Dr. Claudia Junker General Counsel, Deutsche Telekom AG

WORLD RECOGNITION of DISTINGUISHED GENERAL COUNSEL

GUEST OF HONOR: Dr. Claudia Junker General Counsel, Deutsche Telekom AG

THE SPEAKERS

Dr. Claudia Junker Dr. Astrid Krueger Dr. Thomas Gruetzner General Counsel, Deutsche Partner, Allen & Overy LLP Partner, Baker & McKenzie Telekom AG

Dr. Christof Jaeckle Dr. Burkhart Goebel Dr. Jens Liese Partner, Hengeler Mueller Partner, Hogan Lovells LLP Partner, Noerr LLP

(The biographies of the speakers are presented at the end of this transcript. Further information about the Directors Roundtable can be found at our Website, directorsroundtable.com.) TO THE READER General Counsel are more important than ever in history. Boards of Directors look increasingly to them to enhance financial and business strategy, compliance, and integrity of corporate operations. In recognition of the achievements of our distinguished guest of honor and her colleagues, we presented Dr. Claudia Junker and the Legal Department of Deutsche Telekom with the leading global honor for General Counsel and Law Departments. Deutsche Telekom is a leading global telecommunications company. Dr. Junker’s address focused on key issues facing the General Counsel of a major multinational corporation, including diversity in the boardroom. The panelists’ additional topics included mergers and acquisitions; intellectual property; legal technology; diversity; regulations; and corporate governance.

The Directors Roundtable is a civic group which organizes the preeminent worldwide programming for Directors and their advisors including General Counsel.

Jack Friedman Directors Roundtable Chairman

Dr. Claudia Junker has been the General (including M&A). During that time, she Counsel and head of the legal department often worked for Deutsche Telekom. From of Deutcshe Tekom since November, 2010. 2008 until she stepped into her current position she was a partner in an international Since 2012, Dr. Junker has also taught at law fi rm. Cologne University. She published regularly as a co-author of a commentary on Since 2007, Dr. Junker has also spe- corporate law. cialized as a lawyer for commercial and corporate law (Fachanwältin für Handels- und She is also active in the executive commit- Gesellschaftsrecht), and since 2007, she has Dr. Claudia Junker tee of the German Federal Association served as a certifi ed compliance offi cer. of In-house Lawyers (Bundesverband der General Counsel Unternehmensjuristen), the European Gen- She studied law in Germany, Switzerland eral Counsel Association, the Committee (Geneva) and the U.S. She has a Ph.D. for Economy and Law (Arbeitskreis Wirtschaft from Heidelberg University and an LL.M. und Recht) and the professional law commit- from Cornell University. tee of the German Lawyers’ Association.

Before joining Deutsche Telekom, Dr. Junker worked for many years as a lawyer in private practice and specialized in corporate law

Deutsche Telekom AG Deutsche Telekom is one of the world’s employees throughout the world, the com- leading integrated telecommunications pany generated revenue of 73,1 billion companies, with some 165 million mobile Euros in the 2016 fi nancial year, about 66 customers, 28.5 million fi xed-network lines, percent of it outside Germany. and 18.5 million broadband lines. In order to continue the company’s success, The company provides fi xed-network/broad- it is already evolving from a traditional tele- band, mobile communications, Internet, phone company into an entirely new kind and IPTV products and services for consum- of service company. Our core business, i.e., ers, and information and communication the operation and sale of networks and technology (ICT) solutions for business and connections, remains the basis. But at the corporate customers. same time, the company is proactively com- mitting to business areas that open up new Deutsche Telekom is present in more than growth opportunities. 50 countries. With a staff of some 218,300

KAREN TODD: Good morning and wel- of the spirit of Cornell Law — a lawyer in the come! My name is Karen Todd, and I’m best sense, and among the finest our school the Executive Director and Chief Operating can call its own. Congratulations. Officer of the Directors Roundtable. We are DR. CLAUDIA JUNKER: Thanks a lot! very pleased that you’re here today. [APPLAUSE]

The Directors Roundtable is a civic group KAREN TODD: And now, I’m going to whose mission is to organize the finest pro- turn it over to our Guest of Honor, Claudia. gramming on a national and global basis for Boards of Directors and their advisors, DR. CLAUDIA JUNKER: That was very which include General Counsel. Over the flattering. If he knew me better, he would have last 26 years, this has resulted in more than found other words, less flattering. [JOKING] 800 programs on six continents. Our chairman, Jack Friedman, started this series after My husband, who is here somewhere speaking with corporate directors who told [LAUGHTER] he said, “Why do you work him that it was rare for a large corporation on this speech? Why don’t you just make a to be validated for the good they do. He really short one? And that could be, ‘They studied law in Germany, Switzerland and decided to provide a forum for executives gave the prize to the right people — let’s the U.S., receiving degrees from Heidelberg and corporate counsel to talk about their have the drinks!’” [LAUGHTER] companies, the accomplishments in which University and Cornell University. they take pride, and how they have over- I’m afraid I will use this opportunity to talk I have a letter from the Dean of Cornell come the obstacles of running a business a full thirty minutes about the DT Legal Law that I would like to share with you. in today’s changing world. Department. DR. CLAUDIA JUNKER: What a sur- We honor General Counsel and their I’m going to do my speech in two parts: half prise! [LAUGHTER] Law Departments, so they may share their is on general topics I have put under the successful actions and strategies with the heading, “Innovations at DT Legal.” Half will KAREN TODD: Directors Roundtable community, via today’s be about topics that we are currently looking program and the full-color transcript docu- at, and one topic for each department. ment that will be made available to about Dear Dr. Junker: 100,000 leaders worldwide. That is why the As the Allan R. Tessler Dean of Cornell Since July, we are sitting in open space. We program today is going to be in English. Law School, I am pleased to extend my have pictures here. All of DT Legal knows congratulations to you upon your recognition how it is; all the others can look at the pic- Today, it is our pleasure to honor by the Directors Roundtable for your work tures. [SLIDE SHOWING OPEN SPACE Dr. Claudia Junker and the Legal Depart- as General Counsel of Deutsche Telekom. OFFICES] You might think — well, not you, ment of Deutsche Telekom. Joining who are sitting there, [REFERRING TO As the leader of a highly-skilled expert Claudia this morning are Distinguished THE MANY DT LEGAL COLLEAGUES staff, you can take special pride in the Panelists: Dr. Astrid Krueger with Allen & IN THE AUDIENCE] but all the others legal services your team has provided to Overy, Dr. Thomas Gruetzner of Baker & might think, how does this work? How do corporate management and Deutsche McKenzie, Dr. Christof Jaeckle from Henge- we maintain confidentiality? How do we Telekom’s Board of Directors. Your strategic ler Mueller, Dr. Burkhart Goebel with not disturb each other all day long? I can guidance, professional expertise and critical Hogan Lovells, and Dr. Jens Liese of Noerr. say, it works. For ages, I would have said, oversight enable corporate managers to “Lawyers in open space — no way.” Yes — function effectively and ethically, and help to In addition to Claudia’s work at Deutsche people in the audience are nodding. And ensure that Deutsche Telekom will continue Telekom, she is also a published author and how does it work? It works. [LAUGHTER] to prosper in the complex environment of teaches at the University of Cologne. She What are my colleagues supposed to say? global business. is active in the European General Counsel [LAUGHTER] Association, the Committee for Economy Your achievement as General Counsel merits and Law (Arbeitskreis Wirtschaft und Recht), our esteem at Cornell Law School. I am proud Before we moved, I heard from other and the Professional Law Committee of to celebrate your achievement by this writing, General Counsel that they have young law- the German Lawyers’ Association. She has and gratified to regard you as an exemplar yers and they don’t want to sit in a small

office anymore; they are saying, “This is like going to prison every morning.” So we are not going to prison every morning anymore. But we have some rules so that things go smoothly. At first, I was laughed at — lawyers — you need rules, of course. Now, we are envied for the rules. One of the rules is that in our office space, we have a quiet zone, a mixed zone and a conference zone. In the quiet zone, you cannot talk, and you cannot make phone calls, you have to go out to do that. In the mixed zone, you are allowed to have small talks and small calls with a low voice. In the conference zone, you can do whatever you want — maybe you want to dance on the table — no. That is probably not included.

Along with open space came desk sharing. This is tougher. Desk sharing means we have less desks than people. Because, from a facility management point of view, people the beginning of 2016, which is a big step, work is still provided by our colleagues are on holiday; at a conference (like here); because they liked their former jobs a lot. who have built up a solid professional com- they are in a home office, or wherever they Nonetheless, we did this — we were the petence in their professional areas.” Uli are — but if you have 150 people and 150 first area in DT who did this, and looking Zwach was the fourth person on this Four desks, from that facility management point back, I think we all like it. It is a big step, Musketeer slide. He was formerly head of of view, a third of them are empty all the but I can read out some quotes from them Strategic Litigation; now he is head of Stock time, so we are desk sharing. Do we like that they made on the Intranet vis-a-vis the Company Law, which is a big step, actually. that much? The thing is, every morning, Communication Department, who is here I think that was probably the biggest step of you have to unpack everything, and you today, too. For example, Claudia Bobermin the four of these. “Job rotation can comple- have to install your laptop, your docking was previously the head of one of the Legal ment additional pathways to change within station, your keyboard, your mouse, and all Services, and now she’s head of Strategic our various business departments.” the stuff you need to work with, and every Litigation. She said, “What makes job rota- night, you have to pack everything back tion fun is the way it sparks your curiosity.” Why don’t we clap for these brave Four again and squeeze it into a little storage box. Uli Kühbacher, who was formerly head of Musketeers? [APPLAUSE] That’s the not so good side about it. But one other Legal Services team and is now on the other side, I don’t have an office the head of a different unit of Legal Services, You are going to wonder what this is any more which is full of paper — some- says, “A sensibly implemented job rotation about. [SLIDE SHOWN WITH A POOL one is nodding over there — so that’s the scheme will provide enrichment and reju- UNDER PALMTREE] advantage. That’s an easy way to be forced venation, both for the employees doing to switch to electronic filing. My DT Legal the rotation and for the whole of Deutsche Yes, this is the garden of our new open colleagues in the audience are laughing. Do Telekom.” Winfried Wegmann, who was space. [LAUGHTER] No, it’s not! This is you like it, or do you not like it? Kind of formerly the head of Stock Company Law, a concept we are just doing a pilot on, and mixed feelings. [LAUGHTER] But it’s not and now he’s head of the Legal Services unit if this both works and the Works Council as bad as we feared. It is better. that Uli Kühbacher was the head of before, agrees, then we will roll it out. I called the says, “I think our job rotation experience” concept “Pool Light.” You see the pool is not Let me come to some other things we have — it was an experience and an experiment very deep there. What is the aim of “Pool done in recent years. Do the people here — “in DT Legal is a real success story. Light”? It’s close to the aim of rotation: to from DT recognize yourself? We did a rota- The whole department has gained more promote know-how and perspective, and cre- tion at the executive level, meaning these momentum and creativity as a result of it. ate the possibility to work in different teams four guys and gals, they switched jobs at However, the backbone of our day-to-day on various projects. Not that we haven’t

