Dentons > Barcelona, Spain > Firm Profile
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Dentons > The Legal 500 Rankings
Spain > Banking and finance Tier 3Dentons‘ ‘highly prepared‘ banking and finance team is highlighted for its international reach, recently acting alongside other offices of the global firm on several major cross-border transactions. Notable areas of expertise include multi-jurisdictional real estate finance matters, structured finance, and debt restructuring, although the team also assists with leveraged and acquisition finance, corporate finance, project finance and financial regulatory matters. Spain managing partner Jabier Badiola leads the team, while Jesús Mardomingo is also a key contact, taking the lead on regulatory matters. Fernando Gutiérrez, who stands out for his advice to credit institutions, investment firms and funds, and counsel Luis Belart, a specialist in asset finance, are other names to note.
Other key lawyers:
‘A highly prepared and competent team, always up-to-date on new market trends like sustainability and digitisation and their legal impact.’
‘Jesús Mardomingo and Lola Noguera stand out for their client service and focus on finding solutions.’
‘I would like to highlight the work of Fernando Gutiérrez. His availability and his involvement in the issues on which he advises us are comparable to those of an in-house lawyer.’
‘Dentons has top lawyers who understand the needs of the client perfectly and adapt to the requirements that are demanded of them. The availability and collaboration received is admirable. Likewise, its international character means that it is always among the firms to enter the short lists for international advice, thanks to the collaboration and connections of the partners in Spain.’
‘Jesús Mardomingo stands out for his experience, good disposition and involvement in all his projects.’
‘The Dentons finance and banking team in Spain offers a service whose results exceed all of the client’s expectations. Their technical training is impeccable, but what really stands out as a strong point is their knowledge of the non-legal aspects of the business, especially financial and economic matters, which means they can provide a full service. In addition, they are focused on the success of the transaction – they avoid all kinds of incidental and irrelevant issues that can weigh down or harm a deal and tend to favour a satisfactory closing for all parties. Compared to other offices, I notice more dynamism and anticipation of potential issues.’
‘Jabier Badiola is supported by two more experienced associates who lead on deals with him, Luis Belart and Ignacio Fernández. They all transmit the same sense of confidence to the client, which demonstrates that this way of working is a hallmark of the team. Their knowledge of the market and of the business, financial and economic context is without a doubt a mark of quality, and is different from their competitors.’
‘A good team from a well-established international firm with relevant credentials. Jesús Mardomingo for me is a top lawyer in the banking sector in Spain.’
Global Infrastructure Partners
GIC Private Limited
UST Global, UST Global Private Limited and UST Global España
Banco Santander, S.A.
Pricoa Private Capital
Singh Capital Partners
Syndicate of lenders led by Erste Group Bank AG
- Advised private equity firm KKR and fund manager Global Infrastructure Partners on the financing of the acquisition of data centre operator CyrusOne by a consortium of lenders, led by Goldman Sachs.
- Advised GIC on a €1.5bn loan from AIG and Royal Bank of Canada, provided to finance its acquisition of a €3bn real estate portfolio.
- Advising UST Group on its $525m credit agreement with a consortium of lenders including Citibank, BOFA Securities, JP Morgan Chase Bank and MUFG Union Bank.
Ignacio Corujo del Valle
Other key lawyers:
Cajamar Caja Rural, Sociedad Cooperativa de Crédito
Banca March S.A.
ACS, Actividades de Construcción y Servicios, S.A
- Advised Cajamar Cajar Rural, Sociedad Cooperativa de Crédito on the registration with the National Securities Market Commission (CNMV) of its registration document allowing the issuance of debt to institutional investors, and on the issuance of €1bn in covered mortgage bonds listed on AIAF.
- Advised Banca March S.A., in its capacity as sole lead arranger, on the renewal of the €350m commercial paper programme of Sacyr S.A. registered with MARF.
- Advising the dealers (Credit Agricole Corporate and Investment Bank, BNP Paribas, ING Bank, N.V., BRED Banque Populaire and Natixis) on the renewal of ACS, Actividades de Construcción y Servicios’ negotiable European commercial paper programme, registered with Banque de France.
Other key lawyers:
‘The team has excellent knowledge in real estate financing and understands the needs of German pension funds in lending.’
