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Arbitration is a mechanism of binding dispute resolution which entails resolving disputes outside court in accordance with procedures and standards as determined by the parties in dispute. Arbitration is therefore an alternative to traditional litigation and is distinct from non-binding forms of dispute resolution such as mediation.
The Cayman Islands has a modern arbitral framework as a result of the bringing into force of: (i) the Arbitration Law (2012) (the Arbitration Law); and (ii) procedural rules regulating the Grand Court's practice and procedures in relation to arbitrations1 brought into force in July 2013 (the Rules). The foundation of the Arbitration Law is largely the UNCITRAL Model Law on International Commercial Arbitration (the Model Law); whilst also utilising successful aspects of arbitral legislative models found in other common law jurisdictions (such as Singapore or Hong Kong). The Arbitration Law has also sought to augment the Model Law where appropriate to suit the nature of the offshore financial business conducted in the Cayman Islands.
As part of the Cayman Islands longstanding commitment to tax transparency and meeting international standards (most notably reflected in the fact that the Cayman Islands are on the G-20's 'white list' of compliant jurisdictions), the Tax Information Authority (International Tax Compliance) (United States of America) Regulations, 2014 (US Regulations) and the Tax Information Authority (International Tax Compliance) (United Kingdom) Regulations, 2014 (UK Regulations and together the Regulations), were gazetted and therefore brought into force in the Cayman Islands on 4 July 2014.
The Gulf-based investor, Khalaf Al-Habtoor chose Lakatos, Köves and Partners again for a new hotel transaction in Budapest
Corporate/M&A of Goltsblat BLP, the Russian practice of international law firm Berwin Leighton Paisner (BLP), have supported the deal whereby GBLP client - AB Krasny Gold Fields has entered into a joint venture to explore and exploit a gold hard rock deposit in Irkutsk Region (Kransy Project) with one of the key gold producers in Russia Open Joint Stock Company "GV Gold" ("GV Gold"). Under the terms of the agreement, GV Gold may earn up to a 51% interest in the Krasny Project by financing an in‐fill exploration program. Signing of the agreement means that the parties have agreed to the final details of the deal structure and the exploration program.
The Exempted Limited Partnership Law, 2014 (the New ELP Law) has replaced the Exempted Limited Partnership Law (2013 Revision) (the Previous Law). The New Law includes significant changes to the Cayman Islands' statutory framework regulating exempted limited partnerships (ELPs) that will increase the attractiveness of ELPs and will be appreciated by managers, investors and creditors alike. Private equity sponsors in particular will notice substantial improvements that are indicative of Cayman's continuing commitment to balanced and commercially sensible legislation. Read more...
RESTRUCTURING - COURT PROCEDURES
Formal, court-driven restructuring proceedings are available into Luxembourg law, but for practical reasons, these are rarely used in practice.
Reprieve from payment procedure (sursis de paiement)
The reprieve from payment procedure allows a debtor to restructure its debt with the consent of a majority of its creditors outside of insolvency proceedings. Its purpose is to allow a business experiencing financial difficulties to suspend its payments for a limited period of time. The reprieve of payment has to be approved by creditors representing 75% of all the outstanding amounts. For the purpose of calculating the required majority, those claims that are secured by rights of priority, mortgages or pledges, as well as the tax claims and other public charges are not taken into consideration.
On 23 May 2014, the States of Jersey passed the Companies (Amendment No. 11) (Jersey) Law 201- (the Amendment Law). This will now be sent to the UK Privy Council for consideration, then laid before the States of Jersey for a final time before coming into force. The latest information we have is that the Privy Council will be approving the law on 19 July 2014 and it may come into effect as soon as 4 August 2014.
The Amendment Law will make a number of changes to the Companies (Jersey) Law 1991 (the Companies Law), aimed at ensuring that the corporate law framework in Jersey continues to adapt to the demands of its cross border client base.
The Hague, 4 July 2014 - BarentsKrans has appointed Joost Fanoy as a partner in the Antitrust & Public Procurement department, effective as of July 1, 2014. Joost specializes in European law in general with a particular focus on European and Dutch competition, public procurement and state aid law and is the head of the Antitrust and Public Procurement Practice Group. Joost is also a member of the Cartel damages team of BarentsKrans.