is for me always the best day of the year summer, Dr. Peter Schichl — he’s over there. when we get those results back. Tri*M is When I’m talking about contract drafting about asking our internal customers about tools, which we just did a pilot on, then he’s how happy they are, and that was an idea talking about artificial intelligence — he’s not from Dr. Manfred Balz, who was my prede- even saying “artificial intelligence”; he’s say- cessor and is in the audience today. He set ing “AI.” So, you see, he’s far ahead of me. that up, and we have been doing that since As a policy for operation, I gave him a book- then. Now, in the meantime, we are doing let on all the rules he has to comply with as it with an agency who does it for various a chief legal tech officer, and all the ideas he legal departments or companies out there. has to come up with. Now look closely at the next slide, this was in the book. [ALL SIDES The benefit of that is we get a benchmark, OF THE BOOKLET ARE EMPTY] not only where we are compared to the previous year, but also benchmarked to where We have some other functions introduced we stand in comparison to other legal last year and one was the function of the departments, and a benchmark on where Customer Simplicity Officer. We had a proj- other departments of DT stand in compar- ect run together with Customer Services done that before, but now we are doing it in ison to us. [SHOWS SLIDE WITH THE Department of Telekom Deutschland, and an institutionalized way. We built clusters of TRI*M RESULTS] we looked at legal hurdles in customer con- three departments each, and they are, from a tact. It turned out that many of the hurdles specialist point of view, close clusters. Every This is the mousepad that we currently use; that allegedly came from us were just fairy- employee will work twenty percent of his that’s why the picture is a bit blurred. But tales. To prevent this from happening again, or her time in one of the other two depart- you can see why this is the best day in the we thought we needed some way to look at ments. That can be 1.5 hours per day or one year. For last year, this January, we made all these hurdles constantly. And I’m glad day a week or 1.2 months per six months 108 points. Other legal departments out that Barbara Bös, who is sitting over there — something like that. There are colleagues there made 74 points on average. You are — accepted this job. She is reviewing cus- participating in the pilot and one of them, fantastic, guys! [APPLAUSE] tomer contacts, and she is looking for legal without naming names, said, “I really like hurdles and for other hurdles, and trying to this, because now I have a boss who is some- What comes next? Since we are less people, say whether we need them or not. times there.” [LAUGHTER] but the work is getting more and more, we have to do something about this. There are Some of you might remember that Ms. Bös We don’t want to leave out the unpleasant two ways. Most external lawyers would say, and I gave an interview in the JUVE last things. We had to reduce our head count by the right way is to work 24 hours, seven year. The interview was about diversity, more than forty percent since the beginning days a week. Unfortunately, my internal col- which is a big issue at Deutsche Telekom. of 2013. Let me talk about the nicer side of leagues disapprove of this way. [SMILING] Currently, we are fifty-five percent women this. The nicer side of this is: We managed On Friday, I asked them whether they think in the Legal Department, including every- to do this. You all worked really hard and this is a good option, and they declined — body — professionals, and assistants, and every single department reviewed its portfolio it’s not a good option. So we have to find forty-five percent men. But, unfortunately, of tasks, and they came up with five hundred tools that are able to do the repetitive, bor- two executive women retired last year, so ideas about how we can be more efficient ing work for us. at the executive level, we are only twen- and reduce the workload. For the law firms: ty-six percent female executives in the Legal The finance guys are not from another Dr. Christof Jaeckle, who used to be my Department. But I have so many talented planet, either; so, of course, at the same time, boss some centuries ago, more or less, women in the talent pipeline, I am not wor- they reduced the budget that we can spend still remembers how much I hated to go rying; we’ll get there again. for external legal advice. [LAUGHTER] into data rooms. In the meantime, there is legal tech out there looking for change For DT, as an entire company, we have Now, you could say, “Okay, we are forty of control clauses in contracts in the data the current numbers on this slide, they percent less — probably we are giving forty room and people do not have to do that are the half-year numbers — so you can see percent less qualified advice or something themselves, anymore. But there’s more than them. As all of you know, we have a law on like that, and all people hate us.” No, they that. I needed someone taking care of it, so female diversity in Germany since the begin- don’t! We have fantastic Tri*M results. That I appointed a Chief Legal Tech Officer this ning of 2016. It introduced a thirty percent

quota for supervisory board seats of listed I like it! But where did you buy that, can you from the newspaper, everybody wants to codetermined companies — there are only tell me? I want one, too! [LAUGHTER] Our have broadband across the republic. We are 106 of them in Germany, but we are one main advisors for our brand are sitting there. building broadband, and others are build- of them — and then, in addition, you have ing broadband, too, like cities and regions. to give yourself a quota for the management Another topic I want to touch on, so that They don’t always stick to the rules, which board and for the two top management lev- you can see what we are covering in the Legal does not make our life easier. But also, the els below the board. We gave ourselves the Department, like a trillion other things, but German state, the federal states and many quota of thirty percent, and you can see that I’m not going to stay here until tomorrow. of the regions have established all sorts of with the top management, we are almost We are working on “M2M.” M2M means subsidy programs, and we are applying for “machine to machine.” The specific exam- there — 28.8 percent — we’ll get there. them. We are investing, per year, €5 billion, ple I want to talk about is Connected Car. which is a lot of money. I still want to cover a couple of different Probably there are people in this room who drive a BMW or another premium car. issues, as I announced, one per top depart- Which brings me to a later slide. If you are Connected Car means networking of vehi- ment. The first one is Magenta. Magenta is watching TV by Entertain — how many peo- cles to support various services so that you supported by the team of legal brand affairs ple are watching TV by Entertain in this can e.g. press a button, when you have an who are here today. There you are! The room? You’re from DT, right? [LAUGHTER] accident, it will automatically contact your car color trademark is a thing that was, when manufacturer or your service provider. This introduced, very unusual. We have a color I’m not often advertising, but Entertain is a is based on mobile connectivity and technical trademark, Magenta, as is quite obvious infrastructure services and it asks for innova- fantastic DT TV product. But the product from this slide of magenta objects, which tive minds in that part of DT Legal. wouldn’t have a fantastic program if there is protected in the EU and in several other was nothing to be sent. We need a license states. It was one of the first color trade- The next topic I want to touch upon is our for every content we are sending to, so last marks; now others are trying to have a color part of the work in the broadband rollout. year, 2016, my colleagues from that depart- trademark, too. There are challenges with We are taking care of the rights of way. ment negotiated 215 contracts on licensing this color trademark. In particular, currently This used to be a very old-fashioned part in content. Just now, there was a series magenta and pink tones are very much the of DT Legal, you would have to look for which won eight Emmys, and we have it fashion. (A woman in the audience is wear- the lines lying properly in the street, but exclusively. [LAUGHTER] Now, the adver- ing a magenta suit) [LAUGHTER] now this is a big issue. As you all know tisement part is over.

Let’s talk about more high-speed and fixed What is the aim of Pool Light? It’s close to the aim of lines. Many of you who read newspapers will see that there is a battle out there, rotation: to promote know-how and perspective, and because our competitors say it should be create the possibility to work in different teams on various fiber only. But if we had fiber everywhere in the republic, this would cost €80 bil- projects. Not that we haven’t done that before, but now lion. Nobody can pay for that currently. What we are doing is a mixture of fiber we are doing it in an institutionalized way. We built and so-called vectoring. You can see on this clusters of three departments each, and they are, from a slide, the fiber goes from the street cabinet to the main distribution frame, so we put specialist point of view, close clusters. Every employee will fiber there; but from the street cabinet to work twenty percent of his or her time in one of the other the house, we have copper infrastructure. We’re using vectoring to speed those up, two departments. — Dr. Claudia Junker and we can get with that to 100MB per second. Why do our competitors dislike on which makes things more difficult. For Patent trolls are a plague. They were already this product? Because, technically, only one example, in 2016, during the period for a plague when my predecessor, Dr. Manfred provider can do vectoring per street cabinet. the acceptance, the stock price went down, Balz, was still with DT. Right, Manfred? Yes. We call it the Highlander principle — who- which made our offer less attractive. It hasn’t become better. Stephan Altmeyer, ever does it kicks out all the others. And I saw you somewhere. There you are. The then, so to say fortunately or, looking at the I want to come to criminal law. Hans-Lucas telecommunication industry is the main vic- perspective, unfortunately, we won 7,200 Bauer, are you here? Yes, I saw you. The tim of the patent trolls. What are they asking out of 7,600 areas to do vectoring. We don’t last Sunday afternoon in November we for? The German law gives them the right to see another way to have faster broadband in had a hacker attack on 1.2 million routers. ask for injunctions, meaning we should stop a short time. Obviously, we had to react instantly. The our network, we should stop selling mobiles, DT Cybersecurity team reacted instantly, we should stop whatever, on the basis of Where does all the money for building all and my colleagues from Criminal Law alleged patent infringements. I still remem- this infrastructure come from? Some of it reacted instantly, too. They filed a criminal ber that Manfred — I don’t think you meant comes from the dividend in kind, which we complaint with the Cybercrime Division of it seriously — said, “Why don’t we let them have been doing since 2013. The dividend the Federal Police Department, and together do this, and after three days, we will have a in kind, then, was a thing that no big com- with their Cybersecurity colleagues, they change in the patent law.” Nobody has the pany had done in Germany. But with the gave all the necessary information to them. nerve to do that. Currently, we are fighting help of Hengeler Mueller, also sitting on And who would have guessed? In February several complaints of patent trolls. The good the podium, we managed to do it. In the — only four months later — someone news is, in the last two years, in about 20 of meantime, others are doing it too — actu- was arrested in London, the hacker. This them we got final or non-final decisions of ally, lawyers told me, that they downloaded masked guy, in the slide there. He didn’t courts saying, “No,” to the patent trolls. And all the documents that Hengeler Mueller allow us to use his picture. [LAUGHTER] we got none the other way around. Now, the made, to do it themselves. And they are not car industry is the next victim. even ashamed to tell me! He was put on trial in Bonn, and he was sentenced to prison. Well, it was a sus- One other issue I want to mention. My col- We have very high acceptance quotas. This pended sentence, so he probably does leagues are, of course, working on all kinds year, we had forty-nine percent, so almost not have to go. He got one year and eight of digitization issues. For example, they are half of our shareholders, decided that they months, and we discussed intensively working on Industry 4.0 topics. I know will take shares instead of cash as a dividend. whether we thought this was enough or too that Olaf Vogel explained to me last week That’s the meaning of “dividend in kind.” much or too little. Why did he do it? He that this is not an international term, but This year we saved €1.36 billion of cash divi- was in Nigeria, and he was offered $10,000 we’ll have to put something in the script in dend payments, which we need for investing to do it. He said, “I was young and needed brackets. (4th industrial revolution referring in the infrastructure. You would think this the money.” [LAUGHTER] to the Internet of Things [IoT] and services) is a routine thing in the meantime, because What they also work on is — and that is we have done it now for five years, but These trolls in the next slide are not so young, with the Federal Association of In-house every other year, there is a new thing going and need the money, too! [LAUGHTER] Lawyers — they are working on a concept