‘Itxaso López is very experienced in real estate financing. She is always available and always has very good and practical solutions. She can explain the Spanish legal issues in an understandable way.’
‘The Dentons team is very complete and covers all the necessary knowledge in a Real Estate practice. They have especially outstanding knowledge in urban planning. In addition to the very high levels of knowledge, the Dentons team offers solutions to different problems.’
‘Roberto Tojo stands out especially for his truly outstanding knowledge, he is very business-oriented, and has a great negotiating capacity, which allows operations to be closed satisfactorily.’
‘Roberto Tojo and his team have great professionalism, experience and knowledge of law and the real estate sector. The team that surrounds him is excellent also.’
‘We highly value the availability of the Dentons team to answer questions and answer or organize calls. They deal with issues professionally and very clearly, in such a way that they do not generate doubts regarding a procedure.’
‘Itxaso López is very attentive and treats everything with professionalism; she has been very aware of some complex matters, informing the client and managers of every detail, she has put pressure on when necessary. She has shown proactivity and involvement in an outstanding way.’
‘The Dentons team has a large presence in Spain and knows the market perfectly. They quickly understand our needs as clients and adapt to them.’
Bermejo & Williamson Real Estate
UBS Real Estate
- Advised Swiss Life on the acquisition of a pan-European logistics portfolio of 10 assets totalling nearly 188,000 sq.m. from Barings.
- Advised KKR and Global Infrastructure Partners on the $15bn acquisition of data centre operator CyrusOne, Inc., as well as the financing by a consortium of lenders led by Goldman Sachs.
- Advised Blackstone on the sale of shares of Tailor Propco (Spain), the company which owns an office building currently intended for courts and leased to the Community of Madrid.
Other key lawyers:
Pricoa Private Capital
Carlyle Aviation Partners
Munich Ergo Asset Management
China Minsheng Bank
Jackson Square Aviation
Avolon Aerospace Leasing Limited
Bank of China Aviation
Natixis Singapore Branch
Abanca Corporación Bancaria
Banco Cooperativo Español
- Advised Pricoa Private Capital in relation to the €180m long-term loan agreement granted to Autopistas del Atlántico Concesionaria Española.
- Advised GOAL Aviation on the acquisition and lease of three airbus A320 aircraft to be bought from Air Asia to then be leased to Volotea.
- Advising Finance Copter on the acquisition of two EC135T3 airbus helicopters, and the lease with a purchase option of another two EC135T3 airbus helicopters.
Other key lawyers:
Israel de Diego; Nieves Briz; Diego Pol
‘The team led by Diego Pol stands out for its professionalism and customer service. Not only do they have the expected technical competence, but they also have initiative, are creative and lead the negotiations and the closing. On the other hand, there is always a very good follow-up of the subject and a high capacity to adapt to the circumstances and idiosyncrasies of the client. As for the firm, it is a pioneer in many initiatives regarding diversity, strategy and leadership and offering free training to clients in small (virtual) groups.’
‘Without a doubt, the plus is Diego Pol. His involvement, honesty, ability to coordinate teams in offices in multiple jurisdictions, flexibility in negotiating fees is excellent. We have worked on issues in Spain, USA, Colombia, Asia. In all of them, the result has been optimal and largely thanks to their work.’
‘Unbeatable! Workers, adding ideas and alternatives, the truth is that I have no complaints!’
‘Versatility in the type of operations (sector, size, product) in which they can advise. True accompaniment, regardless of the size of fees they may receive.’
‘Attention to detail (not only legal), good knowledge of the transaction as a whole (big picture) and above all, of what is truly important to the client. Teamwork. Ease of having the opinion of several partners from different teams. Especially relevant is the professionalism of Israel de Diego.’
‘Israel de Diego has stood out for his experience, professionalism and attention to detail. In a tough negotiation, you have achieved excellent conditions for your client. I would like to highlight, compared to other firms, the direct involvement of the partner, investing many hours, something that other firms do not do, as well as his excellent coordination with the team of financial advisors who also advised the client with the aim of knowing all the details of the operation in search for the best contract for the client’
‘The team I worked with was highly competent and devoted to the task and the objectives. Time pressure was extreme but the team delivered on time, or before time.’
