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G L O B A L R E F E R E N C E G U I D E

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GLOBAL REFERENCE GUIDE 2012: MERGERS & ACQUISITIONS

I M P O R T A N T C O P Y R I G H T N O T I C E

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GLOBAL REFERENCE GUIDE

mergers & acquisitions2012


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Global Reference GuideMergers & Acquisitions 2012

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CONTENTS

REGIONAL TRENDS

NORTH AMERICACurrent trends in US mergers and acquisitions _______________________________________________________ 02

A seller’s market – lagging supply, but abundant demand for M&A deals _________________________________ 04

CENTRAL & SOUTH AMERICAImportance of thorough due diligence in M&A transactions in Brazil ____________________________________ 06

Domestic jurisdictions in global transfers: some considerations when an acquisition

involves a Venezuelan company ___________________________________________________________________ 08

EUROPEGermany: major reform of German merger control and competition law _________________________________ 10

Introduction to M&A regulation in Denmark ________________________________________________________ 12

Acquisition opportunities in the Portuguese privatisation program ______________________________________ 14

Warranty and indemnity insurance _________________________________________________________________ 16

ASIA PACIFICChanges to economic policy in India _______________________________________________________________ 18

PRC investment in Taiwan _______________________________________________________________________ 20

MIDDLE EAST & AFRICAAcquiring Israeli companies ______________________________________________________________________ 22

Managing the risks of M&A in Africa ______________________________________________________________ 24

ADVISOR DIRECTORY

FIRMS _______________________________________________________________________________________ 26

PROFESSIONALS __________________________________________________________________________ 39

GLOBAL REFERENCE GUIDE 2012: MERGERS & ACQUISITIONSR

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NORTH AMERICACurrent trends in US mergers and acquisitions

by George A. Casey and Eliza W. Swann | Shearman & Sterling LLP

THIS YEAR HAS seen an overall slowdown in global mergers and acquisitions. The slowdown has affected most developed markets, including the US, and has been somewhat contrary to the expectations of practitioners early in the year. The slowdown notwithstanding, given its size, the US M&A market continues to be active and accounted for approximately 36 percent of global deal activity in the first nine months of 2012.

Globalisation has led to a significant increase in cross-border flow of capital, and the US con-tinues to attract large investments from non-US companies. When a non-US acquirer looks at an acquisition opportunity in the US, it first needs to understand the regulatory landscape in the in-dustry in which it is planning to invest and assess regulatory requirements for the proposed trans-action. The acquisition of a business in a regulated industry will likely require industry specific approval. A buyer also needs to carry out a careful antitrust analysis and assess possible outcomes of the clearance process. In addition, in recent years buyers have started to pay more attention to possible impediments to getting clearance under US foreign investment regulations. Several high-profile cases, in which the Committee on Foreign Investment in the United States (CFIUS) has blocked an acquisition, leads buyers, particularly from China and the Middle East, to do the analysis under foreign investment laws early and potentially make a filing with CFIUS to get clearance prior to closing – which is generally not mandatory in the US, unlike in a number of other countries.

Acquisitions of US public companies also entail unique process considerations in light of fiduci-ary responsibilities that boards of directors have toward stockholders. The vast majority of Fortune 500 companies, and roughly half of all US public companies, are incorporated in Delaware, where state courts have developed a sophisticated and predictable body of case law addressing a full array of corporate matters. As a result, Delaware law is paramount and is often persuasive even in situ-ations involving non-Delaware companies. Under Delaware law, directors of companies under-going a potential change of control transaction are obligated to maximise the short-term value to stockholders by securing the highest price for the corporation that is realistically available. Even in transactions not involving a change of control – for instance, stock-for-stock transactions where control will remain widely dispersed among a broad base of stockholders – directors may

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still focus on achieving the highest price possible. Because of these fiduciary obligations (whether legally or self imposed), bidders for US public companies should expect that, prior to entering into any definitive agreements with a bidder, a target board will likely first engage in some sort of process (which can range from robust to relatively limited) to determine whether there might be other potential buyers willing to pay more for the company.

Bidders contemplating unsolicited approaches to US public companies may be surprised at the power that boards of US companies have in defending against hostile takeovers. Unlike in coun-tries throughout the EU and in the UK, where takeover laws effectively require a board of direc-tors to step aside in the face of a hostile bid supported by shareholders, a board of directors in the US has significant latitude to defeat a hostile takeover attempt that the board has determined to be inadequate. Structural defences such as poison pills and classified boards are two prime ex-amples of tools that US directors have at their disposal to fend off hostile approaches where they believe that stockholders will realise better value if the company remains independent.

When considering an acquisition of a private company or business in the US, bidders should recognise that, even in the current M&A market, quality assets still attract a great deal of atten-tion from would-be buyers, both financial and strategic. As a result, auction processes have been the preferred approach lately by sellers wanting to take full advantage of a potentially competitive buyer landscape. Bidders taking part in an auction should understand the fundamental strategy of the auction process, which typically is carefully orchestrated to provide the seller with maximum leverage and control, including with respect to information flow, so as to extract the best bid from each participant. A misread of auction dynamics on the part of a bidder could cause the bidder to overpay for the asset or lose it altogether.

Despite the global M&A slowdown, the US market remains an attractive one for buyers, both domestic and international. Understanding certain crucial aspects of the US M&A process – from regulatory approval processes to the perspective of US boards – will increase a buyer’s chances for success and significantly reduce the number of surprises along the way.


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NORTH AMERICAA seller’s market – lagging supply, but abundant demand for M&A deals

by Scott Dunfrund, Noel Ryan and Matthew Spencer | Houlihan Lokey

AT THE START of 2012, the US M&A deal community had high expectations that the year would mark a return to the robust M&A markets of 2006 and 2007. According to Thomson Reuters, after a decline of nearly 30 percent in the number of US M&A transactions per year from the all-time peak in 2007, activity slowly recovered in 2010 and 2011, with 2-3 percent growth each year in the number of transactions. In addition, corporate earnings began to improve and the Federal Reserve pumped liquidity into the markets, enabling companies to access capital at record low rates. These traditionally positive market indicators and macro trends pointed to a strong year for M&A. As 2012 unfolded, however, the M&A market remained at lacklustre levels, in stark contrast to the stock market rallies that yielded double digit growth in most major indices. In fact, according to Thomson Reuters, the number of US M&A transactions in the first three quarters of 2012, actually fell by 12.5 percent from the same period in 2011, and on an annualised basis are tracking at lower levels than in 2009 at the depth of the recession.

M&A activity in the first three quarters of 2012 has been negatively impacted by high levels of uncertainty relating to key macro issues. The slowing pace of economic growth in the US, the evolving and volatile economic situation in Europe, and the starkly different impacts the results of the US presidential election could have on the business and tax environment domestically, have created an environment of uncertainty and caution with executives, managers and business owners, leaving them reticent to make major strategic moves or capital commitments.

Free-flowing credit markets through most of the year further enabled this ‘wait-and-see’ men-tality, providing companies easy access to capital to satisfy any need for liquidity, including div-idend recapitalisations, refinancings and growth investments. Throughout 2012, lenders have been very aggressive with debt packages, offering leverage levels that resemble those of 2006 and 2007, record low interest rates and even bringing back covenant-lite deals. The market for large corporate loans and high-yield debt experienced explosive growth over the past year, with demand for smaller middle-market transactions also growing, albeit at a slower rate given the lower level of mid-market M&A activity. Non-bank financial sources flush with liquidity contin-ued to provide additional supply to an already aggressive lending environment, helping to drive very attractive unitranche and second-lien options to borrowers. In addition to providing an in-

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expensive alternative for liquidity to buyers, the low interest rate environment can also serve as a barrier to sell-side mandates, as business owners question where to invest the money generated in a sale given the low yields offered in most stable investment vehicles.