PineBridge Investments Middle East, a global multi-asset class investment manager with regional headquarters in Bahrain, and nearly 60 years of experience in emerging and developed markets, has acquired a 50% equity stake in Romatem, the leading physical therapy and rehabilitation services chain in Turkey.
Isbank issued 750 million USD notes under its GMTN programme established in 2013. The notes are listed on the Irish Stock Exchange and bear interest at the rate of 5 % with a maturity date 2021.
Mr. Omer Collak (partner) and Mr. Baris Kencebay (head of tax practice) have acted for the joint lead managers Barclays, Citigroup, HSBC, National Bank of Abu Dhabi and The Royal Bank of Scotland.
Halkbank issued five-year term fixed interest rate US currency notes, with a total amount of USD 500 million with an interest rate of 4.765 % and an annual coupon rate of 4.750 %. The notes offered the lowest borrowing rate in the first five-month period of 2014, and total demand rose nearly nine-fold due to high investor interest. The note issuance drew great interest from international investors settled in the Middle East and Asia, as well as those investors based in the US and Europe.
Mr Omer Collak (partner) and Mr Baris Kencebay (head of tax practice) have advised the joint lead managers.
Turkiye Finans issued the first ringgit sukuk originating from Turkey. The bank initially raised MYR 1 billion with a five-year commodity sukuk on June 30, with an annual return of 6 %. The sukuk under the programme will have tenure of one to 20 years. Funds raised will go towards general corporate purposes. The sukuk will be issued through TF Varlik Kiralama A.S., a wholly-owned subsidiary of Turkiye Finans. Malaysia's RAM Ratings has accorded the programme an indicative long-term rating of AA3. HSBC Amanah Malaysia and Standard Chartered Saadiq were the joint advisers.
Mr Omer Collak (partner) and Mr Baris Kencebay (head of tax practice) have advised Turkiye Finans and the issuer TF Varlik Kiralama A.S.
Ziraat Bank, the largest state owned bank of Turkey, established GMTN programme on 21 May 2014, for the notes to be issued up to USD 2 billion listed on Irish Stock Exchange. The notes are unconditional, unsubordinated and unsecured obligations, and rank pari-passuwith Ziraat Bank's other senior unsecured obligations.
The arranger and the dealers were represented by Mr Omer Collak (partner), Mr Serdar Ildirar (senior associate) and Mr Sansal Erbacioglu (senior tax counsel) as to Turkish law and Turkish tax matters.
Vakifbank issued EUR 500 million 5-year unsecured and unsubordinated notes under the first GMTN programme of Turkey established in 2013. The notes are listed on Irish Stock Exchange and bear interest at the rate of 3.5 % p.a. with a maturity date 17 June 2019. This is the very first EUR denominated RegS offering of a Turkish entity.
Mr Omer Collak (partner), Mr Baris Kencebay (head of tax practice) and Mr Serdar Ildirar (senior associate) have advised the joint lead managers Barclays, BNP Paribas, Commerzbank, Erste Group, Natixis and UniCredit.
Turk Telekom, telecommunication operator of Turkey, issued 500 million USD 5-year (due 2019) and USD 500 million 10-year (due 2024) notes listed on Irish Stock Exchange and bear interest at the rates of 3.750 % and 4.875 % p.a., respectively. The issuance is the very first dual tranche note offering of a corporate non-sovereign borrower in Turkey and the debut Eurobond offering of Turk Telekom.
Paksoy has acted in this debut offering of Turk Telekom, and is pleased to announce that Mr Omer Collak (partner), Mr Baris Kencebay (head of tax practice) and Mr Serdar Ildirar (senior associate) have advised the joint lead managers Barclays, BNP Paribas, Deutsche Bank, Emirates NBD and JP Morgan.
The international retailing company METRO GROUP, signed an agreement with a local Turkish partner Hacı Duran Begendik about the divestment of Real's Turkish operations on 30 June 2014.
The divestment of Real Turkey to Hacı Duran Begendik covers all 12 hypermarkets and the headquarters. The transaction is subject to Competition Board approval and is expected to be closed in summer 2014.
