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The firm: Dentons is designed to be different. As the world’s largest law firm with 20,000 professionals in over 200 locations in more than 80 countries, we can help you grow, protect, operate and finance your business. Our polycentric and purpose-driven approach, together with our commitment to inclusion, diversity, equity and ESG, ensures we challenge the status quo to stay focused on what matters most to you. www.dentons.com

Areas of practice: Dentons’ lawyers and professionals provide services in the following practice disciplines and industry sectors:

Banking and finance: Dentons covers every aspect of banking and capital markets transactions in the world’s leading financial centres. Dentons helps clients access and invest new sources of capital, develop and use financial products, structure financing transactions, comply with regulations, respond to investigations and resolve disputes..

Competition and antitrust: Dentons provides legal advice and judicial assistance in all aspects of national and EU competition law, consumer law, state aid, tender procedures and regulatory issues. Clients receive tailored, industry-focused advice on complex litigation, investigations by competition authorities, merger control, competition compliance, or commercial arrangements.

Corporate and M&A: Dentons provides clients with comprehensive legal advice on public and private M&A, joint ventures, corporate finance, private equity, disposals, corporate restructurings, and general commercial, antitrust and corporate governance issues.

Litigation, dispute resolution and arbitration: Dentons’ highly reputable Litigation and Dispute Resolution lawyers are particularly well known for helping clients resolve disputes in energy, construction and engineering, banking, restructuring and insolvency, life sciences and retail. The team is also highly experienced in EU trade disputes, investigations and international arbitration.

Energy: with one of the world’s leading energy practices, Dentons guides clients on strategy, market entry, transactions, regulatory issues and dispute resolution. Its clients include oil majors, independents, distributors, power generators and utilities, financial institutions, public entities and large customers, new energy and old..

Real estate: Dentons’ real estate practice is the largest in the world. It advises real estate owners, investors and lenders on some of the most complex development, acquisition, disposition, debt and equity transactions in today’s market.

Restructuring, insolvency and bankruptcy: Dentons’ teams formulate strategies for trustees, bondholders, investors, traders, debtors, creditors and creditor committees around the world as they pursue claims for clients through negotiation and litigation.

Press Releases

Dentons advised on the global offering of €75 million 4.60 per cent. Credit Enhanced Bonds due 2026 for Gaoyou City Construction Investment Development Group

7th March 2023 Dentons has represented Gaoyou City Construction Investment Development Group, a leading state-owned infrastructure construction company principally engaged in the construction of municipal infrastructure, water facilities, roads, environmental governance-related facilities and shantytown redevelopment projects in Gaoyou City and Suzhou City, in its global offering under Regulation S of its English law governed €75 million 4.60 per cent. Credit Enhanced Bonds due 2026, with the benefit of an irrevocable Standby Letter of Credit issued by Bank of Jiangsu Co., Ltd., Yangzhou Branch, underwritten by China Industrial Securities International, Industrial Bank of Co. Ltd., Hong Kong Branch, Shanghai Pudong Development Bank, Hong Kong Branch, China Minsheng Banking Corp., Ltd., Hong Kong Branch, CEB International, Guotai Junan International, Guosen Securities (HK), Central Wealth Securities Investment Limited, CNCB Capital, CITIC Securities, CMBC Capital, China International Capital Corporation and Caitong International.

Dentons Rodyk kicks off 2023 with the introduction of next generation leaders

16th January 2023 Singapore’s Big Five law firm Dentons Rodyk unveiled its new Executive Committee and also announced the admission of two outstanding young individuals into the senior partnership of the firm, with effect from 1 January 2023.

Court of Appeal releases written grounds for upholding decision in US$1.48b environment related claim

9th December 2022 The Singapore Court of Appeal on 2 December 2022, issued its written grounds for upholding the High Court (General Division)’s decision in Ok Tedi Fly River Development Foundation Ltd and others v Ok Tedi Mining Ltd and others [2021] SGHC 205. The appeal was successfully resisted by the Dentons Rodyk team led by Mark Seah, Co-Head of the Litigation Practice and comprised Andrea Gan, Martin See, Alexander Choo and Philip Teh. TSMP Law Corporation’s Mr Adrian Tan and Dr Tang Hang Wu acted for the Appellants.