In contrast to the limited supply of M&A deals from sellers, there has been, and continues to be, strong demand from buyers. Strategic buyers have record levels of cash on their balance sheets and high stock prices that serve as an attractive currency in a deal and create heightened opportu-nities for accretive M&A. Faced with a sluggish economy and limited organic growth prospects, strategic buyers are motivated to seek acquisition opportunities as a method for achieving the growth expectations of shareholders. In addition, private equity firms are aggressively trying to put money to work to generate returns for their LPs. Many of these groups are facing expiring investment periods for funds raised from 2006 to 2008, needing to invest the capital or lose it, and are also limited in raising new funds until completing investments for previous ones. According to PitchBook, private equity firms hold more than $432bn in uncalled commitments, $193bn or 45 percent of which is from fund vintages of 2008 and prior. As further stimulation for buyer demand, the same aggressive credit markets that are providing liquidity alternatives to would-be sellers are also providing to buyers compelling debt packages with low interest rates, high lever-age, equity contribution requirements as low as 30 percent, and minimal covenant requirements. When paired with debt at the 30 percent equity requirement level, private equity firms alone have more than $1.4 trillion of available capital, $643bn of which carries a high degree of urgency to invest in the near term.

The current imbalance of supply and demand for M&A deals creates opportunities for those considering a sale of a company or division. The limited supply of deals means that numer-ous buyers are competing for a smaller number of transactions, which results in a competitive dynamic that creates upward pressure on prices and increases the certainty of a successful closing. Companies with attractive growth profiles and compelling stories for future growth are particu-larly well-suited to benefit from this environment.

When the uncertainty of the current environment eventually fades, more companies will pursue M&A as an alternative for exits, liquidity and strategic divestitures. As this occurs, the favourable dynamic created by the limited supply of deals will also shift back in favour of the buyer. For the time being, however, solid companies with strong growth stories have a window of opportunity to take advantage of the seller’s market.


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CENTRAL & SOUTH AMERICAImportance of thorough due diligence in M&A transactions in Brazil

by Daniel Tardelli Pessoa and Carlos Portugal Gouvêa | Levy & Salomão Advogados

IN THE LAST five years, the level of M&A activity in Brazil increased substantially, since the Brazilian economy proved to be relatively resilient to the international financial crisis that started in 2008. The growing internationalisation of the Brazilian economy has brought investors from different cultures to the Brazilian market, who have contributed their own experience in due dili-gence proceedings.

With the increased level of M&A activity, the level of litigation related to corporate transac-tions also rose sharply. A great deal of such conflicts relates to due diligence issues – specifically, the common misunderstandings by both domestic and foreign investors about the role of due diligence in M&A transactions under Brazilian law and the extent of major liabilities. Due dili-gence is recognised as necessary in M&A transactions to reduce information asymmetries and transaction costs, even out expectations and provide concrete elements for the definition of the purchase price.

Under Brazilian law, full disclosure is key to avoiding the annulment of the transaction by ma-licious intent (dolo) or breach of warranty (vício redibitório). Annulment of a deal is possible if the seller, acting with malicious intent, does not make available to the buyer material information that could have altered the buyer’s decision towards the deal. Unless the contract provides other-wise, undisclosed liabilities of the target company may give the buyer the right either to reject the transaction or to obtain a price reduction as a result of breach of warranty.

As a civil law jurisdiction, transactions are scrutinised by judges and arbitrators taking into account the negotiation process and the due diligence proceedings. The analysis of the parties’ behaviour during due diligence plays an important role in the identification of good faith or fraudulent intent.

The analysis of the corporate structure of the target business and of the transaction structure will define the scope of the due diligence investigations, since Brazilian law imposes particular restrictions or conditions to certain transactions and/or to the operations of the target business (for example, approval of governmental authorities as a condition to closing); establishes specific rules on succession (such as, sale of assets or sale of equity interest); provides for joint and several liability of companies belonging to the same economic group (with respect to labour, antitrust

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and environmental liabilities, and so on); and has specific rules on the disregard of legal entity (for example in civil, consumer, antitrust, and tax matters).

Careful attention to the industries of the target business and of the group to which it belongs may be helpful to define the more frequent contingencies and regulatory constraints associated with such industries. Potential identification of restrictions, conditions, liabilities and contingen-cies related to the target business is the objective of the due diligence process and should drive the definition of its scope.

Another issue that makes due diligence more important in Brazil than in other jurisdictions is the existence of certain statutory grounds under Brazilian law to pierce the corporate veil based on tax, labour, consumer protection, and environmental issues, even if in some circumstances there is no evidence of fraud. As a result, the buyer may be liable for certain contingencies that may exceed the value of the assets of the company and, in certain cases, even the amount of the purchase price. Hence, the standard rule in M&A agreements in the US of having indemnifica-tion rights limited to a cap of up to 100 percent of the purchase price may not provide sufficient protection for the buyer under certain conditions. Due diligence is a reference to determine such a cap.

Based on an analysis of risks of the acquisition, materiality levels may be established aiming at reducing the scope of the due diligence and the costs associated therewith.

Once the scope is determined, the buyer can choose the right professionals to perform the work (legal, accounting, tax and labour, financing, environmental, IT and real estate due diligence) and provide for an efficient distribution of the work, avoiding the lack of analysis of material informa-tion. These measures may indicate good faith of the buyer as a result of its requests for material documents and information from the seller during due diligence.

Finally, considering the strength of the duty of good faith under Brazilian law, the seller should adopt a very proactive approach to avoid future litigation. No matter how carefully performed, the buyer’s due diligence will never be perfect considering the inherent asymmetries of informa-tion in the process. Even the team hired by the seller to organise the data room may not know all the contingencies and liabilities to which the company is exposed. However, careful definition of the scope of the due diligence by both parties and a proactive approach by the seller may reduce the room for undisclosed liabilities.


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CENTRAL & SOUTH AMERICADomestic jurisdictions in global transfers: some considerations when an acquisition involves a Venezuelan company

by Sergio Casinelli and Verónica Clamens | Despacho de Abogados miembros de Norton Rose S.C.

THE 21ST CENTURY has been characterised by an intensification of the globalisation process, with an increasing tendency for companies to expand into international jurisdictions. When this is not done through the incorporation of a direct corporate presence in these new markets, it is common for growth to be achieved either through mergers and acquisitions or through associa-tions with other companies to form joint ventures, thus accomplishing direct access to interna-tional markets. The latter naturally involves negotiations with third parties.

Negotiated expansion transactions involving more than one jurisdiction – commonly known as ‘global transfers’ – are usually managed globally precisely to simplify dealings and avoid having to negotiate each jurisdiction individually. However, experience has shown us that companies often tend to underestimate the complexity of local legal systems on the assumption that all or most ju-risdictions operate similarly to their own home jurisdictions and important domestic aspects are often overlooked. A lack of consideration of local practices or regulations can potentially become a problem when trying to execute in local jurisdictions instruments that were negotiated abroad, resulting in a rude awakening for the parties involved. When this happens, not only is there a real risk of contractual breach by the contracting parties if some steps or formalities cannot be com-plied with as agreed upon, or within a specified timeframe, but the potential risk of future disputes also increases. This article will highlight certain Venezuelan examples of domestic aspects that should be considered when dealing with global transfers, with a view to avoiding potential con-flicts arising from failure to consider and comply with domestic formalities in advance.

