europe annual general meeting, zagreb, croatia · inventor nikola tesla • trip to the excavations...

Quar te r l y Gaze t teIn its 11th year

May 2014

Europe Annual General Meeting, Zagreb, Croatia

the international network of independent law firms

Macesic & Partners LLC welcome you with great pleasure to the Europe AGM 2014 in Zagreb.

We have prepared an educational and entertaining programme to introduce you to Croatia’s history,

culture and food. Zagreb, our capital, is a city of green parks, walks and architecture that has earned it

its nickname of “little Vienna”.

The conference will be held in hotel Esplanade, Zagreb’s most iconic hotel which opened in 1925 as a

refuge for passengers from the Orient Express on the Paris to Istanbul line.

As well as the standard meetings and AGM content, the programme also includes:

• Walk through the Zagreb Botanical Garden

• Visit to the Technical Museum Zagreb for real life re-enactment of experiments of world famous

inventor Nikola Tesla

• Trip to the excavations site of Neanderthal man in Krapina where in the late 19th century remains of

Neanderthal man were found

• Wine and food tasting at the Croatian’s traditional tavern

Contents

Boards and Committees

Member News

Events

Legal Updates

Deals Review

Practice Group Updates

pg 2

pg 4

pg 10

pg 15

pg 20

pg 24

Global Executive Committee

Asia

Europe

Latin America & Caribbean

North America

Dunstan de Souza

Apisith John Sutham

Niels Opstrup (Chairman)

Jeroen Oehlen

Antonio Garbelini

Ivette Martinez

Gary Tober

Bill Sellay

CBP Lawyers

Apisith & Alliance

DELACOUR

Boels Zanders

Siqueira Castro

Patton, Moreno & Asvat

Garvey Shubert Barer

Robinson & Cole

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Boards and Commi t tees Boards and Commi t tees

Global Rules & Protocol Committee

Asia

Europe


North America

Global IP Committee

Asia

Europe


North America

Global Website & Marketing Committee

Asia

Europe


North America

Simon Fraser (Chairman)

Chelsea Li

Mindaugas Vadapalas

Burkhard Herzog

Carlos Roberto Siqueira Castro

Luis Rodolfo Bullrich

Bill Sellay

Gary Tober

CBP Lawyers

Jincheng, Tongda & Neal

Vadapalas, Vaitekūnas & Partners

Schellenberg Unternehmeranwalte

Siqueira Castro

Nicholson y Cano

Robinson & Cole


John Apisith Sutham

Cindy Goh

Ingo Selting (Chairman)

Mark Lomas

Rodolfo Mesa

Rodrigo A. de Ouro Preto Santos

Gary Tober

Kathy Porter

Apisith & Alliance

Cheang & Ariff

Selting & Baldermann

Ashfords LLP

Mesa & Mesa

Siqueira Castro


Robinson & Cole

Timothy Cheung

Robert Gregory

Simon Rous (Chairman)

Dinu Petre

Antonio Garbelini

Tomas Nassar

Bill Sellay

Gary Tober

Fred Kan

Maddocks

Ashfords LLP

Cunescu Balaciu & Asociatii

Siqueira Castro

Nassar Abogados

Robinson & Cole


Global Executive Committee Update

We are proud to have established an informal cooperation with LEX AFRICA.

LEX AFRICA covers 21 African countries and is rated by Chambers & Partners as a leading law firm network. For more information on the network and member firms, please visit their website www.lexafrica.com.

Countries that Lex Africa is represented in:

The Committee will also meet during the Europe AGM that is taking place in Zagreb.

Niels OpstrupChairman - Global Executive Committee

AngolaBotswanaCote d’IvoireDRCEgyptGhanaKenyaLesothoMalawiMauritiusMozambique

NamibiaNigeriaSenegalSouth AfricaSwazilandTanzaniaTunisiaUganda ZambiaZimbabwe

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Member News Member News

Another BSJP success

Due to BSJP’s litigation success, signs featuring an apology from the Highway Authority have appeared by the road.

A BSJP client – Johann Bunte – renovated a road section near Toruń. These works have now been completed and the acceptance protocol has been signed. However, the Highway Authority decided to re-renovate the road. Johann Bunte disagreed. Eventually, the Highway Authority commissioned another company. Then, the Highway Authority placed signs indicating that they were improving a “road which had suffered from a renovation malpractice on the part of the Johann Bunte company”.

This was followed by an immediate response from BSJP. Within a few days BSJP obtained an injunction ordering the Highway Authority to remove the disputed signs.

BSJP then filed a suit against the Highway Authority requesting the defendant to publish an apology – in a form parallel to the damage – on signs placed along the road.

With the judgment of March 2013, the Regional Court awarded in favour of BSJP’s client, the information published by the defendant was found to be misleading. Such action was damaging the reputation and goodwill of Johann Bunte. Therefore, the court ordered the defendant to publish apologies.

The defendant’s appeal was unsuccessful. The Court of Appeal in Warsaw, fully supported BSJP’s arguments.

