NYSBA SUMMER 2009 | VOL. 14 | NO. 1 New York International Chapter News A publication of the International Section of the New York State Bar Association

Message from the Chair

“NYSBA INTERNATIONAL” AT 21 tants”) and, with the assistance Twenty-one years ago, Lauren Rachlin and a group of Executive Vice-Chair (now of like-minded individuals won approval from the Chair-elect) Steven Krane, NYSBA leadership to unite the International Law and established formal ties with the International Practice Committees of the NYSBA into International Bar Association. one unifi ed section, the International Law and Practice This year, we are working Section (recently renamed “the International Section”). to bring this Section to a new As the Section approached its 20-year anniversary in level of effectiveness and im- 2006, Chair Jack Zulack, and Chair-elect Ollie Armas, pact by moving vigorously in announced at the Executive Committee’s Annual Retreat two superfi cially contradictory, the launching of Task Force 2026 (“Long-Range Planning but profoundly complemen- Michael W. Galligan Task Force of the International Law and Practice Sec- tary, directions: to increase the tion/The Next 20 Years”)—a project aimed at imagining Section’s level of service and involvement with the legal and planning for what this Section might and should community of our home state of New York and, at the look like twenty years into the future. Under Chair same time, to expand and fortify the Section’s outreach Marco Blanco’s leadership in 2008, the Section focused to legal communities throughout the world. Just as the strongly on articulating the mission and goals of our deep roots of the great maple trees that grace the broad Committees, revived our Foreign Lawyers Committee landscape of this state support the wide expanse of their (formerly the “Counsel of International Legal Consul-

Inside “Out-of-the-Money” Options and Tax Hikes in the U.K...... 10 Message from the Chair ...... 1 The Global Financial Crisis in Brazil: Note from the Editor ...... 3 Effects and Opportunities ...... 10 Of International Interest Committee Focus: Insurance and Reinsurance Committee NYSBA Survey Proves the Economy Is the No. 1 Issue ...... 4 Update: Costa Rica to Allow Private Insurers to Set The Indian Economy and Legal Sector Post-Economic Up Shop; CAFTA Comes into Force; Licensing Slowdown ...... 5 Regulations Issued ...... 14 It Was the Best of Times, It Was the Worst of Times . . . Meeting News...... 16 Practicing Employment and Labor Law in Canada Recent Events ...... 18 in 2009...... 6 Committee News ...... 19 In Bad Economic Times, Mexico Is Here to Help ...... 8 New Section Members ...... 20 branches, we aim to intensify and expand our activities as guardians of minor children residing in New and profi le in this state in order to also support the vigor York; correlating Articles 8 and 9 of the New York of our outreach to South as well as East Asia, Eastern as UCC with the laws of non-U.S. jurisdictions (most well as Northern Europe, Africa as well as Latin America noticeably Ontario law); developing guidelines for and the Middle East. discovery in international arbitration; streamlin- ing procedures for transfers of bank accounts of Our efforts to intensify and expand our activities and foreign decedents to heirs in civil law countries, profi le in New York include: and the registration of trusts in New York to secure 1. Leadership and support from this Section to af- U.S. taxpayer status. ford continuing international legal education in On the federal level, there are also opportunities New York that is practical and concrete. We began to help fashion and improve international law. To take this year with plans for two full-day programs one example suggested recently by our Committee on in the Spring: (1) Fundamentals of International the International Intellectual Property Law, there may Practice, primarily designed for new attorneys be signifi cant work to be done in trying to harmonize and seasoned attorneys who are for the fi rst time the disparate treatment of intellectual property assets dealing with cross-border clients, legal issues or in the bankruptcy proceedings of different countries. I transactions that involve the law of different coun- believe that this Section should be at the forefront in the tries, and (2) the International Practice Institute, fashioning of whatever legislation eventually emerges designed for attorneys with at least some experi- in response to the continuing efforts of the Organisation ence in international practice, which was to focus for Economic Co-operation and Development (OECD), on the new issues and prospective challenges to especially through the Financial Action Task Force, to the transnational practice of law posed by the more closely scrutinize and track the activities of private Great Credit Crisis of 2008 and 2009. The Funda- companies, partnerships and trusts to prevent private mentals program was a great success but, sur- entities from becoming conduits to fi nance terrorism and prisingly, drew very strong attendance from the money laundering. Embedded in at least some of these more experienced attorneys, who were expected proposals are “gatekeeper” provisions that could serious- to be more attracted to the Institute. The Institute, ly impair the principles of client-attorney privilege and which offered a wide range of panels and sessions confi dentiality: to these provisions we must be willing to related to the Great Credit Crisis but took place give intense scrutiny and a spirited defense of the core only two weeks after Fundamentals, regrettably principles of our profession. drew a lower than expected registration, causing us, in connection with the NYSBA CLE Depart- No less important is the work of our Committees ment, to have to cancel the event to contain any dedicated to the work of public international law, human fi nancial losses for the Association. We know from rights and international organizations—particularly the the very favorable reception to Fundamentals United Nations, the most visible and the most important that there is a real need and interest in strong and (even if at times controversial) of today’s international vigorous CLE in the international arena. It may institutions, which is headquartered in our own State and be that the more interdisciplinary and interactive City of New York. Notwithstanding the private practice format that framed the Institute is more appropri- focus of perhaps the majority of our members, a vibrant ate for colloquia for specially invited international law-based, global society can only fl ourish in a world practitioners. Thus, while our fi rst experience where war is prevented, human rights protected and in offering these types of programs was not an worldwide mechanisms to support civil society as well as unalloyed success, we have learned valuable les- personal freedom, creativity and originality are promoted. sons that we can use as we continue to plan for strengthening our educational offerings to the Our efforts to strengthen and vitalize our outreach New York international Bar. to the many jurisdictions outside our state and national borders include: 2. Leadership from this Section to make the law of this state affecting cross-border commerce, 1. Strengthening the Section’s extensive network of dispute resolution, communications, and personal Chapters outside the United States, with special relationships as good as it can be. “International attention to the Chapters the Section approved in Law” surely affects multinational enterprise, com- 2008, such as India, Thailand and Vietnam, and in merce and investment but it just as assuredly af- 2007, such as Australia, Finland and Iceland. This fects thousands upon thousands upon thousands year, we seek to expand our network of Chapters of businesses, families and individuals through- in Asia, Eastern Europe, Africa and the Middle out New York. Possible topics of study include the East. Moreover, this year, our annual Fall Meeting enforcement foreign currency judgments in New will take place in Singapore, poised at the intersec- York courts; the qualifi cation of foreign persons (Continued on page 22)

2 NYSBA New York International Chapter News | Summer 2009 | Vol. 14 | No. 1 Note from the Editor

As the current economic time goes on. It is within the context of increased outreach downturn underlines, the world and relevance that we put together this Edition of the no longer operates in neatly sep- Chapter News. In that regard, in addition to highlighting arated jurisdictions. As lawyers recent activities of the Section, and in an attempt to help engaged in international activity, members share their experiences, this edition of the Chap- this is something that has been ter News sets out to underscore some of the effects that apparent to us for sometime, the current economic downturn is having on member’s but in the current context, its practices from the perspective of your colleagues around relevance somehow increases, the globe. and with that, so does the abil- ity of our Section to reach more As always, I hope that you fi nd the information con- Dunniela Kaufman members of the New York State tained in our newsletter to be informative and insightful Bar Association in a meaningful way. but I also hope that it inspires you to utilize this medium as a means to share your perspective, thoughts and news This sentiment is borne out in our Chair’s note to the with the rest of the Section. membership. This is a very exciting time for the Section. We should give our current leadership credit for capitaliz- Dunniela Kaufman ing on the framework established in the past to reach new Fraser Milner Casgrain LLP levels of activity. As this newsletter sets out to highlight, Toronto, Canada there has been a remarkable increase in programming and [email protected] outreach, which promises to become more pronounced as

Request for Contributions

Contributions to the New York International Chapter News are welcomed and greatly appreciated. Please let us know about your recent publications, speeches, future events, fi rm news, country news, and member news. Dunniela Kaufman, Esq. Fraser Milner Casgrain LLP 1 First Canadian Place 100 King Street, W. Toronto, ON M5X 1B2 CANADA [email protected] Contributions should be submitted in electronic document format (pdfs are NOT acceptable).

www.nysba.org/IntlChapterNews

NYSBA New York International Chapter News | Summer 2009 | Vol. 14 | No. 1 3 Of International Interest

NYSBA Survey Proves the Economy Is cent of in-house lawyers attending the June event ranked the pace of global growth as having the biggest impact the No. 1 Issue on them. Next was the rising costs of outside counsel A sign of how tough things are for global in-house (20%), followed by the economic downturn (14%). The counsel came in September with the publication of the statistically small samples of both surveys may explain New York State Bar Association’s fi rst Global Change the difference between the two but equally the contrast in Survey. Almost 40% of the global in-house counsel sur- those surveys might show us just how acutely the eco- veyed voted the economic downturn as the single largest nomic downturn has been felt over the summer with the factor affecting their legal department. resultant increased pressure on in-house counsel to reduce costs. What seems clear is that economic pressures on in- At the NYSBA International Section meeting in Stock- house counsel are apparent now as never before. holm in September, a panel of in-house lawyers joined me to discuss the results of the survey. Allison Tomlin- What the NYSBA survey did not show was any con- son, a member of the NYSBA’s Internal Section executive sensus on the single major compliance issue for in-house committee and Senior Associate Counsel at US engineer- lawyers. Responses ranged from the general (such as ing and infrastructure company Parsons Brinckerhoff, “regulatory issues” or “EU”) to the specifi c (such as “New said: “There is always pressure on in-house counsel to York City Building Code regulations”). While there was be effi cient and prove their worth . . . but the economic no real commonality issues like data security and data downturn has increased the pressure on them to show protection, the cultural aspects of compliance and the added value, which can be hard to quantify, and to do it challenges of differing employment laws were a recur- on a lean budget.” rent concern. Other issues featured more than once were customs, FCPA and anti-money laundering legislation. As well as identifying the immediate focus of in- house lawyers on the current economic climate, there All of this evidences the fact that while the spread of were a number of other interesting fi ndings: compliance topics and the geography covered by in-house lawyers is ever greater, resources to address the same are, • 90.9% of in-house lawyers think compliance is in many cases, contracting rather than increasing. Another more of an issue for them than it was fi ve years of the speakers at the Stockholm conference, Ulf Lindén, ago. Senior Legal Counsel of GE Healthcare Life Sciences, • The countries which cause the most compliance spoke on this point: concerns for those surveyed were North America The vast number of different compliance (46.8%), China (26%) and South America (14.3%). issues refl ected in the survey just shows Western Europe, Africa and Russia scored equal how fragmented and complex this fi eld is. for compliance risk with not one person concerned I would say that this is the top challenge about the Baltics despite the location of the confer- for in-house departments and especially ence! if you work for a global business. More • The majority of in-house counsel feel there has regulation is a trend not only in the indus- been a rise in litigation affecting them in the last trialized part of the world but also in the two years, with 15.8% regarding that as a big rise. emerging markets. • Despite the rumored rise of procurement in the le- As the global economic crisis continues, so the pres- gal function, only 2.6% thought this the major issue sure on in-house teams grows. In-house lawyers are used for their in-house team. to “working smarter” and in many cases there will be little they can do to add to that which they are already doing. The second biggest pressure point for in-house Some in-house teams are, however, looking at measures counsel was a recent regulatory issue (18.2%) followed by they can take to reduce costs and even generate revenue. rising cost (14.3%) and the pace of global growth (10.4%). My own fi rm, for example, has been working with a Here the survey contrasts with a similar survey con- number of in-house teams to audit its brand registrations. ducted by Eversheds and the Association of Corporate A policy of release, reduce and resell for brand owners can Counsel’s Greater New York Chapter at their conference not only cut costs but, for those fortunate enough to be sit- in New York in June of 2008. The June survey found that ting on a large trademark portfolio, bring in much-needed the pace and scope of global growth was of the greatest cash. concern for in-house counsel, even greater than rising law fi rm costs or the economic downturn. Thirty-eight per- What is common across in-house teams is that they will need the co-operation of external law fi rms that un-

