Corporate INTL October 2014 by Utopia Ventures Limited

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2014 Annual Intellectual Property Guide

October 2014

VOLUME TEN ISSUE THREE

Arbitration, ADR & Litigation Whoâ&#x20AC;&#x2122;s Who

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A New Look at Leadership

Sector Panel

October 2014 Corporate INTL

Sector Panel

CONTENTS EDITOR’S TALK Great engagement is the key to truly successful leadership, and the secret to moving forward is knowing when to step back. It is no longer about being the hero, the one that has to make everything happen. There is another way: be the host. Dr Mark McKergow, co-author of Host: Six new rules roles of engagement for teams, organisations, communities and movements believes that the traditional ‘stand and deliver’ approach to leadership falls down when it comes to engagement. In this month’s cover story, Dr McKergow explains that understanding how to really engage with people is the ultimate backbone of success. Intrinsically, we all know how to be hosts; now is the time to sharpen these skills and bring them to the table – turn to page six to learn more. Elsewhere in the magazine we examine changes to Canadian trademark law, review the IP environment in Germany and discuss AIFMD Implementation in Luxembourg, amongst other developments, in our long running front end International Sector Panel section. This month’s issue also includes in-depth features looking at Intellectual Property and Arbitration, Dispute Resolution and Litigation, discussing recent developments and profiling leading experts. Finally, we examine the business environments in a number of jurisdictions in our Route To features.

A New Look at Leadership

Dr Mark McKergow discusses an alternative to the traditional ‘stand and deliver’ approach to leadership.

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

Enjoy the issue.

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2014 Annual Intellectual Property Guide

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NEWS&VIEWS Euro Creates Unified Pricing across Countries, Study Finds When the price of the same item varies significantly from country to country – a sandwich that’s the equivalent of £1.54 in India may be as much as £7.80 in Norway, for instance – it’s easy to attribute the price discrepancy to transportation costs, taxes, or variations in culture and income.

which scrapes price information from the internet. That allows the researchers, for the first time, to compare prices in many countries for the exact same good on the exact same day.

The researchers generally find large price differences between countries that use different currencies. Prices in Japan, for example, are about 20% higher, on average, than those in the United States for the same products. Even in cases where averages prices are similar, roughly half the goods are much cheaper in one country and the other half are much more expensive—the United Kingdom and the US, for example, exhibit this pattern. The key insight from the data comes from analysing price differences between countries using the euro. When prices for electronics, furniture, and clothing in Spain are compared to prices for the same products in other eurozone countries, prices across those countries are virtually the same.

But new research finds that for many goods, the most important factor in pricing is whether the countries use different currencies. The study, “Currency Unions, Product Introductions, and the Real Exchange Rate,” by University of Chicago Booth School of Business Associate Professor Brent Neiman and co-authors Alberto Cavallo and Roberto Rigobon of the MIT Sloan School of Management, was published recently in the Quarterly Journal of Economics. And while the euro has come under fire in recent years for inhibiting eurozone members’ corrective measures following the financial crisis, the research illustrates that the currency union has met at least one of its goals: creating a unified market with matching prices for specific goods. Neiman and his colleagues compared the online prices for nearly 120,000 products by Apple, IKEA, H&M, and Zara, sold in 85 countries between October 2008 and May 2013. The data come from MIT’s Billion Prices Project, 4

October 2014 Corporate INTL

“One of the initial arguments in favor of a common-currency area [in Europe] was that a single market with single prices would be created, and this is the first evidence I’m aware of showing that, to a large extent, at least for these types of products, it has in fact been successful,” Neiman says.

EU Proposals to Limit the Enterprise Investment Scheme Would Be a Step Backwards EU proposals to limit the UK’s tax efficient Enterprise Investment Scheme only to young companies would be a backwards step for SMEs and private investors, cutting off funding to credit-starved SMEs, says Radius Equity, the specialist provider of EIS and SEIS investments. Under EU guidelines set out in a current consultation that closes on September 19th, to be eligible for tax breaks under the Enterprise Investment Scheme (EIS), investments could be limited to businesses which are less than seven years old. Radius Equity says that if the UK followed Europe’s recommendations it would effectively have to reverse the

dramatic expansion of the EIS in 2012, which opened up the scheme to more businesses.

Businesses raised £1,017 million through EIS in the year to March 31 2012 (latest data available), up from £545 million raised in 2010-11. The 2012 changes allowed larger companies (with up to 250 employees and £15 million of gross assets) from a broader range of industry sectors to seek greater levels of investment (up to £5 million of investment per year). The consultation is designed to ensure that the UK’s rules on tax advantaged venture capital schemes such as the EIS continue to comply with updated EU State Aid rules. Gary Robins, Director at Radius Equity, commented “The changes which opened up EIS investments just over two years ago have given a major boost to SMEs looking to grow and develop their potential, so any significant changes like this should be resisted.” “The EIS has been one of the few UK success stories in increasing funding for small businesses – it has been particularly important because of the drought in lending from the banks.”

£3.2m Boost for High Growth Businesses in Scotland as The Edge Fund (“Scotedge.Com”) Enters New Phases

Hundreds more Scottish entrepreneurs and small businesses are set to get a boost to their business plans as Royal Bank of Scotland plc (“Royal Bank of Scotland plc”) and The Hunter Foundation (“THF”) invest £ 2.5m and £ 0.7m respectively to develop scotedge.com and take it to a new level through to the end of 2017. Styled as a Dragon’s Den competition for ambitious entrepreneurs, scotedge. com was established to support some of Scotland’s brightest new businesses to realise their growth potential. So far 69 businesses have secured funding helping their turnover grow by £5m and creating 120 new jobs. The existing Scottish Government commitment of £2.35m, to date delivered by Scottish Enterprise, will be enhanced by this investment and managed by a new charity - enabling additional fundraising with an independent board of Trustees to manage the cumulative £5.55m allocated up to 2017. In turn scotedge.com will immediately convert the current pure prize award into a 50/50 loan and prize combination in order to move towards sustainability going forward and to look beyond the 2017 timeline. Applications are now live at scotedge. com for the next round of funding and will close on 1st October.

SME Lending Announcement to Deliver Major Boost to Small Business Funding - ABFA The Government’s decision that banks must forward SMEs’ unsuccessful loan applications to other potential finance providers, including asset based financiers, could deliver a major boost to small business funding in the UK, says the Asset Based Finance Association (ABFA), the body representing the asset based finance industry in the UK and the Republic of Ireland. The ABFA says that by referring SMEs on to platforms that will connect them with other finance providers, the measures could enable more businesses to find the funding they need. 40% of businesses give up on finding funding after being turned down by their banks, according to the Government’s consultation paper on the topic. The ABFA says that the Government’s inclusion of asset based finance into the

group of ‘alternative finance providers’ that will receive SME lending applications from banks means that businesses will benefit from access to highly experienced and well-established finance providers.

The independent funder surveyed 1,000 businesses with turnover of up to £25 million in June as part of its SME Tracker and 59% said they will invest in the three months up to October.

The value of business funding provided by ABFA members has risen by 29% to £17.5 billion since the peak of the recession in 2009, while more traditional types of lending have fallen by 19% over the same period.

Over a quarter plan to invest in technology and equipment (27%); one in five (20%) said they will recruit new staff and a quarter (23%) said they would invest in employee training.

Jeff Longhurst, Chief Executive of the ABFA, comments: “Asset based finance is a key part of the tool-kit available to assist the cashflow of UK and Irish businesses. It’s great to see the Government acknowledge that the industry is already making an enormous contribution to funding the economic recovery, and can make an even greater contribution in the future.” “We hope that these new measures will begin to close the knowledge gap that is preventing small businesses from accessing the funding ABFA members can provide. ABFA members have been providing finance to SMEs for over 50 years and currently fund more than 43,000 businesses with a combined turnover of £68 billion. But the industry is willing and able to support more businesses.”

SMEs Set to Invest Throughout Third Quarter The majority of small and medium sized enterprises in the UK expect to invest in their businesses over the next three months according to research from Bibby Financial Services (BFS).

Bibby Financial Services UK CEO, David Postings said: “Across the SME population in the UK this equates to 2.9 million businesses investing over the months leading up to October, which is obviously very positive for the economy.” One in ten SMEs plan to invest in new premises – up from 8% in Q2 - and more will focus on product design than in the second quarter of the year (16% to 18%). When asked about expectations for the months ahead, 57% said they expect to achieve sales growth and only 7% foresee a decline in orders in the three months leading up to October. Gross domestic product estimates announced in July show the UK returning to pre-recession levels and Postings says the latest findings highlight longer-term growth aspirations among smaller businesses. He said: “These results are positive as they show owners and management teams investing in the long-term future of their businesses. The increase in those investing in new premises is a clear indication of these plans and it’s likely that the effects will be felt later in the year, which could spell more positive news in terms of GDP as we lead-up to 2015.” Postings said he would also expect findings to be reflected in employment figures later in the year but cautioned that aspirations need to be coupled with finance to support growth: “If businesses have the financial means to grow, then undoubtedly they will need to take-on staff, move to larger premises and buy equipment and machinery, which all have a positive multiplier effect on the economy. “But too often, ambition is stifled by cashflow issues, such as late payment or customer insolvency so having funding in place is a huge advantage and can facilitate these plans.”

October 2014 Corporate INTL

A New Look at Leadership By Dr Mark McKergow

Great engagement is the key to truly successful leadership, and the secret to moving forward is knowing when to step back. It is no longer about being the hero, the one that has to make everything happen. There is another way: be the host.

ing centre stage. The host is always on the lookout for when to intervene and when to leave things ticking along – when to step forward and when to step back. The role of the host transcends and includes both. It entails awareness and timing – and acting instantly.

The art of leading was never easy – and it seems to be getting harder all the time. Communication is faster, connection is greater, markets are global, and whatever action we take is part of a great onrushing whirl of conversation and innovation. In this world, what does it mean to lead? People can get all the information they need (apparently from whatever perspective they want) at the touch of a button. They can interact with whomever they want. So, the classical view of a leader as someone who issues information and direction is obsolete. Leadership seems to put the focus on the leader. I think this is a mistake. Leading is about a relationship – between the leader and the others. It takes two to have a relationship – but the leader is only one person. So the key is building relationships – at work, in the community, in society, at home – to engage others. This engagement is the key ingredient that leads to increased performance and results. The traditional ‘stand and deliver’ approach to leadership falls down when it comes to engagement. A new leadership relationship possibility is emerging: the host and guest. Intrinsically, we all know how to be hosts; now is the time to sharpen these skills and bring them to the table.

Stepping forward and back The key question for a host at every moment is: Am I going to step forward, or step back? You’re probably thinking that the answer is obvious – hosts and leaders step forward! Yes, of course they do – sometimes. The idea of such heroic leadership qualities is thousands of years old. Surely leaders go first, need to be brave, need to build confidence in taking people into the unknown and uncertain future. I have been looking at how leadership is developing in the twenty-first century, and have noticed a growing idea that leaders also step back sometimes. This needs a different mindset, changing the way we think about the role of the leader from the hero to the engager. There are many reasons for this shift – not least the pace of change, the growth in interconnection and moves towards a knowledge economy, where putting ideas into practice is more important than doing up the same bolt on a machine for thirty years. Modern leaders need to engage others, to encourage them to step forward and act – otherwise, the leader can end up pulling everyone else along, trying to have all the answers and exhausting him/ herself in the process. For some people, stepping back is quite a new idea. We find leaders who are keen to step back – though they may try it and then struggle with what to do next. Many can’t resist the temptation to revert to action and trying to do everything once again. However, thinking of leaders as hosts makes it clear that the leader cannot be centre stage all the time. Stepping back allows others to step forward, to take a turn in the spotlight. One example of this is the Disraeli effect. The late leadership guru Warren Bennis used to recount a story about William Gladstone and Benjamin Disraeli, the famous nineteenth-century British prime ministers: “If you had dinner with William Gladstone, you were left thinking, ‘Gladstone is the wittiest, the most intelligent, the most charming person around.’ But when you had dinner with Benjamin Disraeli, you were left thinking, ‘I’m the wittiest, the most intelligent, the most charming person around!’ Gladstone shone but Disraeli created an environment where others could shine. The latter is the more powerful form of leadership, an adventure in which the leader is privileged to find treasure within others and put it to good use.”

Acting as a host We have all been hosts in some way. We have all invited people around for a meal or a party. We have all been through the balance of preparation and engagement, the joy of introducing people to new friends, the balance of leading, organising and participating. And we have all been guests too, experiencing the skill of a good host (and perhaps the clumsiness of a bad one) firsthand. Hosts don’t just engage people by drawing them in. They introduce people to each other, make connections and act positively to bring together synergistic groups – people who can complement and add to each other’s qualities, skills and interests. The art of arranging – who to put with whom, what might make an interesting group, even thinking about keeping specific participants apart – is a key element of the host’s skill. Having drawn people together, a good host won’t dominate the situation. He/she will flit from one group to another, with a word here and a touch there, keeping an all-encompassing eye on how things are going. But the host won’t hog the limelight or become tiresome by constantly tak-

October 2014 Corporate INTL

Disraeli was clearly the better host. We call this ability to help people see themselves in new and more resourceful ways the Disraeli effect. But I’m not a host! What can I do? Hosting as leadership is, of course, a metaphor – a way of looking at something in a different way which reveals new connections and ideas. The wonderful thing about metaphors is that they can inform our behaviour in whatever situation we find ourselves, rather than constraining us into certain contexts. People often say to us, “I inherited my team when I took over the job! How can I be a Host Leader?” We don’t have to be in a hosting position to let hosting inform what we do – to act like a host, and thereby transform relationships around us. Even if the team members were there to begin with, we can start to think of ourselves as the host and the others as guests – and see what happens. One startling example of this comes from one of the great leaders of the twentieth century, Nelson Mandela. Mandela was an activist for democracy in South Africa, was imprisoned for life by the apartheid regime for treason (for agitating against the state), worked tirelessly from his prison cell to keep the cause alive, was released after twenty-seven years and went on to be the first black president of a new democratic “rainbow nation” in South Africa. Shortly after he was imprisoned on the feared Robben Island off the coast of Cape Town, Mandela was visited by his (white) lawyer George Bizos. Even under conditions of extreme subjugation, Mandela was able to act like a host. Bizos recalls the meeting: “On my first visit, in the middle of winter, he was brought to the consulting room where I was waiting. There were eight warders with him, two in front, two at the back, two on each side. Prisoners do not usually set the pace at which they move with their warders. But it was quite obvious that he was – from the open van that they came [in], right up to the little verandah of the consulting rooms. And I stepped down, past the two in front, and embraced him, said, ‘Hello.’ He returned the greeting [and] immediately asked, ‘How’s Zami?’ which is, how are the children? And he then pulled himself back, and said, ‘George, I’m sorry, I have not introduced you to my guard of honor.’ He then proceeded to introduce each one of the warders by name. Now, the warders were absolutely amazed. I think that this was the first time that they saw a white man and particularly a lawyer, I suppose, coming and embracing a black man, but they were absolutely stunned, and they actually behaved like a guard of honor. They respectfully shook my hand.” (Carlin,n.d.) Mandela was able to take the lead, even when he was the prisoner

surrounded by eight guards. This is the power of the host-guest relationship – it is very deeply ingrained, and we are all so used to it that often we don’t notice it happening but simply play our parts. Host Leadership is a way to take a leading position, in a way that draws others in, in a natural way. The details of how you do it will depend on your own culture, your own contexts and your own preferences. From rules to roles We are moving the notion of leadership and engagement from an approach that involves rules to one that involves roles. A rule is something you follow at all times. A role is something you do – at the appropriate time, ways of acting and behaving in a social situation. A role is something we slip into and out of all the time – like parent, friend, badminton player. It’s nothing to do with acting (like a stage performer). Here, it is about changing our awareness and focus, from day to day, hour to hour, even moment to moment. Now, here’s the thing: as a host, we already know how to take on different roles at different times, how to shift from one role to another. We even know when to make the shifts, when to step forward and when to step back again. Host leadership gives a rich and detailed way to rethink our leadership practice. Next time you are facing a touch leadership challenge, think of yourself as a host, the others as your guests. Step forward, step back and see what happens. Great engag secret ement is to mo the key

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Dr Mark McKergow is the co-author of Host: Six new rules roles of engagement for teams, organisations, communities and movements, published on Monday 6 October 2014. http://hostleadership.com, @ thehostleader. Reference Carlin, John (n.d.), Interview with George Bizos, retrieved from http:// www.pbs.org/wgbh/pages/frontline/shows/mandela/interviews/bizos.html

October 2014 Corporate INTL

Sector Panel

A Leading IP Firm in Bangladesh Advocates IP Law Alliance is a full service law firm for all intellectual property matters located in the centre of Dhaka, capital of Bangladesh, near the Ministry and Department of Patent, Design and Trademarks. The firm also maintains associate offices in other countries in Asia. A full staff of legal support personnel and office administrators assist the firm. The firm provides its valued clients, from all over the world, with a full range of legal services. It combines quality services with aggressive intellectual property protection, including: patent; design; trademarks; copyright; domain protection; monitor; risk investigation; detection; management; incorporation of companies; investigation in trademark violations and other legal and quasi legal services. “It is well recognised full service intellectual property law firm in Bangladesh and many renowned companies and law firms around the world have appreciated its one stop services for the protection of intellectual property rights in Bangladesh,” said Delwar Hossain, managing partner. “Its charges and disbursements are also very reasonable compared with other firms in Bangladesh.” The firm is member of various International Associations, including: European Patent Attorneys Association (AEA); Asian Patent Attorneys Association (APAA) Japan; International Association for the Protection of Intellectual Property (AIPPI) Switzerland; European Communities Trade Mark Association (ECTA) Switzerland; International Federation of Intellectual Property Attorneys (FICPI) Switzerland; Intellectual Property Owners Association (IPO) USA; International Trademarks Association (INTA) USA; Licensing Executives Society International (LESI) Singapore; and The Association of European Trademark Owners (MARQUES) UK. It is a member firm of Kenton & Miles Business and

Financial Advisors (Italy), and a leading Associate of Brandstock AG. “Bangladesh is a developing country where multinational businesses continue to grow rapidly,” added Mr Hossain. “We meet clients’ demand for protection of intellectual property rights by bringing together attorneys that are particularly well suited to offer satisfactory services. Lawyers of Advocates IP Law Alliance are enrolled with the regulating authority to practice from lower judiciary to the appellate practice. “The firm is a truly leading intellectual property law firm dedicated to providing legal services on all intellectual property maters, representing the world’s most renowned brands and business houses doing business in Bangladesh,” continued Mr Hossain “As a leading intellectual property law firm providing legal services for protection of intellectual property right, the talented attorneys and lawyers characterise the firm and a dynamic practice substantially built by the current practicing lawyers of the firm. “Presently the registration of trademark is simple, easy and inexpensive. In 2008 the Government has increased the fees and introduces the registration of services. It is now possible to register the services in International Classes 35-42,” he concluded.

Advocates IP Law Alliance Delwar Hossain Managing Partner Tel: +880-1199-864967 info@biplobd.com www.biplobd.com

Developments in Pakistani IP Law Ali & Associates is internationally recognised for being one of the biggest intellectual property law firms in Pakistan with its expertise branching out into all aspects IP law, from prosecution to enforcement through raids and litigation. Moreover, the firm has been advising the Government of Pakistan on various changes to IP laws. “Being founded in 1972 as a boutique trademark practice, we continue to explore market niches within IP thereby maintaining our edge,” said Khurram Gul Ghory, partner and head of litigation. With over 20 years of experience and having represented clients in over 600 cases, to his credentials is also the honour of establishing the doctrine of copyright protection for television formats before Pakistan’s Courts in cases involving Pakistan’s leading media conglomerates. Moreover he has successfully litigated and established that trademark law covers three dimensional aspects of a product. Mr Ghory stated that the intellectual property law is still very new and under developed in Pakistan. He attributed this partly to Pakistan’s dwindling judicial system and partly to the minimal awareness of IP law in the country. “However advancements are being made with increased litigation which opens way to the development of new principles of law,” he explained. “Alternatively we refer to British and Indian case law as persuasive authority which gives a direction to shape our own IP law. Pakistani law is similar to British Law and they tend to share almost similar precincts. “Moreover, Pakistan being a signatory to the TRIPS (WTO) has modified its IP laws and affords protection to an owner of well-known trademark who is domiciled in a convention country or has a real and effective industrial or commercial establishment in a convention country, whether or not that person carries on the business or has any goodwill in Pakistan and references

October 2014 Corporate INTL

to the proprietor of such a mark shall be construed accordingly.” Mr Ghory believes that IP crime is one of the most heinous of offences and needs to be dealt with on a priority basis. “The most atrocious of infringements is with respect counterfeiting of medicines which is a haunting threat and unfortunately increasing by the day,” he elaborated. “Likewise, counterfeiting of edible or consumer goods such as edible oils is also on the rise.” However, he noted that various measures can be taken to stop counterfeiting of products. Some of these measures are preventive in nature, such as the registration of IP with the customs authority in order to minimise global market penetration. There are further measures which are penal in nature and law enforcement agencies have the legal capacity to take cognisance of offence and to raid the premises for confiscation of counterfeited products. “Moreover, the aggrieved party can also seek injunctive relief and/or imposition of penalties/imprisonment of culprits, through courts. They further can attain sealing/de-registration of manufacturing facilities from the relevant authorities,” concluded Mr Ghory.

Ali & Associates Khurram Gul Ghory Partner & Head of Litigation kgghory@aliassociates.com.pk www.aliassociates.com.pk

Sector Panel

Criminal Litigation in India ALMT Legal is a full service law firm with around 100 lawyers and 20 partners in offices at Mumbai, Bangalore and London. Its practice is broadly classified into three areas: corporate/commercial; litigation; and certain specialised areas like tax, aviation, shipping and immigration laws. The firm handles several high profile contentious matters, dealing with live issues having an impact on the political, educational, financial, legal and other sectors of the State of Maharashtra and India. It has represented clients on the Original and Appellate side of the Bombay High Court and several other courts across the state. Recent criminal litigation matters that the firm has worked on include: • •

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Advising and representing Mr Sanjay Dutt, Bollywood actor and celebrity, and Yusef Nullwala in respect of their involvement in the 1993 Bombay Blast Case in Bombay Sessions Court. Advising and representing Suresh Kalmadi, former Chairman of the Organising Committee of the Commonwealth Games, 2010, in criminal proceedings instituted against him by the Central Bureau of Investigation (CBI) for misappropriation of funds. Acting for six Gutkha manufacturers in challenging the constitutional validity of the Food Safety and Standards (Prohibition and Restriction on Sales) Regulations 2011 – the regulations that impose a ban on the manufacture and sale of gutka in Maharashtra. Gutka is a form of unrefined tobacco widely consumed in India. The petition also challenged the food commissioner’s order of 19th July 2012, prohibiting storage, sale or distribution of gutka in Maharashtra. Representing its client before the High Court of Madras. The CBI filed criminal proceedings against executives of the company for alleged tampering of telephone lines to mask international calls as domestic calls and evade Access Deficit Charges payable to BSNL and Department of Telecom (DoT) in four key telecom circles of the country. The DoT levied a penalty of INR 330 Crores on the company and on the instance of the CBI, the Chief Metropolitan

• •

Magistrate, Chennai, framed criminal charges against executives of the company punishable with imprisonment and penalty. The firm challenged the order of the Trial Court, Chennai condoning a delay by CBI in filing the charge-sheet. The firm succeeded in the matter. Defending, representing and advising Indian politicians for charges of corruption. Defending, representing and advising a leading regional daily, Sakai Papers Pvt. Ltd., on various aspects.

The firm routinely represents politicians, senior management of companies, individuals, domestic and MNC companies. It works with organisations in different sectors including media, technology, telecom, banking, real estate, retail, etc. Discussing the complexities associated with criminal litigation in India, Subhash Jadhav, partner, stated that delays of proceedings in courts of law is a grey area. “We advise filing of discharge application in the trial court and seek quashing of criminal proceedings,” he commented. Looking ahead, Mr Jadhav concluded: “The law department is considering decriminalising the offense of defamation and the affected person can only seek legal remedy for damages.”

ALMT Legal, Advocates & Solicitors Subhash Jadhav Partner Tel: +91 9820277944 sjadhav@almtlegal.com www.almtlegal.com

A Leading Surrey Law Firm Barlow Robbins Solicitors is a leading Surrey law firm that offers friendly, approachable and highly experienced legal services to both business and individuals. Buyout Law Our commercial team led by Philip Stephenson has undertaken a wide range of buyout activity this year. Clients have ranged from those providing venture capital to IT and construction companies. Activity has included advice on AIM listed companies, business recovery practice, biotech work and care home acquisition. We are becoming an established port of call for those looking for a London service with excellent response times and dedicated specialists. These include international clients who need top level advice by lawyers who are used to dealing in the London market and who appreciate regional pricing. Professional Negligence Law Barlow Robbins boasts one of the largest boutique dispute resolution teams in the country providing in depth specialist advice on contentious cases. Particularly successful this year has been our professional negligence practice. We act for a variety of clients ranging from high net worth individuals to well known secured lenders in bringing professional negligence claims. The team’s professional negligence experience encompasses claims against a variety of professionals, with a particular expertise in high value claims against chartered surveyors, solicitors and financial advisors. Sadly, failure to adhere to proper professional standards is common in commercial life and often results in the need for clients to seek remedy through professional negligence claims. Our clients appreciate our expertise in handling such claims and the way in which we take the time to understand the nature of each client’s business and the way in which the negligent acts of others have affected them. Clients also receive the benefit of the wide network of experts and counsel who we regularly engage with within the field of

professional negligence and who adhere to the highest standards of quality expected by both ourselves and our clients. Commercial Mediation Law Barlow Robbins has been active in the UK mediation market since the early 1990s when mediation was introduced in the UK. We are a member of leading panels of mediators including ADR Group, Law South Mediators and Expedite Resolution. Connection with our clients and those in their world including those who are in dispute with them is a vital part of our service delivery. Our dispute resolution lawyers always have an eye to proactive use of mediation. As a mediator, David Foster had a success rate of reaching settlements in over 95% of cases mediated this year. His specialisms include cross border commercial and contractual disputes, professional negligence, property disputes including landlord and tenant claims, banking and lending, construction, insolvency, employment disputes and trust and inheritance disputes. He seeks to respect those involved in a dispute and understands them on an intellectual and emotional level. After that, he applies effort and focus to his commercial and legal knowledge to achieve a settlement in as helpful a manner as possible.