for a certificate to become a “digital legal — congratulations! We, DT and the group, DR. ASTRID KRUEGER: Thank you counsel.” Olaf introduced the concept to us saved a lot of interest. very much, Claudia, for this entertaining last week, and we were all so taken away insight into your legal department. that everybody around me said, “I want to This is it. Thank you! [APPLAUSE] do that class,” me included, I want to do DR. CLAUDIA JUNKER: I wanted to that class. It is five days, and then you are a KAREN TODD: I have one quick ques- thank you, really, sincerely, for hosting us. “Digital Legal Counsel.” For example, you tion for you. Do you think that the open Thank you. [APPLAUSE] learn programming. That sounds fun. office and the rotation of the jobs is going to help more of your younger colleagues DR. ASTRID KRUEGER: Thank you My last slide is about big money. Axel come up through the ranks? very much. That is a good keyword for Lützner, that’s not your slide, but it’s your me to also say a very warm welcome to, topic. [LAUGHTER] DR. CLAUDIA JUNKER: That’s a diffi- of course, you, Ms. Junker, to all the col- cult one! Obviously, I see a lot more people leagues from the Deutsche Telekom Legal We’re talking about four billion. Four bil- every day. Maybe they like it; maybe they Department, and all our other guests. Also, lion, we all agree, is big money. We have dislike it. [LAUGHTER] on behalf of all at Allen & Overy, and all provided financing to our major U.S. sub- my partners and colleagues who are sitting sidiary for a spectrum auction. Spectrum Yes, that could well be. The main purpose in the room — welcome. We are very happy is the frequencies that we need for broad- of open space is that people talk more to to host you today. casting mobile services. But we didn’t know each other, and not everybody is sitting in whether they would succeed in the spec- his or her cubicle, shutting the door. “This trum auction or not, so we had to do a is my cubicle and you stay out, and this is I am going to focus, in the next ten minutes, future bond, which was a bit difficult; but my cubicle as a specialist and I don’t care on diversity in the business of law, which is with the help of our external U.S. financ- about all the rest.” It is supposed to lead to a also a bit of a tribute to Claudia Junker, ing lawyers, we managed it. Also, our U.S. mind shift, too, so that people are connect- because I know that diversity is a topic on subsidiary is in Seattle, which is nine hours ing more to each other. Well, we have only her agenda, and since I’m a lawyer in a law behind. If you send an email in the morn- done this now for three months. I think it firm, I’ve just pulled it a bit to my side. ing, they will read it at night. In addition, worked out quite nicely — much better than the documentation was pure U.S. style, and I feared; much better than all of us feared. By the way, when we talk about diversity, the although, of course, our U.S. lawyers had Yes, I think that could be. Which is good spectrum, of course, goes beyond gender, the responsibility to get that right, we had to news for the young lawyers in this room. professional background and experience; it be able to understand what we were doing also covers ethnicity, social background, reli- there, because we had to approve inter- KAREN TODD: Our next speaker is gion and age, as well as sexual orientation nally whether we do it or not. They did it Astrid Krueger with Allen & Overy. and identification, known as “LGBT.”

Why does diversity matter in the business an M&A lawyer. If you have tough nego- of law? Why would I be thinking about tiations and people are stuck in a corner, this? There are a couple of points that come sometimes a different perspective can really to my mind. First of all, the law is a wonder- pull you out of the corner and prevent ful profession. I can say that in this room, horns from staying locked for a long time. I hope, and I’ve been wondering whether you’d be laughing or nodding when I say The fourth reason is innovation. That’s a that. [APPLAUSE] topic that’s dear to my heart. Diversity in the legal profession plays a very important role Anyone who has an interest in it, regard- with regard to discovering and pursuing new less of their gender, sexual orientation, race, approaches and tactics when working. We ethnicity or socioeconomic background, can avoid the pitfalls of group think and, in should, if they have the skills, be able to turn, this helps us to enhance the quality of practice in it at the very highest level. That’s the service we provide to our clients. a fundamental principle, and personally, I have to say I’m very happy that it applied This all leads to the fifth point, the posi- so that I could be here. But in the end, it’s, tive financial impact of diversity. You will different angles of a problem, and we will all of course, not only about moral aspiration; all have heard about studies on this topic, benefit from people who can think outside it’s also about a business need. There are a so let me just quote one study made by of the box with respect to the challenges number of constantly recurring reasons why McKinsey in 2015, which demonstrates that that are coming through legal technology. law firms need to pay attention to diversity, companies with more diverse workforces most of which you are likely aware of, so let perform better financially. According to Now that we know that diversity matters, me just briefly focus on a few of them which their analysis, there is a correlation between the question to be asked is: how are we I believe are the most important ones. a diverse leadership in terms of gender and doing, as a profession, with respect to diver- ethnicity, and success on the other hand. sity? Law firms, like all other professional First, our clients. Large corporations, such More diverse companies are better able to service firms, have got a problem with that; as Deutsche Telekom, are working hard win top talent, improve customer orienta- we’re not good. If you look closely at any of to become more diverse. They are increas- tion, employee satisfaction, and decision the big law, accountancy and consultancy ingly looking to ensure that their panel making — all of which leads to a virtuous firms, it’s clear that we’re all struggling to law firms, like us, match their values and cycle of increasing returns. achieve our stated ambitions on diversity. commitments to diversity and are expecting With respect to Allen & Overy, there are that requirements to demonstrate diversity, Finally, there is the future of legal business. some signs that could make me hopeful. which we already see in procurement pro- We’ve heard about the Chief Technology We’ve just been awarded, for the fifth time, cesses, will increase. Officer, and we’ll hear more about legal tech The Financial Times’ Most Innovative Law from one of the colleagues on the panel in a Firm in Europe Award. That makes me Then second, the best talent pool. Our few minutes, so I will only say that legal tech suspect that there are some people in this business is a people’s business; we depend undoubtedly will have a disruptive effect on firm who think outside of the box. That on attracting, engaging and retaining the our business — and we had a discussion on might be because of a diverse environment, best talents. Talented people are not only that last night — that it will change every- hopefully. Allen & Overy also has just of one gender, one sexual orientation, race, thing we do. We might not be replaced by been shortlisted for this year’s Pink News’ ethnicity or social background. computers, but we might have a different Business Equality Award, which celebrates business model. The way law firms are run the contribution of business to improving Third, the cultural awareness. As a legal may begin to change dramatically within the LGBT life. Having made this a global strate- advisor, we not only need to know the law, next five to ten years. We will need to have gic priority, I’m very happy to see that we’re but we also need to support our clients in teams of lawyers, and even non-lawyers, that making progress there. making decisions and implementing solu- are mentally flexible enough to tackle those tions. We need to have a high degree of challenges. Personally, I am absolutely con- But when it comes to gender diversity, cultural awareness, and diversity helps us vinced that diversity will be a key factor in unfortunately, the truth is less comfortable. with that. Individuals from different back- that. The more inhomogeneous a team is, The most obvious failure, and which we can grounds see different things, and I can give the more the individuals are used to being read about in the legal press and elsewhere, you one example from my daily practice as openminded, and they’re trained to look at is the struggle to increase the proportion

of women in leadership positions. We also he is picking up his children from the day- have targets on gender diversity — not legally care center, then we might have taken an prescribed targets like Deutsche Telekom important step forward. has, but voluntary targets. For example, at A&O, we have a target to see women make In a similar vein, I very much support up twenty percent of our partners by 2020. male associates taking paternity leave. If We want thirty percent of our leaders to be a prolonged absence is not a career killer women, and forty percent of our talent pipe- for a man, then this may help female law- line. But when we look at the current figures, yers, as well, to have confidence in their it’s clear that we haven’t achieved that yet, career perspective. The confidence is an and we need to take action. For many years, important factor. we’ve had fifty percent, and currently even sixty percent of our female junior associates Looking at other jurisdictions, we can see here in Germany were female. But at the the shift in values is not unrealistic. A good senior associate level — and I was very inter- example is our office in the Netherlands. ested to see the Deutsche Telekom numbers There, we see a completely different on that — the proportion of women drops approach of the employees and partners to forty percent; at counsel level, it’s a little towards the importance of family respon- above twenty-five percent; and at partner atmosphere which is a little different if there sibilities. That may be the reason why, in level, not even ten percent of my partners is a room full of almost only women. the Netherlands, twenty-five percent of the are women in Germany. Globally, we’re at partners are women. eighteen percent, so there’s some way to go. Such initiatives shouldn’t be underesti- mated, but there is still no easy fix to the But even the best attitude within a law firm That means we’re losing a lot of talent drain of talent that happens. What could is not the final answer. There’s an outside between the time we hire them, and they we do to turn this around? From exit inter- world — our clients. There’s no question make partner, and that’s not good for busi- views and recruiting discussions, we know that clients can expect from their law firm ness. We’re taking a couple of initiatives to try that the factual or alleged incompatibility of not only the highest quality but also perfect to fight that. One of them is a career buddy, workload and family planning is the most service. Part of that service will always be which we have for every associate. The career common reason for women to leave. Thus, the availability of your external lawyers. buddy acts as a sponsor or guide for every flexible working and part-time arrange- male and female associate, and should help ments are certainly two elements that are On the other hand, as I already said, our especially the female associates to voice their crucial, but also fixed working hours, or at clients are working hard to become more career ambitions, and that’s hopefully being least reliable times for people to leave the diverse, and are increasingly looking to able to pursue them more easily. office, would be helpful. We all know this is ensure that the law firms they work with a real challenge in our business, and there match their values and commitments to We do compulsory unconscious bias are currently very limited areas in which, diversity. This brings me to my conclusion, and diversity awareness training. We’ve within a law firm, people may realistically that we all, law firms and clients, should got development programs especially for leave at fixed times or not be available. work together and be in a dialogue on the women, including presentation skills and topic of gender diversity, and I’m more than business development training. We have The question is, however, do we simply fail happy to enter into discussions with you, our women-only series, regular events to see the possibilities because we’re follow- Ms. Junker, the other panelists, and I’m for female clients, with panel discussions ing a classical role model too much? The very keen to hear your thoughts. Thank you with renowned female speakers. One of business of law has been, for a long time, very much. [APPLAUSE] them was also Claudia Junker in the past. a men’s business. With regard to gender Recently, for the first time, we also had a diversity, we often tend to enable women KAREN TODD: As an M&A lawyer, male speaker. These events are very well-re- to survive in that men’s business. So maybe what is the biggest obstacle to putting ceived by our female clients, but they are instead we should question the value sys- together a diverse deal team? also intended, of course, to offer our female tem that is within that men’s business. For lawyers a unique opportunity to network. I example, if it doesn’t make a difference any DR. ASTRID KRUEGER: It is really the have to say that they are a lot of fun, because more whether a colleague is not available organization of responsibilities in our soci- there are always very lively discussions in an because she is in an important meeting or ety, in a way. It is, I seem to see, easier