4 NYSBA New York International Chapter News | Summer 2009 | Vol. 14 | No. 1 derstand the new dynamics and can offer fl exibility and reduction in the volume of corporate deals and private cost-effective support in these troubled times. The legal equity investments has led to a reduction in work for cor- profession is in leaner, meaner times and we all have to porate lawyers. In this regard, there has been greater im- work together to get through them. pact on fi rms that heavily rely on foreign work. However, the endeavor by industry and businesses to stay afl oat Jonathan Armstrong by cutting costs has led to some restructuring work for Eversheds LLP corporate lawyers. One recent trend, strongly perceived London, UK in the last two years, is that of Indian companies seeking to aggressively acquire overseas businesses in a role re- * * * versal of sorts. This work has also taken a major beating. This is more so because, while India may just be facing a slowdown, much of the world is facing a recession that is The Indian Economy and Legal Sector now being compared to the Great Depression of 1929, and Post-Economic Slowdown these much-feted acquirers are now struggling to keep the The global fi nancial crisis has had an impact on targets afl oat. the Indian economy and the Indian legal sector, albeit The challenges resulting from the liquidity crunch not to the same extent as other parts of the world. This are immense. Companies that need to refi nance are lim- article considers the impact of the slowdown on the ited by the sources of fi nance that are available, as there economy, and then looks at its effect on the legal market has been a reduction in lending by banks and in capital in particular. markets. The disappearance of wealth at the hands of Fortunately, the current global fi nancial meltdown the stock market has seen investors wary of making any has not affected the Indian economy as much as it has investments, despite statements from the Indian Finance other economies, partly due to the overall strength of do- Minister that it is the right time to invest if one has the mestic demand. In October 2008, the International Mon- money. The meltdown in the stock market has shrunk the etary Fund predicted that the Indian economy was likely country’s primary market over 10 times during the period to grow at 7.8% in 2008 and 6.3% in 2009. As opposed to April–August 2008 compared with the corresponding 1 other economies which appear to be facing the prospect period in 2007. The bearishness in the stock market has of negative growth and recession, India is predicted to meant that several Initial Public Offerings (IPOs) that only face a slowdown in economic growth. Although were lined up (Wockhardt Hospitals, Emaar MGF, UTI there has been a reduction in foreign investment in India, Asset Management Company, Mahindra Holidays & according to the Securities and Exchange Board of India Resorts, Godrej Properties, etc.) have been put off for peri- 2 (SEBI), the stock market regulator, foreign institutional in- ods of more than six months. These realities have led the vestors (FIIs) continued to enter India with 120 new FIIs SEBI to approve a proposal that extends the validity of an registering themselves between September and Novem- IPO approval from three months to one year, following 3 ber 2008. SEBI believes that Indian stocks will be the fi rst requests from issuers. Thus, the practice of legal work to bounce back from the current fi nancial crisis. Given relating to capital markets has also seen a severe down- that India has the third largest investor base in the world, turn in recent times. It is likely that companies will look to with 10,000 listed companies across 23 stock exchanges, existing shareholders through rights issues, and to private one would not want to bet against SEBI’s prediction. equity houses through placings in the near future. Capital markets and the practice relating to the same Effect on the Market for Legal Services in India is not the only area of legal practice that has taken a hit The market for legal services almost always closely due to the state of the economy. Equally volatile has refl ects the trends prevalent in the economy. The upturn been the fortunes of the real estate sector and the legal or downturn in the activities of a particular sector are practice pertaining to this area. After climbing the dizzi- refl ected by the consequent increase or decrease in the est of heights, the severe liquidity crunch has seen this legal work pertaining to that sector. Thus, the current sector witness a free-fall. New Delhi-based realty fi rm slowdown has had its own refl ection in the legal services BPTP is seeking to dissolve a nearly Rs 5,000-crore deal sector. for 95 acres of prime commercial land in Noida, which it won in an auction last March. This was to be India’s and While one can still project a positive image of the Asia’s most expensive land deal ever. The real estate sec- Indian economy despite the fi nancial crisis, research sug- tor is in a slump as demand has dramatically shrunk and gests that there has been a reduction in the number and credit remains unavailable to developers. Almost all real value of M&A deals in the country, although the extent estate fi rms have reported massive declines in profi ts and of the reduction is likely to be less than elsewhere. Deals revenues. DLF reported a decline of 69% in profi t, while that previously would have proceeded are now perceived Unitech’s profi t fell 74%. Smaller players such as Pars- as being too risky due to increasing fi nancial costs. This vnath and Omaxe fared even worse, with 95% declines

NYSBA New York International Chapter News | Summer 2009 | Vol. 14 | No. 1 5 in profi t.4 Thus, while the recent upswing led to tremen- nation for legal process outsourcing (LPO) for a number dous legal work in the real estate sector, at present there of reasons and the LPO industry in India is already wit- is a dearth of legal work. Whereas earlier the legal work nessing a boom of sorts. As more legal work is outsourced in this sector related to foreign investors scouting oppor- to India, there are positive effects on the LPO market. In tunities in construction projects and seeking information the next two years, it has been predicted that there will be on the restrictions imposed on such funding, the legal a demand for 15,000 new jobs. Further, the average salary advice currently sought is more in the nature of exit op- benchmark has increased by 30%-45% on average. tions or securing of investments already made and facing While the downturn in the economy has seen many a lock-in. sectors witness a dramatic fall in their fortunes, there One silver lining to the dark cloud of recession is are certain areas that are witnessing unexpected growth. the possibilities that it has created for start- ups. With New windows of opportunity have opened up and the slowdown leading to reductions in job creation possibly many more such vistas are waiting to be identi- and heavy casualties among favoured recruiters, such fi ed, sought and explored. The same would require the as investment banks, there is an available pool of edu- close cooperation and coordination of industry, the legal cated fresh graduates, and sometimes even experienced services sector and, of course, human serendipity—if not personnel, willing to grab any job. Coupled with fall- imagination. ing interest rates and private equity funding scouting for new opportunities, this is the chance for aspiring Endnotes entrepreneurs with a credible business plan to start off. Simultaneously, downsizing has led to the practice 1. The Economic Times, Nov. 14, 2008. pertaining to employment law to see a rise in activity as 2. Id., Sept. 19, 2008. companies approach their lawyers to ascertain the legal 3. Id., Dec. 5, 2008. issues involved in downsizing, especially on account of 4. Id., Feb. 5, 2009. the complexities involved in labor legislation in India. Vineet Aneja Drying up of jobs has also encouraged a sense that Fox Mandal Little this is the best time to prepare oneself for life after the New Delhi, India slowdown by acquiring better qualifi cations. Thus, in- creasingly people are turning toward education, particu- * * * larly technical upgrades of qualifi cations that will even- tually lead to better job prospects. This has meant that there is a window of opportunity to create educational It Was the Best of Times, It Was ventures in association with industry that would assure the Worst of Times . . . Practicing people of their suitability and increase their prospects Employment and Labor Law in Canada once the economy turns around. Therefore, in recent times, legal work that synergizes the needs of industry, in 2009 students and education providers has increased. The seismic shifts in the global economy have sig- nifi cantly affected the practice of employment and labor Other areas of legal practice that may grow include lawyers in Canada. project fi nance, as infrastructure and energy projects are usually long-term projects that are rarely affected by the In Ontario, the most populous province of Canada, fl uctuations in the market. In addition, restructuring and where the economy has traditionally relied on manufac- insolvencies are on the rise, especially in sectors reliant turing, employment lawyers have watched the unfolding on consumers such as retail. Legal work in relation to of a series of dramatic changes. In the 1980s and early insolvencies could increase if banks continue the practice 1990s, we watched a signifi cant part of the manufacturing of not lending to each other or other businesses. sector depart the province of Ontario for less expensive off-shore manufacturing facilities. Many of these compa- The main area of growth in legal practice is likely to nies left behind a distribution network, warehouses and be in litigation. Given the prediction that there will be sales representatives, but not much else. an increase in the number of bankruptcy claims, one can imagine an increase in the number of defaults in repay- Since the Fall of 2008, instead of the outright plant ments of loans. In all probability, these consequences will closures and off-shoring of the previous decade, employ- be faced to a greater extent in the U.S. and Europe rather ment lawyers are seeing a new type of work, which is than in India. discussed below. While U.S. and European fi rms seek to reduce costs, Since last Fall, there has certainly been an increase in it is anticipated that there will be a large growth in out- plant closures and headcount reductions. I should note at sourcing legal work to India. India is an attractive desti- this point that in Canada, a reduction in force is a fairly

6 NYSBA New York International Chapter News | Summer 2009 | Vol. 14 | No. 1 complicated legal undertaking as there is no employ- down to a fairly minimal level and are fi nding little to cut ment at will in any part of the country. Employment law this time around. Instead, we have employers taking risks is governed by federal law for a few national industries that would not have been contemplated before this year. and by provincial or territorial law for most industries. In Until this year, the Canadian law on constructive dismiss- total, we have 14 sets of employment and labor statutes. al was quite plaintiff-friendly. A constructive dismissal is We also have limited use of formal written employment generally described as a unilateral adverse change by an agreements, with the result that the statutory require- employer to a fundamental term or condition of employ- ments and the common law (the civil law in the prov- ment to which the employee has not consented. The ince of Québec) will defi ne what a reasonable severance obvious changes are decreases in pay, commission plans package is. The statutes are fairly simple to comply with. or bonus plans. However, any actions viewed as causing a In small group dismissals, the statutes impose straight- demotion, signifi cant change in responsibilities, reporting forward severance formulas based solely on length of relationship, geographic location or a “loss of prestige” service, typically running from one to eight weeks of were also found to constitute a constructive dismissal. termination pay. However, in the case of a “collective A constructive dismissal allowed the employee to leave dismissal” there are varying notifi cation requirements to employment and to sue for the equivalent of the common the provincial, federal or territorial governments, en- law reasonable notice period described above. I would hanced notice to the employees or the unions, and some note that, as in the U.S. in the case of a unionized work jurisdictions require employer cooperation with respect environment, changes cannot be implemented that would to worker readjustment or transition services. violate the collective agreement and employers generally have to wait until they are back at the bargaining table. It is the common law which really dictates severance Most unions have been more accepting of cutbacks and costs north of the 49th parallel. The courts require “rea- minimal wage increases—with the notable exception of sonable notice” of termination of employment (absent a the Canadian Auto Workers representing workers at the specifi c contractual severance term). This is an entirely Big Three automakers. individual calculation based on the particular employee’s age, length of service, promises made upon hiring, pay This year, employers have overcome their fear of con- level, re-employability, position held, degree of special- structive dismissal claims because they are fi nding that ization, availability of comparable employment, and any employees are simply not quitting over such changes. other factors that counsel may bring forward to a judge Employees are generally relieved to fi nd they still have a which the judge fi nds relevant in calculating what would job and we have seen few cases where an employee will be “reasonable.” Courts have been astonishingly gener- actually resign in this marketplace and become willfully ous and, as a result, Canadian employees tend to be quite unemployed. Employment lawyers are assisting employ- fairly litigious at the time of dismissal. ers in redesigning terms and conditions of employment and can also provide a valuable service in advising on the When I say that the courts have been generous, I am communication plan and ensuring that changes do not referring to judgments of up to 34 months of severance violate anti-discrimination laws. pay, although it is rare to fi nd many over 24 months. Severance pay is calculated on total average compensa- As a result, Canadian employers are fi nding more tion including salary, average incentive compensation or fl exibility to deal with decreasing revenues and, like their commission payments, and continuation of group health American counterparts, are implementing a range of benefi ts. We do not have COBRA legislation here and, measures including pay cuts, decreases in bonus plans, as a result, the courts actually impose a requirement to reduced hours, reduced work weeks, unpaid days off and continue the benefi ts following the date of dismissal. even, in extreme cases, unpaid leaves of absence. Unlike the U.S., we do not require a severance plan The previous threat of a constructive dismissal or equitable treatment of employees or even disclosure to claim, which placed a real chill on employers’ attempts employees of statistics about the reductions at the time of to change job responsibilities, transfer employees and a dismissal. As indicated above, it is a highly individual- change compensation plans, has been seriously reduced ized assessment. In actual practice, we fi nd that use of a and employees are more accepting of changes they would severance formula, which incorporates a number of the not have accepted two years ago, because the alternative factors described above, leads to the best results in the is bleak. case of a large group dismissal. The employees are likely What is unknown at this point is whether the courts to compare packages with each other and consistency will become ever more generous with their concept of helps to increase acceptance by the affected employees. “reasonable notice.” The Ontario Court of Appeal in What practitioners are fi nding different in 2009, com- 1983 in a case involving Storwal International Inc. agreed pared with previous times of recession, is a real attempt that reasonable notice needed to be reasonable from the by many employers to avoid wholesale headcount reduc- perspective of both parties to the employment relation- tions. Many companies previously pared their workforce