Paksoy is pleased to announce that Mr Togan Turan (partner) and Ms Selin Barlın (associate) advised Metro Group AG on the sale of Real's Turkish operations.
It was the second hotel transaction that Al-Habtoor Group chose Lakatos, Köves and Partners as a legal advisor in Budapest, Hungary
Schoenherr, a leading corporate law firm in Central and Eastern Europe, represented Carso Telecom, a wholly-owned subsidiary of the América Móvil group (AMX), in its successful public takeover offer for all shares in Telekom Austria AG not held by Carso Telecom, AMX, Telekom Austria, or the Republic of Austria's state holding company OIAG. The public offer was launched on 15 May 2014. The initial offer period closed 10 July 2014. Through the public offer Carso Telecom/AMX could increase its participation in Telekom Austria from around 27 percent to around 50.8 percent. With an offer price of EUR 7.15 per Telekom Austria share, the transaction volume exceeded EUR 740 million. read more...
Schoenherr, a leading corporate law firm in Central and Eastern Europe, advised Rasperia Trading Ltd ("Rasperia") on its exercise of a call option to purchase shares and increase its shareholding in Vienna Stock Exchange-listed STRABAG SE to a blocking minority of 25 percent and one share. Rasperia, a company of Russia-based industrial conglomerate Basic Element, previously held 19.4 percent in the Vienna-based construction conglomerate. read more...
On July 11, 2014, the VEGAS LEX law firm organized an exclusive workshop for the Mann, Ivanov and Ferber Publishers on the protection of intellectual property rights.
On July 11, 2014, the RBC business information agency hosted a conference, Moscow Transit Hubs Infrastructure: Development Potential, co-sponsored by the VEGAS LEX law firm.
Chambers Europe 2014 has once again ranked Pepeliaev Group's Tax Practice among the best on the Russian legal market (Band 1). According to market research, the firm is marked out by its experienced team which provides support in complex lawsuits and easily handles tax issues. Pepeliaev Group's experts have profound knowledge of the legal sector since they are actively involved in legislative drafting work.
Pepeliaev Group has been ranked among the most influential legal advisers for mergers and acquisitions in 2013. The ranking was compiled by Russian M&A-Agency, a group of experts and analysts.
AstapovLawyers International Law Group has advised Sportmaster, a major CIS sporting goods and equipment retailer, on various corporate and employment matters in Ukraine.
Under pressure from the Organization for Economic Co-operation and Development (OECD), states known for their investors-friendly tax systems (so called ‘tax havens') for some years have been concluding tax information exchange agreements enabling, in some circumstances, access to information of substantial significance for tax basis, assessment and collection. Poland for instance concluded such agreements with Andorra, Belize, Bahamas, Bermuda, British Virgin Islands, Dominica, Gibraltar, Grenada, Guernsey, Cayman Islands, Liberia, San Marino and Isle of Man.
The State Secretariat for Economic Affairs SECO has decided to terminate its extensive investigation proceedings conducted against a Swiss entity with major global operations for an alleged circumvention of sanctions without taking any action. In a case with an extremely complex and intertwined factual set up taking place in several different countries, the Swiss entity, represented by NKF, succeeded in demonstrating to the authorities that the alleged misconduct lacked any basis and that, in particular, most of the alleged activity was not even comprised by the sanctions, which the SECO had initially deemed circumvented.
Investors made a beautiful restoration in the heart of the city, turning a decrepit building into a first-class office building
On July 1-2, the first exhibition and forum of the South of Russia took place in Krasnodar, entitled Onsite Power Generation for Enterprises: Energy Efficiency, Uninterrupted Supply, Lower Costs. Legal experts from the VEGAS LEX law firm participated in the event.
apanese electronics giant, Panasonic, has acquired the majority stake, 90% of the shares, in the Turkish electrical equipment manufacturer, VIKO.
Stamford Law advises Goodland Group Limited on its acquisition of land in Malaysia valued at approximately RM547.8 million slated for development as commercial and residential properties through the acquisition of the entire issued share capital of Citrine Assets Pte. Ltd.
Director Bernard LUI is leading the transaction.
Stamford Law acted as Singapore counsel to Magicapital Fund L.P. in relation to Magicapital's investment in Novel Food Manufacturing Co Pte. Ltd.