One of the most common operations involved in global transfers is the sale of shares to another company. In this sense, Venezuela’s Commercial Code provides, as a general rule, that the valid-ity of a share transfer requires the recording of such a transfer in the stock registry book of the Venezuelan company, as well as compliance with any other requirement included in the Articles of Incorporation / by-laws of the company. This process of transferring shares of a Venezuelan company was historically considered to be a relatively simple and straightforward procedure. However, our Commercial Code dates back to 1955, and subsequent legal provisions, judicial decisions and administrative practices have to be taken into account to the extent that, over the years, they have added other requirements to the execution of a share transfer.

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As an example, case law has suggested share transfers have to be registered with commercial reg-istries in order to be able to evidence such transfer vis-à-vis third parties. Although this case law can be subject to many interpretations, in practice, some commercial registries require that com-panies leave evidence of a share transfer in a document, such as shareholders’ meeting minutes, registered with the corresponding commercial registry. A debatable requirement or not, the con-venience of a shareholders’ meeting resolving upon, or referring to, the share transfer should nevertheless be considered when preparing any closing checklist whenever a share transfer of a Venezuelan company is part of a global transfer. The time involved in registering such minutes – which can be lengthy in practice – should also be considered when those negotiating the trans-action abroad are calculating their timelines.

Another element to bear in mind when dealing with share transfers of a Venezuelan company is the requirement of a good-standing certificate issued by the social security authorities in Venezuela. This certificate is required by most commercial registries when there is a transfer of shares in a company – in some registries for transfers of all the shares of a company, in other registries for transfers of just part of the shares. If the Venezuelan company does not already have a good-standing certificate because of its regular operations, obtaining such a certificate, or an alternative document if the company does not have any employees, may require some time. Therefore, the timely obtainment of this certificate must be an issue to consider when register-ing the aforementioned shareholders’ meeting minutes, since this procedure could likely result in further delays in completing a transfer transaction.

These formalities related to a transfer of shares in Venezuela are just two examples of local practices or recent legal requirements that may have to be taken into account when dealing with global transfers. Depending on the transaction, it is therefore important for those managing deals globally to be familiar from the outset with local practices and procedures in the jurisdictions in-volved, so as to be able to negotiate and agree upon terms for the global deal that are consistent with, and take into account, the complexity of certain domestic requirements.


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EUROPEGermany: major reform of German merger control and competition law

by Daniel Wiedmann | Debevoise & Plimpton LLP

ON 18 OCTOBER 2012, the German Federal Parliament approved important changes to the German Act against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen). The amendment still needs to be confirmed by the Federal Council, and is expected to take effect on 1 January 2013. Some of the key changes are designed to bring German merger control rules more in line with EU law. However, many specifics of German merger control rules will remain in place – for example, notifica-tion requirements for certain transactions below the control threshold. The German Federal Cartel Office (FCO) will gain additional powers. The most important changes can be summarised as follows:

Merger controlSubstantive appraisal. The standard for prohibition of mergers will change from ‘dominance’ to ‘signifi-cant impediment of competition’ (SIEC). The current prohibition criteria, the creation or the strength-ening of a dominant position, will remain in place as a statutory example of such an impediment of competition. The new standard mirrors the more effect-based approach under EU merger regulation. While the European Commission prohibits far fewer mergers than the FCO, it remains to be seen whether the FCO will follow its approach. On the one hand, the SIEC test allows for the prohibition of transactions involving non-dominant firms in certain cases – for example, if a merger between non-dominant firms reduces the competitive pressure on the market leader in certain oligopolistic market situations. On the other hand, the FCO may no longer be in a position to prohibit dominant firms from acquiring minor competitors if the impediment of competition is not significant.

Public bids. In order to facilitate transactions involving listed companies, public bids, or a series of transactions in securities, may be implemented prior to clearance, provided that the FCO is notified of the transaction without delay and the acquirer does not exercise the voting rights attached to the securities in question or does so only to maintain the full value of its investments based on a deroga-tion granted by the FCO.

Press media mergers. Companies generating turnover with the publication, production and distribu-tion of newspapers and magazines are subject to lower notification thresholds as such turnover must be multiplied by 20. This factor shall be reduced to eight. In addition, a specific failing firm defence shall be introduced, subject to lower requirements.

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Minor market exemption. Currently, transactions which concern so-called minor markets – that is, markets on which goods or commercial services have been offered for at least five years and which had a sales volume of less than €15m in the last calendar year – are exempt from German merger control. This exemption from German merger control will be removed and, consequently, such transactions can be reviewed by the FCO. However, if the FCO’s review confirms that only a minor market is con-cerned, it must not prohibit the transaction.

Two year rule. If parties enter into several transactions within a two year period, these transactions may be treated as a single transaction. In order to prevent circumventions, the notification thresholds will therefore apply to the transactions as a whole.

Procedure. The FCO will have the power to suspend the statutory review period by issuing a formal information request if a party did not completely, or timely, respond to a previous information request (stop-the-clock). The review period will be extended by one month if a party offers remedies for the first time.

Unilateral conductDominance. The market share threshold for a (rebuttable) presumption of a dominant position will be increased from one third to 40 percent.

Abusive conduct. The prohibition on margin-squeeze, the effectiveness of which was originally limited to the end of 2012, will continue to apply. Other changes concern the energy, food, and water supply sectors.

Enforcement powersRemedies. In order to bring an infringement to an end, the FCO can also impose structural remedies – for example, ordering a divestiture. It may also order the repayment of proceeds derived from an infringement.

Information duties. If the FCO intends to impose a fine, legal persons must provide it with certain turnover information. The right to remain silent will not be available in such situations.

Fines against legal successors. In an attempt to at least partly fill a loophole that allows companies from escaping fines by restructuring their business, the FCO will be allowed to impose fines on certain legal successors of the entity that committed the infringement. Under German law, fines can be imposed only on the legal person whose representative committed the infringement. At issue are situations where such an entity no longer exists at the time the FCO issues its fining decision. According to a recent decision by the German Federal Supreme Court, a legal successor to an offending entity can only be held liable if both entities are virtually identical. The amendment will close this loophole for universal, and certain partially universal, successions.


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EUROPEIntroduction to M&A regulation in Denmark

by Søren Brinkmann and Frederik André Bork | Lett Law Firm

AS ONE OF the Scandinavian countries, Denmark is familiar territory for much international M&A and private equity activity. Though Denmark is considered a ‘safe harbour’ for investments, M&A activity has been relatively low in the wake of the financial crisis. In the past year or so, the high profile transactions have, for example, included Advent’s US$1.2bn acquisition of KMD, Dupont’s US$34bn acquisition of Danisco and Airbus’ US$350m strategic acquisition of Satair.

Under Danish law there are no general prohibitions restricting an internationals’ acquisition of Danish enterprises, however, some restrictions apply within certain industries such as financial institutions and defence.

In any M&A transaction in Denmark the principle of freedom of contract applies to a large extent vis-à-vis general principles of contract law, and the validity of any agreement solely depends on the parties intentions and not on any notary or similar. As a minor jurisdiction dominated by SME transactions and with targets commercially dependent on the outside markets, Danish M&A documentation is inspired by the traditions of common law acquisition contracts, and in cross-border acquisitions of Danish targets, the documentation often includes non-Danish choice of law and venue clauses.

From a corporate perspective, a new Danish Companies Act partly entered into force in 2010. This ‘new’ Act is, in general, considered business friendly, and, for example, most registrations further to the Act may be completed online at the Danish Business Authority immediately pro-viding a transcript documenting the registrations. With the Act, the former ban on financial as-sistance was put in-line with the EU’s Second Companies Directive now making it possible for Danish companies to, under certain conditions, contribute to the financing of its acquisition by issuing loans or making assets available as security up to the value of the distributable assets. As a new regime, a Danish company may now, subject to the approval of the general meeting, acquire as many of its own shares as the company’s distributable reserves allows. Other options relevant for M&A practitioners are the possibility for voting right differentiation (and even no voting rights) and voting ceilings, which are often applied as protection from takeovers. According to the Companies Act, shareholders holding more than 90 percent of the shares and voting rights can present the minority shareholders with a redemption offer (squeeze out).

