issue 04 www.gcgrapevine.com 20014 THE REGULATORY ISSUE news How the Ukraine crisis is impacting firms in Russia in practice THE BATTLE OVER TOBACCO IN EUROpe FEATURES NEW EU ENErGY REGS ARE CREATING CONFUSION GCGRAPEVINE magazine interview BRITISH AMERICAN TOBACCO’S EVA NIKOLIC

cover story smoke signals Governments and business continue to clash over increasing regulation GC GRAPEVINE www.gcgrapevine.com 3 Contents

In the news 6 Firms fret over Ukraine crisis By Kevin Livingston, Editor-in-Chief, GC Grapevine Magazine

12 Google responds to EU Cover story Court of Justice Ruling on LOCAL FOCUS ‘the right to be forgotten’ 21 The future of cigarettes in Europe Baker & Mckenzie client alert By Ana-Maria Baciu, NNDKP, and Andreea Bende, Senior IP Counsel 16 The most important TV GLOBAL REACH case of the 21st Century In practice could tip the industry on its head From start-ups to multi-nationals, we help businesses achieve 23 How a Tobacco lawyer handles a By Kevin Livingston, Editor-in-Chief, success at regional, national and international levels. barrage of EU regs to steer a business GC Grapevine Magazine 18 News roundup An interview with Eva Nikolic Head of Legal at By GC Grapevine staff We do business where you do business British American Tobacco DLA Piper is a global law rm with 4,200 lawyers located in more than 30 countries On the move throughout the Americas, Asia Paci c, Europe and the Middle East, positioning it to 28 New EU energy guidelines create confusion for 38 Round-up of lateral moves renewables industry and appointments help companies with their legal needs anywhere in the world. By GC Grapevine staff By Julia Foresman, GC Grapevine Magazine mergers 32 Offshore firms adapt to a changing world 44 Squire Sanders and Patton Boggs tie the knot By Julia Foresman, GC Grapevine Magazine By Kevin Livingston, Editor-in-Chief, GC Grapevine Magazine 36 Data privacy in Turkey: A fundamental right www.dlapiper.com big deals without legal protection 46 Roundup of the top DLA Piper is a global law rm operating through various separate and distinct legal entities. By Hakki Can Yildiz is a senior associate at Esin Attorney Partnership transactions Further details of these entities can be found at www.dlapiper.com By GC Grapevine staff Copyright © 2014 DLA Piper. All rights reserved. | FEB14 | 2714114 GC GRAPEVINE www.gcgrapevine.com 5

Editor’s note Firms fret over Ukraine crisis 6 By Kevin Livingston, Editor-in-Chief, GC Grapevine Magazine Regulatory issues are always tricky busi- In the Google responds to EU Court of Justice 12 ness as governments and industry collide in Ruling on ‘the right to be forgotten’ Contact us the marketplace. Baker & Mckenzie client alert Kevin Livingston For those industries under the ever-larger Editor-in-Chief regulatory microscope, operational transpar- The most important TV case of the 16 Mobile +36 20 382 1511 ency is a must and compliance controls must news 21st Century could Email [email protected] be consolidated and harmonized so when the laws do change tip the industry on its head Orsolya Endrefi business can adapt. This requires that legal teams be ahead of the curve and ready By Kevin Livingston, Managing Director for the GCG Editor-in-Chief, to make quick adjustments. Mobile +36 20 916 2252 GC Grapevine We set out to focus on industries that are often the biggest Email [email protected] Magazine targets. Tobacco easily stands out given that the industry is a Rebecca Pickering constant target of lawmakers around the world, unlike other News roundup 18 Editorial Associate industries such as alcohol that are largely left alone. By GC Grapevine staff Office +36 18 828 705 Not only is the tobacco industry on the ropes with worldwide Email [email protected] declining sales, but it is under constant attack from govern- Caroline Wren ments regarding what it can and cannot sell and how it must package its products. This requires constantly adjusting both Art Director; designer corporate strategy and operations, as you will hear from British Email [email protected] American Tobacco legal head Eva Nikolic inside. www.behance.net/CarolineWren Another area facing regulation revolves around data retention Many thanks to our contributors laws that ask data owners and other service providers to retain Hakki Can Yildiz (Esin Attorney Partnership), extensive records of user activity beyond the time necessary for Jacques Isabelle (Wolf Theiss), Eva Nikolic normal business operations. (Briitish American Tobacco), Marian Dinu Such requirements have been called into question by both (DLA Piper), Mann Vergan (Harneys), Pavlos privacy rights advocates and, as Google recently discovered, the Aristodemou (Aristodemou Loizides Yiolitis), EU. Brian Zimble (Morgan Lewis & Bockius), Elena In Turkey, however, promised privacy and personal and data Esakova (Legalis Global), Barbara Novosel (Zurich protection have been slow to develop. Despite years of promises, Insurance), Be Allgrove (Baker & McKenzie, the Turkish Parliament has not yet passed a general data pro- Ian Walden (Baker & McKenzie), Anna-Maria tection law in which the rules and principles are clearly defined. Baciu (NNDKP), Andreea Bende (NNDKP), Piotr Consistency with privacy regulations involves, in particular, Dynowski (Bird & Bird) adopting a law on the protection of personal data as well as establishing an independent supervisory authority, despite EU Subscribe prompting. Subscribe to GC Grapevine Magazine by Another area we looked at is the energy sector, which is also registering at www.gcgrapevine.com facing new guidelines that address public support of renewable Advertise energy projects. The guidelines aim to assimilate the renewable If you would like to advertise with, or contribute energy sector into the market fold. However, the ramifications to, GC Grapevine Magazine, please contact Kevin have left some European lawmakers and lawyers scratching Livingston at [email protected] their heads. We hope you enjoy this issue and we look forward to hearing Follow us from you. LinkedIn In-House Legal - Powered by "The GC Grapevine" Sincerely, Twitter GC_Grapevine

www.gcgrapevine.com Kevin Livingston Editor-in-Chief Coming up GC Grapevine Magazine May Labor & Employment June Financial Services July/August Shipping and Transportation September Litigation, Arbitration, photo by Alex Ryabchyn Dispute Resolution Church of Holy Epiphany in October Energy Karlivka, Donestk Oblast, May 23, 2014, with shells on the November Hotels & Hospitality road from fighting between December Luxury Brands/Goods Ukrainian forces and pro- Russian separatists. GC GRAPEVINE www.gcgrapevine.com 7

NEWS UKRAINE

aw firms and other busi- nesses around the globe are L voicing growing concern over the Russia-Ukraine crisis. In the short term, however, EU and Firms U.S. sanctions are also creating work for lawyers on the ground. Although foreign firms have ex- pressed trepidation about Russia’s actions in the region, many fear- fret ing it is destabilizing a large part of the economy at a time when there is still a hangover from the global financial crisis, some Mos- cow-based lawyers say it is busi- ness as usual for the most part. over Still, with the annexation of Crimea and fighting in East Ukraine, firms in Europe and the United States are largely adopting a wait-and-see approach. But if Ukraine the crisis drags on, even the more optimistic lawyers say it won’t be good. At the same time many firms are holding of on hiring until there is a clearer picture of how things crisis will shake out. Some lawyers and GCs who do business in Russia have reported an exodus of Western business Despite some easing of people. Some legal consultants tensions, foreign firms have mentioned a freeze on activ- ity. For many it is about perspec- doing business in Russia are tive, with the more veteran West- ern lawyers showing less concern still doing deals, but have than those more new to Moscow. In the United States, the situa- stopped recruiting tion has revived questions about the safety of investments in Rus-

photo by Mstyslav Chernov/ UnFrame A protester wearing breathing gas mask. Clashes between photo by U.S. State Department www.kremlin.ru protesters and interior troops U.S. Secretary of State John Kerry looks at the photos of those killed Vladimir Putin answers journalists’ questions on the situation in Ukraine, persist. Euromaidan Protests, at Maidan, at the Verkhovna Rada in Kyiv, Ukraine, March 4, 2014. 6 March 4, 2014 Jan 20, 2014. GC GRAPEVINE www.gcgrapevine.com 9

Amakuha/wiki We are relatively busy. The more During the ongoing Euromaidan experienced [Western lawyers] are protest campaigns, the Budynok Profspilok (Trade taking this in stride.” . Unions Building) was occupied Brian Zimbler by protesters and turned into Morgan Lewis, Moscow their main center housing political headquarters. The building burnt down overnight during clashes, Feb. 18–19, 2014.

Mstyslav Chernov/ UnFrame Dynamivska str barricades on fire, Euromaidan Protests, Jan 19, 2014.

Mstyslav Chernov/ UnFrame Barricade line separating interior troops and protesters. Clashes in Kyiv, Ukraine, Febr. 18, 2014.

Mstyslav Chernov/ UnFrame Ukrainian Red Cross Society volunteers administering emergence to the wounded protester, Euromaidan Protests., Jan 19, 2014.

increasing the amount of legal work Legal consultant Elena Esakova of because lawyers are needed to advise Legalis Global said the market hasn’t clients on what the sanctions mean. frozen in one position waiting for the “It is generating more work for us,” he crisis to end. “No, of course the deals are Mstyslav Chernov/ UnFrame said. For example, Zimbler said, even if being closed, investors are taking risks, Maked protester seen during clashes in Kyiv, Ukraine, Febr. 18, 2014. sanctions are targeted at an individual, foreign firm actively advise on different if that individual owns a company, the matters,” she said sia, and some companies have put projects business is now affected. But she added that in terms of recruit- on hold, leaving lawyers without deals for Zimbler, who advises financial in- ment, many firms have just stopped. fear that opportunities for U.S. companies stitutions and multinationals, said “They aren’t even considering and could dry up if tensions between East and working in emerging markets means looking at CVs with a kind reply letter. West increase. sometimes the unexpected can happen. I think we will have to see where this Brian Zimbler, managing partner of the “We are just trying to focus on what our Ukraine crisis goes first before making Moscow office and a partner in the Banking clients need,” he said. any hiring decisions.” and Finance department at Morgan Lewis, Zimbler, who has worked in Russia She said that is usually what she said there is still a lot of activity. “We are rel- for 25 years, said there are certainly a lot hears from Magic Circle firms and other atively busy,” he said. “The more experienced of questions. He also added that a pro- top tier private practices. But she said [Western lawyers] are taking this in stride.” longed crisis would only be bad for the second- tier firms are quite comfortable 8 Zimbler said sanctions are generally whole market. in their place. She said they have a lot of GC GRAPEVINE www.gcgrapevine.com 11

ANDREW BUTKO Pro-Russian protesters in Donetsk, March 8 ,2014.

As long as uncertainty continues, “Any uncertainty has an adverse many business decisions will impact and is challenging,” Novo- sel said. “Business and people fear continue to be put off. economic sanctions. The foreign Elias Neocleous investment necessary to develop Vice chairman of legal firm Andreas Neocleous & Co LLC further the financial and other markets in Russia will be hesitant to come under the current circum- stances.” new projects and many of them She said existing businesses are are developing and enlarging the busy reviewing risks coming out of staff quantity. the sanctions, political crisis, isola- “I think it’s more of a strategic tion and even possible war. issue: truly global firms have their “I hope the crisis resolves itself heads and managers who control quickly,” Novosel added. “The lon-

a whole region – CIS – that’s why ANDREW BUTKO HOBOPOCC wiki ger it goes on, the bigger the risk the reaction is to wait a bit, to The barricade outside Donetsk RSA, May 4, 2014 Pro-Russian protests in Odessa , March 13, 2014. that it will not be successfully think more, to consider 6-7 options resolved. This week I saw much instead of 2-3,” Esakova said. “In- foreign investor in Russia with $69 But European Union foreign Although sanctions have yet certainty continues, many busi- fewer foreign business people at ternational firms, which are new to billion accumulated through the ministers met in Luxembourg on to impact the island directly, ness decisions will continue to be the hotel.’ the market or merged with a suc- end of last year, legal and account- April 14 and said the bloc should firms are being cautious. Elias put off.” cessful local private practice don’t ing firms are distressed by the be prepared to impose a third Neocleous, vice chairman of legal Barbara Novosel, General Coun- kevin Livingston bother thinking forward: they grab recent actions, particularly after round of sanctions, including firm Andreas Neocleous & Co LLC, sel for Emerging Markets for Editor-in-Chief, GC the deal and work with it. that country’s banking collapse. economic measures. The United in an interview with Bloomberg Zurich Insurance told GC Grape- Grapevine Magazine Kevin can be reached Others already see it as bad. The island is also the sec- States has also advocated further Businessweek April 15 said the vine that situation is having an at kevin.livingston@ sanctions if diplomatic talks are In the off-shore banking hub ond-biggest destination for Rus- annexing of Crimea has had little obvious and palatable affect on gcgrapevine.com 10 of Cyprus, technically the largest sian investment at $33 billion. not successful. direct impact, but “as long as un- business. GC GRAPEVINE www.gcgrapevine.com 13

raise interesting questions about Users in Europe such things as privacy, press can now request to freedom, how the Internet works across borders and whether Eu- be removed from rope needs its own version. Baker & McKenzie and London the search engine Partner Ben Allgrove was quick to jump on the decision and here database; there were is what they had to say about the overall shakeout of the de- 12,000 requests the cision: On 13 May 2014, the Court of first day Justice of the European Union (CJEU) issued its decision in the news online privacy case of Google Inc and Google Spain against the Agencia Es- n response to May 13 deci- pañola de Protección de Datos, sion by the Court of Justice the Spanish data protection au- of the European Union thority (the “Costeja Decision”). (CJEU) ordering Google to The court’s decision immedi- allows users to demand ately grabbed the attention of Ithat Google remove information the news services and became about them, Google announced a headline item; it continues to