Barlow Robbins LLP David Foster Partner Tel: +44 (0)1483 464243 davidfoster@barlowrobbins.com www.barlowrobbins.com

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Sector Panel

One Stop M&A Law Services in Japan Bingham’s Tokyo M&A Team provides assistance to clients in all aspects of domestic and cross-border M&A transactions (In – Out and Out – In), including strategic advice, structuring, due diligence, negotiation, documentation and execution. The firm’s team has extensive experience in representing Japanese and non-Japanese clients in connection with various types of M&A transactions. “As Bingham is a top tier international law firm, our Tokyo office can provide one stop legal services for cross-border M&A transactions in cooperation with our 14 Bingham offices overseas,” said Kazutoshi Yokoyama. “In cases where Bingham does not have its own offices in certain jurisdictions, we have strong relationships with other law firms in those jurisdictions, especially in South East Asia, Latin America, and Europe. In one of our more recent cases, our Tokyo office has been dealing in conjunction with our US offices on a cross-border M&A deal with a value of over US$1.3 billion.” As the Tokyo office has a strong anti-trust team Mr Yokoyama noted that, in addition to the typical offering of M&A advice, the firm is able to handle so-called “Gun Jumping” issues – one of the most serious anti-trust issues facing companies in the M&A world – arising from M&A transactions, particularly a joint venture type M&A deal. “In another recent case, our Tokyo office has been providing advice with respect to Gun Jumping issues as well as typical M&A advice,” he continued. “My team has represented four listed companies and their relevant subsidiaries in a complicated business integration case consisting of seven corporate splits, share transfers and asset transfers. The four companies will be 100% shareholders of a new joint venture company for the total value of approximately US$1 billion.” Mr Yokoyama highlighted that the number of M&A transactions involving Japanese companies in 2013 was over 2,000, and the total value

was approximately 8.6 trillion JPY. From January to July in 2014, the number was 1,300, and the total value was about 5.5 trillion JPY. (according to the Japanese M&A periodical - MARR -) “From a perspective of M&A trends over the past 10 years, that number hit a high in 2006 (about 2,800) and declined to a low in 2011 (about 1,700), but has been steadily increasing since then,” he observed. “It is difficult to point out the main reason behind such an increase, especially as this growth in M&A trends is different from other neighbouring jurisdictions, but Japan’s economy might be active in the lead up to the 2020 Tokyo Olympic. Additionally, I believe that the current trend is increasing the number and value of In – Out M&A deals, especially in South East Asia and North America.” In addition to having a M&A team providing the traditional range of M&A advice, Bingham’s Tokyo office has a strong Financial Restructuring Group, which works closely with the M&A team on a wide variety of distressed M&A transactions. “We can provide strategic advice from a perspective of seller, buyer, creditor, debtor and sponsor side, for a variety of investment funds and a range of companies from small businesses to famous listed corporations,” concluded Mr Yokoyama.

Bingham Sakai Mimura Aizawa - Foreign Law Joint Enterprise Kazutoshi Yokoyama Attorney at law Tel: +81-3-6721-3157 kazutoshi.yokoyama@bingham.com www.bingham.com

Alternative Dispute Resolution Law Adviser in India C & C Associates Advocates & Solicitors is a full-service law firm engaged in all branches of legal services, having PAN India networking capabilities. The firm provides specialised services in all type of litigations, including Alternative Dispute Resolution, Property & Real Estate issues, Business and Commercial Litigation, among other areas. The firm has a dedicated team advising clients on foreign investment, collaboration and other corporate issues. C & C Associates, with its expert and erudite group of young professionals, has attained expertise and consistently provides solutions to matters of international law firms, corporates, IT companies, and individuals. Alternative Dispute Resolution in India 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, and is generally classified into four types: negotiation, mediation, collaborative law, and arbitration. In arbitration, participation is usually voluntary. In normal course the parties to dispute appoints a neutral person to act as an Arbitrator to adjudicate the disputes which have arisen amongst the parties. The number of person(s) who act as Arbitrator may vary

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and can be mutually decided amongst the parties. Offshore arbitration is, generally, a desirable dispute resolution option in terms of achieving an efficient and timely resolution of commercial disputes but – since September 2012 – carries with it an important consequence of not being able to access the Indian courts for interim relief. Offshore arbitration will generally provide a neutral forum for the resolution of disputes and is often acceptable to both Indian and foreign parties. Indian courts generally respect, and enforce, clauses providing for offshore arbitration. India has ratified the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the New York Convention), which provides a superior regime for the enforcement of foreign arbitral awards than that which applies to foreign court judgements.

C & C Associates Advocates & Solicitors Rajneesh Chopra Managing Partner Tel: +91-011-23737677; 23737678; +91-9810138465 (Mobile) r.chopra@candcassociates.net; rajchopra@airtel.blackberry.com www.candcassociates.net

Sector Panel

Overcoming Challenges in Colombian Competition Law By way of complementing sector-specific regulation, the application of competition law to the so-called network industries such as Information and Communication Technologies (ICT), Electricity, Gas, Postal Services, or Transportation, presents formidable challenges. The intrinsic technological complexity and particularities of each of these industries make it difficult to understand the issues at hand, as well as give the proper advice on the matter. On the other hand, the dynamic pace of change and the innovative business models within these industries, especially in the ICT sector, represent a challenge for the application of the traditional tools of competition law and economics. It is within this complex environment where Camilo Valencia offers accurate, focused and personalised advice on competition law and economics to both regulatory and competition authorities, as well as firms competing in network markets, accompanying or representing them at administrative or judicial procedures. As a leading expert, also, in the field of ICT law and regulation in Colombia, and a long time adviser in public utilities law, Mr Valencia’s legal practice includes economic regulation and administrative law. Mr Valencia is attorney at law graduated from the Universidad de Caldas School of Law, with more than 15 years of experience in legal and regulatory issues. He specialised in Administrative Law at the same University, in Telecommunications Law at the Universidad Externado de Colombia School of Law, and obtained his Masters Degree in Communications Management (MCM) from the University of Strathclyde (United Kingdom). He also holds a PGD in EU Competition Law from King’s College London and has stud-

ies in telecommunications law and regulation from the University of Brasilia (Brazil). He combines his legal practice with the teaching of competition law, ICT law and regulation and public utilities law at several universities in Colombia. In network industries open to competition but subject to intense governmental intervention, Mr Valencia’s expertise in the described legal fields, added to his highly understanding of economics, represents an ideal and effective approach to get adequate legal and regulatory advisory in a matter of competition, as all these areas are linked and frequently interact with each other. “It is not easy structuring a competition law case where the legal advisor has just part of the required knowledge and expertise to move it forward”, said Mr Valencia with regard to the problems clients and generalist competition law lawyers face when dealing with network industries, an issue that explains the success of his practice.

Camilo Valencia Abogados Camilo Valencia Founding Partner Tel: +57 17433385; +57 68811885; +57 3176595804 camval@camilovalencia.com www.camilovalencia.com

Leading Expert for Foreign Investments advice in Guatemala Founded in 1990 in the city of Guatemala, Díaz-Durán & Asociados | Central Law provides professional service on legal matters, consultancy, as well as a wide range of related services. The firm has positioned itself as one of the most prestigious and successful, and has been recognised by international ranking companies such as Chambers & Partners, which in the last publication stated: “It is a well established firm, with an excellent corporate practice”. It also highlights Partners Juan Pablo Carrasco de Groote and Mario Adolfo Búcaro Flores for their skills in different legal practice areas such as mining, petroleum and natural resources fields, corporate and foreign investment, and who also have a profile on the mentioned directory.

response to modern globalisation trends, decided to unify efforts, services and professional expertise to create the first Central American Law Firm. Central Law provides regional legal counsel to those domestic and foreign companies that have identified Central America, Panamá and the Dominican Republic as their target market and want to do business in the region. Working under the philosophy of Seven Countries: One Contact Point, allows CENTRAL LAW s to efficiently manage the firms’ resources and expertise, which implies cost effective oriented services for clients and a simplification of the overall process of doing business in the region.

CENTRAL LAW’S INTERNATIONAL PRESENCE CENTRAL LAW is the result of a merger of leading law firms in the region. Central Law was founded in 2002 after a three year period of meticulous market and investment analysis of the Central American Region, Panamá and Dominican Republic. Prestigious and well-known Central American and Caribbean law firms, anticipating the international needs of their clients and in

Díaz-Durán & Asociados | Central Law Juan Pablo Carrasco de Groote Partner Tel: +502 2383 6000 jpcarrasco@central-law.com www.central-law.com

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Sector Panel

Owning a Barbados Property is Easier Than You Think It is well known that Barbados has an appeal that extends beyond pristine beachscapes, a rich cultural environment and a charming lifestyle. With the added value of a well-educated workforce; and an exceptional quality of life, Barbados is certainly a place where the acquisition of property is a viable investment strategy for the discerning investor, and well capitalised buyer. Non-nationals now have the added advantage of pursuing the dream of buying property and enjoying their retirement in Barbados, with the island’s new Special Entry and Reside Permits for high net worth individuals, which makes living, working and retiring in Barbados easy and hassle free for non-nationals who plan to visit the island often, and stay for extended periods of time. However, while property acquisition would not require any special permits or landholding licenses, transfer of property situated in Barbados to or from a non-resident is invalid without prior exchange control permission, which is not a lengthy or burdensome process. By way of explanation, it should be pointed out that Barbados maintains an exchange control regime through an Exchange Control Authority (‘ECA’) as regulated by the Central Bank of Barbados, the country’s Reserve Bank. This foreign exchange regime requires express permission for property transactions involving non-residents and foreign currency funds, a generally seamless transaction facilitated by a letter to the Central Bank by the attorney handling your transaction.

dos. This is to ensure the validity of the original investment thereby facilitating a seamless repatriation of the original funds and any profits from Barbados if the property is sold in the future which should be a real comfort to non resident investors. In planning your property acquisition in Barbados, remember that: •

• •

Exchange control permission is required for foreign lenders to make loans secured by real property in Barbados through a lien mortgage or other encumbrance. The request for permission is usually made by a letter to the ECA setting out the particulars of the loan. Property loans are readily available in Barbados to non-nationals with the prior approval of the ECA. The permission of the ECA is required for a transfer of land from a resident to a non resident, and vice versa. A transfer includes a sale, lease, mortgage, gift or exchange.

Heather Tull is the managing attorney at David King & Co, Attorneys-at-Law, and is qualified to practice in Trinidad and Tobago, the British Virgin Islands and Barbados. The firm specialises in Real Estate Law, Probate, Corporate and Commercial law and Company Secretarial Administration

Heather Tull

So, whether purchasing property through a corporate structure, or as an individual, various exchange control permissions will be required before you can relax in your beach front condo, luxury villa, or plantation home. For example, it is necessary for a non-national purchaser to remit the purchase price to Barbados in a foreign currency whether as capital or loan proceeds. It is then converted into Barbados currency and registered with the Exchange Control Authority of Barba-

Managing Attorney David King & Co Tel: +1 246 427-3174 daveking@caribsurf.com www.barbadoscorporatelaw.com

Favourable Aspects of Utilising Cyprus as a Holding Company Jurisdiction Nairy Der Arakelian-Merheje is the founder of DER ARAKELIAN-MERHEJE LLC. She has been practicing law in Cyprus since 1984, particularly in the relation to company, commercial, and international business enterprises. The firm’s fields of practice include: company law; international business companies (registration and administration); commercial law; international tax planning; employment law; administration of estates; wills and succession; Eastern European trade; distribution agreements; leases and leasing ; joint ventures; international trusts; debt collection; and private international law. The founder’s involvement in international joint venture projects over the last 25 years includes legal and tax planning advice to: IP; marketing, mining, real estate, shipping/ship management/registration in Cyprus; water processors/bottlers; healthcare/health supplements producers; oil and gas drilling as well as ancillary products and service groups; and international groups involved in several other trading/services areas worldwide. Ms Arakelian-Merheje’s underlying principle is to offer clients as personalised and tailor-made a service as possible. “Following recent changes in taxation legislation the taxation regime in Cyprus as applicable to companies owned by non-residents has not been altered much, except for the increase in corporate income tax from 10% to 12.5% on net profits,” observed Ms Arakelian-Merheje.

• •

Legal system and legislation based on English law; The existence of an efficient, high level professional services sector.

She added that the main areas of taxation which remain beneficial to international business ventures are: • • • • • • • • • • •

Participation Exemption still applicable on dividend income and PE profits (0%) Intellectual property IP - 80% income deduction - effective tax rate 2,5% Sale of shares, stocks, securities 0% on gains on disposal. . Shipping companies 0% on profits Ship Management Companies subject to 12,5% corporate tax or tonnage tax Financing Companies – interest taxation – 12,5% within Cyprus Tax credit available against Cypriot tax on same income No CFC rules and thin cap restrictions Simple transfer pricing framework No exit charges 45 double tax treaties

“We are members of two prestigious, high level networks of European and Global Lawyers and Tax Advisors all of whom know each other personally and therefore our firm acts as a one stop shop for joint ventures with international partners with business and tax concerns in various jurisdictions,” concluded Ms Arakelian-Merheje.

“Concerning holding companies, dividends continue to be free of tax whether paid into or out of Cyprus companies subject to certain minor conditions.” She stated that the key factors contributing to the development of Cyprus as an international business base remain: • • •

Its strategic geographic location; A favourable tax package with one of the lowest corporate tax rates in Europe; A well developed double tax treaty network;

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DER ARAKELIAN-MERHEJE LLC Nairy Der Arakelian-Merheje Founder Tel: +357 22313339 enlaw1@cytanet.com.cy

Sector Panel

IP Services in Mexico Laura Collada is the managing partner of Dumont Bergman Bider & Co, S.C. (DBB), a position she has held since 2008. Prior to joining the firm in 2001, Mrs Collada worked for a number of years at the Mexican Trademark Office as the sub-director for the Prevention of Unfair Competition. Mrs Collada actively participates in: AMPPI (Mexican Chapter of AIPPI); INTA; AIPPI; Marques; PTMG; ASIPI (national delegate); AIPF (member of the board); and BMA (Mexican Bar). She was awarded the Best Women IP Lawyer in Latin America for two consecutive years by Legal Media Group. Chambers & Partners has also recognised her as a leading lawyer in the field. DBB is a Mexican intellectual property firm. Its practice includes all aspects of IP (and related practices) such as patents, trademarks, copyrights, regulatory and information technologies. It also has broad experience in litigation, anti-counterfeiting and related commercial law (corporate, licensing and tax) capabilities that provide a full array of IP related legal services. “Consistent with its commitment to technology, efficiency and the highest quality service, the firm is one of the few law firms in Latin America to be certified with the ISO 9001:2008,” said Mrs Collada. “This means consistent quality and results.” Mrs Collada stated that Mexican companies are more conscious nowadays than 10 years ago about safeguarding their intellectual property.

injunctions for this end. “Some members of DBB have assisted – along with some other Mexican Lawyers – the Mexican Congress to incorporate modifications to our federal legal system to tackle this problem,” she continued. “The most recent case is the creation of a trademark recordation system between the Mexican Trademark Office and the Customs Bureau which has facilitated the communication between agencies.” There are currently two major pieces of legislation relating to IP on the table in Mexico: the TPP agreement and the integration of the opposition system in the Mexican Trademark Law. “Both pieces will enhance dramatically the way IP law firms work and do business,” explained Mrs Collada. “It is worth mentioning that I lead the task force – from the private sector side – to draft the bill along with the Mexican Trademark Office.” She concluded: “Given the recent constitutional reform to the energy sector in Mexico (petroleum extraction, natural gas, fuels, electricity and renewable energies), it is imminent that the investment of foreign countries to this particular sectors will bring also a huge amount of new technologies which means more IP assets to be secured and protected in our country.”

“Unfortunately foreign companies are more conscious than domestic companies when it comes to protecting their IP assets,” she observed. “Based on our experience, it is fair to say that pharmaceutical, electronics and apparel companies are the ones with more interest and resources for this end.”

Dumont Bergman Bider & Co, S.C. Laura Collada Managing Partner Tel: +52 55-5322-6230 lcollada@dumont.com.mx www.dumont.mx

Discussing the complexities involved in establishing and enforcing IP rights on a cross-border scale, Mrs Collada noted that perhaps the most complicated phase is the homologation of criteria and the time frame to obtain

Focus on Brazilian Tax Education The DIREITO GV or Escola de Direito de São Paulo (São Paulo Law School of Fundação Getúlio Vargas) is a Brazilian private law higher education institution founded in July 2002 in São Paulo by the Fundação Getúlio Vargas. At that time, the school already provided at least 20 courses through the GVlaw programme, which preceded the creation of Direito GV. Conceived in 2000 as a branch of the São Paulo Business School (EAESP) continued education programmes and, later, in 2002, as a Direito GV learning initiative, GVlaw is now a reference for lato-sensu graduate legal studies, dedicated to the creation, development and organisation of specialisation, continued education and corporate courses.

Coordinator of the Specialisation Course in Tax Law of GVlaw and Coordinator of Conferences and Events on Tax Studies both in Brazil and abroad; and Coordinator of the Fiscal Studies Group of Fundação Getulio Vargas. Jabuti Award Winner in 2008 for Best Book of Law, with the book ‘Curso de Direito Tributário e Finanças Públicas’. At the Fiscal Studies Group, he coordinates various research projects, including: (i) Feasible Tax Reform; (ii) Bottlenecks in International Taxation in Brazil; (iii) New World Trends on Taxation; (iv) Ancillary Tax Liabilities and Digital Bookkeeping Systems (SPED): Solving Problems for Effectively Simplifying Tax Liabilities; (v) History of the Brazilian Internal Revenue Service; and (vi) Index of Fiscal Transparency and Citizenship.

Eurico Marcos Diniz de Santi • • • •

Undergraduate Graduate Programme (GVlaw) Academic Master’s Degree Fiscal Studies Centre

Master of Laws (1995) and Bachelor of Laws (2000) on Tax Law, Pontifícia Universidade Católica de São Paulo. Professor of Tax Law at Direito GV – Law School of Fundação Getulio Vargas in São Paulo and member of the undergraduate course of this institution;

FGV DIREITO SP Eurico Marcos Diniz de Santi Professor Tel: +55 11 3799 2222 eurico.santi@fgv.br www.fgv.br

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Sector Panel

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

would have to implement such employee benefits in a non-discriminatory way. “He should also see to it, however, which is difficult, that he can withdraw or at least suspend the performance of such benefits in times of economic or financial difficulties of the company,” he elaborated. “In general, an employer should bear in mind that once such benefits have been granted and have been given to the employees, the withdrawal is only possible by way of negotiations with the Works Council or by individual agreement. Some employee benefits, such as maternity leave, are statutory. On the other hand, certain incentives are necessary in order to successfully recruit skilled employment.” Dr Schnelle stated that the law relating to employee benefits in Germany is essentially based on directives issued by the European Union, in particularly as far as stock option programmes and similar programmes are concerned. “Germany law offers the possibility of having quite a number of employee benefits and there is a clear tendency in the legislation to protect the employees against the withdrawal of such benefits rather than to allow the employer to change or even withdraw such benefits in cases of economic or financial difficulties of the company,” he concluded.

“Technically, the most interesting feature is the drafting of programmes of this kind for companies, in particular medium-sized businesses, which are not organised in the form of a corporation and where normally, the employees are not shareholders of their employer,” added Dr Schnelle.

Dr Ulrich Schnelle Partner Rechtsanwälte Haver & Mailänder Tel: +49-(0)711-22744-27 us@haver-mailaender.de www.haver-mailaender.de

Commenting on the key considerations an employer should bear in mind in terms of employee benefits, Dr Schnelle explained that they

Significant Changes to Canadian Trademark Law ID TRADEMARK is a trade-mark agent firm, located near Montréal, Quebec. The firm was founded in 1995 by Isabelle Deshaies, a trademark agent with nearly 30 years’ experience. ID TRADEMARK serves a vast clientele, from sole entrepreneurs to international companies. Ms Deshaies stated that the firm’s services differ particularly in the way they are personalised and the care that is given to each and every one of the firm’s clients. “We are rigorous and all the work is supervised by an agent even in the case of routine work,” she commented. “The firm also distinguishes itself for its ‘after sale’ service as all clients’ trademarks are regularly follow-up after registration. The files are not stored until the next renewal; ID TRADEMARK regularly contacts each of its clients to look after their trademark portfolio to ensure that the registration remains in force and we provide recommendation on the use of the mark.” The firm also offers a free Canadian surveillance service which starts as soon as the mark is filed on the trademarks register and lasts as long as the application/registration remains active. According to Ms Deshaies, Canadian trademark practice used to differ considerably from the usual practice worldwide. “For example, use before registration is mandatory, it is not possible to split a trademark application,” she elaborated. “A Letter of Consent from the owner of a conflicting trademark would not serve to overcome an objection of confusion, Canada does not use the Nice Classification system and to top it all, is not part of the Madrid system! “Nevertheless, we found some differences to be useful, such as a sole CA$250 filing fee, no matter how many classes of wares and services are requested, and prior Common Law rights.” However, Ms Deshaies noted that important changes have been adopted by the Federal Government and are expected to come into force as soon as

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January 2015. “Canada’s plan is to join the Madrid system so it is mandatory to first amend and modernise the act to conform to the worldwide practice.” Of the many forthcoming changes, Ms Deshaies believes the most important is the dropping of the mandatory use before registration. The Canadian trademark practitioner community is concerned, however that this change will considerably increase the number of oppositions and make them more challenging as prior Common Law rights will remain. “This change also implies that there will be no details anymore as to the date of first use of the mark. This will result in the need for potential opponents to perform intensive searches and investigations to ensure that they do not expose themselves at risk of being suit by the applicant if, after all the applicant has, indeed, prior Common Law rights,” she explained. “This promises to be challenging. “The dropping of the mandatory use before registration will also amount to an increasing number of defensive registrations and most likely, once again, and increasing number of oppositions. Therefore, it will be even more important to perform complete trademark availability searches to ensure that the application will mature into registration and avoid facing an opposition or, worst, a registration cancellation suit based on prior Common Law right,” she concluded.

ID TRADEMARK Isabelle Deshaies Founder/Trademark Agent Tel: +1 514 454-5300 deshaies@id-trademark.com www.id-trademark.com

Sector Panel

One Stop Investment Fund Services in Cyprus Kannava, Kitromilidou & Co LLC is a law firm with its offices located in Limassol, Cyprus. The members of the firm’s team have diversified backgrounds and experiences, offering the highest level of service. The team is committed to achieve the best possible results for clients, to protect their interest and minimise risk. The firm covers the whole legal spectrum, with particular focus on corporate/commercial law, banking/finance law, financial regulation/investment services, trust/fund set-up & administration. “We always look ahead and strive to improve and expand the services we offer by constantly being updated with developments and new legal opportunities and solutions for clients,” said Maria Kitromilidou, managing partner. Ms Kitromilidou stated that the firm provides a ‘one stop service’ for its clients in relation to investment fund services by offering not just legal but also other related services such as accounting, marketing and administration. “Our team follows a pragmatic, problem-solving approach, boilerplate or innovative, as the particular case may require,” she continued. “Therefore, our highly experienced team can assist clients from the initial stage of the license application process and also provide all post licensing ongoing support.” Ms Kitromilidou noted that the funds industry in Cyprus is currently booming with investors, acknowledging the many benefits it has to offer as a business base in the European Union.

with multiple investment units allowing the management of variant pools of assets with distinct investment policies. “Under the new law, the supervision of alternative investment funds will now be managed by the Cyprus Securities and Exchange Commission and not the Central Bank of Cyprus,” she commented. In terms of trends, Ms Kitromilidou noted that there has been a move away from the more risky and alternative investment options to safer and more regulated asset classes. “Investors are more interested in safer and regulated asset classes as their risk appetite has been decreased,” she explained. “We are also seeing a tendency on the part of the investors to diversify their investments in different asset classes.” Looking to the future, Ms Kitromilidou believes that it will be an interesting 12 months for alternative investment funds in the sense of experiencing the practical implementation of the new regulatory framework that has been put in place in Europe. “We expect investors will be ‘cherry picking’ as to the jurisdiction in which to set up such funds and believe that Cyprus, supported by a network of highly qualified professionals for setting up and administering funds, will be a jurisdiction to be preferred,” she concluded.

“Cyprus has always been considered a very attractive place for all businesses due to its developed and solid legal and regulatory framework and its highly skilled personnel,” she added.

Kannava, Kitromilidou & Co LLC Maria Kitromilidou Managing Partner Tel: 357 25 585583 m.kitromilidou@kpklegal.com www.kpklegal.com

On 10/07/2014, Cyprus passed the Law on Alternative Investment Funds. Ms Kitromilidou highlighted this as a landmark development as it modernises the existing legal framework available for the registration and operation of all types of funds (UCITS and non UCITS) and it introduces new structuring options not previously available such as umbrella structures

Litigation Expertise in Jamaica Courtney Kazembe is the managing partner at Kazembe and Associates. He has a diverse litigation, estate and real estate practice that includes complex family law and commercial, civil and criminal litigation cases. Mr Kazembe has extensive experience appearing before all levels of courts and administrative tribunals, including appellate courts in Canada and Jamaica. He is also an expert in multi-jurisdictional law, human rights law, insurance law and Caribbean law. “Since 1996 I have been dedicated to serving people in our community,” he commented. “Whether or not they are clients of our firm, I am genuinely concerned about the welfare of my neighbors. My philosophy stems from the belief that all people deserve personal attention, ethical treatment and exceptional representation.” KAZEMBE AND ASSOCIATES’ mission is to solve your legal needs expediently and cost effectively. “We know that successful representation requires a thorough understanding of the law and meticulous preparation,” continued Mr Kazembe. “Beyond our academic credentials and legal experience, we invest in continuing legal education and training to ensure that our knowledge in all practice areas is current and accurate.” “We are also specifically committed to fulfilling your personal needs. Open attorney-client communication is vital to successful representation. To properly represent your interests, we spend ample time learning about your needs and goals. We also work to translate “legalese” into understandable terms so that you are clear about your legal standing

and options and can fully participate in the legal process. At KAZEMBE AND ASSOCIATES, you have a legal champion truly dedicated to your welfare. With a broad presence in the Toronto community and a commitment to at-risk youth, marginalized women and clients with immigration and multi-jurisdictional legal issues, KAZEMBE AND ASSOCIATES is working to build a better Toronto for the next generation. To this end, the firm runs a program for at-risk youth called “Stay on the Right Path.” “At KAZEMBE AND ASSOCIATES we understand that public knowledge about legal matters will go a long way toward solving many of life’s stresses and our various community problems. This is why we are presenting “In the Know” @ Kazembe and Associates, a series of free seminars and online info to educate the community of their rights,” added Mr Kazembe. “We are truly committed to creating a better community through exemplary legal representation, counsel and social-development programs. We will continue to provide expert legal advise to our clients and neighbors, and look forward to working with you in the future,” he concluded.

Kazembe and Associates Courtney Kazembe Managing Partner Tel: +1 876 946 1361 info@kazembelaw.com www.kazembelaw.com

October 2014 Corporate INTL

Sector Panel

Specific Guidance on Protection of Trademark Right in New Chinese Trademark Implementing Regulations The new revised Implementing Regulations provides more instructions concerning the protection of trademark right. Article 75 of the New Regulations extends the content of the Old Regulations, which deletes the word “intentionally” and adds providing “printing”, “business place” and “online trading platform” three infringement acts. The new version offers typical measures targeted on the emerging trademark infringements. Besides, to coordinate the implementation of Article 60 of the Trademark Law, the New Regulations lists some factors that may be taken into account when calculating the income from illegal business focused on cracking down upon trademark infringements in actual practice, such as sales price, market price and average selling price etc. The directive guidance solves the former problems that lacking of reference evidence, offers practice basis on the fine during the administrative department of industry and commerce cracking trademark infringement and which also effectively combats trademark infringement. The New Regulations also provides specific instructions on reasonable source defense, Article 79 explores the circumstances that can prove the goods are legally acquired, such as the supply list, payment receipt and purchasing contract etc.

ment cases in Article 82. This Article helps with requesting the trademark right owner to provide legal basis, solving the issues that the trademark right owner refuses to cooperate when the administrative department of industry and commerce investing infringement cases in actual practice, and cracks down upon trademark infringement with more legal support. The New Regulations provides the suspension issue in investing trademark infringement cases in Article 81 to coordinate the implementation of Item 3 of Article 62 of the Trademark Law. To some extent, this Article avoids the circumstance that the trademark squatters put pressure on the real owner of the trademark with the malicious cybersquatting registered trademark, and offers a solution to the problem that when an opponent brings an invalid request, the opposed party rising a litigation or complaining about trademark infringement after trademark opposition procedure or the trademark under dispute is permitted to register because of the injustice towards the opponent. In all, the New Regulations contains many updated and targeted Articles regarding protection of registered trademarks to coordinate with the implementation of the new Trademark Law. A series of regulations on trademark indicate that China intends to strengthen its striking power against trademark infringement act and given more reasonable protection to trademark.

Under the circumstance of reasonable source defense, Article 80 of the New Regulations states that the administrative department of industry and commerce will “report the case to the local administrative department of industry and commerce in the place where the provider of infringing goods is located” which is good to crack down upon trademark infringement at the source.