for men to call home and say, “Sorry, I’m into the German Criminal Code. That’s not coming home tonight before midnight” something they are having in mind, just to than for women. If we can find a way that, move it from the German Administrative on the one hand, we make our business just Offenses Act into the German Criminal a little more predictable — it’s a lot of disci- Code. Another thing they are thinking pline on our side and the side of our clients to implement at the moment is to protect and all participants — and then, in society, employees more in connection with inter- we have a situation where it doesn’t matter nal investigations, and to implement the whether it’s the father or the mother or the statutory right to refuse answers in internal man or the woman who takes care of the investigations, e.g., when one becomes a children, the household, the parents and all suspect of certain wrongdoing. the things that need to be done to uphold your social life. If that is more interchange- Let’s skip the last part of the three points, able, then I think it will become easier for and let’s move on with the first things that but it’s always hard to speak about content us to put more diverse teams together. I just touched, criminal liability of corpo- when speaking with guys like you,” and I rate enterprises. Does Germany really need said, “That’s something I am getting used KAREN TODD: Thank you. Our next to implement the criminal liability of cor- to, because the clients keep telling me, speaker is Thomas Gruetzner with Baker porate enterprises? Luckily enough, in the ‘It’s nice to speak to you, but I don’t like & McKenzie. past decades, all related discussions, in par- the content I’m working on with you.’” ticular, seem to have ended when it came Therefore, we have to touch this topic today, Good DR. THOMAS GRUETZNER: because I think it will be in the discussion to the constitutional argument, everybody morning, everybody. I also tried to be diverse in the next years. We should go back and knows from their time at the university: this morning and left my tie at home. It try to summarize the legal situation for the Nulla poena sine culpa — no liability without seems to be a pretty hard fight for me in the federal election that happened just recently. fault, no liability without guilt. In the past, next years to get this through, but, well, it I know that the federal legislature is still this argument could be seen like “end of was worth a try. I will keep on trying. considering implementing the formal crim- discussion of this topic.” But do we really inal liability of corporate enterprises; that’s need to have the criminal liability of compa- First of all, let me thank you, Directors one thing that is still on their agenda. The nies? No — I don’t think so. Why? Because Roundtable, for giving me the opportunity second thing the federal legislature observes we already have it, and the authorities are to attend this event of your organization are, in parts, the contradicting decisions making use of it. to honor Claudia and her team. I’m really in connection with dawn raids of corpo- glad to be here with all of you, and look rate enterprises and law firms — a very hot Needless to say, I am fully aware of the fact forward to having a fruitful discussion on topic these days. I will come to that later that criminal liability of corporate enter- topic, which is a legal topic that is still devel- and seizing the documents deriving from prises and the consequences imposed on oping, so I’m speaking about legal content. internal investigation. The third thing the basis of the administrative offenses act Let’s try to focus for only a few minutes, the federal legislator is thinking about, is are not completely the same. I don’t want to but that’s an idea which derived out of dis- changing criminal laws, employment laws sound too pragmatic, especially not when cussions that I had with prosecutors, with or data protection laws, and adapt them to it comes to the federal constitution, but I professors of law schools, and also the the current situation because, from the per- share the opinion that we already have a authorities. I’m really trying to, not lobby spective of the legislator, there is room for criminal liability of corporate enterprises in this through, but develop this idea further, improvement. They recognize that internal place, even if we are not able to call this and you will shortly hear the idea where I’m investigations are something that only began animal by its name. coming from. just recently — only like ten years or eleven years ago — to become more important for Our legal system is able to hold directors My name is Thomas Gruetzner, and I’m companies, and therefore, they recognize and officers personally criminally liable. working about 80 percent of my time on that there needs to be a change in the law, It is able to respond with the forfeiture of internal investigations, and so, not surpris- probably, as well. goods for improper behavior. Companies ingly, the topic of my speech belongs to this can be blacklisted and excluded from pub- area. Yesterday, Claudia and I touched on Especially, they are thinking of imple- lic procurement proceedings. Last, but not that topic, and we were discussing this area, menting the Section 130 of German least, courts can impose significant adminis- and she said, “It’s nice to have you here, Administrative Act, or duty to supervise, trative fines on corporate enterprises.

Does it really matter whether a fine is being The benefit of [Tri*M] is we get a benchmark, not only where imposed as an administrative offense or administrative fine or a criminal fine? I we are compared to the previous year, but also benchmarked don’t think so. Certainly, I’m not the fed- to where we stand in comparison to other legal departments, eral legislator, but having also the results of the federal election in mind, I would be and a benchmark on where other departments of DT stand surprised if there would be much develop- in comparison to us. — Dr. Claudia Junker ment in this area. [and Munich, because nobody knows the This may not count for the aforemen- My conclusion, and that’s the conclusion content, yet], the directions vary from “every tioned implementation of Section 130 of of an extended article — I’m happy to single document deriving out of an inter- the Administrative Offenses Act, into the send along if anybody is interested in that nal investigation can be seized by the public German Criminal Code. I would bet a here — my conclusion, together with Prof. prosecutor at the premises of the company certain amount of money that this might Momsen from Freie University Berlin, is or the respective law firm” from the District happen in the next few years. that an appropriate way forward could look Court of Hamburg to the District Court as follows — and I’m aware that there is a of Braunschweig, “documents that have Let’s move on to dawn raids and seizing of lot of work to do to reach this — (a) accept- been prepared to defend the company by documents deriving from internal investiga- ing that corporate enterprises are facing in-house and outside counsel are protected tion. I don’t know how many of you have a de facto criminal liability in Germany. and cannot be seized at all.” Those are com- observed the developments in this area in (b) Protect the correspondence between the plete opposites. It needs to be mentioned the last few years, but especially when some- corporate enterprise and its lawyers defend- that the District Court of Munich decided, ing them or preparing a potential defense, one is looking from outside of Germany in the aforementioned Diesel scandal, and sees how things are developing here, regardless of any status of a potential pre- not to disclose even a redacted version of liminary investigation conducted by the I’m always getting nervous emails from col- its decision due to data privacy and other public prosecutor, because there is some leagues outside saying, “Don’t you have any reasons. The District Court of Munich disagreement amongst the district courts, attorney-client privilege? — Because there is following its own rules; I can say that as well. (c) Define the particular correspon- was a raid of the law firm who was involved because I’m living in Munich. in the Diesel scandal.” I’ve been invited dence that should be protected. (d) Define the particular work product that should quite often to these kinds of discussions at It seems, though, that the District Court be protected. (e) Include the potential set client conferences in the last years, and I’m of Munich is rather arguing along the way of sanctions and the criteria of its calcu- always saying, “Yes, I can certainly attend,” of the District Court of Hamburg, and but it only takes me two minutes to explain anyhow, there is an interim end of the dis- lation. And (f) implement the respective the situation in Germany, because we just cussion, because the Federal Constitutional credit corporate enterprises could gain by don’t have something similar like an attor- Court stopped the analysis of the docu- cooperating truthfully and fully in German ney-client privilege for corporate enterprises. ments seized by the prosecutors in Munich criminal laws. on an interim basis, and everyone is waiting Again, it came to everybody’s attention lastly for its decision on the merits. So, there is, This would, from my perspective, most when the law firm who conducted the inter- let’s say, room for hope. likely limit the increase of capacities within nal investigation of the Diesel scandal got public prosecutors’ offices on the one hand, raided earlier this year. It is just a footnote, For obvious reasons, there is no effective and help corporate enterprises to decide to and it’s quite funny that the decision of the corporate defense possible, given that the cooperate and get credit for this cooperation responsible District Court of Munich needs legal environment is rather unclear. To me, on the other hand. But it would also make to be seen in the sequence of other deci- in scenarios where corporate enterprises the calculation of potential fines foreseeable sions of German district courts in similar are, on the one side, obliged to conduct for them, as well. settings. Why is that? It is basically because internal investigations to mitigate risks, it’s the last instance to appeal against dawn and are treated by the public prosecutor on Last, but not least, the biggest winner would raids in Germany. the other side as they would be in a set- be the constitutional state. Effective defense ting where criminal liability of enterprises would be possible for everybody, and not If one now takes a look at the various is an accepted tool, it’s just not accept- only for individuals. decisions issued by the District Court of able that an effective corporate defense Hamburg, Mannheim and Braunschweig, is hardly possible. Thank you very much. [APPLAUSE]

KAREN TODD: Thank you. Our Household names of activist sharehold- next speaker is Christof Jaeckle with ers are Carl Icahn, Bill Ackman with its Hengeler Mueller. Pershing funds, Daniel Loeb with the Third Point funds, and probably best known in DR. CHRISTOF JAECKLE: Dear Germany, Paul Singer with the Elliott funds. Claudia, dear Karen, dear co-panelists, dear colleagues, it’s an honor and great pleasure Companies that have come under attack to be here and celebrate Claudia and the worldwide by activist shareholders include entire Deutsche Telekom Legal Department the likes of Apple, DuPont, Dow Chemical, to receive this very prestigious award. There Microsoft, General Motors, Yahoo, Procter is no other General Counsel and no & Gamble, Morgan Stanley, Nestlé, other legal department in Germany which Airbus, and many others; i.e., you can say, deserves this award more than Claudia and the “Who’s Who of the World Economy.” her team. The quality and commitment of As a law firm in the U.S. put it, “no com- their work is unsurpassed, and I guess I pany is too big or too prominent to avoid can speak for all of the outside lawyers here activist attention.” in the room when I say that it’s always a KAREN TODD: I’m not a lawyer, but in privilege and pleasure to work with you and What are the typical objectives activists are the United States, it’s my understanding your entire team. pursuing, and who are they, if you want to that if you have a civil action, that typically categorize them? First of all, they are not the you would get fined, and if you have a crim- It’s also great to see Manfred Balz corporate litigators we used to know in the inal action, then you are facing potential jail here, the former General Counsel and past, who collected a couple of shares and time. Is that the same here in Germany? board member of Deutsche Telekom for then sued companies in corporate restructur- Legal and Compliance. He formed the Legal ings. They are also not private equity funds DR. THOMAS GRUETZNER: Not Department from the conversion of DT into making mid-term or long-term investments. really, that’s the difference in Germany, a stock corporation, and, most importantly, They are hedge funds who seek short term because we have the German Criminal Code managed to find the perfect successor, who profits, acquire minority stakes and typically and we have the German Administrative is sitting here. [LAUGHTER] stay engaged in a company for less than a Offenses Act, we don’t have criminal lia- year. That’s at least the average term. bility of corporate enterprises in its most My topic today is also a legal one, namely formal way. activist shareholders in public takeovers — They meanwhile have a lot of firepower. apologies to all of the M&A lawyers in the Elliott, for instance, has close to $40 billion KAREN TODD: Right. If somebody vio- room who know all of this already. under management; Icahn, more than $30 lates the Administrative Code, can they go billion; Third Point, close to $20 billion; During the next ten minutes, I will briefly and Pershing Square roughly $16 billion. to jail? touch on what activist shareholders are, This is about the size of the biggest private what their typical targets are, to what extent equity funds. DR. THOMAS GRUETZNER: No, you the entire movement has reached Germany, just have to pay. and what the specific role of the activists is Activists typically acquire minority stakes in takeovers in Germany. in publicly listed companies, which are big KAREN TODD: But if someone within enough to put pressure on the management to a corporation actually had a major, crim- Activists and their targets: During the last take certain steps. Typical steps so requested inal type violation, could they potentially couple of days, you might have seen in are paying out super dividends, making go to jail? the German press a lot of articles about share buybacks, making huge divestitures, this topic. The articles were about activ- spinning off assets, splitting up the compa- DR. THOMAS GRUETZNER: Yes, sure. ists trying, apparently not too successfully, nies, as just mentioned for Credit Suisse, If they are violating individually criminal to attack Procter & Gamble, their more cost saving, and new board compositions. laws, they could go to jail. Even if the man- successful attack on General Electric, and agement knows of certain wrongdoing and most recently, yesterday, an attack on Credit The FT [Financial Times] put it nicely: just lets it go, then the management could Suisse with an aggressive demand to split “activist investors are students of finance, also be criminally liable. up the entire group. not business,” so that their focus typically

