Before launching into analysis of the challenges today’s niche firms face, it is important to look at why they exist in the … read more
Who’s afraid of private equity?
In recent months tax issues related to private equity have been subject to considerable media attention throughout Europe, most notably in the UK, where the industry has been subject to specific scrutiny by the Treasury Committee. … read more
Setting the stage for Solvency II
The insurance industry should be in no doubt of the importance of Solvency II, published by the European Commission in July this year as a draft framework directive. Although it will be subject to intense discussion and negotiation between member states, the draft provides a good indicator of the road ahead. Final implementation is currently planned for 2012, but the impact of the changes will be felt long before then. … read more
Two Spanish entrants this year have marked a new high point for law firm activity in Poland. The January launch of a Warsaw branch by the giant Garrigues and the planned October opening of an Uría Menéndez office are also the first-ever Spanish legal offices in Eastern Europe. … read more
Rallying regulators to blast trade barriers
The US Chamber of Commerce has lately been pleased to launch its Global Regulatory Co-operation Project, designed to engage regulators, trade negotiators, political leaders and legislators around the globe in an effort to establish more compatible regulatory systems.… read more
For many of our readers – working in one practice group of a diversified, perhaps even disjointed, full-service law firm – running a niche boutique in their chosen field may seem rather an appealing prospect. Indeed, a few have actually left the security of a larger firm to do just that. Those who have not taken such a plunge would in many respects be right to regard their niche peers with a little envy. These specialist outfits tend to be small, dynamic, flexible, and free from the mire of bureaucracy and partnership issues which dog larger firms, as well as totally immersed in the industry they advise. The very best ones are highly profitable too. Furthermore, they tend to be brought in on the problem-solving level and so have a ready supply of interesting legal work to keep their partners stimulated.… read more
Alternative hits the mainstream
Referral networks have come a long way since they first emerged in the 1970s. These formerly small and unorganised clubs of Western firms which simply agreed to appear on a referral list with vague promises to help each other out, are today huge organisations, and their members have aspirations of uniform global quality, joint pitching to clients and assisting each other through mutual training. … read more
The year is 2015, and the main commercial streets of India are lined with European and US law firms offering services to the financial sector, divorcing India’s one billion inhabitants, as well as representing them in court for criminal and civil cases: this has been the nightmare of India’s legal establishment for many years. The country’s protectionist instincts have long been suspicious of foreign interests chipping away at the world’s largest democracy. However, interest from the international legal community has continued notwithstanding, and is certainly not limited to Anglo-Saxon firms (see box on facing page).… read more
Multinationals dance to two whistleblowing tunes
Companies traded on US stock exchanges with operations in the EU face potentially conflicting obligations in relation to setting up internal whistleblowing systems. The 1995 EU directive on data protection imposes obligations on employers to process personal data about their employees within certain parameters and there are restrictions on the transfer of such data outside the EU. However, the Sarbanes-Oxley Act (‘SOX’) requires companies trading on a US stock exchange to establish “procedures for the receipt, retention and treatment of complaints received by the issuer regarding accounting, internal accounting controls or auditing matters; and the confidential, anonymous submission by employees of the issuer of concerns regarding questionable accounting or auditing matters” (section 301(4) of SOX). This applies to US-listed companies and EU companies with a US listing. A conflict therefore potentially arises when companies traded on US stock exchanges seek to establish anonymous whistleblowing systems affecting European-based employees.… read more
Up until now Bulgarian law firms have never had it so good, yet take a close look at this market and one sees this situation may not last. The favourable times have been in part due to the fact the legal market was relatively immature and under-developed. But today there is the threat of invading foreign firms, a chronic recruitment situation and a growing demand for specialisation that may hurt local outfits that do not want to move with the times. In short, the market is moving into the next phase of its evolution. … read more
Crafting ‘the carrot and the stick’
Anti-cartel enforcement has become a central priority for many competition agencies. This trend no doubt owes much to the growth of markets and to globalisation because, as cross-border trade in goods and services grows, many cartels cross borders as well and possibly many more fragment or are destabilised by the steadily burgeoning growth of world-scale production and supply of manufacturing and other services in newly emerging economies. From the enforcement perspective, breakdown of, or defection from, cartels provides the most significant event that cartel prosecution can build on, provided that it utilises a policy tool which greatly stimulates good faith reporting. An effective leniency programme provides the competition agency with precisely the needed policy instrument.… read more