King & Wood Mallesons Xianjie Ding Of Counsel Tel: +86 21 2412 6062 xianjie.ding@cn.kwm.com www.kwm.com

The New Regulations makes rules concerning the obligation of cooperation of the trademark owners during the period of handling trademark infringe-

Dispute Resolution Expertise in Brazil Eduardo Romeiro is a managing partner of Lautenschlager, Romeiro e Iwamizu Advogados. Mr Romeiro co-founded the firm in 2005 and is the head of the litigation department of the firm. He has about 20 years of practice in the litigation area. Mr Romeiro has a solid background in civil and commercial complex and strategic judicial litigation, comprising cross border litigation, class actions, contractual disputes, corporate litigation, product liability and credit recovery, among others. He also has broad experience in arbitration proceedings involving commercial matters of different nature. Mr Romeiro is a member of the Brazilian Bar Association; the Institute of Attorneys of Sao Paulo; the International Bar Association; Chairman of the Executive Committee of Law Exchange International; and arbitrator of the European Chamber in Sao Paulo. He has successfully acted in the following recent matters, among others:

civil responsibility for alleged defects in the project; •

$50 million corporate litigation brought by shareholders against the board of directors in representation of the board;

•

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

The Litigation department of Lautenschlager, Romeiro e Iwamizu Advogados has been ranked as a top 10 in Brazil by different directories. The firm provides specialised legal services in litigation and consulting, relating to a wide range of areas and fields of law. The firm represents clients in court in public and private litigation involving the several fields of law, such as civil, commercial, corporate, bank, bankruptcy, consumer protection, antitrust, administrative law and intellectual property litigation, among other fields, before the lower courts, state courts of appeals and higher court levels.

•

Cases involving contractual disputes over infrastructure projects of the Brazilian government, defending a relevant European client in the Power & Energy field – global amount over $200 million;

•

US$50 MM commercial dispute between American principal and Brazilian distributor and sales representative;

Lautenschlager, Romeiro e Iwamizu Advogados

•

Strategic litigation cases involving the subsidiary of a US manufacturer in the household appliances business in relevant product liability issues;

Eduardo Romeiro Managing Partner Tel: +5511 2126 4610 cer@lrilaw.com.br www.lrilaw.com.br

•

$75 million litigation involving civil engineering projects and

October 2014 Corporate INTL

Sector Panel

Intellectual Property Law Experts in Indonesia Law Office Cita Citrawinda Noerhadi & Associates (known as CCN) was founded by Cita Citrawinda, a prominent intellectual property consultant and currently she is the President of the Indonesian Intellectual Property Consultant Association (AKHKI). CCN Office is well known for its experience in intellectual property and this experience provides a solid foundation for dealing with complex legal issues involving intellectual property rights, including enforcement of intellectual property rights, validity and infringement opinions and litigation. The firm is located in Jakarta, only a few blocks from the office of the Directorate General of Intellectual Property Rights. CCN Office roots date back to 1987, when Cita Citrawinda run, and managed, reorganized Biro Oktroi Roosseno until March, 2004 and CCN office has grown to become one of Indonesian leading Intellectual Property law Firm dedicated to high quality legal work on IP matters. The firm has achieved a high level of respect and success among the Indonesian law firm through its commitment to providing its clients with prompt, efficient, and quality representation in every phase of IP protection, including, the first important step, obtaining as board a protection as possible under the Indonesian practice by enthusiastically prosecuting matters before the Indonesian Intellectual Property Office. The firm offers a full range of legal services for obtaining, maintaining and enforcing intellectual property rights in Indonesia and worldwide. The firm gives effective assistance and counsel to its client in maintaining their intellectual property rights around the world. With the firm‘s expertise and commitment, the firm is able to provide its clients with stable and effective IP service. The firm has the support and backing of a team comprised of professional intellectual property lawyers, skilled technical persons, well-experienced staff and chain of lawyers.

defence against oppositions, cancellation actions, infringement actions, criminal actions against counterfeiters, injunctions and actions seeking compensation for damages, dispute resolutions before administrative authorities in intellectual property and related laws, providing guidance to avoid infringement of existing third-party intellectual property rights, as well as other civil and criminal cases. Further, it offers legal assistance in nullity lawsuits and/or enforcement of intellectual property rights and defends clients in trademark, patent, copyright, industrial design and cancellation proceedings. CCN advises on intellectual property matters, searches and opinions on registration, along with handling the preparation and review of licensing and franchising agreements. It offers patent, trademark, copyright, industrial design and surveillance and/or infringement investigation services, and provides data and information services on intellectual property rights. CCN is adequately equipped with qualified professionals, including an intellectual property consultant, lawyers, attorneys, advocates, engineers and paralegals, who are ready to take care of every necessary action involved in the management of intellectual property. They employ their experience and expertise, skills and talents to meet and overcome all challenges in the protection of intellectual property rights, advising clients in connection with the unfair competition laws, contractual agreements, as well as handling cases outside of intellectual property matters.

Law Office Cita Citrawinda Noerhadi & Associates Cita Citrawinda Partner Tel: +62 21 8354005 cita_p@ccpassociates.com www.ccp-associates.com

CCN is pleased to offer a broad range of legal services, primarily for the protection of all kinds of intellectual property rights, including trademark and/or service marks, patents, copyrights, trade secrets and industrial designs, both national and international. The firm also handles litigation arising from infringements of its clients’ proprietary interests, such as oppositions,

Labour and Social Security Law Specialist in Colombia Juan Pablo Lopez Moreno is a general director and legal representative of LOPEZ & ASOCIADOS. Mr Lopez is dedicated to the practice of labour and social security law in Colombia, with exclusive emphasis on the representation of corporations and specialised counselling in the areas of individual and collective labour law for service to various companies in the financial, commercial, mining and industrial and service sector. In the counselling area, the firm renders integral services of individual and collective labour law, migration and social security issue, focussing on providing innovative solutions that facilitate the entrepreneurial development of the clients and result in prevention of juridical and labour related risks.

Publications • • • •

Theoretical-Practical Compendium on Individual and Collective Labour Law College of Labour Lawyers of Colombia 2013 – “Special Chapter on Labour Unions/Collective Labour Law”; Trajectory and challenges of labour and social security law in Colombia College of Labour Lawyers of Colombia, 2008 – “Class Actions” and their Impact on Labour Law; Homage to Ms Maria del Rosario Silva Calderon and Mr Pedro Manuel Charria Angulo, 2004 - “Juridical Approach to Controversy on Pension Bonds”; “Substantive Labour Code and Labour Processing Code” - Compucodigo Collection – DERECHO VIGENTE - First Edition 1997

Professional Associations

Personal

Mr Lopez is a member of several professional associations, including:

Mr Lopez has been a speaker and lecturer in labour related issues, individual and collective labour law for recognised domestic and multinational companies.

• • • •

Member of the Committee of Labour Lawyers of the National Association of Industrialists – “Andi” since 2007; Principal member of the Board of Directors of Seguros Alfa and S Seguros de Vida Alfa S.A. since 2007; Director of the Department of Labour Law at Pontificia Universidad Javeriana, Bogota, since 2012; Member of the College of Lawyers in Labour and Social Security Law since 2001.

• •

Speaker for Pontificia Universidad Javeriana in labour law related issues during 2009, 2010, 2011 and 2013 Speaker for LOPEZ Y ASOCIADOS SAS in matters related to individual and collective labour law since 2006.

Career • •

Lawyer from Pontificia Universidad Javeriana – Bogota (1993), Specialist in Labour and Social Security Law from Pontificia Universidad Javeriana (1994).

Mr Lopez is currently the leader of a 26-lawyer team and his firm renders services to over 300 clients in matters of individual and collective labour and social security law. In 2011 he was awarded recognition as a leader in labour legislation by the Corporate International Global Awards.

LOPEZ & ASOCIADOS Juan Pablo Lopez Moreno General Director Tel: +57 (571) 340-6944 abogados@lopezasociados.net www.lopezasociados.net

October 2014 Corporate INTL

Sector Panel

AIFMD Implementation in Luxembourg: End of the Transitional Period Over the last 25 years Luxembourg has built up its position as the most popular domicile for undertakings for collective investments in transferable securities (“UCITS”). At the same time Luxembourg has developed a strong track record in alternative investment funds structure such as hedge funds and funds of hedge funds, private equity vehicles and real estate funds. As of 22 July 2014 – deadline for lodging applications

market these Alternative Investment Funds (“AIF”) to

for authorisation - the Luxembourg Commission de

professional investors. There is however, no passport

Surveillance du Secteur Financier (“CSSF”) - had

available for AIFs managed by non-EU AIFMs or for

received a total of 773 applications submitted in

non-EU AIFs managed by EU AIFMs until at least

accordance with the Luxembourg law of 12 July 2013

2016. Therefore it will be necessary to comply with

on Alternative Investment Fund Managers (the “AIFM

national private placement regimes introduced under

Law”) with a total of 215 requests to be approved as

AIFMD to market such AIFs in the EU, except in cases

Altenative Investment Funds Manager (“AIFM”) and

of genuine reverse solicitation.

558 requests for registration of AIFM.

The FAQ document sets out the Luxembourg rules

Out of the 215 requests, 151 entities have been

for marketing alternative funds to professional investors

approved as AIFMs from the 22 July 2014 deadline.

in Luxembourg by non-EU managers. They may carry

According to the CSSF, those who are still awaiting

out such marketing without a passport, but must inform

authorisation are linked to entities, which were not

the CSSF when they start (and also stop), and are

active in the field of alternative investment funds before

subject to reporting requirements under Article 45 of

22 July 2013 and are not subject to the provisions of

the AIFM Law (referring to Articles 22, 23 and 24 of

the transactional period.

the AIFMD), but only in respect of funds marketed in

In relation to the 215 requests, 105 were from

Luxembourg. The reporting requirement applies to

existing UCITS management companies, 48 from

both regulated and non-regulated Luxembourg funds.

non-UCITS management companies and 62 from other

Once the AIFMD passport will be available to non-EU

existing or newly created entities.

managers, they will be required to report to the regula-

A total of 487 entities have been granted the status of registered AIFM under the provisions of Article 3(2) of the AIFM Law as of 22 July 2014. The remaining 71

tor of their member state of reference. Reporting timetable

The new version of the FAQ document primarily up-

applications for registration are either incomplete as of

dates information regarding reporting requirements, in

the 22 July 2014 deadline or have been withdrawn by

conjunction with ESMA’s Reporting Guidelines and its

the applicant.

Opinion on Reporting under Article 24(5) of the AIFMD.

Existing non-UCITS management companies that

The guidelines recommend that reporting periods for

have not applied for authorisation or registration in

AIFMs be aligned with the calendar year, with quarterly,

Luxembourg have designated, or are in the process

half-yearly or annual reporting periods depending on

of designating, a third-party AIFM established within

the requirements applicable to the particular manager.

the EU. The CSSF published on 18 July 2014 its latest up-

AIFMs authorised after the entry into force of the directive 22 July 2013, but before 30 June 2014, must

date to its Frequently Asked Questions (“FAQ”) docu-

submit their first reporting statement, for the period

ment on the AIFM Law concerning the implementation

starting 1 July 2014 by the end of October 2014 for

of the AIFM Directive 2011/61/EU of 8 June 2011 on

those subject to quarterly reporting, or by the end of

Alternative Investment Fund Managers (“AIFMD”).

January 2015 for those reporting half-yearly and an-

The FAQ document highlights key aspects of the

nually. AIFMs authorised between 1 and 22 July 2014

AIFMD rules from a Luxembourg perspective and

must submit their first reporting, for the period from Oc-

for the purposes of alternative funds and managers

tober 1 to 31 December 2014 by 31 January 2015. The

established in the Grand-Duchy of Luxembourg. It

deadlines for funds of funds are 15 days later, to allow

covers the scope of the AIFM Law, the authorisation

the gathering of data reported by underlying funds.

and registration (for managers below the assets under

Managers of funds with assets below the authorisa-

management thresholds) regimes, delegation require-

tion threshold that received confirmation of registration

ments, entry into force of the law and transitional pro-

in 2013 must report for 2014 by 31 January 2015, or 15

visions, the scope of authorised managers’ activities,

February for funds of funds. Those registered in 2014

depositary rules, the application of the AIFMD passport

must begin reporting as of the quarter following regis-

to Luxembourg managers and funds and to foreign

tration for a period up to the end of the calendar year

managers marketing in Luxembourg, reporting, valua-

(2015 for managers registered in the fourth quarter),

tion, transaction costs, and co-operation agreements

and file their report by the end of the following January,

signed by the CSSF with non-EU regulators.

or February 2015 for funds of funds.

AIFMD passporting regime

EU AIFMs marketing EU Alternative Investment Funds now have access to an EU wide passport to

October 2014 Corporate INTL

LEXFIELD is a Luxembourg business law firm

focused on investment management, corporate, tax and finance laws.

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

Sector Panel

Tax Law Expert in Indonesia During the course of Lubis Ganie Surowidjojo’s (LGS) more than 29 years of service, it has secured its position as the premier Indonesian corporate transaction and commercial litigation law firm. This combination of commercial law experience and litigation uniquely positions LGS to deal with the full range of commercial issues faced by its clients. The firm has experience representing a diverse range of clients, including domestic and multinational corporations, public and private companies, government instrumentalities and state-owned enterprises. It works closely with clients to understand their problems, determine their needs and arrive at practical solutions that are both cost-effective and viable over the long term. Mohamed Idwan ‘Kiki’ Ganie, LGS managing partner, has more than 30 years of legal experience, and specialises in commercial transactions and commercial litigation, including alternative dispute resolution. He has acted as an expert in a number of court and arbitration proceedings. Mr Ganie graduated from the Faculty of Law of the University of Indonesia and holds a PhD in Law from the University of Hamburg, Germany. His expertise covers general corporate / company law, banking law, finance, bankruptcy and restructuring, mining, investment, acquisitions, infrastructure projects/project finance, antitrust, and shipping/aviation, with a particular focus on corporate governance and compliance. He noted: “Indonesian tax authorities are becoming increasingly sophisticated, which is a trend that can be seen vividly over the last several years. At times this has resulted in an overly conservative view being taken by the authorities in an attempt to crack down on perceived abuses, even when the conduct in question is not technically in breach of regulations. In such cases it is important to actively engage with the authorities and adequately

explain the structures and transactions in question. “It is unlikely that there will be specific regulatory change in Indonesia to target tax havens since the legislation already provides for re-evaluation of “avoidance transactions.” This approach has been used by Indonesian authorities in the past, and with the tax officials’ increasing sophistication should be expected to be applied in increasing numbers of cases. Particularly, although not legislated, the tax officials have a view of certain countries as being tax havens, and any transactions or arrangements involving such countries are increasingly coming under increased scrutiny. “Indonesia has a wide network of tax treaties, both with its neighbours (notably Singapore and Hong Kong) and with countries that have been traditional sources of foreign investment (Japan, South Korea, Netherlands, Australia, United Kingdom, and the United States). In addition to treaty benefits, Indonesia provides a robust framework of tax incentives for investors, which include temporary suspension of income tax and a range of import facilities.” The firm has obtained Lloyd’s Register Quality Assurance certifications of ISO 9001:2008 for Quality Management systems, and ISO 14001:2004 for Environmental Management systems to ensure the quality of its operations.

Lubis Ganie Surowidjojo Dr Mohamed Idwan ‘Kiki’ Ganie Managing Partner Tel: +62 21 831-5005 / 831-5025 ganie@lgslaw.co.id www.lgsonline.com

IT Law in France MEDIASTIC – Martineau Associés A.A.R.P.I. focuses on Intellectual Property, telecommunications, media & Information Technology, as well as distribution and insurance law. “We own a deep legal and technical knowledge about IT tools, procedures and processes that help to provide up-to-date, fast and relevant advice,” said Anne-Katel Martineau, partner and founder. “We are truly experts in our fields of proficiencies, having deep acquaintance with the industries we work for. We consider that our creativity and savoir-faire enhance our clients’innovations”.

“Our lawyers speak at least three languages and work in at least two languages every day in an international context”. Mrs Anne-Katel Martineau has expertise in the acquisition and protection of intellectual property rights. She is at the intersection of digital media, entertainment and technology.

“One of our strengths and particularity is to be specialised in Intellectual Property law as well. 50% of our files are dealing with IP and digital media issues” she said.

Privacy and security is an area of increasing concern in a globally interconnected world. The firm has been involved in forming contracts for clients in this area, such as: providing agreements to set up an authorised system, hosting personal health data and also for insurance companies; providing General and Particular Sales Conditions to IT security providers; and negotiating and drafting agreements with major companies for the provision of IT services in a highly sensitive technical environment.

MEDIASTIC – Martineau Associés A.A.R.P.I. regularly works on legal agreements for Internet connectivity and data networking.

The firm has experience in the construction of new business models for individual clients and companies.

The firm is also involved in outsourcing IT – an area with great potential for cost savings. The firm assisted consultants on their outsourcing projects for their clients.

Looking ahead over the next 12 months, Mrs Martineau expects to be working more and more on Big Data issues. She expects to be working also on various multi-platforms and digital projects.

Mrs Martineau stated that the key obstacles faced during this work related to the SLA, risks of people transfer and confidentiality. Intellectual Property is often inherent in bespoke IT systems. The firm is usually able to deal with issues relating to IP in these areas on its own, however Mrs Martineau stated that it may require local support from its network of local correspondents in Europe, South America and in the United States of America.

Anne-Katel Martineau Partner and Founder MEDIASTIC – Martineau Associés AARPI Tel: +33 (0)1 77-15-09-96 akmartineau@medias-tic.com www.medias-tic.com

October 2014 Corporate INTL

Sector Panel

Banking & Securities Legal Expert in Barbados Meridian Law’s primary practice areas are corporate, commercial and international finance law, providing legal services to private clients and domestic and international corporate clients of all sizes and in all sectors. The firm’s services include advising on company formation, trusts, special purpose vehicles, real estate mortgages, sales, purchases and developments, cross-border and securities transactions.

commissions and stock exchanges and regional private corporations and Fortune 500 companies. She has advised on local real estate and commercial transactions in the hotel, telecommunications, energy, insurance and banking industries.

Moreover, Meridian Law provides consulting services to companies across diverse industries looking to do business, or doing business, in Barbados at various stages of their development, be it at concept, cost-benefit analysis, or post-start-up stage. To ensure the success of a business, the firm provides a practical, forward-thinking and strategic approach to legal issues and concerns.

Ms Williams has a Masters in Finance and International Business from Fordham University, New York and worked in the Fixed Income and Legal Department of investment bank Nomura Securities International, New York, providing structuring advice as well as due diligence on asset-backed security (ABS) and mortgage-backed security (MBS) loan pools in the capital market. She was also a key adviser to BellCurves, LLC, N.Y., a B2B start-up, advising on its corporate structures, holding of IP rights in these corporate structures and negotiating service contracts with US national and global partners.

It exists to help clients achieve their goals and solve their problems by performing effective, challenging legal work in a cost-efficient manner on their behalf, with financial results that will permit clients to advance and flourish. Meridian Law brings enthusiasm, innovation, entrepreneurial zeal and commitment to advancing the welfare of the firm and its clients.

She is one of the international business correspondents for Barbados Business Catalyst magazine, produced by Barbados Industrial Development Corporation (BIDC). She is a former committee member of the Joint Policy Working Group for International Business to advise the Ministry on recommendations for the international business industry.

Dawn A Williams – Attorney Dawn A Williams practises real estate, banking and securities law. Her practice involves advising clients on corporate finance matters such as tax issues, mergers and acquisitions, and public and private financings. She also provides ongoing advice on general securities and corporate law matters to international business entities, high-net-worth individuals in their international tax planning, top regional and national banks and mid-size to large real estate developments in Barbados. Ms Williams has acted as counsel for offshore banks, global trustee companies, regional securities

Meridian Law Dawn A Williams Managing Partner Tel: +1 (246) 431-6677 daw@meridianlawbb.com www.meridianlawbb.com

Routes to Trademark Protection in Germany Müller Schupfner & Partner is an established full-service law firm in the field of Intellectual Property. Our highly experienced patent attorneys and attorneys at law have counseled and represented international clients since 1931 in all areas of Intellectual Property, including filing and prosecution of IP rights, as well as opposition, revocation and infringement proceedings both nationally and internationally. Our philosophy includes the fast and effective settlement of disputes by negotiations and mediation. We provide strategic advice to our clients in building their portfolio of protective rights (patents, utility models, trademarks, designs) and assist them in filing, prosecuting, maintaining and defending their IP rights. We are experienced in coordinating parallel proceedings in different jurisdictions. By uniting both patent attorneys and attorneys at law under one roof, we are able to provide the comprehensive legal and technical advice which is necessary to conduct infringement, opposition and revocation proceedings efficiently. In the area of anti-counterfeiting, we closely cooperate with the customs authorities in Germany and Europe in order to prevent cross-border trading with infringing goods. There are four routes to obtain Trademark protection for the territory of Germany – a German national trademark, a European Community Trademark or a designation of either Germany of the EU within an International Registration. Each of these routes has pro and cons – different costs at filing and for the renewal, and different possible absolute and relative grounds for refusal. Therefore, it takes customised solutions for each client to navigate through the application process. We interact closely with our clients to find out their specific requirements, in order to work out the best strategy for each company. In Germany we are lucky to have fast and effective infringement courts which means that it is possible to obtain injunctions by the court in

October 2014 Corporate INTL

urgent matters within a few days - sometimes within hours, e.g. in the matter of trademark infringements on trade fairs. Just recently, we obtained an injunction based on a registered and famous trademark and achieved that the infringer had to change its logo, the website presentation and the product packaging. As President of ECTA (European Communities Trade Mark Association) I have the chance to work closely with representatives of the European Commission, the Office for Harmonisation in the Internal Market (Trade Marks and Designs) (OHIM) and other EU and national IP institutions in order to develop and influence the current European Trademark Law. ECTA’s main aim is to balance trademark rights in Europe and get the best law established. This gives me an even more intensive insight into the European Trademark Law, its backgrounds and future possibilities of development. Moreover, the discussion with officials and colleagues also gives me a deeper understanding of the German Trademark Law because most parts of the Trademark Law are harmonised. The involvement in the European and German Trademark Law on the one hand and the application in my day-to-day practice on the other hand help me to provide our clients with the very best advice and service in all trademark matters.

Müller Schupfner & Partner Patent- und Rechtsanwaltspartnerschaft mbB

F. Peter Müller Partner German and European Patent and Trademark Attorney Tel: +49-89-2199120 maximark@propat.de www.propat.de

Sector Panel

Expertise and Reputation is the Foundation of Australian Law Firm in Family and Children’s Law NLS Law Pty Ltd deals with all phases of law with a focus Children’s Law and Family Law. NLS Law also deals with Criminal Law, Defamation, Discrimination, Human Rights Law and Immigration Law. Established in Australia by Neisha Shepherd who is the Legal Director, an Accredited Specialist in Children’s Law, a Collaborative Lawyer and a Registered Migration Agent. In addition to this Ms Shepherd currently guest lectures at the University of Newcastle in the area of Children’s Law and Family Law. Ms Shepherd has represented people in difficult legal matters with significant successes, which includes cases in the High Court of Australia, NSW Court of Appeal, Supreme Court of NSW, District Court of NSW, Children’s Court of NSW, Local Court of NSW, Family Court of Australia, Federal Circuit Court of Australia and the Full Court of the Family Court of Australia. In 2011 she received a nomination for the New South Wales Justice Medal for her contribution to Children’s and Family Law in Australia. In Australia there have been recent developments and amendments to the Family Law Act of 1975 in relation to shared parenting, and in 2011 specifically regarding Family Violence as well as the application of the United Nations Convention on the Rights of the Child. NLS Law’s legal team is well versed across all these areas and has taken on challenging cases that have contributed to the development of the law in the areas of Family and Children’s Law and most importantly achieved successful outcomes for their clients. Winning at the High Court of Australia, the NSW Court of Appeal are examples of how her work has contributed to Family and Children’s Law in Australia. Ms Shepherd has practiced Family Law across Australia and is a well recognised Independent Children’s Lawyer in the Family Court of Australia and Federal Circuit Court of Australia. Ms Shepherd and her team at NLS Law are committed to human rights and social justice and the development of Family and Children’s Law in Australia and internationally. This is reflected in the number of major conferences both in Australia and internationally that Ms Shepherd has been invited to present: including the following: Children in a Changing World: Challenges for Families and Communities, National ACWA Conference, paper entitled: It Hurts Me Too: The Representation of Children where there are circumstances of Family Violence and Abuse; 6th World Congress on Family Law and Children’s

Rights: Paper Entitled: “When is Significant Change Enough - A child’s right to identity, culture and family”; Tenth Triennial International Child and Youth Care Conference, Canada, paper entitled: “My Right, My Voice, My Life - The Care and Protection of Children and Young People at Risk, XXIX International Congress of Law and Mental Health, Sorbonne University Paris, paper entitled: Falling Thru the Cracks – The Care and Protection of Young People at Risk. In November 2014, Ms Shepherd is presenting a paper entitled: Invisible Children: Perspectives from a Child Rights Lawyer at the International Conference CRC 25 years, Leiden University, The Netherlands. Ms Shepherd and her legal team at NLS Law are able to provide assistance in all aspects of Children and Family Law including International Family Law issues, Immigration, Parenting Disputes about Children, Relocation, Child Abduction, Family Violence and Child Abuse issues, Marriage, Divorce and Defacto Disputes, Financial, Maintenance and Property Claims. The firm specialises in complex matters and has experience in collaborative law processes, mediation and settlement conferences, successful litigation including appeals. “Our prominent and talented staff are dedicated to providing the best quality legal service in matters of children’s and family law and are committed to ensuring the best possible outcomes for the families. Their experience is very reassuring to clients who not only require legal assistance but also an understanding of the pressures that usually come with resolving complex legal issue,” said Ms Shepherd.

NLS Law Pty Ltd Neisha Shepherd Director Tel: +61 2 49276315 office@nlslaw.com.au www.nlslaw.com.au

Closing Distance: Patent and Product in Japan OHNO & PARTNERS was founded in 2000 as an IP boutique firm to provide a full range of legal services in all areas of intellectual property. Centred on its broadly appreciated expertise in IP litigation, the firm provides a wide range of counselling including IP due diligence and pre-litigation strategy as well as prosecution, licensing, and opinion. The Japanese patent system has been increasingly start-up friendly these years, but 2015 may be a challenge. Over the last five years, the waiting period for a first office action from the Japan Patent Office (JPO) after the request for substantive examination has dramatically shortened from two and a half years to eleven months. Moreover, this can be further reduced to two – three months by requesting an accelerated examination for example when the applicant is already using the invention in its product. One of the reasons why some companies, especially start-ups whose resources are limited, were reluctant in filing a patent application was the difficulty in timely establishing a patent and making the full use of it in its business. Now, the landscape has completely changed. Companies can control the speed of the examination of its patent applications and establish patents within six months if necessary from their business perspectives. The distance between patent and product or business has closed. Start-ups are now in a position to utilise their patents in attracting next round funding, negotiating alliances, negotiating M&A, sending out cease–and-desist letters, etc. fully in a timely manner with their business needs. It can be said that Japan is one of the best environments for protecting the IP of tech start-ups. However, this improvement in JPO’s examination speed is said to have caused an institutional problem in the Japanese patent system.