Mr. Phuc Le rejoined Dentons LuatViet to strengthen its offshore legal services

7th July 2022 Dentons LuatViet is delighted to welcome back Mr. Phuc Le to join our firm as a Special Counsel. He will primarily provide legal services to our clients in the US and Moscow.

Singapore Big Five Law Firm Dentons Rodyk Boosts Corporate Practice with Two Senior Lawyer Hires

4th July 2022 Singapore, 1 July 2022 – Singapore’s Big Five Law Firm Dentons Rodyk are today announcing the arrival of senior corporate lawyers Evelyn Ang and Emily Low. Together with six other lawyers, they join Dentons Rodyk from Big Four accounting firm EY’s Singapore law practice, Atlas Asia Law Corporation (AALC). The news follows Dentons' recently launched combination with leading Vietnamese law firm LuatViet, as the Firm pursues its goal of being the leading pan-ASEAN law firm.

Dentons launches combination with LuatViet in Vietnam

17th June 2022 Dentons has launched its previously announced combination with leading Vietnamese law firm, LuatViet, which has more than 40 legal professionals serving clients from offices in Ho Chi Minh City and Hanoi.

Former Deputy Director of Attorney-General’s Chambers Navin Naidu joins Big Five Law Firm Dentons Rodyk

17th June 2022 Big Five Law Firm Dentons Rodyk & Davidson LLP is pleased to announce the arrival of Attorney-General’s Chambers’ former Deputy Director Navin Naidu to the firm’s White Collar and Government Investigations practice.

How Singapore’s Big Five law firm Dentons Rodyk is embracing the future of work and ditching its traditional office for good

14th April 2022 Visions for the future of work have never been bolder. The COVID-19 pandemic changed notions on how many felt a work environment should be. The world was rushed into accelerating technology adoption, increasing digital connectivity and embracing virtual collaboration. As we usher in a new and dynamic decade, Dentons Rodyk envisions the future of work by ditching its traditional office for good and introducing a permanent hybrid work model.

Dentons secures final victory for ICT on European patent infringement case against ESSITY

18th August 2020

Global law firm Dentons is pleased to announce that the Paris Court of Appeal, the Higher Regional Court of Karlsruhe and the Barcelona Provincial Court have all issued final decisions dismissing Essity’s claims of patent infringement in regards to Industrie Cartarie Tronchetti’s (ICT) three ply toilet paper. With Dentons’ counsel, ICT successfully demonstrated beyond a doubt that its branded and private label products are produced based on its own proprietary process, and patented under European patent 2 353 859. 

Dentons has been advising Industrie Cartarie Tronchetti S.p.A since 2016. Based in Lucca, ICT is a leader in the category of high quality tissue paper products for domestic use, and has subsidiaries in Italy, Spain, Germany, France and Poland.

The Paris decision, which is the most recent, ends a long-running patent infringement litigation with Essity and affirms ICT can continue to produce and distribute absorbent paper based on its own proprietary technology. The three courts in France, Germany, and Spain have confirmed ICT’s argument that it is using its own novel technology, also patented. Essity’s claims of infringement were based on a patent originally filed by Georgia Pacific, and subsequently becoming Essity’s.

Dentons partner David Masson served as lead partner and represented ICT in France. Dentons partner Dr. Constantin Rehaag represented ICT in Germany, and PwC partner Alejandra Matas Brancós represented the client in Spain, with the support of Dentons partner Juan Ignacio Alonso.

David Masson, lead lawyer on the case, commented: “It has been very interesting to understand ICT’s own technology and work closely with different teams, including ICT’s R&D department, which has been part of all strategic and technical decisions throughout the case”.

Constantin Rehaag, who represented the client in the German court hearings and coordinated the work with the client’s patent attorneys, said: “This is an outstanding success of a great team formed by the client, who provided us with invaluable technological insight, the team of patent attorneys and, finally, by the Dentons teams in France, Spain and Germany.”

The patent litigation began in 2016 when Essity sued ICT in France, Germany and Spain for the alleged infringement of its patent related to the technical solution for the bonding of three layers of tissue for paper products such as high quality, soft and bulky, toilet paper.

