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Clifford Chance appoints three new partners in Germany

Wed, 29 May 2013 00:00:00 GMT

Clifford Chance has appointed three new partners in Germany as of 1 May 2013. The firm appointed a total of 20 new partners globally. The firm's total number of partners now stands at 589 and increases the number of partners at its Düsseldorf, Frankfurt am Main and Munich offices to 88.

The new partners in Germany are:

Dr. Peter Christ (Corporate/Employment Law, Düsseldorf)
Dr. Gerold M. Jaeger (Real Estate, Frankfurt)
Thomas Reischauer (Real Estate, Frankfurt)

Dr. Peter Christ advises corporate clients on all aspects of individual and collective employment law. One of the key areas of his work is advising on corporate acquisitions and restructurings and related negotiations with the works council. He advises on all compliance-related employment law issues and any related investigations, including but not limited to, data protection.

Peter Christ's promotion to partnership represents a significant boost to the Clifford Chance's employment practice in Germany and to the Düsseldorf office.

Dr. Gerold M. Jaeger specialises in advising sellers, investors and banks in connection with real estate transactions (including financing) with an emphasis on portfolio and sale and leaseback transactions, project development and real estate financing. Our clients also benefit from the fact that he holds a diploma in business administration and is fluent not only in English but also in Spanish, French and Portuguese.

Thomas Reischauer specialises in advising both German and international investors on real estate transactions (asset and share deals) and real estate financing. He also assists with project development and general construction and architectural law matters, as well as commercial leases. A further principal focus of his activities involves advising investors and banks on transactions in the hotel/leisure sector. He is qualified as real estate M&A advisor (ebs).

The appointment of two new partners will help to further strengthen our position as a renowned market leader in the real estate sector.

Dr. Andreas Dietzel, Managing Partner of Clifford Chance Germany, commented: "The firm has appointed 46 home-grown partners in Germany over the last 10 years, virtually all of whom undertook the professional part of their legal training at Clifford Chance. They are all outstanding lawyers who have gone on to become seasoned, expert consultants who possess exceptional specialist expertise and sector-specific know-how and who have their own distinctive personality. This demonstrates how investing in the future by providing first-class training and education programmes pays dividends for the firm. It ensures that we are able to provide our clients with an exceptional level of service at all times. It is very pleasing to see our principles and values also so clearly embodied in these new partners. On behalf of the firm, I would like to take this opportunity to congratulate our new partners on their appointment."

EU Political Update 27 - 31 May 2013

Mon, 27 May 2013 13:10:23 GMT

A weekly review of political developments in the European Union.

The Hong Kong Stock Exchange consults on reforming the connected transaction rules

Mon, 27 May 2013 09:11:35 GMT

On 26 April 2013, The Stock Exchange of Hong Kong Limited (the Exchange) published two sets of consultation papers on reforming the connected transaction rules.

Clifford Chance advises Carrefour in the reorganization of its partnership with Majid Al Futtaim Holding

Mon, 27 May 2013 03:30:00 GMT

The Carrefour Group recently announced the sale of its 25% stake in Majid Al Futtaim Hypermarkets for €530 million to its regional partner, Majid Al Futtaim Holding.

Partners since 1995, Carrefour and Majid Al Futtaim operate 50 hypermarkets and 44 supermarkets in several countries in the Middle East, North Africa and Central Asia through their joint subsidiary, Majid Al Futtaim Hypermarkets.

Majid Al Futtaim will own 100% of Majid Al Futtaim Hypermarkets. The exclusive franchise partnership with the Carrefour Group is renewed until 2025 and extended to new formats and new countries.

Closing of the transaction is subject to approval by the relevant authorities.

Clifford Chance lawyers advising Carrefour were:

In France, Mathieu Remy and Dessislava Savova (Partners), Marianne Pezant (Counsel), Justine Souchay and Alexander Kennedy;
In Dubai, Nigel Wellings (Partner) and Roxana Ghiassee.

Is there a Path through the Woods?

Fri, 24 May 2013 14:37:23 GMT

There had been much disquiet over the impact on managed CLOs of the "skin
in the game" requirements. However, as arbitrage economics and investor
sentiment become more favourable for European CLO issuance, structures
were coming to market which sought to comply with the spirit of Article 122a in
a way which did not render managed CLOs uneconomical. The approach used
in such structures has now been cast into doubt by the Consultation Paper
published by the European Banking Authority.

Actualité fiscale au 23 mai 2013

Thu, 23 May 2013 16:06:06 GMT

Cette newsletter couvre les actualités fiscales du 16 au 23 mai 2013.

Actualités M&A - Droit Boursier Avril 2013

Thu, 23 May 2013 15:41:07 GMT

This newsletter deals with the main regulatory and case law issues that are of interest over the relevant period.