The BSJP team engaged in the case consisted of BSJP partners: Krzysztof Kowalczyk, Piotr Jurczak and Jarosław Sroka.

This is another litigation success of BSJP. Recently BSJP won the case related to cancellation of the tender for the construction of the S-7 road near Radom.

New insolvency Partner at DELACOUR

On 1 July 2014 Flemming Bastholm will join DELACOUR as a Partner in the insolvency team.

Flemming has many years of experience from larger law firms working with all aspects of insolvency law. He is a certified insolvency lawyer and appointed by the Bankruptcy Court in Aarhus as permanent liquidator in enforced winding up procedures and also works for the Bankruptcy Court in debt rescheduling matters. Furthermore, he is an experienced adviser in company restructuring and general business law.

Flemming teaches at Aarhus University as an external lecturer, and has also been admitted to the Danish Supreme Court.

He has previously been involved in international networking through Law Exchange International, and is now looking forward to meeting new colleagues within ADVOC.

Together with Flemming, two Associates will also join DELACOUR’s insolvency team which will now be further strengthened and become one of the major players within this legal area in Denmark.

Brisbane host summit of world leaders

Cooper Grace Ward’s home city of Brisbane will play host to the world’s most significant economic summit, the G20, later this year. The summit, to be held on 15 and 16 November at the Brisbane Convention and Exhibition Centre, will be the most significant meeting of world leaders ever hosted in Australia.

Planning is currently underway for a world-class celebration of arts, cultural and sporting events that will take place throughout the city in the three weeks leading up to the summit.

In preparation for the G20, Cooper Grace Ward is extending the offer to any ADVOC members or clients of members travelling to Brisbane for the event to avail of the firm’s resources and facilities.

Cooper Grace Ward’s offices are situated on George Street, within the hub of the legal profession in Brisbane, and within walking distance of the Convention and Exhibition Centre.

Managing Partner Chris Ward said he was looking forward to the G20 and anticipated it to be a highly successful event.

‘The G20 is set to be Brisbane’s most significant international event since the city hosted World Expo in 1988,’ he said.

‘The international spotlight will be on Brisbane and I am looking forward to taking part in the celebrations and making

sure our many international visitors feel welcome.’

New Partner for our member in Perth

Kott Gunning is pleased to announce the recent appointment of Partner Louis van Aardt to its corporate team. Louis adds a wealth

of knowledge and experience, having practiced in corporate law for 15 years in both London and Perth. He holds a first class degree in law and a masters degree in corporate and commercial law. Louis was recently involved in advising licensee Trustruct Structural Solutions in respect of CSR’s purchase of AFS products Group (see Deals Review).

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Promotions at Hesketh Henry

Hesketh Henry recently promoted both Jacintha Tan and Joanne Chilvers to the position of Senior Associate. Jacintha has more than twenty years experience and an in-depth knowledge of all areas of commercial and residential property law and joined Hesketh Henry in July 2012. Joanne has

over 10 years experience, also in commercial property related law, and she re-joined Hesketh Henry in April 2010 after a period working in London. These promotions follow the appointment of Nick Gillies in September 2013 as a Senior Associate in the firm’s Litigation and Dispute Resolution team. Nick is a civil litigation lawyer with a strong background in construction and insurance law. He joins us after seven and a half years working in London.

Jacintha Tan Joanne Chilvers Nick Gillies

ISOLAS sponsors Swiss Financial Services Visit to Gibraltar

On 4 April, ISOLAS hosted a group of Swiss Financial Services Professionals in an event organised by Voxia Communication. ISOLAS was, along with SG Hambros, a title sponsor of the event which saw the arrival on the Rock of some 50 Swiss Asset Managers who attended the event with a view to gaining a better understanding of the Gibraltar Financial Services offering. The main event consisted of a variety of presentations coordinated by local professionals to deliver a taste of what Gibraltar has to offer as a financial services solution to the visiting delegates.

ISOLAS’ partner, Joey Garcia, who delivered one of the two keynote, title sponsor presentations, spoke about the issues and trends in the funds industry generally and then focused on the various alternatives open to Swiss Asset Managers looking for cross-border solutions that allow European access.

When asked to comment on the day, Joey Garcia explained that ”the fact that a Gibraltar-based licensee obtains a European passport every bit as valid as the one you can secure in London, Madrid, Paris or in any other member state, is the brightest feather in Gibraltar’s financial services cap. Gibraltar and Switzerland have historically complemented each other’s offerings and that synergy is probably strongest today than it has ever been. This event, I’m sure, will have been singularly effective in delivering this message to the Swiss Asset Managers who made the trip out here

this week and we’re excited by the opportunity this represents for them and, of course, for Gibraltar plc.”

News from our member in Prague

New Civil Code, the New Commercial Corporations Act – official translation

Achim Jähnke, Managing Attorney of Dvorák Hager & Partners, has been asked to participate as a proof-reader in the translation of the New Civil Code, the New Commercial Corporations Act and the International Civil Law Act to German, ordered by the Ministry of Justice. This official translation is to be finished imminently.