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Though corporate entities other than limited companies are available and frequently used in, for example, private equity and venture capital, these and other measures make the Danish Companies Act generally adequate and flexible in structuring M&A transactions from an inter-national M&A perspective.

The extent of the principle of freedom of contract is, however, limited in Danish public M&A transactions by the Danish Securities Trading Act and the Takeover Order, which implements rel-evant parts of the EU Takeover Directive. According to these regulations, an obligation to submit a tender bid to the minority shareholders is triggered by the acquisition of a relevant controlling interest. If parties acting in concert acquire a relevant controlling interest, this will trigger a re-quirement to submit a mandatory takeover bid as well. Should inside information be leaked to the public on the initiation of an M&A transaction, disclosure is required.

All M&A transactions must comply with Danish competition (antitrust) law and EU competi-tion law. The Danish Competition Act is, to a large extent, based on EU regulation was amended in 2010, and now includes relatively low merger control thresholds requiring the prior approval of the Danish Competition Council. A transaction will be subject to Danish merger control if: (i) the aggregate annual turnover in Denmark of all undertakings involved is more than approximately US$157m and the aggregate annual turnover in Denmark of each of at least two of the undertak-ings concerned is more than approximately US$17.5m; or (ii) the aggregate annual turnover in Denmark of at least one of the undertakings involved is more than approximately US$662m and the aggregate annual worldwide turnover of at least one of the other undertakings concerned is more than approximately US$662m.

A merger that is subject to Danish merger control may not be carried through until it has been approved by the Competition Council, however, under certain conditions this does not prevent the implementation of a public takeover bid or series of transactions in securities. The Competition Council will approve a merger that will not significantly impede effective competi-tion, in particular due to the creation or strengthening of a dominant position.

Summing up, Danish M&A regulation is, to a wide extent, based on EU regulation and the M&A documentation based on the principle of freedom of contract. In Danish transactions well known international standards and structures are applied. Doing M&A in Denmark should there-fore not be unfamiliar territory to international acquirers.


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EUROPEAcquisition opportunities in the Portuguese privatisation program

by António de Macedo Vitorino | Macedo Vitorino & Associados

IN MAY 2011, the Portuguese government negotiated with the International Monetary Fund (IMF), the European Commission (EC) and the European Central Bank (ECB) a €78bn bail-out program containing measures to reduce the Portuguese deficit (the Bail-Out Program).

Pursuant to the Bail-Out Program, Portugal has committed to implement measures in several areas such as financial sector regulation and supervision, public private partnerships, the labour market, the housing market, the judicial system (insolvency proceedings), and competition, public procurement and the business environment.

In addition to several structural reforms, Portugal agreed in the Bail-Out Program to undertake an aggressive privatisation program involving 17 companies, nine of which are presently fully owned by the state. The government estimates that the revenues of the Portuguese privatisation program will reach approximately €6bn.

The Portuguese privatisation program included companies in several business sectors, for example: Banco Português de Negócios in the banking sector; Caixa Seguros in the insur-ance sector; EDP in power generation and distribution; airport operator ANA; and Sociedade Portuguesa de Empreendimentos SPE, S.A. in the mining sector.

The privatisations in the energy sector were very successful. The government sold its 21.35 percent stake in EDP to China Three Gorges for €2.69bn and its stakes of 25 and 15 percent in REN to State Grid and Oman Oil for a total of €600m. In addition, the government sold a 7.5 percent stake in Cahora Bassa to REN for €38.04m and the remaining 7.5 percent to the Mozambique state for €35.6m.

On the banking side, after an unsuccessful attempt to privatise BPN in 2010, the government sold the bank on an accelerated schedule and without a minimum price to BIC for €40m, prob-ably lower than what could be obtained in optimal conditions.

These privatisations were carried out by direct negotiation, in some cases after a preliminary procedure for gathering investment intentions from potential investors. The new privatisation program also marks the end of government golden shares. In the past the Portuguese government retained majority shareholdings and created ‘golden shares’ that allowed it to maintain influence over newly privatised companies such as Portugal Telecom, EDP and Galp. This strategy also

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enabled the state to increase revenues from privatisations through the dispersion of the partially-privatised companies’ capital.

Following several disputes with the EC, the Portuguese government agreed to eliminate the ex-isting golden shares in Portugal Telecom, Galp and EDP.

Future privatisations will no longer include golden shares but there will be cases where the gov-ernment will impose sale restrictions and other commitments to ensure that the company will maintain its headquarters and main operations in Portugal. This is particularly important in the upcoming privatisation of the air carrier TAP.

In recent privatisations the government’s main goal has been the maximisation of the sale price, but this will not be the case for companies which are perceived to operate in key sectors or with an important relevance in the economy.

It is likely that before privatising companies in the public transport sector – for example, rail-ways and air transportation (CP and TAP) and the postal and telecommunications sector (CTT) – the government will regulate the sector before the privatisation takes place.

As regards the privatisation method, the government will either sell by way of public offering, public tender or direct negotiation.

In general, public offerings are the most transparent method of privatisation but public tenders and direct negotiation offers have the advantage of allowing the government to have a say on the choice of the buyer, which may be important when the government is to influence the destiny of the company.

Public tenders and initial public offers would seem to be the best choice for partial privatisa-tions in normal circumstances. However, in more recent privatisations direct negotiation has been the preferred method to facilitate the attraction of foreign investors that are interested in making long term investments in acquiring controlling stakes or, at least, large stakes that can influence the future of the privatised companies.

Despite the current difficulties of the Portuguese economy and the euro crisis, international in-vestors seem keen to invest in Portuguese assets. This shows that Portugal remains attractive to international investors and that Portuguese companies may either complete portfolios of indus-trial investors or offer interesting returns to financial investors.


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EUROPEWarranty and indemnity insurance

by Milana Chamberlain | Norton Rose V.O.S.

THE FUTURE ECONOMIC situation in Europe remains uncertain. Whilst in other parts of the world optimism is rising that the economic crisis may be over, fears of a double dip reces-sion are still being felt. This, however, is not stopping M&A activity from returning to the daily menu of financial and legal advisers. It is true that banks are still cautious when lending money and a very prudent approach is evident. Nevertheless, financing is now available, albeit in a higher equity-to-debt ratio than before. Cash is king and strategic corporate buyers with strong balance sheets have an advantage. Having said that, private equity funds are renewing their activities and, in the absence of other lending opportunities, banks are interested in M&A transactions.

A dominant trend that M&A advisers are detecting these days is risk aversion and resulting risk control. For example, what was acceptable in real estate transactions seven years ago, when the market was on the up is not necessarily acceptable in 2011. Investors are much more cautious. They want to know that their target is free of any potential liabilities and issues, and they want to hedge against any potential residual risks.

A useful tool of risk management appearing on the Czech market is warranty and indemnity insurance (W&I insurance). The risk allocation mechanisms brought into Czech law by Anglo Saxon practitioners with the privatisation wave of the 1990s were warranties given by the seller to the buyer, in effect warranting the state of the target at the time of its acquisition by the buyer. The way this mechanism works is that if a warranty – for example, a statement that, for example, the target is engaged in no litigation – proves to be untrue after completion of the acquisition, the buyer is entitled to the amount which is equal to the difference between the value the shares would have had, had the warranties been true and the value of these shares when the warranty proves to be untrue. Readers involved in Czech M&A activities in a professional capacity will know that there is an academic debate over how warranties work under Czech law and that the mechanism has to be drafted into Czech law agreements properly for it to work, however the principle broadly remains the same.

