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Arnold & Porter’s Washington DC office includes the founding partner of its corporate governance practice, Michael L Bernstein, the chair of its corporate and securities practice, Kevin Lavin, the chair of its securities enforcement and litigation group, Michael Trager, and securities lawyer Richard Baltz. Key figures in San Francisco include Teresa Johnson and Gilbert Serota. The firm advised the board of directors of Wells Fargo on shareholder derivative demands and on litigation naming members. It serves as outside counsel to the Charles Schwab board of directors in connection with shareholder derivative demands and in litigation, and advises the same client on securities and disclosure issues. Other clients include savings and loan holding company Astoria Financial Corporation and private equity firm American Capital, which the firm advises on securities law compliance.

Trusted Advisor - with Finnegan

IP specialist Finnegan detail how their collaborative approach makes for a unique culture which is designed to allow them to work with clients in a way which is cognizant of the challenges facing all companies today.

Cleary Gottlieb Steen & Hamilton LLP’s team is ‘client-focused, collaborative and technically very strong’. Nicolas Grabar advises Brazilian state oil and gas company Petrobras on issues such as SEC reporting, and acts for Embraer in matters relating to shareholder activism and corporate reorganizations. Ethan Klingsberg, Pamela Marcogliese and Glenn McGrory were among those that advised Google on corporate, IP, tax, employment and securities issues surrounding its corporate reorganization. Other clients include Verizon Communications, which the firm assisted with the preparation of its annual proxy statement, and Sabre Corporation, which Marcogliese advised on disclosure issues, the review of corporate charters and stock exchange requirements.

Latham & Watkins LLP acts for Actavis, Allergan, American Airlines, T-Mobile, Live Nation Entertainment and others in relation to securities law and other corporate governance matters. The firm recently assisted Advanced Micro Devices, Digital Realty Trust and Xenia Hotels & Resorts with CEO transitions. For clients such as Amphenol Group and Omnicom Group, it provided advice on shareholder engagement, obtaining SEC no-action relief to exclude activist shareholder proposals. Chicago-based Bradley Faris and Washington DC-based Rachel Sheridan successfully defended Allison Transmission Holdings against campaigns by shareholder activists seeking seats on the client’s board. Charles Ruck in Orange County and Washington DC-based Joel Trotter successfully acted for Checkpoint Systems when a shareholder sought board representation and to prevent the sale of the company. Trotter and the Los Angeles-based Steven Stokdyk chair the global public company representation practice and Faris chairs the global M&A practice together with fellow Chicago lawyer Mark Gerstein.

Linklaters LLP is a ‘very impressive firm that provides prompt responses and practical, strategic advice’. The international governance and development practice is led by the New York-based Lance Croffoot-Suede: ‘a true business partner who provides creative solutions to unique problems in high-stakes situations’. Croffoot-Suede works closely with colleagues in London and Dubai as well as senior associate Ulysses Smith in New York. The firm not only advises clients on the structure, rules and procedures of boards of directors, but also designs governance models and board structures to address issues such as fraud, corruption and sanctions compliance. Clients include private enterprises, NGOs and foundations in numerous countries. New Partnership for Africa’s Development, the World Humanitarian Summit, the United Nations Centre for Policy Research, the International Federation of Red Cross and Red Crescent Societies, and Maybank Islamic Berhad are all clients.

Highlights for Sullivan & Cromwell LLP included acting for Bayer in its bid to acquire Monsanto and advising Suncor Energy on proxy contests. The firm represented the special committee of Solera Holdings in connection with its merger agreement with Vista Equity Partners. It also advised Wells Fargo on issues connected with its sales practices and Volkswagen on matters arising from its emissions controversy. It served as counsel to UBS Securities, Morgan Stanley, Goldman Sachs, Credit Suisse Securities and others acting as financial advisers to companies involved in M&A transactions. Marc Treviño and Glen Schleyer lead the practice, which is headquartered in New York. Other key figures include Rodgin Cohen and Stephen Kotran.

Weil, Gotshal & Manges LLP’s ‘top-notch’ practice is headed by Ellen Odoner out of New York. Her colleagues in that city include Lyuba Goltser and the ‘exceptional’ Howard Dicker, who has ‘extraordinary depth of knowledge and the ability to get to the heart of an issue’. Key figures in the Washington DC office include PJ Himelfarb and Adé Heyliger. Among other recent mandates, Odoner advised General Electric on securities and governance aspects of its exit from GE Capital. Dicker assisted Dow Chemical with devising the governance structure of the new company formed through its merger with DuPont. Himelfarb acted for a Canadian mining company in its acquisition of another Canadian mining company through a scheme of arrangement intended to be exempt under the US securities laws. Other clients include MasterCard, Sanofi, Campbell Soup and the Estée Lauder Companies.