New international ranking by Legal500

Legal500, a prestigious international ranking of law firms (www.legal500.com), repeatedly recommended our law firm in its 2014 edition for the areas of corporate law, mergers and acquisitions, litigation and the real estate law. This ranking confirms the recognition of our work by our clients as well as the perception of our team by competitors in the legal market.

Dvořák Hager & Partners confirms its leading position in employment law.

The prestigious international legal ranking Chambers Europe has moved Dvořák Hager & Partners’ ranking in Employment law to Band 2. This recognition confirms the growing reputation of the firm’s Employment department.

Dvořák Hager & Partners was praised for their proactive problem solving, its high quality of work and easily understandable language. Department head Tomáš Procházka commented on the rankings: “Client satisfaction is the best reward for our work. However it’s also an obligation to further improve our services and stay at the top in the future.”

The rankings are compiled based on evaluations by companies and leading industry experts. Apart from Employment law, Dvořák Hager & Partners were once again recommended for Corporate law and M&A.

Joey Garcia speaking at the event

L-R: Jonathan Garcia, Joey Garcia, Selwyn Figuera

Fred Kan & Co and Trust Law Firm team up

The photograph below was taken at the Seminar on Chinese Inheritance Law at Central Plaza, Hong Kong on 22 March 2014. This event marked the occasion of entering into a close working relationship between Fred Kan & Co. (Hong Kong ADVOC member) and Guangdong Trust Law Firm (Guangzhou ADVOC member).

Under this close working relationship, Timothy Cheung (Partner at Fred Kan & Co.) becomes a Hong Kong Legal Advisor to Guangdong Trust Law Firm and Kenda Pang

(Senior Partner at Guangdong Trust Law Firm) and Echo Lau (Partner at Guangdong Trust Law Firm) become Registered Foreign Lawyers in Fred Kan & Co.

Standing from left to right: Timothy Cheung, Echo Lau, Kenda Pang, Fred Kan, Prof. Song Yao Hong (guest speaker) and Cyrus Chan (Associate at Guangdong Trust Law Firm).

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Leaders in planning and environmental law in SA

Norman Waterhouse Lawyers has again been named one of two First Tier firms in environmental and planning law in South Australia by the Doyle’s Guide.

Two of the firm’s Partners also made the 2014 list of Leading Planning and Environment Lawyers in South Australia. Gavin Leydon, Partner/Team Leader, was listed as one of the State’s Preeminent practitioners in this field. Peter Psaltis, Partner, along with Paul Leadbeter, who works as a consultant for the team, were also listed as ‘Recommended’ by the 2014 Doyle’s guide.

The Guide said that Norman Waterhouse ‘extended its reach beyond its traditional planning strength into environmental matters.’

The Doyle’s listing of Australia’s best legal firms and lawyers is compiled annually on the back of extensive independent telephone and face to face interviews with clients, peers and relevant industry bodies. Firms are ranked First, Second or Third Tier or Recommended. First Tier firms have the highest number of recommendations.

Peter Psaltis

High rankings in legal directories

Macesic and Partners always rank high in European legal directories. This year was no exception!

Legal 500 ranks Macesic and Partners as a first tier firm in Shipping and Dispute Resolution, and in the remaining five areas, the firm is ranked in the second tier. In the new Intellectual Property section the firm was ranked directly into the second tier.

The most outstanding achievement is our Partners’ rankings in their respective areas of specialisation. Miroljub Macesic is “fully reliable, has a deep knowledge of maritime law and gives clear and appropriate advice”, Ivana Manovelo is quoted as “diligent, accurate and professional’’ for Corporate Law and M&A and Miran Maćešić is “very devoted’ in Dispute Resolution.

Chambers and Partners ranked the firm in Band 3 for Banking and Finance, Corporate/Commercial and Dispute Resolution and Band 1 for Shipping.

Miroljub Macesic is stated to handle high level disputes at the ICC and being commercially oriented, Anita Krizmanić is praised in shipping for her extensive experience in advising ship-owners and insurers in personal injury matters while Miran Maćešić is distinguished as “up and coming’” with clients highlighting his quick responses and sound advice. Miran Maćešić

Gavin Leydon

Mr. Nipun Malhotra is returning to O P Khaitan & Co.

O P Khaitan & Co. is very pleased to announce that Mr. Nipun Malhotra has re-joined the Firm as a Senior Partner from 1 April 2014.

Nipun Malhotra, formerly Senior Vice President - Legal at DLF Limited and Vice President – Legal Affairs and Group General Counsel at EIH Limited (The Oberoi Group) has rejoined O P Khaitan & Co., after leaving the firm in 2007.

Over and above his nationwide civil litigation experience, Nipun has been associated with corporates in their various fields of business management and development, public relations, labour management, brand protection, land use planning, consultant engagement’s etc. and is inducted as Senior Partner in O P Khaitan & Co. The major areas of his practice include commercial general liability, product liability, labour law defence, real estate arrangements, hospitality arrangements and dispute resolutions in the Supreme Court and High Court(s).