So far so good. We have a mechanism which allows a buyer to negotiate a set of warranties, in effect guaranteeing the state of the target at the time of its acquisition, and which allows the buyer to ask the seller for a remedy if any of the warranties proves to be untrue. But, therein lies a po-

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tential problem. What if the covenant of the seller is not good enough to pay any damages? What if the proceeds of the sale have already been spent? What if the seller is a private individual or a private equity fund which, according to its rules, cannot carry a potential liability for many years after the sale of its investment?

There are several potential remedies. The buyer can ask for a retention from the purchase price, but the seller may not like this because of the reasons mentioned previously. The buyer may ask for a parent or a bank guarantee. With a parent guarantee the problem is being passed further up in the seller’s group and, as such, may be unacceptable. A bank guarantee may be difficult to obtain and very expensive for the seller.

The new instrument appearing on the market – W&I insurance – provides insurance of po-tential damages payable to buyers pursuant to breaches of warranties or indemnities in sale and purchase agreements and thus takes the worry of future payments off the sellers’ shoulders. The beauty of W&I insurance is that it can be structured as a buyer or a seller policy. That means that if the seller takes out a policy, the buyer needs to start an action for breach of warranties against the seller and, if it is proven that the relevant warranty has been breached, the insurer will pay out from the policy. If, however, the policy is taken out by the buyer, he does not need to sue the seller for breach of warranties. He can go straight to the insurer and the policy responds directly without the need of litigation against the seller.

At the time of writing, the first W&I insurance on the Czech market has already been under-written by Chartis and it is certainly a tool which is likely to become much more prevalent as the participants of the M&A market learn more about it and its advantages. This writer has certainly been in situations when W&I insurance may have been the only tool capable of saving the deal. This is the ultimate goal for all involved.


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ASIA PACIFICChanges to economic policy in India

by Ajay Shaw | DSK Legal

AFTER BEING CRITICISED for policy paralysis, the Indian government has finally made certain policy changes to fuel the growth of the economy at a time when business sentiment has taken a beating, gross domestic product (GDP) growth is at a near decade low, and inflation remains stubbornly high. In this article we endeavour to highlight some of the key policy changes and their impact.

The government has decided to permit foreign investment up to 51 percent in multi-brand retail trading subject to specified conditions in order to provide an impetus to the economy. However, such action by the government has resulted in a serious political fiasco where the gov-ernment has failed to bring about a consensus among political parties, both national and regional. Whether this political issue will undermine investment in multi-brand retail trading depends on whether States and Union Territories of India are able to make their own decisions relating to implementation of the policy. Further, the US$100m minimum requirement for foreign invest-ment will create a bottleneck in attracting immediate foreign investment. Foreign investment in multi-brand retail trading is expected to drive the growth of sectors such as logistics and ware-housing, as there is a requirement to invest up to 50 percent of the foreign investment into ‘back-end infrastructure’.

Foreign investment in single brand retail trading was permissible up to 100 percent, subject to clearance from the Department of Industrial Policy and Promotion (DIPP) and compliance with certain conditions. One of the conditions stipulated by the DIPP was that the owner of the brand should be the investing entity. This led to many proposals being held up by the DIPP, as most proposals for investment into India in single brand retailing were being made by an entity differ-ent from the brand-owning entity, for tax and other commercial reasons. Under the recent policy change, any one non-resident entity, whether the owner of the brand or otherwise, can invest in single brand retail trading in the country. However, the owner of the brand in cases where the brand owner is not the investor should enter into a legally tenable agreement with the investee company for enabling single brand retail trading in respect of the specific brand for which approv-al is obtained. This move by the government is expected to bring cheer to foreign investors.

Foreign airlines have been permitted to invest in the capital of Indian companies operating

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scheduled and non-scheduled air transport services, up to a limit of 49 percent of their paid-up capital. The government has done this with the objective of: (i) permitting the entry of foreign capital into the cash-strapped aviation sector; (ii) facilitating the sophistication of technology in ground handling and flight operations; and (iii) enhancing competition to benefit consumers. However, in order to attract foreign players, accompanying policies governing this sector and in-frastructure reforms will have to be simultaneously undertaken.

With its objective of further liberalising the Indian economy, the government has: (i) raised the foreign investment cap in the broadcasting sector from 49 to 74 percent; and (ii) allowed foreign investment in power exchanges.

Apprehension over the implementation of these changes and shortcomings in infrastructure may have been the reason behind global ratings agency Standard and Poor’s decision to cut projections for India’s GDP growth to 5.5 percent for 2012-13 from its earlier estimate of 6.5 percent. However, the remodelled structure promises to facilitate healthy foreign investment in the current economic climate.


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ASIA PACIFICPRC investment in Taiwan

by Patricia Lin | Lee & Li

TAIWAN’S GOVERNMENT HAS been relaxing restrictions on investments from PRC persons. PRC persons are defined under Taiwanese regulations as: (i) any PRC individual, juristic person, organisation or other institution; or (ii) any companies located in other jurisdictions, over which, the PRC persons mentioned in item (i) hold, directly or indirectly, more than 30 percent of the total shares or total amount of the capital contribution, or has control.

Currently, the PRC’s qualified domestic institutional investors – so-called ‘QDIIs’ – may invest in Taiwanese companies listed on the Taiwan Stock Exchange, the Gre-Tai Securities Market, or Emerging Stock Market; provided that the investment amount in each tranche, or in the aggre-gate of all tranches, from a QDII represented by a single stock is capped at 10 percent. For an equity stake to be taken by PRC persons in a Taiwan listed company at 10 percent or above, or a private Taiwanese company, prior approval from the Investment Commission (IC) of the Ministry of Economic Affairs is required.

In addition, collectively, all of PRC’s QDII funds are capped at a total of US$500m in in-vestments in Taiwan equities securities. Certain industries are not open to PRC investors, for example, air transportation or telecommunications. In the financial services industry, the ceiling of each PRC QDII is set at less than 5 percent of a company’s shares, while a cap of all PRC QDIIs is 10 percent. QDIIs are also not allowed to have substantial control of or influence over the busi-ness management of an invested Taiwan listed company.

For PRC persons who invest in Taiwanese entities through the route of obtaining IC approval, in general, the IC prohibits investments from PRC investors with PRC military shareholding or by nature of military purposes. The IC also prohibits investments from PRC investors who: (i) have a monopoly status; (ii) have political, social or cultural sensitivity, or may affect the national security of Taiwan; or (iii) may have an adverse impact on Taiwan’s economic development or fi-nancial stability.

Further, the IC has issued a ‘positive’ list (Positive List) regarding the industries open to PRC investments and PRC investment ceiling limits. Currently, the investment ceiling limits are divided into four categories: (i) Category I industries, for example, food and paper manufacturing industries, where PRC investment may not exceed 50 percent; (ii) Category II industries, such as

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plastic machinery equipment manufacturing industries, where PRC investment may not exceed 20 percent with no control allowed; (iii) Category III industries, such as the LCD and LCD component industries, where PRC persons cannot have control; and (iv) Category IV or other industries, such as chemical materials manufacturing industries, where the same investment re-strictions imposed on foreign investors will apply. To invest in a Taiwanese company, the prospec-tive PRC investors should ensure that each item of its business scope registered with the Ministry of Economic Affairs falls under the Positive List.