Applus Servicios Tecnológicos
New Stratus Energy
Parques Reunidos (EQT)
- Advised Vitrolife AB on the acquisition of 100% of the share capital in Igenomix for €1,25 billion from EQT Fund, Charme Capital Partners and other shareholders.
- Advising Sareb on the competitive auction process for the appointment of one or more service providers to manage, market and maintain its €30 billion portfolio of more than 100,000 financial and real estate assets.
- Advised global insurance giant AIG on a hard staple warranty and indemnity (W&I) insurance policy in connection with Ferrovial International’s sale of Cespa to PreZero.
Spain > Private equity Tier 4One of the globe’s largest firms, Dentons’s team in Spain is home to a combination of fund formation and transactional capabilities. Jesús Durán and Fernando Gutierrez co-lead the practice which runs a workload spanning secondary sales, acquisition structuring and exit strategies, in addition to transactional insurance (W&I) affairs, and is particularly accomplished in deals within the infrastructure, energy and real estate fields.
Jesús Durán; Fernando Gutiérrez
‘I worked with a team of lawyers with a lot of experience and technical knowledge in the matter. The treatment has always been very close and in constant contact, which allowed a better flow of information. Close contact with the regulators, perfectly understanding what they ask for in each part of the process. Open to dialogue in billing negotiations and facilitating face-to-face spaces for joint collaboration, streamlining processes.’
‘Fernando Gutiérrez is the responsible partner with whom I have worked. He has always been very accessible, clarifying any doubts about the process and thus reducing delivery times.’
‘The PE team led by Jesús Durán stands out from others in its deep knowledge of PE investment structures and the quality of service, very personal with high involvement of partners.’
‘Jesús Duran stands out for having technical qualities and a perfect understanding of the needs of clients (both PE funds and companies) that allow him to provide 360º advice. He is one of the best lawyers in operations with PE funds in Spain. I would highlight their availability and ability to provide innovative solutions in complex operations.’
Sociedad de Gestión de Activos Procedentes de la Reestructuracion Bancaria (Sareb)
Selenta Hospitality Group
BeAble Capital SGEIC
Cartera Sercoma, S.L. (Eysa)
- Advised Sociedad de Gestión de Activos Procedentes de la Reestructuracion Bancaria (as an exclusive legal advisor) in the tender process for the asset managers of Sareb’s €30 billion portfolio of non-performing loans (NPLs) and real estate owned (REOs) and in the negotiation of final, binding contracts with Hipoges (a KKR portfolio company) and a consortium of Anticipa and Aliseda (both portfolio companies of Blackstone).
- Advised KKR in connection with certain matters related to the closing of the US$15 billion acquisition of data center operator CyrusOne, Inc., as well as the financing by a consortium of lenders led by Goldman Sachs.
- Advised Selenta Hospitality Group on its management incentive plan (MIP) in connection with the transfer of 13 hotels to Brookfield Asset Management.
Spain > Projects and energy Tier 4Dentons‘ energy offering is rooted in its extensive knowledge of cross-border transactions and projects in renewable energy, where it demonstrates ‘solid knowledge and experience‘. Fermín Garbayo, who shows an ‘outstanding ability to manage the issues that arise‘ in the space, heads the practice since his arrival from Gómez-Acebo & Pombo in April 2021, which sees companies in the utilities, oil, LNG exploration and production, infrastructure and renewable energy sectors as key clients. Backing these efforts are senior counsel Luis Gil, who joined in June 2022, and associate Almudena Gurpegui.
‘Technically they are very good. They are always available. If you have any issue or doubt, they always help.’
‘Experience in authorisation processes and legal due diligence are just the starting point. They have the ability to support commercial negotiations and also banking and financial aspects of complex transactions.’
They show expertise in tax aspects relevant to the negotiations for the purchase of rights of corporate projects. They also have more than fair technical knowledge of the main renewable technologies.’
‘Solid knowledge and experience in relation to the energy sector. Totally dedicated team and seeking to achieve the imposed results efficiently and creatively.’
‘Fermín Garbayo shows great professionalism and closeness in dealings as well as an outstanding ability to manage the issues that arise as a result of negotiations. Predisposition and proactivity when defending the interests of the client.’
‘Excellent availability. High work capacity, outstanding level of quality. Excellence.’