The Managing Partner of the Firm, Mr. Gautam Khaitan said that “Nipun will be a new dimension in the firm’s strength and practice areas and will provide and assist clients in exploring and fomenting reasonable and practical resolutions to the issues and achieving high end satisfaction to the clients.”

He further added “as we in the expansion mode, we are focussing on having more lateral recruitments with lawyers of high potential and recognitions, which shall bolster the expansion with objectivity and significance

Nipun has also expressed high optimism for expanding his practice into the areas of tax dispute resolutions, corporate arrangements and corporate conveyance with the Firm.”

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Member News Events

Events Diary

Europe AGM Date: 29 - 31 May 2014 Location: Zagreb, CroatiaHosted by: Macesic & Partners

2nd International Business Law ConferenceDate: 8 - 9 September 2014Location: Bali, Indonesia Hosted by: ADVOC Asia

Europe Open Board Meeting Date: 26 - 28 September 2014Location: Porto, PortugalHosted by: Cuatrecasas, Goncalves Pereira

Latin America MeetingDate: 20-21 November 2014Location: Santiago, ChileHosted by: Cariola Diez Perez-Cotapos

Asia AGM Date: 6 - 9 November 2014Location: Perth, AustraliaHosted by: Kott Gunning

Asia Meeting Date: 30 April - 3 May 2015Location: Yangon, MyanmarHosted by: JTJB Myanmar Co Ltd

Latin America MeetingDate: May 2015Location: La Paz, BoliviaHosted by: Estudio Juridico Gerke

Europe AGMDate: 13 - 17 May 2015Location: Brussels, BelgiumHosted by: Buyle Legal

Joint Network MeetingDate: 4 - 7 November 2015Location: Lima, PeruHosted by: Cauvi, Ferraro, Piaggio, Zegarra & Del Solar

For more information on any of these events, please check the ADVOC website or contact [email protected]

Events

Left: The International Inheritance Tax Seminar, Frankfurt that took place in January.

Right: The members that attended the ADVOC LA Meeting at Montevideo in April.

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Even ts Even ts

2nd International Business Law Conference, Bali, 8 - 9 September

Following the success of the Business Law Conference held in Bali Indonesia last August, ADVOC have decided to repeat the activities in 2014.

Date: 8 - 9 September 2014

Location: Bali, Indonesia

Hotel: Courtyard Marriott Nusa Dua

Format: 4 sessions on different topics of International Business Law, each with a Chair and 3 - 4 panellists

Preconference: A day of golf on Sunday 7 September

Cost: For more information on price, including corporate packages and golf, please see the ADVOC website

Topics: Free Trade Agreements: Key Legal Issues and the Way Forward Legal Aspects of Outsourcing Data Protection Laws: A Review of Various Jurisdictions Interim Relief in Litigation

Sponsorship: It costs only US$1500 for your firm to support and sponsor the Bali Conference. In return for your generous sponsorship, your firm can send their promotional material and brochures to be distributed at the conference, as well as have their name and logo in the brochures going out and on the Conference website.

We hope that you will be able to join and support us. Please can you also encourage your clients and contacts to attend.

For a copy of the brochure or more information, please contact Tamara Humphreys ([email protected]), Jude Benny ([email protected]) or Alan Lim ([email protected])

Asia AGM, Perth, Australia, 6 - 8 November 2014

The ADVOC Asia AGM will be held from 6-8 November 2014 at the Crown Perth, Western Australia.

This year’s hosts, Kott Gunning, invite ADVOC members to experience the best of WA. Once described as having the climate California thinks it has, Perth enjoys long days of sunshine, clear blue skies and pristine beaches. Delegates will be able to take in beautiful scenery, top-class golf and enjoy world-renowned food and wine at the ADVOC casual BBQ and Gala Dinner.

Registrations will open soon and early bird discounts will end on the 22nd of August.

For further information, please contact Conference Secretariat, Promaco Conventions at [email protected]

Please visit the ADVOC website to see the short video created by Kott Gunning and a recent New York Times article about Perth.

Video - http://youtu.be/ojJAGhADCDk

NY Times article - http://www.nytimes.com/2014/03/02/travel/catching-perths-wave-in-western-australia.html?_r=2

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Cocuzza & Associati host the IBA Real Estate Investment Conference

Cocuzza & Associati is organizing the 6th Annual IBA Real Estate Investment Conference, which will take place in Milan, Italy on 18-20 June 2014.

The Conference is viewed as one of the most important events of the year for lawyers involved in real estate transactions. Captivating speakers, economists, preeminent experts and policy makers from the Americas, Europe and Asia will gather in Milan for this unique event to address topics including:

• The real estate market: current trends, key players and opportunities• Luxury goods, fashion and real estate: what a real estate lawyer should know about this winning combination• One-to-one networking: meet your peers: a standing ovation!• Cross-border real estate investments: hot topics at round tables• Retail real estate: the legal challenges of the ‘Omni-Channel’ model• Shaping the deal so that the money comes! Do’s and dont’s in the search to fund a real estate project• Hotel real estate market: is there a market?

