F R A N C E

P R I V A T E C L I E N T A G U I D E T O O U R S E R V I C E S

WATSON FARLEY & WILLIAMS PARIS: REPUTATION

“…PROVIDES ‘HIGH-QUALITY ADVICE’…”

LEGAL 500 EMEA 2015

“SOURCES SAY: ‘I WASN'T DISAPPOINTED. THE LAWYERS WERE AVAILABLE AND ANSWERED OUR QUESTIONS PROMPTLY’.”

CHAMBERS EUROPE 2015

“…‘ATTENTIVE TO CLIENTS’ NEEDS AND ALWAYS AVAILABLE’…”

LEGAL 500 EMEA 2015

“REALLY GOOD PERFORMANCE; IT IS AN EXTREMELY HARD WORKING TEAM.”

CHAMBERS EUROPE 2015

“[WFW’S] ‘DEDICATED AND PROACTIVE’ TEAM APPLIES THE ‘HIGHEST PROFESSIONAL STANDARDS’.”

LEGAL 500 EMEA 2014

“…‘TRULY TOP NOTCH’ AND ‘REMARKABLY EFFICIENT’ …”

LEGAL 500 EMEA 2014

PRIVATE CLIENT 3

Many clientsʹ affairs have an international dimension and with our international offices spread across Europe, the Middle East, the USA and Asia we are ideally placed to provide integrated solutions across multiple jurisdictions.

Our private client offering is complemented by our Swiss Desk, with its long‑standing connections and experience in the Swiss private banking sector.

Our private client services extend to the following areas:

● Personal tax and wealth structuring

● Family office and family business

● Real estate

● Private and business jets

● Private yachts

● Disputes.

OUR PRIVATE CLIENT PRACTICE

Watson Farley & Williams has looked after high net worth individuals, entrepreneurs and other private clients for many years. Centred around our well‑regarded international tax practice, our private client team gives individuals and families sensitive and finely‑tuned advice to meet their requirements across a broad range of areas.

SHORTLISTED:

INTERNATIONAL LAW FIRM OF THE YEAR

THE LAWYER EUROPEAN AWARDS 2015

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SELECTED EXPERIENCE

FOREIGN INVESTORS Advising foreign investors in relation to cross‑border mergers and acquisitions, including due diligence, tax structuring and the tax optimisation of their French tax status.

ENTREPRENEURS Advising entrepreneurs on their corporate and personal tax matters (e.g. business transfers and the opening up of capital) in relation to investments in buildings located in Paris.

STRUCTURING OF FAMILY INTERESTS Advising the founder of various international businesses, and subsequently his wife and sons, on the structuring and implementation of a variety of succession planning steps over the course of over ten years.

FRENCH REAL ESTATE Advising on tax‑efficient ways for US, Brazilian and UK domiciliaries to purchase real estate in France both for investment purposes and for personal use.

FRENCH FAMILY Assisting a French family owning vineyards near Bordeaux on tax and legal issues.

FRENCH LEISURE REAL ESTATE Advising on tax‑efficient ways for a US family office’s domiciliaries to sell shares in French luxury hotel ʺRelais & Châteauxʺ in the South of France.

PERSONAL TAX AND WEALTH STRUCTURING

Our private client team helps individuals to protect and build their personal wealth from a truly international perspective. We help clients navigate the complex tax systems of multiple jurisdictions, many of which are experiencing a period of unprecedented change.

We pride ourselves on providing clear, commercial advice which produces tangible results. Our areas of specialism include capital gains, inheritance and income tax, international tax issues, compliance and tax settlements and investigations.

We work with a wide range of individuals such as owners of family companies, entrepreneurs, family offices and high net worth individuals with significant personal tax issues.

We frequently work with a team of the client’s existing advisors to ensure that the solution is one that works in the context of the client’s international and/or wider family interests.

PRIVATE CLIENT 5

SELECTED EXPERIENCE

EXIT FROM THE FAMILY BUSINESS Assisting senior family members in managing an exit from the family business and providing for existing staff to take significant equity interests over an extended period to retain the potential value.