May 29 that it was complying generate considerable comment Photo (C) EU 2012 with the ruling. The decision is around the world. The heat has Viviane Reding, Vice-President of the EC in charge of Justice, Fundamental Rights and not appealable and is now the been generated by the court’s Citizenship, gave a press conference on the EC proposal of a comprehensive reform of law in the EU. support for a ‘right to be for- data protection rules to increase users' control of their data, Jan. 2012, including what The company published two gotten’, a concept that had only Reding called "the right to be forgotten" - effectively the right for an individual to request that their data be withdrawn from websites and online databases. new web forms (one for search first been expressly mooted in and one for image search and the commission’s draft for a several points are notable about new data protection regulation, justifying reasonable restrictions the input box, but it does men- these forms, according to a client in January 2012, but which, in on search engines in support tion it at the start of the form, alert put out the next day by Bak- light of this case, is apparently of privacy rights because of the so we do not think much can be er & McKenzie. already existing law under Di- prominence to information that read into this. After the news broke, 12,000 rective 95/46/EC. search engines facilitate. It remains to be seen what people responded the first day Google expressed disappoint- Whatever side of the debate approach Google will take to as- to have their identity removed ment with the decision at the one takes on these issues, there sessing such claims. One of the from the search engine, which is time of its release. Supported by can be no doubt that the deci- hardest things to reconcile about Google responds to famous for never deleting any- free speech advocates and most sion in this case is of fundamen- the Costeja Decision is why thing. But the bigger picture does of news community, it raised tal importance for publishers the court felt it irrelevant that EU Court of Justice Ruling on concerns about the implications of information online (it has Mr Costeja had been declared for access to information for been reported that the BBC has bankrupt in the past, especially European users, as well as the already received a take down practical problems of asking a notice in respect of its news ar- private entity to make deter- chive), search engines and con- minations which balance com- tent aggregators alike. [The ruling] raises interesting peting fundamental rights (i.e. Consistent with the language questions about such freedom of expression v privacy) of the judgment, Google is asking ‘the right to and determine where the public that the complainant explain things as privacy, press freedom, interest lies. Supporters of the why the information is “irrele- how the Internet works across CJEU’s decision pointed to the vant, outdated or otherwise in- borders and whether Europe fact that the media industry has appropriate” [para 93 of the judg- needs its own version. long been in an equivalent posi- ment]. Interestingly, Google has tion. They argue that the Internet elected not to include the fourth Baker & Mckenzie client alert be forgotten’ results in information attaining criterion mooted by the CJEU, London Partner Ben Allgrove and consultant Ian Walden. a permanence that did not pre- namely that the information is 12 viously exist, such permanence “excessive”, immediately above GC GRAPEVINE www.gcgrapevine.com 15

indicate that Google intends to Implications limit takedowns geographically. Google’s response to the Coste- One expects that Google, and There has been much talk in ja decision is important for all other search providers, are likely the press about European users stakeholders as it is likely to set to seek guidance from DPAs as to being offered a second tier in- the industry bar for responding ternet as a result of the Costeja to take down notices of this sort. where to draw the line. decision, but this level of gran- Other search engines will watch Baker & Mckenzie client alert ularity on the take down form the response with interest, as London Partner Ben Allgrove and consultant Ian Walden. leaves open the possibility of a will the media industry and DPAs more granular approach. This (and of course those who repre- feature of the form also high- sent public figures in particular). lights another of the difficulties Any publisher of material or in implementing the decision. links on the web would be wise as he is a lawyer, a profession It is possible that the relevance to keep an active eye on this area whose rules look very dimly on of information varies from one of developing jurisprudence. bankruptcy. Indeed, the very fact place to another, much as the that bankruptcy is published CJEU has held that the concept Background as a matter of the public record of ‘unfairness’ under European The Costeja decision arose indicates that the legislature felt consumer law can vary from one from a request by Spanish resi- that there was a public interest member state to another. dent, Mr Costeja, to have a bank- in the publication of this infor- For example, an old spent con- ruptcy notice in respect of him mation. viction for a British citizen who removed from Google’s search The logical inference is that retires to Spain may be irrele- results. Google refused and the there is a constituency for whom vant to Spanish users, but would matter ended up in the CJEU. In this information was and re- be highly relevant to British us- summary, the court made three mains relevant (a fact inherent ers if that person returned to the key findings: in the CJEU’s decision that the UK and stood for public office. source information was re- The form also indicates that 1. Controllers The court had mained relevant and publishable Google may tell source sites that to determine whether Google on the newspaper’s website, information on their site has was a ‘controller’ under Directive which turned up in Google’s been taken down. It says: “We 95/46/EC. The Advocate General search results). may inform webmaster(s) whose had held that Google was not, The CJEU offers no guidance content is removed from our on the grounds that it was not as to how relevance should be search results as a result of your aware of the nature of the in- determined and, in particular, complaint”. This raises an inter- formation it was automatically relevance to whom. This perhaps esting fact scenario — one which indexing, personal data or oth- explains the inclusion of the of course the Costeja case itself erwise. The court decided that following language on Google’s highlights. Most of people would Google was a controller because form: “After you submit this form never have heard of Mr Coste- it determined the ‘purpose and we may forward your request, ja, much less that he had been the means’ of the processing it and any accompanying details, bankrupted, had it not been for carried out, as defined in article to the relevant data protection this case. Given that the CJEU 2(d), whether jointly with the authority”. One expects that held that it was relevant and original publisher or on its own. Google, and other search provid- appropriate for the newspaper require the Spanish entity to Here the focus of the analysis the newspaper website which ers, are likely to seek guidance to continue to publish the bank- 2. Establishment The next have actually processed personal concerned Articles 12(b) and hosted the content linked to was from DPAs as to where to draw ruptcy notice, would it also be question was to determine data. It was sufficient that such 14(a) of Directive 95/46/EC. Rath- justified in keeping that content the line, if only to highlight the relevant for the same newspaper whether Google was ‘established’ processing was carried out “in er than undertaking a balancing available on the internet, while difficulty of doing so in any to publish a news article about in Spain for the purposes of Di- the context of the activities” of exercise between the privacy Google was required to remove it principled manner. The Costeja the fact that takedown notices rective 95/46/EC. Google argued the Spanish establishment. rights of the data subject; the le- from its search index. Therefore, decision is inherently relative, had been filed by a particular that since Google Inc owned and gitimate interests of Google and the processing was ‘relevant’ for making applying its ratio much complainant, especially if they operated the search engine and 3. A right to forget The is- the rights of others to receive in- the newspaper, but ‘irrelevant’ more complex than some of the relate to factually undisputed was located in the U.S., it was sue at the heart of the case was formation, the court held that the for the search engine. decisions that media outlets content? The information has a out of reach of the Spanish au- whether Google had to remove data subject’s rights “override, as have had to face in the past. relevance in the context of the thorities. Here the Court agreed indexed links to a newspaper a general rule”, these other inter- ■ Baker & Mckenzie client alert Complainants will be required take down request and reporting with the Advocate General that article even though the original ests. This is the most surprising The Baker & Mckenzie client alert was to nominate the country whose of it that it may not have in its the applicable law provisions publication can lawfully contin- part of the judgment. Remark- written by London Partner Ben Allgrove and 14 law they say applies. This may originally indexed form. of Directive 95/4/6/EC do not ue to be available on the internet. ably, the CJEU concluded that consultant Ian Walden. GC GRAPEVINE www.gcgrapevine.com 17

broadcast news he United States to view shows or whether it is Supreme Court simply pirating copyrighted ma- heard oral argu- terial. “I think what Aereo is trying to ment in May in In the broadcasters’ brief ask- do in the US would be even more What an Aereo a case that could ing the Supreme Court to reverse Thave far-reaching and indus- a lower federal court’s decision, complicated for them if they tried it victory at the U.S. try-changing effects on the tele- Aereo was described as “an en- in the EU” vision broadcasting and cable tire business model premised Piotr Dynowski, industries. on massive and unauthorized Bird & Bird Supreme Court could Dubbed the Betamax case of commercial exploitation of copy- the 21st century, the 1984 ruling righted works.” mean for that allowed consumers to re- Lawyers outside the United cord programming, American States who are following the case Broadcasting Companies v. Aer- closely say while it is extremely C-607/11, according to Dynowski. TV companies eo has the potential to tip the TV interesting and a must watch for The CJEU judgment stated industry on its head. the television industry – a ruling that: outside the U.S. Aereo is a company that has is expected in June – different “The concept of ‘communica- created the technology to grab regulations mean it would be tion to the public’, within the live TV signals through the use much more difficult for Aereo meaning of Article 3(1) of Direc- of tiny remote antennas that to bring it’s model to the EU, for tive 2001/29/EC of the European capture broadcast TV signals, example, Parliament and of the Council which are then stored in the Piotr Dynowski, a telecommu- of 22 May 2001 on the harmo- cloud. This means no more cable nications attorney at Bird & Bird nization of certain aspects of bundles, a key revenue stream in Warsaw, said although he is copyright and related rights in for cable companies like UPC following the case closely his the information society, must be and others. It also means no view for now is that it is quite interpreted as meaning that it more cable bill. U.S. specific. covers a retransmission of the With Aereo, consumers will “I think what Aereo is trying works included in a terrestrial pay between $8 and $12 per to do in the US would be even television broadcast. month to watch live TV on any more complicated for them if “Where the retransmission is The device and recorded programs they tried it in the EU, due to very made by an organization other most from major broadcast networks. specific European regulations than the original broadcaster It threatens the cable companies protecting the rights of broad- by means of an Internet stream and the networks. casters,” Dynowski said. “Taking made available to the subscrib- important TV case Still, if Aereo does succeed at into account the territoriality ers of that other organization the high court, how that might of copyright law and the major who may receive that retrans- impact cable companies and TV differences between the U.S. law mission by logging on to its broadcasters beyond the borders and European law in this regard server. of the United States is still an I would say the decision in the “Even though those subscrib- of the 21st Century could open question. Aereo case won’t have direct im- ers are within the area of recep- The Aereo model is a work- plications on the situation in the tion of that terrestrial television around to existing regulations, EU.” broadcast and may lawfully which rides on the Cablevision Dynowski said the major dif- receive the broadcast on a televi- the industry court ruling in 2008, which held ference is that U.S. law does not sion receiver.” that consumers had the right, specifically recognize (as, for ex- ”I would assume that in the through their cable boxes, to ample, Polish law does) the right light of the aforementioned record programming. But then, of the broadcasters to the con- decision of the CJEU, in the EU cable companies pay broadcast- tents of their broadcasts despite Aereo would need an appropriate on its head ers billions in so-called retrans- whether such contents could be license from the copyright hold- tip mission fees while Aereo pays considered works of authorship ers to retransmit the broadcasts them exactly nothing. And the protected by copyright) and does within the framework of its ser- case is not just about Aereo — it not recognize retransmission as vices,” Dynowski said. opens the gate for cable compa- a separate field of exploitation. nies or others to build a similar The European position on kevin Livingston service and skip the billions in the subject of retransmitting Editor-in-Chief, GC payments to the networks. TV broadcasts from free-to-air Grapevine Magazine The question comes down to television to Internet streaming Kevin can be reached at kevin.livingston@ whether the service simply of- was dealt with by the CJEU in its gcgrapevine.com shutterstock.com fers consumers another avenue judgment of March 2013 in case 16 GC GRAPEVINE www.gcgrapevine.com 19