NYSBA New York International Chapter News | Summer 2009 | Vol. 14 | No. 1 7 ship. (Leave to appeal to the Supreme Court of Canada pay close attention to the binational metropolis of Ciudad denied.) In that case, Storwal was losing money, and Juárez, Mexico and El Paso, Texas. management had been mandated to bring the company into a break-even position. The company had reduced At the midpoint of the U.S.-Mexico border, a bina- its workforce by 90 employees between the date of the tional metropolitan area has emerged as a world-class plaintiff’s dismissal and the trial date. The following manufacturing and outsourcing center. Ciudad Juárez year, the Court of Appeal again noted that employers (known as “Juárez”) and El Paso comprise the so-called borderplex have a right to reduce their workforce at a reasonable with a combined population of over 2.5 million cost. These two cases have largely languished in obscu- people, which also includes prosperous suburbs in the rity during the economic boom of the past decade. state of New Mexico. Both cities—connected by bridges used annually by 15 million private vehicles—operate If these cases are resurrected and followed during as one metro area that comprises almost 20 percent of all the current recessionary times, it will allow employers to the U.S.-Mexico trade. Juárez, which is home to dozens of further cut costs by reducing severance packages. On the maquiladoras (manufacturing factories located mostly in other hand, plaintiffs’ counsel are likely to argue in court Mexican border cities), is now Mexico´s fi fth most popu- that a reasonable notice period has to be far greater than lous city and the largest employer in the manufacturing previously because the individuals will take longer to industry. The Foreign Direct Investment Magazine—a publi- fi nd re-employment due to the economy. Cases have not cation of the Financial Times group—designated Juárez as yet proceeded to trial so we do not know how this ten- the “city of the future” due to “its growing importance as sion will be resolved. The practical result at this time is a regional industrial and logistics centre on the border.”2 that many employers are being forced to offer severance Historically, manufacturing activity has taken place in packages that are signifi cantly less than those they would Juárez, but recently companies in the outsourcing services have offered two to three years ago. While employees industry have established an important presence. Its sister have been accepting these packages in greater number city, El Paso, which is one of the fastest growing cities in than previously, we await with bated breath the fi rst trial the U.S., operates as a major logistics hub in which dis- on this issue. tribution centers are located to support the maquiladoras in Juárez. Both cities possess a sophisticated binational Anneli LeGault product-sharing system in which operations take place on Fraser Milner Casgrain LLP both sides of the border. Toronto, Canada Juárez offers numerous benefi ts to companies estab- * * * lishing BPO operations. Its proximity to the continental United States is defi nitely the most important advantage. A facility in Juárez is typically only a few miles from a In Bad Economic Times, Mexico Is Here U.S. port of entry. In addition, the proximity results in to Help convenience for executives of U.S. companies. For in- stance, hundreds of these executives live in El Paso and commute to Juárez. The fact that El Paso Airport offers The Ciudad Juárez-El Paso Region Is the Ideal non-stop fl ights to major U.S. cities normally allows Location executives visiting facilities in Juárez from other regions During the current economic slowdown, U.S. com- in the U.S. to fl y back home the same day. Besides these panies need to fi nd ways to reduce their costs in order to benefi ts, Juárez offers a very competitive and experienced continue being competitive. In this regard, outsourcing labor force at lower costs. has proven to be a reasonable alternative. In the last few years, outsourcing has gained enormous importance to Customer Care Outsourcing is an area in which the world’s economy. Although outsourcing is a contro- Juárez may offer numerous benefi ts. For instance, under versial topic, the fact is that, in a globalized economy in this area, sales support may help U.S. companies reduce which companies and individuals compete with every- their costs. Mexican nationals who are raised in Mexico´s one from everywhere around the world, it is a reality that border cities have a good understanding of the U.S. cul- all countries are now facing. Even India—known for be- ture and traditions. According to a New York Times article, ing the world´s outsourcing recipient—is now “outsourc- the borderplex possesses “the largest bilingual, binational 3 ing outsourcing” to countries like Mexico.1 Because of its work force in the Western Hemisphere.” Because the U.S. proximity to the U.S., Mexico is still an optimal location Hispanic market is the fastest growing segment of the to help U.S. companies reduce their costs by establish- population and its purchasing power is in the hundreds ing Business Process Outsourcing (BPO) operations. The of billions of dollars, excellent Spanish speakers in Juárez, U.S.-Mexico border, in particular, is the ideal location for who understand the American culture due to its prox- BPO operations. U.S. companies would be remiss not to imity to the U.S., may be the most suitable to serve this profi table market.

8 NYSBA New York International Chapter News | Summer 2009 | Vol. 14 | No. 1 Transaction Process Outsourcing (TPO) is another if the company is located in a border city like Juárez. area in which Juárez may offer some advantages. TPO With respect to IVA, IMMEX allows inputs and compo- may include data entry centers, processing of credit card nents (incorporated into exported manufactured goods) applications, transfer of payments, records management, and equipment and machinery (used in the production document processing, and order processing. An impor- process) to be IVA exempt. In reference to import duties, tant company in the business process industry has a NAFTA countries are exempt for inputs and components. signifi cant presence in Juárez, relying on “the educational A non-NAFTA country may be exempt from import du- and training facilities, talent pool and positive business ties on inputs and components if the country has a trade climate” of Juárez.4 A Fortune 500 company that provides agreement with Mexico that provides an import duty BPO services also operates in Juárez. Some of its services exemption. In addition to IMMEX, the Programa de Promo- include transaction processing, fi nance and accounting, ción Sectorial (PROSEC) offers other benefi ts with regard and call centers. In addition to TPO services, Mexico is to importing materials from a non-NAFTA country at a also attracting engineering and design centers to support reduced or exempt duty. U.S. companies. For example, a world´s major automobile parts supplier, which employs thousands of workers in Outsourcing is now a world reality. Companies and manufacturing facilities in Juárez, possesses a sophisti- individuals compete with everyone from everywhere borderplex cated technical center in Juárez which employs dozens of around the globe. The offers excellent benefi ts Mexican engineers and design experts. for U.S. companies by providing them a venue to reduce their costs by establishing outsourcing facilities in the re- A foreign company will typically create a subsidiary gion. Some of the additional benefi ts include a reduction in Mexico to operate an outsourcing facility. The foreign of transportation costs, proximity to the U.S., travel and company, as a shareholder or partner of the subsidiary, residence convenience for executives, competitive labor is ordinarily not liable for corporate indebtedness in force at lower costs, and experienced legal and customs Mexico. The most common business entities in Mexico services. In addition, as explained above, the Mexican to establish a subsidiary are the Sociedad Anónima (S.A.) government provides IMMEX and PROSEC as business- and the Sociedad de Responsabilidad Limitada (S.R.L.). Both friendly incentives to entice companies to establish them- entities may be 100-percent foreign-owned. The latter selves in Mexico. By shortening the supply chain, U.S. has become popular for U.S. companies due to the “pass companies may signifi cantly reduce their costs when they through” benefi ts that it offers with respect to the U.S. establish outsourcing operations in the Ciudad Juárez-El entity. The S.A. provides free transferability of ownership Paso metro area. interests through share certifi cates. In the S.R.L., some restrictions may apply in the transferability of ownership Endnotes interests. The subsidiary is a legal entity in Mexico that 1. Anand Giridharadas, Outsourcing Works, So India Is Exporting Jobs, is taxed as is any other business entity, but the foreign The New York Times (Sep. 25, 2007). company is not considered a taxpayer in Mexico. The 2. North American Cities of the Future 2007/08, fdi Magazine—Foreign subsidiary may purchase (or lease) land directly for its Direct Investment Magazine (published by the Financial Times operations anywhere in Mexico. If the property is located group) (April 25, 2007). 5 in the zona restringida (restricted zone), the subsidiary 3. Lisa Chamberlain, 2 Cities and 4 Bridges Where Commerce Flows, The may purchase the land as long as it is for commercial or New York Times (March 28, 2007). industrial purposes. 4. Genpact press release, Genpact to Open Latin America Headquarters in Juárez, Mexico; New facility doubles existing capacity (Sept. 18, The Mexican government continues providing incen- 2007), http://www.genpact.com/genpact/pdf/pr/Genpact_ tives to the manufacturing industry coming into Mexico. Latin_America_headquarters_Mexico_091807.pdf. In the last few years, Mexico´s Ministry of Economy has 5. Zona restringida is the area of 50 km (31 miles approximately) issued various decrees specifi cally directed at the manu- inland from the coastline and 100 km (62 miles approximately) facturing industry. Because the government is aware of from any border. For residential purposes, foreigners may acquire the effective use of land in the zona restringida only through a trust. the importance of BPO services, the current applicable decree for the industry—Decreto para el Fomento de la 6. Acuerdo por el que la Secretaría de Economía emite reglas y criterios de carácter general en materia de Comercio Exterior, Industria Manufacturera, Maquiladora y de Servicios de Anexo 3.2.4, Diario Ofi cial de la Federación (Mexico´s Federal Exportación (IMMEX)—also covers BPO services. On July Register) (July 6, 2007). 6, 2007, the government published in the Diario Ofi cial de la Federación (Mexico´s Federal Register) regulations that Humberto Guerrero enumerate various BPO services that may obtain the ben- Guerrero Gõmez, S.C. efi ts of IMMEX.6 IMMEX provides benefi ts with regard Ciudad Juãrez, Mexico to import duties and Impuesto al Valor Agregado (IVA)— Mexico´s sales tax payable on imports and purchases. Mexico´s IVA rate is 15 percent, but it is only 10 percent

NYSBA New York International Chapter News | Summer 2009 | Vol. 14 | No. 1 9 * * * tions to take advantage of the approved CSOP. As the cost of setting up a CSOP sub-plan to be operated in the U.K. “Out-of-the-Money” Options and Tax is not huge and the benefi ts in terms of overall tax savings can be high for both the employee and the company, it is Hikes in the U.K. not surprising that this is the case. As with many other jurisdictions, the U.K. is suffer- ing from the global recession. Dealing With Out-of-the-Money Options Employees holding stock options have been hit par- Like the U.S., it is not possible to “re-price” options in ticularly hard as share prices have tumbled and options the U.K. granted to them under Employee Incentive Programs have assumed a “worthless” status once the share price Fortunately though, in the U.K., unlike the U.S., the dips below the exercise price. grant of a deeply discounted option to an executive does not give rise to an immediate tax charge on vesting. It is On top of this, the U.K. Government has also an- possible to grant a stock option with an exercise price set nounced that it proposes to increase income tax rates to at zero without incurring any tax liabilities until the point a new high of 45% (for individuals earning over of exercise when the executive actually receives benefi t. £150k) and that employee’s and employer’s social secu- rity tax would each be increased by half a percent. Employers are therefore also considering, and in fact implementing, zero-cost stock options because: Clearly the proposed changes, if they come into be- ing as proposed, for tax years on and after April 6, 2011, • with no exercise price payable, these options can will have a detrimental impact on senior executives and never go “out of the money”; their employer. • a lesser number of shares need to be used (than The aforementioned has lead to a number of devel- would be the case with a traditional stock option opments for employee stock incentives. involving an exercise price) in order to deliver the same economic value to an employee—which helps with dilution; and Mitigating the Increased Tax Burden • as fewer shares are used, a zero-cost option is likely As a result of the proposed tax hikes, it is likely that to have less of an impact of earnings per share. there will be a sharp increase in the number of companies seeking to rely on tax-approved stock incentive schemes Although the use of zero-cost options does not deal that facilitate capital gains tax treatment (rather than in- directly with the existing underwater options, at least come tax treatment) in an effort to help reduce the impact it softens the blow and can be used very effectively to of these changes for the executives concerned, and their re-motivate, retain and incentivise employees holding employer. underwater options.

Some ways to achieve this would be: At the same time, many companies view the bear market and depressed share prices as giving rise to an • take advantage of an HMRC-approved company ideal opportunity to grant further options with an exer- share option plan (CSOP), which will enable op- cise price set by reference to the current market value of tions to be granted up to £30k worth of shares per the shares. While the stock price is low, there could be individual. Any gains made on the exercise of such considerable upside for employees when the bull market options should only be subject to capital gains tax returns. at the new fl at rate of 18%; and/or • think about operating an HMRC-approved Share Mathew Gorringe Incentive Plan to deliver shares to employees—for Eversheds LLP instance, partnership shares under such a plan are London, UK purchased from pre-tax salary and so there can be signifi cant savings for the employer company in * * * terms of employer’s social security at the current rate of 12.8 percent (and the proposed new rate of The Global Financial Crisis in Brazil: 13.3 percent). Effects and Opportunities In light of the proposed tax increases, many U.S. and Canadian multinationals with a signifi cant presence in Introduction the U.K. are already thinking about moving away from The international media have constantly wavered in traditional restricted stock awards and unapproved op- their opinion of the Brazilian economy. Consequently, the