Five years ago, there were nearly 8000 peer reviews – prior art document submissions – from competitors and this has decreased to around 6000 recently. This decrease is explained by the improved speed of the examination which results in allowance before one and a half month period from the application date, after which applications are published. Since competitors have no means to know the existence of patent applications before their publication, it is impossible to monitor competitor’s applications. In response to the awareness of this problem, an amendment bill to the Patent Act was submitted and passed the congress this year and a Post-Grand Review (PGR) system will be introduced in early 2015. This will be a stabiliser of the patent system as a whole by revoking patents that should haven’t been granted but it may become an destabiliser for patent holders. For example, if patents are granted less than a year from application, proof of public use, if it exists, is much easier than proving it after many years and public use may become one of the important attacks from competitors in PGR in certain technical fields. With the introduction of the PGR system, complexity will be added to the Japanese patent system and we will see whether this will be a stabiliser or a destabiliser.

OHNO & PARTNERS Kan Otani Patent Attorney Tel: 81-3-5218-2453 otanik@oslaw.org www.oslaw.org

October 2014 Corporate INTL

Sector Panel

A Trusted Legal Resource on Grand Bahama For business owners, Grand Bahama is an oasis. But navigating the complexities of local law—and how they interplay— can be confusing for locals and outsiders alike. That’s why so many global and regional businesses look to ParrisWhittaker for their legal needs. ParrisWhittaker is one of the most respected law firms in the Bahamas, with a wide-ranging legal practice, from maritime and shipping to litigation, corporate law and commercial real estate. The firm’s clients range from multinational corporations to individual litigants. We’re ParrisWhittaker, attorneys-at-law and trusted legal resource on Grand Bahama. The firm has a combined 60 years of experience. We help our clients protect their interests in the Bahamas and beyond by providing expert, hands-on attention within a range of legal specialties. As effective negotiators and powerful litigators, we keep you out of court as much as possible—and fight passionately on your behalf when the need arises. Our practice accommodates both non-Bahamian businesses in need of pointed local expertise, and local businesses seeking a reliable, accessible legal partner. We’ve tailored our broad and helpful specialties to our clients’ key needs, handling everything from real estate law to medical malpractice claims to maritime and shipping law. For our clients, we pilot unfamiliar territory like Bahamian licensing regulations, the tax regime, and local approval processes. We’re educators and advisors, and clients can quickly and easily access our expertise by phone or email. The firm works closely with the regulatory regimes on Grand Bahama such as the Grand Bahama Port Authority and the Ba-

hamas Maritime Authority to ensure that all matters are handled in an efficient manner. As a major financial and shipping centre, some of the most pressing legal issues surrounding the Bahamas relates to legislation regarding off-shore investment and the management of new and long-established corporations. ParrisWhittaker helps clients ensure they do not fall foul of legislative demands by keeping ahead of the curve, ensuring they are able to grow their business confidently. Mrs Parris-Whittaker noted: “One of my most thriving areas of practice is that of maritime and shipping law – for which our firm has received awards. I frequently represent maritime lien holders, and also represent shipyard and vessel owners and vessel repair shops, and have often appeared before the Supreme Court and the Court of Appeal. I also have strong expertise in probate practice, acting as attorney for executors, including on very large and high asset estates.” Our services are priced according to the value we deliver, so our clients pay a fair rate every time they engage us. Learn more at www.parriswhittaker.com.

ParrisWhittaker Kenra Parris-Whittaker Partner Tel: +1 242 352 6110 kw@parriswhittaker.com www.parriswhittaker.com

Banking and Finance Expertise in India Phoenix Legal is a full service law firm operating from offices located in New Delhi and Mumbai. The firm provides an extensive range of transactional, advisory and dispute resolution services, and advises a diverse clientele including domestic and international companies, banks and financial institutions, funds, promoter groups and public sector undertakings. Phoenix Legal has also received the highest client satisfaction rating amongst the top 20 Indian law firms in the Indian Law Firm Rankings for 2013 published by RSG (available at http://rsg-india.com/rankings). The firm has a strong banking and finance practice, which is led by Sawant Singh who is based in Mumbai, India. The firm advises on banking and finance transactions and matters across the spectrum, including wholesale lending, infrastructure and project finance, trade and export finance, securitisation, structured transactions, distressed assets, debt capital markets, and acquisition finance. The firm also regularly assists foreign MNC banks in India on preparing and standardising documentation for their wholesale lending products. Mr Singh noted that India is a popular destination for foreign investment, and observed that the government is contemplating structural changes to ease doing business in the country, including reforming prevailing labour laws, increasing the inflow of capital in capital intensive sectors such as insurance, and allowing greater foreign participation in technology intensive sectors such as defence. “The implementation of much needed structural changes would significantly improve business conditions in India, and would lead to higher inbound foreign investment,” he commented. Mr Singh stated that while the financial crisis has not affected India as badly as some other countries, high inflation has led to a tightening of the Reserve Bank of India’s (RBI) monetary policy. “This in turn has led to reduced levels of liquidity in the market, consequently

October 2014 Corporate INTL

leading to a downward trend in risk-appetite of banks and financial institutions for providing long-term credit at low interest rates, as well as the ability of borrowers to assume (and service) high-interest longterm borrowings. While this situation has remained largely unchanged in the previous 12 months, we expect the overall picture to improve in the next 6 – 12 months.” Looking ahead, Mr Singh anticipates increased activity in infrastructure financing over the next 12 months, and possibly the next 24-36 months considering India’s urgent need for renewing existing infrastructure as well as developing new infrastructure. Mr Singh noted three developments in particular – the recently presented railways budget emphasizing the involvement of private players in developing rail infrastructure through the “PPP” route and also proposing the opening of the rail sector to foreign investment, the RBI easing infrastructure financing requirements applicable to banks, and the notification of regulations on establishment of “Infrastructure Investment Trusts” to reduce the pressure on the banking system while also making available fresh equity for infrastructure projects. “From an overall perspective, it appears that the new government is very keen to accelerate the development of new infrastructure in sectors like transport and power, and is expected to announce investor friendly initiatives,” he concluded.

Phoenix Legal Sawant Singh Partner (Mumbai) Tel: +91 22 4340 8500 sawant.singh@phoenixlegal.in www.phoenixlegal.in

Sector Panel

International Tax Services in Switzerland PBK is a full-service interdisciplinary business law firm, located in Zurich, Switzerland. PBK was founded in July 2008 by four experienced practitioners from other law firms with their respective teams and has since grown to more than 20 professionals.

PBK provides traditional legal advice and representa-

constitution must be accepted by the majority of the

tion in legal enforcement by employing an approach

people and the cantons. With the signatures of 100,000

and devices which are adequate to today’s challenges.

people a so-called popular initiative may be launched

“PBK consists of experts who, rather than being sim-

and a change of the federal constitution be proposed,

ply a collection of resources unrelated among them-

which must then be discussed by the federal parlia-

selves, see beyond the traditional limits of their areas of

ment. The initiative is then voted on by the people and

expertise,” said Walter H. Boss, founding partner. “PBK

the cantons.

views itself as part of the client’s risk management and

In addition, the people also have the right to ref-

sees the law as a tool to control risk. Based on this

erendum. If 50,000 signatures are collected a new law

premise PBK helps its clients to create contractual and

enacted or certain international treaties accepted by

organisational structures that give them control over

the federal parliament are subjected to a popular vote.

the relevant processes. PBK participates in shaping its

On the cantonal and local level, people enjoy similar

client’s business activities which involves establishing

political rights.

corporate, legal and tax related structures that are in line with the client’s goals.” Mr Boss explained that the successful processing of

“Due to the different legislation on the federal level and in the 26 cantons, it might be difficult for a situation,” explained Mr Boss. “However, a person may

from various disciplines. To an ever larger extent,

also profit from the difference in the federal and the

business activities are governed by a combination of

cantonal laws by choosing for example the registered

norms from private and public law. PBK works in both

seat of a company in a canton whose tax burden is

areas and does so in a crossover rather than a delim-

more favourable than in another. With regard to canton-

iting fashion. Therefore, PBK offers the full range of

al tax legislation, the competence of determining the

services typically required in the context of internation-

cantonal corporate income tax rates is still exclusively

al transactions and restructurings, namely corporate,

in the hands of the cantonal authorities.”

It assists clients in corporate tax matters primar-

While there is a smaller amount of formalities to comply with in Switzerland compared to certain foreign

ily by providing tax advice on restructurings and

jurisdictions, Mr Boss stated that there is an increased

obtaining a ruling from the competent tax authorities.

tendency of tighter regulations.

Furthermore, the firm also engages in tax litigation and

“In order to overcome these challenges, PBK en-

does corporate tax compliance. In addition, PBL has

deavours to gain a clear understanding of the client’s

long-standing expertise in providing corporate legal

objectives and business. This allows us to properly

and regulatory advice.

structure, negotiate and implement the transaction at

Commenting on the legal environment in Switzer-

issue and to pursue a project management approach

land, Mr Boss noted that it is a federal and democratic

which includes the legal and documentation process

state with three institutional levels: the Confederation,

through all phases of the transaction. Depending on

the 26 cantons and the municipalities. Switzerland has

the specifics of the case, we work in an integrated

a civil law legal system and hence, Swiss law is divid-

team of our specialists in areas such as taxes, govern-

ed into public and private law. Hierarchically, federal

ment regulations, environment, etc.”

law takes precedence over cantonal constitutions and

Mr Boss believes that the Swiss market is very at-

law, constitutional rules prevail over ordinary statutes,

tractive to foreign investment as far as the legal and tax

and legislative statutes take priority over regulations

environment are concerned. He cited the certainty of

announced by the government or administrative

law, especially regarding M&A transactions and, a crit-

authorities.

ical point for foreign investors, tax issues are typically

“Swiss people have many political rights,” said Mr Boss. They can elect the members of the deferral parliament, the cantonal and local executive as well

Walter H. Boss Founding Partner Tel: +41 44 220 12 12 boss@pbklaw.ch www.pbklaw.ch

layperson to find the law applicable to his individual

legal facts calls for a combination of expert knowledge

contractual, tax and labour law advice.

P | B | K - Poledna Boss Kurer AG

addressed in a ruling which may be obtained from the competent tax authority in a rather short time frame. He concluded: “Since the Swiss economy has not

as the cantonal and local parliament. The federal

been substantially hit by the credit crunch, the investor

parliament then elects the federal council, which has

is usually able to finance the envisaged projects

seven members.

through the financial market.”

In addition, on the deferral level all changes of the

October 2014 Corporate INTL

Sector Panel

Intellectual Property in China Jiancheng Jiang is managing partner of Peksung Intellectual Property. He is a patent attorney and attorney-at-law and his practice area includes prosecution, litigation, enforcement and strategy in IP matters in a wide variety of technical fields, particularly biochemistry, biotechnology, pharmaceutics and organic chemistry. He has successfully represented Pfizer in Viagra patent validity case in China. Mr Jiang received his BS in Biochemistry from Peking University and his MS in Biochemistry from the Gradu-

be available in the proceedings at the local IP offices.” Mr Yang noted that the administrative procedures

ate School of Chinese Academy of Sciences, Beijing.

are generally less costly and less time-consuming.

He studied European patent law at the European

If either party is not satisfied with the local IP office’s

Patent Office and US patent law in the USA. He began

decision, it may file legal proceedings in court against

to practice IP law in 1987 before founding Peksung

the decision of the local IP office.

Intellectual Property in 2003. He is currently the

“However, the local IP offices do not have power

vice-president of All-China Patent Agents Association

to award damages,” he elaborated. “They could only

(ACPAA).

mediate between the relevant parties in regards to the

Stephen Yang is a patent attorney and partner with

amount of compensation. Except for patent passing-off

Peksung Intellectual Property in China. His practice

cases, local IP offices do not have powerful measures

area covers patent search, legal opinions, drafting,

against the alleged infringers, such as preliminary

prosecution, re-examination, invalidation and litigation

injunction, evidence preservation, or property preser-

in mechanics, electronics, energy and high tech

vation.

areas. He is a member of AIPPI China, LES China and ACPAA. Mr Yang was educated in China and Canada. He

“In contrast, the judicial procedures are most costly and time-consuming,” he continued. “One instance usually takes about one year, and for foreign parties it

received double Bachelor’s degrees in mechanical

may take much longer. There are usually two instances

engineering and industrial engineering from Tsinghua

in IP cases. However, more remedies are available in

University, Beijing, and a Master’s degree in me-

courts, such as damages, preliminary injunction, evi-

chanical and industrial engineering from University of

dence preservation, or property preservation. Courts

Toronto. He received training in US patent law at a US

also have measures for compulsory execution of their

law firm. He began practicing IP law in 1997. Before

decisions.”

joining Peksung, he worked in-house in Canada. Peksung is known as a high quality firm and has

Mr Jiang highlighted another special aspect of the patent enforcement system in China - the so-

been recognised as one of the leading IP firms in

called bifurcated system, similar to that in Germany.

China by various sources. Peksung’s partners have all

Specifically, infringement of patents and validity of the

been educated, trained or have worked overseas.

patents concerned in the infringement lawsuits are

“We regard our command of English as one of our

handled separately in different courts. For example, if a

advantages over our peers,” said Mr Jiang. “Having

right holder sues an infringer in court in Shanghai and

attorneys working on leading cases, Peksung also has

infringer attacks the validity of the patent.

fame in what we referred to as post-grant procedures,

“The validity cases can only be initiated at the Patent

which include re-examination (appeal), invalidation and

Re-examination Board (PRB) which is located in Bei-

administrative action.”

jing,” he explained. “The PRB’s decision is appealable

“Peksung attorneys worked on administrative

to Beijing No.1 Intermediate Court which serves as the

proceedings in the Viagra case and Simcere Pharma-

first instance in the administrative lawsuit regarding

ceutical case, both being high profile cases, and the

the validity. Then the first instance court’s decision is

latter chosen by Supreme Court in its 2011 Annual IP

appealable to the second instance, Beijing High Court.

Report,” added Mr Yang. “The firm claims one of the

“At the same time, the infringement lawsuit may or

strongest practice teams among Chinese IP firms in

may not be stayed. If it is stayed, it could be stayed

the chemical, bio and pharma area.”

for years before the validity of the patent concerned is

According to Mr Jiang, the Chinese patent system,

concluded. If it is not stayed, then there could be two

on the prosecution side, is very similar to the practice

lawsuits at the same time. In other words, even if one

before the European Patent Office. On the enforce-

instance of court procedure is relatively quick, a patent

ment side, it has been drawing on the doctrines and

infringement lawsuit may take many years before a

principles of the US practice but with fundamental

final ruling is available.”

differences. “The Chinese patent enforcement system is often called the dual track system,” he explained. “In addi-

Finally, Mr Jiang noted that the latest draft of the Regulations for Service Inventions was dated December 2013 and sent to the State Council to read.

tion to courts of law, the Chinese patent enforcement

“A final version is expected to be available any time

system offers an administrative route of enforcement.

now. This regulation has to do with inventor remunera-

Right holders could go to local IP offices to file their

tions,” he concluded.

complaints of patent infringement and a quasi-trial may

October 2014 Corporate INTL

Peksung Intellectual Property Ltd. Jiancheng Jiang Managing Partner, Patent Attorney, Attorney-at-Law Stephen Yang Partner, Patent Attorney Tel: +86-10-8231-1199 mail@peksung.com www.peksung.com

Sector Panel

Solution-Oriented Commercial Law Advice in India RDA Legal is a full service law firm in India that provides legal advisory, transaction legal services and litigation support on all aspects of civil, corporate and commercial laws in India. The firm advises and assists clients in structuring commercial transactions (both domestic and cross-border), obtaining governmental and regulatory approvals, drafting and negotiating transaction documents and implementing transactions in India. It also assists clients in relation to dispute resolution proceedings and represents clients before various courts, tribunals and other judicial authorities across India and also before arbitration tribunals. RDA Legal’s clients include Indian and multi-national enterprises, as well as individuals, MSMEs and start ups. “Our young, dynamic and motivated team is focused on providing solution-oriented advice in an efficient and cost-effective manner to clients, based on an understanding of the clients’ business needs,” said Anupam Prasad. The firm advises clients across various business sectors on corporate and commercial laws. It has assisted several companies in setting up business in India (including establishing subsidiaries, branch, liaison or project offices), structuring investments, obtaining requisite licenses and registrations, ensuring compliance with corporate governance norms, securities regulations and other applicable laws and in carrying out commercial transactions. “The firm understands and is actively involved in the corporate governance and daily operational issues facing corporations today in complex regulatory and commercial environment,” continued Mr Prasad. RDA Legal’s lawyers regularly advise on governance and daily operational issues for listed/unlisted companies, institutional investors, private equity players, board committees, directors and other stakeholders. “In addition, the lawyers working on these transactions regularly involve their counterparts in the competition/antitrust, regulatory and employment law fields, to offer holistic, sound and practical legal advice,” added Mr Prasad.

Regarding the firm’s Technology Law Practice, its lawyers have the relevant expertise and experience for providing support to both customers and suppliers for outsourcing and off shoring projects, having worked in some of the in-house teams of the largest technology companies of India. The firm’s legal professionals have the required proficiency in all aspects of outsourcing and off-shoring, including IT and infrastructure, BPO, customer contracts, supply chain management, engineering, facilities management, real estate and vehicle fleet management outsourcings. “As regards the nature of contracts, our lawyers are well versed in all forms of outsourcing transactions, managed services agreements, software procurement, software as a service (SaaS) and cloud computing arrangements, licensing policies and strategies, product licensing agreement, services and consulting arrangements,” concluded Mr Prasad. “The firm’s advocates advise clients not only on the basis of technical legal benchmarks but also take into account the firm’s considerable knowledge of the industry and its best practices,” he continued. “Given that, the clients not only benefit from our legal expertise, but also from our understanding of commercial and any other market-related issues that in any manner affects the business interests of the client.” RDA Legal advises clients on negotiation and drafting on information technology related contracts, online gaming, e-commerce and e-IPR issues. The firm also provides advice to companies operating in technology sectors in relation to development, selling, export and import of computer software, hardware and other related information technology services.

RDA Legal Anupam Prasad Partner Tel: +91 (22) 24104502 anupam.prasad@rdalegal.in www.rdalegal.in

Economic Law in Poland Mr Piotr R Graczyk is an advocate. He completed his legal training and passed professional bar examination in December 2005, being entered in the roll of lawyers in January 2006. He is legally empowered to represent clients in lawsuits before all courts in Poland. Mr Graczyk has long-standing experience of broadly understood economic law, and in particular economic criminal law. Mr Graczyk represents highly specialised companies in penal proceedings in cases involving combat against unfair competition. In addition, he provides legal aid at the stage of preparatory and judicial proceedings to companies aggrieved by white collar crimes. In proceedings involving unfair competition, Mr Graczyk prepares and plans thorough legal aid taking account of the nature and manner of asserting claims also by means of civil law action. Mr Graczyk’s experience in cooperating with high technology companies ensures consistency and uniformity of the legal aid provided by him. Mr Graczyk also gives seminars for entrepreneurs belonging to the Polish - Swiss Chamber of Commerce on combating unfair competition.

Moreover, Mr Graczyk has long-standing experience of legal consultancy for corporate clients. Mr Graczyk’s experience in the area of company law includes drafting partnership agreements, articles of association, making arrangements for general meetings as well as giving opinion on transactions involved in joint-venture projects, including those concerning transfer of new technologies. Mr Graczyk is a law graduate of the University of Warsaw (summa cum laude), American Law Studies of the University of Florida, G. Lewin College of Law, USA, a scholarship holder of DAAD Deutscher Akademischer Austauschdienst – Universität Saarbrücken, Germany, a member of the Lódź Bar Association. In 2012, he completed Postgraduate Criminal and Ecomic Law Studies at the Jagiellonian University in Cracow. Mr Graczyk is a general partner in the Law Office RGW.

RGW Law Firm, Warsaw, Poland Piotr R Graczyk Advocate Tel: +48-22 883 62 50 p.graczyk@rgw.com.pl www.rgw.com.pl

October 2014 Corporate INTL

Sector Panel

More than a Decade of International Trade Law Experience Mr Saifullah Khan is serving as a managing partner in S.U.Khan Associates, Management Consultants Islamabad – Pakistan. Mr Khan has over a decade of practical experience in the areas of international trade advisory, accounting and finance, internal and external financial & management audits, taxation and management consultancy. His specialised field is consultancy in WTO Laws including Agreement on Antidumping, Agreement on Subsidies & Countervailing Measures, Agreement on Safeguards, GATS and TRIPS etc. He has acquired extensive experience of dealing with cases attracting antidumping law and procedures in Pakistan and abroad. He has been involved in more than 75% of the antidumping cases initiated by the Pakistani Antidumping Authority (i.e. National Tariff Commission, Ministry of Commerce – Pakistan) till date and has been providing antidumping consultancy services to the domestic industry in Pakistan, working for them as a petitioner and representing them throughout the investigation till the imposition of final antidumping duties. He has also represented a large number of producers / exporters of foreign countries for protection of their commercial interests in Pakistan; working as their attorney/consultant in Pakistan and defending them till final determination, in compliance with the provisions of WTO Agreement on Antidumping, Antidumping Duties Ordinance 2000 and Antidumping Duties Rules 2001. He has been advising clients in China, Malaysia, Indonesia, South Korea and Thailand on various international trade agreements and trade defence laws. While working with the international trade lawyers/consultants in various countries (including Belgium, Canada, China, Indonesia, South Korea, Thailand, Turkey, etc.) in different antidumping and other assignments; he has gained a fair knowledge and understanding of antidumping regulations of different countries and the practices being followed by their antidumping authorities. Mr Khan has also defended antidumping cases of a number of Pakistani exporting companies which were facing antidumping allegations

October 2014 Corporate INTL

from foreign antidumping authorities. Mr Khan has the honour of preparing and filing first antidumping case with the NTC, more than ten years ago after promulgation of Antidumping Duties Ordinance 2000. Further, he has also prepared and filed the first antidumping appeal with the Antidumping Appellate Tribunal after its becoming functional in the recent past. He has successfully represented his clients before the Antidumping Appellate Tribunal. He has also been providing advisory services to clients regarding GATS and TRIPS agreements of the WTO. He is well versed with the preferential and free trade agreements of Pakistan with other countries and has been advising national and international clients on FTAs and PTAs of Pakistan with other trading partners including China, Sri Lanka, Indonesia, Malaysia etc. Mr Khan has a good number of publications on his credit on the subject of “International Trade Law and Practices”. In the areas of Antitrust & Competition, he is providing advisory services to clients and suggesting ways and means to comply with the relevant provisions of the prevalent law i.e Competition Act 2010, protecting their interests through invoking the provisions of the law and pleading their cases before the Competition Commission of Pakistan to avoid any likely adverse action against his clients.

S.U.Khan Associates Saifullah Khan Managing Partner Tel: +92 51 2114391-92; +92 300 5000688 saifullah.khan@sukhan.com.pk www.sukhan.com.pk

Sector Panel

Prompt and Eﬀective Capital Markets Legal Solutions in Singapore Shook Lin & Bok is a leading Singapore law firm with a unique appreciation of the complex legal and regulatory challenges faced by enterprises in Singapore and the rest of Asia. “A hallmark of our success is the depth and breadth of

•

Rights issues;

our cross-border experience and relationships,” said

•

Secondary offerings;

Robson Lee, partner.

•

Equity derivatives.

“Our partners, associates and foreign lawyers have

Robson Lee specialises in corporate finance and

diverse legal education and language capabilities,

capital markets transactions. He advises public listed

having qualified in many jurisdictions, including

companies on securities transactions, cross-border

Singapore, the United Kingdom, India and the People’s

mergers and acquisitions and foreign joint ventures.

Republic of China.

He also has an active practice in advising local and

“We have established ourselves as the law firm of choice for inbound and outbound investments within Asia, with a particularly strong and successful focus on China and India.” The firm’s mission is to deliver prompt and effective

foreign companies in their funds raising and their stock market flotations. Some of the recent transactions he has been involved in include: •

Exchange which raised S$30.5 million;

“At Shook Lin & Bok, we are totally committed to our clients, our people and the community in which

Acted for AsiaPhos Limited in its initial public offering on the Catalist board of the Singapore

legal solutions of high quality and value to its clients. •

Acted for Sheng Siong Group Ltd (Sheng

we work and live,” continued Mr Lee. “We endeavour

Siong), one of Singapore’s largest grocery

to provide the highest standards of excellence by ap-

retailers, as legal advisers on Singapore Law

plying our guiding principles – integrity, commitment,

in relation to its listing on the Mainboard of

professionalism, mutual respect and collaboration – in

the Singapore Exchange Securities Trading

determining our actions.”

Limited and its initial public offering to raise

provides a comprehensive range of high quality legal

The offering was oversubscribed with strong

services to its clients both in Singapore and across the

interest from retail investors and backed by

region. Over the years, the firm has been consistently

quality institutional investors. This deal was

ranked as a leading law firm across its major areas of

awarded the Best Small Cap Equity Deal in 2011 by FinanceAsia;

practice by the legal directories. •

Acted for XMH Holdings Limited, a diesel

trained and experienced lawyers who are innovative

engine, propulsion and power generating

and effective in solving complex and cutting-edge

solutions provider in the marine and industrial

legal issues while also customising our services to the

sectors, in its initial public offering on the

commercial needs of our clients,” added Mr Lee.

Mainboard of the Singapore Exchange which raised approximately S$25.2 million;

Shook Lin & Bok’s leading Capital Markets Practice has two sub-practices – Equity Capital Markets (ECM)

•

Advised the target company in relation to the acquisition by C&G Industrial Holdings Limited

and Debt Capital Markets (DCM).

of an approximately RMB 500 million waste

The Capital Markets Practice regularly works with and taps the experience of the firm’s other practices

to energy business via the acquisition of the

in complex transactions that span multiple areas of

entire issued and paid-up capital of CUGU Environmental Protection International Limited;

the law. The firm’s DCM practice advises on a variety of debt

•

Company);

Term Notes, Commercial Paper and Certificates of

» China Precision Technologies Co Ltd

Deposit), standalones, private placements, structured

(advised the Offeror);

finance to convertibles & exchangeables.

» China Lifestyle (advised the Company); and

In addition, the DCM practice has considerable experience advising on:

Successful Delistings of: » Man Wah Holdings Limited (advised the

instruments, ranging from debt programmes (Medium

•

Advised the acquirer in relation to the

•

Retail structured debt;

proposed acquisition of a RMB 137.8 million

•

Bank regulatory capital instruments (Tier 1 and

value land use right of a land plot by Youcan

Tier 2 issues);

Foods (Hangzhou) Co., Ltd, a wholly-owned

•

Islamic finance;

subsidiary of Youcan Foods International

•

Securitisation (mortgage- and receiva-

Limited from You Kang Foods Holdings Co.,

bles-backed securities);

Ltd (an Interested Person Transaction And

Derivatives.

Major Transaction As Defined In Chapter 9

•

The ECM practice advises on the full spectrum of equity and equity-linked instruments including: •

Robson Lee Partner Tel: +65 6439 4877 robson.lee@shooklin.com www.shooklin.com

net proceeds of approximately S$62.6 million.