The Conference will also provide attendees with excellent opportunities to meet and network. After the conference delegates will also have the opportunity to discover the city of Milan with two optional tours: a visit to Leonardo’s Last Supper and – for the shoppers – a tour of the “Quadrilatero della Moda”, our fashion district, including a stop at the Armani headquarters.

Cocuzza & Associati Studio Legale very much look forward to welcoming you in Milan. Do not hesitate to contact Claudio Cocuzza ([email protected]) or Alessandro Barzaghi ([email protected]) for more information.

IBA – International Financial Law Conference 2014 in Luxembourg, 14-16 May

VANDENBULKE has been an active member of the host committee of the 31st International finance Law Conference organized by the IBA and which took place in Luxembourg on 14-16 May. The firm was also an official sponsor of the Gala Dinner which took place in a unique venue right in the heart of the city of Luxembourg on 15 May.

It was a pleasure for VANDENBULKE to meet clients and friends of the firm during this event, which was excellent vintage of the IBA – International Financial Law conference. The conference gathered distinguished keynote speakers in a brilliantly rich 2014 programme. In addition, participants had the privilege of attending some sessions in the European Court of Justice and the European Bank of Investment, institutions that usually welcome the public only during exceptional occasions. VANDENBULKE was delighted to having contributed to the success of the International Finance law conference - IBA

Luxembourg!

Dutch Dismissal Law Amendments

For the fourth time in the history of codified Dutch Employment law, the rules regarding dismissal and termination are changing. On 18 February, the Dutch House of Representatives passed an Act that, if it is accepted by the Senate and implemented, will change dismissal law and the rules regarding severance pay fundamentally.

The preventive dismissal assessment, unique to the Netherlands, will remain in place. However, the choice as to which route to follow will be restricted to the actual grounds for dismissal. Severance pay will be reduced from roughly 1 month’s salary per year of employment to approximately half a month’s salary per year. Many more changes are set to be implemented, some of which will take effect as of 1 July, 2014. Others will come into effect on 1 July, 2015.

Manon Maarschalkerweerd+31 88 304 [email protected]

Maruca Overdijk+31 88 304 [email protected]

Directors and officers of companies should be aware of cyber security risks

Two shareholder actions have recently been filed in the US against the directors and officers of Target following a major data breach, alleging that they failed to ensure the company had adequate data security and that they made false and misleading statements and failed to take adequate steps to protect the company in the wake of the breach.

In late 2013 Target, one of the world’s largest retailers, was the victim of a sophisticated cyber attack. The hackers were able to map Target’s network and install sophisticated malicious software (malware) on point-of-sale terminals in Target stores across the USA. The malware captured credit card information and customer personal information. The personal details of 40 million credit cards and up to 70 million customer records were stolen.

Fraud analysts have ascertained that the credit card information stolen in the Target data breach has been sold online via websites known as cardshops.

Both of the shareholder derivative actions were filed in the US District Court in Minnesota, on 21 January and 29 January 2014. The pleadings allege that the directors and officers failed to discharge their duty to Target by:

• Failing to ensure that Target had adequate cyber security measures in place• Making false and misleading statements in the wake of the data breach• Failing to take adequate steps to protect Target in the wake of the data

breach

Directors and officers need to ensure that the corporation maintains a cyber attack management plan which facilitates the prompt mitigation of an attack’s consequences.

By David Hinder and Kemsley Brennan

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Lega l Upda tes Lega l Upda tes

New rules on fixed term contracts in Italy

Italian rules concerning fixed term contracts have been recently modified in order to make them easier to use. The new rules shall enter into force at the beginning of May 2014.

Pursuant to the old provisions, in order to enter into a fixed term contract for longer than 12 months, the employer had to justify the limited term of employment by specifying the technical, organisational, productive or substitutive reasons on which the contract was based.

A fixed term contract cannot be for longer than 36 months.

According to the new rules it is no longer necessary for the employer to indicate the reasons on which the fixed term contract is based even if it shall have a duration longer than 12 months. Moreover it is no longer necessary to wait 10 or 20 days from the date of expiry of a term contract before entering into a new term contract with the same employee.

The new rules enable the parties of a fixed term contract to postpone its duration eight times. This postponement, under certain conditions, may also result in a longer duration with respect to the 36 months maximum term.

Finally, fixed term contracts may cover up to 20% of the company’s workforce, provided the National Collective Labour Agreement applied to the employment relationships does not set a limit with respect to such type of contracts. Companies with under five employees are in any case allowed to enter into one fixed term contract.

If you need more information please contact:

Valentina Cattaneo [email protected]

Domenica [email protected]

Hong Kong’s New Companies Ordinance

The new Companies Ordinance (Cap. 622) came into force on 3 March 2014. It seeks to achieve four main objectives: (1) to enhance corporate governance; (2) ensure better regulation; (3) facilitate business; and (4) modernise the law.

The new Ordinance is a watershed in the development of corporate and commercial law in Hong Kong. It introduces the principle that a company should be concerned with its social responsibility (including environmental protection, relationships with employees, customers, suppliers and other individuals that have a significant impact on the company).