Allen & Overy predicts news roundup growth in M&A China United States leads the crackdown way, followed by Europe on and Asia corruption According to Allen & Overy’s latest M&A Index, all puts foreign the ingredients for M&A activity to prosper are now in place: availability of cheap funding, cash-rich cor- investors in porates and well performing equity markets. The first three months of 2014 showed signs of a a tough spot rebound in the global M&A markets, with signs of im- proved confidence amongst chief executives. There Chinese lawyers were promising signals in the following areas: are on the lookout for ■ The U.S market continued to show resilience, opportunities to sue with valuations at the top of historical ranges and an foreign companies at active PE market; a time when litigation ■ Shareholder activism has sparked renewed is on the increase in M&A activity in the U.S. and activist investors are China, according to one expected to target more firms in the U.S. and even in Norton Rose Fullbright U.S. lawyer. Europe, following positive shareholder returns; Writing in his Chi- ■ TMT is the dominant sector, with players like and Hogan Lovells naLawBlog, Dan Harris Facebook, Twitter and Google being cash-rich and of Seattle law firm able to pay for acquisitions. shutter Prague offices Harris & Moure warned The U.S. continues to be the liveliest of the M&A foreign companies that markets and ranks as the most attractive destina- Norton Rose Fulbright China’s crackdown on tion for foreign buyers and as the most aggressive announced that it closed corruption, particularly acquirer into other countries. Valuations are at the its Prague office May 1, against foreigners, was top of historical ranges, U.S. private equity markets deciding to shut down real and would not go are extremely active and the tech sector has boasted following a review of the away. mega deals such as Facebook’s $19 billion acquisition market conditions in the Alex Cook named new managing Mr Harris said that of WhatsApp, Comcast’s $45 billion acquisition of country. so long as Xi Jingping Time Warner Cable and Liberty Global’s successful It is the second time that Norton partner of Clifford Chance in Prague was president, the pres- $10 billion acquisition of Dutch cable operator, Ziggo. Rose has shut down in Prague, following a clo- sure against corruption Andrew Ballheimer, co-head of the global corporate sure in September 1996. Alex Cook has been named the new managing partner of Clifford Chance’s would remain. practice at Allen & Overy commented: “As the deal Corporate Partner and head of the Prague of- Prague office, effective May 1. A partner with the Firm since 2007, Alex takes “On top of this, many pipelines in key markets continue to strengthen, we fice, Milana Chamberlain will return to London over from finance partner Vlad Petrus, who, in addition to his existing banking, Chinese lawyers have are finally seeing the seeds of future growth in the where she will take up a senior position within capital markets and insolvency practice, will now also focus on building the become aware of the re- M&A markets. The U.S. has been the main ground for the London business, ethics and anti-corruption office’s growing litigation and dispute resolution department. wards offered to whis- M&A action, however, Europe and the Asia-Pacific practice. Before joining Clifford Chance as counsel in 2005, Alex worked for Allen & tleblowers by the U.S. region are gradually catching up. We are optimistic Prague Partner, Pavel Kvicala will join Overy in London and Budapest. An English qualified lawyer and head of the Department of Justice that 2014 should become increasingly busy for M&A Czech-Slovak law firm Havel, Holásek & Partners, office’s corporate practice, he is experienced in M&A, private equity and joint and the SEC and they activity.” along with his team. ventures. Alex has acted on transactions in most jurisdictions in CEE/SEE, are hustling for clients. The M&A Index provides market insight and com- having been based in the region for the last 15 years. In the 2013 edition of legal Are you confident that mentary by Allen & Overy partners; backed up by The latest firm to leave the golden city is Ho- directory Chambers Europe he is highlighted by sources as “one of the leading none of your employ- independently commissioned quarterly research on gan Lovells. names for cross-border matters.” ees will turn you in for ($100 million-plus) global M&A deal types and analy- Just days after Norton Rose Fulbright an- Outgoing managing partner Vlad Petrus, who established the Prague office a multi-million dollar sis of top global outgoing buyers and target markets. nounced it was leaving the Czech capital, Hogan in 1995 and was elected its managing partner in 1997, said: “After 17 years reward?” Some observations from the latest report include: did the same. Both cited market conditions. in charge, I am looking forward to new challenges and very pleased to be Harris also warned ■ Importance of the management of complex Hogan will leave the country this summer, succeeded by Alex. With his unique background, being a truly international foreign companies employment issues that arise before and during a shutting the office, which housed two partners, lawyer yet firmly embedded in both the Czech and regional markets, Alex is that if they fire or lay post-merger integration; 12 fee-earners and 14 secretarial staff. well placed to lead the Prague office successfully. In doing so, he will have full off Chinese employees ■ Asian markets divided into two halves: North The firm said the decision to close the office support not only of myself and the other Prague partners, but also of the rest of without first getting a Asia, most notably Greater China, showed much came after reviewing the marketplace and the firm.” signed settlement from greater signs of activity than the ASEAN economies; changing their investment priorities. Cook commented: “I am honored and excited to be assuming the role of them, which actually ■ For PE funds, the focus has been on selling According to CEO David Harris, “the partners managing partner at our office in Prague. Since I started in 2005 we have gone works, their chances of existing businesses rather than on acquiring new in Prague understand the decision and are con- from strength to strength, building market leading practices serving clients in being sued are great. ones. TMT remains one of the main sectors attracting sidering the possibility of the office becoming an the Czech Republic, Slovakia, the broader CEE/SEE region and indeed globally. strong PE interest, particularly in Europe where con- independent local firm with an informal referral I aim to continue this trend, so that we lead the market in whatever we do by ■ ChinaLawBlog solidation has continued to be a major theme. relationship with Hogan Lovells. providing our clients with the very best service.” 18 GC GRAPEVINE www.gcgrapevine.com 21

cover story

The future of cigarettes in Europe 21 By Ana-Maria Baciu and Andreea Bende, NNDKP, Romania

How a Tobacco lawyer handles a barrage of 23 In Practice EU regs to steer a business An interview with Eva Nikolic Head of Legal at British American Tobacco The future New EU energy guidelines create confusion 28 for renewables industry By Julia Foresman, GC Grapevine Magazine

Offshore firms adapt to a changing world 32 By Julia Foresman, GC Grapevine Magazine of cigarettes Data privacy in Turkey 36 By Hakki Can Yildiz is a senior associate at Esin Attorney Partnership in Europe

New EU directive brings important changes on the tobacco market, many of which have been strongly contested by the companies doing business in the sector

ecently, the European Union of the type “Smoking kills - quit now” and adopted through an ordinary the following informative message: “Tobacco co-decision procedure the re- smoke contains over 70 substances known vision of the Tobacco Products to cause cancer”. Directive. The new directive, The new directive also prohibits the sale of Rapproved on Feb. 26 at the first reading in tobacco products that have a distinct flavor. the plenary of the EU Parliament, was also For instance, member states will ban the ■ Ana-Maria formally approved by the Council on March marketing of tobacco products that have a Baciu 14 and was signed by both institutions on distinguishable mint, fruit or vanilla flavor A partner and heads April 4. It is now pending to be published in or that contain vitamins or other additives the Intellectual Property division, in the Official Journal. which might give the impression that they addition to managing The new directive brings important have health benefits as well as those that the Consumer changes on the tobacco market, many of include caffeine, taurine or other stimulants Protection, which have been strongly contested by the for energy and vitality or additives that pro- Pharmaceutical and companies doing business in this sector. duce coloring effects in emissions. Health Care and According to the press release issued by the With respect to the labeling of products, Gaming practices at European Parliament on Dec. 18, 2013, the the directive prohibits the use of any el- NNDKP in Romania. reason behind the stricter rules that will be ements or features that promote tobacco implemented through the revision of the products or encourage tobacco use by creat- ■ Andreea Bende directive is mainly to discourage youth from ing a misleading impression with respect to Senior IP Counsel smoking and to ban flavors and tobacco its features and health effects. Consequently, licensed as a European trademark products considered to be “misleading” with and design attorney. respect to certain characteristics or benefits that could make them more appealing to consumers. A major change brought by the new Direc- tive refers to the appearance of the packag- ing. Combined picture and text health warn- ings will now cover two thirds of the surface of the individual package on both sides, representing 65 percent of the surface of the shutterstock.com package. Furthermore, each cigarette pack COURTESY IMAGE 20 will mandatorily feature a general warning Graphic warnings are intended to keep young people from smoking. GC GRAPEVINE www.gcgrapevine.com 23

Eva Nikolic Head of Legal at British American Tobacco As Head of Central European Legal Cluster for British American Tobacco, Eva Nikolic has her hands full with regulatory and business issues. An extroverted and enthusiastic lawyer she or property rights by prohibiting has extensive experience in civil law legal systems and multinational environment, including any use of trademarks registered participation in major cross-border transactions and managing lawyers in multiple jurisdictions. by the tobacco companies. Fur- But in her role at BAT Nikolic is responsible for covering 12 end-markets and faces a barrage of ther, ECTA also argues that in- local and EU restrictions while finding solutions to maximize business opportunities. troducing plain packaging may generate an increase in the trade in counterfeit and contraband cigarettes. “In our view, such effect would How a Tobacco lawyer be an indirect consequence of the mandatory elimination of the specific details and graphical el- ements applied by manufactur- handles a barrage of ers, for security purposes, on the packaging and labels of tobacco products and the introduction of plain, generic labels much easier EU regs to steer a business to be copied by infringers. “Last but not least, the intro- duction of plain packaging could also breach a number of other BAT’s Eva Nikolic talks about her role, which includes managing 12 end- fundamental rights and free- markets and participating in major cross-border transactions doms. In addition to depriving a right to property, it also breaches the freedom of expression (of Interview Eva Nikolic entities doing business on the The tobacco markets) and the free- How did you come to work for BAT? The role of lawyers in BAT is to find dom to carry out a commercial Nikolic I’ve heard about the position first from a pre- solutions and maximize business oppor- labels and packages of tobacco packaging is also supported in activity. Also, the prohibition to File mier legal recruitment firm and then made tunities, while minimizing risks and en- products can no longer include Ireland and the United Kingdom use certain trademarks would further enquires about it from a friend who suring that various kinds of risk that we Location: references to the presence or by recent statements issued by most like have financial impli- Hungary has been with BAT for a long time. I found take are at an acceptable level. Tobacco is absence of taste, smell or any the public authorities in both cations for the holders of such Position : Head the position to be very interesting and given a highly regulated industry, therefore in other flavors or additives, can- countries on April 3. New Zea- intellectual property rights, of Legal Central the fact that I was looking for new challeng- order to make the right balance between not be similar to the labels and land has also recently issued a both by generating a loss of the European es in my career — and working in a highly making sure that laws are being complied packaging for foods stuffs or legislative bill that would amend amounts already invested in Cluster at British regulated industry certainly is challenging with, whereas at the same time business cosmetics and cannot contain the legislation currenty in force, their trademarks’ registration, American — and the fact that BAT is known as a very targets are being met, it is essential that indications that the respective by introducing plain packaging protection and enforcement, as Tobacco people-oriented company, I decided to send we also have a business mind-set and product has natural, organic, for tobacco products. well as by diminishing the value Joined BAT: my CV. Very soon, I was invited for a phone are therefore capable of being partners to energizing properties. Since the However, both the represen- acquired by such trademarks June, 2012 interview with the WER General Counsel, the business, rather than only “creating” directive provides that the ele- tatives of tobacco companies as through their extensive use on Previous: which was followed by a personal interview obstacles. ments and features prohibited well as the intellectual property the market and the investments Legal Director in London. The rest is history, as I joined can also include texts, symbols, associations — INTA, ECTA, in their advertising. “ Europe, Valeant BAT in late June 2012. What are the biggest challenges facing the names, trademarks, figurative el- MARQUES, AIPPI, LES etc. — The new Tobacco Directive Pharmaceuticals tobacco industry in the EU? ements or other signs, it lays the have reacted negatively to the is scheduled to enter into force Law School: Tell us about the day to day of your position. It is important to note that BAT supports groundwork for member states introduction of plain packaging, in May 2014, 20 days after pub- Univeristy of It is very difficult to describe a particular all sound tobacco related regulation that to introduce even stricter rules expressing concerns throughout lication in the Official Journal. Szeged, Hungary day, because usually each one differs from is balanced, evidence/science based and with respect to the packaging of the recent years in what regards Member states are granted two the other and brings other challenges and delivers its policy aims and is effective, tobacco products, such as plain various issues that could be years as of its entry into force issues to the table. As an in-house counsel, provided that it does not infringe on our packaging. raised by the introduction of for putting into effect the new you need to be a generalist and deal with legal rights as a business and/or does not Plain packaging has so far legal provisions that expressly provisions. various issues ranging from corporate law impede our ability to compete. been adopted in Australia, where ban the use of trademarks with to commercial law, employment matters, IP Accordingly, we believe that regulations the domestic legislation allows figurative elements and colored ■ Ana-Maria Baciu law related issues, etc. that fail to meet the intended regulatory for cigarettes to be sold in dark logos. A partner and heads the Intellectual BAT is also special in a way that Heads of aim have adverse and unintended conse- brown packs displaying large- In the comments submitted Property division, in addition to managing Legals are also members of executive teams quences. sized health images and text recently by ECTA to the New the Consumer Protection, Pharmaceutical on local/cluster/regional level and are there- As to the challenges we are facing, it warnings and prohibits the dis- Zealand Parliament bill it is stat- and Health Care and Gaming practices at fore very much involved in the daily busi- is obviously the newly enacted Tobacco NNDKP in Romania. play of trademarks on cigarette ed that the proposed legislation ness of the company. The primary objective and Related Products Directive (TPD), that packs unless written in standard is in conflict with the property is to enable the company to win in the re- I will speak about in more details later ■ Andreea Bende small letters. rights of trade mark owners, Senior IP Counsel licensed as a European spective market(s) and provide related legal on. Besides this, proposals on the intro- The introduction of plain since it amounts to a deprivation support and solutions to the organization. duction of plain packaging in the UK and 22 trademark and design attorney.