Shook Lin & Bok is a full service law firm which

“We believe that our success lies in our team of well-

Shook Lin & Bok

IPOs (of bother Singaporean and overseas

And Chapter 10 Respectively Of The Listing Manual Of The Singapore Exchange Securities Trading Limited).

companies) as well as de-listings;

October 2014 Corporate INTL

Sector Panel

High Quality Patent Law Firm in Turkey SIMAJ is a firm of Turkish Patent and Trademark Attorneys, European Patent Attorneys and Attorneys at Law dealing with obtaining, and defending industrial and intellectual property rights. The firm’s origin traces back to the years of the establishment of Turkish Patent Institute in 1994. As one of the company’s managing partners Ozgur R. Yoruk has been an IP professional over decades. He is attentive to maintain the best quality service in IP rights to all customers around the world collaborating with his colleagues in the firm. Over the years, SIMAJ has gradually grown both in terms of the staff and the firm’s technical and legal capabilities. Today, the firm’s areas of practice in particular include drafting, filing, and prosecuting all kinds of IP applications as well as oppositions, invalidation and cancellation proceedings. In addition, they are also involved in litigation and unfair competition actions before the competent authorities. SIMAJ Patent & Trademark Attorneys are admitted to represent their clients before the Turkish Patent Institute, Turkish IP Courts, Civil, Criminal and Administrative Courts, Turkish Minister of Culture for copyright matters, Turkish Domain Name Authority, European Patent Office and WIPO. Serving a broad range of clients from large multinational companies to initial startups, SIMAJ is dedicated to providing individualised attention and care to all clients. Mr Yoruk said: “We believe that the competence of a firm lies on not only the personal capabilities of the staff but also their responsiveness to client queries for providing prompt, complete and continuous service.” In accordance with this sensitivity, the clients’ interests are safely guarded and the risks are avoided.

also offers strategic advice for the purpose of securing an increased competitive force for our clients and managing their IP portfolio.” To satisfy their clients’ needs in almost all technical fields, the firm employs a number of specialised experts and patent attorneys that have acquired technical expertise to serve their clients’ specific needs which include mechanical engineering, electrical engineering, chemistry, pharmaceutical, biotechnology, material science, and nanotechnology. Membership association and participation is substantial for the firm and therefore the managing partners of the firm are the members and regular participants of the international associations for intellectual property such as INTA, ECTA, EPI, MARQUES, LES, AIPPI, GRUR and AIPLA. Providing high quality legal services on a cost effective basis, SIMAJ have acquired substantial experience and esteemed reputation in IP sector. Their IP practice covers Turkey as well as Northern Cyprus, Azerbaijan, Turkmenistan and Georgia.

SIMAJ Patent & Trademark Attorneys Ozgur R.Yoruk Managing Partner Tel: +90 312 426 58 00; +90 312 426 58 04 info@simaj.com.tr www.simaj.com.tr

He added: “In addition to protecting intellectual property rights, SIMAJ

Eﬀective Trust & Estates Law Services in BVI Founded in 2007, SimonetteLewis is a commercial law boutique at the cutting edge of international legal practice. Founding partners Helene Anne Lewis and Garvin Simonette bring 40 years combined experience to their newly established cross border practice. SimonetteLewis possesses multi-level capability and a deep understanding of the interaction between Caribbean jurisdictions and world financial centres. The practice is committed to delivering highly responsive service to a broad range of clients in Europe and the Far East. Nicholas Plaut at Horsey, Lightly Fynn, Solicitors commented: “SimonetteLewis is a trusted partner – they provide a depth of experience, a wealth of connections and a seasoned, innovative approach to whatever mandate I have with them. They are well respected in the Caribbean and sensitive to my client’s needs.” At the core of the firm’s practice is the Trusts and Probate Group. The group offers trust formation services to commercial and private clients. Services include: • • •

Estate planning Establishing trusts for commercial and investment purposes Wills and Probate

To act on behalf of trustees, beneficiaries, SimonetteLewis offers 360 degree advice on the establishment of trusts. The firm also has a wealth of experience in trust related litigation and contentious trust and estates matters. “We rely on the advice and on prompt, personal and effective service offered by Mrs Lewis and her team. We are always pleased by their prompt efficient and cooperative attention,” added Dr Felix Bänninger, trust lawyer, Zurich, Switzerland. Mrs Lewis has wide experience in the regulation of offshore financial servic-

October 2014 Corporate INTL

es, having practiced for more than 17 years in the BVI and Turks and Caicos Islands (where she often acted as Attorney General). Mrs Lewis has practiced in the BVI since 1990. She is a highly regarded corporate and trust lawyer in the BVI as well as in the European and Far East legal communities which use the BVI as a jurisdiction of choice for trusts and incorporations. Mrs Lewis also has experience in the establishment and regulation of mutual funds, and offers probate and private client services as well. She has served as Secretary, First Vice President, and President of the B.V.I. Bar Association. Hélène is currently Chairman of the BVI Branch of the Society of Trust and Estate Practitioner (STEP). She holds an undergraduate degree from the University of Western Ontario in London, Ontario Canada, and is a graduate of the University College at Buckingham. Mrs Lewis was called to the Bar at Gray’s Inn in 1983. She is also admitted to practice in Trinidad & Tobago and in St. Kitts & Nevis. “SimonetteLewis offers to the discerning client a unique combination of depth and international reach in complex, corporate and trust matters. Our strength lies in our ability to provide personalised counsel matched by a wealth of experience both on-shore and off,” concluded Mrs Lewis.

SimonetteLewis Helene Anne Lewis Founding Partner Tel: +1 284-494-4367 manager@simonettelewis.com www.simonettelewis.com

Sector Panel

Cypriot Corporate Litigation Adviser Soteris Pittas & Co LLC is a boutique law firm in size only, focusing on areas of law related to business activity, and dedicated to providing clients with outstanding, highly personalised legal representation. The lawyers and associates of the firm, with their combined skill-sets and knowledge, provide comprehensive legal solutions according to clients’ bespoke business needs, requirements and objectives. The firm is committed to representing clients at all stages of disputes, including negotiation, mediation, arbitration and litigation, in order to secure just compensation and legal vindication. The firm has close links and strong associations with reputable audit firms, private equity managers, as well as fiduciaries in Cyprus, Russia and the former CIS countries. Soteris Pittas & Co LLC would like to thank its clients for selecting the firm to represent them. The firm endeavours to always provide top-quality legal representation with the personal touch that is characteristic of a boutique law firm. Corporate and Commercial Litigation The lawyers of Soteris Pittas & Co LLC have an extensive history of representing both corporate and individual clients in commercial and corporate litigation.

Major cases that the firm’s lawyers have acted on include: • Handling on behalf of the Russian MECHEL GROUP of Companies, the defence of an action filed before Cyprus Court on behalf of a minority shareholder of a Russian Coal Mining Company, alleging wrongdoings committed against a Russian Coal Mining Company, by a majority shareholder and claiming damages of more than USD 500 million. • Handling on behalf of the Respondent, the defence of freezing injunctions, issued against them in the context of a personal and derivative actions filed by the minority shareholder of a Russian Company (subject matter: USD 500 million). • Handling on behalf of the Bank of Cyprus the filing of an action for fraud and conspiracy against a number of local and foreign defendants and obtaining freezing injunctions, anti-suit injunctions, discovery orders, as well as the appointment of an interim receiver over the assets of the Defendants (subject matter EURO 350 million). • Handling on behalf of Respondents the defence of twenty two (22) winding up petitions filed by minority shareholders against Cyprus Holding Companies, holding assets in Ukraine of a value in excess of EURO one (1) billion, alleging oppression of the minority. • Handling on behalf of a Respondent the defence against the registration and enforcement of a Russian Court judgment and succeeding to dismiss the enforcement application under the Bilateral Treaty between Cyprus and Russia (subject matter: EURO 30 million).

The firm handles a wide range of commercial litigation, including breach of contracts, fraud and misrepresentation, partnership and shareholder disputes, corporate dissolutions, shareholders’ rights and derivative actions, construction disputes, commercial asset recovery, and ‘collection’ cases, among others.

Soteris Pittas & Co LLC Soteris Flourentzos Partner Tel: +357 25 028460 sflourentzos@pittaslegal.com www.pittaslegal.com

Although the firm is recognised for its aggressive legal handling, it is also noted for its friendly ‘boutique’ approach.

M&A Law Adviser in Cyprus Soteris Pittas & Co LLC’s partners and associates have more than 20 years of vital industry experience and have, over the years, gained considerable exposure in both contentious and non-contentious aspects of Corporate and Commercial Law, Banking Law, Taxation Law, Shipping and Admiralty Law, Insurance and Reinsurance Law, Mergers and Acquisitions, among other practice areas. The lawyers of the firm are specialised in dispute resolution of complicated and multi-jurisdictional commercial and corporate disputes, and have been involved in all major litigation disputes raised before the Cypriot courts. All work undertaken by the firm is partner-led, with specialist lawyers from respective departments selected for cases that correspond with their expertise.

• • •

Establishment and administration of international trusts; Incorporation of funds – (open and closed) – as well as collective investment schemes; Legal audits.

Moreover, the firm provides reliable professional services to a wide client base, ranging from small enterprises to multinational corporations. Its lawyers are fully apprised of the need for reliable legal advice, and legal structures that are compatible with modern commerce, industry and finance requirements. Soteris Pittas & Co LLC strives to ensure that solutions provided are cost-effective at all times.

Corporate Law Services Soteris Pittas & Co LLC provides clients with comprehensive legal advice and services in general commercial matters, including: • • • • •

Drafting of commercial contracts; Mergers and acquisitions; Corporate governance; Strategic legal advice; Registration and administration of Cyprus companies;

Soteris Pittas & Co LLC Soteris Flourentzos Partner Tel: +357 25 028460 sflourentzos@pittaslegal.com www.pittaslegal.com

October 2014 Corporate INTL

Sector Panel

Comprehensive Commercial Litigation services in UAE Stephenson Harwood Middle East LLP is a full service international law firm, specialising in commercial litigation, marine and international trade, corporate and finance. The firm’s commercial litigation experience comprises employment, construction, fraud, banking, regulatory, trading, JV disputes and shipping. “We have an excellent understanding of the legal and cultural requirements of the region, and we pride ourselves on being dynamic and responsive whilst offering excellent value,” said Rovine Chandrasekera, managing partner. “This is reflected in the rapid growth we have seen since opening the local office.” Stephenson Harwood’s Middle East team provides a full range of legal services to its regional and international clients, not only in the UAE but across the Middle East, North Africa, Indian subcontinent and Europe. “The reputation of the firm has been built on the diversity and range of experience of our partners and lawyers across the world, and we are able to draw on our global capability as necessary to ensure that we can seamlessly offer a comprehensive range of legal services to our clients,” continued Mr Chandrasekera. “We boast a strong international capability with excellent understanding of the legal and cultural requirements of the region and have a highly experienced team of specialists on the ground. The Dubai office has market leading expertise in the UAE, Oman, Iraq and Iran, and is able to communicate with clients in various languages, including English, French, Arabic, Hindi, Greek, Tamil, Malayalam, Spanish, Urdu and Punjabi.”

In a recent case, Stephenson Harwood acted for a global trading house and storage facility in relation to a US$125m multi-jurisdictional dispute concerning title to two cargoes of oil discharged into terminals in the UAE, which involved litigation in the UK and the UAE. Mr Chandrasekera noted that the legal system in the UAE is complex and is split between civil and criminal forums which run concurrently. Thereafter, matters are also governed by UAE law as well as the laws of each local emirate and specific laws of free zones including the DIFC. “At Stephenson Harwood we have in-depth knowledge and experience of these systems and close contacts with local law firms, thereby ensuring a full litigation service to clients” Mr Chandrasekera added. “In addition, we have strong experience in relation to asset tracing which puts us in the best position to ensure that any judgement can be successfully enforced.” Mr Chandrasekera explained that the DIFC Court is the newest of the systems in place in the UAE and provides the most familiar style of litigation in the region. “We expect the volume of cases passing through the DIFC Courts in the coming 12 months to increase significantly. As we have a strong practice and significant expertise in this forum, we envisage that our practice in this area will also increase,” he concluded.

Stephenson Harwood Middle East LLP Rovine Chandrasekera Managing Partner Tel: +971 4386 2105 rovine.chandrasekera@shlegal.com www.shlegal.com

The firm acts for a wide range of clients including, but not limited to, banks, multi-national corporations, oil and gas companies, operators, contractors, developers, financiers, insurers, SMEs as well as private individuals. Stephenson Harwood advises its clients on all disputes ranging from pre-contentious action, litigation and arbitration, settlement strategy and enforcement.

A Leading Public Law Firm in Italy Villata, Degli Esposti, Perfetti e Associati is one of the leading public law firms in Italy providing specialist advice to both public and private clients in all the practice areas relating to administrative law. The firm combines a profound knowledge of the administrative legal system and case-law with an extensive judicial and extrajudicial experience, enabling it to become a key consultancy in the current legal framework. According to Andreina Degli Esposti, equity partner, one of the firm’s key strengths is the extremely broad range of administrative law areas it covers in its practice (specialising in public utilities; energy; oil and gas; infrastructure; environment; tender procedures; privatisation and public enterprises; building regulations; town planning; M&A; independent authorities; regulations of industrial sites and project financing). Indeed the Studio boasts a 360-degree administrative expertise, encompassing: • •

litigation before Administrative Courts, the Italian Court of Audit, Civil and Criminal Courts (with specific reference to matters related to administrative law); extrajudicial activity, both in a traditional connotation – providing clients with influential opinions and advice – and in a corporate-oriented connotation, assisting clients with regard to administrative issues arising from complex company transactions.

“Furthermore, another of the firm’s key strengths is its ability to update and develop its practice continually in order to accommodate the constant evolution of the legal system,” said Ms Esposti. “Keeping up-to-date and rising to the challenge of an ever-evolving legal system such as administrative law in Italy – facing new issues on all possible perspectives (both judicial and extrajudicial) – are the firm’s crucial skills. “Its dynamic structure and its independence from complex international structures (where administrative issues are usually regarded as merely auxiliary to corporate and financial matters), enables its lawyers – situated in Milan, Rome and Bologna – to satisfy the needs of every

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client quickly and efficiently.” The firm is currently advising a larger number of commercial, financial and industrial clients – both national and international - in all areas of public law. For instance, the firm is assisting one of the most important Italian operators in the procurement, production and marketing of electric power, natural gas and crude oil, with regard to environmental matters (groundwater pollution and landfills) both extra-judicially (guiding it throughout the administrative procedure and managing the connection with public administrations) and judicially (representing it in both administrative and criminal trials). Ms Esposti stated that the Italian administrative legal system is quite fragmentary and constantly evolving, resulting in interpretative issues and some lack or regulation. She elaborated: “The Italian administrative legal system is subject to continuous updates and, subsequently, so is administrative case-law. For instance, the Administrative Supreme Court recently rules with regard to the environmental liability of non-responsible site owners. “Advising clients in this kind of legal environment can be problematic. Nevertheless, the firm endeavours to maintain a high performance level, rising to new challenges with a pragmatic and flexible approach.”

Villata, Degli Esposti, Perfetti e Associati Andreina Degli Esposti Equity Partner Tel: +39 02 54 92 951 a.degliesposti@vilde.it www.vilde.it

Sector Panel

M&A Expertise in Mexico Fernando Hernandez is a partner at Vazquez Aldana, Hernandez Gomez & Asociados (VAHG). He describes VAHG as the go-to firm in western Mexico for corporate, M&A, banking & finance transactions, personal wealth management, commercial and residential real estate practices. “More than 75 years of combined experience and a large number of high-profile deals back the quality of our work,” he commented. “We strive to have a broad understanding of the opportunities, strengths and challenges of each matter presented to us. We approach M&A deals with an aim to cover every legal and business angle for the benefit of our clients, and help our clients achieve their business goals with full legal protection and optimal risk mitigation.” Santiago Vazquez-Aldana, associate, highlighted Mexico’s dramatic shift in energy policy in recent months, noting that it has caught the attention of domestic and foreign investors alike. “Mexico recovered rapidly from the financial downturn and has continued to grow, fostering favourable environments for the financial and technology industries, among others,” he continued. “All major reforms have been passed in Congress and implementation will occur in the next months. Therefore opportunities will arise for investors in different sectors of the economy.” M&A in Mexico is subject to stringent competition regulations. Mr Hernandez explained that corporate legislation is favourable to controlling interests in private equity M&A in Mexico, and companies controlling important economic sectors are subject to stringent competition regulations. “Legislation for corporate governance of publicly traded corporations has been updated in past years to bear more resemblance to the legal standards of US jurisdictions,” he elaborated. “Our competition law has been recently amended to strengthen the authorities of the Antitrust Commission favouring the open economy. Mexican company laws have been recently amended for a better protection of the investors.”

of deals in retail real estate transactions, while in the financial sectors some of the loans are being refinanced for longer terms and additional collateral. “In the M&A sector we are observing niche acquisitions as oppose to obtention of global markets,” he commented. Discussing recent events, Mr Hernandez noted that Mexico recently passed legislation concerning securitised transactions, which is generally comparable to article nine of the Uniform Commercial Code in the US. He stated this legislation “will allow principals in M&A to better assess the liabilities of the targets”. “Mexico also recently passed a new competition bill, intending to fight monopolies and antitrust practices more rigorously than its predecessor,” he added. Mr Hernandez concluded: “When doing business in Mexico, investors better serve their needs when they receive quality legal advice from professionals with a high degree of preparation and knowledge of the legal and business environments. In VAHG, we will provide you with the tools to safely and effectively navigate through Mexico’s legal system, and we are equipped to collaborate closely with private and governmental institutions alike. We will do all the legal work, you can focus on operating and expanding your business.”

Vazquez Aldana, Hernandez Gomez & Asociados Fernando Hernandez / Santiago Vazquez-Aldana Partner / Associate Tel: +52 (33) 3630 0906 fhernandez@vahg.mx www.vahg.mx

According to Mr Vazquez-Aldana, the firm is currently observing a good flow

European FATCA In its continued efforts to strengthen the fight against tax fraud and tax evasion, the European Commission developed specific legal instruments for a full implementation of a European-wide system of automatic exchange of information between Revenue Authorities in tax matters towards 2015/2017. These initiatives are clearly inspired by the US Foreign Account Tax Compliance Act (FATCA). FATCA is a United States federal law entered into force in 2010 that requires foreign financial institutions to report to the Internal Revenue Service (IRS) information about financial accounts held by “US persons”, or by foreign entities in which “US persons” hold a substantial ownership interest. Subsequently more than a hundred Governments (including all EU Member States) have concluded bilateral agreements with the US, assuring a full implementation of FATCA. FATCA and the resulting bilateral agreements clearly constituted a source of inspiration for the European Union in its efforts to push through the amended version of the European Savings Directive 2003/48/ EG (amended by Directive 2014/48/EU) and the European Directive 2011/16/EU as regards automatic exchange of information in the field of taxation on which this contribution will focus on. According to the EU Directive on Administrative Cooperation, EU Member States have to (subject to “availability”), exchange information automatically among them on the following five categories of income: employment income, directors’ fees, life insurance products not covered by other Directives, pensions and ownership of and income from immovable property. In June 2013 the European Commission submitted a proposal to amend and expand this Directive. The most important changes being the following: Removal of the threshold below which a Member State may not wish to receive information from another Member State.

Enlargement of the material scope with the following income categories: dividends, capital gains, any other income generated with respect to the assets held in a financial account, any amount with respect to which the financial institution is the obligor or the debtor (including any redemption payments), and finally account balances. This concerns income directly or indirectly paid to beneficial owners (natural persons) or income on capital directly or indirectly held by those persons. The expansion of the material scope is based on the information to be exchanged under the FATCA rules. The condition of availability of the information does not apply for the 5 new types of income. Tax administrations will without doubt have information about those new income categories as financial intermediaries will be required to report it to them under the FATCA agreements concluded with the USA. The Member States have until December 31st 2014 to fully implement the amending Directive. The new rules enter into force on January 1st 2015. However in its current version it is only a proposal for an amending Directive. We will have to wait for the approved version. Once fully implemented, these new legal instruments will assure that on a world-wide scale the EU will have the most extensive system of automatic exchange of information between Revenue Authorities in Tax matters as from 2015/2017.

Vanhaute Advocaten - Antwerp, Belgium Belgian member of the International Tax Specialist Group - www.itsgnetwork.com Patrick Vanhaute Attorney at law Tel: +32 (0) 3 293 88 46 pv@advanhaute.be www.advanhaute.be

October 2014 Corporate INTL

Sector Panel

Specialised IP Attorney in Germany Viering Jentschura & Partner (VJP) handles all kinds of intellectual property work, prosecution, searches, due diligence, licensing and litigation. The firm is international, not only regarding its clients, but also its members and employees. It has staff and attorneys from Korea, China, the US and Japan. VJP’s offices in Singapore, Taiwan, China and the US allow it to provide very cost efficient services to international clients. The firm has excellent attorneys and regards the high level of its work as its main ‘marketing factor’. Dr Wolfgang Festl-Wietek, VJP partner, started his career as an in-house attorney at Deutsche Bank AG. After four years dealing mainly with commercial matters, he changed to the Chamber of Industry and Commerce where his focus was on counselling concerning commercial and unfair competition law in general. At this time, he started giving lectures on matters such as the liability of managing directors in relation to intellectual property infringements. Dr Festl-Wietek has been working with VJP since 1994, and has been a partner since 1995. He began mainly in the field of trademarks, now focusing on patent litigation, counselling and licensing. He said: “Some of our clients are start-up companies, many clients are medium-sized companies, but we also represent multinational Fortune 500 companies. There are a substantial number of direct clients who appreciate mine and my colleagues’ experience as a former in-house attorney. “I am a member of INTA, LES, GRUR and the German Association of Attorneys at Law. I have given lectures at INTA, WIPO, LES, the Taiwanese Patent Office, the Chinese Patent Office, the Los Angeles Bar Association and many other associations. “Also, Germany knows a particular qualification – specialised IP attorney (Fachanwalt für gewerblichen Rechtsschutz), and I am qualified as such.” A particular focus of Dr Festl-Wietek’s work is on Asian clients. The firm represents many Taiwanese companies, and he successfully handled the Chinese ‘Wangzhihe’ litigation in Germany, which was the first ‘Trademark Grabber’ case before German courts after China joined the WTO. This case had great media coverage in China, including several CCTV interviews and reports. Germany regards itself as one of the leading countries in IP matters. The German Patent Act dates back to 1877, while the German Trademark Act goes back to 1874. These laws have been regularly updated and, in the meantime, faced harmonisation through European directives and regulations. However, German law in most cases was developed to a state that the harmonisation did not need much implementation since German laws already complied with the EU standards.

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Dr Festl-Wietek commented: “It is worthwhile to mention that German courts tend to be in favour of the owner of the IP right so that it is comparably difficult for defendants to win. Patent litigation is characterised by the bifurcation, i.e. the separation into infringement proceedings before the Civil Courts and invalidity proceedings before the Patent Courts. This bifurcation again results in a system which is in favour of the patentee. “Germany is known for its preliminary injunctions. In other words, in particular at fairs German courts may grant a preliminary injunction within a few days and may grant even a preliminary injunction in patent infringement cases ex parte, i.e. without oral hearing.” Further, in Germany there is an established system of enforcing IP rights on a cross-border scale with regard to Community Trademarks and Registered Community Designs. Germany is also expected to be a major player in the upcoming Unitary Patent and in the Unitary Patent Court System, with Munich being one of the official seats of this court. Some courts tend to issue injunctions in scenarios of process patents in which essential steps of the process are operated outside Germany (e.g. District Court Düsseldorf: decision prepaid telephone card). Also, many international fairs are taking place in Germany. Therefore, judgements of German courts quite often have an implied cross-border effect. With Germany being the biggest economy in Europe, judgements in Germany quite often have a strong economic influence on all other European countries. Dr Festl-Wietek noted: “At the time being, our firm is acting for a non-practising entity in enforcement of telecommunication patents against providers in several European countries. We use the German legal system, including said Düsseldorf decision and including case law on contributory infringement, to enforce these rights. “The Unitary Patent and the Unitary Patent Court will be the major new trends in the next years. It is expected that Germany will maintain its leading role in European patent litigation, and our experience before the courts in Mannheim, Düsseldorf and Munich will certainly help us to maintain our position as one of the leading IP firms in Germany.”

Viering Jentschura & Partner Dr Wolfgang Festl-Wietek Attorney at Law / Rechtsanwalt Fachanwalt für gewerblichen Rechtsschutz Tel: +49 89 210 697 0 wfestl@vjp.de www.vjp.de

Sector Panel

Trademark Law in India Himanshu Kane, the managing partner of W.S. Kane & Co. heads the Intellectual Property Law and Dispute Resolution practices of the firm. Mr Kane has been practicing as an advocate, trade mark and patent attorney since 1973 and as a solicitor since 1975. He appears as an arguing counsel in IP matters before various courts including District Courts, High Courts and the Supreme Court of India and also various tribunals including Intellectual Property Appellate Board, Copyright Board, Registrar of Trade Marks and Controller of Patents and Designs. He has conducted several important cases relating to intellectual property, some of which have been reported in various legal reports. Mr Kane was also deputed by the WIPO and Government of India to UK Patent office and EEC patent office at Vienna to undertake the study of Patent Information System. He was a member of Patent Information System’s advisory committee constituted by the Government of India.

ent Jurisprudence Force Outsourcing of Early Stage Drug Research to Non-US Locations?”. He was also examined as an expert witness on Indian patent law in a dispute initiated against a leading Indian software company in the District Court of Texas, USA. Mr Kane is a member of the Anti-Counterfeiting Committee of APAA (India) and of the Executive Council of the Intellectual Property Law Practitioners Association and is regularly invited by public and private bodies to deliver lectures on various topics in intellectual property law. Mr Kane has been consistently included in the list of leading individuals in intellectual property in international publications such as Chambers and Partners Asia Pacific, Legal 500 Asia Pacific and World Trademark Review (WTR).

Himanshu Kane Managing Partner W.S. Kane & Co. Tel: +91-22-66 14 14 14; +91-22 –66 14 14 15 (Fax) hwk@wskaneandco.com www.wskaneandco.com

Mr Kane was a panellist at Bio 2006 Convention at Chicago, USA for the discussion on “Does US Pat-

Banking Experience in Anguilla The largest proportion of WEBSTER’s banking work entails advising major international and regional banks on lending against the security of Anguilla and/or Nevis assets. This advice varies from simple security over the shares or assets of Anguilla or Nevis entities (or a combination of both), to complex financing structures. WEBSTER regularly works on international project financing, structuring and restructuring in conjunction, as co-counsel, with many of the world’s leading law firms. The firm acted, some years ago, in the formation of one of the few offshore banks established in Anguilla. The firm has been consulted and has advised clients on the current challenges faced by Anguilla’s two indigenous banks, Caribbean Commercial Bank (Anguilla) Ltd and National Bank of Anguilla Ltd, which were placed under the conservatorship of the Eastern Caribbean Central Bank in August 2013. The conservatorship was extended in February 2014, pending the completion of external audits, and the future of these banks remains uncertain. The firm has a successful record of advising on regulatory requirements and securing governmental approvals where these are required. WEBSTER has advised corporate clients as well as shareholders in mergers, acquisitions, debt financing and other cross border transactions. Pam Webster, partner, explained that one of the major legal challenges associated with acquiring businesses in Anguilla is acquiring regulatory consents. She noted that regulatory consent is necessary for businesses such as financial institutions when making any fundamental changes to their structure including ownership. “This regulatory approval should be obtained prior to acquiring ownership,” she commented. “WEBSTER’s banking experience can assist with overcoming regulatory hurdles as the firm has a sound understanding of, and familiarity with, the regulatory environment in Anguilla and is also closely involved with developments in the local business sector.”

In the next 12 months, Ms Webster believes that Anguilla will continue to play a leading role in the financial services industry and continuing steps will be taken to develop further the existing legislative framework. However, she stated that it is hard to predict the outcome of the Eastern Caribbean Central Bank’s statutory take-over of the two indigenous banks in Anguilla (mentioned above). “The outcome could be anything between a merger into a single indigenous bank to a much wider assimilation into an institution controlled regionally, the latter being widely expected,” she stated. “Whatever result emerges, Anguillians must be entitled to expect that the resultant institution(s) will emerge with a new objective focused on appropriate controls over liquidity levels, coupled with service, transparency and productivity.” As a result of an IGA between the US Government and Anguilla, FATCA obligations are now applicable. Anguilla’s banking procedures are being adapted to meet the new requirements. “The Financial Services Commission continues its process of meeting the ever increasing international standards of regulatory oversight and can be expected to continue to position Anguilla as a leading financial services jurisdiction,” concluded Ms Webster.