New measures under the new Ordinance include:

1. Requiring every private company to have at least one individual as director to enhance transparency and accountability;

2. Adopting a mandatory system of no par value for shares;

3. Clearly setting out director’s duty of care, skill and diligence and providing rules on director’s conflict of interest; 4. Improving the disclosure of company information through directors’ reports which includes an analytical business

review of past and future activities;

5. Improving the enforcement regime, including giving the Registrar new powers to obtain documents and information and the creation of a new offence pertaining to inaccurate auditor’s reports, etc.;

6. A court-free procedure for reducing capital based on a solvency test; and

7. Relaxing certain requirements on financial assistance to another party for the purpose of acquiring the company’s own shares or shares of its holding company.

By William Mak (Senior Associate) and Arthur Cheung (Associate)

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Croatia’s accession to the EU – lawyer’s perspective

Croatia acceded to the European Union as a 28th Member on 1 July 2013; thus joining the EU single market and enjoying benefits of EU citizenship.

Before becoming a full member, Croatia had to align many of its rules and administrative procedures to those of the EU. This process lasted almost a decade and in 2,060 days Croatia incorporated approximately 110,000 pages of different provisions into the legal system. This, no doubt, represented a great challenge for every profession, but by far the greatest challenge was for lawyers.

Upon accession to the EU, the challenge became even greater, as “overnight’’ Croatian lawyers had to familiarise with and apply complex EU rules and regulations, sometimes not available in Croatian or poorly translated. Furthermore, for the first time court precedents were introduced into the Croatian legal system (binding rulings of the European Court of Justice) and jurisdictions of different EU institutions were established. The extensive reform of the Croatian legal system put lawyers to the test and requires on-going education and adaption.

Despite the challenges, EU membership is perceived as an opportunity for more attractive engagements, especially in relation to EU funding and private investments. The Croatian Government has already made improvements to absorption of EU funds, which should help in the recovery of the Croatian economy and, hopefully, result in substantial mandates for Croatian law offices.

By Anita Krizmanic and Ivana Manovelo

Finality of Payments under On Demand Bond

In the English case of Wuhan Guoyu Logistics Group Co Ltd v Emporiki Bank of Greece SA [2013] EWCA Civ 1679, a Bond Call was made on the basis that the buyer was in default of a payment

obligation. It was accepted this call was made in good faith. However, it was subsequently established that the buyer was not in default. This meant at the time payment was made, Wuhan knew this was money to which it was not entitled. That knowledge was said to give rise to a trust on receipt of the money.

The Court of Appeal firmly rejected this. It said that on making the valid demand in June 2011, Wuhan acquired a “complete and immediately enforceable cause of action” against the bank. The bank’s obligation at that time was to pay immediately. Thereafter, the seller quite simply was entitled to payment. Had the bank paid when it should have, the arguments it ran in this action would not have been available to it. In other words “once due it remained due”.

The obligation for there to be an accounting between the parties to the underlying contract where a party is over compensated through a bond call, was said to be inconsistent with a suggestion that Wuhan held the money on trust for the bank. They could not at the same time be holding money on trust for the bank and also be obliged to account to the other party to the underlying contract for it.

Shona Frame is a Partner at MacRoberts LLP. She has dual accreditation by the Law Society of Scotland as a Specialist in Construction Law and in Arbitration Law. She can be contacted on [email protected]

National Directory To Combat Trademark Falsification Aims To Accelerate The Process Of Identifying And Fighting Falsification

The National Industrial Property Institute (INPI) has created a new online system called the “National Directory to Combat Trademark Falsification”,

to help public authorities responsible for suppressing industrial property crimes in Brazil.

The National Directory to Combat Trademark Falsification is a joint project of the INPI and the National Council to Combat Piracy and Intellectual Property Crimes (CNCP). It is part of the Third National Plan to Combat Piracy (2013-2016) and is regulated by Justice Ministry Resolution 1 of December 2, 2013.

The Directory is in the implementation phase and will have no cost to interested parties until June 2014. The platform will contain information from the INPI’s own database. The Directory will include an “Alert” system whereby strategic information will be made available to public authorities engaged in fighting IP crimes. Among the features of the Directory will be the possibility of posting comparative examples (image files) of original vs. counterfeit products.

Our intellectual property team is at your disposal to provide any clarifications as well as to enroll your company by filling out the form created by the INPI.

FATCA - IGA signed: Luxembourg and the United States sign FATCA Agreement

On 28 March 2014 Luxembourg signed a so-called IGA with the United States of America to implement the US FATCA legislation.

Draft bill submitted to change Luxembourg’s exchange of information procedures

On 10 April 2014, Luxembourg’s Minister of Finance submitted the draft bill n° 6680 (the Bill) to the Parliament in order to amend the international double tax treaty procedures for exchange of information upon demand.

The Bill, when enacted into law, will also apply to exchange of information under Council Directive 2010/24/EU of 16 March 2010 concerning mutual assistance for the recovery of claims relating to taxes and under Council Directive 2011/16 of 15 February 2011 on administrative co-operation in the field of taxation.