PRC investors, through the IC approval route, may act as the director or supervisor of the invested companies, and, if the PRC investor is a corporate entity, it may designate an indi-vidual based in the PRC as its representative to act as the director or supervisor of the invested company.

Investors through the IC approval route cannot conduct stock market trading, except under certain limited circumstances, and such investors can only make investments in Taiwan in the primary market – in particular, through the purchase in the private placement by an issuer. In such scenarios, private placement related regulations apply. It is worth noting that under the current Taiwan private placement legal regime, for companies with after-tax net profit and without ac-cumulated losses in their latest financial year, the investor should be a strategic investor, defined as generally being able to increase the profits of the invested company and assist the invested company in advancing its technology, lowering its costs and expanding market efficiency. The pricing for the private sale is linked to the market price.

Going forward, it is expected that Taiwan’s regulators will further ease rules on opening indus-tries to investments from PRC persons, the relevant investment ceiling limits, and requirements. Cross-strait merger and acquisition activities are also expected to rise in the years to come.


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MIDDLE EAST & NORTH AFRICAAcquiring Israeli companies

by Barry Levenfeld | Yigal Arnon & Co.

MULTI-NATIONAL GIANTS HAVE long recognised the benefits of acquiring technologies, skilled personnel and companies from Israel, the ‘start-up nation’. In the last decade, over $33bn has been spent in the acquisition of Israeli tech companies, with over $5bn invested in 2011 alone. Acquirers include such household names as Intel, IBM, EMC, Apple, Oracle, Google, eBay, Texas Instruments and, more recently, Facebook. Israeli companies are a source of constant techno-logical innovation in such diverse fields as solar energy, software, semiconductor chips, medical devices and e-commerce. In recent years, acquisitions have spread beyond the tech world, to in-frastructure projects, financial services, telecommunication companies, oil and gas exploration and more. Moreover, recent legislative initiatives, aimed at breaking up some of the large con-glomerates that dominate many ‘low tech’ industries, promise to put even more attractive compa-nies in play for interested industry or private equity acquirers. In short, one can confidently assert that Israeli companies will continue to be prime acquisition targets.

Acquiring Israeli companies can, in many ways, appear deceptively straightforward. The legal system, based on British mandatory laws, updated with laws inspired from the US, presents a fa-miliar landscape to the US or European legal practitioner, due to: (i) readily recognisable transac-tion structures, such as reverse triangular mergers, asset acquisitions, share purchases and tender offers, which mean the non-Israeli lawyer can use familiar documents; (ii) corporate, securities, tax and intellectual property laws which are all broadly similar to their non-Israeli counterparts; and (iii) a business community, and supporting legal and accounting professions, which are in-creasingly sophisticated and, almost universally, English-speaking, with many having studied or worked abroad for extended periods.

However, looks can be deceiving, and non-Israeli acquirers and their professional advisors should not be lulled into thinking that purchasing an Israeli company is the same as purchasing a Delaware corporation. A number of pitfalls await the unwary.

First, Israeli corporate law has a unique concept call a ‘special tender offer’, which requires a tender offer when, as a result of the proposed purchase of shares, the buyer will own more than 25 percent of the shares of a public Israeli company, if there is no existing holder of 25 percent or more of the shares, or if it will own 40 percent or more of the target’s shares, if there is no exist-

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ing 40 percent owner. Purchase of shares in excess of these amounts without going through the tender process violates Israel’s Companies Law.

Second, the Israel Tax Authority takes the position that foreign acquirers are subject to Israeli withholding requirements when paying consideration to the sellers of shares in Israeli companies, even if the acquirers have no tax presence in Israel. The ITA also takes the position that a non-Israeli company, if managed and controlled from Israel, or if it has significant Israeli assets, will be taxed as an Israeli company. Combine the two and the non-Israeli buyer of a non-Israeli company can find itself subject to Israeli withholding tax if the target is managed and controlled from Israel or its primary assets, including, for example, intellectual property, are located in Israel – even if held via an Israeli subsidiary. Failure to withhold could attract severe penalties.

Finally, Israel has various programs, most under the aegis of the Office of the Chief Scientist (OCS), a governmental entity which is part of the Ministry of Industry, Trade and Labor, which provide easy non-dilutive financing for technological research and development programs. While intended to incentivise technology companies, these programs impose restrictions on technology transfer that may make it difficult to exploit the technology after an acquisition without making a payment – sometimes quite significant – to the OCS. A well advised acquirer can avoid this and other possible regulatory pitfalls.

These are just a few of the surprises that may await the potential buyer of an Israeli company, and where the Israeli legal landscape differs from Delaware and other familiar jurisdictions. These and other related issues can all be managed and, in our experience, do not prevent deals from being done. However, a well advised acquirer will deal with these issues from the beginning, even in the term sheet stage, in order to maximise the possibility of a successful and profitable transaction.


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MIDDLE EAST & AFRICAManaging the risks of M&A in Africa

by Sharon van Rooyen, Evert Bruwer and Hannes van der Walt | Ernst & Young

AFRICA HAS SOME of the fastest growing economies in the world and Ernst & Young’s Africa Attractiveness Survey 2012 estimated that new foreign direct investment projects will amount to US$150bn by 2015, which will ensure a significant amount of acquisitions. As is the case with many new and alluring opportunities, investing in Africa can have its own pitfalls which, if not managed effectively from the outset, can cause an investor untold aggravation.

No region is immune to the danger of corruption. The vast majority of the African countries as-sessed scored below five on a scale of 0 (highly corrupt) to 10 (very clean). As many investors have learnt, the discovery of bribery and corruption after closing an acquisition is one of the fastest ways to lose company value, given that the regulatory and legal fines, penalties and remediation costs can be significant. Of equal significance would be the discovery that the newly acquired company is involved in or the victim of some fraudulent scheme. The bottom line is that if you acquire a company, you acquire its problems as well.

Companies investing in developing markets like Africa are faced with myriad risks, which as far as fraud is concerned, may include: (i) recruitment fraud, where a potential employee may em-bellish the nature or extent of experience on their CV, or falsify qualifications; (ii) procurement fraud, which often has an element of corruption and which can see collusion between employees and bidders or splitting of orders to avoid the stringent tender process; (iii) disbursement fraud, where employees may submit fictitious expense claims; and (iv) so-called corporate identity theft or takeover, where a fraudster steals the identity of a company by creating documentation with the logo of a legitimate company but invalid details. This false information is supplied to banks to establish lines of credit. False banking details may also be provided to customers to misappro-priate payments.

Furthermore, companies should be mindful of the risk that fraudulent interactions with, for instance, legacy suppliers to the newly acquired company may have. Fraudulent activities could result in either skewing the picture of the financial health of the acquired company, or seriously impacting on its profitability. In trying to cope with this situation, many companies have ended up between the proverbial ‘rock and the hard place’, as the need for local contacts and procedural knowledge to deal with the fraud landscape in Africa leads many companies to engage third-party

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agents or business partners. Such relationships can expose companies to significant anti-bribery and corruption legislation compliance risks, and often cause more harm than good.

Our experience has taught that corruption risks manifest in: (i) off-set agreements, which are agreements between two parties (usually a government organisation) where a foreign company agrees to buy products from companies within their country; (ii) facilitation payments, which are payments made to a government official to perform a routine task, which he would have per-formed in the normal course of his duties; and (iii) the use of agents to facilitate business opera-tions and transactions on a company’s behalf.

Compounding the risk associated with a new acquisition in Africa is the fact that many African countries already have robust anti-bribery and corruption legislation, a number of which include extra-territorial reach and ban facilitation payments. Additionally, in the last few years we have started to see African regulators commencing derivative actions against companies already under investigation by US prosecutors for alleged FCPA violations.