10 NYSBA New York International Chapter News | Summer 2009 | Vol. 14 | No. 1 reports of the last four months are hardly a good guide presidency in 2003 was BRL3.53/US$, but before the crisis for investment decision-making; editorials from repu- it had risen to BRL1.63/US$. Many senior executives table outlets have vacillated between praising Brazil’s expected this appreciation to continue, and were taken by economy as resilient, and damning it as doomed. To some surprise when the Real devalued in a matter of weeks in extent, this refl ects the confusion surrounding a global late 2008, losing a lot of money in the process. crisis that has reduced even the boldest of economists to The automobile industry saw a sharp fall in sales and silence for fear of making forecasts that prove incorrect. was pushed into offering collective holidays to workers But the fl ip-fl opping has seemed more pronounced over and reducing production to lower the stock levels at con- Brazil than any other emerging market. cessions and factories. This fall in sales had the pervasive Rather than proving a deterrent, the current crisis effect of lowering credit offerings from fi nancial insti- may actually provide opportunities for law fi rms operat- tutions, along with a reduction in fi nancing terms and ing in Brazil or planning their entry. The country remains tighter conditions for clients who were looking for credit. generally attractive to foreign investors, but complex con- At present the auto industry appears to still be on its feet fl icts can easily arise in the current context; legal services and sales have picked up, but uncertainty remains in the may benefi t from this combination. air. To shed some light on the issues, this article begins The civil construction sector has also felt the pinch with a brief examination of the effects of the fi nancial cri- of the downturn in the last trimester, even if it retains sis on local economic activity in Brazil and assesses some healthy fi gures year-on-year. A number of new property of the decisions taken by Brazilian conglomerates and contracts have been cancelled and there is fear over future their managers in the face of the current, more challeng- compliance amid tighter credit conditions. Normally in ing operating environment. The piece also looks at how Brazil, property purchasers pay between 20% and 35% of the government is responding to the shifting scenario the value of the property during the construction phase, presented by the crisis. and can fi nance the rest from the moment they take up residence. Many people had bought their properties two The Effects of the Global Economic Crisis years prior to the crisis, anticipating continued economic stability, but are now struggling to fi nd banks willing to While Brazil has so far coped better with the down- fi nance the rest of the transaction. turn than the U.S. or Europe, December was a landmark month that showed that the country’s immunity to the On the other hand, the local fi nancial system has crisis had expired. Monthly industrial production fell shown itself to be fairly resilient. Financial institutions by 12.4% from November, the biggest drop since 1991. are regulated conservatively by the Central Bank of Brazil After the excitement that followed record GDP growth and so far do not appear to be feeling a severe impact of 6.4% from September 2007 to the same month in 2008, upon their activities. While in many other countries banks the government is beginning to tone down its rhetoric. can give more than 30 times of their own capital in loans, Figures also show that this global recession is different Brazilian banks cannot lend more than three times their from previous ones; calling it a “fi nancial crisis” severely capital. The indebtedness of companies is also monitored underestimates the impacts that it has had on the real by the Central Bank to prevent one outfi t contaminating economy. In short, 2009 will be a tough year for everyone, the fi nancial system by obtaining multiple loans from dif- Brazil included. ferent banks. In actual fact, even before December’s poor fi gures were released, there were clear signs of the local economy Business Actions being affected. Within a matter of weeks of the U.S. fi nan- To some extent, Brazilian conglomerates are used to cial debacle in mid-September, the stock market dropped periodic crises. All of them have, in some form or another, 60,000 points to close at 24,600 points. For 40 days, the faced the domestic phenomena of hyperinfl ation, ex- São Paulo Stock Exchange (BOVESPA) fl uctuated in- change rate devaluations, recessions, changes in currency tensely and the Brazilian Real depreciated rapidly, going units and high unemployment rates—all within little from nearly BRL1.60 to the dollar to BRL2.40/US$ (it is more than a decade between 1986 and 1998. Moreover, currently at BRL2.27/US$). many of these companies have felt the spillover effects of international fi nancial crises in the recent past. Based Although the rapid currency depreciation has had on those experiences, managers have taken a number of a positive effect on manufacturers’ competitiveness, it preventive measures in the new context. has also brought complications. Many companies had contracted exchange-derivative operations—a simple Actions have been diverse across sectors, though measure aimed at protecting their assets from the in- there are some common traits. Most company boards, for creasing value of the local currency. The exchange rate example, are aiming at increasing the availability of trea- when President Luiz Inácio ‘Lula’ da Silva assumed his sury funds (i.e., spare cash). With credit scarce, managers

NYSBA New York International Chapter News | Summer 2009 | Vol. 14 | No. 1 11 have been more diligent regarding daily movements of by reducing the percentage of obligatory deposits. This funds and compliance by suppliers and clients; conse- was followed by more direct action, with tax cuts and quently, legal departments have been much more atten- increases in benefi ts given to workers who were made tive to potential signs of insolvency. redundant, along with sector-specifi c moves, including special credit lines for banks to fi nance vehicle acquisi- A connected development is the fact that CEOs are tions, increased credit lines for house-buyers, and addi- becoming ever closer to the operational matters of their tional fi nancial backing for exporters. These measures are businesses as opposed to the strategic aspects that they likely to intensify in the coming months, particularly after were involved with during the boom period. Boards December’s weak economic indicators. have focused attention on cutting budgets, particularly in relation to non-vital spending—Christmas parties and Slower growth is inevitable, but the government’s other social events, or business-class travel for person- measured stance has some justifi cation—the country has nel are among the items being dispensed with in harsh several attributes that may help it to weather the storm times. To avoid appearing insensitive over these cuts, se- better than developed countries. A robust internal mar- nior executives’ schedules have adapted to include more ket, a conservatively run fi nancial system and large-scale day-to-day contact with employees: visits to factories to infrastructure investment by the National Development speak with production staff and meetings with strategic Bank through the fl agship Growth Acceleration Pro- suppliers are becoming common features on top manag- gramme (PAC) will provide a cushion for hard times. Per- ers’ agendas. haps more importantly, credit plays a much smaller role in the local economy than in any other developed market. Given the uncertainty of the global business environ- Less leverage in terms of GDP—considered a weakness ment, a number of managers have opted to protect their before the credit crunch—has actually become a blessing assets through legal means, seeking the Brazilian equiva- as problems in the credit markets have fewer negative lent of Chapter 11 bankruptcy protection in the U.S., in spillover effects on the real economy, in stark contrast the form of Judicial Recovery. January saw a signifi cant to what is happening in the U.S. and Europe. Another increase in such requests. crucial, often overlooked detail is that even when the However, these cautionary measures do not neces- country was heavily hit by fi nancial crises in the past (for sarily mean that Brazilian companies are dormant or are example, the Asian crisis of 1998-99), it avoided recession. only focused on survival. Indeed, a number of multina- In the longer term, Brazil is emerging as an oil tionals that had maintained healthy levels of treasury powerhouse, even at a time when oil prices are low. funds prior to the crisis are taking the opportunity to International oil companies are quite confi dent about the acquire new assets and players that have run into defi cit. country’s prospects and seem keen to invest. Venezuela Mining giant Vale’s recent acquisition of Rio Tinto’s op- and Mexico, the traditional oil hotspots in Latin America, erations in Canada, Argentina and Brazil, and the merger are losing ground to Brazil, which presents a more stable between banks Itaú and Unibanco typify this trend. situation in terms of politics and security. This trend is Therefore, while for some the crisis spells doom, others likely to have little impact this year, but paints a favorable have treated it as a window of opportunity. picture in the medium-to-long term.

Government Actions Opportunities Lula’s original argument that, while other countries During recent visits to law fi rms in São Paulo, we face a tsunami, Brazil will only feel a “small wave” is have noted that they have not felt the pinch of the eco- undoubtedly an understatement. At this point, even the nomic crisis. What has changed, though, is the scope government acknowledges the naivety of its original of their work: Whereas in the last few years most legal position, and after a brief period of euphoria, the overly outfi ts were snowed under with work on mergers and optimistic stance has been replaced by a more sober acquisitions, these days litigation is taking a larger piece one. Indeed, the government has walked a fi ne line with of the pie. its anti-crisis agenda. While it acknowledges the need for fi rm action to avert a downturn, it has also consis- As companies are inevitably more worried about tently sought to prevent panic and defend the view that, their health than expansion, law fi rms in Brazil have despite alarmist media coverage, Brazil is relatively well often acted in generating judicial, arbitrational or extra- placed to face the turmoil. judicial solutions to any confl icts that have arisen over the interpretation of payment obligation contracts. Disputes In this context, the fi rst measures implemented were can vary from derivative transactions and unauthorized palliative and directed toward the fi nancial sector: most fi nancial transactions to unapproved payment discounts. actions revolved around the Central Bank pumping Another line that might demand increased legal assis- liquidity into the market and guaranteeing lines of credit tance is requests by companies for judicial recovery. On

12 NYSBA New York International Chapter News | Summer 2009 | Vol. 14 | No. 1 one side, law fi rms are needed to help companies prepare Even for those businesses that saved up during the to claim for legal protection of assets and the suspen- boom and still have ambitious expansion plans, legal, sion of debt payments, while on the other side are offi ces fi scal, accounting and reputational due diligence inves- monitoring the actions of these companies, ensuring that tigations prior to any business transaction are just as they honor their agreements. important—if not more so—than they were before the crisis. Falsifi cation of fi nancial results, use of illegal means Moreover, when businesses cut expenditures in times to reduce tax bills, and the involvement of businesspeople of crisis, a signifi cant amount of internal irregularities are and their partners with political agents remain common uncovered. Criminal lawyers are therefore presented with threats in the Brazilian business environment, making a vast number of diverse opportunities, from internal tight oversight a necessity rather than a luxury. fraud to questions over compliance with the Foreign and Corrupt Practices Agreement (FCPA). These opportuni- Marcelo Gomes ties had been hidden prior to the crisis, when businesses Control Risks were concentrating on expansion and growth. São Paulo, Brazil

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NYSBA New York International Chapter News | Summer 2009 | Vol. 14 | No. 1 13 Committee Focus

Insurance and Reinsurance Committee standards will ensure that Costa Rican supervision is in line with the latest international “best practices.” Update: Costa Rica to Allow Private Section III of the Insurance Annex contains the spe- Insurers to Set Up Shop; CAFTA Comes cifi c commitments detailed by type of activity and date of liberalization, according to two major categories: cross- into Force; Licensing Regulations border commitments and right of establishment. Issued As informed in Volume 13 of the New York Interna- Cross-Border Commitments tional Chapter News, the most signifi cant development in At the latest on the date CAFTA enters into force for Costa Rican insurance and reinsurance law in many years Costa Rica (i.e., January 1, 2009), Costa Rica must allow a is the elimination of the current state monopoly on insur- series of cross-border activities. These include: ance in the context of the Central American Free Trade Agreement (CAFTA). a. The purchase of insurance services abroad: This means that persons situated in Costa Rica (regard- CAFTA contains a series of clauses regarding the less of nationality) and Costa Rican citizens can Costa Rican insurance market. These commitments, buy any insurance product abroad from foreign agreed to in the framework of Chapter 12 (Financial Ser- insurers, except for mandatory auto insurance vices) of CAFTA, require Costa Rica to allow competition and mandatory workers’ compensation insurance. in insurance services. They are further specifi ed through However, Costa Rica is not required to allow those a special Annex named “Specifi c Commitments of Costa foreign companies to “do business” or “solicita- Rica on Insurance Services” (hereinafter “Insurance An- tion” of insurance business in Costa Rica. The defi - nex”). These special obligations can be categorized as nitions of “doing business” or “solicitation” can be general commitments and specifi c commitments; the fi rst established by Costa Rica freely in its legislation, group is contained in Chapter 12, while the second group subject to respecting CAFTA commitments. is provided for in the Insurance Annex. b. Cross-border sale of certain inherently cross-bor- The general commitments assumed by the parties are der or international insurance services: Costa Rica national treatment, most favored nation treatment and must allow providers of insurance services located market access. “National” and “Most Favored Nation” in the territory of one Party to sell in the territory of treatment stipulate that investors from the other CAFTA the other Party, on a cross-border basis, the follow- countries be treated no worse than local (“National”) ing insurance services: investors and investors from any third-party (“Most Favored”) nation. The “Market Access” clause prohibits 1. Insurance for the launching of space cargo (in- exclusionary practices or quotas. These three concepts cluding satellite cargo), maritime shipping and can be summarized as commitments to “level the playing commercial aviation. fi eld.” 2. Goods in international transit. The text of the Insurance Annex establishes a mecha- 3. Reinsurance and retrocession. nism through which the opening of the Costa Rican insurance market was to be achieved in an organized, 4. Services necessary to support global accounts. programmed and gradual manner. However, since the From the text of the Insurance Annex it is approval of CAFTA has required more time than expect- understood that a “global account” is not really ed, most of the dates contained in the Insurance Annex a cross-border insurance contract per se. It is a have come and gone. (CAFTA was approved in Costa (global) master policy signed between a foreign Rica by popular referendum on October 7, 2007 and came insurer and a foreign insured in a territory other into force on January 1, 2009.) than Costa Rica. It is assumed that it is a non- regulated contract in Costa Rica that will be Section II of the Insurance Annex indicates the obliga- regulated and interpreted in accordance with tion of Costa Rica to establish an “independent insur- the laws of another country. The only contact ance regulatory authority” no later than January 1, 2007. with Costa Rica refers to the location of certain Under CAFTA, this regulatory authority is required to risks covered under the contract, which are act consistently with the “Core Principles” of the Interna- generally in the country because a company tional Association of Insurance Supervisors (IAIS). These