In France, Essity claimed that ICT had breached the French part of its European patent 1 081 284 and that the toilet paper marketed as Foxy Soie Plus, and also certain other private labels produced by ICT France, had infringed on their patent. Essity demanded that all production operations be halted. The rolls of toilet paper were carefully analyzed and there were no findings of infringement. The two French courts - in first instance and appeal - rejected the claims and ordered Essity to pay compensation for the legal fees to ICT Italy and ICT France.

In Germany, the case was first taken to the Mannheim District Court, which is well reputed in patent matters. The lawsuit mainly focused on the complex questions regarding the construing of the claims of Essity’s patent. The court ruled in favour of ICT, and Essity filed an appeal. In August 2019, the Higher Regional Court of Karlsruhe also ruled that the German subsidiary of ICT did not infringe the German part of the patent 1 081 284.

In Spain, after a first decision in favor of Essity in the lower court, the Barcelona Provincial Court clearly stated in a written appeal that ICT’s products - and in particular, Foxy Seda, Foxy Bouquet, certain three-ply private label products - did not infringe the Spanish part of the patent 1 081 284.

About ICT

Industrie Cartarie Tronchetti (ICT) was founded in 1976 in Italy, in the Lucca province, to operate in the tissue sector, producing high quality paper exclusively from virgin fibre. The first production facility was opened in 1978 in Piano della Rocca, Lucca, and over the years new plants and facilities have been set up in Piano della Rocca, Diecimo and Piano di Coreglia. The Foxy brand, one of the leading brands in the European market, was launched in 1982. ICT is an example of excellence in the paper industry, in full harmony with the tradition of the Lucca region, where the most important Italian papermaking hub is located, on a par with those of Green Bay (USA) and Fuji (Japan). In Lucca in particular, great expertise has been nurtured in the field of paper for household use, and the city is in fact known as the world tissue capital. Today, ICT SpA boasts an annual production capacity of about 160,000 tonnes.

About Dentons

Dentons is the world's largest law firm, connecting talent to the world's challenges and opportunities in more than 75 countries. Dentons' legal and business solutions benefit from deep roots in our communities and award-winning advancements in client service, including Nextlaw, Dentons’ innovation and strategic advisory services. Dentons' polycentric and purpose-driven approach, commitment to inclusion and diversity, and world-class talent challenge the status quo to advance client and community interests in the New Dynamic.

Dentons advises Snam on US$10.1 billion consortium investment in ADNOC Gas Pipelines

3rd August 2020 Global law firm Dentons advised Italian-based multinational energy infrastructure operator Snam in relation to its agreement, in consortium with several international investment funds, to purchase a 49 percent share of ADNOC Gas Pipelines from The Abu Dhabi National Oil Company (ADNOC). ADNOC Gas Pipelines is valued at approximately US$20.7 billion (US$10.1 billion for 49%).

The transaction is one of the most important in the global energy infrastructure sector, as well as Snam’s first acquisition outside Europe.  ADNOC Gas Pipelines holds the tariff-based rights for the 38 pipelines that connect ADNOC’s upstream activities to Abu Dhabi’s consumption points and the export and interconnection terminals to neighboring Emirates.

The transaction was financed by a pool of international banks for approximately $8 billion, plus an equity contribution from each of the consortium members.  In addition to Snam, the other consortium members included Global Infrastructure Partners, Brookfield Asset Management, GIC, Ontario Teachers’ Pension Plan, and NH Investment & Securities.

Dentons acted with a cross-border team from Italy and UAE, coordinated by partner Sara Biglieri in Milan.  Partners Luca Pocobelli (Rome) and Mhairi Main Garcia (Dubai), counsel Claudio Segna (Milan), senior associate Craig Hughson (Abu Dhabi) and associate Stephanie Hawes (Dubai) advised on corporate and M&A aspects. Partners Alessandro Fosco Fagotto (Milan) and Stephen Knight (Abu Dhabi), counsel Franco Gialloreti, senior associate Tommaso Zanirato and junior associate Giulia Caselli Maldonado (all Milan) advised on financing aspects. Partner Michele Carpagnano (Rome) and associate Giulia Giordano (Rome) advised on the competition and antitrust aspects.