is on financial engineering, to push up the On top, in Germany, you do not really price relatively quickly rather than long-term acquire full control over a listed company operative changes. Since they are typically if you only acquire a simple majority. As engaging with minority positions, they need you know, there is a strong independence partners, and the most likely ones are the of the boards, and there are rigid capital Blackrocks, the State Streets and others, maintenance provisions, which means i.e., the huge index funds. What they also that you only control management and get need is support from shareholder advisors, access to the cash sitting in a company if like ISS and Glass, Lewis. Sometimes they you can implement a so-called “domination manage to get such support, sometimes not. agreement.” Conclusion of a domination It seems as if the Blackrocks of this world agreement requires, as you all know, a major- tend to be more skeptical vis-à-vis activists ity of seventy-five percent of the votes in the more recently than in the past. shareholders meeting, which means that if you have hedge funds engaged in a takeover How does all of this affect Europe, and battle that you might need seventy-five per- especially Germany? Shareholder Activism cent of all votes. As a result, in German used to be much more a U.S. phenomenon, takeovers, you have often a minimum accep- but it has reached Europe, and meanwhile tance threshold of seventy-five percent. much linked to profit forecasts, which is also very much Germany. It is, however, entirely delinked from the offer price in the not an entirely new phenomenon here, Now, what does a hedge fund typically do: As prior takeover. This opens a huge door for but the relevance has increased recently. an initial step it tries to buy enough shares so arbitrage: It is, in other words, very attractive Already some time ago the first proposed that the bidder fails, without its co-operation, to stay in the company, not to tender shares, merger of the London Stock Exchange with to pick up seventy-five percent of the shares and then try to get, in the next step, which the Frankfurt Stock Exchange was basically so that the bidder is forced to either increase is the domination agreement, squeeze-out derailed by TCI, nicely called “Children’s the bid or to lower the threshold. or other post-merger transactions a higher Investment Fund.” Very recently, there were compensation than in the takeover. reports that Elliott, for instance, is targeting This is one specific issue in Germany — GEA Group. you need, basically, the seventy-five percent, Activists typically try to combine the two, and if somebody buys enough shares, he i.e., try to push up the price initially paid The objectives of activist shareholders are can frustrate the transaction or push the in the takeover, and then to collect a higher similar to those in the U.S., but there is price up. price for shares they have not tendered in one thing which is pretty peculiar, and I the second phase. want to spend now a couple of minutes The second issue I want to discuss is thereon, which is their role in public take- probably even more peculiar for the I want to illustrate this by three cases. over situations. non-Germans, which is that we have differ- The first one — and apologies for taking ent valuation regimes during and after the this example, but I think it’s a useful one There are two peculiarities in the German merger. In a takeover the price is basically — is the takeover of Kabel Deutschland takeover and corporate law, which help fixed by the bidder, provided that there is by Vodafone. The next is the takeover of activists to get involved and to exploit cer- a minimum price which is linked to the Celesio by McKesson, and the last one is tain situations. The first peculiarity is the historic stock price and certain prior or par- the takeover of Stada by Bain and Cinven, following: A bidder in a friendly takeover allel share purchases by the bidder. which is probably best known since it’s a situation typically wants to acquire one very recent transaction. hundred percent of the shares. Different If you want to have full control over a from the U.S. or the UK, there is no tool target company, you need, as previously Vodafone / Kabel Deutschland: The share to acquire such 100 percent just by secur- discussed, a domination agreement or a price offered by Vodafone was €87. As often, ing the support of, for instance, 75 percent squeeze-out, etc., which entitles sharehold- the acceptance threshold was 75 percent. of the target shareholders. You can only get ers to a compensation and such post-merger Elliott acquired close to 15 percent of the there if you can squeeze out the minorities, transactions typically follow entirely differ- shares. For practical purposes this meant which means that you need to have at least ent valuation rules. The valuation rules are, that the transaction would fail, if Elliott 90 percent and, in most of the cases, 95 in a nutshell, something like a discounted didn’t tender a part of its shares. Elliott percent of the relevant shares or votes. cash flow model, i.e., something that is very then decided, just to tender a portion of

usually barred from a further bid for one Again, many thanks for being here and year, but the competent authority can grant again, congratulations to the Deutsche an exception which it did in this case. In Telekom team. [APPLAUSE] the next round, the offer was more or less repeated, and Elliott then tendered the KAREN TODD: Now, I know that right number of shares. It’s interesting to activists typically go after the board in the see that hedge funds might miss tendering United States, and in the United States, we the right amount of shares so that a bid only have one board, but in Germany, you inadvertently collapses. have two.

Again, after the merger there have been the Does that tend to complicate the situation usual disputes on post-merger integration in terms of what the activists are trying steps and the compensation paid therefore. to accomplish?

The last transaction, which is somewhat DR. CHRISTOF JAECKLE: I’m not comparable to the Celesio/McKesson deal, sure that this changes the situation a lot. If is Stada. The Stada case is also interest- you want to change the management in the ing, as hedge funds were already engaged company, i.e., the management board you before a public takeover started. There was typically first need to change the supervisory their shares to allow the deal to go through a hedge fund called “Active Ownership board but it’s just one step more to take. but Elliott kept enough shares — which were Capital” which acquired some Stada shares not needed for the 75 percent threshold to and requested the board composition to KAREN TODD: Okay. What are the big- be reached — to collect a higher compensa- be changed. This was partly successful. gest challenges that someone faces in terms tion as a result of the following domination Thereafter, there was a first attempt of a of handling a German takeover and getting agreement. As mentioned, the offer price in takeover by the private equity firms Bain involved in it? the takeover was €87, and Elliott requested, and Cinven. The initial offer price was then, as compensation for the domination €66 and the initial acceptance threshold DR. CHRISTOF JAECKLE: The activists agreement something between €225 and 75 percent. Elliott again acquired shares. are running certain risks, primarily, since €275. It remains to be seen what the courts Now what happened is that the bidders there are relatively strict disclosure obliga- finally decide but you see how arbitrage reduced the acceptance threshold to 67.5 tions, as in many countries. You need to might eventually pay out. percent, realizing that the 75 percent will disclose if you have acquired three percent not be reached. Nevertheless, the first of the shares and again if you reach fur- The next case was a bit more complicated: attempt failed. The regulatory authority ther thresholds. What’s also very important Approximately 50 percent of Celesio was again allowed a second attempt. In the next is that you need to disclose also financial held before the transaction by Haniel. round, the two bidders, Bain and Cinven, instruments above a certain threshold, Celesio had also issued a sizeable con- further reduced the acceptance threshold to namely five percent. If you acquire, for vertible bond. Elliott bought again shares 63 percent, and the share price also went instance, options or if there are irrevocable and, in this case, also convertible bonds. up slightly to €66,25. Then the offer was offers, or even if you acquire cash settled The offer price was thereupon increased successful, but at a price: If you only pick up swaps or other instruments that allow you slightly. The acceptance threshold was 75 63 percent in lieu of 75 percent the takeover at least commercially to acquire shares, percent, including the shares sold by Haniel becomes at least potentially more expensive, you need to disclose this above a certain to McKesson subject to the offer being suc- since the bidder has to eventually pay a threshold. Besides, we have a market abuse cessful. Elliott again tendered some shares, potentially higher price in the course of the regulation throughout Europe. There have but they turned out to be not enough to post-merger integration to a larger group been some investigations by BaFin, which pass the 75 percent threshold — the assess- of shareholders. The price which has then is our regulatory authority, going after ment what it takes to reach the threshold been paid was indeed higher, namely €74. activist’s funds, since there have been such was more complicated among other due to suspicions of market abuse issues, also with the convertible bond. You see there is a lot of gaming back and respect to certain short-selling transactions. forth and a lot of arbitrage, and some issues A big issue is also acting in concert. Activists If you miss a minimum acceptance thresh- are triggered by specific German corporate like to coordinate their behavior, and do it old, under German takeover law you are and takeover law peculiarities. often in a form which is not apparent, but

if you are acting in concert, you have additional disclosure obligations, and in the worst case, you are even obligated to make a mandatory offer.

KAREN TODD: Thank you very much. Our next speaker is Burkhart Goebel with Hogan & Lovells.

DR. BURKHART GOEBEL: Thank you very much, Karen. Good morning, everybody. Congratulations to Claudia Junker for a very, very well-deserved honor. Thank you for allowing us to share the moment and the celebration. And thank you, in particular, for allowing us to share it with your entire team.

As Karen mentioned yesterday at the din- ner, not everybody typically has such a cover certain claims, and put claims out in conceded two minutes to me. This shows large showing of the team. The fact that other territories. You only can share what that your outside counsel also work together you have such a large turnout of your team you bring to the table, and those are your as a team! speaks to you, and speaks to the culture of intangible assets. Deutsche Telekom. I will focus on one asset where you are There are a lot of intangible assets that we really unique, and it is important to bear We, as your outside counsel, and I guess I talk about when we talk about claims in this in mind, because it is a singluar asset should speak for all of us, are grateful that the digital space. In all these areas, there’s that nobody else has in the entire digi- we are able to assist you, to advise you, to exciting legal momentum every day. It’s tal space. This is about branding. Digital work with you. It is good fun — we enjoy it. not like it ever stops — there are significant means branding. Understanding this is We are enjoying it because (a) you work as a developments: unitary patents coming up; very important, because the more it goes team internally, and (b) you challenge us. All trade secrets Directive to be implemented digital, the less there is direct human inter- I learned about the digital space, I learned action. As it is, I guess three years down the from you. I learned a little bit by myself, but by 9 June 2018 into German law and all other European Union member states; data road, my children will trust Siri more than quite a bit I learned from you, and that is they trust me. This is devastating, but it’s a mining, very important, in my perspec- very helpful. Learning alongside, as the com- reality. They will much rather ask her than tive; building a European Data Economy pany develops into, moves into the digital they will ask their father. space, and you’re always at the front end, is Report — the synopsis of the Report came out — Deutsche Telekom contributed to it; rewarding for us, as well, to be at your side. This is branding. People trust a brand. They and digital single market. We just had the don’t trust the product; they trust the brand. Congratulations to the team, and congratula- Tallinn Summit; eighteen legislative propos- I can give you hundreds of examples how tions to the great job you’re doing every day. als on the table. And even developments in people in the digital space provide brands Let me now turn to IP in the digital space. trademark law, where the Directive needs to with their most intimate information. They be implemented by January 2019. do this because they trust in the brand. As you can see on this slide, it’s a sharing economy; but someone owns it. It is true Now, I had a wonderful presentation cover- It’s important that your brand is at the very and you can see this at your email footer ing a whole thirty minutes and going into forefront of consumer perception, in partic- every day — life is for sharing. That does detail on each and every point of those, and ular when it comes to a shared space. How not mean that people would not claim terri- then I touched base with Karen yesterday do you make sure that your brand is there tories in that shared space. and she told me, “Well, you only have ten consistently, every day, everywhere? Because minutes.” [LAUGHTER] So, I cut it short. if it’s not, the consumer will not talk to DT, The shared economy is clearly an owned But I must express my gratitude to Dr. he will talk to Siri. And you’re out — as economy. There are people that consistently Jaeckle and Dr. Gruetzner, both of whom simple as that.