Baker & Hostetler LLPmakes every effort to engage with clients and understand their issues’. The firm serves as securities compliance and related governance counsel to Enbridge Energy Partners, which it advised on its $1.6bn public offering of senior unsecured notes. It successfully defended Guaranty Bancorp and its board of directors against an attempt to enjoin its shareholders from voting on a proposed acquisition and represented FirstMerit Bank in litigation concerning a proposed merger. Other clients include Ferro Corporation and Chesapeake Utilities Corporation. Robert Weible heads the practice from Cleveland, where his colleagues include Suzanne Hanselman and Steven Dettelbach. Other key figures include Columbus-based Robert Rupp and Atlanta-based James Rawls. The firm is also well staffed in Denver, New York and Orlando.

Hogan Lovells US LLP’s practice is led by Washington DC-based securities law expert Alan Dye, who is advising KaloBios Pharmaceuticals on various securities and corporate governance matters and advised McCormick & Co on disclosure requirements and tender offer rules concerning its offer to purchase Premier Foods. In the same city, Richard Parrino assisted Dell Technologies with its transition from private to public company following its merger with EMC Corporation, and Amy Bowerman Freed provided securities and disclosure advice to News Corp. John Beckman’s clients include beverage company Brown-Forman Corporation and aerospace and defense company Orbital ATK. Baltimore lawyer William Intner acted for Laboratory Corporation of America Holdings in a comprehensive review of governance matters following a major acquisition.

The ‘excellentKing & Spalding LLP has a ‘strong team of very responsive and professional attorneys’. The team, which is based in Atlanta, is led by Cal Smith and William Baxley. Together with Alan Prince, Baxley advised Carmike Cinemas on governance issues connected to communications with several shareholder activists. Jeffrey Stein acted for Under Armour in the creation of a new class of non-voting stock. Keith Townsend assisted Concurrent Computer Corporation with the adoption and implementation of a shareholder rights plan, and with handling shareholder activism. Other highlights included acting for the special committee of the board of directors of Books-A-Million in a going-private transaction. ‘Excellent’ New York-based attorney Robert Leclerc became a partner in January 2016.

The ‘incredibleRichards, Layton & Finger, P.A. is a Delaware firm that ‘provides exemplary service’ and is highly regarded by peers in other states. The firm advises corporations, officers, directors, board committees and stockholders on their fiduciary duties, M&A, board and stockholder meetings, and internal investigations. It often acts for special committees during going private and financing transactions. Mark Gentile and Donald Bussard advised Reynolds American on an investment by British American Tobacco; the ‘terrific’ Gregory Varallo has acted for News Corp; the ‘excellent’ Srinivas Raju assisted the special committee of the board of directors of Crown Media Holdings and the conflicts committee of Access Midstream Partners. Michael Allen is ‘exceptional in all respects’.

Sidley Austin LLP provides ‘practical, actionable advice and exceptional service’. The firm helps clients respond to shareholder activist approaches, address shareholder challenges to governance changes, respond to whistle-blower allegations and crises, handle CEO succession, determine director compensation, and conduct internal investigations. Key figures in the Chicago office include the ‘top-notchThomas Cole and the ‘responsive and very knowledgeable’ John Kelsh. New York is home to George Madison and Holly Gregory, while Thomas Kim and Kevin Lewis are based in Washington DC and Houston respectively.

The ‘excellentSullivan & Worcester LLP delivers ‘practical advice backed up by impressive legal and industry knowledge’. The practice group leader is Boston-based Howard Berkenblit and the practice group co-leaders, based in Washington DC, are David Leahy and David Mahaffey (who is ‘a business lawyer with outstanding skills who finds appropriate and practical solutions’). Berkenblit advises Select Income REIT on securities offerings, disclosure, listing standards and Sarbanes-Oxley Act and Dodd-Frank Act compliance, while he and William Curry do the same for Senior Housing Properties Trust, Iron Mountain, Government Properties Income Trust and others. Leahy serves as independent counsel to the independent trustees of Legg Mason’s fixed income funds and Mahaffey does the same for the independent trustees of the Virtus Funds.

Willkie Farr & Gallagher LLP’s highlights included securing the dismissal in the New York Court of Appeal of a case against its client Kenneth Cole, which was brought by shareholders challenging its going-private transaction. The firm also advised the special committee of the board of directors of WuXi Pharma Tech on a leveraged buyout and acted for the special committee of the board of National Interstate in its proposed merger with Great American Insurance Company. It assists the boards of several funds with a broad range of routine and specialized matters. Key figures in the corporate governance area include corporate and financial services lawyer Steven Gartner and litigator Tariq Mundiya, who together head the practice, as well as Barry Barbash, Margery Neale and Michael Schwartz. All are based in New York.

WilmerHale’s public company counseling group is chaired by Knute Salhus in New York and the ‘very practical’ Jonathan Wolfman in Boston. Key figures in Washington DC include governance specialist Thomas White, securities law experts Lillian Brown, Jennifer Zepralka and the ‘outstanding’ Meredith Cross, and Erika Robinson, who focuses on capital markets transactions. Boston-based Hal Leibowitz is the M&A practice group chair. The firm serves as outside counsel to many public companies, advising them on SEC and stock exchange requirements, as well as Sarbanes-Oxley Act and Dodd-Frank Act compliance, and the handling of activist shareholder interventions. Clients include Activision Blizzard, Hasbro, PepsiCo and Staples.