The main purpose of the Bill is to respond to the Phase 2 Peer Review Report by the Global Forum on Transparency and Exchange of Information for tax purposes of the OECD. In this report, Luxembourg’s exchange of information rules were considered to be globally incompliant with the OECD standards in this respect.

Once introduced, the Bill will bring a couple of significant changes to the Luxembourg regime on information exchange and to the perception by practitioners of banking secrecy.

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Dea l s Rev iew Dea l s Rev iew

Client:Diebold, Inc.

Transaction:Capital Market / Employee Stock Purchase

Plan (ESPP)

Lead Adviser:Cornet Vincent Ségurel

Other Advisers:Buyle Legal (Brussels) / Szecskay (Hungary)

Lawyers:Adrien Debré / Anna Verri

Cornet Vincent SegurelFrance

Client:AFS Products Group

Transaction:Acting for AFS Products Group (a leader in load bearing permanent formwork walling solutions for the construction industry) on the acquisition of their group of companies by CSR Limited

Value:An upfront payment of $40 million was made to AFS Products Group Ltd, with additional payments to be made over a three year earn out period

Seller’s tax and legal advisers:CBP Lawyers, William Buck

Completed:2 April 2014

CBP Lawyers:Stuart Clout, Kate Craig, Alana Barlow, James Laman

ADVOC connection:Kott Gunning Lawyers provided separate advice to a Western Australian licensee of the AFS systems and with whom CSR desired a direct relationship.

Client:Trustruct Structural Solutions

Transaction:Acting for Trustruct Structural Solutions (an AFS Products Group licensee) in the acquisition by CSR Limited of AFS Products Group (a leader in load bearing permanent formwork walling solutions for the

construction industry).

Completed: 2 April 2014

Kott Gunning Lawyers:Louis van Aardt

ADVOC connection:CBP Lawyers advised the seller, AFS

Products Group

Kott Gunning LawyersAustralia

AVOXA is currently cooperating with SOGA LAW OFFICE from Tokyo, Japan regarding a share transfer taking place in France. This collaboration between two ADVOC members has resulted in an exchange of cross-border

practices.

We:

• Have informed SOGA LAW OFFICE about the French procedure and legal system;

• Drafted the relevant agreements and legal documents;

• Are currently at the closing stage.

We are glad to have the opportunity to work with SOGA LAW OFFICE and are willing to build a long-term business relationship which

could be a bridge between France.

AVOXA France

AVOXA and J.W. O’DONOVAN collaboration for legal due diligence

AVOXA is cooperating with J.W. O’DONOVAN, an ADVOC member from Cork, Ireland on legal due diligence of a French target. This involves a broad range of disciplines including Corporate, Public Law, EU Law, Employment Law, Contract Law and Maritime Law, perfectly matching our focus on multidisciplinary work. Going beyond basic due diligence, our work also consists of providing explanations regarding French Law mechanisms for each area. J.W. O’DONOVAN is coordinating our work and reporting to the

client.

AVOXAFrance

Dvořák, Hager & Partners provided legal advice on acquisition of a photovoltaic power

station.

Dvořák, Hager & Partners, attorneys at law, provided comprehensive legal advice to a private investor on the acquisition of SunField s.r.o, a photovoltaic power station with a total output of 1,55 MWp. Legal services provided by Dvořák Hager & Partners included due diligence, transaction structuring, drafting documentation and coordinating implementation of the acquisition with refinancing of the project. The team of Dvořák Hager & Partners comprised of Michal

Wija and Ondrej Huml.

Dvořák, Hager & PartnersCzech Republic

Legal support regarding transforming the company JDK into a holding company.

Dvořák Hager & Partners provided complete legal support for transforming the limited liability company JDK, spol. s.r.o. into a holding company. Our support included preparing the concept of and completing the transformation, including resolving all related legal issues. The project was managed by attorneys Stanislav Dvořák and Jan Krampera of Dvorák Hager & Partners. JDK, with its seat in Nymburk, is a leading Czech producer

and supplier of cooling machinery.

(Completed 3/2014, value Not disclosed)

Dvořák, Hager & PartnersCzech Republic

CBP LawyersAustralia

Client advised:Goldman Sachs’ Special Situations Fund and CarVal Institutions

Value: GBP 1,46 Billion

Date of closing: February 2014

Lead partner from VANDENBULKE:Denis VAN DEN BULKE, Laurence JACQUES

Relevant jurisdictions:UK, France, Germany, Poland

Description:

VANDENBULKE advised CarVal Investors and Goldman Sachs’ Special Situations Fund in its bid over the £ 1.46 Billion IBRC’s Loan pool named Salt Lake project. Project Salt is comprised of 609 loans from 233 borrowers comprising 91 separate borrower connections and 350 properties had a recorded real estate value of £914m dated to 31 July 2013.

VANDENBULKE teamed up with Simmons & Simmons, London, in the bidding process. Lonestar emerged finally as winning bidder among two other contenders, Cerberus Capital Management and Oaktree Capital.