WEBSTER Pam Webster Partner Tel: +1 (264) 461-2060 pwebster@websterlawbwi.com www.websterlawbwi.com

October 2014 Corporate INTL

Sector Panel

The Construction Law Environment in China ZhongLun’s Construction and Infrastructure Practice Group has a sterling reputation in China with expert legal advices in all aspects of infrastructure, real estate and construction fields including finance and investment, complex procurement, processes of construction and dispute resolution of construction projects. “Our services are deep life-cycle of the construction process, both legal and management, contentious and non-contentious,” said Wang Jihong, partner. “We are also well-versed in financing and O&M for infrastructure projects, e.g. PPP, BOT and BT.” Ms Jihong highlighted one of the firm’s recent cases, relating to an arbitration of payment that was raised in relation to a major railway project. “We once provided legal services, representing the investor, for project finance and investment of this railway project, and we were also invited to practise as the investor’s representative in the arbitration case.” Discussing the environment for construction law in China, Ms Jihong noted that many problems arise because of the ambiguous laws, extensive supervision and administration of the construction market from governmental departments and local authorities, which have led to chaos and deviation in understanding of construction law. Ms Jihong stated ZhongLun is able to help overcome these issues through its “expert experiences in the construction industry including execution of construction law as well as providing legislation suggestions which are valuable for deeply understanding construction law”. “Although the current legal environment is somewhat shortcoming, it is still a large market for foreign investors to participate in construction projects in China,” she added. Ms Jihong advised that, in China, parties should pay more attention to the administrative regulations and rules, both enacted by central governments

and local authorities, which may be inconsistent with construction law. Commenting on recent legislative developments, Ms Jihong noted that the Ministry of Housing and Urban-Rural Development co-operated with State Administration for Industry and Commerce, has published a new Standard Form of Construction Contract that will be widely used in the private construction industry. In the same way, the Ministry of Housing and Urban-Rural Development enacted the new Code of Valuation with a bill quantity of construction works. She expects that both the contract and the code will affect the construction industry. In 2008, the Center Government invested ¥4 trillion for economic stimulus. According to Ms Jihong, most of the money was raised for infrastructure and real estate projects. “Nowadays, more and more construction disputes are rising gradually because the increased debts of local governments are due and the economic situation is uncertainty,” she observed. Looking ahead, Ms Jihong concluded: “The government is approaching to update regulation on the Scope and Threshold of Construction Projects for Bid Invitation. Although, the new regulation may not initially change the current rule and procedure of procurement in construction industry, it is anticipated that the new regulation would be enforced in the next 12 months.”

Zhonglun Law Firm Wang Jihong Partner Tel: +86-1370-122-9834; +86-8800-4223 wangjihong@zhonglun.com www.zhonglun.com

Local expertise. Continental reach. With expertise in numerous African jurisdictions including

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

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

October 2014 Corporate INTL

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

Sector Panel

End of Year 2013 / Jan 2014 Corporate INTL

2014 Annual Intellectual Property Guide

Key Contacts: International Bar Association (IBA) United Kingdom London Office – Tel: +44 (0)20 7842 0090 South Korea Office – Tel: +82 2 6279 8100 Brazil Office – Tel: +55 (11) 3046 3321

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

William B Bunker Co-Chair – Intellectual Property and Entertainment Law Committee (IBA) / Partner at Knobbe, Martens, Olson & Bear, LLP Tel: +1 949 760 0404 bbunker@kmob.com www.ibanet.org

Mr Bunker received his Juris Doctorate from the J Reuben Clark Law School, Brigham Young University in 1978, graduating cum laude. He was admitted to the State Bar of California in 1978 and is admitted to practise before the US Patent and Trademark Office and the US District Courts in California. He is a member of the Orange County Bar Association, American Intellectual Property Law Association, and the International Bar Association. Further, Mr Bunker has been a contributing author on intellectual property law for the Los Angeles Daily Journal, including such topics as the GATT amendments to US intellectual property laws, European Community Trade Mark system, colour trademarks, doctrine of equivalents, declaratory judgement practice, etc. He has lectured on intellectual property law to the World Trade Association of San Diego, the Orange County and San Diego Patent Law Associations, San Diego’s High Technology Section of the CPA Society, the UCSD CONNECT Program on Technology and Entrepreneurship, the High Technology Section of the Orange County Bar Association, the Tax and Business Law Section of the Riverside County Bar Association, Licensing Executives Society, and the International Bar Association. Intellectual Property Around the World Globalisation and the rapid proliferation of technology have elevated the importance of IP protection for small and medium-sized enterprises (SMEs). The intangible nature of IP and the worldwide inconsistency of standard practices create challenges for international businesses wishing to protect their inventions, brands and business methods in foreign markets. Internationally, avenues to address IP infringement vary by country – and are dictated by local law. Within the EU, a uniform system of protection of IP property rights, ranging from industrial property to copyright and related rights, constitutes the foundation for creativeness and innovation. Respect of the basic principles of the internal market (the free movement of goods and services and free competition) is based on standardisation of IP at European level. Protection of IP is covered by many international conventions, most of which are implemented by the World Intellectual Property Organisation (WIPO) and the World Trade Organisation (WTO).

The International Bar Association (IBA) influences the development of international law reform and shapes the future of the legal profession throughout the world. It has a membership of more than 45,000 individual lawyers and more than 200 bar associations and law societies spanning all continents. It has considerable expertise in providing assistance to the global legal community.

Moreover, the EU possesses two important bodies to carry out its missions: the Office for Harmonisation in the International Market (OHIM), which is responsible for the registration of Community trademarks and designs, and the European Patent Office (EPO). Copyright and related rights provide an incentive for the creation of and investment in new works (music, films, print media, software, performances, broadcasts, etc) and their exploitation, thereby contributing to improved competitiveness, employment and innovation. The field of copyright is associated with important cultural, social and technological aspects, all of which have to be taken into account in formulating policy in this field.

William B Bunker is Co-Chair of the Intellectual Property and Entertainment Law Committee (IBA) and a partner at Knobbe, Martens, Olson & Bear, LLP, an intellectual property law firm. He specialises in patent prosecution and other forms of intellectual property protection primarily for the medical device industry.

There has been significant harmonisation of the substantive copyright law to reduce barriers to trade and to adjust the framework to new forms of exploitation. Common ground is also needed with respect to the rules on the enforcement of rights, i.e. on access to justice, sanctions and remedies regarding infringements.

The International Bar Association (IBA) – William B Bunker “I don’t consider myself a patent prosecutor – rather, I am a patent strategist and IP adviser to my clients.” – William B Bunker

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2014 Annual Intellectual Property Guide

Czech Republic PATENTSERVIS Praha, a.s. Patent & Trademark Agency offers full services in all fields of intellectual property rights to domestic and foreign clients. The firm’s team is composed prevailingly of European patent and trademark attorneys and lawyers with extensive experience in field of industrial property rights. “Covering the whole scope of industrial property rights, we represent domestic and foreign clients in proceedings regarding the registration of industrial rights as well as their maintenance, in contradictory proceedings with the Industrial Property Office and with the Court, in licensing negotiations and unfair competition actions, in administrative proceedings with Customs Offices, these services are completed by consulting, counselling and searches in order to give our clients complete services,” said Jan Hák, partner. The firm represents clients: • in proceedings regarding patent application including searches and consulting; • in proceedings regarding registration of an industrial design, a utility model, integrated circuit, an appellation of origin, trademark including searches and consulting; • in maintenance of a granted patent in force; • in maintenance or renewal of validity of the obtained industrial rights and marking rights; • in contradictory proceedings with the Industrial Property Office;

• • •

in contradictory proceedings with the courts; in licensing negotiations and unfair competition actions; in administrative proceedings with customs office.

It is a member of: INTA; ECTA; AIPPI; WIPO; LES; FICPI; MARQUES; LIDC; and the Association of Mediators and Arbitrators in the Czech Republic. PATENTSERVIS Praha, a.s. was established in 1992 as a private stock company. PATENTSERVIS Bratislava, a.s. was founded following the division of the former Czechoslovakia. In 1997 the firm founded an office in Alicante, the seat of the European Union. “Now, our offices utilise the advantages resulting from our knowledge of local conditions and our contacts in the key territories. We provide services without regard to which office was addressed,” concluded Mr Hák.

PATENTSERVIS Praha, a.s. Patent & Trademark Agency JUDr. Jan Hák, Ph.D. Partner Tel: +420 2 61 09 0011 patmag@patentservis.com www.patentservis.com

Your creative IP law firm for the prosecution, litigation & enforcement of Intellectual Property Rights in Germany and the European Union

Nymphenburger Str. 23 · 80335 Munich, Germany info@lexdellmeier.com · www.lexdellmeier.com

Boutique Intellectual Property Law Firm of the Year in Germany

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Patents

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2014 Annual Intellectual Property Guide

Greece VAYANOS KOSTOPOULOS, founded in 1900 by the pioneer IP Law attorney Dr Alkiviadis Zoiopoulos is one of the leading law firms in Greece. Through dedication, commitment and flexibility, the diverse needs of businesses and associates are catered for by client-tailored solutions and state-of-the-art legal advice in a timely and precise manner. Its broad client base encompasses both multi-national as well as local enterprises, consisting of not only businesses, but also individual inventors, creators, designers, authors and other IP holders. Since 1993 the firm is under the direction of Dr Nikolaos Lyberis who, being a litigator, is admitted before the Supreme Courts for civil and administrative matters. Nikolaos represents prestigious clients in trademark, patent and other IP rights conflicts from all sectors of industry and commerce and is also a member of numerous international associations focusing on IP law, such as ECTA, AIPPI, INTA, FICPI, GRUR and others. The original establishment location of the law firm has been retained in the vicinity of the centre of Athens at Stournara Str. 37, opposite the Athens Polytechnic University and the National Archaeological Museum. A wide range of IP related services are rendered, including prosecution and litigation of all kinds of rights on intangible assets such as trademarks, patents and Supplementary Protection Certificates (SPCs), domain names, copyright, IP rights maintenance and representation before State and Regulatory Authorities. Further areas of IP practice are successful representation in Customs Interventions, IPR infringe-

ment proceedings before all court instances, including interlocutory injunctions. The drafting of contracts, market supervision law (health, consumer, advertising and privacy), legal consultancy and supporting services (administration, translations and IPR maintenance) constitute the core of the VAYANOS KOSTOPOULOS team’s activities. A diverse workforce comprising European Patent Attorneys, Lawyers, Trademark Attorneys and Litigators, Technical Advisors, Paralegals and IP Rights Administrators, enables the firm to offer a top-class, comprehensive service to its broad client base. Some of the market leaders in the industry and service provision sectors are included among the clientele, such as pharmaceutical companies, automobile manufacturers, chemical industries, electronics, tobacco, food beverages, cosmetics, entertainment and financial enterprises, et al. The efficient operation of the offices is supported through the use of up-to-date customised software and hardware facilities, enabling fluid execution of necessary functions, including the maintenance of reliable electronic records, an indispensable tool in serving the needs of not only large, but also small and medium-sized enterprises. VAYANOS KOSTOPOULOS Dr Nikolaos Lyberis Managing Director Tel: +30-210-3808501 n.lyberis@vklaw.gr www.vklaw.gr

Mexico Laura Collada is the managing partner of Dumont Bergman Bider & Co, S.C. (DBB), a position she has held since 2008. Prior to joining the firm in 2001, Mrs Collada worked for a number of years at the Mexican Trademark Office as the sub-director for the Prevention of Unfair Competition. Mrs Collada actively participates in: AMPPI (Mexican Chapter of AIPPI); INTA; AIPPI; Marques; PTMG; ASIPI (national delegate); AIPF (member of the board); and BMA (Mexican Bar). She was awarded the Best Women IP Lawyer in Latin America for two consecutive years by Legal Media Group. Chambers & Partners has also recognised her as a leading lawyer in the field. DBB is a Mexican intellectual property firm. Its practice includes all aspects of IP (and related practices) such as patents, trademarks, copyrights, regulatory and information technologies. It also has broad experience in litigation, anti-counterfeiting and related commercial law (corporate, licensing and tax) capabilities that provide a full array of IP related legal services. “Consistent with its commitment to technology, efficiency and the highest quality service, the firm is one of the few law firms in Latin America to be certified with the ISO 9001:2008,” said Mrs Collada. “This means consistent quality and results.” Mrs Collada explained that IP rights are recognised and enforced in Mexico by a combination of federal laws and international treaties, such as: Paris Convention; Berne Convention; NAFTA; TRIPS; Madrid Protocol, etc. Industrial property (trademarks, patents, industrial designs, etc.) is regulated by the Mexican Industrial Property Law and its regulations, while the Federal Copyright Law and its regulations provide the moral and patrimonial rights that are granted to authors, among others.

October 2014 Corporate INTL

“As any other legislation in IP, our laws provide some requirements or conditions that may become an obstacle to enforce such rights,” observed Mrs Collada. “However, Mexican courts have been very active in promoting an effective enforcement of said rights by issuing new precedents that have created successful tools for IP holders.” According to Ms Collada, IP crimes in Mexico are significantly high and unfortunately – according to Mexico’s legislation – the elements to demonstrate an IP crime and/or pursue these conducts are quite complicated. “To make things worse, several federal agencies need to work together at the same time using different criteria for this end,” she added. “In the last few years and thanks to the involvement of the private sector, these federal agencies have signed several accords to homologate criteria and share information and in a faster and efficient way.” Mrs Collada concluded: “Given the recent constitutional reform to the energy sector in Mexico (petroleum extraction, natural gas, fuels, electricity and renewable energies), it is imminent that the investment of foreign or private companies to this particular sectors will bring also a huge amount of new technologies which means more IP assets to be secured and protected in our country.”

Dumont Bergman Bider & Co, S.C. Laura Collada Managing Partner Tel: +52 55-5322-6230 lcollada@dumont.com.mx www.dumont.mx

2014 Annual Intellectual Property Guide

Philippines Federis & Associates (FEDERIS) is a boutique IP law firm in the Philippines with an IP practice and reputation comparable to and even exceeding those of top-tiered law firms in the country. Despite its size, with a small group of lawyers, and supported by a complement of licensed patent and trademark agents, engineers, paralegals and technical staff, it was nevertheless named as one of the top firms for patent prosecution by Managing IP, and cited by Asialaw Leading Lawyers as one of the leading IP experts in the Asia-Pacific region. For three years now, it has been the top payer of official fee remittances to the Intellectual Property Office proving that it is one of the most active IP firms representing many owners seeking protection for their IP rights in the Philippines. It is very much a high-powered IP specialist, having earned its position as the go-to firm for the protection of global brands owned by large corporations that are recognised leaders in their respective industries. To sustain its cutting edge, FEDERIS does not hesitate to adjust to new realities. It is quick to embrace new practices to meet emerging changes in law and in the practice. It is primed to a CULTURE OF SERVICE® to deliver on the unique and sophisticated expectations of its clients. For this reason, you can expect its legal team when explaining the nuances of the law, including the variables of actual practice, to give answers to questions that have yet to be asked. The goal is for clients to know the significant details of their IP problems and to have a good outline in their mind of legal steps for a desired resolution taking into account the nuances of local IP practice. FEDERIS lawyers actively network with their local and foreign counterparts, and update meaningful contacts with them through active memberships in IP lawyer’s organisation and routinely attending important IP

conventions and seminars, even participating in committee works in various capacities. At present, they are members of: the Intellectual Property Association of the Philippines (IPAP); Asian Patent Attorneys Association (APAA); Asean Intellectual Property Association (AIPA); Association Internationale pour la Protection de la Propriete Industrielle (AIPPI); International Trademark Association (INTA); Intellectual Property Owners Association (IPO); Pharmaceutical Trademarks Group (PTMG); MARQUES; and the American Intellectual Property Law Association (AIPLA). FEDERIS also gives back to the community by regularly supporting organisations that aid children and women. Its lawyers defended and provided legal counsel to a group of subsistence fisherwomen accused by a political clan of illegally constructing a fish pen in a protected area. They are also regular supporters of Street Children Development Center, a non-governmental organisation working for the care and development of the street children in the Philippines. Past pro bono work of note is the firm’s support of the Office of Legal Aid at the University of the Philippines, which is an organisation whose mission is to defend indigent clients.

Federis & Associates Mila Federis Managing Partner Tel: +632 889 6197 ext. 306 mail@federislaw.com.ph www.federislaw.com.ph

US, Washington David Kelly is a partner at Kelly IP, a firm specialising in intellectual

World Trademark Review, IP Stars, Legal Media Group, Super Lawyers, and

property law based in Washington DC, USA.

others.

Mr Kelly has represented clients in trademark, copyright, and unfair com-

26 years at Finnegan, Henderson, Farabow, Garrett & Dunner, L.L.P in Wash-

petition issues for nearly 30 years, with a focus on litigation, disputes, and

ington, D.C. He served as chair of Finnegan’s Trademark and Copyright

strategic counseling. He is consistently recognized as one of the country’s

Practice Group for most of his 20-plus years as a partner.

Before joining Kelly IP, Mr Kelly practiced trademark and copyright law for

top trademark lawyers. In 2014, The Legal 500 U.S. named Mr Kelly as a

Mr Kelly commented: “The legal market is changing. And Kelly IP is

Leading Lawyer, Legal 500’s top category, in both trademark litigation and

leading the way. The owners of the world’s top brands deserve lawyers who

non-contentious trademark matters. This highest honor was bestowed upon

are as passionate and innovative as they are about nurturing and protecting

only eight lawyers across the country in each category. These 2014 honors

their brands and creative works. They deserve lawyers with years of big-firm

mark the seventh consecutive year that he was named a Leading Lawyer in

IP experience who believe in delivering value to their clients. They deserve

both categories.

lawyers who know their business, not just the law. They deserve lawyers who

From 2009-2013, Mr Kelly was the only U.S. trademark lawyer to be named a Leading Lawyer in both categories. According to Legal 500, clients

define the cutting edge, but never lose their human touch. It’s a brand new world. Welcome to Kelly IP.”

describe Dave as “an outstanding trademark litigator” and “an exceptionally bright and thoughtful advocate.” Clients also look to Mr Kelly for strategic advice based on his reputation for being “full of business savvy” and “a source of much practical advice…that understands our business in a way that most lawyers don’t.” In the World Trademark Review 1000, clients report they depend on Mr Kelly because his “substantial proficiency and estimable business acumen single him out in the field” and he is an “absolutely fantastic trademark attorney.” He has been similarly recognized by Managing Intellectual Property,

Kelly IP David Kelly Partner Tel: +1 (202) 808-3571 david.kelly@kelly-ip.com www.kelly-ip.com October 2014 Corporate INTL

2014 Annual Intellectual Property Guide

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BERKEN IP Tel: +54 11 5252-2452 info@berkenip.com www.berken-ip.com

2. AUSTRALIA - Wisewould Mahony Lawyers Robert Toth Tel: +03 9629 8333 robert.toth@wisemah.com.au www.wisewoulds.com.au

3. BRAZIL - Hugo Silva & Maldonado Hugo Silva, Esq; Lucia Maldonado, Esq.; Pedro Maldonado, Esq. Tel: +55 21 2516 2600 manager@hugosilva.com www.hugosilva.com

4. CHINA - CHINA TRUER IP Yaochun JIANG Tel: +86-755-83671938; +86-13828879698 sz001@cypatent.cn www.cypatent.cn 40

October 2014 Corporate INTL

1. ARGENTINA - BERKEN IP

5. CZECH REPUBLIC - PATENTSERVIS Praha, a.s. Patent & Trademark Agency JUDr. Jan Hรกk, Ph.D. Tel: 420 2 61 09 0011 patmag@patentservis.com www.patentservis.com

6. GERMANY - LexDellmeier IP Law Firm Alexandra Dellmeier Tel: +49 89 55 87 987 - 0 info@lexdellmeier.com www.lexdellmeier.com

7. GREECE - VAYANOS KOSTOPOULOS Dr Nikolaos Lyberis Tel: +30-210-3808501 n.lyberis@vklaw.gr www.vklaw.gr

8. INDIA - ANAND AND ANAND Pravin Anand Tel: +91 120 4059300 pravin@anandandanand.com www.anandandanand.com

2014 Annual Intellectual Property Guide

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5 9

10 16

9. ITALY - TREVISAN & CUONZO AVVOCATI Julia Holden Tel: +39 02 86463313 jholden@trevisancuonzo.com www.trevisancuonzo.com

10. MEXICO - Dumont Bergman Bider & Co, S.C. Laura Collada Tel: +52 55-5322-6230 lcollada@dumont.com.mx www.dumont.mx

11. PHILIPPINNES - Federis & Associates Mila Federis Tel: +632 889 6197 ext. 306 mfederis@federislaw.com.ph www.federislaw.com.ph

13. SOUTH KOREA - YOU ME Patent & Law Firm David Hunjoon Kim Tel: +82-2-3458-0101 email@youme.com www.youme.com

14. SPAIN - GRAN & ANGULO Alejandro Angulo Founding Partner Tel: +34 93 202 34 56 a.angulo@gba-ip.com

15. US, WASHINGTON - Kelly IP, LLP Kelly IP, LLP Tel: +1 (202) 808-3570 info@kelly-ip.com www.kelly-ip.com

12. SOUTH AFRICA - Adams & Adams

16. VENEZUELA - Bolet & Terrero

Adams & Adams mail@adamsadams.com Tel: +27 (0) 12 432 6000 www.adamsadams.com

Ms. MarĂa Elena bolyter@bolyter.com Tel: +58 212 283 94 44 www.bolyter.com October 2014 Corporate INTL

Arbitration, ADR & Litigation Who’s Who

Arbitration, ADR & Litigation Who’s Who Key Contacts: Antonio Bravo, Dispute Resolution Law Committee Chair at the International Bar Association / Mark Friedman, Arbitration Committee Chair at the International Bar Association Alternative Dispute Resolution 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), 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 [ ... ]”.

Brazil Ana Tereza Basilio is a partner at Basilio Advogados. She holds a Bachelor of Law degree from Universidade Cândido and has accumulated experience in law offices in Brazil, including Sergio Bermudes’ firm, where she worked for 11 years. She is a post graduate in North American Law from Wisconsin University, and is a specialist in civil and commercial litigation as well as in arbitration. She taught Civil Law in the Post Graduation Course of the Escola Superior de Advocacia (Lawyer’s Superior School), from 1993 to 2001, and she is the author of several books about corporate law. From 2004 to 2006, she was the President of the Mediation and Arbitration Chamber of the Brazilian Bar Association, in which she also acted as President of the Lawyer’s Association Committee, from October 2003 to December 2006, Vice-President of the Arbitration Committee, during the same period, besides being elected as Chief Counsellor of the Brazilian Bar Association during the three-year periods from 2000 to 2003 and 2003 to 2006. Additionally, she was appointed as member of the Committee to Fight Piracy and Unfair Competition of the Federal Committee of the Brazilian Bar Association during period of July 2005 to December 2006, and of the Special Committee to Fight Piracy and Unfair Competition of the Federal Committee of the Brazilian Lawyers Association, which she is still a member of. She is also a member of the Editorial Committee of the Arbitration and Mediation Magazine, and member

October 2014 Corporate INTL

of the Corporate law Committee from the Escola da Magistratura (Judge’s School) of the High Court of the State of Rio de Janeiro. She is a professor in Fundação Getúlio Vargas, in the Arbitration post graduation course. In December 2010, she was elected a member of the TRE – Tribunal Regional Eleitoral. Ms Basilio noted that Brazil’s economic situation has consistently improved over the last few years and is now seen as a secure choice for foreign investments. She believes that the fortification of the economy will increase the need for legal assistance in diverse areas, ranging from commercial to fiscal law. “The Brazilian judicial system is aware that the upcoming years will surely come with a significant increase in litigation and that parties will seek to have their problems being solved with agility,” she observed. “Due to overall swiftness of the procedures involved in its development, arbitration arises as an efficient method for conflict resolution during the promising years to come. “This is because there are several advantages in the use of arbitration, as well as being rapid, sensitive and judicial economy, allows parties greater freedom and flexibility in setting rules that will govern the process, as well as the choice of arbitrators for the case. “Based on these existing benefits in the arbitration, our company is aware of the increase of this procedure brought by positive current status of countries and, due to a team that specialises in this subject, fully trust that it will meet the expectations of our current customers,” she concluded.

Basilio Advogados Ana Tereza Basilio Partner Tel: +55 (21) 2277 4200 abasilio@basilioadvogados.com.br www.basilioadvogados.com.br

Arbitration, ADR & Litigation Who’s Who

Canada Woods LLP is the foremost litigation, arbitration and insolvency boutique in Montreal, recognised internationally for its expertise. The firm’s practice reflects the diversity of disputes arising in the business world. It acts in all manner of corporate and commercial litigation, whether for public or private organisations or individuals, including corporate liability, governance, directors’ and officers’ liability, shareholders’ or other stakeholders’ rights and remedies, as well as securities litigation. It regularly acts in class action proceedings, as well as in matters relating to the interpretation or performance of complex commercial agreements. The firm boasts a strong insolvency practice, a depth of expertise in international matters, private and public international law, as well as commercial and international investment arbitration. Many of its members regularly act as arbitrators. James A. Woods, Ad.E. – Mr Woods, senior partner, practises exclusively in litigation and arbitration and has pleaded at all levels of the federal and provincial courts in Ontario and Québec including the Supreme Court of Canada. He is a fellow of the ACTL, LCA, FDCC and CIA (London). He is also a member of the panel of arbitrators of the American Arbitration Association, of the CBA, QBA, LSUC, LSBC, LSA, LSEW, ABA, IBA, LCIA, AAJ, CCAC, Diversity Law Institute and Trial Law Institute and called to the Bars of Québec in 1976 and Ontario in 1979, Alberta and British Columbia in 2006, England and Wales in 2007 and Paris in 2013. He has also acted as an Arbitrator either as President or Member of an Arbitration Tribunal in

approximately 20 commercial arbitrations, and as attorney in many commercial and international arbitrations, either ad hoc or ICC. The Honourable Joseph R. Nuss, Q.C., Ad. E. – A former Justice of the Quebec Court of Appeal, Mr Nuss joined Woods after his retirement from the Court. He practises in domestic and international arbitration and mediation. Prior to his appointment as a judge, Mr Nuss specialised in litigation and appeared as counsel before the Supreme Court of Canada, the Federal Court, all the Courts of Quebec as well before administrative tribunals, in various areas of the law. He was also counsel before a number of Federal Commissions of Inquiry. As a judge, he was a mediator within the framework of the system of mediation established in the Court of Appeal. Mr Nuss was also a lecturer on mediation at national and international conferences. Stephen L. Drymer – Mr Drymer practises in the area of domestic and international arbitration and alternative dispute resolution. He has acted as counsel, as well as arbitrator and mediator, in numerous commercial and investment disputes in a wide range of industries, both in ad hoc proceedings and under the rules of most major international institutions. He advises and represents government and non-governmental parties in matters of public international law and dispute resolution, including in disputes involving maritime delimitation and transboundary resource management. He is active in the resolution of sport-related disputes in Canada and internationally, as counsel to parties and as arbitrator and mediator. He has been recognised as one of the world’s leading international lawyers and arbitrators in numerous legal publications.

James A. Woods, Ad.E. Senior Partner

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

Stephen L. Drymer Head of International Arbitration and ADR Woods LLP Tel: +1 (514) 982-4545 general@woods.qc.ca www.litigationboutique.com

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

corporations. Also, Mr Alcalde often gives legal opinions on difficult matters discussed in different litigations and/or arbitrations. Finally, he is also sought by clients wanting to settle complex family disputes. Mr Alcalde is a tenured professor of civil law at the Catholic University of Chile, where he has been named by the students as the ‘best professor’ of the entire Law School of the Catholic University of Chile in many opportunities during the 20 years he has taught Civil Law. He also teaches commercial matters, specialising in corporate governance, in postgraduate courses of several Chilean Universities, using his unprecedented former experience as in-house counsel and director of different, reputed Chilean companies, including the Chilean Central Bank and Enersis. Mr Alcalde is an arbitrator of the Arbitration Centre of the Chamber of Commerce of Santiago and is an arbitrator of the Arbitration Panel established by the Chilean Law on Concessions of Public Works. He has written several articles in specialised Chilean and international publications. Mr Alcalde has also authored legal books which have been best sellers in Chile, the most important being “The General Principles of Law” (2003) and “Liability of Directors of Corporations” (2013). Mr Alcalde graduated from the Law School of the Catholic University of Chile in 1987 and obtained both an LLM (2010) and a PhD (2013) at his alma mater, all of them with the highest possible academic honours.