Novel is the holding company of Dean Fa Food Company (典發食品（蘇州）有限公司), a company involved in the frozen food industry in the People's Republic of China. Magicapital is a private equity firm based in Taiwan and the People's Republic of China with a focus on growth capital investments in the Greater China region.
The Stamford Law team was led by director LEAN Min-tze.
Stamford Law is advising SGX-listed Giken Sakata (S) Limited on: (i) its proposed acquisition of a majority stake in Cepu Sakti Energy Pte. Ltd. for an aggregate consideration of up to S$48 million; and (ii) its proposed diversification into the oil and gas services sector.
Director LIM Swee Yong and associate director, Marcus TAN are leading the transaction.
We are pleased to announce that the Firm has won 3 awards at the ALB Southeast Asia Law Awards 2014. The firm took home the SE Asia M&A Deal of the Year, Singapore M&A Deal of the Year and the SE Asia Deal of the Year awards. The winning transaction for all three awards was the highly watched takeover of Fraser & Neave, Limited (F&N), in which the firm acted for F&N. Congratulations to the team!
Winners were announced at the awards dinner and ceremony held on 29 May 2014 at the Fullerton Hotel. For more information on the Awards and the winners, please click here.
On 14 April 2014, it was announced that Sound Investment Holdings Pte. Ltd., a wholly-owned subsidiary of CapitaLand Limited, intended to make a voluntary conditional offer to acquire all the remaining shares in CapitaMalls Asia Limited (CMA), CapitaLand's 65.3% subsidiary, for S$2.22 per share. The offer was increased to S$2.35 per share on 16 May 2014, valuing CMA at S$9.16 billion.
CMA is dual-listed on the SGX-ST and the HKSE. The offer was made with the underlying intention to de-list CMA from the SGX-ST so as to fully integrate it into the CapitaLand Group.
Stamford Law is advising Deutsche Bank AG, Singapore Branch in relation to its role as the independent financial adviser to the Independent Board Committee of CMA.
The team is led by director, LEAN Min-tze.
In January this year, Sun Hung Kai International Limited (SHKI) was publicly reprimanded and fined HK$12 million by the Securities and Futures Commission of Hong Kong (SFC) for poor due diligence practices and failing to maintain adequate records in its role as a sponsor in the listing of Sino-Life Group Limited (Sino-Life) on the Growth Enterprise Market of the Stock Exchange of Hong Kong Limited (GEM). In addition, SHKI’s licence to advise on corporate finance was suspended for one year. Amongst others, SHKI had failed to disclose and explain a 45% difference between the respective cash flow figures reported by two accounting firms, a difference which was regarded as material as it impacted on whether Sino-Life satisfied the listing requirement for positive operating cash flow. On appeal to the Securities and Futures Appeal Tribunal (Tribunal), the Tribunal affirmed the SFC’s decision and laid down several principles in relation to the duties of sponsors in initial public offerings (IPOs). Given the substantial overlap between these principles, and the legislation and guidelines governing such duties in Singapore, this decision should be of particular interest to IPO managers in Singapore.
When is a restraint of trade clause enforceable? The High Court has issued a timely reminder in the case of Lek Gwee Noi v Humming Flowers & Gifts Pte Ltd (Lek Gwee Noi) that the enforceability of restraint of trade clauses in employee contracts remains a fact-specific inquiry into the reasonableness of the clause, given the unique circumstances of each employee. It is not an exercise of simply using sample and past boilerplate clauses which may appear reasonable in a different circumstance.
Stamford Law advised TalkMed Group Limited in relation to its initial public offering and listing on the Catalist board of the SGX-ST to raise proceeds of approximately S$21 million by way of a placement of 105,143,000 new shares at the issue price of S$0.20 each.
TalkMed Group Limited provides medical oncology services to patients under the Parkway Cancer Centre brand name, through a contractual arrangement between its wholly-owned subsidiary, Singapore Cancer Centre Pte. Ltd. and Parkway Hospitals Singapore Pte. Ltd.
The team was led by director, YAP Lian Seng.