PRIVATE CLIENTS Acting for French and foreign companies, high net worth individuals and trusts in relation to real estate investments in France and other investments (yachts, works of art, etc).

FRENCH FAMILY OFFICE Advising a French Family Office in structuring family membersʹ international investments in Spain, Italy and Belgium.

MERGER OF INTERNATIONAL BUSINESS CONSULTANCIES

Assisting the two principals of a UK consulting business with its merger with a US based equivalent, effected using a Bermuda holding company structure.

MINING INVESTMENT Assisting an individual on the formation and structure of a mining investment vehicle. After fundraisings and a transformational acquisition, on all of which we advised, the company is now trading on AIM market in London and Australian Stock Exchange.

SHIPPING INVESTMENT Advising two individuals on the formation and structuring of their investment vehicle, and on its subsequent acquisition of a major international ship management and shipping services business from a UK listed plc.

ONLINE MEDIA SALE Advising the individuals who founded an online financial news service on the sale of their shareholdings to a US based information and training group.

FAMILY OFFICE AND FAMILY BUSINESS

Our corporate team regularly helps individuals and family businesses or family offices with all forms of investments and frequently advises the investment vehicles themselves on corporate and commercial legal requirements.

We advise, in conjunction with our tax team, on structuring and establishing new business ventures, often with a strong cross‑border dimension. We assist those ventures in pursuing their aims, whether through organic growth or investment or acquisition strategy, putting in place everything from simple standard commercial agreements all the way through to complicated multijurisdictional equity investments, mergers and acquisitions, strategic alliances and exits by way of trade sales or initial public offerings.

We look to build long‑term relationships with our clients, which regularly enables us to see projects through their lifecycle from conception and development to successful divestment, often over the course of a number of years.

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SELECTED EXPERIENCE

FAMILY BUSINESS Advising a family‑owned business on the sale of some of its portfolio of properties.

CHINAGORA Advising on the sale of the Chinagora restaurant, business centre and shopping complex. This included the organisation of a data room, follow‑up and negotiations with institutional investors.

HOTELS Advising UK and overseas investors on the acquisition of hotels in Paris and Nice.

RELAIS & CHÂTEAUX HOTEL Advising a US family office in relation to the sale of buildings to ʺRelais & Châteauxʺ luxury hotel located in South of France.

PRIVATE INVESTOR Advising on the acquisition of two 4 star hotels valued at €60m and €15m, including negotiating the agreement and co‑ordinating with the investor and the banks.

BOUTIQUE HOTEL IN BRAZIL Advising a French family office in relation to the acquisition of a stake in a small boutique hotel in Rio and in the financing of its refurbishment, completed in 2014 for the football world cup.

LEBANESE PRIVATE INVESTOR Advising a bidder in a call for tender regarding the Noga Hilton Hotel in Nice and preparing all relevant documentation.

REAL ESTATE

Our real estate team regularly advises families and their businesses, advising them on both personal and business property transactions. We have acted on an extensive range of matters, from buying and selling family homes to dealing with corporate real estate asset sales and purchases and leases. We can also assist in advising investors in relation to dealing with obtaining finance or restructuring or other funding arrangements. We place great value in giving partner‑led proactive advice to assist clients in structuring transactions in the way most beneficial to them. We have a wide range of internationally‑based clients and ensure that our clients are totally comfortable with and understand the different stages of the transaction.

In addition to the tax structuring of real estate investments, our advisors take into account the potential tax consequences of each real estate transaction, such as whether our clients will be subject to taxation in France or abroad. In order to help our clients achieve the most tax-efficient solutions, we work with them from the very beginning to plan and structure their real estate investment or development appropriately.

PRIVATE CLIENT 7

SELECTED EXPERIENCE

ACQUISITION Acting for various individuals and companies in the purchase and acquisition of new and used private jets.

DISPOSAL Acting for a family office in the disposal of helicopters.

FRACTIONAL OWNERSHIP Reviewing and advising on the terms and conditions of various fractional ownership programmes.

AIRCRAFT MANAGEMENT Advising owners and financiers in relation to legal and tax issues arising from aircraft management and operation agreements.