Les actualités M&A - Droit Boursier couvrent les développements en matière de droit des sociétés et droit boursier sur la période considérée.

UK: Employment Update - May 2013

Thu, 23 May 2013 15:23:18 GMT

This edition of Employment Update looks at two cases which examine the necessary ingredients for an employer to be contractually bound by a promise to its employees. We also report on the latest case law development in relation to post-termination victimisation claims and a useful case exploring the approach the Tribunals should adopt when considering whether they have the jurisdiction to hear unfair dismissal claims brought by ex-pat employees. Finally we examine HMRC's proposals to address disguised employment in LLPs.

Struktury emisji euroobligacji stosowane przez polskie podmioty

Thu, 23 May 2013 14:10:58 GMT

Emisja euroobligacji na rynkach międzynarodowych jest coraz częściej rozważana przez polskie podmioty jako alternatywne dla kredytów bankowych źródło finansowania. Dotyczy to w szczególności kapitału od inwestorów, którzy nie są aktywni na polskim rynku finansowym. Nie bez znaczenia pozostaje fakt, iż wyemitowanie euroobligacji jest potwierdzeniem znaczącej pozycji przedsiębiorstwa na rynku.

W niniejszym opracowaniu przedstawiamy struktury, które są najczęściej wykorzystywane przez polskie podmioty do emisji euroobligacji. Poniższe opracowanie nie wyczerpuje jednak
wszystkich dostępnych struktur.

The Korean Fair Trade Commission: an antitrust watchdog to watch

Thu, 23 May 2013 13:06:56 GMT

The Korean Fair Trade Commission chairman ("KFTC"), has presented its 2013 agenda, which prioritises the reform of large conglomerates, increasing competition opportunities and fairness for small businesses, eradicating cartel practices and creating a fair market environment for consumers.

Although this ambitious agenda may, to some extent, appear to focus more on domestic structural market issues, with a particular focus on Chaebols, foreign companies engaged in business in South Korea should not be mistaken: they will probably not be left alone.

Publication of a new decree related to the law n°2011-2012 of 29 December 2011 improving the safety of medicines and health products ('Transparency law')

Thu, 23 May 2013 10:19:10 GMT

The long-awaited decree was issued on 21 May 2013 (the "Decree"). The Decree enables the implementation of the Transparency Law.

A circular which will provide complete terms and conditions of application of the Decree should also be published soon.

According to the Transparency law, any company manufacturing or selling health products for human use or providing any related services ("Healthcare companies") is required to disclose all the agreements it enters into as well as any benefit granted, in kind or in cash, directly or indirectly.

English Insolvency Courts open for international business

Wed, 22 May 2013 17:27:02 GMT

The Court of Appeal has unanimously decided that it may appoint English administrators to a Jersey company, upon the request of the Jersey Court. This overturns a controversial decision from just last month, where a formal request from the Jersey Court for assistance was not considered sufficient for the English Courts to oblige. In that case, the English Court held that there had to be local insolvency proceedings afoot or at least in mind, before it could lend assistance. The Court of Appeal's decision reversed that approach and confirmed that no local insolvency proceedings were in fact necessary. Today's decision is significant in promoting cross border co-operation in insolvency cases. It reinforces the English Court's long held tradition to provide assistance and cooperation to insolvency courts beyond its own shores.

The Criminal Liability of Legal Persons: Highly Important New Developments in the Offing

Wed, 22 May 2013 10:31:16 GMT

On 3 April 2013, the Government sent the Council of State the text of the Draft Bill of the Basic Law amending Basic Law 10/1995, of 23 November, on the Criminal Code so that the latter can prepare its mandatory report, meaning that the Law may be enacted within approximately one year.

La Responsabilidad Penal de las Personas Jurídicas: Importantísimas Novedades que se avecinan

Wed, 22 May 2013 10:19:33 GMT

Con fecha 3 de abril de 2013, el gobierno ha remitido al Consejo de Estado, para su preceptivo informe, el texto de un Anteproyecto de Ley Orgánica por la que se modifica la Ley Orgánica 10/1995, de 23 de noviembre, del Código Penal y que, por tanto, puede convertise en Ley en el plazo aproximado de un año.

Clifford Chance advises Savola Group on strategic acquisitions in Saudi Arabia

Wed, 22 May 2013 08:00:00 GMT

Clifford Chance, in cooperation with Al-Jadaan & Partners Law Firm, is advising Savola Group (Savola) on its acquisition of shares in Savola Foods Company (SFC) and Azizia Panda United Company (APU) from Al Muhaidib Holding Company (Al Muhaidib).