Many of these risks can be missed without awareness, careful due diligence and oversight. Rigorous fraud and corruption risk assessments should be conducted and revisited regularly. Policies and procedures to mitigate these risks should be tailored to the specific business and ge-ography, and supported with adequate local language training.

It is not just a matter of whether fraud and corruption due diligence is performed, but also when. The earlier issues are identified, the sooner an acquirer can understand the fraud and corruption risks of an envisaged deal. When focusing on fraud, such a due diligence will most often take the form of a fraud risk assessment, designed to expose risk areas, and taking into account the specific industry, recent history and area of business. On the other hand, a corruption risk assessment will often, in the earlier stages, involve performing background checks on target companies, key indi-viduals, third parties and agents.

The challenge for all entities remains identifying the ‘Achilles heel’ that may facilitate fraud, corruption and/or other economic crimes. It is often wise to turn to experienced and well re-sourced experts in the field to assist, and to act as tour guides, helping to make the African Safari an unforgettable experience, rather than one that is best forgotten as soon as possible.

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F I R M S

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Taubenstrasse 7-9, 60313, Frankfurt am Main, Germany

New York, United States; Washinton D.C., United States; London, United Kingdom; Paris, France; Moscow, Russia; Hong Kong, China; Shanghai, China

Business Restructuring & Workouts; Corporate Governance; Energy & Natural Resources; Executive Compensation; Finance; Hedge Funds; Litigation; Media & Communications, Technology and Intellectual Property; Mergers & Acquisitions; Tax

Debevoise & Plimpton LLP was founded in 1931 with the goal of offering sophisticated legal services. We maintain this tradition of seeking excellence in a comprehensive, modern practice. Our lawyers are responsive, thought-ful, ethical and vigorous advocates with a substantive understanding of our clients’ business needs and the many marketplaces in which they compete. We have leading practices that often have a cross-border focus due to the firm’s international approach to the practice of law.

www.debevoise.com

Dr Thomas Schürrle, Managing Partner, Frankfurt, Germany+49 69 2097 5000

Debevoise & Plimpton LLPlaw firm

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Centro San Ignacio Torre Copérnico, Piso 8, Av. Blandín - La Castellana, Caracas, 1060, Venezuela

Corporate & Commercial; Energy & Natural Resources; Banking & Finance; Tax; Dispute Resolution & Litigation; Employment & Labour; Administrative & Public Law; Competition & Antitrust

Despacho de Abogados miembros de Norton Rose S.C. has been serving clients in Caracas since 1997 and has grown to be one of Venezuela’s largest and most trusted legal firms. Our lawyers provide the highest calibre of legal advice on a broad range of business law areas. Our experience has led us to achieve high rankings as a leading Venezuelan firm and we are consistently ranked as a top firm, both in terms of expertise and size of the practice.

www.nortonrose.com

Sergio Casinelli, Partner, Caracas, Venezuela+58 212 276 0076; [email protected]

Verónica Clamens

Despacho de Abogados miembros de Norton Rose S.C.law firm

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1203, One Indiabulls Centre, Tower 2, Floor 12 B, 841 Senapati Bapat Marg, Elphinstone Road, Mumbai 400013, India

New Delhi, India; Bangalore, India

DSK Legal was established in April 2001 with the intent of delivering quality legal services at international standards across service lines relevant to business. We strive to maintain client relationships and have continued with success in client satisfaction. We are conscious of client demands and are proactive to their needs. We also provide quick and practical responses, take ‘ownership’ of assignments to facilitate smooth and efficient completion and constantly strive to assist clients in achieving their goals.

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Ajay Shaw, Partner, Mumbai, India+91 6658 8000; [email protected]

DSK Legallaw firm

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Wanderers Office Park, 52 Corlett Drive, Illovo, Johannesburg, Gauteng, South Africa

Accra, Ghana; Nairobi, Kenya; Maputo, Mozambique; Windhoek, Namibia; Lagos, Nigeria; Harare, Zimbabwe; Cape Town, South Africa; Durban, South Africa; Johannesburg, South Africa; Pretoria, South Africa

Fraud Risk Management; Anti-Bribery & Anti-Corruption Risk Compliance; FCPA & UK Bribery Act Reviews; Fraud Investigations; Dispute Services; Assurance; Advisory Services; Mergers & Acquisitions; Tax Services; Forensic Technology & Discovery Services

Ernst & Young is a global leader in assurance, tax, transaction and advisory services. Worldwide, our 167,000 employees are united by our shared values and an unwavering commitment to quality. We make a difference by helping our people, our clients and our wider communities achieve their potential. We are represented in over 140 countries worldwide and in 26 countries in Africa. Of these, eight African countries have dedicated Forensic Investigation & Dispute Services offices.

www.ey.com

Sharon van Rooyen, Director, Fraud Investigation and Dispute Services, Johannesburg, South Africa+27 11 772 3150; [email protected]

Evert Bruwer; Hannes van der Walt

Ernst & Young Advisory Services Ltd. accounting firm

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10250 Constellation Blvd., 5th Fl., Los Angeles, CA 90067, United States

New York, United States; London, United Kingdom; Paris, France; Frankfurt, Germany; Hong Kong, China; Beijing, China; Tokyo, Japan; Chicago, United States; San Francisco, United States; Dallas, United States

Houlihan Lokey is an international investment bank with expertise in mergers and acquisitions, capital markets, financial restructuring, and valuation. The firm is ranked globally as the No. 1 restructuring advisor, the No. 1 M&A fairness opinion advisor over the past 10 years, and the No. 1 M&A advisor for US transactions under $1bn, according to Thomson Reuters. Houlihan Lokey has 14 offices and over 850 employees in the United States, Europe and Asia.

www.hl.com

Scott Dunfrund, Managing Director and Co-Head, M&A, Los Angeles, United States+1 (310) 788 5292; [email protected]

Noel Ryan, [email protected] Matthew Spencer, [email protected]

Houlihan Lokeyinvestment bank

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7F, 201 Tun Hua N. Road, Taipei 10508, Taiwan, R.O.C.

Hsinchu, Taiwan; Taichung, Taiwan; Southern Taiwan

Corporate & Investment; Banking and Finance; Tax; Mergers & Acquisitions; Reorganisation & Bankruptcy; Trademark & Copyright; Dispute Resolution; Business Litigation; Communications and Media; Competition Law

Lee and Li is the largest law firm in Taiwan thanks to decades of endeavour and the foundations laid by our predecessors. With expertise covering all professional areas and building on the foundations laid down over decades, the firm has been steadfast in its commitment to the quality of services to clients and the country.

www.leeandli.com

Patricia Lin, Senior Counselor, Taipei, Taiwan+886 2 2183 2235; [email protected]

Lee & Li, Attorneys at Lawlaw firm

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Lett Law Firm, Raadhuspladsen 4, 1550 Copenhagen V, Denmark

Aarhus, Denmark

Corporate M&A; Dispute Resolution; Real Estate; Insolvency and Reconstruction; EU and Competition

As a full-service law firm, LETT provides professional legal advice to some of the world’s largest listed companies in Denmark, the public sector, organisations and private individuals. LETT is recognised as one of Denmark’s leading law firms with a strong national and international practice. We place great emphasis on not merely identifying legal problems, but also presenting proposals bearing the clients’ specific business needs in mind.