AIRCRAFT FINANCING Advising borrowers and lenders in relation to the structuring, documentation negotiation and completion of a wide range of financing and leasing structures, ranging from portfolio financings to single aircraft leases.

PRIVATE AND BUSINESS JETS

Our Aviation Team has in‑depth experience in advising on the acquisition, financing, operation, management and disposal of private and business jets. The team is also able to advise on legal structuring issues, including the use of off‑shore jurisdictions for the purpose of ownership and registration of the aircraft.

We have well‑established contacts with a number of the main aircraft management companies and can help to facilitate introductions to these.

Private jets are fitted out to highly personalised specifications. We pride ourselves in our ability to adapt our services to the personal requirements of our clients. We also choose our foreign correspondent lawyers according to the specific transaction and their responsiveness to the needs of our clients.

We work in close collaboration with our Tax Team to ensure that any acquisition and financing of a private or business jet is achieved in a tax efficient manner.

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SELECTED EXPERIENCE

CONSTRUCTION AND ACQUISITION Acting for members of Middle Eastern Royal Family in the construction and purchase of two 80m super luxury yachts (one for use in the Arabian Gulf and the other in the Mediterranean).

NEWBUILDING CONTRACT Advising on numerous newbuilding contracts for super yachts including the super yacht ʺOCTOPUSʺ.

DISPUTE RESOLUTION Acting for Russian individual in an ad hoc arbitration with an insolvent Italian yard constructing a luxury motor yacht.

ACQUISITION Advised on the financing and acquisition of a 2003 built, 44.2m super yacht named m.y. ʺWORLD IS NOT ENOUGHʺ.

STRUCTURING Reviewed purchase contract and warranties and advised on structuring and ownership in respect of an Azimut 86S named ʺGORGEOUS GALʺ.

YACHT FINANCING Advising an Indian group on the financing of a super yacht to be built at Alblasserdam Shipyard in the Netherlands.

FLAG REGISTRATION Assisting a French individual on the acquisition of a 24.8m racing yacht to be registered with British flag, including tax and structuring advice in connection with the ownership and crewing arrangements.

PRIVATE YACHTS

Our Shipping Team has valuable, in‑depth experience in advising on legal issues in relation to yachts.

Our experience includes advising on negotiating newbuilding contracts, acquisitions, financing and dispute resolution. We are also able to provide tax and structuring advice to ensure maximum benefit for the client.

Our Shipping Team houses one of the largest dedicated ship finance legal practices in the world. It is at the heart of what the firm does and has been since we started our business in 1982. This reputation ensures that we attract a high calibre of lawyers with relevant previous experience, many of whom bring a vast range of experience to bear on yacht‑related matters.

PRIVATE CLIENT 9

SELECTED EXPERIENCE

17TH CENTURY PAINTING Acting regarding disputed ownership of a painting. We obtained an injunction to prevent sale at auction and at trial proved our client was the true owner.

A EUROPEAN PRIVATE BANK Acting for an ultra high net worth individual in a dispute concerning a margin lending facility for over US$250m. After protracted negotiations the case was settled on favourable terms.

TAX LITIGATION Advising French companies and individual clients regarding tax litigation

HEAD OF A EUROPEAN FAMILY Acting on a series of issues between family members arising from divorce proceedings, a bankruptcy petition, offshore trust structures and the attempt to wind up a company. Proceedings took place before several different Courts.

INVESTMENT SCHEME Acting regarding claims made against our client by investors into a tax driven investment scheme with significant components in offshore jurisdictions.

DILUTION OF INTERESTS Acting for an individual facing dilution of interests through aggressive actions by hedge fund interests. Within 24 hours we obtained an emergency injunction to prevent a vital meeting, giving our client time to undertake protective steps.

FRAUD CASE Acting for a man who discovered large parts of his wealth had been stolen by an associate. The case involved freezing injunctions and search & seizure orders in several European jurisdictions. We were appointed to coordinate the strategy.