Savola is one of the largest industrial companies in Saudi Arabia and, subject to the satisfaction of certain conditions precedent including obtaining the requisite shareholder approvals, plans to increase its capital and issue 33,980,684 new shares to Al Muhaidib in consideration for the acquisition of the shares in SFC and APU currently owned by Al Muhaidib. As a result of the transaction, SFC will become a wholly-owned subsidiary of Savola and Savola will increase its shareholding in APU to 93%. The transaction was signed on 1 May 2013 and values the shares to be acquired in SFC and APU at approximately SAR1.3 billion (equal to approximately US$365 million).

Clifford Chance and Al-Jadaan have been advising Savola on all aspects of the transaction, including the acquisition agreement, structuring options and on the application of the various CMA regulations.

Mike Taylor, Corporate/ECM partner at Clifford Chance, comments: "We were delighted to have been involved in such a strategic transaction for Savola, one of our key regional clients. It helps to reinforce Clifford Chance's long-term connection with Saudi Arabia and our broader strategy for ambitious growth across the Middle East."

The team was led by Clifford Chance partner Mike Taylor. Mike was supported by Corporate partner James McCarthy and senior associate Mohammad Al Rasheed. The Al-Jadaan team was led by Corporate partner Khalid Al Abdulkareem with support from associate Majid Al-Sheikh.

Clifford Chance continues to be recognised for its cutting-edge work in the Middle-East with the Firm recently being named Middle East Law Firm of the Year by Chambers Global 2013 and IFLR Middle East International Law Firm of the Year 2012 (winning for the fifth time in six years). Al-Jadaan has won the IFLR Saudi Law Firm of the Year in each of the six years it has been awarded. Both firms also shared the IFLR Debt and Equity Linked Deal of the Year award for the Saudi GACA sukuk, the IFLR Equity Deal of the Year award for the Zain KSA rights issue and the IFLR Equity Team of the Year award.

Clifford Chance has in the past two years launched offices in Doha, Casablanca and Istanbul as it continues to serve clients across the Middle East and North Africa.

EU Political UPdate 21 - 24 May 2013

Tue, 21 May 2013 16:51:47 GMT

A weekly review of political developments in the European Union.

Sanctions and the Hotel Industry

Tue, 21 May 2013 11:12:01 GMT

Recent years have seen a significant increase in the use of economic and financial sanctions as a tool of foreign policy, with tightening restrictions, companies under heightened scrutiny and enforcements becoming increasingly frequent and expensive. Against this backdrop, there are a number of ways in which the hotel industry, in particular, has been affected by the myriad of international sanctions laws and regulations imposed by the US, UK, UN, EU and others.

The week at the UK regulators - 20 May 2013

Tue, 21 May 2013 10:31:19 GMT

This week at the UK regulators is a weekly alerter providing views on the publications issued by the Financial Conduct Authority and the Prudential Regulation Authority during the last week. It provides a quick way to keep up to speed with what is going on in UK financial services regulation and reports on developments from other regulators around the world.

SFC proposes to amend Professional Investor Regime and Client Agreement Requirements

Tue, 21 May 2013 10:23:42 GMT

On 15 May 2013, the Securities and Futures Commission (SFC) published a Consultation Paper on the Proposed Amendments to the Professional Investor Regime and the Client Agreements Requirements (Consultation Paper).

Amongst other things, the SFC revisits the determining thresholds of individual and corporate professional investors (PI) and the level of protection appropriate for different classes of PIs. Second, prompted by its recent thematic findings and the judgment in Kwok Wai Hing Selina v HSBC Private Bank (Suisse) SA, the SFC proposes to enhance the minimum content standards for client agreements under the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission.

Asian bank resolution regimes

Tue, 21 May 2013 09:37:18 GMT

Clifford Chance, in conjunction with the Asia Securities Industry & Financial Markets Association (ASIFMA), has conducted a survey of eight key Asian jurisdictions to obtain an overview of the insolvency regimes and resolution powers available in relation to banks in each jurisdiction, as well as other key features including depositor preference and treatment of local branches of foreign banks.

The global financial crisis and the failure of Lehman Brothers resulted in increased focus on the development of effective resolution mechanisms for global, systemically important banks and broker-dealers. The G20 called for effective resolution mechanisms for such institutions and in November 2011, the FSB published its "Key Attributes of Effective Resolution Regimes for Financial Institutions".

The Clifford Chance work demonstrates that much is under development in Asia but there is some way to go before the region will be compliant with the FSB attributes. ASIFMA commented that "As ASIFMA believes that effective resolution regimes for global, systemically important banks and broker-dealers are crucial to a safe and sound financial system, we will continue to work constructively with regulators to bring this about going forward. To that end, ASIFMA and experts from our GFMA partners AFME and SIFMA will be meeting policy makers in the region in the near future in order to provide our views on the current and proposed systems in Europe and the US as well as input into the development of these systems within Asia."