14 NYSBA New York International Chapter News | Summer 2009 | Vol. 14 | No. 1 related to the insured exists and is included in Right of Establishment the coverage offered. As indicated, the other main category of specifi c 5. Services auxiliary to insurance. CAFTA de- commitments in the Insurance Annex refers to the right of fi nes services auxiliary to insurance as those establishment. As the next stage of the purported gradual provided by advisors and actuaries, as well as opening of the area, the right of establishment means evaluation of risks and loss adjustment, among that Costa Rica is obligated to allow “insurance service others. providers of any Party, on a non-discriminatory basis, to establish and effectively compete to directly supply 6. Intermediation services provided by brokers consumer insurance services in its territory.” At the latest and agents outside Costa Rica, only in refer- on January 1, 2008, any other insurance provider that ence to the cross-border services listed above. meets Costa Rican legal requirements for the issuance of a license must be allowed to offer and sell all lines of Additional Cross-Border Commitments insurance (except mandatory auto insurance and workers’ compensation insurance). Finally, no later than January 1, Subsequently, the gradual opening process that 2011 they must be able to offer and sell all lines without CAFTA mandated was to continue on July 1, 2007, when exception. Costa Rica was required to permit the establishment of representative offi ces and the cross-border sale of the fol- Costa Rican law establishes the requirements to lowing services: obtain authorization to become an established provider of insurance services in the country. These requirements 1. Services auxiliary to insurance for all the lines of were enacted as the Insurance Market Regulatory Act,” insurance. signed into law on July 31, 2008 and in force since August 2. Intermediation services provided by brokers 7, 2008. and agents outside of Costa Rica for all lines of Pursuant to the Insurance Market Regulatory Act, insurance. the existing Pensions Superintendent (SUPEN) has been 3. Surplus lines. Surplus lines refer to insurance that temporarily appointed as the Insurance Superintendent is not available in the local market. CAFTA defi nes for a transition period of up to 18 months. The regulatory surplus lines as those lines of insurance (products authority has issued two regulations: the fi rst deals with covering specifi c sets of risks with specifi c char- the requirements to obtain authorization to operate as an acteristics, features and services) which meet the insurer, reinsurer, intermediary or provider of services following criteria: (1) lines of insurance other than auxiliary to insurance, while the second deals with sol- those that INS provides as of the date CAFTA is vency and capital adequacy requirements. These regula- signed, or lines of insurance that are substantially tions came into force on September 24, 2009. These regula- the same as such lines; and (2) that are sold, either tions must conform to international standards because (i) to customers with premiums in excess of U.S. Costa Rica has committed to adopting regulations that are $10,000 per year, or (ii) to enterprises or (iii) to consistent with the Core Principles of the International customers with a particular net worth or revenues Association of Insurance Supervisors. of a particular size or number of employees. As of January 1, 2008, surplus lines are defi ned as “in- Neftalí Garro surance coverage not available from an admitted BLP Abogados company in the regular market.” San José, Costa Rica

NYSBA New York International Chapter News | Summer 2009 | Vol. 14 | No. 1 15 Meeting News The International Section’s Annual Program and Luncheon New York Marriott Marquis—January 28, 2009

The Section’s Annual the program, was not able to Program and Lunch, held as attend. always in connection with the The fi rst panel gave a NYSBA’s Annual Meeting, was general overview of the statute hosted at the New York Mar- and informed the audience riott Marquis in Times Square of the latest developments in for the last time. It will be FCPA-related enforcement and moving to the Hilton Hotel in compliance issues. Panelists 2010. It was a worthy farewell. Kevin T. Abikoff (Hughes Neither Mother Nature’s sud- Hubbard & Reed LLP, Wash- den harsh winter snow nor the ington, D.C.), Lisa Kate Osof- Marco Blanco equally merciless credit crisis sky (Control Risks, London) Michael Galligan could prevent a packed house. and Wendy H. Schwartz (Reed And the audience did not regret that they came. Smith LLP, New York City) highlighted recent cases such Former Section Chair Oliver J. Armas (Chadbourne & as Siemens (which paid more than $1.3 billion in fi nes) Parke LLP, New York City) took the lead in putting togeth- and Halliburton (which paid more than half a billion er a very distinguished and dollars) and in so doing, defi nitely caught the audience’s inventive program on compli- attention. ance and enforcement issues Building on the groundwork laid by the fi rst panel, under the Foreign Corrupt the second panel offered an Practices Act (FCPA)—espe- entertaining and insightful cially timely in light of recent role play on both compliance record sanctions and the un- and enforcement. Simulated mistaken announcement of the situations included counsel U.S. Justice Department that advising a client on an inter- compliance enforcement will nal FCPA investigation and a remain a top priority in 2009. follow-up meeting between Oliver Armas The Section also conferred the counsel and the U.S. Depart- Association’s Annual Award ment of Justice to discuss a for Distinction in International Law and Affairs on the voluntary disclosure. Moder- Honorable Jon O. Newman, one of the most distinguished ated by Ollie Armas, the cast Kevin T. Abikoff Judges of the U.S. Federal Courts of Appeal, honoring his of characters included William important contributions to the law and procedure of inter- P. Barry (Richards Kibbe & national human rights. Orbe LLP, Washington, DC), Angela M. Fifelski (Associate Counsel, Compliance, Zimmer Inc., Warsaw, Indiana), and Annual Program: “Living With the U.S. Foreign Barry M. Sabin (Latham & Watkins LLP, Washington, DC, Corrupt Practices Act in an Era of Enhanced formerly U.S. Department of Justice, Criminal Division). Enforcement” Additional practical insight on living day-to-day Outgoing Section Chair Marco Blanco (Curtis, Mallet- with FCPA compliance was provided by the third panel. Prevost, Colt & Mosle LLP, Skillfully moderated by Carole Paris) and his successor, L. Basri (Adjunct Professor, Michael W. Galligan (Phillips University of Pennsylvania Nizer LLP, New York City), Law School, New York City), graciously welcomed the audi- Rick F. Morris (Global Com- ence before giving the fl oor to pliance, Goldman Sachs & Ollie Armas, who chaired the Co., New York City), Piyush event. Unfortunately, Isabel C. Sharma (Pfi zer Inc., Corporate Franco (Demarest & Almeida Counsel, Corporate Compli- Advogados, São Paulo), who ance, New York City), and had helped Ollie develop Abby C. Fiorella (Group Head, Lisa Kate Osofsky Jane Wexton

16 NYSBA New York International Chapter News | Summer 2009 | Vol. 14 | No. 1 Global Compliance and Forensics, MasterCard World- practical relevance— wide, Purchase, New York) added the corporate counsel Mr. Karadzic was perspective. served. A lively Q&A session with a captive audience ended Judge Newman the substantive program. was a U.S. District Court Judge for Annual Award for Distinction in International the District of Con- Law and Affairs: Hon. Jon O. Newman necticut when he was In keeping with tradition, during the luncheon that appointed to the U.S. followed, the International Section conferred the Associa- Court of Appeals for tion’s Annual Award for Distinction in International Law the Second Circuit in 1979, serving as Chief and Affairs. Hon. Jon O. Newman This year’s Judge from 1993 recipient was through 1997 and as the Honor- Senior Judge since 1997. He received his undergraduate able Jon O. degree from Princeton University and earned his law de- Newman, gree from Yale Law School. Judge Newman was honored Senior Judge, by a special edition of the New York Law School Law Review U.S. Court of in 2002. In 2006, on the occasion of the 50th anniversary Appeals for of his graduation from Yale Law School, a group of his the Second former law clerks and friends established the Judge Jon O. Circuit. Judge Newman Global Justice Lecture series at Yale Law School. Newman is Previous recipients of the Association’s Annual Award Hon. Jon O. Newman and Michael Galligan the fi rst sit- for Distinction in International Law and Affairs include: ting federal The Lawyers and Judges of Pakistan, represented by judge to receive the Award in its 20-year history, an honor Aitzaz Ahsan; the Honorable Thomas Buergenthal, U.S. he duly noted in his acceptance speech. Judge Newman Judge on the International Court of Justice (The Hague); was honored for his contributions to the jurisprudence the late Arthur C. Helton, director of Peace and Confl ict of international human rights in the courts of the United Studies at the Council on Foreign Relations (untimely States and the important role he has played in promoting deceased in the 2003 bombing of U.N. Headquarters, the consciousness in the international legal community Baghdad); Peter Pfund, former Assistant Legal Advisor to about the need to provide more effective remedies for the U.S. Secretary of State for Private International Law; egregious violations of international human rights law, Gillian Martin Sorensen, Senior Adviser at the United Na- highlighted by his 1996 proposal for the establishment of tions Foundation; Cyrus R. Vance, former U.S. Secretary an international civil court. of State; and Javier Pérez de Cuellar, former U.N. Secre- Perhaps most notably, Judge Newman was the author tary General. Alice Henkin, Director, Justice and Society of the Second Circuit’s seminal 1995 decision in Kadic v. Program, the Aspen Institute, another previous recipient, Karadzic, 70 F.3d 232 (2d Cir. 1995), rehearing denied, 74 attended the luncheon in person and applauded the Sec- F.3d 377 (2d Cir. 1996), cert. denied, 518 U.S. 1005 (1996). In tion’s choice. that case, the Court of This year the Sec- Appeals, consistent tion’s Annual Pro- with its landmark gram and luncheon 1980 decision in Filár- did not disappoint. tiga v. Peña-Irala, 630 It provided attend- F.2d 876 (2d Cir. 1980), ees with useful and held that the U.S. timely information, Alien Tort Claims Act while simultaneously affords civil remedies honoring a man whose to victims of genocide, commitment to inter- even when the perpe- national human rights trators claim not to be is something that all Oliver Armas and Michael Galligan acting under state au- members can strive to Marco Blanco and Michael Galligan thority. In his remarks, emulate, regardless of Judge Newman gave their passion or focus. a rare and fascinating insight into the thought process of Thomas N. Pieper the court, including how the court dealt with the posi- Chadbourne & Parke LLP tion taken by the U.S. government, and how—of outmost New York, NY

NYSBA New York International Chapter News | Summer 2009 | Vol. 14 | No. 1 17 Recent Events

As indicated herein, the Section has been more ac- v) investing in the United States and India, tively reaching out to members. Below is an example of among many other interesting issues that transcend some recent activities. If you have any ideas for program- today’s multinational legal and business transactions—of ming, we would be anxious to hear from you. course, highlighting the intersection between the United • International Women’s Rights committee had its States and India. kickoff event on March 3, 2009. Chair Michael Galligan publicly expressed his excite- • Conference call meeting of the International Section ment for this meeting and in so doing stated his gratitude European and Middle East Chapter Chairs, March to all the people who brought this meeting together. In an 5, 2009 11:30 a.m. e-mail to members he stated: • The International Banking, Securities, and Financial I would like to say a special word of Transactions Committee, March 10, 2009, Duane thanks to the Chair of our India Chapter, Morris LLP, 1540 Broadway, New York, N.Y. Kaviraj Singh, for having the idea of this Meeting and for his continuing dedica-

• Committee on International Arbitration and ADR tion to seeing the idea become a reality. I held brown-bag luncheon from noon to 2:00 p.m. would also like to thank Manishi Pathak on Tuesday, March 31, at Baker & McKenzie’s New of Kochbar & Co., who is India program York offi ce located at 1114 Avenue of the Americas, Co-Chair with Kaviraj, as well as James 4th Floor. P. Duffy III, our New York Co-Chair, for • Committee on International Privacy law held a all of their hard work in preparing for breakfast meeting on April 17, 2009 from 8:30 to the Meeting. A very, very special word 10:00 a.m. at the law offi ces of Hunton & Williams of thanks to the two sponsoring fi rms— LLP, 200 Park Avenue New York City. Singh & Associates (www.singhassociates. in) and Trustman & Co. (www.trustman. • Committee on Insurance/Reinsurance met on April org), whose generosity has enabled us 17, 2009 at the offi ces of Schindler Cohen & Hoch- to dispense with any registration fee! man LLP, at 100 Wall Street, 15th Floor, at 9 a.m. And thanks to Linda Castilla of NYSBA • First Annual Fundamentals of International Practice headquarters for designing the beautiful was held on April 30, 2009 at the Yale Club of New Program. York City. We are hoping not only that this Meeting While this edition of Chapter News is undergoing will be a great success but that it will be publication, the India Chapter Meeting was held in New an inspiration for similar chapter meet- Delhi, India on June 4-6. This two-day program epitom- ings in many other regions and coun- ized the strength and diversity of the section. At this tries of the world where our Section has Meeting, attendees learned about: chapters! i) the importance of New York law as an Internation- As Michael expressed, we hope that this Meeting al Standard and the Role of Chapters; serves as a template and inspiration for other committees. We of course also hope to be able to bring you details of ii) international taxation and trust planning; this program, as well as the many others that the Section and its subcommittees are holding, in the next edition of iii) dispute resolution; the Chapter News. (i.e., if you attended one of these pro- iv) labor and employment; and grams, please draft a blurb to share with your colleagues.)

18 NYSBA New York International Chapter News | Summer 2009 | Vol. 14 | No. 1 Committee News

An E-mail from Michael Pisani to the Reinsurance Committee dated November 13, 2008

Dear Committee Members: It is my great pleasure to announce that, at the Section’s Executive Committee Meeting yesterday, the Committee unanimously accepted my motion to have Howard Fischer become the new Co-Chair of the Committee on Insurance & Reinsurance. He has been an active and innovative member and moderated two excellent programs this Fall and will now team with Co-Chair Chiahua Pan to continue to provide you with solid leadership; fi rst-rate, timely and relevant programs; and attention to your comments on how best your Committee can serve your needs. I know you will join me in giving Howard your full support and cooperation as this Committee, now numbering 41 members, continues to grow! As my last duty with this Committee as outgoing Co-Chair (I will remain an active member and provide what- ever assistance I can), I want to welcome our latest new member, Mark Pring, from the Dubai offi ces of Chadbourne & Parke—his e-mail address is [email protected]. Welcome, Mark—I know that you and the Committee will gain great mutual benefi t from your participation on this Committee. I also want you to know that in my new role in the Section (newly renamed the International Section) as Vice- Chair, Committees, I may from time to time elicit input from you all as to how our Section may best serve your interests, and in particular how those of you in the U.S. and those in other countries might best interact through such methods as scheduling regular Webcasts or Webinars, meetings with visiting attorneys, special events or programs, etc. I welcome any ideas you may have to make membership in the International Section and your Committee rel- evant and responsive. One last word on the Committee I now co-chair. Its Mission statement is as follows, and again I look forward to any input you may give that will make the goals below attainable: The Committee on Committees reviews the activities of the various Section committees, and recommends to the Executive Committee whether (a) additional committees should be appointed to foster the goals and purposes of the Section, (b) existing committees should be terminated where their work is complete or no longer signifi cant to the Section’s achievement of its overall goals and purposes, (c) the scope or purposes of any existing committee should be revised to enhance the operations of the committee and the goals and purposes of the Section, and (d) existing com- mittees should be integrated or combined to promote the goals and purposes of the Section. So in closing, welcome aboard, Mark, and congratulations and good luck to Howard!!