Luxembourg has capitalised on its reputation as a finance centre and become a magnet for private equity funds in the last decade, spurring a growth in work across most segments of the commercial legal market. Although well stocked with local law firms, the small country has always relied on foreign practitioners to swell the ranks of its 1,200 strong registered legal community. New arrivals – even from other EU countries – have however been hindered in the past by local bar rules making it difficult to gain registration as a lawyer. This year has seen the main barrier to entry, a controversial language test, swept away, but even this might not solve the recruitment problems affecting practitioners here, according to experts.… read more
This summer has seen Portugal’s legal market heating up like never before. The last nine months have already witnessed a spate of partner defections, old firm relationships broken off, legal outfits dividing and now at least two local concerns looking for rapid mergers. … read more
Sorainen Law Offices has streamlined its image and will now be known simply as Sorainen. … read more
Clifford Chance London and Paris advised Deutsche Bank and Goldman Sachs on the £2.84 billion loan refinancing of Eurotunnel and the subsequent repackaging of that loan to enable the banks to sell their exposure to the capital markets. The loan was used to finance Eurotunnel out of the new French ‘safeguard’ pre-insolvency procedure. Channel Link Enterprises Finance plc purchased the loan from the two banks and issued index-lined notes guaranteed by monolines Ambac, FSA and FGIC. London capital markets managing partner David Bickerton led the team, consisting of Nicholas Frome, Adrian Cohen, Helen Smyth and Susan Rose, aided by Paris-based partners Daniel Zerbib and Christian Lacheze. Freshfields Bruckhaus Deringer advised Eurotunnel and Linklaters, the monolines.… read more
Lontings changes its branding tune
The final chapter in the story of accountancy firm KPMG’s tied law firm in Belgium, Lontings & Partners, has been sealed over the summer following the departure of former name partner Dirk Lontings to Luxembourg and the recruitment of corporate and finance partner Peter De Ryck – hired from fellow Belgian firm Lawfort – to replace him. … read more
In its long-awaited judgment in the appeal of Schneider Electric SA against the decision of the European Commission, on 11 July the European Court of First Instance (CFI) ruled for the first time that a merging party can be compensated (at least in part) for losses sustained as a result of the illegal prohibition of its merger (case T-351/03).… read more
Bad vibrations: subprime-sparked legal action
The subprime crisis currently underway in the US may have significant legal implications for European companies doing business with US counterparties. Indeed, it is already having reverberations far beyond the US. Earlier this year, Germany’s state-run bank Sachsen LB experienced extreme liquidity problems that were caused by its investments in the US subprime market. As a result, Sachen LB was recently bought out by a larger German bank to save it from bankruptcy. These and other developments underscore how the diffusion of credit risk into the international financial markets has allowed problems that may originate in one national economy to spread into the economies of other nations.… read more
Dutch court condones ‘defensive mechanisms’
After a period of relative calm following numerous public takeover battles involving, inter alia, Gucci and Rodamco North America, the Dutch Supreme Court recently provided additional guidance on the permissibility of possible defensive structures in the highly-publicised ABN Amro bank (ABN) takeover bid involving Barclays and a consortium of banks consisting of Fortis, Royal Bank of Scotland Group and Banco Santander Central Hispano. … read more
JeantetAssociés is no doubt reeling under the shock announcement of former co-managing partner Georges Terrier’s departure to join Davis Polk & Wardwell, as we went to press.… read more
US broadens its M&A barricades
Signed by President Bush on 26 July, a new law has made a number of key reforms to section 721 of the Defense Production Act of 1950, the so-called ‘Exon-Florio’ amendment, altering and codifying the practice of the Committee on Foreign Investment in the United States (CFIUS) in reviewing and investigating foreign acquisitions of American businesses for their impact on US national security. Known as the National Security Foreign Investment Reform and Strengthened Transparency Act of 2007, it also expands CFIUS jurisdiction and increases accountability to Congress for agencies conducting the CFIUS review and investigation process. Practitioners in the area of mergers and acquisitions should be alert to the new law, which can affect transactions between any corporations, even two European corporations, provided that a non-US person is acquiring a business engaged in interstate US commerce.… read more
DLA Piper has opened its fourth German office, in Munich, headed by technology partner Thomas Jansen who has been transferred, along with two associates, from the firm’s Cologne branch. The growth of the TMC (technology, media and commercial) practice in Munich is now an urgent priority, says DLA Piper Germany managing partner Ulrich Jüngst, which is likely to be sourced externally rather than through further internal transfers. … read more