those circumstances where you have compe- even right now — these are just developments tition about which brand has got to be used in the color mark space that happened in on the product, you won’t be able to always Germany alone. I won’t go into the details put on an oven, Deutsche Telekom, or of all these decisions. You have five Supreme Powered by DT. Or on the car. I’ll bet with Court decisions over the last three years. you that BMW does not allow the T logo You have a decision completely to the con- on the steering wheel, maybe on the side of trary conceptually from the High Court of the car, but not on the steering wheel. England in London in January 2016. You have developments in the EU trademark You have plenty of opportunity to actually space, the Regulation and the Directive. convey to the consumer that he can enter that car in a pretty relaxed fashion, because the car That asset, in a way, is constantly under is actually guided by DT in Germany, because attack legally, and it’s the team effort that you can put Magenta on that key holder. You makes it work. It’s the team effort that has can convey to your customers that they can maintained that space free, that Magenta is, leave the house in a relaxed fashion, because indeed, a unique brand that can be used in DT’s network is taking care of the bread all sorts of digital circumstances, situations, The most exciting, in my personal percep- being baked whilst you are outside. which no competitor of yours in the world tion, and fascinating branding step done has. Vodafone would love it. They would about twenty years ago is this one [shows A very important message, and be proud of love to put red on the screen of any device slide with “Intel inside”]. It was very, very it. Be proud of it, because you’re in an abso- to show that it’s powered by Vodafone; it clever. We are now all used to it. But think lutely unique position. This is basically, that’s doesn’t work. Orange would love it. They what happened there, somebody put that an Anglo-America context [shows slide with have tried to monopolize the color orange, little badge, “Intel Inside,” on your laptop corporate colors], but if you look at corpo- they failed. It’s not that the others don’t try that moved a premium commodity, a very rate colors, you see the space that Deutsche it; everybody tried it; there’s only one com- valuable thing, that high-performing chip, Telekom boldly occupied in the early ’90s pany that succeeded, despite and against into an end consumer product. Now you is basically empty. You cannot do with red several odds. Congratulations to your team want to buy a laptop that has Intel inside; what you can do with Magenta. You cannot and yourself that you achieved that and con- you did not care beforehand. Consumers do with blue what you can do with Magenta. tinue to have it. Well done! [APPLAUSE] learned over time that they wanted to buy a Magenta is unique, and it is the team effort laptop computer with Intel inside and they of pretty much all of you involved. DR. CLAUDIA JUNKER: Can I make a are prepared to pay a premium. This little comment? There is this story, and I don’t thing put billions and billions of dollars For instance, Axel needs to negotiate the know whether it’s true or not — maybe into Intel every year. This is how value is license agreement in transactions, making Marion Schöberl and Manfred Balz can created; branding creates value. sure that Magenta has its proper place say whether it’s true. At the time when the in whatever combination you negotiate. Management Board decided on Magenta, This was an invention between the lawyers People need to defend the brand, need to the slides were put on wallpaper which was and the marketing team. The people cre- register the brand, roll it out. It is a very flower-patterned and nobody knew what they ating stuff said, “Why don’t we move our complex concept and, I remember Dr. Balz, were deciding. Is that true? [LAUGHTER] brand to the top of the product.” As you you wrote your doctoral thesis about pat- will figure out, it doesn’t work on this device ent law or intellectual property. You were DR. BURKHART GOEBEL: It’s the bold [shows mobile phone]. It works on com- skeptical when it comes to monopoly rights. decision; it’s the decision nobody dared tak- puters; it works on laptops; but it doesn’t Fair enough. Philosophically, I share the ing. If you look at the corporate color space, work on mobile devices, because there’s not skepticism, but that monopoly right is an everybody went into blue and red. Now, enough space. There’s only one company in invaluable asset. twenty years later, they are stuck with blue and the world that has an answer to the space red, and the use that needs to be made in the dilemma and it is you guys. Magenta really works only because you keep sharing economy, nobody’s able to do it. that space clear from competition, and that’s You can do Deutsche Telekom Inside, what Deutsche Telekom has been doing. KAREN TODD: How is this going to because you own Magenta as a color. You’ve been doing this constantly, not only affect their IP budget, in terms of imple- Deutsche Telekom Inside is possible. In all for the first ten years or fifteen years, but menting a color brand?

DR. BURKHART GOEBEL: I would say When legal tech arrived a couple of years ago it’s reasonably expensive. [LAUGHTER] in Germany, we were all rather curious, but thought that this would not have an impact, There is a tremendous return on this because all those legal tech products were in investment, every euro is money well spent. English. They weren’t able to understand the [LAUGHTER] agreements; and we thought that we would be safe for a while, and there would be no Now, of course, over time, a brand gains implications. That changed very quickly. some strength and it’s less expensive today Currently, we are using quite a number of than it was possibly ten years ago; that’s legal tech products, and this will also have an number one. Number two, when you enter impact on the working environment. into uncharted territory — and again, it shows the boldness of the company, where We’ve heard from some advising com- they had to face AT&T in the United States panies, that the size of law firms will — that was very expensive! But if the com- significantly decrease because many of the pany had not done that, the whole John things that junior associates did in the past Legere thing would not have worked out. are no longer required. We talked about As CEO, he needed to be able to walk into this yesterday evening, that this also has an that AT&T convention in Las Vegas with impact on learning. a magenta T-shirt and be carried away to stored and you had to implement all kinds prove that he is the real uncarrier. That’s First of all, let’s see what legal tech is in of data into the agreement so that it fits the the whole story, and that only works if Germany. I would like to mention three use for the agreement. Meanwhile, we have Magenta works, and for that, you needed to pillars that we have and that we see in the not only those Microsoft Word add-ins, but invest in the AT&T litigation. Honestly, it daily business. it’s also possible to link the agreements with is money well spent. [APPLAUSE] a finding that you have in the data room. First of all are the eDiscovery tools, and In Germany, this is not yet very advanced, KAREN TODD: Thanks very much. Our these are frequently used in due diligence but we see products that are very innovative, next speaker is Jens Liese with Noerr. inquiries and in compliance investigations. where the program tries to decide what part Those eDiscovery tools are sorting a lot of of the agreement will be important, and DR. JENS LIESE: Thank you very much, data, usually emails, based on certain cri- that is quite a big change from the old data- Karen, for the invitation. I am very happy teria. Those are pre-designed products that bases that we’re all used to. to be here, very honored. Congratulations, help you to digest a lot of information. obviously, to the entire Telekom team for Hopefully, by using those tools, your team Unlike eDiscovery tools, those document winning this award. It is a great award, and will be faced with only a few documents automation programs require quite a lot of we are really happy to be here. that are relevant, and they don’t have to input in advance, so that you have good read through each and every document. quality data in the program that you can use When deciding about a topic for today’s afterwards. eDiscovery tools are used to sort speech, I was asked to discuss technical eDiscovery may also be linked with AI — the data, and with document automation, things, but Claudia also mentioned that she artificial intelligence — and may be trained. you are constructing the documents that you would focus on the change of the environ- There are programs that can be trained so require for the specific case based on the ment that the Legal Department is facing, that they are more accurate than before, and input that you have fed into the programs. and that is not only a change in the square this is all intended to filter data. Law firms meters, in the boxes where you have to store are using eDiscovery tools in investigations, Probably the most innovative is the docu- your stuff, but it’s also a change that has compliance investigations, also other inves- ment review software. This document review some other effects. I would like to focus on tigations. It’s also being used in litigation. software is quite often used, for example, one aspect today, which is the effect that in real estate transactions, where you have, legal tech will have on our daily work envi- The second tool that we have is document for example, a portfolio that you want to ronment. In order to do this, I would like automation. You all have databases that you purchase. Those programs are capable of to briefly explain the background of what use to draw up agreements, and there is reviewing a high quantity of agreements, and legal tech is in Germany currently, and then quite a development in the quality of the they can also graphically display which parts to focus on what it does to our profession. databases. In the past, you had the database of the agreements are changed. Most often,

they can spell out the average term of the are automating documents, those are used for the data that is required. Therefore, the agreement; they can tell you in how many many cases. If it contains an error or mistake, legal engineer has to be both; he has to have months the tenants will probably leave the you’ll have that error or mistake in hundreds good knowledge of the legal framework, but premises. It was also possible before to ana- of agreements. This is why the quality feed- he also needs good understanding of the IT lyze this, but it required tremendous efforts back in the beginning, in the development of infrastructure, and of the IT solutions that of human time that was spent in collecting the software, is very important. That is some- are available. all the data that those document review tools thing that maybe was not the case, as such, are now doing electronically. before. Now lawyers are very much involved Those are the first two steps that do not in setting up companies. Unfortunately, we involve the traditional lawyer. Where does The document review, as I said, uses arti- have some young associates leaving the firm the traditional lawyer now come in? A good ficial intelligence, so in many cases, you who want to start their own startups because thing is that we are still needed, but it’s on have to train the program to fit the job. In they have some ideas of how this works, and a very different level. In the future, we will the beginning, you would tell the program it’s really important that the quality is good probably not focus very much on due dili- which clauses it should look at, and then when the software is prepared. gences and on standard work that has been you have to do this for five or ten agree- done in the past. Unfortunately, Claudia ments, and afterwards, the program starts The second step is also a new field, which yesterday told me that she didn’t really like learning this and asks the user questions. is the legal engineer. In many law firms, we data rooms. I didn’t think it was too bad That’s something completely new, and it’s are seeing legal engineers. The legal engi- [LAUGHTER], but it probably depends very interesting for lawyers who are working neers have to have a good overview over the a bit on where the data room was located with those programs. software that is available, because usually, and when the closing time of the data room you come with a question to the legal engi- was. I didn’t think it was too bad to be in That’s what we are currently seeing as the neer and ask him, “How can you support Hamburg; their data room closes at six three main products that are used in legal me in doing this and that?” Then the legal o’clock, so I always liked it. [LAUGHTER] tech, at least in our M&A environment and engineer will know two or three software Unfortunately, this all will fall away. in the litigation and compliance departments. solutions that can be used to fix the issue for the client. All the data that has to be collected will What implications does it have for lawyers? be done by the machines. The lawyer only The good thing is, first of all, it has created a The legal engineer has to have very good comes in to evaluate and cross-check. The dif- completely new quality of lawyer. When devel- overview over the market; he has to have a ficult part is that if you don’t have data room oping the software, you need very good input very good understanding of the technology experience, it will be difficult to say whether from lawyers, which is demonstrated, for that can be used and that is used; and they or not the result of the software is plausible example, with document automation. If you are usually also feeding the programs with and makes sense. It will require a lot more

training of the young colleagues. On the do today haven’t been done in earlier times. other hand, the double-check is very import- When did you buy your first mobile and ant. You have to have somebody who checks when did you first use mobile data services? the result of the due diligence, for example. None of that was there ten years ago. E.g., an iPhone came to the market just ten years Second of all, when it comes to the docu- ago. We don’t produce it, but it changed ment automation, it is also a bit dangerous the business. I guess my colleagues would to just use the document that has been agree that every single day we are constantly prepared. It is obviously important that having new tasks. you have a lawyer who is very skilled and who thinks out of the box, something what KAREN TODD: How has your depart- we already heard, to see whether the agreement changed as a result? ment that the software has prepared for you actually works. For example, if you are DR. CLAUDIA JUNKER: We all doing an asset deal, you have a standard constantly need to adapt to whatever lies agreement that usually works. But then if ahead. We need to think ahead, and we it comes to permits that have to be trans- need to anticipate what we need to qualify ferred, there may be different priorities. If for. We can not run behind. The industry you have, for example, an energy-intensive is changing rapidly. company and you have a privilege under the German renewable energy act, that doesn’t Don’t worry about your jobs — the lawyers KAREN TODD: I want to ask the pan- transfer very simply. The program will not are still needed, because you have to have elists, in terms of your relationship with know this. The program will provide you quality checks on everything; otherwise, Deutsche Telekom, how have these develop- with a very good quality agreement, and you’re never going to get quality out. ments affected you in your relationship with with an agreement that works very well them? Who wants to start — Astrid? from the beginning to the end, so it has What do you see as the future develop- been very carefully drafted, and it will be, as ments in this area? DR. ASTRID KRUEGER: This is a such, of a very good craftsmanship. But you difficult question, because changes are so will not know whether it actually fits your DR. JENS LIESE: The future development gradual. If I compare now and ten years ago, needs, and this is where the lawyers will will be that we have acquired a differentia- the interaction, the speed of the exchange, come in again to see, does it fit our need, or tion between the legal jobs that we have. the amount of information, knowledge and do we have to amend something? The risk Currently, the traditional idea of German basis that is already there when we, as law- is that we will all be relying too much on law is that a lawyer is a lawyer, and he can yers, start our work, has really changed. It’s the technology, when this may cause quite do everything. That is a bit of tradition, not something that you see on a day-to-day significant disadvantages. so that you have the universal expert who basis. If you want to nail me down on one knows everything. We will have a trend to word, I think it’s probably “turnaround Overall, I think there will be quite a signif- even more specialization faced by legal tech. time,” because of the new means of commu- icant change to our profession as lawyers, nication and the experience that has been based on the legal tech, and I think it’s KAREN TODD: Thank you very much. I building up that goes into every advice that a very good idea that you have the Legal have some questions for Claudia. Since you is rendered. Tech Officer within Deutsche Telekom AG, started working for Deutsche Telekom, what because there are many legal software pro- have been the most significant changes in DR. CLAUDIA JUNKER: We think grams on the market, and many trends. I the telecommunications industry, and how about a dividend in kind, and you have to think it’s also a very interesting time, and has your department changed as a result? come up within half a day with a solution, it’s good to be involved in this. things like that. DR. CLAUDIA JUNKER: This is a really Thank you very much. [APPLAUSE] big topic. The most significant change was KAREN TODD: Christof? before I started working at DT Legal. We KAREN TODD: My background is engi- were an incumbent, and now we are a DR. CHRISTOF JAECKLE: I would say neering and in that field, we know that it’s private company, however, many of our ser- that sophistication has even increased, so always garbage in, garbage out. [LAUGHTER] vices are still regulated. Many things that we people starting at a leading law department