DISPUTES – PRIVATE CLIENT

Our disputes team regularly advises wealthy individuals and families. We believe our partner led approach is particularly appropriate to private client business. We always look to find the most efficient solution to a dispute, which may not involve a Court. However, we recognise that a consensual solution is not always possible and are prepared to fight matters all the way to trial in cases of the greatest complexity. We enforce judgements in countries all over the world.

A wide range of disputes has been handled by our team over the years and these usually involve substantial international elements and/or litigating in the leading offshore jurisdictions.

Our experience embraces disputes concerning:

● trusts● family shareholders● partnerships● tax● ownership of artworks● investment portfolios● bankruptcy.

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Complementing this, we operate a Swiss Desk from our London office. Tracing its origins back to the mid‑80s, it boasts 25 years’ experience of understanding the Swiss banking and business scene. The Head of the Swiss Desk, a dual Swiss‑British national, regularly travels in Switzerland for face‑to‑face meetings with clients, bankers and advisers.

The Swiss Desk is often the first port of call for private clients when needing legal assistance in the UK or internationally. Consultations are initiated either directly or through a client’s private banker or adviser. The matters reflected throughout this brochure include those in which the Swiss Desk has been involved.

Investing in personal relationships so as to properly understand the needs and objectives of clients is fundamental to the way the Swiss Desk operates. It maintains long‑standing connections with leading private banks and professionals in Switzerland.

THE SWISS DESK

Switzerland has always had a unique connection to private client business – with its pre‑eminent share of global private wealth management and its highly developed private banking sector, it is a premier location for internationally‑based high net worth individuals and their families to entrust the care of their assets.

“…‘OFFERS A GREAT MIX OF INTERNATIONAL COVERAGE WITH A PERSONAL TOUCH'.”

LEGAL 500 UK 2014

PRIVATE CLIENT 11

Athens

6th Floor, Building B 348 Syngrou Avenue Kallithea 176-74, Athens

T: +30 210 455 7300

Bangkok

Unit 902, 9th Floor GPF Witthayu Tower B 93/1 Wireless Road Patumwan, Bangkok 10330

T: +66 2665 7800

Dubai

Office 1503, Level 15, Tower 2 Al Fattan Currency House PO Box 506896 Dubai

T: +971 4 278 2300

Frankfurt

Ulmenstraβe 37-39 60325 Frankfurt am Main

T: +49 69 297 291 0

Hamburg

Jungfernstieg 51 20354 Hamburg

T: +49 40 800 084 0

Hong Kong

Units 1703-1707, One Pacific Place 88 Queensway, Hong Kong

T: +852 2168 6700

London

15 Appold Street London EC2A 2HB

T: +44 20 7814 8000

Madrid

C/ María de Molina, 4 28006 Madrid

T: +34 91 515 6300

Milan

Piazza del Carmine 4 20121 Milan

T: +39 02 721 7071

Munich

Gewürzmühlstraβe 11 ‒Courtyard 80538 Munich

T: +49 89 237 086 0

New York

1133 Avenue of the Americas New York, New York 10036

T: +1 212 922 2200

Paris

26 avenue des Champs-Elysées 75008 Paris

T: +33 1 56 88 21 21

Rome

Piazza Navona 49 00186 Rome

T: +39 06 684 0581

Singapore

6 Battery Road #28-00 Singapore 049909

T: +65 6532 5335

OUR OFFICES

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Publication code number: 56142211v1© Watson Farley & Williams 2015

All references to ‘Watson Farley & Williams’, ‘WFW’ and ‘the firm’ in this document mean Watson Farley & Williams LLP and/or its Affiliated Entities. Any reference to a ‘partner’ means a member of Watson Farley & Williams LLP, or a member or partner in an Affiliated Entity, or an employee or consultant

with equivalent standing and qualification. The transactions and matters referred to in this document represent the experience of our lawyers. This publication is produced by Watson Farley & Williams. It provides a summary of the legal issues, but is not intended to give specific legal advice. The situation described may not apply to your

circumstances. If you require advice or have questions or comments on its subject, please speak to your usual contact at Watson Farley & Williams. This publication constitutes attorney advertising.