shutterstock.com GC GRAPEVINE www.gcgrapevine.com 25

How much impact will the new EU Tobacco Products Directive have BAT is at the forefront of developing on your industry? The TPD require the European a portfolio of less risky, Although the enacted version of Commission to adopt further EU the TPD that entered into force legislation called “Implementing next-generation products, which May 19 is better than the original Acts” to fully clarify requirements. includes e-cigarettes and new proposal, it still fails to meet the types of inhaled nicotine products. principles of proportionality and Eva Nikolic balance, as well as effectiveness. Head of Legal at British American Tobaccot Eva Nikolic It lacks clear evidence and sci- Head of Legal at British American Tobacco ence-based data on a number of introduced changes, therefore it is unlikely to believe that its objec- of illicit trade. There are also still tives and policy aims will be met. many things that need to be clari- Ireland, as well as public display This is why we believe it will fied since certain provisions of the bans of tobacco products are also not be effective and will further TPD require the European Commis- extremely important. All these open the door to duty-not paid/ sion to adopt further EU legislation measures will require changes unregulated tobacco products. The called “Implementing Acts” to fully to the way we are doing business changes ahead of us are going to clarify requirements. today. At the same time, they al- be significant and numerous and For example, these acts will ready have and in the future might therefore it is impossible to explain define the technology standards have a further serious impact on and list all of them for the purposes for track and trace and specify the the illicit trade of tobacco products of this interview. I will just try to content of health warnings, as well that is already causing a serious give you a flavor of all the chal- ingredients reporting and testing issue for both industry players and lenges that we as an industry are to and health warnings. We need to governments because of lost reve- face. Among others, one of the big- carefully review also our portfolio nues and taxes. gest impacts that we will have to of local brands and assess wheth- There are estimates that illicit deal with is the ban on menthol as er any of our brands/SKU variant trade of tobacco products causes of 2020 onwards, as well as the ban names would be threatened under EU-wide a loss of around 10 billion on flavorings and slim packs from the provisions of the TPD. There EUR in lost taxes on a yearly basis. 2016 onwards. For example, this is a lot of interpreting to be done, Illicit trade is already the biggest in practice means that while slim lots of engagement in general be- competitor to all legitimate, legal cigarettes will remain in our port- cause even today there are a lot of players in the tobacco industry and folio, slim packs will no longer be discrepancies across Europe with presents one of the most serious allowed after the grace period has respect to the size of the health problems for us in the Central Eu- ended, which means that we will warnings as well as regarding the ropean Cluster (primarily Hungary, need to introduce new manufac- pictorials that are being used, but Serbia, Bulgaria, Kosovo), as well as turing/packaging techniques, that also on the interpretation of certain in the UK and Baltics. will surely influence the increase provisions by the local regulators. By way of example, the duty not of related costs. On the other hand, we need to en- paid segment in total tobacco (FMC By way of example, approximate- sure that those provisions, which — factory made cigarettes and FC ly 18 months are required for the may be directly implemented by — fine cut) in 2014 is projected to testing of a new packaging, and the member states are not intro- assume 16 percent of the market this is only one aspect of the im- duced before the compliance dead- in Hungary, 25 percent in Serbia pact the new regulation will bring. lines as set forth by the TPD. Due and 28 percent in Bulgaria. A close Also, the new TPD sets forth the to the complexity of the numerous cooperation with law enforcement requirement of a 65 percent pic- measures introduced by the TPD, agencies and regulators across torial and textual health warning we must have enough time to com- Europe is therefore paramount for on both sides of a pack, that in our ply. successfully tackling the problem view again raises serious IP rights and we are continuously working concerns and infringements. Fur- Right now, Hungary is looking at on improving that relationship. We thermore, from 2016, the minimum heavy EU fines unless it amends have found that the governments content of a cigarette pack will be current legislation on Tobacco and across Central Europe are being 20 sticks - this yet again - together alcohol. Can you explain the cur- partners in developing measures with the excise policy - will have a rent situation to our readers? in order to combat the duty not direct impact on pricing. I believe you are referring to the paid segment, but this is a long Having in mind that consumers infringement procedure initiated journey,because various regulatory in the Central European Cluster are against Hungary for its anti-fore-

measures — including local excise very price sensitive we see a con- shutterstock.com stalling legislation because accord- regimes and restrictive regulations tinuous growth in the down-trad- From 2016, the minimum ing to the European Commission, and practices — have a direct im- ing from cigarettes to fine-cut content of a cigarette the anti-forestalling measures pact on pricing and availability of tobacco and this will again in our pack will be 20 sticks, adopted by Hungary and imposing products, which further influences view push them towards the black which have a direct a time-limit for the marketability impact on pricing. 24 the size of the black market. market and lead to the increase of tobacco products with old tax GC GRAPEVINE www.gcgrapevine.com 27

a lots of changes and required a will have to be also notified to the tremendous amount of legal work EU, so the matter is far from being to be done in order to adapt to the final and closed, nevertheless these There is no doubt that we will new environment, however we moves might encourage other always need manufacturing need more time in order to be able governments also to consider the technology that responds to market to do serious and fact based analy- introduction of plain packaging. sis and reach conclusions. BAT has strongly opposed the demand and innovation. Chantler Report, which itself ad- Eva Nikolic BAT is obviously a global company, mits that “there are limitations to Head of Legal at British American Tobacco but just closed its last processing the evidence currently available”. plant in Britain. Where does the The data available to us from company want to focus production Australia clearly shows that plain operations and what are your big- packaging has not had a positive stamps are not in line with harmo- gest markets in the future? effect on public health , but has to nized EU rules on excise duties. Obviously, business reality, opti- the contrary lead to the increase of Since Hungary’s amendments to mization of costs and continued illicit tobacco trade and increase the referred regulation were not in pursuit of growth require every in the amount of sold tobacco (the accordance with the commission’s business to continuously re-evalu- first increase in Australian tobacco earlier formal notice in 2013, DG ate its processes and ways of work- volumes in over five years), as well TAXUD continued the infringe- ing in order to deliver at its best. as AUSD 1 billion in lost taxes to ment proceedings. Accordingly, This applies to both operations and the Australian government. Very in April 2014, the commission commercial part of our business. importantly, we firmly believe that announced the second phase Currently BAT has seven manufac- plain packaging fails to respect in the infringement procedure turing plants in the Western Euro- our minimum guaranteed rights against Hungary and restated that pean Region and for the time being on trade mark protection under irrespective of the commission’s there are no plans to change that. EU trade mark law and WTO law, request to Hungary to amend its As a matter of fact, BAT has invest- PHOTO COURTESY PHILIP MORRIS contravenes EU law in terms of in- Despite next generation products, cigarettes remain BAT’s core business. legislation that applies a sales ed into a new plant in Hungary in BAT is at the forefront of devel- terfering with property rights guar- restriction on tobacco products the amount of around 30 million oping a portfolio of less risky, anteed by EU law. Furthermore, it already released for consumption, EUR, that will in the future focus next-generation products, which whereas e-cigarettes that do not trying to quit with the aid of e-cig- would create barriers to entry and Hungary continues to restrict on the production of fine-cut tobac- includes e-cigarettes and new make such claims will be regulated arettes reported having stopped distort competition — clearly con- the marketability of tobacco co and innovative products. types of inhaled nicotine products, as general consumer products, be smoking traditional cigarettes (as trary to the EU Treaty and affects products by limiting the sale of Cigarettes and related tobac- as well as heat-not-burn tobacco subject to certain advertising re- opposed to 10.1 percent of those property rights under UK law and tobacco products with old tax rate co products (traditional tobacco products. We are seriously invest- strictions and a maximum nicotine using over-the-counter aids such infringes UK’s obligations under tax markings by wholesalers and products) continue to remain our ing in R&D, since it is our firm be- limit of 20mg/ml. as nicotine replacement patches or international law. importers to 15 days following the core business and focus, however lief that informed consumer choice Member states may ban specific gums). It has to be noted also that five entry into force of the new tax we are taking all necessary steps is the key to harm reduction. As refillable cartridges, if the ban can The above clearly shows the countries have already challenged rate. Since the EU Excise Directive towards developing further our part of that, we are aiming to intro- be justified by safety concerns. In long-term potential of our harm Australia’s decision to introduce does not allow the restrictions of harm-reduction platform, which duce a range of reduced-risk tobac- case three member states adopt reduction approach that at the plain packaging via the World the trade in tobacco products once includes next generation prod- co and nicotine products. We are a ban on a specific cartridge, the same time offers the opportunity Trade Organization. Finally, we they are released for consumption, ucts. There is no doubt that we recognized leaders when it comes European Commission may uni- for a continuing sustainability and believe that plain packaging is the commission stated that it may will always need manufacturing to new product development, since laterally impose an EU-level ban, profitable growth of our business. disproportionate and unjustified refer the matter to the European technology that responds to mar- BAT in 2013 became the first in- without the prior approval by Par- and would result in increased il- Court of Justice in case Hungary ket demand and innovation and ternational tobacco company to liament or member states. Are you facing pressure over plain licit trade and down trading, while does not bring this legislation into technology at its best, like for in- launch an e-cigarette - Vype - in Having said the above, it is packaging? there is no evidence that plain conformity with EU laws within stance what we have in Germany, the UK. Vype uses a nicotine e-liq- very important to note a recent As you may know, Australia has packaging would achieve a public two months. As far as I know, the where we actually have our biggest uid that is made in the UK under report coming from an e-cigarette last year introduced regulation health benefit. Finally, should plain Hungarian Government is in the manufacturing facility in Western current Good Manufacturing Prac- research in UK, that was chiefly to restrict the colors, designs and packaging be introduced in the EU, process of consultations with the Europe. tice standards and contains only funded by Cancer Research UK and trademarks that can be used on it would also surely risk damaging EU on this. In terms of BAT’s biggest mar- pharmaceutical grade nicotine. authored by Professor Robert West tobacco packaging (“plain packag- the EU’s trade interests and its kets in the future, I would differen- Our research shows that e-ciga- of University College London’s ing regulation”). This April, UK and international trade and intellectual How have reforms in the tobacco tiate between the European Union rettes have the potential to provide Department of Epidemiology&- Ireland have also decided to intro- property credentials. retailing industry helped your and the rest of the world. Germany, real alternative to smokers without Public Health. The findings of the duce plain packaging on the basis company? Italy, UK and Romania are among most of the risks associated with report are very much in line with of a recently issued Chantler Re- Why is it that when I buy a pack of I assume that you are referring our biggest EU markets, whereas regular cigarettes. our views regarding tobacco harm port, claiming that the introduction cigarettes in Budapest there is al- to the recent introduction of the globally I would highlight South- The new TPD also regulates reduction, e-cigarettes and regula- of plain packaging in the UK would ways one cigarette missing? tobacco retail monopoly system East Asia, Middle East and Africa, e-cigarettes and the final provi- tion of this category. According to result in a “modest but important” Actually, no cigarette is missing :-) in Hungary. For the time being, I Brasil and Russia. sions are a result of a compromise the research, smokers trying to quit reduction in smoking. Accordingly, Pursuant to applicable regulation, would be reluctant to give any spe- between MEPs and national gov- are 60 percent more likely to suc- the governments in both countries the minimum content of a pack in cific answers or draw any conclu- What is the the future of electronic ernments. In a nutshell, the TPD ceed if they switch to e-cigarettes are shortly expected to publish Hungary is 19 sticks and this has sions because not even a year has cigarettes in your opinion? Do you stipulates that only e-cigarettes than if they use nicotine products draft regulations and launch fur- lead all market players to decrease passed since the implementation envision new EU rules or litiga- which make medicinal claims to like patches or gum, or just will- ther consultations. the number of cigarettes contained 26 of the system. It surely introduced tion? be licensed as medicinal products, power and 20 percent of people Obviously, the draft legislation in a pack to 19 sticks. ■ GC GRAPEVINE www.gcgrapevine.com 29

Julia Foresman Julia Foresman can be reached at Julia.foresman@ New EU energy gcgrapevine.com guidelines create renewable Energy

he topic of renewable with a so-called new “fee”, which confusion for energy is abuzz once is pretty much a new tax affect- again with the Euro- ing only wind and solar photo- pean Commission’s voltaic power producers. Both announcement in of these measures reduced the renewables industry TApril of new guidelines that attractiveness of renewables [to address public support of re- investors] in those countries.” New guidelines call for market-driven bidding process newable energy projects. The Furthermore, according to Mar- guidelines aim to assimilate the ian Dinu, Managing Partner of renewable energy sector into the DLA Piper in Romania, the indi- market fold. However, the ramifi- vidual state schemes foretold the cations have left some European eventual promulgation of the new lawmakers and lawyers scratch- guidelines. “Significant renew- ing their heads. able energy state aid schemes The new guidelines will re- implemented in European coun- vamp the existing renewable tries led to concerns of overcom- energy subsidy programs of the pensation, heavy burdens on end bloc’s 28 member states in favor consumers and on a number of of an EU-wide market-driven energy intensive industries, and bidding process for allocating ultimately to dysfunctional ener- public support. Member states gy markets.” will be allowed to subsidize ener- In this context, Dinu said, var- gy-intensive industries to shield ious Member States adopted a them from price hikes affected less favorable approach towards by increased renewable energy. renewable energy support and it According to the EU Commission, was only a matter of time until the renewable energy industry the EC would adopt a new poli- has suffered from market-distort- cy aiming to promote a gradual ing policies that keep renewable move to market-based support energy prices higher than they for renewable energy. would be using the bidding pro- Not to mention, he added, cess promoted in the new guide- there has not been a great deal of lines. movement in other big markets However, for energy specialists of the region to underscore the like Jacques Isabelle, an attorney success of state support. Specifi- with Wolf Theiss in Budapest, cally, Poland has been promising these guidelines were a foresee- an overhaul of its renewable able and logical reaction to the energy laws for several years events in the last few years. without effect while the Czech “Looking at renewables in the Republic and Slovakia have been region, there have been various less attractive in the wake of the state interventions which took 2012 boom. place in the two bigger mar- According to Isabelle, states are kets of Romania and Bulgaria focusing more on 2020 and 2030 that reduced the attractiveness targets. of support schemes,” Isabelle “The European Union is com- said. “Romania operates a green mitted to a 20 percent renewable certificate regime, which they energy target by 2020. The tra-