Warm regards, Mike

Catch Us on the Web at WWW.NYSBA.ORG/INTL

NYSBA New York International Chapter News | Summer 2009 | Vol. 14 | No. 1 19 New International Section Members

Renan Bayati Michael Feit Chryssa V. B. Valletta Christopher Todd Hazen Megha Aggarwal Tammy Mariam Shoranick Gerald Aksen Yelena Kogan Michael R. Smith Jeremy Michael Neil Charles G. Berry Hon. Kenneth L. Thompson Christina Rea Yelena Nersesyan Mark Meirowitz Makalika D. Naholowaa Michael Mattia Matthew C. Monroe Lisa Erin McGinley Priscilla Escobedo Edward A. Vergara William H. Baker Sean Delgado John Joseph Montes Elyssa N. Kosowicz Christina Spiller Krishan Yogi Thakker Daniel Pelletier Natalia Carolina Reyna Theresa A. Garelli Mark I. Peroff David F. Ryan Jeremy Marshall David Emanuel Miller Stephen P. Younger Nicole Rosich Deborah Haraldson Anastasia M. Sarantos Jennifer R. Scullion Adrian C. Hunte Joy E. Williams Woong Kyu Sung David A. Lewis Marianne Fogarty Jacquelyn Renee Trussell Gabrielle Corinne Schillinger Tara Lynn Waters Jonathan Matthew Victor Kathleen Ann Connolly Victor Philip Muskin Haroon H. Hamid Joseph Scott Ostroff Fedor M. De Marchena, Jr. Edward K. Lenci Johanna Beth Fine Arun J. Perinbasekar Sean O’Brien Madeleine Giansanti Cag Sean Phillip Shecter Anthony Paul Luisi Narda M. Zuniga-Dominach Cynthia Lynn Ebbs T. Steven Har Anita Delgado Morgan McNeill Benjamin David Wolf William H. Schrag Erin P. Honaker Maria A. Goetschalckx Hedwin A. Salmen-Navarro Gary Svirsky Jennifer Leigh Pelton Daniel Eduardo Brunetti Steven Carl Bennett Christopher J. Kearns Miriam R. Schindel Erika M. Medina Marius Segal-Gebski Eliab S. Erulkar Dusan Lakic Jason M. Frank David Amanou Natasha G. Ziabkina Grace Lee Albena Petrakov Denise Scotto Derek Adam Soller Gary Ritacco Rita Darlene Turner George C. Duran Brian Burton Kendall Elizabeth Wostl Michele Lee Matrachia Cameron Phillip Taylor Sarah Reisman Mathew Ted Thomas Aalok Jain Mina E. Ghaly Alfredo Jose Apestegui Elayne E. Greenberg Falguni M. Patel Ayse Yazici Steinvorth Justin Varughese Gergana Halpern Anisha Bhasin Zachary R. Greenhill Antigone Tzakis Dimitri E. Seletski Stephanie S.J. Atkinson Ndidi Anyaegbunam Nayasa L. Hickey Jeffrey David Shalom Gabrielle Fiona Culmer Florian Alexander Freiherr Thomas Reddy Carey Golub Katherine A. M. Mogg Von Eyb Michael J. Khorsandi Sara A. Kimball Rita Dudley Mitchell Marc A. Landis Gayonne Robinson Robert D. Pearson Sandeep Chilakamarri Ramesh Jeffrey B. Kolodny Emily T. Allenbach Anik K. Sood Samuel Yim Christopher J. Kula Melissa Gobin Kalpen K. Shah Tamika Peta-Gay Bent Rufus J. Pichler Bryan Dolin Wojciech Zbigniew Kornacki Chiann Bao Miriam Wugmeister Jessica L. Bozarth George H. Windecker, Jr. Michael J. Bales Carlos Eduardo Martínez- James Monroe French Michel N. Werthenschlag Felicia Marie Kemp Betanzos Hannah R. West Laura Levin Christopher G. Dorman Anissa Burnley Michael Tsugel Peter Nathaniel Goldwasser Susan R. Nevas Beata Szalay Libow Sam J. Shlivko Siuling Pun Josephine Lee Robinson Natalie R. Davis Lawrence Benjamin Adler Jaya Vasandani Prof. George Pieczenik Rizzia Froes Denise Burnell Shari Scalone Karl Malloy Robert Philip Povtak L. Austin D’Souza Adaeze I. Udoji Sukanya Ghosh Yun Jae Chun Melissa L. Morris William E. Stephenson Eric Z. Chang Irena Mykyta Malvika Gupta Donna S. Cain Claudia Junghwa Kim Doris Baumgartner Mendel Zilberberg Sheheryar Tamour Sardar Kristie Blase Woojung Andrew Ryu Mary Eizak, student Roger Arentzen Scott Edward Furman Jennifer Leigh Sloan Linda Napikoski Joanne A. Collett Shahkira Douglas-Heck Stefanie Kristine Beyer Alexandra Shames Amanda N. Willis Juan Carlos Stolberg Norman L. Greene Yekaterina Kovtunova Kaveh Shahrooz Jay W. Seeman Michelle S. Riley Avraham Katzin Dina Zloczower Eric Moss Husketh Joseph B. Cartafalsa Carol V. Traynor Joaquin Pablo Terceno, III Christopher Richard Fenton Joshua A. Brook Irena Zolotova, Esq Michael S. Haber Andrew Frederick Train Brian M. White Alexander Kerzhner Nathan Ernest Weill Giddings Matthew R. Kalinowski Christina Liang Matthew Earl Eiben Emeka Charles Chinwuba Loytavian T. Harrell Brette Meyers Hong Tang Dillon Kim Robert B. Garcia Erin Patricia Kandel Luna Droubi Clayton C. Steele Michael J. Frimet Christopher George Matthews Richard Speidel Robbi Dawn Nagel Damon Anthony Schwartz Nicolas J. Muniz Alexander Badillo Leah Adamucci Rebecca Cantu Taobo Zheng Girolamo James Brunetto, IV Rodrigo Surcan Dos Santos Daniel W. Kelly Nestor H. Diaz Nancy Lu Beth Ann Tutuncuoglu Krause Anya Gekht Olga A. Posmyk

20 NYSBA New York International Chapter News | Summer 2009 | Vol. 14 | No. 1 Lauren M. Bilasz Roslyn Fuller Harvey Asiedu-Akrofi Rebecca J. Mopper Nancy Dawes-Janczys Hon. Gregory V. Serio Kristin Asha Patel Gabriela Lanza Ashley Lorance Donald J. Labriola Jennifer Early Elisaveta Alexieva Ripal Gajjar Adriana Santana De Armas James T. Farrell Pedro Julio Moreno Aryeh Schnall Patrick Harkins Maryann Kang Elina Magaly Santana Janai Sherrylynn Nelson Yana Siganur Olga Vinogradova Dr. Gabor Fekete Nancy K. Eisner Andrea Vella Sarah Redzic Samuel R. Mandelbaum Shari Danielle DaCosta Tiffany Moore Joshua Lenon Julee Lynn Milham Evan M. Hess Nadezda Mertsalova Andrew Jarrett Roby Ingrid Arnalda Tiburcio Aijaz Khan Barbara Beauchamp Karen N. Wilson Daniel Edward Thiel Andrew T. Jhun Damoun Ahmadi Luz Eneida Gonzalez Maria Eugenia De Martini Aigul E. Sarvarova Brady Begeal Karen P. Gordon Robert William Walker Parul Lahoti Connor Coogan Ari Joshua Brandes Chih-Chin Wang Danielle Kirby Brian Thomas Hughes Sean Thomas Boyce Steve Giandalia, Jr. Mark A. Radi Bertha M. Rodriguez Wayne R. Bush Cari Brett Rincker Jainey Samuel Scott Swayze Sarah Elliott Raymond Budelman Sui Jim Elizabeth Trachy Aryeh Shimon Portnoy Daniela Kratka Schmidt Thomas Anthony Telesca Carmelita Cruz Jamie D. Hoag Matthew John McLaren Sara Dorchak Samantha David Matthew N. Drossos Constandinos John Vennis Robert Miklos Babirad Ann Margarite McGrath Lauren Marie Matherne B. K. Agnihotri Tanweer Sheikh Ansari Erica Nicole Rangel Katherine Emily Markeson Carie M. Jones Natalie Resto Tammy Hui Emily Mancina Simon Luis Humberto Derrota Regina Tamburello Jennifer McDonald Jennifer Maul Shelby Joe Theriot, Sr. Elexis Zoe Damianos Erin Leigh Fogarty Kimberly Jean Curtis William P. Demond Peter Alexander Laserna Joseph D. Remy Glenn Gottselig Alissa Gabrielle Brodie Alice JaKyung Choi Valerie Lynn Foy Alberto Priscilla Shanise Gholston Zongbing Li Howard Michael Tollin Richard J. Paul Erin Scheick Joi Kush Patricia Brandstetter William J. Porta Perrin Nell Wright Fanny Dusastre Martinez Tracy Keeton Hon. Robert F. Julian Viviana Lopez Green Amanda M. Weir Peter Bienkowski Jonathan L. Becker Ayayi E. Hillah Omario S. Kanji, II Christopher Renke Emma Buckthal XinYang Li Yvonne Eze Agbontaen John F. Barrett John R. Ford Scott T. Baker Snezhana McGoldrick Sanford Scharf Michael Hecker Tiffany Walden Vilma Teresa Arce Dana E. Grabiner Danelle McGinnis Eric Angelo Scalzo Ivan Eric Raiklin George G. Smyth Neha Mehra Stephanie Richter Alexander Steven Rosas Lynn Maiben Evans Heather J. Anderson Peiyi Duan Frank St. Jacques Melissa C. George Ryan Ronald Seher Margaret N. Rosenfeld Erin Kirsten Barlow Kathryn D’Angelo Obiageli Chioma Aniagoh You’re a New York State Bar Association member. You recognize the value and relevance of NYSBA membership. For that, we say thank you. The NYSBA leadership and staff extend thanks to you and our more than 76,000 members — from every state in our nation and 109 countries — for your membership support in 2009.

Your commitment as members has made NYSBA the largest voluntary state bar association in the country. You keep us vibrant and help make us a strong, effective voice for the profession.

Michael E. Getnick Patricia K. Bucklin President Executive Director

NYSBA New York International Chapter News | Summer 2009 | Vol. 14 | No. 1 21 Message from the Chair (Continued from page 2) tion of so many trade, fi nancial and personal and treaties and conventions much less frequently passageways between and among the diverse than it signs or even proposes them, our State Bar countries, cultures and religions of the region, as Associations are uniquely situated to educate local well as China, India, Australia and Oceania. We communities throughout our country about the hope that this meeting will be not only a splendid contributions to their own well-being, even at the opportunity for legal education and client devel- most local and domestic levels, that international opment but also for building a long-lasting net- law can make. work of Asian jurisdictions for which the support of this Section and the law of this state of New Let me conclude by mentioning two particular in- York is signifi cant. Plans were also in place for the novations taking place this year that, perhaps more than fi rst “All India NYSBA International Conference,” anything else already mentioned so far, will “change the sponsored by our new India Chapter, which face” of this Section: our new Announce List-Serve, which took place in New Delhi from June 4-6. Several was initiated on March 9, and our new Web site mem- NYSBA International members from New York bership directory, which will be launched momentarily. and abroad traveled to New Delhi to assist with The Announce List-Serve allows every one of our 2,200 the programming. members to have up-to-date information and news about our Section that only our Executive Committee had a few 2. Leadership in the effort to coordinate the work of months ago. The directory will be a particularly good tool the State Bar Associations throughout the United for legal referral and networking needs, complemented States that have Sections or divisions dedicated also by the “Linked-In” NYSBA International discus- to some aspect of what we comprehensively refer sion group initiated by James P. Duffy III and Jonathan to as “international law.” We have approached Armstrong. the leadership of each of the other 29 State Bar Associations that appear to have some form of In concluding, I would like to acknowledge and multinational or foreign law sections to work with thank the many members of the NYSBA Headquarters this Section in learning about the structure, pur- staff who have been very resourceful and cooperative poses and program of each Section and in fi nding in dealing with the “winds of change” coming from the ways in which we can assist and support each International Section this year—of course our Section and other. The fi rst telephone conference was sched- Meeting Liaison, Linda Castilla, and also Terry Brooks uled for May 21. It is too early to predict the shape and Linda Staub (CLE), Barbara Beauchamp (Web) and that these contacts may take. However, I propose Megan O’Toole (Membership). to you that, in a nation that ratifi es international Michael W. Galligan

NEW YORK STATE BAR ASSOCIATION NYSBA Provides Career and Employment Assistance Newly Updated! GGoo ttoo wwww.nysba.org/jobsww.nysba.org/jobs for the Career and Employment Resources page which includes links to information for Lawyers in Transition and the Law Practice Management program.