The lawyer/client relationship bears similarities to lion taming. Certain legal practitioners have the skills naturally implanted. Others learn them, either by a process of osmosis, by actual training (mentoring especially), or a combinat-ion of the two. Many never acquire them at all, either because of fear or insensit-ivity to the client’s needs.… read more
Removal of the commercial register from the court system
1. The stability and the speed of the registration of corporations and of the circumstances subject to registration are of significant importance in a free market economy and especially for the creation of equal and competitive conditions for commercial activity. Slowness, unequal criteria and the lack of unified information system, were obstacles for the improvement of the so-called “administrative environment” of the business. The lack of transparency, accountability and analysis of the activity created additional difficulties. The registration procedures created difficulties the otherwise overwhelmed judicial system and the deficit of sufficiently experienced and specialized people, especially in the absence of a uniform information system, often lead to unpredictable delays, although it is fair to note the significant advancement of the courts in recent times. … read more
Brazil and Portugal: a link of business opportunities
Brazil and Portugal are two countries sharing the Atlantic Ocean, which was the conduct to a historical heritage of common language, cultural proximity and privileged relationship. … read more
Venture capital and private equity in Iberia
In recent past years, Portugal (like Spain) has seen a number of changes in its and legal environment for venture capital (VC) and private equity (PE) which strongly improved the country’s position as more attractive for these type of investment.… read more
The Madeira Free Zone – Tax regime extended until 2020
1. Extension of the Madeira Free Trade Zone tax regimeAiming to attract larger investment and to develop economic activity in Madeira, supporting cohesion within the EU and regional development in this outermost region, the European Commission has approved last June 26th, under the EC Treaty state aid rules, a scheme providing the extension of the Madeira Free Trade Zone tax regime until 2020 to companies setting up in this Free Trade Zone (ZFM) between 2007 and 2013. It is now expected that this extension will be implemented, shortly, through the approval of the correspective amendments to the Tax Benefits Statute.… read more
Recent developments of Portuguese competition law
Legislative developmentsLeniencyLaw No. 39/2006, of 25 August 2006 enacted the leniency regime in Portuguese Competition law, meanwhile complemented by Regulation No. 214/2006, of 22 November 2006, which sets out the corresponding administrative procedure. … read more
Akzo analysis in BerlinThe outcome of the Akzo Nobel case on legal privilege will be debated at length during the Berlin conference of the Deutscher Anwaltverein – the German in-house lawyers’ group and ECLA member – when it meets in Berlin during early November. The long and eagerly-awaited decision is expected to determine whether corporate lawyers and their clients can avail themselves of the same legal privileges granted to ordinary attorney/client relationships. The conference, which will take place on 8 and 9 November at Berlin’s Grand Hotel Esplanade, is the first major European in-house forum to meet following the outcome of Akzo. … read more
The abolition of heritage tax and its impact on the Austrian foundation
The Austrian private foundation has become an important tool in planning and optimizing the structure of private fortunes. In the past, transferring privately held fortunes into private foundations has become more and more popular for generational asset planning as well as the transfer of family businesses from one generation to the next. Since the coming into force of the Austrian Private Foundation Act in 1995, nearly 3,000 private foundations were established in Austria. The total figure of Austrian private foundations outnumbers the overall quantity of stock Corporations registered in Austria. The reasons for this great success of private foundations are multifaceted. Clearly, the possibility to avoid the payment of heritage tax was one of the main drivers. … read more
Material changes to the German Company Law
On May 23, 2007 the German federal cabinet has introduced a draft bill “Gesetz zur Modernisierung des GmbH-Rechts und zur Bekämpfung von Mißbräuchen - MoMiG, (which could be translated as “law on the modernisation of the limited liability company regulations and to combat abuses”). In case that the regulations will enter into force as expected in the first 6 months 2008 they will significantly change the German Act on Limited Liability Companies (GmbHG) and will cause the broadest changes to the regulations for the limited liability company since their implementation in 1892. … read more
Exhaustion of the rights conferred by a trademark, parallel imports and repackaging
The European Court of Justice, with an important judgment dated April 26, 2007 (Case C-348/04), decided in a case of parallel imports of pharmaceutical products. In particular, on the matter of repackaging, it established the criteria for the interpretation of Article 7 (2) of the First Council Directive 89/104/EEC of 21 December 1988. … read more
MiFID – challenge for Swiss investment firms as well?
MiFID – the European Markets in Financial Instruments … read more
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