Snam’s internal legal team was led by General Counsel, Marco Reggiani - assisted by Michela Schizzi, Senior Vice President Regulated Assets Legal Affairs - and included senior legal counsels Rosanna Pallotta and Claudia Jolanda Fanelli.  The legal aspects related to the financing were handled, together with Marco Reggiani, by Gloria Bertini, Head of Finance and Capital Market Legal Affairs and Roberta Di Mauro, legal counsel.

Dentons advises Investitionsbank Berlin (IBB) on the establishment of the EU Malaria Fund

3rd August 2020 The EU Malaria Fund was initiated by the kENUP Foundation, a not-for-profit organization promoting research-based innovation with public and societal benefit. The fund is managed by the IBB Group. The target volume of the fund amounts to €280 million, with a first closing of €70 million on June 3, 2020.A Dentons team from Berlin, Frankfurt, Dusseldorf and Munich provided comprehensive advice to IBB Group on the establishment of the EU Malaria Fund. This included the development of the legal and tax conception of the fund, regulatory advice, corporate law support on the setup of the fund, and the negotiation of the financing agreements with the EIB, the Bill & Melinda Gates Foundation and other investors.Berlin-based partner Dirk-Reiner Voss and Frankfurt-based partner Arne Klüwer jointly led the Dentons team, with support from partners Stephan Busch, Matthias Santelmann and senior associates Holger Hölkemeier and Bernd Düsterbeck in Berlin; counsel Verena Etzel and Oda Elmoutaouakil in Frankfurt; partner Axel Schlieter in Dusseldorf, and partner Richard Fagerer in Munich.About DentonsDentons is the world's largest law firm, connecting talent to the world's challenges and opportunities in more than 75 countries. Dentons' legal and business solutions benefit from deep roots in our communities and award-winning advancements in client service, including Nextlaw, Dentons’ innovation and strategic advisory services. Dentons' polycentric and purpose-driven approach, commitment to inclusion and diversity, and world-class talent challenge the status quo to advance client and community interests in the New Dynamic. www.dentons.com

Dentons advises on ACS Group’s €500 million NEU-CP Program

3rd August 2020 Dentons, the world’s largest law firm, has advised Spanish-based multinational construction group, Actividades de Construcción y Servicios, S.A. (ACS), on the renewal of its €500 million Negotiable European Commercial Paper (NEU-CP) Program. The NEU-CP program is registered with the Central Bank of France, with the involvement of BNP Paribas, BRED Banque Populaire, Crédit Agricole Corporate and Investment Bank, ING Bank N.V. and Natixis, as dealers for the Notes.Headquartered in Madrid, the ACS Group is a worldwide leader in construction and services. It is currently the only non-financial issuer with a NEU-CP Program registered with the Central Bank of France.Dentons’ Capital Markets group in Madrid advised ACS on all aspects of the transaction. Partner Ignacio Corujo led and coordinated the transaction with the support of junior associate Ana Artola.Ignacio Corujo joined Dentons in January this year to establish and lead the Capital Markets group in Spain. In addition to this most recent deal for ACS, he has closed several high-value debt capital markets deals since his move, including most notably, Grupo Cajamar’s €1 billion issuance of mortgage bonds, as well as Sacyr’s renewal of its €500 million EMTN Program.About DentonsDentons is the world's largest law firm, connecting talent to the world's challenges and opportunities in more than 75 countries. Dentons' legal and business solutions benefit from deep roots in our communities and award-winning advancements in client service, including Nextlaw, Dentons’ innovation and strategic advisory services. Dentons' polycentric and purpose-driven approach, commitment to inclusion and diversity, and world-class talent challenge the status quo to advance client and community interests in the New Dynamic. www.dentons.com 

Dentons advises UniCredit on a €450 million secured sustainability-linked financing for Gunvor Gro