VANDENBULKELuxembourg



Dea l s Rev iew Dea l s Rev iew

Client advised: Marathon Asset Management

Value: EUR 600 Million

Date of closing: March 2014

Lead partner from VANDENBULKE:Denis VAN DEN BULKELaurence JACQUES

Relevant jurisdictions:UK, France, Netherlands, Luxembourg, Germany, Hungary, Poland, Belgium

Description:

VANDENBULKE has teamed up with K&L Gates in advising Marathon Asset Management, the American Hedge fund, in its winning bid in Project Aberdonia, a Lloyds Banking Group Continental European commercial property loan portfolio. The portfolio was acquired by a Luxembourg company MELF S.à r.l., an entity affiliated with Marathon Asset Management LP. Lloyds announced officially the sale of the Aberdonia loan portfolio on Thursday, 20th March.

Client: DEKRA SE

Transaction:

Acting for German company, DEKRA SE, on the purchase of a 60% shareholding (with the option to purchase further shares) in Vehicle Testing Group Limited, the leading automotive testing services provider in New

Zealand.

Industry: Automotive

Value: NZ$55 million (subject to adjustment)

Completed: October 2013

Hesketh Henry Lawyers:Erich Bachmann

Julika Wahlmann-Smith

Hesketh HenryNew Zealand

Client:Juken New Zealand Limited

Transaction:Acting for Tokyo Stock Exchange listed Wood One Co., Ltd’s subsidiary in New Zealand on the sale of the shares of Juken NZ Northern Plantation Limited (another subsidiary) which owns extensive forestry interests in Northland to a subsidiary of Sumitomo

Corporation of Japan.

Value: Confidential / in excess of NZ$100 million

Completed: March 2013

Hesketh Henry Lawyers:Erich Bachmann

Julika Wahlmann-Smith

Hesketh HenryNew Zealand

Cooper Grace Ward Australia

Cooper Grace Ward’s property, planning and environment team is playing a vital role in the development of one of South East Queensland’s (SEQ) largest new communities.

The team has been engaged by Amex Corporation and recently completed the negotiation of catalyst infrastructure agreements with the Queensland Government. The agreements are the triggers for Amex’s $1 billion master planned community, Providence, in Ripley Valley in SEQ’s western growth corridor.

Construction has now commenced on the 670 hectare site, which will ultimately accommodate around 17,500 residents in more than 7000 dwellings. Retail, educational and health facilities are also in the overall master plan.

Located approximately 35 km from Brisbane CBD and 10 km from Ipswich CBD, Ripley Valley was chosen as a Priority Development Area and forms part of the Queensland Government’s strategy for accommodating future population growth and responding to the region’s affordable housing needs.

Partner Marcus Ford, head of property development at Cooper Grace Ward, said he and his team were thrilled to be involved in bringing the plans to fruition.

‘Providence represents a major milestone for the development of South East Queensland and I am proud to have the opportunity to contribute to its successful delivery,’ he said.

‘Our team has a long history of advising on major projects in Queensland and it is an honour to be able to

take that experience and add value to this project.’

VANDENBULKELuxembourg

www.advoc.com

P rac t i ce Group Updates

Below is a full list of ADVOC Practice Groups. If you would like to join any of the groups or would like help with your group, please contact Tamara ([email protected])

• Banking and Finance

• Commercial Litigation, Dispute Resolution and

Mediation

• Competition and Trade

• Construction

• Corporate Finance

• Criminal (Corporate/ Tax)

• Energy and Resources

• Environment and Climate Change

• Family

Real Estate Practice Group

Group Co-ordinator: Giulia Comparini [email protected]

All members are invited to join the 6th Annual IBA Real Estate Investment Conference, organized by Cocuzza & Associati. The conference will take place in Milan, Italy on 18-20 June 2014 and the most interesting topics of the real estate industry will be discussed with prominent experts from the Americas, Europe and Asia.

For those who will attend the AGM in Zagreb, we shall meet on the 31 May at 11.30 am at the Esplanade Hotel, immediately after the AGM meeting. This meeting will allow us to get to know each other better and our respective areas of practice and to discuss the possible ways to cooperate and exchange work.

Finally, a data sheet will soon be circulated among members, aimed at collecting the main information on the real estate practice of all members and, possibly, on the deals done as well as a brief questionnaire aimed to identify the best ways to improve the activity of our Real Estate Practice group.

Real

Estate

Construction Practice Group

Group Co-ordinator: Tim Seal [email protected]

Tim Seal of Ashfords LLP is keen to get the Construction Practice Group up and running again.

The group hopes to identify key members for a conference call to discuss the group’s aims and the best ways to ease referrals and share work. Eventually they would like to see this group following in the steps of the Marine group, who held a successful seminar in London last year and are currently planning their second in Singapore.

If you would like to be involved, please contact Tamara ([email protected]).

Construction

• Information Technology and Privacy

• Inheritance and Succession

• Insolvency and Restructuring

• Intellectual Property

• Labour, Employment and Business Immigration

• Maritime and Transport

• Real Estate

• Sports Law

• Tax

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