S HU TTERSTOC K. CO M have reduced through measured jectory for reaching this goal is suspension of the certificates. steeped toward the end,” he sad. And Bulgaria tried to do this, “There will be a bigger effort in first through grid access charges the latter years of 2016, 2018 and which got thrown out by the Bul- 2020, as most markets will see an 28 garian courts, so they returned increase and need for renewable GC GRAPEVINE www.gcgrapevine.com 31

in renewables and therefore a re-orientation towards other areas, so attorneys with a more It was just a matter of time before complex offering in energy will the EU acted to integrate renewable be more in demand than those energy into mainstream markets. focusing exclusively on renew- Jacques Isabelle able energy projects.” Wolf Theiss, Budapest One question that has attor- neys talking is what these guide- lines will do to the viability and demand for renewable energy on the market. energy investment coming later “It is very likely that new re- in decade. There are no binding newable projects will decrease in national targets for renewables the absence of substantial state after 2020, but the Commission aid or in the context of an uncer- proposes an EU-target: the share tainty as to the extent of such of renewable energy should aid,” said Dinu. “In Romania, reach at least 27 percent of the we already noticed a reduced EU’s energy consumption by interest in the context of signifi- 2030.” cant amendments to the current Longer term, these numbers support scheme having been are likelier to pick up. What we recently implemented and also see happening is that in more given that no European funds are mature markets developers are apparently envisaged during the now looking at those projects 2014 — 2020 programming period they had discarded a few years for wind or solar projects. In the ago, such as solar and wind farm Romanian context, overcapacity projects, as lower hanging fruit. concerns may also be a factor. However in our markets [Cen- Nevertheless, we think that re- tral and Eastern Europe], people newable energy is here to stay are getting interested but there and that selected new projects is much more thinking in long will continue to be developed, terms due to the current regula- especially in solar energy, as the tory instability affecting those cost/efficiency ratio will contin- markets.” ue to improve.” While the legal community has Isabelle was cautiously op- reacted differently to the onset of timistic. “Those people who the guidelines, anyone familiar have seen different support with the market and cross bor- schemes work can see new sup- der energy policy knew it was port schemes working in their just a matter of time before the own jurisdictions,” he said. “The EU acted to integrate renewable difficulty is that some attorneys energy into mainstream markets, in the region have only worked according to Isabelle. in one specific jurisdiction and SHUTTERSTOCK.COM don’t have experience in how “Many consultants had ques- Current regulatory instability has renewables investors looking long term. tioned the long term sustainabil- financed, like what was done in into effect this July.” other support schemes can ity of the schemes some coun- Bulgaria and Romania It was this In the meantime, energy attor- our longstanding clients, we From DLA Piper’s perspective, work.” tries were introducing, but then retroactivity that came under neys are in a race to ascertain will make them understand the no changes in behavior will With the EC signaling an end they had to attract developers heavy fire by the European Com- where the guidelines will be ap- new rules and what is possible occur immediately. “We do not for feed-in tariffs, attorneys will and get their renewables sector mission. plicable outside of discussions under them. Also, for those of us expect immediate significant also need to adjust their thinking off the ground. However, the Eu- “The EC has been in favor of member states will have with involved in trade associations, changes in the energy market to price premiums or green cer- ropean Commission’s thinking renewable energy being integrat- EC in defense of their individual we’re trying to gather people due to the guidelines alone. tificates. in terms of support had been ed into energy market in gener- support schemes. around one proposal and then However, cumulated with the “People need to see how that clearly in favor of integration of al,” Isabelle said, “but they have The simple fact, according put one forth robust enough to Members States policy for di- works in practice.” Isabelle said. renewables into the energy mar- been requesting this be done folks following the develop- past new state aid test.” minishing the support granted to “It is those who have multi-ju- kets, so their approach in these gradually, and, most importantly, ments, is that there are not many There is still some time to renewables, we can foresee that risdictional experience who will guidelines was foreseeable,” Isa- without retroactive effect. If you attorneys involved. come before the first milestone investors will seek counseling in be at the forefront of the discus- belle said. look at the new guidelines, they “Where we see requests com- of 2016, but because implemen- relation to the future context of sion.” At the same time, governments will only be applicable to new ing are in renewable energy tation processes are bound to be renewables in order to reassess have intervened abruptly and support schemes. They will not associations, who will put forth lengthy, trade associations will their objectives in this sector,” ■ Julia Foresman introduced legislation the affect- affect state aid which had been proposals for new support be discussing this topic from DLA’s Dinu said. “We also envis- Julia Foresman can be reached at Julia. 30 ed projects that had already been given before the guidelines come schemes,” Isabelle said. “With this summer onward. age a decrease in the interest [email protected] GC GRAPEVINE www.gcgrapevine.com 33 Offshore firms adapt to a changing world

Despite hardship and a bad image since the economic crisis, [We] have been outspoken in offshores say there is a greater commitment to transparency articulating the jurisdiction’s high standards of transparency and cooperation. Mann Vergan Director of Business Development at Harneys

offshore law

onjuring up images of The activities they are in- seaside bungalows, volved — IP, private equity or warm tropical breezes commodities brokerage, —are and bronzed skin un- not tethered to a particular geo- kissed by the visible graphic region, however. While Cstress of billable hours, the world shareholders and directors of Julia Foresman of offshore law has been hit by a an offshore company may enjoy Julia Foresman tsunami since the global finan- generally a high level of priva- can be reached at cial crisis. cy, stringent regulations from Julia.foresman@ Still, those involved say the Western governments seeking to gcgrapevine.com industry isn’t sinking, but rather recoup tax revenue are making the practices are changing. it harder and more expensive to Long associated with the “off- use traditional offshore entities. shore” theme are the tax haven This does not have firms like advantages for businesses and Harneys concerned, however, as individuals seeking anonymity, long as growth is steady. privacy and the facilitation of “As a global firm with a conducting international busi- long-standing heritage in the ness and financial transactions BVI (British Virgin Islands), Har- away from the prying eyes of neys has been outspoken in ar- institutions like the IRS. ticulating the jurisdiction’s high However, according to Har- standards of transparency and neys, a leading offshore firm, the cooperation,” said Mann Vergan, era that fostered such notoriety Director of Business Develop- has come to a rapid close as ment at Harneys. firms commit to greater trans- Vergan added: “Harneys’ law- parency in the wake of global yers have also helped to develop economic crises and big govern- key commercial legislation in ment crackdowns the BVI over many decades. The Offshores are generally de- BVI has a strong history of set- fined as legal entities that are ting high standards of financial established in offshore financial regulation and transparency. In s hu tterstoc k .co m centers (like the Cayman Islands fact, in some cases it exceeds or the British Virgin Islands) or the regulatory standards of on- which are protected by specific shore jurisdictions. The BVI’s legislation guaranteeing a status efforts in this regard have been 32 of partial or full tax exemption. recognized by the governments GC GRAPEVINE www.gcgrapevine.com 35

ity to rehabilitate the financial presence in their jurisdictions. sector. The offshore business will not Putting Cyprus in the offshore be extinguished, rather it is People who used to have structures context, thus, is a different exer- changing. You have different for operations, which are not legal, cise. Aristodemou explained, “In companies and joint ventures will no longer be able to use it. the beginning, many companies requiring neutral jurisdictions, were considering moving from and the structures will just take Pavlos Aristodemou Cyprus. The initial reaction was a different form and shape.” Loizides YiolitisPavlos Aristodemou, Cyprus fear, but that has eased with Indeed, contrary to long-held time. Generally, we didn’t see the public perception that offshore flight of companies. While it is companies had something to true that companies in Cyprus hide, offshore players need to ther to say that people who used with foreign interests did not keep hands above the table, par- to have structures for operations, necessarily use Cypriot bank- ticularly as the complexity and which are not legal will no lon- ing, even that’s changing and sophistication of offshore trans- ger be able to use it. This will gaining momentum. The econ- actions grow. benefit the offshore world and omy has contracted lower than This includes, for example, the use of offshore structures expected, and the economy’s requiring the registration of will be good tax planning and already been upgraded by Fitch owners and beneficiaries. While optimization of taxes.” and S&P.” tax optimization remains par- Cyprus, of course, made head- With respect to the offshore amount, the rules of realizing lines in 2012-2013 suffering business in Cyprus and beyond, such benefits bespeak a new economic catastrophe in the Aristodemou was particular- game across the board. wake of credit rating agencies ly optimistic. “The number of downgrading government bonds companies incorporated on ■ Julia Foresman to junk for involvement with the yearly basis will be lower, yet Julia Foresman can be reached at Julia. Greek debt crisis and an inabil- those companies will have a real [email protected] GC_Media - halfpage-horizontal_20.03.2014.pdf 1 25.03.2014 18:19:30

C

SHUTTERSYOCK.COM M Nicosia, Cyprus , long a hub of offshore tax havens, is now focused on increased transparency. Y

of several G8 and G20 countries.” a different one in that you will CM Pavlos Aristodemou, one of see more substance in compa- MY

the three founding partners of nies using offshore structures CY What we we will see in the next Aristodemou Loizides Yiolitis so they fall within the relevant several years is not the same in Cyprus, which merged with requirements for the OECD (Or- CMY offshore world [of old], but [one that] Harneys in 2009, agreed that ganization for Economic Co-op- K will benefit the offshore world and increased transparency is a eration and Development) and long-established goal of Harneys the G20.” the use of offshore structures. globally. Central to these requirements Pavlos Aristodemou “What we see now with respect is that companies incorporated Loizides YiolitisPavlos Aristodemou, Cyprus to tax optimization and anonym- in offshore jurisdictions seek- ity is that things are changing,” ing to capitalize on tax benefits he explained. “Basically, in my must have operations on the opinion, what we we will see in ground, including an office and the next several years is not the personnel with decision-making 34 same offshore world [of old], but authority. I would go a step fur- GC GRAPEVINE www.gcgrapevine.com 37

Consistency with privacy data protection regulations involves, in particular, adopting a law on the protection of personal data as well as establishing an independent supervisory authority. Hakki Can Yildiz Senior associate at Esin Attorney Partnership

he Turkish Constitution visions on data protection. These be technically and economically now deems the pro- laws provide that, as a general rule, viable. Recent legislative develop- tection of privacy and the illegal processing of personal ments in Turkey have allowed busi- personal data as a fun- data is prohibited and may be sub- nesses to move some of their oper- damental human right ject to civil and criminal sanctions. ations online and develop creative Tbased on a 2010 amendment. But None of these codes, however, electronic services (including elec- unlike EU member states, — the clearly define “illegal processing.” tronic invoicing, electronic general country is a candidate state and Moreover, compliance with these assembly and executive board has committed to ensure consis- provisions cannot be assured as meetings, electronic bookkeeping tency with EU law, including those there is no general data protection and new payment and e‑money related to privacy — the Turkish law, and no authority has been services). In reality, though, cloud Parliament has not yet passed assigned to detect or remedy vio- offerings cannot be widely used by a general data protection law in lations. banks or telecoms operators due to which the rules and principles are In addition to the codes listed restrictions on cross-border data clearly defined. above, certain sectoral laws also flows. Turkish banks, for example, Consistency with privacy reg- provide a more detailed regulatory are required to keep the “primary ulations involves, in particular, framework for specific sectors and secondary copy” of their data adopting a law on the protection of such as banking, telecommunica- on their own servers physically personal data as well as establish- tions, and healthcare. These sec- located and maintained in Turkey. ing an independent supervisory tor-specific rules exist in selected Similarly, telecoms companies authority. market segments primarily to operate under a strict prohibition As part of the EU accession pro- stand in for a much-needed gen- on the international transfer of cess, Turkey’s Ministry of Justice eral data protection law, as well as user and consumer data related to prepared a Draft Data Privacy Code to address certain sector-specific telecommunications activities. in 2005. The draft code is intended concerns. Particularly in the bank- These rules prove that, absent to harmonize Turkish data protec- ing and telecoms sectors, for ex- a general data protection law, tion laws with the Council of Eu- ample, the enormous imbalance in sectoral regulators adopt stricter rope’s Convention (No. 108/1981) for interactions between large corpo- approaches and impose draconian the Protection of Individuals with rations and individual consumers rules on data protection. Although Regard to Automatic Processing of would benefit from clear and mea- one might expect the opposite, Personal Data (i.e., European Data sured regulation of data processing strict sector-specific rules may Protection Convention) and EU and data retention. tend to be insensitive to the com- Directive 95/46/EC. To date, how- mercial and operational realities ever, the Parliament has not yet Are sector-specific rules and needs of companies operating adopted it. too strict for cross-border in those sectors. Moreover, these Amid increasing consumer data flows? harsh regulatory approaches have Data privacy in Turkey: sensitivity about privacy issues, There is no general restriction significant financial consequences. however, the Turkish Parliament is on the international transfer of Due to regulatory barriers, which expected to accelerate its efforts to personal data under Turkish law, prevent placing data centers adopt the draft code. Indeed, Turk- although strict sector-specific outside Turkey and the effective A fundamental right ish Prime Minister Recep Tayyip rules and, to a certain extent, even management of international data Erdoğan. said in September 2013 prohibitions are in place. Arguably, flows, the future of cloud services, that the Draft Code will soon be on the strictest regulation is found in as well as Turkey’s potential profits, the Parliament’s agenda. the banking and telecoms sectors, are limited.