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Søren Brinkmann, Partner, Copenhagen, Denmark+45 33 34 02 26; [email protected]

Lett Law Firmlaw firm

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Av. Brig. Faria Lima, 2.601 12º andar, 01452-924, São Paulo, SP, Brazil

Rio de Janeiro, Brazil; Brasilia, Brazil

Antitrust & International Trade; Banking & Financial Transactions; Capital Markets; Corporate Governance & Compliance; Dispute Resolution; Entertainment; Labor and Employment; M&A and Corporate; Product Liability; Regulation and Infrastructure; Tax

Levy & Salomão Advogados is a full-service business law firm that was founded in 1989 to serve the needs of both Brazilian and foreign corporate clients. The firm handles demanding and complex cases and clients are afforded the direct personal attention of experienced and renowned partners. Our lawyers are known for their strong analytical skills, their creativity in devising legal solutions, and their team-based approach to serving clients.

www.levysalomao.com.br

Jorge Levy, Partner, São Paulo, Brazil+55 11 3555 5000; [email protected]

Ana Cecília Giorgi Manente; Carlos Portugal Gouvêa; Daniel Tardelli Pessoa; Eduardo Salomão Neto; Luiz Roberto de Assis

Levy & Salomão Advogadoslaw firm

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Rua do Alecrim, n.º 26E 1200-018 Lisbon

Banking & Capital Markets; Corporate & M&A; Tax; Employment; TMT; Communications; Restructuring; Insolvency; Public Law; Energy / Environment

Macedo Vitorino & Associados was established in 1996, focusing its activity on advising domestic and foreign clients in specific activity sectors, including banking, telecommunications, energy and infrastructures. We advise some of the largest local and international companies and banks. Our practice is multifaceted. We have experience in a diversified range of business and industry sectors, in particular in banking, telecommunications and energy companies, distribution of international brands and in information technology matters.

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João de Macedo Vitorino, Managing Partner, Lisbon, Portugal+351 213 241 900; [email protected]

António de Macedo Vitorino

Macedo Vitorino & Associados, Sociedade de Advogados R.L.law firm

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Betlémsky palác, Husova 5, 110 00 Praha 1, Czech Republic

Acquisition Finance; Tax; Litigation; Corporate & Commercial; Banking & Finance; Employment & Labour; Competition & Antitrust; Dispute Resolution

Norton Rose V.O.S., advokátní kancelár is a constituent part of Norton Rose, a leading international legal firm offering a full business law service to many of the world’s pre-eminent financial institutions and corporations from offices across the globe. Knowing how our clients’ businesses work and understanding what drives their industries is fundamental to us. Our lawyers share industry knowledge and sector expertise across borders, enabling us to support our clients anywhere in the world.

www.nortonrose.com/cz

Milana Chamberlain, Managing Partner, Prague, Czech Republic+420 257 199 014; [email protected]

Norton Rose V.O.S., advokátní kancelálaw firm

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599 Lexington Avenue, New York, New York 10022-6069, United States

20 offices worldwide serving clients in the Americas, Europe, the Middle East, Africa and Asia

Anti-trust / Competition; Bankruptcy & Reorganisation; Capital Markets; Dispute Resolution (incl. anti-corruption / FCPA, Litigation); Executive Compensation & Employee Benefits; Finance (incl. project development & finance); Intellectual Property; M&A (incl. IP transactions); Tax

Shearman & Sterling has been advising many of the world’s leading corporations and financial institutions, governments and governmental organisations for close to 140 years. We are committed to providing legal advice that is insightful and valuable to our clients. This has resulted in groundbreaking transactions in all major regions of the world. Our lawyers work across practices and jurisdictions to provide the highest quality legal services, bringing their collective experience to bear on the issues that clients face.

www.shearman.com

George A. Casey, Partner, New York, United States+1 212 848 8787; [email protected]

Shearman & Sterling LLPlaw firm

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Address:

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Firm biography

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22 J. Rivlin Street, Jerusalem, 92480 Israel

Tel Aviv, Israel

Corporate; Mergers & Acquisitions; Banking & Finance; Capital Markets; Venture Capital & Private Equity; Telecommunications; Life Sciences; Real Estate; Intellectual Property; Antitrust & Competition

Yigal Arnon & Co. is one of the most respected and dynamic law firms in Israel, with a proven track record of innovation and quality in meeting its clients’ needs. Yigal Arnon & Co. today numbers over 125 lawyers, of whom over 40 are partners. With its focused practice groups, Yigal Arnon & Co. combines the expertise of a specialty boutique practice with the advantages of a well-resourced multidisciplinary law firm.

www.arnon.co.il

Jenny Gideon, Business Development Manager, Tel Aviv, Israel +972 3 608 7795; [email protected]

Cynthia Leffler, [email protected]

Yigal Arnon & Co.law firm

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ADVISOR DIRECTORY

P R O F E S S I O N A L S

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DEBEVOISE & PLIMPTON LLPlaw firmDANIEL WIEDMANNAssociateFrankfurt, Germany+49 69 2097 [email protected]

DSK LEGALlaw firmAJAY SHAWPartnerMumbai, India+91 22 6658 [email protected]

ERNST & YOUNGaccounting firmEVERT BRUWERSenior Manager Johannesburg, South Africa +27 (0) 11 772 [email protected]

ERNST & YOUNGaccounting firmSHARON VAN ROOYEN Director, Fraud Investigation and Dispute ServicesJohannesburg, South Africa +27 11 772 [email protected]

ERNST & YOUNGaccounting firmHANNES VAN DER WALTAssociate DirectorJohannesburg, South Africa

HOULIHAN LOKEYinvestment bankSCOTT DUNFRUNDManaging Director and Co-Head, M&ALos Angeles, United States+1 (310) 788 5292 [email protected]

HOULIHAN LOKEYinvestment bankNOEL RYANManaging Director, Capital MarketsLos Angeles, United States+1 (310) 712 6567 [email protected]

HOULIHAN LOKEYinvestment bankMATTHEW SPENCER Vice President, M&ALos Angeles, United States+1 (310) 788 5366 [email protected]

LEE AND LI, ATTORNEYS-AT-LAW law firmPATRICIA LIN Senior CounselorTaipei, Taiwan+886 2 2183 2235 [email protected]

LETT LAW FIRMlaw firmSØREN BRINKMANNPartnerCopenhagen, Denmark+45 33 34 02 26sbr@[email protected]

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LETT LAW FIRMlaw firmFREDERIK ANDRÉ BORKSenior AssociateCopenhagen, Denmark+45 33 34 00 [email protected]

LEVY & SALOMAO ADVOGADOSlaw firmDANIEL TARDELLI PESSOAPartnerSão Paulo, Brazil+55 (11) 3555 [email protected]

LEVY & SALOMAO ADVOGADOSlaw firmCARLOS PORTUGAL GOUVÊAPartnerSão Paulo, Brazil+55 (11) 3555 [email protected]

MACEDO VITORINO & ASSOCIADOSlaw firmANTÓNIO DE MACEDO VITORINOPartnerLisbon, Portugal+351 213 241 [email protected]

NORTON ROSE S.C.law firmSERGIO CASINELLIPartner Caracas, Venezuela+58 212 [email protected]

NORTON ROSE S.C.law firmVERÓNICA CLAMENS AssociateCaracas, Venezuela+58 212 [email protected]

NORTON ROSE V.O.S., ADVOKÁTNÍ KANCELÁRlaw firmMILANA CHAMBERLAINManaging PartnerPrague, Czech Republic+420 257 199 [email protected]

SHEARMAN & STERLING LLPlaw firmGEORGE A. CASEYPartnerNew York, United States+1 (212) 848 [email protected]

SHEARMAN & STERLING LLPlaw firmELIZA W. SWANNPartnerNew York, United States+1 (212) 848 [email protected]

YIGAL ARNON & CO.law firmBARRY P. LEVENFELDPartnerTel Aviv, Israel+972 2 623 [email protected]

www.financierworldwide.com

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