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  • Bär & Karrer Advises CEVA Logistics on its IPO, the anchor investment by CMA CGM and its migration

    CEVA Logistics, one of the world's leading third-party logistics companies, successfully priced its IPO and listed its shares on the SIX Swiss Exchange, where trading commenced on 4 May 2018. With a market capitalization of CHF 1.6 billion and generating gross proceeds of CHF 821 million, this is so far considered as the largest IPO on the SIX Swiss Exchange for 2018. In addition, CMA CGM, the third largest container shipping group in the world, has committed to make a strategic cornerstone investment in CEVA Logistics by purchasing CHF 379 million of mandatory convertible securities which will convert into shares of CEVA Logistics once certain regulatory approvals have been obtained. Simultaneously with the IPO, CEVA Holdings, the former holding company of the CEVA group, migrated from the Marshall Islands to Switzerland by way of a cross-border merger with CEVA Logistic as the surviving company.
  • BAG: Employer not liable for harm caused by vaccine

    Employers who have flu vaccines administered within their company are not liable for any harm that might occur as a result of the vaccine. That was the verdict of the Bundesarbeitsgericht (BAG), Germany’s Federal Labour Court, in a recent ruling.
  • Tax Update

    Cyprus Tax Department has announced that, as of June 1 st 2018 , the following taxes, not bearing interest and charges, can ONLY be paid via JCCsmart (website ) . JCCsmart is a Cyprus portal used to contact payments to various organizations including the Government. This measure follows the successful implementation of the Pay As You Earn (PAYE) tax withheld from employees through JCCsmart.
  • Bär & Karrer Advises on the Financing of the Largest Thermoelectric Plant in Latin America

    Centrais Elétricas de Sergipe S.A. (CELSE) has successfully issued bonds for approx. USD 1 billion equivalent in local currency at a fixed, long-term rate in international capital markets. The innovative bond issue is guaranteed by the Swiss Export Risk Insurance (SERV), the export credit agency of Switzerland. The bonds are part of a financial package to finance the development, design, construction, operation and maintenance of a thermoelectric power plant by CELSE in the state of Sergipe in the northeast region of Brazil. Besides the bond issue for approx. USD 1 billion, the transaction includes a USD 200 million loan from the International Finance Corporation and a financial package of the Inter-American Development Bank in the amount of approx. USD 300 million. Once operational expected for in 2020, CELSE will sell electricity to 26 distribution companies in Brazil, becoming the largest and most efficient thermoelectric plant in Latin America and the Caribbean.
  • BAG: Threats made by employee can justify dismissal with immediate effect

    Employers do not have to accept threats made by employees. These can constitute good cause justifying extraordinary notice of dismissal with immediate effect, as demonstrated by a ruling of the Bundesarbeitsgericht (BAG), Germany’s Federal Labour Court.
  • SyCipLaw is Tier 1 Firm in IP STARS 2018 Rankings

    SyCip Salazar Hernandez & Gatmaitan (SyCipLaw) was once again ranked by Managing IP’s IP STARS 2018 as a Tier 1 firm in Patent and Trademarks/Copyright in the Philippines. In addition, SyCipLaw partners Enrique T. Manuel and Vida M. Panganiban-Alindogan are ranked as Trade mark star – Philippines . Mr. Manuel is also ranked as Patent star – Philippines .
  • Bär & Karrer Advises on Partial Self-Tender Offer

    On 21 September 2017, an extraordinary shareholders' meeting of the SIX Swiss Exchange listed N.V. authorized the board of directors to repurchase up to 33 1/3% of the company's share capital by means of a partial self-tender offer. The resolution adopted under Dutch law contained detailed information, among others regarding the period for which the authorization is granted, the manner in which the shares are repurchased and the price range within which the offer price must be set.
  • New Serbian Law on Foreigners Adopted

    In March 2018, the new Serbian Law on Foreigners was adopted, replacing the 2008 version of this law- in force until recently without any amendments. The new law will enter into force on 3 October 2018.
  • The Serbian Law on Foreign Exchange Amended

    On 20 April 2018, the amendments to the Law on Foreign Exchange (the “Law ”) were adopted and will enter into force on 28 April 2018 . Exceptionally, the application of certain provisions related to the assuming of competencies over foreign exchange control by the National Bank of Serbia is delayed until 1 January 2019.
  • Bär & Karrer Advises Vyaire Medical on its Acquisition of Acutronic Medical Systems

    Vyaire Medical, Inc., a global leader in respiratory care, acquired all shares in the Acutronic Medical Systems group, a Switzerland and Germany-based leader in the design and manufacture of neonatal ventilation equipment.