S HU TTERSTOC K. CO M While there is no unified code on presenting regulatory and practical The lack of a general data pro- without legal protection privacy, a regulatory framework obstacles. tection law setting out the general does exist. Several Turkish laws, For obvious reasons, a global framework is one of the main rea- primarily the Civil Code, the Code data flow between data centers sons why sectoral regimes contain Despite commitments, hard privacy laws are still lacking of Obligations, the Labor Law and both inside and outside Turkey is such strict provisions. The current 36 the Criminal Code, contain pro- essential for cloud computing to version of the draft code includes GC GRAPEVINE www.gcgrapevine.com 39

an example, a multinational com- significant role in the Turkish busi- pany may be restricted by its home ness world. jurisdiction’s law from outsourcing Widespread use of the Internet, That Turkey does not qualify as a a call center business to Turkey. If both for professional and personal country providing data protection the draft code is adopted, however, purposes in Turkey, further ne- On the move Round-up of lateral moves and appointments at the level of the EU is another Turkey’s data protection regime cessitates adopting a general data consequence of failing to adopt a will be similar to the EU’s, which protection law. should make it easier to transfer As an example, the current reg- general data protection law. data in and out of Turkey. ulatory framework offers little as- Hakki Can Yildiz surance to consumers engaged in Senior associate at Esin Attorney Partnership What are the other main e‑commerce. Not only is there no problems? general data protection regulation, The problems due to lack of a there is also no specific regulation general regulatory framework are on e-commerce, often leaving restrictions on international data not limited to cross-border data these issues to general Turkish transfer, which are more or less in flows. Indeed, a major problem is contract and commercial rules. line with EU rules. Under the draft the uncertainty companies and Under these circumstances, code, personal data may be trans- their advisers face when identi- where local firms’ data protection ferred abroad only under special fying, assessing and mitigating and e‑commerce-related opera- circumstances — for example, if risks associated with their privacy tions are often minimally regulated the foreign country to which the policies — a relatively easier task or simply unregulated, multina- data will be transferred provides in sectors where privacy issues are tional e-commerce firms fear they equivalent data protection. regulated. cannot efficiently compete with That Turkey does not qualify as a In unregulated sectors, how- their local competitors since they country providing data protection ever, in-house lawyers, privacy must follow more strict internal at the level of the EU is another and compliance officers and their policies. consequence of failing to adopt a advisers must make decisions What should international com- general data protection law. The based only on broad principles panies do? lack of protection, therefore, fur- without guiding precedent, law or Even though there is no unified In-house moves ther restricts data transfer as most regulation. Companies operating in code, data protection is not totally jurisdictions require reciprocity. Turkey may, therefore, fail to strike unregulated. For example, even within same the proper balance, resulting in The Turkish Constitution defines Snapchat snaps up GC From Hogan Lovells group of companies having entities policies either more onerous than the right to privacy as a fundamen- D.C. Lawyer will be the image sharing app’s first in-house lawyer both in EU and Turkey, internal legally required or which inadver- tal human right, and general laws data transfers can be problematic. tently run afoul of unstated regula- address privacy rights. Moreover, Turkey’s current regu- tory opinion. The Draft Code may enter into Snapchat, latory regime does not help its as- The current regulatory frame- force if and when adopted by the the Los Ange- piration to become a global IT hub work in Turkey also affects busi- Parliament. For these reasons, les-based im- as data transfers into Turkey may nesses operating through the foreign businesses operating in age-sharing app be limited under the laws govern- Internet. Not surprisingly, the Turkey should be aware of the cur- that famously ing multinational companies. As Internet now plays an increasingly rent and potential future privacy turned down a rules which could impact their $3 billion offer businesses. from Facebook and has been Few Turkish companies and called the worst nightmare in only a minority of international history for school teachers has companies, however, have privacy hired its first in-house lawyer. policies customized for Turkish The company tapped Hogan privacy rules. Many international Lovells Washington D.C. Partner companies simply use their ex- Christopher Handman as its new isting internal policies, often pre- general counsel on the same day pared on the basis of foreign law, it announced new messaging and which may result in inadvertent video features, May 1. violations of Turkish law. Founded in 2011, Snapchat To ensure compliance, both local allows users to send photos and foreign companies should, and videos that disappear a few therefore, consider revising or im- seconds later. The decision to plementing data protection prac- bring in a general counsel comes tices and policies consistent with months after the company was both the existing Turkish law and hacked and the personal data the upcoming Draft Code. of 4.6 million Snapchat users, including usernames and phone ■ Hakki Can Yildiz numbers, were leaked on New Hakki Can Yildiz is a senior associate at Esin Years eve. Snapchat is popular 38 Attorney Partnership. GC GRAPEVINE www.gcgrapevine.com 41

In-house moves

what it refers to as its ‘legal com- as senior legal counsel, becoming replaces Tom Bogart, who will be In-house moves munity’: a 12-strong collabora- deputy general counsel in Febru- retiring after 16 years with the tive law firm panel. King & Wood ary 2013. company. for the ability of young people Mallesons SJ Berwin and TLT Bushnell, meanwhile, joined to send sexually related images were awarded a first-time spot Ladbrokes as head of secretar- Alterra Power taps without fear that the photos will while Addleshaw Goddard, Bond iat in January 2014, and has a Shannon Webber as GC be saved. Dickinson, CMS Cameron McKen- longstanding career in company That situation has created con- na, Croner, Dentons, DWF, Wragge secretary roles, working for com- Vancouver-based Alterra Pow- cern about class action litigation. Lawrence Graham, Linklaters, panies including Greene King and er Corp., which specializes in Handman is a highly regarded Shepherd and Wedderburn and LBG. alternative energy, has selected appellate lawyer who joined leg- Winckworth Sherwood remained There have been further leader- Shannon Webber as the compa- acy Hogan & Hartson in 2000. Ho- on the team. ship changes at Ladbrokes, where ny’s new general counsel. Webber gan Lovells confirmed Handman’s Firms that were not reappoint- GC and company secretary Jon- previously worked with Alterra as departure to The Lawyer. ed, having been awarded a place athan Adelman has left, with his outside counsel with Borden Lad- when Sainsbury’s last overhauled role split between Annabel Ban- ner Gervais, where she focused on Flybe announces new GC its panel in 2011, include Simkins nerman, who takes over as GC, and securities, finance, M&A and proj- Annelie Carver Solicitors and Charles Russell, Adrian Bushnell, who assumes the ect-related matters for power and although a spokesperson for company secretary role. mining companies. Annelie Carver is the new Sainsbury’s said it would continue Bannerman was a senior asso- general counsel and company to work with Charles Russell on ‘a ciate at SJ Berwin until August Enanta Pharmaceuticals, secretary for Flybe after it was bespoke basis’. 2010, when she joined Ladbrokes Inc. names Nathaniel S. announced that current legal chief The process was run by Clare as senior legal counsel, becoming Chris Simpson is stepping down. Russell and Paul Jenkinson from deputy general counsel in Febru- Gardiner GC Carver is currently a partner at the Sainsbury’s in-house team, in ary 2013. Biotechnology company Enanta Michelmores Solicitors and has partnership with Phil Sykes from Bushnell, meanwhile, joined Pharmaceuticals, Inc. has named over 12 years of experience advis- its procurement team. Ladbrokes as head of secretar- Nathaniel S. Gardiner as general ing listed and unlisted clients on iat in January 2014, and has a counsel and senior vice president. commercial, company and con- Jolly takes over as GC at At longstanding career in company Gardiner has worked with the tractual matters. Lloyds Banking Group secretary roles, working for com- company as outside counsel be- She has been partner at Michel- panies including Greene King and fore, and spent 25 years as a cor- mores since 2012 and is also head At Lloyds Banking Group, Jo- LBG. porate and securities law partner of the firm’s leisure and tourism anne Jolly took over as GC and with Palmer & Dodge, which later

group. PHOTO COURTESY SAINSBURY'S company secretary for of the AFLAC names Audrey became Edwards Wildman Palmer Carver will join Flybe once she XVSHA VHSA CHSA CHSA csgak cgsjagc jsachksah k insurance group from Catriona Boone Tillman to head of following a merger. Since 2008, has agreed a departure date from Herd, who has become regulatory legal Gardiner has co-chaired the firm’s Michelmores and will report Keith Ford leaves HSBC and conduct risk director for the Life Sciences Group. directly to chief executive Saad for Nationwide In January the review conclud- insurance group. Jolly comes from Aflac Incorporated, the largest Hammad. ed that the firms to be hired would RSM Tenon, which she joined in provider of supplemental insur- Unilife names veteran Flybe announced April 25 that HSBC’s European general coun- be Linklaters and Addleshaw God- 2012. RSM Tenon was acquired ance in the United States and John Ryan to the role of the company secretary role would sel Keith Ford has been appointed dard. last year by Baker Tilly. Between well known for its famous duck senior vice president, be filled by Andrew Knuckey until as the new Legal chief for Na- Burges Salmon, Nabarro and 2010 and 2012 Jolly was GC of Avi- commercials, has named Audrey Carver joins. tionwide replacing Liz Kelly, who Olswang were all dropped, having va Group. Prior to that she was a Boone Tillman as head of legal. general counsel and Carver’s predecessor, Simpson, announced last fall that she is been appointed to the inaugural reinsurance and international risk Tillman has been with Aflac since secretary within the had been in the role for eight leaving in order to pursue outside panel in 2009, while there were partner at Barlow Lyde & Gilbert, 1996, having previously served as company years before departing earlier this interests and spend more time re-appointments for Allen & Overy which merged with Clyde & Co in executive vice president of cor- year. with her family. and Eversheds. 2011. porate services; senior vice presi- Another biotech company, The move is part of a number of Ford is starting his new role in Having previously worked at dent, director of human resources, Unilife Corporation, which spe- changes in senior management. the compliance leadership team Sidley Austin and Clifford Chance Ladbroke makes in-house and other roles. cializes in differentiated inject- Andrew McConnell started with in July, which incorporates the as a junior lawyer, Kelly joined leadership changes able drug delivery systems, has the company in April as director legal function. He has extensive the building society as a senior Sun Life Financial Inc. announced that John Ryan will of communications and public experience in retail, wealth man- solicitor before taking the GC role There have been further leader- names Melissa Kennedy assume the roles of senior vice affairs. His background is in the agement and commercial divi- in 2009. Kelly was appointed Divi- ship changes at Ladbrokes, where as GC president, general counsel and travel industry as well as corpo- sions and previously led the legal sional Director for Legal and Com- GC and company secretary Jon- secretary within the company. rate and public affairs for compa- team at HSBC’s UK retail banking pliance in 2011. athan Adelman has left, with his Sun Life Financial Inc. has Ryan has previously served as nies such as Gatwick Express and arm. role split between Annabel Ban- named Melissa Kennedy as the senior vice president and deputy Heathrow Express. Kelly, meanwhile, left the role in Sainsbury’s reshuffles its nerman, who takes over as GC, and company’s general counsel and GC during his eight year stint at Last week Flybe announced it recent weeks, having assisted in law firms Adrian Bushnell, who assumes the executive vice president begin- Aramark Corporation. Most re- is to launch domestic and inter- finding her own replacement after company secretary role. ning June 16. Formerly the GC of cently, he served as a partner for national flights from London City pulling together a slimmed down Sainsbury, the UK’s second-larg- Bannerman was a senior asso- the Ontario Teachers’ Pension Duane Morris. Airport beginning in October. legal adviser review, in a process est chain of supermarkets, has ciate at SJ Berwin until August Plan, one of the largest institu- that concluded Jan 31. completed the third review of 2010, when she joined Ladbrokes tional investors in Canada, she ■ GC GRAPEVINE MAGAZINE STAFF GC GRAPEVINE www.gcgrapevine.com 43