Stamford Law is advising on the S$285 million acquisition of Scott and English Energy Pte. Ltd. by SGX Mainboard-listed Swissco Holdings Limited, a leading marine service provider for the offshore oil and gas industry. Scott and English is in the business of owning and leasing mobile offshore drilling units and service rigs for exploration and production activities.
The transaction team was led by director, Bernard LUI and associate director, Kenneth CHEOW.
Stamford Law acted as Singapore legal adviser to a consortium of Chinese investors including Bank of China Group Investment Limited, a large Chinese insurance company, HOPU Logistics Investment Management Company Limited and other state-owned companies and institutional investors (the Investor Consortium), in its investment of up to US$2.5 billion in Global Logistic Properties Limited, a provider of modern logistic facilities listed on the Mainboard of the SGX-ST, and its wholly-owned Chinese subsidiary, Iowa China Offshore Holdings (Hong Kong) Limited (China Holdco).
The transaction is split into two tranches:
(1) First tranche of US$1.6 billion comprising US$1.48 billion of new shares in China Holdco and US$163 million of new shares in Global Logistic Properties Limited; and
(2) Second tranche of up to US$875 million of new shares in China Holdco.
The deal team was led by director, YAP Lian Seng.
Stamford Law won the M&A Deal of the Year award at the International Financial Law Review (IFLR) Asia Awards 2014, which was held in Hong Kong on 26 February 2014. The award was in recognition of the firm's role in one of the largest ever takeovers in Southeast Asia - the contested takeover of Fraser & Neave Limited (F&N). Stamford Law advised F&N, the target, through the stages of this highly publicised deal.
The team was led by directors, LEAN Min-tze and YAP Lian Seng, and this win further cements the firm's leading M&A practice. Congratulations!
Aalberts Industries N.V. has announced its intention to make a voluntary public offer to the shareholders of Impreglon SE and its agreement with the major shareholders to participate in the public offer. The public offer equals a total consideration of approximately €119m for all outstanding shares.
The final act of the market abuse court case involving representatives of Bank of Cyprus and Banca Transilvania. Which lawyers defended the representatives of Bank of Cyprus? What is the relevance of this case in the context of the Romanian Capital Market and what are the aspects to be considered by the regulators, investors, brokers and issuers in the overall European context of enhanced enforcement of market abuse rules?
Azmi & Associates, in collaboration with another international law firm, has recently advised a local aviation company in a tendering process with [Australian government] for the provision of [aeromedical support services covering the southern part of Australia]. This bid exercise was taken via a Joint Venture [JV] arrangement between the local aviation company and an Australian organization, whom was advised by an Australian law firm . Both JV partners have commited a certain amount of [aircrafts] for this bid exercise. The value of the tender award is reported to be approximately in excess of USD 500 million for a period of 10 years.
Azmi & Associates' depth of expertise in the aviation industry is expanding. Amongst other aviation deals handled by Azmi & Associates are aircraft financing, aircraft leasing and many more.
Partner, Rosinah Mohd Salleh, led this exercise and was assisted by a team of solicitors.
AstapovLawyers International Law Group has represented a Ukrainian retail group Varus in potential acquisition of ten retail sites from a Russian retailer. The transaction valued around USD 10 mln. AstapovLawyers team provided legal advice on deal structuring, drafted and negotiated initial transactional documents, as well as assisted with other matters.
A recent court decison decides on a carrier's liabiity under a contract of cariage incorporating a "network liability" rule.
On June 2014, the VEGAS LEX law firm and the International Medical Device Manufacturers Association (IMEDA) held a workshop on anti-monopoly risk management on the market for medical products and equipment.
On June 24, 2014 the VEGAS LEX law firm, the Russian National Association of Pension Funds (NAPF) and the Khanty-Mansi Non-Government Pension Fund organized a workshop on dispute resolution on the market for pension funds and pension savings management. The event was supported by the NAPF training and information center.
The 2014 St. Petersburg International Legal Forum - the most important legal event of the year - took place from June 18 to 21.
On June 5, 2014, head of VEGAS LEX's Fuel and Energy Projects Group Alexander Lavrentyev presided over an educational workshop, Agreements in the energy sector: legislation and practice, at the Moscow Business School.
On June 19, 2014, the VEGAS LEX law firm organized a roundtable, Major tax trends in Russia.