as Deutsche Telekom have typically quite The color trademark is a thing that was, when introduced, significant and valuable experience when they start. The cooperation becomes more very unusual. We have a color trademark, Magenta, as is and more a real partnership of people who quite obvious from this slide of magenta objects, which is are at the same level, basically, in terms of experience and knowledge. The difference protected in the EU and in several other states. It was one is that, obviously the perspective is different of the first color trademarks; now others are trying to have a when you are sitting in-house and outside, but I think this will be a trend that’s going color trademark, too. — Dr. Claudia Junker to continue, the degree of sophistication and experience will further develop. significant corporations. I’ve seen that very Coming to your conclusion, Mr. Gruetzner, rarely; Claudia, of course, was taken from a you had about six conclusions, saying that you KAREN TODD: Thank you. Burkhart? law firm; I was taken from a law firm, actu- would have some client-attorney privilege ally, in my day. But I see very few partners under certain circumstances. Would you also DR. BURKHART GOEBEL: The effi- of renowned law firms who would want to include in-house counsel with respect to this ciency; you have a very focused team working be a General Counsel in many companies. attorney-client privilege, or was it only meant with smaller outside counsel teams — at least I remember very much how difficult it was to be for the outside law firm? what I have seen over the last twelve years — to convince Claudia to come in-house. It it’s not only you guys have gone down forty was really a job. Actually, I spent, I don’t DR. THOMAS GRUETZNER: That percent in your head count; we have gone know, how much of my time getting her was the question Claudia raised yesterday down, too. Fair enough. When things are there. In the end, she did it, and I think she initially when I raised the topic. To me, more focused, there is more efficiency and, is not unhappy. But will there be more of it would make total sense if one would of course, more use of technology. That is a this revolving door, in, out, between the two include an attorney-client privilege for better use of resources and leads to a better subsets of our profession? I have no clever in-house counsel, as well. But as I have product at the end. Pretty good! idea about it, but I think we should have said, at the moment, I’m still seeing my sug- more, definitely, than we see. Of course, it gestions on a long journey of discussions. KAREN TODD: Great! Jens? Just from my own views, my perception is has to do with career patterns and lifestyle that attorney-client privilege of in-house issues, but I would like to see more of that. DR. JENS LIESE: There’s not much I can counsel is at the moment, being considered I don’t think it’s growing enough at this add. One remark that I had is that I have within government and authorities still dif- moment. Thanks a lot. noticed that meetings are very often telecom ferent from external counsel. I can disagree meetings, so we have a telephone call on with that, but I think that’s the perception KAREN TODD: You’re welcome. I want this. In the past, sometimes you met and at the moment. Whereas my suggestions are to ask the audience, since a lot of you are that wasn’t really efficient, flying somewhere an extension into a de facto scenario where corporate counsel, if someone has a specific for two days and then have a meeting of the corporate enterprises need to defend three or four hours. That is a change. comment in terms of your relationship with themselves, that’s from my perspective just Everything is becoming more virtual. I the outside law firms, what kinds of things an extension of this situation. One could think there are still bigger steps ahead, so do you want to see to make that relation- certainly say that attorney-client privilege if you are working on documents jointly, I ship better? Anyone? Claudia? should also belong to in-house counsel’s think that has a lot of changes ahead. But land, but my suggestion includes that it we are moving into digitalization. [AUDIENCE MEMBER]: I’m also with cannot make any difference, speaking about Deutsche Telekom, but not with the Legal the attorney-client privilege, whether the KAREN TODD: Okay. Yes? Department, “Legal” is only my hobby. I’m documents are located in a law firm or in a tax guy. [LAUGHTER] a company, because that’s just odd to me. DR. MANFRED BALZ: I have one When you can say, well, you cannot do it in question concerning the role of in-house I have one question for the presentation a law firm, but I can go and get it from the and outside lawyers: Will there be more of Mr. Gruetzner with respect to inter- company or from the client. exchange, more revolving doors type sit- nal investigations. And it relates to your uations or fewer? In the U.S., it’s very question, Ms. Todd, in-house counsel In a way, this leads to in-house counsel common. I was in a U.S. firm where people and outside legal counsel — how can they having some kind of privilege, then. But as came in and out to be General Counsel of effectively work together? I said, the District Court of Braunschweig

is saying everything you’re preparing inter- DR. BURKHART GOEBEL: With that are important, we can then do the legal nally, regardless of where it’s located, should regard to in-house counsel and outside law- work. That would be one thing that comes be treated as privileged. yers working together effectively, we need to my mind, which is probably a huge chal- early warning! [LAUGHTER] lenge, looking at the complexity of things. Join me on that journey and support these arguments, and I’m happy to support this It’s true — turnaround time has gone down DR. CHRISTOF JAECKLE: There is argument, as well. As I said, it will be prob- dramatically, and we typically deliver over- certainly a tension between cost awareness, ably a hard time for us; we might see each night, within two hours, within four hours, which is fully appreciated, and quality, which other quite frequently on that journey! whatever it is — early warning is appreci- to some extent depends on being fully ated. So, that is number one. And number informed and involved. We appreciate this. DR. CLAUDIA JUNKER: As of the 1st two, where projects are cooking. We all It’s clear the more you know of a project, the of January 2016, we do have partial legal want to know what’s in the pipeline. The more you are also part of certain internal dis- privilege for in-house lawyers who are admit- more we are involved overall the easier it cussions if M&A talks to tax. The more you ted to the “in-house bar.” This does not will be to deliver. understand the project, the better the advice will be. We fully understand that people are apply to criminal law cases, but it applies DR. CLAUDIA JUNKER: Actually, looking on their watch and saying, “What in civil law cases. This can play a role in we like early warning too and promote it. can we also do internally?’ There will always international litigation: You have an unfair [LAUGHTER] be a compromise to be made. It’s important situation when you have litigation that is to understand that if you do not know all USA/Germany, because U.S. in-house DR. ASTRID KRUEGER: I have one aspects of a project, your advice, will always lawyers have legal privilege. In a discovery, point to add. All of the things we are be somewhat limited. we cannot get documents out of the legal dealing with have become more complex, department of the U.S. company, but they because you’ve got the many different legal DR. THOMAS GRUETZNER: I will sum- could previously get documents out of our areas, and you also have internally the many marize it, regardless of legal tech or not, it’s legal department. Now everybody who is different stakeholders that feed into a proj- all about communication and no surprises. admitted to the German “in-house bar” has ect that becomes a legal problem. What I legal privilege in civil procedures. If you ask admire, and what is probably one of the KAREN TODD: Jens? my colleagues, I think many of them are most important capabilities and skills from admitted already. our perspective, is being able to coordinate DR. JENS LIESE: I don’t think I have any- all of those different stakeholders, bring thing to add that wasn’t already mentioned. KAREN TODD: Burkhart, was there them together at one point so that with It’s always good to know the background so something you wanted to add? all the coordinated information and stakes that you can maybe think out of the box.

It’s very difficult to think out of the box, KAREN TODD: Does that mean that you’re DR. CLAUDIA JUNKER: I enjoy being if you are only asked to prepare an agree- on your cell phone twenty-four hours a day? with my husband. [LAUGHTER] ment of good craftsmanship. But that isn’t intended to be criticism, because in the DR. CLAUDIA JUNKER: No. I also like KAREN TODD: I’m sure that he appreci- past, it worked really well, and we were able sleeping. [LAUGHTER] ates having time to spend with you. to somehow structure things differently. It’s important to keep this, even with the I have something to add about the cell I want to thank our Guest of Honor and cost-sensitive environment. phone. I have to say this about someone Distinguished Panelists for being here today who is here today, Christian Dorenkamp. and sharing their wisdom with us. I also KAREN TODD: How do you coordinate In July, we negotiated a deal, and we had want to thank the staff of Allen & Overy for the fantastic job they did. Finally, thank with all of the in-house lawyers from around to get it done in forty-eight hours, or it was you to the audience, especially to all those the planet? off. On the second day, we realized there from Deutsche Telekom who traveled here might be some tax issues in there, and I from Bonn for this program. DR. CLAUDIA JUNKER: We have, called Christian. He helped us, and then in particular, a model which we call “rela- in the negotiations, at midnight, we had a tionship partners.” That means for every situation which was not solvable, and it was subsidiary with business, we have people at around tax issues. I called Christian with- the so-called headquarters that will establish a out pre-warning at a quarter past midnight, constant communication channel to them so he picked up his cell phone, and he negoti- that we get all the information needed. That ated with us for the next two hours. That’s works quite well. Then we meet frequently. a great colleague! [APPLAUSE] Knowing people and talking to each other — communication is of utmost importance. KAREN TODD: One of the favorite ques- I spent, for example, a week in one of our tions we like to ask of General Counsel is subsidiaries this year, just working with the what do you like to do in the five minutes of team. You constantly have to stay in contact. free time that you have each month?

Astrid is a Munich-based partner in the and is developing corporate reorganizations. corporate/M&A department of Allen & Her client base consists mainly of corpo- Overy LLP and also serves as managing rates as well as of private equity investors. partner of Allen & Overy Germany. She has almost 20 years of experience and Astrid studied law at Ruprecht-Karls- specializes in national and international University of Heidelberg, Germany. She M&A transactions. is the author of numerous publications on corporate and transactional topics and a She manages multi-jurisdictional transaction regular speaker at conferences. teams throughout all stages of acquisition/ disposal processes, including the post- Astrid is a German native speaker and is Dr. Astrid Krueger merger integration. Astrid also frequently fl uent in English. Partner advises on distressed restructurings as well as in the implementation of tax structurings

Allen & Overy LLP industries. These include: advising Ahold To support our clients’ international strate- on its merger with Delhaize to create gies, we have built a truly global network now Europe’s largest listed food retailer and spanning 44 offi ces in 31 countries. We have Allen & Overy is an international law fi rm the fi fth-largest in the U.S. with 6,500 also developed strong ties with relationship providing legal services for global business stores; working on Anheuser-Busch Inbev’s law fi rms in over 100 countries where we do and industry. takeover of SABMiller PLC — the largest not have a presence. This network makes us commercial loan in history of the global one of the largest and most connected law At a time of signifi cant change in the loan markets at USD 75 billion; advising on fi rms in the world, with a global reach and legal industry, we are determined to con- the ground-breaking Coral South Floating local depth that is simply unrivalled. tinue leading the market as we have done LNG project in Mozambique across eight throughout our 87-year history. We will A&O offi ces; and advising Cagamas on Global coverage in today’s market does not do this by ensuring we always challenge the largest “dim sum bond” in Southeast simply mean having offi ces in important ourselves to bring new and original ways Asia and the world’s fi rst offshore renminbi cities around the world. For us, it means of thinking to the complex legal challenges bond issued by a mortgage company. combining our international resources and our clients face. sector expertise to work on cross-border Building on our long heritage enables us transactions directly in the markets and Over the past year we have worked with to attract the most talented people and con- regions important to our clients. some of the world’s leading businesses tinue to deliver this level of innovation with on transactions that have changed their and for our clients. For more information: www.allenovery.com

Dr. Thomas Grützner is a compliance and Representative Legal Matters dispute resolution partner in the fi rm’s • Represented several DAX 30 companies Munich offi ce. He is a seasoned lawyer with in compliance matters. more than ten years of experience advising • Leading several large investigations for DAX on various areas of law such as white-collar 30 companies and communication with crimes, compliance issues and compliance national and international authorities. investigations, litigation and arbitration. He is a visiting lecturer at Leibniz University in • Conducting smaller investigations for Hannover and publishes on a regular basis several DAX or U.S.-based companies. books and articles on current compliance-re- Conducting ongoing internal investi- lated developments and court decisions. gations for more than 20 companies Dr. Thomas Gruetzner Dr. Grützner is a member of the steering internationally and in Germany in the Partner committee of GlobalComplianceNews, a last 18 months. compliance news website with global reach • Leading compliance due diligence for a moderated by Baker McKenzie. company with global operations and an annual turnover of several billion euros. Practice Focus • Leading business partner screening Dr. Grützner advises and represents com- of approximately 3,000 agents for a panies in post-M&A disputes, construction DAX 30 company. disputes, compliance-related disputes and compliance issues in general. Over the • Leading compliance review of 850 consul- past years, he has conducted a number of tancy contracts for a DAX 30 company. multijurisdictional compliance projects and • Analyzing anti-corruption laws in more compliance investigations. than 180 countries.