3rd August 2020 Global law firm Dentons has advised UniCredit Bank AG as Mandated Lead Arranger, (Sustainability) Coordinator, Bookrunner, Facility Agent and Security Agent as well as the lenders on a €450 million secured sustainability-linked borrowing base facility agreement with Gunvor Group. Gunvor Group will use the funds to cover the working capital requirements of its Ingolstadt refinery.The innovative financing model is tied to the borrower's achievement of predetermined ESG key performance indicators (Sustainability KPIs) and provides for a sustainability discount or premium in case the company overachieves or underperforms the predefined targets. An independent sustainability auditor will report on the performance of the Sustainability KPIs on an annual basis. The ESG-based scoring of certain key performance indicators provides a unique way for borrowers and lenders to communicate their commitment to sustainability and incentivizes sustainable corporate measures.Participating banks included DZ Bank, KfW IPEX-Bank, Raiffeisen Bank International, Erste Group Bank, Commerzbank, Industrial and Commercial Bank of China, CA Indosuez (Switzerland), Bank of China and First Abu Dhabi Bank.Gunvor Group is one of the world’s largest independent commodities trading houses by turnover, creating logistics solutions that safely and efficiently move physical energy from where it is sourced and stored to where it is demanded. With strategic investments in industrial infrastructure – refineries, pipelines, storage and terminals – Gunvor Group further generates sustainable value across the global supply chain for its customers. UniCredit is one of the pioneers in sustainable loans in the German market.Düsseldorf finance partner Dr. Axel Schlieter fully advised the bank on the drafting and negotiation of the loan agreement. The Dentons team further comprised Julia Heitmann (senior associate, Banking and Finance, Düsseldorf) and Eike Hinrich Pradt (associate, Banking and Finance, Frankfurt). Axel Schlieter is a core member of Dentons’ Sustainable Finance group in Europe and is regularly involved around the topics of issuance of green bonds and on sustainable financing.Advisors to UniCredit: Dentons (Düsseldorf): Dr. Axel Schlieter, (lead partner), Julia Heitmann (senior associate, both banking and finance, Düsseldorf), Eike Hinrich Pradt (associate, banking and finance, Frankfurt am Main)UniCredit inhouse lawyers: Carina Engelhardt, Alexander Strigin, Christian HentrichAbout DentonsDentons is the world's largest law firm, connecting talent to the world's challenges and opportunities in more than 75 countries. Dentons' legal and business solutions benefit from deep roots in our communities and award-winning advancements in client service, including Nextlaw, Dentons’ innovation and strategic advisory services. Dentons' polycentric and purpose-driven approach, commitment to inclusion and diversity, and world-class talent challenge the status quo to advance client and community interests in the New Dynamic. www.dentons.com

Dentons advises Qair on refinancing of the acquisition of Rzepin and Linowo wind farms in Poland

3rd August 2020 Dentons’ Banking and Finance practice team advised Qair SAS, Qair International and Qair Polska Sp.z o.o. in connection with the refinancing of two wind farms under operation, Rzepin (58 MW) and Linowo (48 MW). The financing institutions are BNP Paribas and EBRD.The two wind farms are part of Qair’s larger portfolio of almost 200 MW of renewable energy sources, which also includes 93 MW of new capacity from three wind farms – Udanin (50 MW), Parzeczew (9 MW) and Września (9 MW) – and 25 MW of solar photovoltaic.The project was supervised by Mateusz Toczyski, Head of the Europe and Co-Head of the Global Banking and Finance practice, and led by Tomasz Zwoliński, counsel, with assistance from lawyers Klaudia Szymańska-Rutkowska, Katarzyna Mazur, Katarzyna Kaptur and Jakub Walawski. Supporting the Warsaw team were counsel Surbhi Malhotra-Trenkel in Munich and partners Jean-Marc Allix and Olivier Genevois, and associates Djésia Meziani, Philippine de Fouchier and Hugo Casasnovas in Paris. Dentons’ London team consisting of partner Matthew Sapte and associate Annreika Ray advised on the hedging documentation.“We are very pleased and honored to have had this opportunity to assist Qair in yet another wind power project the company has undertaken in Poland,” said Mateusz Toczyski.“We would like to congratulate Qair on this financing and to wish every success with further developments and investments in Poland and elsewhere in the world,” added Tomasz Zwoliński.About DentonsDentons is the world's largest law firm, connecting talent to the world's challenges and opportunities in more than 75 countries. Dentons' legal and business solutions benefit from deep roots in our communities and award-winning advancements in client service, including Nextlaw, Dentons’ innovation and strategic advisory services. Dentons' polycentric and purpose-driven approach, commitment to inclusion and diversity, and world-class talent challenge the status quo to advance client and community interests in the New Dynamic. www.dentons.com