practice, he is experienced in M&A, estate, corporate and commercial Berlin-based partner in the invest- private equity and joint ventures. transactions. He is also an expert ment management practice. Fock in guiding mergers & acquisitions, joins K&L Gates from King & Wood Germany joint ventures and venture capital Mallesons SJ Berwin LLP, where Law firm appointments Skadden Arps Slate Meagher initiatives. Windemuth is a partner he served as head of the financial & Flom boosted its litigation and in the firm’s Moscow and Berlin markets team and a member of the UK alliances, venture capital, startups, arbitration practice in Frankfurt offices. He specializes in M&A, real German management group. Fock Baker & McKenzie enhanced its cial Markets and Real Estate areas private equity transactions and with the hire of senior lawyer Anke estate and financing transactions. concentrates his practice on the dispute resolution practice group May 16. Marcelo Cosac will focus strategic investments, corporate Sessler May 14. Sessler was Chief Homeister specializes in multina- structuring of investment wealth with the hire of Senior Litigator on corporate debt, structured debt, governance and general corporate Litigation Counsel at Siemens and tional real estate, corporate and fi- and comparable asset pools of vari- Nadia Banno as of counsel May 22. investment funds and financing counseling. before joining Siemens as a partner nancing transactions, in particular ous classes and their investment. Banno joins from the BBC where products. at Clifford Chance. She is an expe- relating to the Russian Federation Norton Rose Fulbright strength- she was head of litigation. She has Vella Pugliese announced the South Africa rienced arbitrator and has served and the CIS. Wieduwilt is counsel in ened its Frankfurt Banking and extensive experience in leading arrival of former government infra- Norton Rose Fulbright an- on various arbitration-related insti- the Frankfurt office. Sabine is a real Finance practice with a new part- and managing disputes and inves- structure head in Brazil. Luis Felipe nounced two new appointments tutions. estate lawyer. ner hire on April 29. Anthony Mor- tigations in the UK and interna- Valerim Pinheiro joined May 2. May 12. Thato Seroto and Mark Watson, Farley & Williams Hengeler Mueller appointed new ton joined the Frankfurt office as tionally. Griffiths have joined the South announces the promotion of 13 managing partners. The partners at a partner at the beginning of May. Allen & Overy announced the Mexico African practice as directors. Se- Lawyers to partner May 6. The ap- Hengeler Mueller have elected Dirk His practice focuses on acquisition, addition of leading English Finance Haynes and Boone hiresd energy roto re-joins as a director in their pointments, in eight of the firm’s 13 Bliesener and Georg Seyfarth as project infrastructure, transport lawyer and CEE/CIS/SEE attorney finance Lawyer, Carlos Canales May commercial team and will focus on offices across six different practice managing partners effective July and export finance, syndicated Attila Csongrady as counsel May 12. Canales is a veteran in oil and mergers and acquisitions, banking areas took affect in May. Christine 1. Seyfarth specializes in corporate lending, restructurings and general 26. Csongrady advises commercial gas law, including practicing with and finance transactions, black Bader, Stefan Hoffmann and Alex- law/M&A. Bliesener mainly advises banking matters. He has advised and investment banks, private eq- Shell Mexico and Iberdrola Inge- economic empowerment deals and andra Michalopoulos are promoted on banking, finance and capital both lenders and borrowers (in- uity houses, sponsors and compa- nieria y Construcción and other exchange control matters. Griffiths in the Hamburg office. Bader spe- markets. cluding sponsors) on a large num- nies on a range of financing trans- prestigious energy law firms. He joins as a director in Nthe firm’s cialises in EU and German compe- King & Wood Mallesons SJ Ber- ber of German, European and other actions, project finance, real estate will serve as counsel in the firm’s antitrust and competition team. He tition law, including merger control win announced the appointment cross-border leveraged transac- finance, trade and export finance, finance section. will focus on the team’s regulatory and related filings, and public law of a new competition partner in its tions as well as acting on a number securitization and other structured and Africa practice. for regulated industries, especially Frankfurt office. Martin Bechtold’s of landmark project financings. finance products, debt restruc- Russia Norton Rose Fulbright an- the energy sector. Her practice also experience covers the core aspects turing and debt capital markets Dentons expanded its Russian nounced a new chairman in South includes public procurement and of German and EU competition law Turkey transactions. His practice focuses tax and customs law practice with Africa, Sbu Gule, will also serve as state aid. Hoffmann specialises including cartel and dominance Moroglu Arseven announced the predominantly on the CEE, CIS and hire of Inna Elisanova May 14. Eli- Global Chairman, effective May 1. in M&A and complex project de- cases, antitrust litigation as well appointment of Bora İkiler to join SEE regions. sanova joins as a senior associate Gule is an employment and labor velopments, acting for developers, as general competition counseling, the firm as counsel, effective May Eversheds appointed a new HR in the tax and customs law prac- partner and is based in Johannes- investors and banks in domestic as advisory and compliance work. He 5. Ikiler will lead the firm’s com- director, Moira Slape, May 27. Slape tice. She specializes in customs burg. well as international transactions has advised on numerous merg- petition law practice area. He is joins Eversheds from White & Case law, foreign economic activities in the energy and real estate sector. er control cases in Germany and experienced in supporting Turkish where she was the Director of HR and logistics. Austria He also has diverse experience in before the European Commission and international clients to struc- across Europe, Middle East and Hogan Lovells expanded its Glob- Schoenherr welcomed dispute industrial construction and engi- including several high profile sec- ture and implement corporate and Africa. In her new role she will be al Infrastructure and Energy prac- resolution lawyer Anne-Karin Grill neering projects as well as dispute ond phase investigations. commercial transactions and deals, responsible for people strategy, tice with a partner hire in Moscow as counsel May 7. Grill will apply resolution, including arbitration. King & Wood Mallesons also with a particular focus on competi- covering talent, reward and em- May 15. Alexander Dolgov joined her expertise in international pro- Michalopoulos regularly advises announced 26 global partner pro- tion law. ployer brand as well as global inte- with a team of three others: asso- cedural law, arbitration law and international banks on bilateral motions. The promotions have gration across the firm’s offices. ciates Konstantin Makarevich and alternative dispute resolution as a and syndicated lending, in particu- been made across the firm with France Fedor Kovatev, and trainee Grigory member of Schoenherr’s dispute lar in the shipping market, and has 10 partner promotions in China, Dentons announced May 5 the Poland Fedorov. Dolgov joins the Moscow resolution practice group. Her ac- extensive experience in advising seven in Australia, and nine across strengthening of its real estate Squire Sanders strengthened its office fromG ide Loyrette Nouel tivities will focus on commercial lenders on the restructuring of Europe and the Middle East. Martin group across Europe with the ad- private equity and venture capital in Moscow. He focuses on pub- arbitration and complex multi-ju- their loans. Brockhausen and Axel Walz were dition of three new partners, four team with appointment of new of lic-private partnerships and project risdictional disputes. As part of a round of hires by welcomed to the Munich office. counsel and six associates in the counsel, Michał Karwacki May 23. finance in the infrastructure and Dentons, Oren Harpaz, Nir Assido, Brockhausen focuses primarily first quarter of 2014. Dentons hired Karwacki has years of transaction- energy sectors. Czech Republic Philipp Windemuth and Joachim on the formation of private equity Partner Alexandre Poupard in the al experience, with a special focus Dentons welcomed Olga Sandler Clifford Chance announced Homeister were welcomed to the and venture capital funds, as well Paris office. He concentrates on on the private equity and venture as counsel in the New York and that Alex Cook was named the Germany offices. The Frankfurt real as funds of funds, and has also a M&A transactions with a particular capital sectors and will lead the Moscow offices. She has exten- new managing partner of Clifford estate practice also welcomed the particular focus on the private eq- focus on real estate projects and firm’s practice in those areas in the sive experience representing U.S,, Chance’s Prague office, effective arrival of Sabine Wieduwilt. Harpaz uity real estate funds sector. Walz joint ventures. He has significant Warsaw office. He will manage and Russian and other foreign com- May 1. Cook takes over from Fi- as a partner in the Frankfurt and advises on all areas of IP law in experience in advising domestic advise on all aspects and stages of panies in complex domestic and nance Partner Vlad Petrus, who, in Warsaw offices. He has extensive various industries, on unfair trade and international commercial private equity and venture capital cross-border transactions in the addition to his existing banking, experience in project finance and practices, competition law and con- real estate and corporate clients transactions. United States, Europe (including capital markets and insolvency real estate transactions, includ- tract law, with a particular focus on on acquisitions and sales of listed Russia), Asia and Latin America. practice, will now also focus on ing cross-border and syndicated patent litigation. and unlisted companies, leveraged Brazil Her practice has focused on merg- building the office’s growing litiga- projects. Assido is counsel at the K&L Gates strengthened its buyouts and issues arising out of Madrona Hong Mazzuco - Socie- ers and acquisitions and financing tion and dispute resolution depart- Frankfurt / Warsaw offices. His key German practice with addition cross-border transactions. dade de Advogados welcomed a transactions, including restruc- ment. An English qualified lawyer experience includes international of an investment management new partner in the Capital/Finan- turings, joint ventures, strategic and head of the office’s corporate project finance, international real partner May 5. Till Fock will be a ■ GC GRAPEVINE MAGAZINE STAFF 42 GC GRAPEVINE www.gcgrapevine.com 45

transportation, technology and around the world.” we are doing it again, by bringing telecommunications.” Ed Newberry, Managing Part- together our rich experience with “Today marks an important day ner of Patton Boggs, echoed the one of the world’s most expansive in the history of our firm,” said Jim sentiment. “Squire Sanders is practice and geographic foot- Maiwurm, Chair and Global CEO recognized as a one of the indus- prints.” Mergers of Squire Sanders. “Patton Boggs try’s leading global law firms with Squire Sanders Chairman-Elect is the premier public policy firm practice and industry expertise in Mark Ruehlmann, will become in the world, and this combina- key financial markets spanning Chair and Global CEO on January tion establishes us as the ‘go-to’ the Americas, Europe, Asia-Pa- 1, 2015, when Jim Maiwurm’s term firm for public policy work. We cific and the Middle East,” “The expires. also gain a leading position in the platform and collective expertise Ruehlmann said the goal is to Middle East and several new loca- created through this combination create a platform that allows the tions in the United States, while provide considerable opportu- firm’s lawyers to serve their cli- deepening our bench in a number nities to access new markets, ents no matter where in the world of important practices areas, all engage clients in new ways and their business needs take them. of which strengthen our service attract and retain top talent. I “We have made great strides in platform.” couldn’t be more excited for the this regard, and the completion He added: “Through our discus- future of our firm.” of this merger marks another sions we have gained a great deal “Since the time Patton Boggs significant milestone that will of respect for the partnership and was founded over 50 years ago we position us to become even more culture of Patton Boggs. We are set out to create an innovative firm competitive in an increasingly very pleased to combine leading that brings legal expertise and global marketplace where clients global and public policy firms lobbying know-how to govern- require specialized expertise,” with diverse and strong practices ment and business leaders around Ruehlmann and client bases, strong regional the world. That firm evolved into positions and international ori- an industry game-changer,” said ■ kevin Livingston entations. Together we will be Thomas Hale Boggs, Jr., chairman Editor-in-Chief, GC Grapevine Magazine uniquely positioned to respond of Patton Boggs. “Through our Kevin can be reached at kevin.livingston@ Squire Sanders and gcgrapevine.com to the needs of business clients combination with Squire Sanders Patton Boggs tie the knot

Merger creates a 1,600 lawyer firm with 45 offices in 21 countries around the world

n one of the more anticipated tie- yer 2013 Global 100. The firm will also ups this year, Squire Sanders and rank as one of the top 10 largest firms Patton Boggs effectively tied the in Washington D.C. with approximately knot yesterday in a merger that 280 lawyers and will have roughly 785 will bring together 1,600 lawyers lawyers n the United States. Iin 45 offices in 21 countries around the According to a firm statement: “The kevin Livingston world. merger of Squire Sanders and Patton Editor-in-Chief, GC Operating under the name Squire Boggs will result in a broader and Grapevine Magazine Patton Boggs, the combined firm brings deeper client offering, with comple- Kevin can be reached together Squire Sanders’ top ranked mentary practice areas and industry at kevin.livingston@ global legal platform and Patton Boggs’ expertise that create a catalyst for in- gcgrapevine.com preeminent public policy, white collar creased growth. The firm will be char- and other practices to provide clients acterized by leading practice groups in with “unparalleled geographic reach, areas such as corporate, complex liti- breadth and depth of practice capa- gation, investigations and white collar bilities and unmatched knowledge in defense, intellectual property, public matters where law, government and policy, regulatory, capital markets, business intersect,” according to a firm labor & employment, restructuring statement. The merger was approved and insolvency, real estate, sovereign May 23. representation, tax, and public and The merger places the new firm infrastructure finance. The combined among the top 25 firms globally in firm will offer leading industry expe- terms of lawyer headcount, and eighth rience in sectors including banking by number of countries where they and financial services, energy, utilities, 44 have offices, as per The American Law- insurance, life sciences, healthcare, GC GRAPEVINE www.gcgrapevine.com 47