Tracey Salmon-Smith, NYSBA member since 1991 Timothy A. Hayden, NYSBA member since 2006

22 NYSBA New York International Chapter News | Summer 2009 | Vol. 14 | No. 1 From the NYSBA Book Store

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NYSBA New York International Chapter News | Summer 2009 | Vol. 14 | No. 1 23 A wealth of practical resources at www.nysba.org The International Section publications are also available online Go to www.nysba.org/IntlChapterNews (New York International Chapter News) www.nysba.org/IntlPracticum (International Law Practicum) www.nysba.org/IntlLawReview (New York International Law Review)

to access: • Past Issues (2000-present)* • Searchable Index (2000-present) • Searchable articles that include links to cites and statutes. This service is provided by Loislaw and is an exclusive Section member benefi t*

*You must be an International Section member and logged in to access. Need password assistance? Visit our Web site at www. nysba.org/pwhelp. For questions or log-in help, call (518) 463-3200.

For more information on these and many other resources go to www.nysba.org

24 NYSBA New York International Chapter News | Summer 2009 | Vol. 14 | No. 1 International Section Offi cers

Chair Vice-Chair/CLE Vice-Chair/Committees Michael W. Galligan John E. Blyth A. Thomas Levin Phillips Nizer LLP 141 Sully’s Trail, Suite 12 Meyer, Suozzi, English & Klein P.C. 666 Fifth Avenue, 28th Floor Pittsford, NY 14534 990 Stewart Avenue - Suite 300 New York, NY 10103-5152 [email protected] PO Box 9194 [email protected] Garden City, NY 11530-9194 Co-Chair/Seasonal Meeting [email protected] Chair-Elect Eduardo Ramos-Gomez Steven C. Krane Duane Morris LLP Vice-Chair/Committees Proskauer Rose LLP 1540 Broadway Michael J. Pisani 1585 Broadway New York, NY 10036 167 Rockaway Avenue New York, NY 10036-8299 [email protected] Garden City, NY 11530 [email protected] [email protected] Co-Chair/Seasonal Meeting Executive Vice-Chair Glenn G. Fox Vice-Chair/Liaison W/Other Carl-Olof Erik Bouveng Alston & Bird LLP International Bar Assoc. Advokatfi rman Lindahl KB 90 Park Avenue Steven C. Krane PO Box 14240 New York, NY 10016 Proskauer Rose LLP Stockholm SE 104 40 [email protected] 1585 Broadway SWEDEN New York, NY 10036-8299 [email protected] Vice Chair/Co-Chair [email protected] International Chapters First Vice-Chair Eduardo Ramos-Gomez Vice-Chair/Membership Andre R. Jaglom Duane Morris LLP Allen E. Kaye Tannenbaum Helpern Syracuse & 1540 Broadway Offi ce of Allen E. Kaye, PC Hirschtritt LLP New York, NY 10036 111 Broadway, Suite 1304 900 Third Avenue, Suite 1200 [email protected] New York, NY 10016 New York, NY 10022-4728 [email protected] [email protected] Vice Chair/Co-Chair International Chapters Vice-Chair/Membership Secretary Gerald J. Ferguson Joyce M. Hansen Andrew D. Otis Baker Hostetler Federal Reserve Bank of New York Curtis, Mallet-Prevost, Colt & Mosle 45 Rockefeller Plaza 33 Liberty Street LLP New York, NY 10111 Legal Group, 7th Floor 101 Park Avenue [email protected] New York, NY 10045 New York, NY 10178-0061 [email protected] [email protected] Vice Chair/Co-Chair International Chapters Delegates to House of Delegates Treasurer Jonathan P. Armstrong John Hanna Jr. Lawrence E. Shoenthal Eversheds LLP Whiteman Osterman & Hanna LLP Weiser LLP 1 Wood Street One Commerce Plaza 3000 Marcus Avenue London EC2V 7WS Albany, NY 12260 Lake Success, NY 11042 UK [email protected] [email protected] [email protected] Robert J. Leo, Esq. Vice-Chairs Vice-Chair/Co-Chair Meeks, Sheppard, Leo & Pillsbury Christine A. Bonaguide Publications Editorial Board 330 Madison Avenue, 39th Floor Hodgson Russ LLP David W. Detjen New York, NY 10017-5002 140 Pearl Street, Suite 100 Alston & Bird LLP [email protected] Buffalo, NY 14202-4004 90 Park Avenue, 14th Floor [email protected] New York, NY 10016-1302 John F. Zulack [email protected] Flemming Zulack Williamson Sydney M. Cone III Zauderer LLP Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza, 35th Floor 1 Liberty Plaza New York, NY 10006-1404 New York, NY 10006 [email protected] [email protected]

NYSBA New York International Chapter News | Summer 2009 | Vol. 14 | No. 1 25 International Section Committees and Chairs

Asia and the Pacifi c Region Corporate Counsel Matthew Stuart Dunn Lawrence A. Darby III Barbara M. Levi Kramer Levin Naftalis & Frankel LLP Peridot Asia Advisors LLC Unilever United States, Inc. 1177 Avenue of the Americas 410 Park Avenue, Su. 1530 700 Sylvan Avenue New York, NY 10036 New York, NY 10022 Englewood Cliffs, NJ 07632 [email protected] [email protected] [email protected] Insurance/Reinsurance Awards Allison B. Tomlinson Chiahua Pan Lauren D. Rachlin Parsons Brinckerhoff Morrison & Foerster LLP Hodgson Russ LLP 1 Penn Plaza 1290 Avenue of the Americas The Guaranty Building New York, NY 10119 New York, NY 10104 140 Pearl Street, Su. 100 [email protected] [email protected] Buffalo, NY 14202 [email protected] Cross Border Legal Practice Howard A. Fischer Steven C. Krane Schindler Cohen & Hochman LLP Michael M. Maney Proskauer Rose LLP 100 Wall Street, 15th Fl. Sullivan & Cromwell 1585 Broadway New York, NY 10005 125 Broad St. New York, NY 10036 hfi [email protected] New York, NY 10004 [email protected] [email protected] Inter-American Committee Cross Border M&A and Joint Carlos E. Alfaro Jonathan I. Blackman Ventures Alfaro Abogados Cleary Gottlieb Steen & Hamilton LLP Valarie A. Hing 150 East 58th Street, Su. 2002 1 Liberty Plaza, 42nd Fl. Curtis, Mallet-Prevost, Colt New York, NY 10155 New York, NY 10006 & Mosle LLP [email protected] [email protected] 101 Park Avenue New York, NY 10178 Alyssa A. Grikscheit Central & Eastern Europe [email protected] Goodwin Procter LLP Daniel J. Rothstein The New York Times Building Flemming Zulack Williamson Europe 620 Eighth Avenue Zauderer LLP Michael Lee Sher New York, NY 10018 One Liberty Plaza, 35th Fl. Law Offi ce of Michael L. Sher [email protected] New York, NY 10006 166 East 61st Street [email protected] New York, NY 10021 International Antitrust and [email protected] Competition Law Serhiy Hoshovsky Olivier N. Antoine 33 West 19th Street, Su. 307 Foreign Lawyers Committee Crowell & Moring LLP New York, NY 10011 Maria Tufvesson Shuck 590 Madison Avenue, 20th Fl. [email protected] Mannheimer Swartling Advokatbyra New York, NY 10022 101 Park Avenue, Su. 2503 [email protected] Chair’s Advisory Committee New York, NY 10178 Oliver J. Armas [email protected] Boris M. Kasten Chadbourne & Parke LLP Hengeler Mueller 30 Rockefeller Plaza Albert Garrofe Partnerschaft Von Rechtsanwaelten New York, NY 10112 CUATRECASAS Bockenheimer Landstrasse 24 [email protected] 110 East 55th Street, 10th Fl. D-60323 Frankfurt Am Main New York, NY 10022 GERMANY Marco A. Blanco, Esq. [email protected] [email protected] Curtis, Mallet-Prevost, Colt & Mosle LLP Immigration and Nationality International Arbitration & ADR 101 Park Avenue Jan H. Brown Nancy M. Thevenin New York, NY 10178-0061 Law Offi ces of Jan H. Brown, PC Baker & McKenzie LLP [email protected] 1150 Avenue of the Americas, Su. 700 1114 Ave. of the Americas, 42nd Fl. New York, NY 10036 New York, NY 10036 [email protected] [email protected]

26 NYSBA New York International Chapter News | Summer 2009 | Vol. 14 | No. 1 International Banking Securities & Gordon W. Esau International Human Rights Financial Transactions Fraser Milner Casgrain LLP Cynthia Lynn Ebbs Eberhard H. Rohm The Grosvenor Building Dornbush Schaeffer Strongin & Duane Morris LLP 1040 Georgia Street, 15th Fl. Venaglia, LLP 1540 Broadway Vancouver BC V6E 4H8 747 Third Avenue, 11th Fl. New York, NY 10036 CANADA New York, NY 10017 [email protected] [email protected] [email protected]

Joyce M. Hansen International Estate and Trust Law Santiago Corcuera Federal Reserve Bank of New York Michael W. Galligan Curtis, Mallet-Prevost, Colt & Mosle 33 Liberty Street Phillips Nizer LLP Ruben Dario 281, Piso 9 Legal Group, 7th Fl. 666 Fifth Avenue, 28th Fl. Col. Bosque De Chapultepec New York, NY 10045 New York, NY 10103 Mexico 15580 [email protected] [email protected] MEXICO [email protected] International Corporate Compliance Glenn G. Fox Carole L. Basri Alston & Bird LLP International Insolvencies and 303 Mercer St, Apt. B-303 90 Park Avenue Reorganizations New York, NY 10003 New York, NY 10016 Garry M. Graber [email protected] [email protected] Hodgson Russ LLP The Guaranty Building Rick F. Morris International Environmental Law 140 Pearl Street, Su. 100 Goldman Sachs John Hanna Jr. Buffalo, NY 14202 Control Room, Global Compliance Whiteman Osterman & Hanna LLP [email protected] 30 Hudson Street One Commerce Plaza Jersey City, NJ 07302 Albany, NY 12260 International Intellectual Property [email protected] [email protected] Protection (International Patent Copyright and International Distribution, Sales & Mark F. Rosenberg Trademark) Marketing Sullivan & Cromwell LLP L. Donald Prutzman Andre R. Jaglom 125 Broad Street Tannenbaum Helpern Syracuse & Tannenbaum Helpern Syracuse & New York, NY 10004 Hirschtritt LLP Hirschtritt LLP [email protected] 900 Third Avenue, Su. 1200 900 Third Avenue, Su. 1200 New York, NY 10022-4728 New York, NY 10022-4728 Andrew D. Otis [email protected] [email protected] Curtis, Mallet-Prevost, Colt & Mosle LLP Gerald J. Ferguson International Employment Law 101 Park Avenue Baker Hostetler Aaron J. Schindel New York, NY 10178 45 Rockefeller Plaza Proskauer Rose LLP [email protected] New York, NY 10111 1585 Broadway, 21st Fl. [email protected] New York, NY 10036 International Family Law [email protected] Jeremy D. Morley Eric Jon Stenshoel 230 Park Ave., 10th Fl. Curtis, Mallet-Prevost, Colt Elizabeth I. Hook New York, NY 10169 & Mosle LLP Citigroup Inc. [email protected] 101 Park Avenue One Court Square New York, NY 10178 9th Fl. - Zone 2 Rita Wasserstein Warner [email protected] Long Island City, NY 11120-0002 Warner Partners PC [email protected] 950 Third Avenue, 32nd Fl. International Investment New York, NY 10022 Lawrence E. Shoenthal International Entertainment [email protected] Weiser LLP & Sports Law 3000 Marcus Avenue Howard Z. Robbins Lake Success, NY 11042 Proskauer Rose LLP [email protected] 1585 Broadway New York, NY 10036 [email protected]