Philippi Yrarrázaval Pulido & Brunner Enrique Alcalde R Tel: +56 2 23643782 ealcalde@philippi.cl www.philippi.cl

October 2014 Corporate INTL

Arbitration, ADR & Litigation Who’s Who

India Mr Harish N. Salve is India’s Leading senior advocate designated by the High court of Delhi in 1992. Mr Salve in his illustrious practice of over 34 years, has assumed various positions in the likes of an arbitrator in various important matters. In July 2013, he has been made a full tenant of the Blackstone Chambers, London. The chamber is one of the most respected in the UK. He has appointed as a member of the courts of Singapore International Arbitration Chamber (SIAC) and of the London Council of international Arbitration (LCIA). In his formative years, he attained a Bachelor of Commerce and Bachelor of Laws degree from Nagpur University, following which he practised as a chartered accountant working on taxation matters. In 1980 he was enrolled as an advocate and joined the chambers of Mr Soli J. Sorabjee (Former Attorney General of India). A few years later, he set up his independent practice, developing a large practice in commercial and constitutional law, practicing primarily in the Supreme Court and high of Delhi. Even during these primitive years, he argued notably important cases challenging the constitutional validity of the Bearer Bonds and validity of the Armed Special Powers Act. In 1992, Mr Salve further strengthened his standing at the Bar when he was designated a senior advocate at a rather young age of 35 years. Further in his celebrated legal career, in 1996 he was appointed

Amicus Curiae in landmark environment cases such as the T N Godavarman case and the air pollution case and continues to act in that capacity. He served as the Solicitor General of India from 1st November 1999 to 3rd November 2002 making him the youngest solicitor general assuming office at 43 years. As Solicitor General he argued landmark judgements such as: the Minorities Rights case (heard by an 11 judges of the SC), the Krishna river dispute case; and the Presidential Reference relating to Gujarat Elections. Further the list includes challenging the Balco privatisation and the challenge to the curriculum propounded by the NCERT. Since 2002 he has argued some of the most important cases heard by the Supreme Court, notably: the Education Rights Case [heard by seven judges]; challenge to law reserving seats in educational institutions; the challenge to forcible Narco Analysis tests on accused; the Presidential reference relating to Natural Resources; the Challenge to the Right to Education Act; the Vodafone tax case; the Reliance Gas case; the arbitration case [heard by five judges]; the Italian Government in the case relating to the Italian Marines; and so on. He appeared for His Excellency the President of India in the election petition filed challenging his election. He has also appeared as lead counsel before International arbitral tribunals with their seat at Geneva, London, Singapore, The Hague and Paris. Recently, he appeared as co counsel in Bilateral Arbitration.

Harish Salve

Harish Salve Harish Salve Senior Counsel Tel: +91-11-23387233 hns@hsalve.com; office@hsalve.com

Romania Zamfirescu Racoti & Partners holds a leadership position in the dispute resolution field in the Romanian market, its services and lawyers being top-ranked by the most prestigious domestic and international legal directories. The firm represents clients in litigation cases at all levels before local courts and domestic and international arbitration institutions, having relevant expertise in various fields, including real estate, banking and finance, energy law, capital markets, insolvency and reorganisation, labour law or IP law, criminal law, as well as in complex arbitration proceedings involving construction matters, commercial contracts etc. “Our clients choose reliable experience in litigation and arbitration combined with dynamic case management, and the ability to face all types of dispute situations,” said Cosmin Vasile, managing partner. Mr Vasile explained that dispute resolution has recently undergone important changes in Romania, including the entry into force of a new code of civil procedure in February 2013. Litigation and, to a certain extent, arbitration practice had to be adapted to meet new procedural requirements. “While the legislative changes are seen to be one step forward, they also impose an increased level of procedural discipline,” he elaborated. “Therefore, a qualified and knowledgeable approach towards any kind of dispute resolution proceedings has become essential.” Mr Vasile noted that the changes also concerned the arbitration statute, which is part of the code of civil procedure. He believes that, overall, it appears to be transposing in law a flexible, modern, arbitration-friendly approach, inline with international trends.

October 2014 Corporate INTL

“Among the positive changes, one would note a broadly construed concept of ‘written form’ requirement for the arbitration agreement, which is deemed to be fulfilled if the agreement is concluded by any means of correspondence, as well as by means of exchanging procedural deeds, and the explicit legislative clarification regarding the limits of arbitrability of the domestic arbitration disputes involving public (owned) entities,” he continued. “Some of the gaps that have already been identified in the new arbitration statute remain subject to further interpretation and possible legislative amendments.” According to Mr Vasile, ADR mechanisms have been gaining considerable ground in recent years. Most commonly, parties resort to arbitration hoping for a less time-consuming alternative to court litigation and a more careful approach to complex disputes. “Costs are definitely not regarded as a criterion for those who opt for arbitration in Romania, considering that, as opposed to court expenses, arbitration costs (especially before the leading international arbitration institutions, such as ICC, LCIA, VIAC and the like) are substantially higher,” he observed. “Nevertheless, large companies and foreign investors are often regarding arbitration as a more trustworthy and less disruptive pathway of dispute resolution, especially when it concerns high-profile cases. “There is a general concern in promoting mediation. We encourage this type of ADR while having a background of successful settlements through mediation in various categories of disputes. However, despite the potentially reduced costs, disputants are still hesitant to seeking resolution through this alternative method, being reserved as to the probability of a beneficial outcome,” concluded Mr Vasile.

Zamfirescu Racoti & Partners Attorneys at Law Cosmin Vasile Managing Partner Tel: +40 (0) 21 311 05 17 cosmin.vasile@zrp.ro www.zrp.ro

Arbitration, ADR & Litigation Who’s Who

Saudi Arabia Since 2003, The Law Firm of Majed M. Garoub has initiated a nationwide campaign aimed at promoting the practice of arbitration among businesses and also within the business legal communities in Saudi Arabia.

The Law Firm of Majed M. Garoub Dr Majed Garoub Chairman Tel: +96626518222 majed@lawgaroub.com www.lawgaroub.com

“It is my practice

to show no mercy when it comes to litigation, especially when businesses are under the threat of financial loss due to delayed justice...”

In this campaign, the firm worked with the Saudi Chambers of Commerce, the ICC in Paris, the Saudi Ministry of Justice, the Saudi Arbitration Team, the International Union for Lawyers (UIA) and the Arab Arbitration Union. It also worked with a number of regional arbitration centres both in Europe and in the Gulf region, including the Gulf Arbitration Centre in Bahrain. “The driving force of this campaign was my strong personal belief that the Saudi business and trade sector needs a wider and better level of legal practice in both commercial litigation and ADR,” said Dr Majed Garoub, chairman. “For this very reason I have been determined to continue to offer one of few good examples in the country of how the business community must be served in the field of solving disputes, either through litigation or ADR. Therefore we have expanded our international network of professional colleagues who can offer the best professional services to Saudi clients abroad, as both the Saudi economy and its businesses have suffered a lot from the lack of reliable professional help when it comes to court or arbitration cases abroad. The firm has continued to work within the country to bring both arbitration and court cases to a successful conclusion as early as possible and with the best possible results. “It is my practice to show no mercy when it comes to litigation, especially when businesses are under the threat of financial loss due to delayed justice, but I also keep the door open for amicable solutions with the other parties in the disputes,” continued Dr Garoub. “Therefore, it is now a matter of common knowledge that if you have a tough arbitration or litigation case, then you appoint Majed Garoub as your legal representative.” One of the firm’s most significant recent cases was an international arbitration case between a pan-Arab organisation and a global south-east Asian corporation. The applicable law was of England and Wales, and the rules of arbitration were those of the ICC. The place of arbitration was an Arab business capital. “Having dealt with previous cases where both ICC rules and English law are applicable, we were able to give our client instant advice on certain preparatory matters, and have organised their case files in the most efficient manner to allow us to pursue the case more successfully,” explained Dr Garoub. “We also had to explain to the client how to deal with certain matters throughout the process, including an agreed procedure of communication should we need additional information at any time.” Recently, a significant development has taken place in Saudi arbitration law, which has also been reflected in its executive regulations. The new law offered a better regulation of foreign arbitral awards’ recognition and enforce-

ment process. It has also re-modified the level of judicial control over the conduct of arbitration to an acceptable level by both lawyers and businesses locally and internationally. “Already, judges have been receiving technical training after a decision taken by the Saudi state to establish a Saudi centre for commercial arbitration,” observed Dr Garoub. “This move is believed to have deepened the culture of arbitration and ADR among the Saudi business community, lawyers and the various chambers of commerce in Saudi Arabia. It is also expected that, after a short while, these developments will lead to significant changes for the Ministry of Justice guide list of arbitrators and experts who are recommended to the business community by the ministry to assist with arbitration cases.” Dr Garoub believes that arbitration tends to be a corporate decision rather than a trader’s choice or a preference by a family business organisation, no matter how wealthy they are (in some cases wealthier than an industrial conglomerate). He stated that the reason for this is that well-organised companies tend to have a better understanding of litigation and ADR, and hence appreciate the value of good professional services. “So it has more to do with the legal culture within every institution and how deeply engrained it is,” he elaborated. “Also the nature of business would sometimes expose business owners to ADR practices; the best example of this is construction companies including single-owned enterprises. “Accordingly, one can observe that the culture of arbitration is more widespread in the sectors of engineering and construction, transport, oil and gas, petrochemical and energy industries. The communications, media and sport sectors are also more accustomed to ADR and they have recently witnessed great developments and attracted extremely large investments.” Looking ahead, Dr Garoub predicts that the kick-start of commercial courts at the Ministry of Justice will bring significant developments for all the trade and economic sectors, as well as for lawyers and ADR practitioners themselves. These developments will concern arbitration and work is currently being undertaken to organise ‘The Global Forum for Law, Judiciary and Commercial Arbitration in Saudi Arabia’. There is also a forum being set up in Dubai at the end of September, in cooperation with the International Chamber of Commerce in Paris. “The forum will shed light upon these matters, with the participation of judges, lawmakers and lawyers from Saudi Arabia as spokesmen. Much of this is the result of a march that began over 20 years ago in the domain of arbitration, when I was the secretary of arbitration in the Chamber of Commerce in Jeddah. It seems clear that the current trend promises that arbitration might start to become more internalised in the Saudi legal mind and more integral to the overall legal practice by 2020,” he concluded.

October 2014 Corporate INTL

Route to the UK

Route to the UK Key Contacts: British Private Equity & Venture Capital Association (BVCA) Tel: +44 (0) 20 7492 0400 bvca@bvca.co.uk www.bvca.co.uk Finding a route into the UK is a customary step for foreign businesses looking to enter the global marketplace. The country, a leading trading power and financial centre, is one of the quintet of trillion dollar economies of Western Europe. According to HSBC, The United Kingdom’s position, both geographically and in respect of business culture, puts it at the center of a diverse collection of markets and sectors. Ranked top in Europe in terms of ease of doing business and fourth in the world, its open market and diversified economy present opportunities for new investors to access a domestic market and to use the location as a gateway to the rest of the world. The UK offers a number of competitive advantages as a hub for investors to conduct their business. It is culturally a highly-efficient place from which to access world markets. It boasts a central time zone position, being ideally placed between the markets of the East and West, good transport infrastructure, accessibility of language and familiarity of business culture for many new investors. The UK is a flexible and business-minded location, historically recognised as a well-established and reputable jurisdiction in which to conduct business. It attracts an internationally mobile and highly-skilled workforce and a company can be incorporated in the UK with same day formation. Foreign businesses coming

The London Stock Exchange Tel: +44 (0) 20 7797 1000 www.londonstockexchange.com The UK Trade & Investment Tel: +44 (0) 20 7215 5000 enquiries@ukti.gsi.gov.uk www.uktradeinvest.gov.uk to the UK should be aware that the accounts of all UK companies are subject to public disclosure through the Registrar of Companies. The UK has one of the largest treaty networks. The scope of personal taxation varies according to the length of the individual’s stay in the UK and whether they are domiciled in the UK, allowing foreign nationals to arrange their tax affairs efficiently. With effect from 6 April 2013 a new statutory residence test was introduced, providing certainty to individuals regarding their UK tax residence status. The government is also introducing a number of measures designed to prevent tax avoidance and make the reporting in the UK more transparent. New immigration rules introduced in 2013 mean that procedures for visiting and working in the UK have changed recently and companies should ensure that they are addressing these. Special rules are in existence for high net worth individuals and entrepreneurs investing in the UK. “The UK’s success in attracting Foreign Direct Investment remains undiminished,” said Jacques-Emmanuel Blanchet, Head of Commercial Banking, UK - HSBC Bank plc. “The World Investment report of 2013 places the UK capital stock of foreign direct investment at US$1.3 trillion with only the USA recording a higher figure. This investment is due to the fundamentals of the UK economy boasting a large market and quality suppliers. In addition the UK offers a springboard for growth to global companies and those aspiring to become global.”

No Points for Coming Second What most litigation cases have in common is that one party wins, one party loses and the losing party pays the winning party’s costs. When a great deal of lawyers are trying to get to grips with the new costs budgeting regime we now endure, a lot of lawyers are forgetting the brass tacks of litigation itself and the fundamental basics of getting a case right in the first instance. Pleadings, witness statements and experts’ reports should all converge into one singular truth, with the different documents complementing each other as opposed to being contradictory, or leaving holes in the case. What this calls for is careful planning, and a good deal of thought in terms of what it going into the claim, who is going to evidence the facts and what are their strengths and weaknesses. This is a good starter for five on the road to success, but often neglected and as such certain sure to cause problems further down the line. If the case is prepared properly from the outset, a much a greater use can be had or the Pre-Action Protocol meeting not only to get your case across to the other side but also to assess the strength and merits of the other side’s claim, and as importantly assess their witnesses who preferably should be in attendance at that meeting. All too often Pre-Action Protocol meetings are unstructured and are simply a means for complying with the Pre-Action Protocol itself in order to allow parties to commence litigation. I would suggest that far greater emphasis should be put on the same and there be a series of meetings as opposed to the one prescribed meeting under the rules, with ideally, a route through to mediation. On this note there is nothing preventing any party from detailing in the contract that mediation 46

October 2014 Corporate INTL

must occur if a dispute arises, and due consideration should be given to the role of “a binding mediation” clause in the terms and conditions. What the insurance industry will eventually focus on if the approach we adopt becomes more universal, is the ATE protection (After the Event Insurance) stage of premiums will be triggered a lot earlier than as is normally the case now, whereby the premiums really start ratcheting up after proceedings have been issued. The above approach is designed to avoid litigation but then again such approach leaves some very happy clients and not ones that are having to analyse cost managements budgets or indeed picking the pieces up if things have tragically gone wrong. Be aware that as many cases are won on oral evidence as they are on reports/ contracts, and as such the “sure winner” can often turn out much the opposite if your witness turns to jelly under cross examination. If you have any queries concerning your claim, dispute, or contracts please do not hesitate to contact Giles Ward on 0113 245 0845 or giles.ward@milnerslaw.com or http://uk.linkedin.com/pub/gilesward/31/187/6b3 or https://twitter.com/MilnersGiles.

MILNERS Solicitors Giles Ward Senior Partner Tel: +44 (0) 113 245 0845 giles.ward@milnerslaw.com www.milnerslaw.com

Route to the UK

SEPLAT Petroleum Listing

Winston & Strawn LLP is an international law firm which has worked closely with clients on complex cross border transactions for more than 160 years. The firm’s global corporate practice provides legal advice on capital markets, strategic joint ventures, M&A and debt financings to multinational companies of all types and sizes across a broad range of industries, as well as advising investment banks and other financial services firms. The SEPLAT Petroleum dual listing SEPLAT Petroleum Development Company PLC is an indigenous Nigerian oil and gas company which was originally established as a joint venture between its Nigerian founders, Shebah Exploration and Production Company and Platform Petroleum, and France’s Etablissements Maurel et Prom. Winston & Strawn has worked as a legal adviser to SEPLAT since its incorporation. The Winston team, led by Zoë Ashcroft, worked with this client from the beginning of the company’s journey, from its initial equity investment from Maurel et Prom, through to its first debt financing and acquisition of oil licences in Nigeria (advising on both the M&A and debt financing for the acquisitions). Winston worked with SEPLAT on pre-IPO financing rounds, conversion to a PLC, and its eventual IPO and dual listing on both the London main market and the Lagos stock exchange in Nigeria earlier this year. The Winston team included lawyers across the firm, including partner Nicholas Usher, senior associate Stewart Worthy, and associates Lisa Thompson and Anna Evangelou in London, partner David Sakowitz in New York, and partner Jérôme Herbet in Paris. SEPLAT is the first Nigerian company to list on the London Stock Exchange. The ground-breaking deal raised US$500 million for the company. “From the outset Winston worked closely with SEPLAT in preparation for the IPO, including advising on corporate governance structures and processes, and dovetailing the UK and Nigerian regulatory requirements,” said Ms Ashcroft. Winston worked directly with the UK Listing Authority through the process of due diligence and confirmation of eligibility for listing with the regulators in London and with the company’s in house counsel in Lagos along with Nigerian local counsel, ensuring that the different requirements of both sets of regulators were accommodated. The Chairman and one of the founders of SEPLAT, A.B.C. Orjiako comments that: “We have known and worked with Winston since 2004 and found them extremely efficient, with all round experience and competences. Their execution of assignments has been the best we have seen among other firms we use. Therefore, Winston was a natural choice for us when we embarked on the IPO.” Winston were heavily involved in coordinating the efforts of this large deal team and helping to push the transaction forward. The deal team included the company’s board and senior management, its banks, their legal teams, accountants, specialist petroleum reserves analysts, environmental consultants, and financial PR advisers in London, Nigeria and New York. The Chairman of SEPLAT comments further that: “This was a pioneer transaction and SEPLAT was a pioneer in the deal. Winston not only met our expectations, they exceeded all expectations. Under the able leadership of partner, Ms Zoë Ashcroft, the deal team went beyond their call and managed all aspects of this complex transaction, including coordinating the approval processes with UKLA, other legal firms, the global coordinators, the entire project secretariat, including preparing

the prospectus among other things.” When asked to identify any challenges to getting the deal done, Ms Ashcroft considers the fact that that this was a ‘first of a kind’ transition: the first time a company had ever obtained a dual listing of shares in Nigeria and the United Kingdom, as significant. Accordingly, there were no established processes or procedures to follow and the expectations of regulators in both countries had to be considered simultaneously. Agreement was reached with the Nigerian regulator that a UK-style prospectus was an appropriate starting point, which was then tailored to address specific Nigerian regulatory requirements. Ms Ashcroft explained: “This collaborative approach with regulators and counsel in both countries was crucial as we sought to ensure that both authorities were comfortable to confirm eligibility to list and approve this ‘first of a kind’ transaction.” Several commentators have described the SEPLAT dual listing as ‘a ground-breaking transaction’, as SEPLAT was the first company to ever obtain a dual listing of shares on both the London main market and the Lagos stock markets. The successful completion of SEPLAT’s IPO in the two countries was a capital markets first. It is anticipated that the transaction will pave the way for other indigenous companies from the African continent seeking access to global equity markets, particularly in the oil and gas, power and infrastructure sectors. Indeed, regulators have commented that the structure and process will serve as a template for future transactions from Africa. Doing business in the UK Winston London partner Nicholas Usher comments that: “The UK continues to operate as one of the world’s key financial centres. We consider that this is, in large part, due to its location and open culture, political stability and respected rule of law.” Ms Ashcroft commented further that: “London’s reputation as a leading capital market plays an instrumental role in attracting foreign investment to the UK. Investors will always be attracted to countries that provide a liquid capital market in a politically and legally low risk environment.” Mr Usher added that: “A foreign company listing on UK capital markets will benefit from the country’s central location spanning global time zones, its world-class standards of corporate governance, and access to deep pools of capital.” Assuming the world economy continues to grow, Ms Ashcroft considers that the UK capital markets will remain attractive to foreign companies. “We would anticipate that companies from newer emerging markets in sub-Saharan Africa will consider coming to market in London, perhaps in conjunction with a listing in their home jurisdictions, seeking to raise capital from a wider group of global investors for energy, power and infrastructure projects,” she concluded.

Winston & Strawn Zoë Ashcroft Partner Tel: +44 (0)20 7011 8725 zashcroft@winston.com www.winston.com

October 2014 Corporate INTL

Route to Mexico

Route to Mexico Key Contacts:

Invest in Mexico Tel: +1 (864) 631-6633 jlauderdale@charter.net www.investinmexico.com.mx

The Bolsa Mexicana de Valores cinforma@bmv.com.mx www.bmv.com.mx

The Latin American Venture Capital Association Tel: +1 646 315 6735 www.lavca.org

Mexico’s $1.3 trillion economy has become increasingly orientated toward manufacturing in the 20 years since the North American Free Trade Agreement (NAFTA) entered into force. Per capita income is roughly one-third that of the US; income distribution remains highly unequal.

According to the National Institute of Statistics and Geography’s (INEGI) GDP results for 2Q2014, Mexico’s economy grew 1.56% during Q2 2014 compared to the same period last year. The Ministry of Finance maintained its annual growth forecast at 2.7%, but there is consensus amongst independent analysts that it is unlikely that the recovery will be enough to meet this target.

Mexico has become the United States’ second-largest export market and third-largest source of imports. In 2013, two-way merchandise trade reached nearly $507 billion. Mexico has free trade agreements with over 50 countries including Guatemala, Honduras, El Salvador, the European Free Trade Area, and Japan - putting more than 90% of trade under free trade agreements. In 2012 Mexico formally joined the Trans-Pacific Partnership negotiations and formed the Pacific Alliance with Peru, Colombia and Chile. Mexico’s current government, led by President Enrique Pena Nieto, emphasised economic reforms during its first year in office, passing education, energy, financial, fiscal and telecommunications reform legislation. The three-party “Pact for Mexico” reform agenda aims to improve competitiveness and economic growth across the Mexican economy.

October 2014 Corporate INTL

President Peña Nieto and Finance Minister Luis Videgaray have announced the formation of a new development bank, the “National Finance for the Agricultural, Rural, Forestry and Fishing Development” which will provide accessible loans to agricultural producers with an interest rate less or equal to 10%. These loans will be extant for 15 years, without the need to provide real estate guarantees. If the programme is well implemented, its effects could be significant, helping tackle poverty and low productivity in the primary sector. After Congress’ approval of the secondary legislation of the energy reform, President Enrique Peña Nieto announced the shift of Governmental attention towards implementation. According to the President, these changes will enhance the productivity and competitiveness of the economy, and provide a more solid and transparent legal framework to improve the business environment within the country.

Route to Mexico

Corporate Law Fernando Hernandez is a partner at Vazquez Aldana, Hernandez Gomez & Asociados (VAHG). He describes VAHG as the go-to firm in western Mexico for corporate, M&A, banking & finance transactions, personal wealth management, commercial and residential real estate practices. The Mexican Moment finally arrived. Mexico´s Foreign Direct Investment (FDI”) increased 16.7% in the fist quarter of 2014, impressively for the first time European Countries ( 45.4%) combined have invested almost as much as Mexico´s first commercial partner, the United States(47.3%). The majority of the investment is coming to the manufacturing sector (42.7%). According with the Foreign Direct Investment (FDI) Confidence Index®, Mexico Ranks in position #12 in 2014 due to the economic reforms. Mexico is seemed more attractive for the FDI above countries like Sweden, Chile, Spain and Japan. The World Bank considers that “Private investment, particularly in the energy sector, may enhance economic growth in the not-too-distant future, though productivity effects will likely become evident only over the course of several years.” “Mexico’s strong fundamentals, sound policy framework and skillful macroeconomic management have allowed the country to deal with financial volatility and heightened risk aversion related to the exit from unprecedented monetary policies in major advanced economies.” When investing in Mexico VAHG is certainly a good option if you need the highest quality services with personal treatment. “More than 75 years of combined experience and a large number of high-profile deals back the quality of our work,” he commented. “We strive to have a broad understanding of the opportunities, strengths and challenges of each matter presented to us. We approach M&A deals with an aim to cover every legal and business angle for the benefit of our clients, and help our clients achieve their business goals with full legal protection and optimal risk mitigation. “VAHG provides corporate services to a large number of demanding clients,

both domestic and foreign, tending to their needs with excellence in the ordinary and extraordinary aspects of their businesses. “Our firm offers its clients the necessary services to incorporate and maintain companies and other corporate structures used to conduct business in Mexico and abroad observing compliance with the applicable regulation.” Fernando Hernandez, highlighted Mexico’s dramatic shift in energy policy in recent months, noting that it has caught the attention of domestic and foreign investors alike. “Mexico recovered rapidly from the financial downturn and has continued to grow, fostering favourable environments for the financial and technology industries, among others,” he continued. “All major reforms have been passed in Congress and implementation will occur in the next months. Therefore opportunities will arise for investors in different sectors of the economy.” “Mexico also recently passed a new competition bill, intending to fight monopolies and antitrust practices more rigorously than its predecessor,” he added. Mr Hernandez concluded: “When doing business in Mexico, investors better serve their needs when they receive quality legal advice from professionals with a high degree of preparation and knowledge of the legal and business environments. In VAHG, we will provide you with the tools to safely and effectively navigate through Mexico’s legal system, and we are equipped to collaborate closely with private and governmental institutions alike. We will do all the legal work, you can focus on operating and expanding your business.”

Vazquez Aldana, Hernandez Gomez & Asociados Fernando Hernandez Partner Tel: +52 (33) 3630 0906 fhernandez@vahg.mx www.vahg.mx

Employee Benefits Law Natividad Abogados was created in 1980 by Tomas H. Natividad, founder, partner and director. The firm provides: •

Advisory services and coordination of individual lawsuits filed against corporations before the labour authorities (Conciliation and Arbitration Boards) in the different states of the country.

•

Advisory services on labour matters and worker-employer issues.

•

Design and coordination for the appropriate labour strategies according to the specific needs and objectives of the company when reviewing Collective Bargaining Agreements or labour disputes, both of individual or collective nature.

•

Problem solving, in coordination with clients’ management, related to personnel policies, collective disputes, interpretation and compliance with employment agreements or in labour matters.

•

Information for clients regarding changes in laws, rules and regulations, in all the firm’s specialities, and supervision for the correct application.

•

Handling (in a specialised area) Social Security, SAR (Retirement Savings Fund), Infonavit (Housing Fund), Afores (Pension Funds) and all related aspects.