Dentons advises Sev.en Energy on aacquisition of US-based Blackhawk Mining

3rd August 2020 Dentons has advised international energy group Sev.en Energy on its strategic acquisition of US-based metallurgical coal producer Blackhawk Mining, LLC. C. The transaction comes on the heels of Sev.en Energy’s acquisition of a 17% ownership interest in Corsa Coal in May 2020, further reinforcing its access to the metallurgical coal mining industry in the US market.Blackhawk Mining is one of the largest metallurgical coal producers in the US. With annual production capacity of seven to eight million tonnes of metallurgical coal among its five underground and open pit mining complexes in West Virginia and Kentucky, Blackhawk Mining is an important supplier of metallurgical coal both locally and internationally. It also owns three thermal coal mine complexes producing three to four million tonnes per annum. In 2019, Blackhawk Mining had $1bn revenues and $120m EBITDA. Commenting on the acquisition, Dentons partner Petr Zákoucký, said: “Having worked for Sev.en Energy for many years, I am inspired by their sustained dynamism, and by this bold strategic move, even during these difficult market conditions. We were delighted to have opportunity to play our role in this success.” Alan Svoboda, Executive Director of Sev.en Energy who leads the Group’s international expansion added: “Once again, the Dentons team exceeded our expectations and delivered the transaction within a tight time frame of less than a month, nailing both the complexity of the deal and challenges created by the current worldwide pandemic. What was really outstanding was the dedication and flexibility that the entire team showed.” Dentons’ cross-border team was composed of partners Petr Zákoucký (Prague, Energy/M&A), Ilan Katz (New York, M&A), Lee Smith (New York, Finance), Christopher Van Bever (Lexington, Mining) and John Rhine (Evansville, Mining) Robert E. Richards (Chicago, Insolvency), Managing Associate Gregory DiBella (New York, M&A) and Associate Barbora Obračajová (Prague, Energy). Alvarez & Marsal advised Sev.en Energy on financial due diligence and Weir on technical due diligence. About Sev.en EnergySev.en Energy owns significant coal and energy production assets in the Czech Republic, the United Kingdom, Australia and the USA. It is the largest private operator of coalmines and conventional power plants in the Czech Republic, and employs more than 3,500 people. In 2019, Sev.en Energy acquired additional power generation assets from Swiss energy group Alpiq and a 50% stake in the multinational energy company – InterGen N.V., which is one of the leading independent power generators with gas-fired power plants in the UK and coal-fired power plants and coal mines in Australia. When pro-forma aggregated with the financial results of InterGen and Alpiq CZ, Sev.en Energy group combined revenues in 2019 were EUR 1,4 billion and EBITDA of EUR 319 million. About DentonsDentons is the world's largest law firm, connecting talent to the world's challenges and opportunities in more than 75 countries. Dentons' legal and business solutions benefit from deep roots in our communities and award-winning advancements in client service, including Nextlaw, Dentons’ innovation and strategic advisory services. Dentons' polycentric and purpose-driven approach, commitment to inclusion and diversity, and world-class talent challenge the status quo to advance client and community interests in the New Dynamic. www.dentons.com

Dentons supports German subsidiaries of the Recylex Group in restructuring

3rd August 2020 Global law firm Dentons is assisting Weser-Metall GmbH and Harz-Metall GmbH, both subsidiaries of the French-German Recylex Group, with their restructuring through ‘self-administration’ proceedings. In addition, Dentons restructuring lawyers Andreas Ziegenhagen and Dirk Schoene and their team are advising the German management of the Recylex Group within the scope of its self-administration.As a result of the COVID-19 pandemic and the dramatic decline in metal prices, the German subsidiaries of Recylex have each applied for protective shield proceedings under German insolvency law. The aim of the protective shield is to allow the companies to continue their individual restructuring measures and to return to economic stability after the pandemic - if necessary, in a new shareholder structure.Weser-Metall produces about 100,000 tons of lead per year at its headquarters in Nordenham (Lower Saxony), making it the third largest lead smelter and the second largest lead recycler in Europe. Harz-Metall has its headquarters in Oker in the Harz Mountains and is one of the leading European recycling companies for lead and zinc contaminated waste.The Recylex group has a total of eleven operating units and two administrative sites in France and Germany. In addition to the companies supported by Dentons, two other companies in the group, Norzinco GmbH and PPM Pure Metals GmbH, have also submitted applications for protective shield, whilethree other German subsidiaries requested self-administration under creditor protection. The Group's French companies are not affected.Andreas Ziegenhagen, Head of the Europe and German Restructuring practice, said: "With the filing for protective shield proceedings, we are making use of the most restructuring-friendly court proceedings in the interest of all stakeholders of the companies”.Advisor to Harz Metall / Weser Metall / German management of Recylex:Dentons (Berlin): Andreas Ziegenhagen (Partner, Restructuring, Berlin/Frankfurt), Dirk Schoene (Partner), Dr. Jan Seelinger (Counsel), Dr. Benjamin Kurzberg (Counsel), Judith Schmid (Senior Associate), Dr. Jakob Pickartz (Senior Associate), all Restructuring and InsolvencyAbout DentonsDentons is the world's largest law firm, connecting talent to the world's challenges and opportunities in more than 75 countries. Dentons' legal and business solutions benefit from deep roots in our communities and award-winning advancements in client service, including Nextlaw, Dentons’ innovation and strategic advisory services. Dentons' polycentric and purpose-driven approach, commitment to inclusion and diversity, and world-class talent challenge the status quo to advance client and community interests in the New Dynamic. www.dentons.com