NYSBA New York International Chapter News | Summer 2009 | Vol. 14 | No. 1 27 Christopher J. Kula International Trade Dunniela Kaufman, Esq. Phllips Nizer LLP Claire R. Kelly Fraser Milner Casgrain LLP 666 Fifth Avenue, 28th Fl. Professor of Law and Associate 1 First Canadian Place New York, NY 10103-0084 Director, Dennis J. Block Center 100 King Street, W. [email protected] 250 Joralemon Street Toronto, ON M5X 1B2, CANADA Brooklyn, NY 11201 [email protected] International Law Practice [email protected] Management Lester Nelson James P. Duffy III Stuart M. Rosen Lester Nelson, Attorney at Law Sullivan & Worcester LLP Weil Gotshal & Manges LLP 60 East 42nd Street, 46th Floor 1290 Avenue of the Americas 767 Fifth Avenue New York, NY 10165 New York, NY 10104 New York, NY 10153-0001 [email protected] [email protected] [email protected] Public International Law International Litigation International Transportation Charles Biblowit Thomas N. Pieper William Hull Hagendorn St. John’s University School of Law Chadbourne & Parke LLP William H. Hagendorn, Attorney 8000 Utopia Parkway 30 Rockefeller Center, Room 3541 25 Parkview Avenue, Suite 3-A Jamaica, NY 11439 New York, NY 10112 Bronxville, NY 10708-2936 [email protected] [email protected] [email protected] United Nations and Other International Privacy Law Neil A. Quartaro International Organizations Lisa J. Sotto Watson Farley & Williams LLP Jeffrey C. Chancas Hunton & Williams LLP 100 Park Avenue, 31st Fl. Borah, Goldstein, Altschuler, Nahins 200 Park Avenue, 31st Fl. New York, NY 10017 & Goidel, P.C. New York, NY 10166-0091 [email protected] 377 Broadway [email protected] New York, NY 10013-3993 Alfred E. Yudes, Jr. [email protected] Audrey Davidson Cunningham Watson Farley & Williams LLP 176 Sunrise Parkway 1133 Avenue of the Americas, 11th Fl. Edward C. Mattes, Jr. Mountainside, NJ 07092 New York, NY 10036-6723 Edward C. Mattes, Jr., Esq. [email protected] [email protected] PO Box 794 Tuxedo Park, NY 10987 International Tax International Women’s Rights [email protected] James R. Shorter Jr. Denise Scotto 345 East 80th Street, Apt. 26c 320 West 56th Street, Apt. 6 C Shannon Patricia McNulty New York, NY 10075 New York, NY 10019 Curtis, Mallet-Prevost, Colt [email protected] [email protected] & Mosle LLP 101 Park Avenue Lodewijk Berger Publications Editorial Board New York, NY 10178-0002 Loyens & Loeff Thomas Backen [email protected] 555 Madison Avenue, 27th Fl. Alston & Bird LLP New York, NY 10022 90 Park Avenue Women’s Interest Networking Group [email protected] New York, NY 10016-1301 Meryl P. Sherwood [email protected] Pavia & Harcourt LLP International Real Estate 600 Madison Avenue, 12th Fl. Transactions Charles Biblowit New York, NY 10022 Meryl P. Sherwood St. John’s University School of Law [email protected] Pavia & Harcourt LLP 8000 Utopia Parkway 600 Madison Avenue, 12th Floor Jamaica, NY 11439 Birgit Kurtz New York, NY 10022 [email protected] Crowell & Moring LLP [email protected] 590 Madison Avenue, 20th Fl. David W. Detjen New York, NY 10022 Alston & Bird LLP [email protected] 90 Park Avenue, 14th Floor New York, NY 10016-1302 [email protected]

28 NYSBA New York International Chapter News | Summer 2009 | Vol. 14 | No. 1 International Section Chapter Chairs Gerald J. Ferguson CHILE FRANCE Baker Hostetler Francis K. Lackington Pascale Lagesse 45 Rockefeller Plaza Larrain Rozas Lackington Rencoret Bredin Prat New York, NY 10111 Av. Apoquindo 3001 of 901 130, Rue Du Faubourg Saint-Honore [email protected] Santiago, 7550227 CHILE Paris, 75008 FRANCE fl [email protected] [email protected] Eduardo Ramos-Gomez Duane Morris LLP CHINA Yvon Dreano 1540 Broadway Chi Liu JeantetAssocies New York, NY 10036 Jun He Law Offi ces 87, Avenue Kleber [email protected] China Resources Building, 20th Floor Paris, 75116 FRANCE 8 Jianguomenbei Avenue [email protected] Jonathan P. Armstrong Beijing, 100005 CHINA Eversheds LLP [email protected] GERMANY 1 Wood Street Axel Heck London, EC2V 7WS UK COLOMBIA Heck Law Offi ces [email protected] Carlos Fradique-Mendez Marienstrasse 7 Brigard & Urrutia Abogados Berlin, 10117 GERMANY ARGENTINA Calle 70 # 4-60 [email protected] Juan Martin Arocena Bogota, COLOMBIA Rattagan Macchiavello Arocena [email protected] Rudolf F. Coelle & Peña Robirosa International Legal Consulting Avenida De Mayo 701, Piso 18 Ernesto Cavelier 5 Freiherr-vom-Stein-Strasse Buenos Aires, ARGENTINA Rodriguez & Cavelier Frankfurt Am Main, D-60323 [email protected] Cr. 9 No. 74-08 Of. 504 GERMANY Bogota, COLOMBIA [email protected] Guillermo Malm Green [email protected] Brons & Salas HUNGARY Maipu 1210, 5th Floor COSTA RICA Andre H. Friedman Buenos Aires Hernan Pacheco Nagy & Trocsanyi, LLP C1006ACT, ARGENTINA Pacheco Coto Attorneys at Law 599 Lexington Avenue, Suite 2328 [email protected] 6610-1000 New York, NY 10022 San Jose, 01000 COSTA RICA [email protected] AUSTRALIA [email protected] David Graham Russell INDIA 95 North Quay, Level 15 CYPRUS Kaviraj Singh, Sr. Brisbane, 4000 AUSTRALIA Christodoulos G. Pelaghias Trustman & Co. [email protected] Law Offi ces of Chr. G. Pelaghias 8/11, Hospital Road 27, Gregory Afxentiou Avenue Jangpura Ext. Richard Arthur Gelski PO Box 40672 New Delhi, 110014 INDIA Johnson Winter & Slattery Larnaca, 6021 CYPRUS [email protected] 264 George Street, Level 30 [email protected] Syndey NSW, 2000 AUSTRALIA IRELAND [email protected] ECUADOR Eugene P. Carr-Fanning Evelyn L. Sanchez E P Fanning & Co AUSTRIA Corral-Sanchez Abogados S.A. 71 Ailesbury Rd. Otto H. Waechter San Javier N26-130 Y Ave. Orellana Ballsbridge Graf & Pitkowitz Rechtsanwaelte Quito, ECUADOR Dublin, 4 IRELAND Stadiongasse 2 [email protected] [email protected] Vienna, 1010 AUSTRIA [email protected] EL SALVADOR ISRAEL Zygmunt Brett Eric S. Sherby BRAZIL F.A. Arias & Munoz Sherby & Co. Isabel C. Franco Calle La Mascota No 533 South Africa Building Demarest E Almeida San Benito, San Salvador EL SALVADOR 12 Menahem Begin Street Rua Pedroso De Moraes, 1201 [email protected] Ramat Gan, 52521 ISRAEL Sao Paulo, 05419-001 BRAZIL [email protected] [email protected] FINLAND Timo P. Karttunen ITALY BRITISH COLUMBIA Vasallinkatu 3 A 4 Cesare Vento Donald R.M. Bell Kaarina, 20780 FINLAND Gianni Origoni Grippo & Partners Davis LLP [email protected] Via Delle Quattro Fontane, 20 1 First Canadian Place, Suite 5600 Rome, 00184 ITALY 100 King Street West FLORIDA [email protected] Toronto, ON M5X 1E2 CANADA Leslie N. Reizes [email protected] Reizes Law Firm Chartered Maurizio Codurri 1200 South Federal Highway, Suite 301 FPCPartners LLP Boynton Beach, FL 33435 Viale Bianca Maria, 24 [email protected] Milano Mi, I-20129 ITALY [email protected]

NYSBA New York International Chapter News | Summer 2009 | Vol. 14 | No. 1 29 JAPAN PERU Pablo M. Bentes Junji Masuda Guillermo J. Ferrero World Trade Organization Masuda International Estudio Ferrero Abogados Appellate Body Secretariat-Room 2002 Carnegie Hall Tower Av. Victor Andres Belaunde 395 Rue De Lausanne 154 152 West 57th Street, 37th Floor San Isidro, Lima 27, PERU Ch-1211 Geneva, 21 SWITZERLAND New York, NY 10019-3310 [email protected] [email protected] [email protected] Jose Antonio Olaechea Martin E. Wiebecke Shirou Kuniya Estudio Olaechea S. Civil De R.L. Anwaltsburo Wiebecke Oh-Ebashi LPC & Partners Bernardo Montegudo 201 Kohlrainstrasse 10 Umedashinmichi Building 8f San Isidro, Lima 27, PERU Kusnacht, Zurich 1-5 Dojima 1-Chrome, Kita-ku [email protected] CH-8700 SWITZERLAND Osaka, 530-0003 JAPAN [email protected] [email protected] PHILLIPINES Efren L. Cordero TAIWAN LUXEMBOURG Suite 1902-A, West Tower Ya-hsin Hung Alex Schmitt Philippine Stock Exchange Ctr. Realtek Semiconductor Corp. Bonn Schmitt Steichen Pasig City, PHILIPPINES No. 2 Innovation Rd. II, Science Park 44, Rue De La Vallee [email protected] Hsin-chu, 300 TAIWAN Luxembourg, L-2661 LUXEMBOURG [email protected] [email protected] PORTUGAL Pedro Pais De Almeida THAILAND MAURITIUS Abreu & Associados - Sociedade de Ira Evan Blumenthal Devalingum Naiken Gopalla Advogados RL Blumenthal Richter & Sumet Ltd Belgrave International Ltd Vat No. 503.009.482 31st Fl. Abudulrahim Place 33 Dr. Eugene Laurent Av. Das Forcas Armadas, 125 - 12. 990 Rama 4 Road Port Louis, 33 MAURITIUS Lisbon, 1600-079 PORTUGAL Bangkok, 10500 THAILAND [email protected] [email protected] [email protected]

NETHERLANDS RUSSIA TURKEY Grant M. Dawson Jennifer I. Foss, Esq. Mehmet Komurcu International Criminal Tribunal for the Corporate Counsel Turk Telekomunikasyon AS Former Yugoslavia AIG/Lincoln:Russia Genel Mudurlugu Churchillplein 1 4th Lesnoy Lane Hukuk Baskanligi Aydinlikevler Hague, 2517 JW NETHERLANDS Building 4 Ankara, 06103 TURKEY [email protected] 125047 Moscow, RUSSIA [email protected]

R.A.U. Juchter Van Bergen Quast SPAIN UK Postbus 11708 Clifford J. Hendel Jonathan P. Armstrong The Hague Araoz & Rueda Eversheds LLP NL-2502 AS NETHERLANDS 2 Entreplanta 1 Wood Street [email protected] Madrid, 28046 SPAIN London, EC2V 7WS UK [email protected] [email protected] ONTARIO David M. Doubilet Calvin A. Hamilton Randal John Clifton Barker Fasken Martineau DuMoulin LLP Hamilton Abogades Eurasian Natural Resources Corp. PLC Toronto Dominion Bank Tower, Box 20 Espalter, 15, 1 Izq 16 St. James’s Street Toronto, ON, M5K 1N6 CANADA E-28014 Madrid SPAIN London, SW1A 1ER UK [email protected] [email protected] [email protected]

Jennifer Babe Jaime Malet Anne E. Moore-Williams Miller Thomson LLP Malet & Acociados HM Treasury 40 King Street West, Suite 5800 Avda. Diagonal 490, Pral. 1 Horse Guards Road Toronto, ON, M5H 3S1 CANADA Barcelona, 08006 SPAIN London, SW1A 2HQ UK [email protected] [email protected] [email protected]

PANAMA SWEDEN URUGUAY Alvaro J. Aguilar Carl-Olof Erik Bouveng Andres Duran-Hareau Lombardi Aguilar & Garcia Advokatfi rman Lindahl KB Hughes & Hughes, Abogados PO Box 527948 PO Box 14240 25 De Mayo 455 P.2 A0140 Stockholm, SE 104 40 SWEDEN Montevideo, 11000 URUGUAY Miami, FL 33152-9748 [email protected] [email protected] [email protected] SWITZERLAND VIETNAM Juan Francisco Pardini Nicolas Pierard Suong Dao Dao Nguyen Pardini & Associates Borel & Barbey Mayer Brown International LLP Plaza 2000 Tower 2 Rue De Jargonnant 29 Le Duan, Saigon Tower, 17th Floor 10th Floor 50th Avenue Case Postale 6045 Ho Chi Minh City, VIETNAM PO Box 0815 01117 Geneva, 1211 6 SWITZERLAND [email protected] Panama City, PANAMA [email protected] [email protected]

30 NYSBA New York International Chapter News | Summer 2009 | Vol. 14 | No. 1 From the NYSBA Book Store

Business/Corporate Law and Practice

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The New York International Chapter News is a publica- Visit Us tion of the International Sec tion of the New York State Bar As so ci a tion. Mem bers of the Sec tion re ceive this publication on Our without charge. The views expressed in articles in the New York International Chapter News represent only the authors’ Web Site: view points and not nec es sar i ly the views of the Editor or the International Section. http://www.nysba.org/ilp Copyright 2009 by the New York State Bar As so ci a tion. ISSN 1085-4169 (print) ISSN 1933-8384 (online)