Baker & McKenzie estimate that our use of alternative legal ser- • We supported BHP Billiton on the devel- vices in Belfast, our e-discovery platforms opment of a Forests Bond co-developed Innovation and our use of legal project management in conjunction with the International are already bringing in more than $20 mil- Finance Corporation, part of the World 2017 saw the formal launch of our innovation lion in annual revenue. Bank. The Bond aims to achieve emis- initiative, which has already made some major sion reductions through a combination announcements. Baker McKenzie is the only Our TMT (Technology, Media & Telecoms) of forest protection and community devel- law fi rm to partner with the World Economic group was our highest growth industry Forum on their Fourth Industrial Revolution sector. In continuing to offer our clients opment activities in East Kenya. project, which aims to accelerate the deploy- a robust industry focus, we launched our • Victory for Dyson before the European ment of technology and science for positive fi fth and sixth industry groups this year: Court of Justice in a case where the court impact on individuals and the societies, while Consumer Goods & Retail, and Industrials, ruled true-to-life testing, where technically minimizing their downside risks. Manufacturing and Transportation. possible, must be used to measure the energy performance of vacuum cleaners. Baker McKenzie recently announced the They join: Energy, Mining & Infrastructure; opening of our Toronto-based Whitespace Financial Institutions; Healthcare and • We advised Yum! Brands, Inc. on the cor- Collab as a major hub for driving collab- TMT. Expanding our industry offerings is porate implementation of the $9.7 billion oration between the Firm and clients, and part of our strategy as a Firm to help antici- global restructuring relating to the spin- in May we highlighted how we became the pate our clients’ needs by getting even closer off of its Chinese restaurant operations. fi rst law fi rm to roll out machine learning to them and their industries, by under- • An international team of Baker McKenzie technology on a global scale. standing trends within the sector. lawyers advised digital technology com- Our Work Not only are these initiatives benefi tting all pany Konica Minolta on its acquisition of of our clients and people, but they are also The Firm advised on some of the world’s Ambry Genetics Corporation, a leading already beginning to make a direct fi nancial most important deals and cases during the diagnostic solutions provider for heredi- impact on our fi nancial performance. We year, including: tary conditions, for up to $1 billion.

Christof Jaeckle has a general corporate and assets, the sale of a majority stake in Scout24 M&A practice, with particular experience by Deutsche Telekom and the sale of Strato in private equity. He advises a broad range by Deutsche Telekom. of German and non-German corporates, private equity and sovereign wealth funds. Christof Jaeckle is a graduate of the University of Freiburg (Dr. jur.) and also Christof Jaeckle has been involved in a wide holds an LL.M. from the University of range of transactions including: the carve Michigan Law School (LL.M.). He was out and sale of Deutsche Telekom’s broad- Co-Managing Partner of Hengeler Mueller band cable assets, the carve out of Deutsche from 2004 to 2008 . Telekom’s German mobile infrastructure Dr. Christof Jaeckle Partner

Hengeler Mueller Combining the creative expertise of dif- and cost-effective teams for each transaction ferent practice areas and industry sectors, — interactively in various fi elds of practice — Hengeler Mueller is a leading German law Hengeler Mueller is dedicated to absolute tailor-made for its clients’ requirements. fi rm with more than 260 lawyers operat- quality of legal advice and the highest stan- ing across its offi ces in Berlin, Düsseldorf, dards of service blending its know-how with Hengeler Mueller supports its globally Frankfurt, Munich, Brussels, London and a critical sense of perspective. Its aim is to active clients at every stage with integrated Shanghai. deliver practical and effi cient legal solutions international teams; carefully assembled to that are robust and permanent. deliver what each specifi c mandate requires Hengeler Mueller is specialized in high- (Integrated Team Concept) and makes full end legal advice to companies in complex use of a distinctive international network, business transactions and provides advice Hengeler Mueller is a true, independent partnership of professionals, where caliber drawn from different legal systems, markets to leading German and international indus- and cultures. Its ties with leading fi rms is matched by character, entrepreneurial in trial and commercial companies, private throughout the world are exemplary and thinking and handling and international in equity companies, banks, insurances and widely recognized as setting the standard in education, training and practice. Cultivating other fi nancial service providers. The law international legal services. fi rm works for large corporates and for an in-depth knowledge and expertise in small start-ups applying the same level of a wide spectrum of business law matters, commitment to all of its assignments. Hengeler Mueller establishes result-oriented

As the firm’s Regional Managing Partner Burkhart has represented clients in prelim- for Continental Europe, Burkhart Goebel inary rulings before the Court of Justice helps clients navigate the challenging seas of the European Union arising from juris- of complex cross-border and multiple dictions that include Austria, Finland, jurisdiction IP litigation. In his 20 years Germany, and the UK. of experience, he has pleaded or acted as instructing counsel before senior courts Burkhart argued the lead case before the in almost every jurisdiction in Europe, European Court of Human Rights estab- handling some of the largest multiple lishing that both trademarks and trademark jurisdiction disputes in the history of IP applications are protected through the prop- litigation. He constantly draws on the erty guarantees of the European Convention Dr. Burkhart Goebel experience and insights gained from these of Human Rights. He defended intellectual Partner different jurisdictions to make each case a property before the WTO, and has litigated success. He knows how to avoid surprises against the enforcement of several multilat- — he’s seen where the pitfalls lie and guides eral and bilateral treaties. clients around them. Rare among IP litigators, Burkhart has particular expertise in World Trademark Review (WTR) says that IP-related public international law. Working clients call Burkhart “...a phenomenal law- closely with offices from Spain to Russia yer, strategist and litigator; he has a great adds to his deep understanding of a wide demeanour, and is the most sophisticated range of legal issues and jurisdictions. lawyer we have ever worked with.”

Hogan Lovells LLP governments. We help you identify and Giving back to communities and society is mitigate risk and make the most of opportu- fundamental to good business. And, it’s Change is happening faster than ever, and nities. Our 2,800 lawyers on six continents part of our core. We are advocates of jus- to stay ahead, you need to anticipate what’s provide practical legal solutions wherever tice, equality, and opportunity. Everyone next. Legal challenges come from all direc- your work takes you. at Hogan Lovells is asked to volunteer at tions. We understand and work together least 25 hours a year as part of their normal with you to solve the toughest legal issues A fast-changing and inter-connected world work duties. Around the world, our people in major industries and commercial centers requires fresh thinking combined with are making a difference through pro bono around the world. Whether you’re expand- proven experience. That’s what we pro- activities, community investment, and social ing into new markets, considering capital vide. Progress starts with ideas. And while justice. from new sources, or dealing with increas- imagination helps at every level, our legal ingly complex regulation or disputes, we can solutions are aligned with your business Diversity and inclusion is at the core of help. Whether change brings opportunity, strategy. Our experience in cross-border who we are and how we do business. We risk, or disruption, be ready by working and emerging economies gives us the mar- are a high-performing global team with with Hogan Lovells. ket perspective to be your global partner. people from different backgrounds, per- We believe that when knowledge travels, spectives and life experiences. We are at our Straight talking. Understanding and solv- opportunities arise. best when we can be ourselves — working ing the problem before it becomes one. together and delivering for our clients. Delivering clear and practical advice that Our team has a wide range of back- gets your job done. Hogan Lovells offers grounds. Diversity of backgrounds and We embrace inclusivity, educate on differ- extensive experience and insights gained experience delivers a broader perspective. ences, and celebrate the unique value of from working in some of the world’s most Perspectives which ultimately make for each of our people. Everyone at Hogan complex legal environments and markets more rounded thinking and better answers Lovells has the opportunity to develop, for corporations, financial institutions, and for you. excel, and lead.

Dr. Jens Liese is a partner in Noerr’s • Stora Enso on the sale of a special paper Corporate Department in Düsseldorf. factory in Uetersen He advises international groups, fi nancial • Deutsche Telekom on the acquisition of investors and family companies. M&A proj- the GTS Group from a PE consortium ects, in both the national and international context are central to his work. He has • Shareholders on the sale of trivago particular experience in complex restruc- to Expedia turings, especially including mergers and • Pfl eiderer on the sale of the Pergo Group acquisitions. Mr. Liese has extensive deal to Mohawk experience across many industry sectors, • DAX30 company on the establishment of including signifi cant depth in telecommu- a facility management joint venture Dr. Jens Liese nications. He has led major cross-border Partner deals, notable matters include advising: • Insight Venture Partners on various investments • trivago on its IPO on NASDAQ — the Noerr team was honoured as Mr. Liese has been recognized as a leading “Transatlantic Equity Capital Markets expert for both Corporate (since 2014) and Team of the Year” by American Lawyer Private Equity Law (since 2013) by Best and Legal Week Lawyers in Germany. Legal 500 recom- mends Jens Liese in its current edition as • Deutsche Telekom on the acquisition lawyer for Corporate and M&A. He stud- of 7,700 mobile masts from Telefónica ied at the universities of Freiburg, Grenoble and E-Plus (France) and Jena. He joined Noerr in 2010 • Deutsche Telekom on the acquisition of and became a partner in 2013. frequencies in the 3.5 GHz range

Noerr LLP responsibility and are at liberty to make truly cross-border advice. In addition, Noerr their own decisions. The fi rm is committed is the exclusive member fi rm in Germany Noerr stands for excellence and entrepre- to always going the extra mile for its clients for Lex Mundi, the world’s leading network neurial thinking. With well-versed teams of and to resolving complex matters with the of independent law fi rms with in-depth strong characters, Noerr devises and imple- perfect mix of experience, excellence and experience in 100+ countries worldwide. ments solutions for the most complex and sound judgment. sophisticated legal matters. United by a set of Noerr has long had its own offi ces in all shared values, the fi rm’s 500+ professionals In complex and dynamic markets new major Central and Eastern European capi- are driven by one goal: the client’s success. approaches are regularly required — and tals. With around 100 professionals, Noerr Listed groups and multinational companies, delivered by experts who bring both the is one of the leading law fi rms in the region. large and medium-sized family businesses know-how and the necessary passion. as well as fi nancial institutions and interna- Offi ces: Alicante, Berlin, Bratislava, Brussels, tional investors all rely on the fi rm. As one of the top European law fi rms, Bucharest, Budapest, Dresden, Düsseldorf, Noerr is also well established internation- Frankfurt, Hamburg, London, Moscow, Noerr’s advisors make their clients’ chal- ally. With offi ces in eleven countries and a Munich, New York, Prague, Warsaw. lenges their own and are always thinking global network of top-ranked “best friends” one step ahead. In doing so, they assume law fi rms, Noerr is able to offer its clients