Legal Developments

Hong Kong legal update on the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies promulgated by the CSRC

7th March 2023 On 17 February 2023, the China Securities Regulatory Commission (CSRC) announced the new regulations for the filing-based administration of overseas securities offering and listing by domestic companies, which are set to take effect on 31 March 2023. The new measures comprised six documents, including the "Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies" (境内企业境外发行证券和上市管理试行办法) (the Trial Measures) and five supporting guidelines. The Trial Measures regulate the system, filing management and other related rules in respect of direct or indirect overseas issuance of securities by PRC enterprises and PRC enterprises with overseas parent entities and/or variable interest entity structures, which are referred to as "domestic enterprise(s)" in this article. We set out below some of the key changes and implications to Hong Kong market participants.

Quincecare duty in insolvency scenario

7th March 2023 The recent case of Stanford International Bank Ltd (In Liquidation) (Appellant) (SIB) v. HSBC Bank PLC (Respondent) (HSBC)[1] confirms that a bank only owes its customers a Quincecare duty (i.e. an implied term and a co-extensive duty of care owed by the bank to its customer to refrain from making or executing a payment when the bank is put on inquiry that a payment instruction from its customer may be a result of fraud) and such duty does not extend to creditors of its customers. This UK Supreme Court case considered the question of whether, under a Quincecare duty, the Liquidators of SIB could recover damages from HSBC for the loss of chance suffered in respect of payments made to the early subscribers of a Ponzi scheme, who successfully withdrew their funds in full and escaped without loss (earlier customers) despite SIB’s insolvency and to the detriment of subscribers who were subsequently unable to withdraw their funds and suffered loss (later customers).

Focus on “G” in ESG

7th March 2023 In the continuing “mainstreaming” of the importance of corporate environmental, social and governance (ESG) performance, let us focus on “G” as we start the new year.   Hong Kong is one of the earliest jurisdictions to have introduced ESG reporting of listed companies, and the requirements have undergone several rounds of updates since the first iteration in 2013.  Under the revised ESG Reporting Guide issued in July 2020, a key enhancement is the focus on board governance and oversight of ESG issues.  The enhanced ESG disclosure framework requires mandatory reporting on the board’s engagement and oversight on ESG matters and “comply or explain” disclosure on four environmental aspects and eight social aspects; and in relation to each aspect to cover (a) general disclosures on the issuer’s policies and/or compliance with laws and regulations (as applicable), and (b) key performance indicators (KPIs). 

Hong Kong tax update on foreign-sourced income

7th March 2023 On 28 October 2022, Hong Kong introduced into the Legislative Council for review the Inland Revenue (Amendment) Taxation of Specified Foreign-sourced Income Bill 2022 (the Foreign-sourced Income Amendment Bill), which renders certain specified categories of foreign-sourced income subject to Hong Kong profits tax liability. With the Legislative Council’s passing on 14 December 2022, the Inland Revenue (Amendment) (Taxation on Specified Foreign-sourced Income) Ordinance 2022 (the Foreign-sourced Income Amendment Ordinance) took effect on 1 January 2023 and has brought about significant changes to Hong Kong’s long-standing territorial source basis of taxation, applying tax on specified foreign-sourced income received in Hong Kong with the stated objective of addressing “double non-taxation”.