Natividad Abogados has created and developed a Network of Correspondents in the major cities of the country (over 70) and abroad, with lawyers and law firms renowned for their capability and probity, who work with the firm on various matters. “Together we set policies and criteria and provide information on how to handle and report the matters we entrust to them, directly or through our clients,” explained Mr Natividad. “Our law firm has consolidated a position, relations and prestige based on development and innovation in advisory services, planning and dispute resolution in all areas of labour law and social security.” The firm is a member of L&E Global (www.leglobal.org), a global alliance of

boutique labour law firms in the key business centres in the world, through which its partners can provide counsel. “We have launched a specific CRM Portal called Renatio that enables our clients to directly access their information, through which we keep them informed and up-todate on the progress of their matters.” Mr Natividad noted that Mexico belongs to one of the major markets in the world with the US Mexico and Canada Free Trade Agreement. In the Ease of Doing Business Ranking 2014, Mexico’s ranking is 53rd. The Average Age of Economically Active Population is 38.3 years, and the Informality Rate is 31.2. “Notwithstanding that businessmen disagreed with the labour and tax reforms, they continue to invest in the country, because it has a stable macro economy, contained inflation and a large labour market,” he elaborated. “Mexico’s Stock Exchange has developed favourably and it is a reliable institution. It gives companies an advantage, since in order to be listed they have to be an institutionalised and profitable company.” According to Mr Natividad, the main problem relating to employee benefits law in Mexico is obligatory stability in employment – termination of an employment relationship has to be for a cause. “Mexico’s Federal Labour Law protects the worker,” he explained. “There are no free-will contracts. We do have other figures, such as trusted employees, and we negotiate with the worker in case of termination. Employment relationships are not flexible,” he concluded. Natividad Abogados Tomas H. Natividad

Founder, Partner and Director Tel: +52-55 5089 7200 tomas@natividad-abogados.com.mx www.natividad-abogados.com.mx October 2014 Corporate INTL

Route to Malta

Route to Malta Key Contacts: The Malta Enterprise Tel: +356 2542 0000 info@maltaenterprise.com www.maltaenterprise.com

The Malta Funds Industry Association (MFIA) Tel: +356 2122 7148 www.mfia.org.mt The Malta Stock Exchange Tel: +356 21 244 051 www.borzamalta.com.mt

Malta is a well-connected investment location right in the heart of the Mediterranean. It is an island that boasts an advanced communications set-up and a business environment that gives every incentive for companies to invest, grow, innovate and compete in a global marketplace. Malta offers a solid business and industrial background, going back 50 years. In fact, today it is home to hundreds of foreign companies all operating within a well-developed economic and industrial structure.

formation in the public and private sector by developing and operating a liquid, efficient and fair securities market for the ultimate benefit of issuers and investors whilst adding value to its shareholders.

This is how the country has been described by Malta Enterprise – an agency responsible for the promotion of foreign investment and industrial development in Malta. The organisation offers assistance and advice to those who seek to learn more about the multitude of business and investment opportunities available on the island. Likewise, Malta Enterprise offers investors the best possible service before, during and after they decide to do business in Malta.

Currently the Malta Stock Exchange operates two markets: the Regular Market in which equities, corporate bonds and government bonds are traded, and the Treasury Bill.

Malta’s geographical position and strong ties with Europe in general, and the UK in particular, are positioning the island as a fast-growing European financial centre. When Malta became a full member of the EU in May 2004, the financial services industry continued to gain significant traction and international recognition led by the funds and captive insurance sector, among others. One of the strong advantages of choosing Malta as an alternative jurisdiction for registering and licensing a fund is the ‘can-do’ culture of the practitioners and the accessibility and proactive development at the Malta Financial Services Authority. The MFSA – through the Investment Services Act – allows for the setting up of a variety of retail collective investment schemes, both UCITS and Non-UCITS, together with funds for professional investors, more commonly known as PIFs. Various structures are also possible, from a standalone type of fund to multi-funds and multi-classes, whether open-ended or closed-ended. International fund promoters interested in domiciling their funds in Malta should be aware of the presence of the Malta Funds Industry Association (MFIA). The MFIA’s primary objective is to act as a channel of communication and to make representations to the Maltese government and the Malta Financial Services Authority on legislative, regulatory and fiscal matters which, among others, directly or indirectly, have an effect on the business and/or professional interests of its members. In addition, the Malta Stock Exchange plays an important part for foreign investors in Malta. It has been created to facilitate capital

October 2014 Corporate INTL

The Malta Stock Exchange strives to ensure that the highest standards of market integrity are applied to all the activities conducted on its markets to ensure that appropriate levels of investor protection are in place.

In recent years, Malta has offered a number of incentives to attract foreign investors. The island’s Mediterranean location offers invested parties a gateway to both Europe and Africa, and sits upon the busiest shipping lanes between the regions. Malta also provides excellent air and shipping facilities, which are held to an incredibly high standard by The Civil Aviation Directorate. An educated and skilled workforce, a proactive business environment, and English as the business language also appeal to potential foreign investors. Malta allows the incorporation of Malta companies which can have multiple or mixed sources of income such as holding, trading or passive investment income. Moreover, it is illegal for any person to provide an investment service in or from Malta unless such person is in possession of a Malta Financial Services Licence. The costs of obtaining an investment licence in Malta, and of setting up the corresponding corporate vehicle as well as the running expenses of the company, are relatively lower than other financial services in Europe. Following amendments implemented to the Maltese Income Tax Acts in 2007 in line with an agreement reached with the EU, a restructured system of corporate tax refunds is now available. The agreement that Malta has reached with the EU includes the retention of the full imputation tax, which provides an attractive incentive for shareholders and investors. In this system, dividends paid by a company resident in Malta carry a tax credit equivalent to the tax paid by the company on the distributed profits. These changes in the tax system have helped Malta to develop a better relationship with the European Union, which has simultaneously promoted the country’s profile as regards to co-operation with investors.

Route to Malta

Accountancy & Finance PKF Malta is a fast growing, progressive firm. As a member of PKF, the firm provides services to a list of prestigious clients and have always enjoyed an excellent reputation which stems from its dedication, professionalism and enthusiasm to serve clients. PKF Malta is a member of PKF International, a network of independent firms of accountant and business advisors with more than 440 offices in over 100 countries. PKF Malta’s credentials are well valued by the Government and its Departments, in particular, the Inland Revenue, the VAT Department, the Malta Chamber of Commerce as well as the commercial sector in general. Auditing Service is one of the main professional services the firm offers. Its ultimate audit objective is to express its formal opinion on the company’s financial statement as required by law. The firm is also committed to providing its clients with a high quality and efficient service that results in positive and constructive assistance to management. This covers both the primary controls built into the company’s systems to ensure the accuracy of accounting records and enhancing general management controls. Accounting Services PKF Malta has a team of trained and experienced accountants who can attend at the companies’ premises on a regular basis to update its financial records and prepare periodical management accounts and cash flow forecasts as required. The firm’s general practice department offers accounting services on a regular basis and looks after secretarial matters.

PKF Malta offers a number of in-house accounting services so that its clients can focus on what they do best – managing and building their business. The firm handles primary books of account, payrolls, VAT returns, levies and all other areas of the accounting function and deliver monthly reports, annual financial statements and taxation reports. George Mangion George Mangion FCCA CPA MA (Financial Services) is the senior partner and the head of the audit department at PKF Malta. He has over 30 years experience in accounting, taxation, financial and consultancy services. His efforts have seen that PKF has been instrumental in establishing many e-Commerce and international trading companies in Malta and has developed relationships with market leaders in South Africa, Australia, New Zealand, Ireland, USA, Belgium, Italy and Scandinavian countries. Mr Mangion has also lectured and delivered presentations at numerous seminars and conferences worldwide on subjects relating to a wide range of topics including taxation, auditing and captive insurance.

PKF Malta George Mangion Senior Partner, Head of Audit Department Tel: +356 21 484373 gmm@pkfmalta.com www.pkfmalta.com

Corporate Finance Spiteri Bailey & Co. is a mid-sized multi-disciplinary firm, an independent member of PrimeGlobal, one of the largest associations of independent accounting firms in the world. The firm offers a full spectrum of corporate finance advice to middle market businesses both public and private. The firm provides a whole range of corporate finance advice through a team managed by the senior partner of the firm. “We assist clients to maximise personal income, to raise capital, to acquire and dispose of businesses and investment,” said William Spiteri Bailey, senior partner. “We also advise clients with regards to debt and capital restructuring, corporate structuring, retirement planning. We also assist clients in putting together financial feasibility studies and business plans. These are only a few of the Corporate Finance Advisory Services that Spiteri Bailey & Co. provides. Senior members of our firm also sit on, or are advisors to a number of Company Board of Directors, advising on corporate issues as the need arises.” Mr Spiteri Bailey explained that, without a doubt, the success of an acquisition to an acquirer can be significantly influenced by the extent and quality of due diligence undertaken. He stated that financial due diligence is a key aspect of the overall investigation into the target. “We have lately assisted a Non Maltese Group of Companies acquire a Maltese business to form part of their group,” he commented. “We have carried out all the necessary due diligence procedures on the local business ensuring that the purchasing company was fully aware of all that it needed to know on the Maltese business it was acquiring.” The firm is also in a position to provide a complete range of services in support of international companies establishing a commercial presence in Malta. The firm offers, amongst other services, all the back office services

including company formation, payroll administration, accounting, audit, tax and VAT compliance, and company secretarial services. The firm also provides services of ship registration and aircraft registration. Spiteri Bailey & Co. is also well established and qualified to provide audits of funds and SICAVs. It also has a well established department to provide the full service of liquidation of companies including liquidation of funds and SICAVs. Spiteri Bailey & Co. has an expert team that can assist clients in developments in International Financial Reporting Standards (IFRSs) as adopted by the EU, or in General Accounting Principles for Smaller Entities (GAPSE) which has been an important step towards simplification in Malta; Spiteri Bailey & CO. has been heavily involved in the development of GAPSE in Malta. “We hope that a visit to our website, www.spiteribailey.com will help you understand the opportunities that are available and the assistance that we at Spiteri Bailey & Co. – Malta can provide you, your business and your company with,” said Mr Spiteri Bailey. “We are here to help you identify and achieve the best solution for your needs and requirements. “From the onset the main aim of the firm was to provide clients with the best professional service they expect,” he concluded.

Spiteri Bailey & Co. William Spiteri Bailey Senior Partner Tel: +356 21 499 250 william@spiteribailey.com www.spiteribailey.com October 2014 Corporate INTL

Route to Malta

Aviation Law and Aircraft Registration in Malta Tanti-Dougall & Associates, Advocates is an experienced multi-disciplinary law firm, founded by Dr Michael Tanti-Dougall and Dr Jacqueline Tanti-Dougall in Valletta, Malta. With more than 35 years of personal experience combined in the legal profession, their aim is to provide services to clients based on commitment, loyalty and respect towards them, whether they are private, medium-sized or large corporate clients – local or international. The firm acts for financial institutions, particularly in tendering advice on banking and insurance, on trusts and estate planning as well as on tax-driven structuring of corporations, both locally and abroad. It also forms part of the European Law Group, consisting of a network of leading law firms across Europe and beyond, which was established in 1983 to assist clients in their respective jurisdictions. The legal services offered by the firm cover a wide range of practice areas, including: corporate and tax advisory services; yacht, shipping and aircraft registration; occupational health & safety services with relative risk assessments; airport safety & security including applicable emergency plan; personal separations; divorces; annulments and adoptions; debt collecting; employment and industrial relations; competition; intellectual property; film industry; i-gaming; real estate; and travel and tourism. It also provides mediation as alternative dispute resolution (ADR), as well as litigation before the local courts of law and administrative tribunals, the European Court of Human Rights and the European Commission. Dr Michael Tanti-Dougall, senior partner, is a mediator at the Malta Mediation Centre, as well as being a lecturer on commercial law, competition law, travel & tourism and media law. He is also a member of the Chamber of Advocates in Malta, the International Forum of Travel & Tourism Advocates (IFTTA), the Association of European Trade Mark Owners (MARQUES) and the Institute of Financial Services Practitioners, Malta (IFSP). In the aviation sector, Tanti-Dougall & Associates provides services in

connection with aircraft registration, dry and/or wet lease agreements, aircraft financing and advice on tax applicability, as well as on health & safety and aircraft security issues. These include airport safety & security and airport emergency planning in line with the International Civil Aviation Organisation (ICAO) and relative European regulations. The Aircraft Registration Act came into force on October 1st, 2010. It stated that a National Aircraft Register would be created, although there is no separate register for aircraft engines. However, its legal and fiscal framework is intended to attract aircraft owners and lessors who would want to register their commercial and private aircrafts in Malta, subject to certain restrictions. It also allows the possibility to register an aircraft still under construction. The definition of an aircraft includes air balloons, gliders, seaplanes and helicopters. Aircraft registration in Malta compliments the long established registration within the shipping and yachting industry, making Malta a maritime Mediterranean hub for international repute. Due to the Aircraft Registration Act, Malta is now considered to be a highly competitive jurisdiction for aircraft registration, having established itself as the first Member State to consent to the Cape Town Convention and Aircraft Protocol following agreement by the EU.

Tanti-Dougall & Associates, Advocates Dr Michael Tanti-Dougall Senior Partner Tel: +356 21 227900 mtd@tdlegal.com www.tdlegal.com

Tax Law UHY Business Advisory Services Limited acts as a consultancy and professional services firm encompassing various services. The firm specialises not only in the area of local and international tax but also in supporting services such as banking, accounting, back office and a host of other services. The firm services a wide spectrum of clients coming from different business sectors and jurisdictions which include international trading, oil, gas and energy, wealth and portfolio management, insurance, healthcare, marine, and aviation, amongst others. According to Pierre Galea Musù, director, Malta has one of the most investor friendly tax regimes in the EU and globally. He noted that the tax system is governed by the Income Tax Act and the Income Tax Management Act together with subsidiary rules and legislation which originate from the UK tax system and based on well-established principles. All companies are taxed at the normal rate of 35% on taxable profits. All Malta resident companies which are wholly owned and controlled by resident and non-resident shareholders alike are taxed at this rate. “Under this tax system, upon a distribution of profits, a shareholder in receipt of a dividend may claim a refund of tax paid at corporate level. This refund may be equivalent to2/3rds when Double Taxation relief is claimed, 6/7ths of the Malta tax paid by the company in respect of those profits from which the distribution has been made, and 5/7ths in the case of passive interest and royalties” he explained. Gains from a participating holding (holding of 10% of equity of a non-resident company) are exempt from tax, with specific conditions are to be satisfied. Companies may also claim Double Tax Relief. “The Maltese tax system is very attractive,” he continued. “Malta operates a full imputation system. The tax paid by the company is attributed as 52

October 2014 Corporate INTL

a tax credit to shareholders receiving the dividends. Not many jurisdictions are left adopting this system, certainly not in the EU. Furthermore, Malta does not impose further taxes, whether final withholding or otherwise, on the dividends being distributed.” Commenting on the recent media attention on the issue of tax evasion, Mr Musù stated that that the system has been in place in Malta for a good number of years and has been substantially reviewed and overhauled upon Malta’s accession to the EU and has since been approved as fully compliant with EU requirements. “The unique adoption of the full imputation system, in operation since 1948, has also been approved by the OECD and Malta’s tax practices are in line with international standards of transparency, exchange of information purposes as reviewed by the same OECD in 2013,” he elaborated. Malta is fast becoming a jurisdiction of choice for companies seeking to relocate their business. The economy is strong, performing well above EU average and Malta’s credit ratings are amongst the top in the EU. The island has an efficient workforce, English is an official language and the regulatory system is very robust, transparent and easily accessible.

UHY Business Advisory Services Limited Pierre Galea Musù Director Tel: +356 21331710; +356 79470946 pgm@uhymalta.com www.uhymalta.com

Route to the US

Route to the US The USA has the largest and most technologically developed economy in the world. Business firms in the USA enjoy a greater degree of flexibility compared to businesses in other regions in terms of innovation and expansion. The firms are at or near the forefront in technological advances, particularly in computers and in medical, aerospace, and military equipment. These advances largely explain the gradual development of a ‘two-tier labour market’. At the bottom they lack the education and skills of those at the top. Additionally, they don’t receive equal pay raises, health insurance coverage and other benefits of those at the top. Crude oil prices doubled between 2001 and 2006, the year home prices peaked. As imported oil accounts for nearly 55% of USA consumption, the increasing prices depleted consumers’ budgets, causing many to fall behind in their mortgage payments. Oil prices rose another 50% between 2006 and 2008, and bank foreclosures more than doubled in the same period. These elevated prices caused a drop in the value of the dollar and deterioration in the USA merchandise trade deficit, as well as weakening the housing market. By mid-2008, the USA was pushed into a recession. This was the deepest and longest downturn, which the USA economy has not fully recovered from, since the Great Depression. In October 2008, the USA Congress established a $700 billion Troubled Asset Relief Program (TARP) to help stabilise financial markets. In January 2009, the USA Congress passed and President Barack Obama signed a bill providing an extra $787 billion fiscal stimulus to create jobs and help the economy recover. Total spending on healthcare rose to 17.9% in 2010. In March of that year, President Obama signed the Patient Protection and Affordable Care Act, a health insurance reform that will extend coverage to an additional 32 million American citizens by 2016. In July 2010, he signed the Dodd-Frank Wall Street Reform and Consumer Protection Act. This law was designed to end taxpayer bailouts of financial firms and

improve accountability and transparency in the financial system. The Iraq and Afghanistan wars further contributed to the growth of the budget deficit and public debt. According to government figures, the cost of the wars was almost $900 million through 2011. In 2010 and 2011, the federal budget deficit reached nearly 9% of GDP. In 2012, the federal government reduced the growth of spending and the deficit shrank to 7.6% of GDP. While the strategy for most companies in 2011 was about getting back to basics and weathering the storm of unemployment and recession, 2012 did not see a large amount of economic success for North America. According to the government’s final report on the fourth quarter, USA economic growth was weak at the end of 2012, but better than originally thought. GDP rose at a 0.4% annual rate in the quarter. In December 2012, the Federal Reserve Board (Fed) announced plans to purchase $85 billion per month of mortgage-backed and Treasury securities in an effort to hold down long-term interest rates, and to keep shortterm rates near zero until unemployment drops below 6.5% or inflation rises above 2.5%. In late 2013, the Fed announced that it would begin scaling back long-term bond purchases to $75 billion per month in January 2014, and reduce them further as conditions warranted; the Fed, however, would keep short-term rates near zero so long as unemployment and inflation had not crossed the previously stated thresholds. Long-term problems include stagnation of wages for lower-income families, inadequate investment in deteriorating infrastructure, rapidly rising medical and pension costs of an ageing population, energy shortages, and sizable current account and budget deficits. For comparison purposes, the USA and Canada have similarly modern and sophisticated economic systems. Approximately three quarters of Canada’s exports go to the US. It is the US’ largest foreign supplier of energy, including oil, gas, uranium and electric power.

October 2014 Corporate INTL

Route to the US

Copyright Law Leonard F Lesser is an experienced trial and appellate lawyer who prosecutes and defends business litigation in federal and state courts around the country, and arbitration tribunals administered by JAMS, AAA, ICDR, FINRA, and other ADR providers. Mr Lesser focuses on copyright, trademark, trade secret and unfair competition litigation; fraud, fiduciary duty and business tort claims; partnership, joint venture, shareholder, and LLC member disputes; corporate transaction, post-closing, and busted deal disputes; contract and UCC disputes; banking and financial services litigation; securities litigation; insurance disputes; real estate disputes; and employment litigation. He also prosecutes and defends toxic tort, product liability, premises liability, personal injury and property damage claims. Recent trial victories include a multimillion-dollar arbitration award and judgment against an oil and gas tycoon in a complex joint venture dispute, and subsequent contempt judgment, and fraudulent conveyance judgment against the tycoon and his alter ego companies. L&R Exploration v. Grynberg, 927 N.Y.S.2d 816 (Sup. 2011), aff’d, 90 A.D.3d 538, 934 N.Y.S.2d 707 (1st Dep’t 2011). In Asset Management Associates of New York, Inc. v. Emerson Telecommunication Products, Mr Lesser successfully represented the seller of telecommunication products businesses in defence of post-closing claims asserted by the buyer. After defeating the buyer’s claim for fraud based rescission of the transaction (Asset Mgmt. Assocs. v. Emerson Telcom. Prods. LLC, 08-CV-2506, 2011 U.S. Dist. LEXIS 9434 [E.D.N.Y., Jan. 25, 2011]), the court compelled arbitration, and in 2013, the arbitrator ultimately rejected the buyer’s claims, and awarded seller a $1.5 million post-closing adjustment. In Marchetti v. Branson Ultrasonics Corp., Mr Lesser obtained a defence

verdict after jury trial in May of 2014 on behalf of a global developer of ultrasonic products. The plaintiff claimed she suffered traumatic brain injuries resulting from an accident on the defendant’s property. After trial, the court granted directed verdict to the defence on three of five counts, and the jury rendered a defence verdict on the two remaining counts. Recent appellate victories include Gray v. Denny’s Corp., 535 Fed. Appx. 14 (2d Cir. 2013)(reversing summary judgment on claims asserted by a restaurant patron who was assaulted by other patrons); Flores v. Velez, 974 N.Y.S.2d 134 (2d Dep’t 2013)(reversing trial preclusion order); Lisbey v. Pel Park Realty, 952 N.Y.S.2d 882 (1st Dep’t 2012)(reversing summary judgment to a building owner in connection with a ceiling collapse); Spielman v. Grace Gospel Church, 910 N.Y.S.2d 105 (2d Dep’t 2010), leave denied, 929 N.Y.S.2d 94 (2011)(reversing denial of motion to dismiss claims against a Church in connection with alleged sexual misconduct by a pastor); and Yeshiva Ohr Torah Community School, Inc. v Zurich Am. Ins. Co., 910 N.Y.S.2d 517 (2d Dep’t 2010)(reversing summary judgment on indemnity and subrogation claims). Please visit www.simonlesser.com for more details.

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SIMON LESSER PC Leonard F. Lesser, Esq. Partner Tel: +1 212.599.5455 llesser@simonlesser.com www.simonlesser.com

Tax / Tax Compliance HOCHMAN, SALKIN, RETTIG, TOSCHER & PEREZ, P.C., is internationally recognised as the preeminent tax law firm on the West Coast of the US. The reputation of the firm for excellence and integrity in the tax, tax compliance and tax enforcement communities is unparalleled. The firm is internationally recognised as a leader in the representation of taxpayers throughout the world in matters involving the ongoing, extensive efforts of the US government to identify undeclared interests in foreign financial accounts, voluntary disclosures (OVDP and otherwise), sensitive issue civil tax examinations, criminal tax investigations and prosecutions. HOCHMAN, SALKIN, RETTIG, TOSCHER & PEREZ, P.C. maintains an active national administrative tax resolution, civil tax litigation and criminal tax defence practice and has received many notable decisions on behalf of its clients. Members of the firm have represented literally hundreds of US taxpayers participating in various IRS Offshore Voluntary Disclosure Programs (OVDP) and other forms of disclosures regarding foreign financial accounts having values far exceeding billions of dollars, in the aggregate. The firm has also represented numerous taxpayers involved in Grand Jury criminal investigations, criminal prosecutions and, when beneficial for the client, the effective negotiation of plea agreements involving the alleged misuse of foreign entities to conceal legal and beneficial interests in foreign financial accounts and assets. Few other firms have the similar firm-wide depth of knowledge and experience necessary to effectively represent the interests of their clients in these matters. “According to peers, Charles Rettig of Hochman Salkin Rettig Toscher & Perez is ‘phenomenal, just phenomenal.’ Further, he “is regarded by market sources as a ‘brilliant and gifted lawyer . . . a real star and a national leader’” who “enjoys a superb reputation and benefits from ‘great 54

October 2014 Corporate INTL

presence.’” Mr. Rettig has been described as “knowledgeable and very intelligent . . . a force to be reckoned with . . . a driving force in policy making at the national level with great client skills when it comes to sensitive matters.” Steven Toscher recently served as lead trial counsel obtaining an acquittal on all counts in a matter involving alleged conspiracies of the defendant with the defendant’s accountant and others to defraud the Government relating to personal and corporate taxes, including the use of a foreign bank account and a foreign trust. All others included in the indictment previously pled guilty, including the defendant’s former accountant who testified at trial as a cooperating witness for the Government. HOCHMAN, SALKIN, RETTIG, TOSCHER & PEREZ, PC authored the Tax Management Portfolio “Tax Crimes” (Pub. 636) (2d.) published by the Bureau of National Affairs. Several of the firm’s attorneys gained their initial experience while working as Attorney-Advisors for the United States Tax Court in Washington, D.C., as tax prosecutors for the Office of the United States Attorney for the Central District of California, as trial attorneys for the Tax Division of the United States Department of Justice in Washington, D.C. or the Office of District Counsel of the Internal Revenue Service.

Hochman Salkin Rettig Toscher & Perez PC Charles P Rettig Partner Tel: +1 310.281.3242 Rettig@taxlitigator.com www.taxlitigator.com

Route to the US

Oil & Gas Law

Farnsworth & vonBerg, LLP has been providing a comprehensive range of services in business law and litigation to an equally comprehensive variety of clients, both domestically and internationally, for over 40 years. Our clients range from individuals to large, publicly held oil and gas companies. At Farnsworth & vonBerg we understand the challenges faced by our oil & gas clients. From upstream to midstream, service to supply, our job as counsel is to help them assess risk and resolve issues – quickly. When business goals and production quotas are on the line, standing still is not an option. The oil and gas industry in the United States is highly regulated with numerous regulations by various agencies of the federal government as well as agencies of the various states. The firm has assisted clients in the understanding and compliance with this labyrinth of laws and regulations. While oil and gas operations and litigation in the United States can be complicated, we don’t think service should be. We make it a point to be accessible and responsive. You call. We answer. And unlike many firms, we don’t believe that value is directly proportional to the number of attorneys you can throw on a project. When you hire Farnsworth & vonBerg, you are getting undiluted, cost-effective, senior-level expertise focused on and committed to you. Services have included the sale or acquisition of oil and gas properties valued at over $150 million, and the defence of lawsuits where over $1 billion has been sought. In the area of litigation, we have represented clients in the courts of almost every state in which there is oil and gas production. The firm has handled the negotiation and preparation of complex purchase and sale agreements, due diligence reviews, joint ventures, farmouts, joint operating agreements, master service agreements, construction contracts, drilling contracts, seismic and trade-secret matters and other energy related agreements. The firm represents companies involved in the import and export of oil and natural gas and the construction of facilities to liquefy natural gas. Also the firm represents companies involved in the construction and operations of pipelines for the transport of oil or natural gas. Farnsworth & vonBerg has a long and successful track record trying contested cases in state and federal courts, before arbitration tribunals, regulatory agencies and administrative law judges. The firm has been

involved in litigation over joint operating agreements; COPAS accounting procedures and other energy accounting issues; area of mutual interest obligations; preferential right to purchase disputes; implied lease covenants; development rights and obligations; surface use accommodations; royalty computations and deductions; title issues; lease disputes; drainage issues; joint venture/partnership issues; land, boundary and mineral ownership issues; plugging and abandonment obligations; royalty and overriding royalty claims; and appellate matters. In addition to litigation, T Brooke Farnsworth has been involved in many arbitrations both as a representative of a party and as an arbitrator. Additionally, the firm has been involved in appeals that have resulted in decisions by the Texas Supreme Court and the United States Supreme Court. Along with its oil and gas expertise, the firm also provides services in the area of business law and business litigation. The firm prepares and negotiates employment contracts and handles employment disputes, buy-sell agreements, shareholder agreements, license agreements, risk assessment and mitigation, non-compete agreements, distributor/sales agreements, and earnout and deferred payment arrangements. The firm has also negotiated loan agreements of over $200 million both from direct lenders and from mezzanine financing entities. This has included not only the negotiation and review of the documents but the coordination of other related matters such as securing and reviewing title opinions. Mr Farnsworth is admitted to practice before the United States Supreme Court, the United States Court of Appeals for the District of Columbia, Fifth, Tenth and Eleventh Circuits. Mr Farnsworth is listed in Marquis Who’s Who in America, Who’s Who in the World and Who’s Who in American Law. He has achieved the rating of AV Preeminent®, the highest rating available for expertise and ethics from Martindale & Hubbell.

Farnsworth & vonBerg, LLP T Brooke Farnsworth Partner Tel: +1 (281) 931-8902 brooke@fvllp.com fvllp.com

October 2014 Corporate INTL

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

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

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