‘Documentation quality. Proximity to the business, greatly facilitating communication with the principals of the transaction.’
Pricoa Private Capital
EDP Renewables Europe
- Advised Aquila Capital on the acquisition of two solar photovoltaic projects of circa 100MWp.
- Advised EDP España on the acquisition of two solar photovoltaic projects with an estimated capacity of 50 MWp to ES Planta Solar 1 and ES Planta Solar 2.
- Advised EDP España on the purchase of a project with a total estimated installed capacity of more than 164 MWp to (i) Sal Solito 2018 and (ii) Grufium Energías Renovables.
Spain > Public law Tier 4
Spain > Tax Tier 5Dentons has a strong transactional tax practice, which advises on the structuring of M&A, corporate reorganisations, real estate investments and financial transactions, and often works in tandem with the firm’s international offices to handle cross-border matters. In addition, the group has significant expertise in advising insurance companies on tax risk insurance in M&A and other commercial transactions, and is expanding its practice to assist high-net-worth individuals with Spanish tax planning. María Cortizas leads the team and has a strong track record in tax litigation and advising on the tax aspects of corporate and financial matters.
Other key lawyers:
‘Technically very good, knows the product, very responsive and always available on short notice.’
‘The team demonstrates technical knowledge of M&A policies and tax contingencies, as well as specific and up-to-date knowledge of the tax risks in renewable energy projects.’
‘Due to her extensive experience in top-level offices and access to operations, Maria Cortizas demonstrates that she has extensive knowledge of the Spanish market, which is very useful on a day-to-day basis. We appreciate that she is very well connected with other professionals in the sector.’
‘Maria Cortizas is very commercial tax lawyer and her skills are highly valuable.’
AIG Europe S.A. Sucursal en España
Lighthouse Netherlands B.V.
Swiss Life Real Estate Funds (Lux) S.A. SICAV-SIF
UBS Fund Management (Switzerland) AG
New Stratus Energy
- Advised AIG on the tax aspects of a hard-staple warranty and indemnity insurance policy in connection with Ferrovial International’s sale of Cespa.
- Assisted UniCredit with the tax aspects of a structuring and closing of a securitisation program entered into by entities of Helm Group as sellers.
- Advised Lighthouse Netherlands B.V. as buyer on the tax aspects of its acquisition of shares in a Spanish company which owns a major shopping centre in Almería.
Press Releases6th November 2023 Singapore, 2 November 2023 – Singapore’s global law firm Dentons Rodyk hosted its annual national thought leadership event, the Dentons Rodyk Dialogue 2023 today, 2 November 2023.
Dentons advised on the global offering of €75 million 4.60 per cent. Credit Enhanced Bonds due 2026 for Gaoyou City Construction Investment Development Group7th 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.
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 claim9th 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  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.
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.
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.
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 Rodyk17th 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 good14th 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.
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.
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.
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 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. www.dentons.com
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 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. www.dentons.com
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 Hentrich 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. www.dentons.com
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 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. www.dentons.com
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 Energy Sev.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 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. www.dentons.com
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 Insolvency 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. www.dentons.com
Hong Kong legal update on the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies promulgated by the CSRC7th 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.
7th March 2023 The recent case of Stanford International Bank Ltd (In Liquidation) (Appellant) (SIB) v. HSBC Bank PLC (Respondent) (HSBC) 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).
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).
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”.
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.
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, the Court of Appeal upheld the decision of the District Court in its findings pertaining to what constitutes a "rest day" for employees.
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.
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’  which was adopted by the CMI in its 2014 Hamburg Conference. In 2018, the Draft Convention was accepted by UNCITRAL into its work programme.
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.
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.
1st December 2022 Environmental, social and governance (ESG) issues are a growing concern for investors, consumers, governments and other stakeholders.
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.
Navigating the business impact of South Korea’s Serious Accidents Punishment ActIntroduction of the Act South Korea’s Serious Accidents Punishment Act (SAPA or the Act), enacted on 27 January 2022, has substantially impacted the country’s legal landscape. Primarily aimed at preventing grave accidents, ensuring accountability, and protecting the lives and well-being of citizens and workers, SAPA introduced significant legal consequences for businesses. The Act places a …
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