HKEx proposes new listing regime for Specialist Technology Companies

7th March 2023 Following the successful launch of the biotech listing regime, the Hong Kong Stock Exchange (HKEx) issued a Consultation Paper on New Listing Rules for Specialist Technology Companies in October 2022, which proposes to lower the bar for innovative technology enterprises with high growth potential that seek to list on the HKEx. 

Hong Kong Court of Appeal confirms that “standby time” is not a “rest day” under Hong Kong law

7th March 2023 In a recent decision of the Hong Kong Court of Appeal in Breton Jean v. 香港麗翔公務航空有限公司[1], the Court of Appeal upheld the decision of the District Court in its findings pertaining to what constitutes a "rest day" for employees.

Overview on Digital Assets Regulations in SEA

1st December 2022 The digital assets wave has swept across South-East Asia (SEA). From Axie Infinity (a popular play-to-earn blockchain game) in the Philippines to Cambodia’s Project Bakong (a central bank digital currency), the adoption of digital assets in SEA has been rapid. Digital assets investments in SEA is expected to further increase. This demand for digital assets will likely cut across all wealth and demographic sectors.

Starboard: Draft Convention on the effect of judicial sales of vessels approved by UNCITRAL

1st December 2022 The United Nations Commission on International Trade Law (UNCITRAL) approved on 30 June 2022 a draft convention (the Draft Convention) on the effects of judicial sales. The Draft Convention will now be put to the United Nations General Assembly to consider signature. The Draft Convention originated from a long-standing project of the Comité Maritime International (CMI) commenced in 2007 and eventually known as the ‘Beijing Draft’ [1] which was adopted by the CMI in its 2014 Hamburg Conference. In 2018, the Draft Convention was accepted by UNCITRAL into its work programme.

Carbon Projects and ASEAN: Opportunities and Challenges

1st December 2022 Carbon transactions are a multi-fold process encompassing in them offsets strategy, credit generation and purchase, monitoring and verifying credits, project finance, retirement of credits, and reporting. Carbon transactions include carbon trade which is the buying and selling of credits that permits a company or other entity to offset their greenhouse gases (GHG) emissions by investing in carbon sequestration projects, renewable energy projects or buying credits off an exchange/platform. One tradable carbon credit equals one tonne of carbon dioxide, or the equivalent amount of a different greenhouse gas reduced, sequestered or avoided. Carbon markets are trading systems in which carbon credits are sold and bought.

Light at the end of the tunnel – A case study of a successful restructuring

1st December 2022 In his opening remarks at the SICC INSOL seminar on debt restructuring in the Asia-Pacific held on 22 September 2022, Second Minister for Law Edwin Tong SC cited the court sanctioned schemes of arrangement of Singapore-listed Pacific Radiance group as an example of the Singapore insolvency framework facilitating successful outcomes. He mentioned that these schemes tied in with a wider consensual restructuring negotiated earlier this year. This consensual restructuring recently completed with the resumption of trading of the securities of Pacific Radiance Ltd (Pacific Radiance) on the Singapore Exchange Securities Trading Limited (SGX-ST) on 26 September 2022. It was the culmination of close to five years of restructuring efforts by Pacific Radiance, in which Dentons Rodyk played a key role as its legal counsel.

Private Equity Leans into ESG

1st December 2022 Environmental, social and governance (ESG) issues are a growing concern for investors, consumers, governments and other stakeholders.

Dentons Rodyk Dialogue 2022

1st December 2022 The Dentons Rodyk Dialogue 2022, the sixth of its series, is co-organised by Dentons Rodyk & Davidson LLP and the Singapore Management University (SMU) under the auspices of the SMU Yong Pung How School of Law’s Centre for Commercial Law in Asia. This year marks the first time since the COVID-19 pandemic that we were able to host a full in-person audience of more than 200 attendees, with many more live viewers tuning in virtually from more than a dozen different countries. This year’s Dialogue focused on maximising the commercial opportunities and profound societal benefits brought about by digitalisation, while effectively minimizing the often unforeseen and inadvertent risks and consequences digitalisation has on society and the environment.