perience includes advising a global business services and management solutions company on the acquisi- tion of a credit rating agency and its associated data services business in Turkey, as well as a U.S.-based Big deals client in relation to the acquisition of a minority stake in Borsa Istanbul. Initially established as Bender Portföy Yönetimi A.Ş. in 2003, Arma Portföy Yönetimi A.Ş. is a portfolio man- agement company specializing in the provision of qualified portfolio and wealth management services to corporate investors. As part of its new strategy, Arma Portföy Yönetimi A.Ş. will also start providing portfolio and wealth management services to individuals. The acquisition of Arma Portfolio is a strategic move in an industry expected to grow exponentially in the next 10 years. In an interview, Kotan noted that Arma Portfolio is already well known in the fund manage- ment industry due to its strong infrastructure and www.siemens.com/press deep sector roots. He further commented that Arma Siemens will deliver 150 wind turbines with a capacity of 4 megawatts each Portfolio is looking forward to partnering with Rhea for the Dutch offshore wind power plant Gemini in the North Sea. Portfolio on common points of interest and strategic issues. East and Africa Focus Group head Mina Arai-Ito add- Nafiz Kerim Kotan will continue to focus on his cur- ed. rent M&A activities and will act as financial investor Founded in 1858, Marubeni Corporation is one of the and Vice Chairman of the Board in the newly acquired largest trading companies in Japan, with a presence franchise. in 65 countries through its overseas branches and Esin Attorney Partnership advises the sale of 18 well-known hospitals, three medical subsidiaries. Marubeni currently operates the busi- centers and four laboratories,” Istanbul M&A Partner Baker & McKenize and Esin ness of distributing Komatsu construction equipment Carlyle Group on massive Medical Aslı Yiğit said. in the UK, Philippines, Vietnam, Russia and Mexi- Park deal Medical Park is a leader in Turkey’s healthcare Attorney Partnership advise co. Together with the credibility of Sabancı Group, sector and one of the country’s largest healthcare Marubeni on the acquisition of Marubeni will leverage its experience and knowledge In what is being described as perhaps the largest groups, employing over 10,000 people. With hospitals a 49 percent stake in Turkish in this business field to further strengthen and expand M&A deal in Turkey this year, a team of lawyers from located in several Turkish provinces, Medical Park has Temsa İş Makinaları’s construction equipment distri- Esin Attorney Partnership, a member firm of Baker & increased access to quality healthcare in Turkey and distributor of construction bution business. McKenzie International and Baker & McKenzie, ad- greatly contributed to elevating Turkey’s healthcare equipment Temsa İş Makinaları is a subsidiary of the Sabancı vised The Carlyle Group on an investment exit that standards, according to th firm’s press release. Group, one of Turkey’s leading industrial and financial will rank as one of Turkey’s largest. Founded by current Chairman of the Board Muhar- Baker & McKenzie (Gaikokuho Joint Enterprise) in conglomerates. The firm advised The Carlyle Group on the sale rem Usta in 1995, Medical Park’s presence in Turkey Tokyo and Esin Attorney Partnership (Istanbul), the of 40 percent of the issued share capital of Medical quickly grew with the initial stake sale to the Sancak Turkish member firm of Baker & McKenzie Interna- Allen & Overy closes largest-ever Park Sağlık Hizmetleri A.Ş to Turkven Private Equity. family in 2006. tional, have advised Japan-based Marubeni Corpora- Shareholders Sancak Group and Usta Group also sold The Carlyle Group is a United States-based global tion on the acquisition of a 49 percent stake in Temsa European offshore wind Financing a percentage of their shares, resulting in a majority alternative asset management firm specializing in İş Makinaları İmalat Pazarlama ve Satış A.Ş. (Temsa With a total value of EUR 2,8 billion, the largest-ever stake sale. private equity. With 1,450 professionals in 34 offices İş Makinaları), a Turkish distributor of Komatsu con- European offshore wind financing (Project Gemini) The deal was signed in late December and closed around the world, Carlyle is one of the world’s largest struction equipment, from TEMSA GLOBAL Sanayi ve reached financial close on May 15 in the office of Allen May 7. In 2009, the firm advised the promoters of investment firms. Carlyle MENA was established in Ticaret A.Ş. (TEMSA GLOBAL). The deal was signed on & Overy in Amsterdam. Medical Park on the sale of 40 percent of their shares 2007 to make investments in Turkey, North Africa, the March 5 and closed April 28. With a capacity of 600 megawatts, this offshore to The Carlyle Group’s MENA Fund. Since the invest- Cooperation Council for the Arab States of the Gulf and The multi-jurisdictional Baker & McKenzie team wind farm will be one of the biggest in the world. The ment, The Carlyle Group has worked with the man- the Northern Mediterranean regions. was led by Istanbul-based M&A partners Ismail Esin produced renewable energy will be enough to meet agement and other investment partners to double the Esin Attorney Partnership advises Nafiz Kerim and Aslı Yiğit, Of Counsel Mina Arai-Ito (Tokyo) and the needs of 785.000 households and will reduce CO2 turnover and increase the number of hospitals from 13 Kotan and Murat Zorlu on the acquisition of Arma supported by associates Sıtkı Can Tulay (Istanbul), emissions in the Netherlands significantly, the firm to 18. Portfolio Beelian Tay (Tokyo), Seiji Tomimoto (Tokyo) and Masa- announced. A cross-border team of lawyers from Esin Attorney Esin Attorney Partnership, a member firm of Baker & hiro Inaba (Tokyo). Over 22 parties were involved in the project, in- Partnership, Baker & McKenzie’s Turkish member firm McKenzie International, has advised Nafiz Kerim Ko- “This acquisition marks an important step in the cluding 12 commercial creditors, four public financial and Baker & McKenzie’s London office advised on the tan and Murat Zorlu on the acquisition of 99 percent of partnership between Marubeni and Temsa İş Mak- institutions, one pension fund and an equity consor- recent transaction. the share capital of Arma Portföy Yönetimi A.Ş. (Arma inaları. With the contribution of Marubeni, Temsa tium. Gemini is owned by a consortium consisting Leading the team was managing partner Ismail Esin Portfolio) from Ahmet Dedehayır and Rhea Portföy İş Makinaları will strengthen its leading position in of Northland Power Inc. (60%), Siemens Financial (Istanbul), M&A partner Aslı Yiğit (Istanbul) and Global (Rhea Portfolio). Turkey,” said Istanbul-based M&A partner Aslı Yiğit in Services (20%), Van Oord Dredging (10%) and Marine Head of Private Equity Simon Hughes (London). Sup- Istanbul-based Banking & Finance and M&A Partner a press release. Contractors BV and N.V. HVC (10%). porting lawyers included David Scott (London), Mine Muhsin Keskin advised on the transaction. “Turkey is becoming an increasingly important and Güner, Eren Üçlertoprağı, Sıtkı Can Tulay, Güven Ma- “Due to the tax and legal advantages introduced last popular investment destination for Japanese inves- Financing viş, Orçun Solak and Binnaz Topaloğlu (Istanbul). year, we’ve seen an increase in the portfolio manage- tors, mainly for its strong domestic market and its po- Allen & Overy acted for the lenders consortium “Not only is The Carlyle Group deal expected to be ment business, and we expect this trend to continue,” sition as a hub for the wider region. Marubeni’s acqui- with parties from North America, Asia and Europe, one of the largest M&A deals in Turkey this year, it is Muhsin Keskin said. sition is a symbolic deal which will further strengthen including ABN AMRO Bank N.V., The Bank Of To- 46 a milestone for the healthcare sector since it involves The firm’s other recent financial institution M&A ex- ties between Turkey and Japan,” Tokyo-based Middle kyo-Mitsubishi UFJ, Ltd., BNP Paribas, Bank Of Mon- GC GRAPEVINE www.gcgrapevine.com 49

Company Limited (PTTEP) on its $1 billion acqui- vise PTTEP on the establishment of a joint venture sition of oil and gas assets in Thailand from New with Indonesian state-owned oil and gas company York-based Hess Corporation (Hess). PT Pertamina for the purpose of acquiring Hess The transaction sees PTTEP acquiring 100 percent Corp.’s Natuna Sea A offshore oil and gas asset in treal, London Branch, Caixabank, S.A., CIBC World North wind farm located in Dobrogea, Romania. of the shares in Hess Thailand Holdings II Limited Indonesia for $650 million. Markets Plc, Deutsche Bank AG, Export Development RTPR Allen & Overy advised the European Bank (HTH), which in turn owns Hess (Thailand) Limited McDonald commented: “We are delighted to have Canada, Natixis, Banco Santander S.A., N.V. Bank for Reconstruction and Development (EBRD) and (HTL) and 100 percent of the shares in Hess Explo- been able to assist PTTEP on yet another of its ma- Nederlandse Gemeenten, Sumitomo Mitsui Banking Black Sea Trade and Development Bank (BSTDB) in ration (Thailand) Co., Ltd (HETCL). The acquisition, jor strategic acquisitions. These transactions for Corporation, the European Investment Bank, Euler connection with the EUR 30 million project financ- which was paid for in cash, gives PTTEP a further 15 PTTEP in Thailand and Indonesia have allowed us Hermes, Delcredere | Ducroire and Eksport Kredit ing extended to six Romanian subsidiaries of EDP percent stake in an offshore natural gas project in to demonstrate the strength and depth of our energy Fonden. Approximately 70 percent of the project’s Renováveis (EDPR), a global leader in the renewable the Gulf of Thailand and a further 35 percent stake practice across Asia and also the world-class deal required financing has been provided via EUR 2 energy sector, to finance the construction and oper- in an onshore gas field in the northeast of the coun- execution capabilities of our on the ground corpo- billion of “non-recourse” senior secured construc- ation of six solar photovoltaic (PV) parks totaling 50 try. The transaction also sees PTTEP taking over rate team in Seoul.” tion and term debt financing from 12 international MW in the southern Romanian region of Oltenia. operatorship of the onshore gas field. PTTEP’s latest venture adds to its strong portfolio commercial creditors, three export credit agencies RTPR Allen & Overy advised a major Romanian The acquisition of HTH closed on April 22, 2014 of over 40 petroleum exploration and production and the European Investment Bank. This type of fi- bank regarding the change of the ownership and while the acquisition of HETCL is expected to close projects globally. Herbert Smith Freehills has ad- nancing requires a strong project contract structure other structural amendments in relation to the EUR in May. vised on a number of these business ventures, in- and entails a comprehensive due diligence process. 50 million secured facilities granted for the purpos- The Herbert Smith Freehills team was led by cluding its acquisition of a 40 percent stake in the Reflecting the strength of the project, the Gemini es of financing and/or refinancing the development Seoul Managing Partner Lewis McDonald with sup- Kai Kos Dehseh Oil Sands Project in Canada in 2011, senior financing was oversubscribed and attracted a of a residential project in Bucharest. port from a core Seoul-based team including associ- and the recent restructuring of this project. number of institutions that have not previously lent RTPR Allen & Overy advised Resource Partners on ate Tom Marshall. Lawyers McDonald and Marshall Walkers advised PTTEP on Caymans law aspects to the offshore wind sector. the acquisition of 71 percent in World Class Roma- were supported by Thai lawyers in the firm’s Bang- of the transaction nia. kok office as well as the wider Asia energy team and Hess Corp. was advised by Freshfields Bruckhaus The team specialists from across the firm’s network. Deringer, with Maples and Calder advising them on The Allen & Overy team was lead by partner Poland In December, McDonald also led a team of Asia- Caymans law and Weerawong, Chinnavat & Peang- Werner Runge, Head of the Energy practice in the Allen & Overy advised on the financing of up- based Herbert Smith Freehills lawyers including panor advising on Thailand law. Netherlands, and counsel Frédérique Jacobse. Other grades to power units 1 through 4 at the Pątnów senior associate Paul Tempone in Hong Kong to ad- team members were Jochem Spaans, Niels Mole- Power Plant I and the refinancing of Zespół Elek- naar, Marinus Winters, Kathelijn Noordzij, Willem trowni Pątnów-Adamów-Konin S.A.’s existing in- van der Vossen, IJsbrand de Jong and Marjolein debtedness Pichel from our Projects, Banking and Regulated Allen & Overy advised mBank S.A., PKO Bank Markets practices. Werner Runge: “The volume and Polski S.A., Bank Pekao S.A., Bank Millennium S.A. complexity of this project underlines the challenges and Bank Gospodarstwa Krajowego on the financ- and opportunities in the offshore wind sector. We ing of upgrades to power units 1 through 4 at the are excited that our Projects team was involved in Pątnów Power Plant I and the refinancing of Zespół this largest-ever European offshore wind financing, Elektrowni Pątnów-Adamów-Konin S.A.’s exist- another ‘first’ in the Dutch market. Our integrated ing indebtedness incurred for the construction of team operated cross practice, with an eye for all the flue gas desulphurisation plant at the Pątnów relevant issues. The successful financial close of Power Plant owned by Zespół Elektrowni Pąt- this project acknowledges our project finance expe- nów-Adamów-Konin S.A. The amount of facilities rience in the energy sector.” granted was nearly PLN 1,200,000,000. Allen & Overy’s team was led by Tomasz Kaw- More Allen & Overy deals by czyński, partner, supported by Kamil Jankielewicz, counsel, Agnieszka Lipska, senior associate, as well country as Justyna Stelmach and Katarzyna Gerlach, asso- Slovakia ciates. Allen & Overy advises the shareholders of Moneta Tomasz Kawczyński, a partner in Allen & Overy S on the sale of its flexible packaging business to Warsaw’s Banking department, said: “This financing Schur Flexibles, an Austrian packaging producer for supports one of the few projects in the conventional the food, tobacco, and healthcare industries. power sector in recent years. At the same time, it Allen & Overy advises HB Reavis on the sale of shows that the Polish banking sector is ready to three buildings of the office project City Business support important investments in the Polish energy Center III, IV and V in Bratislava to Real Estate sector. We hope this project will pave the way for FundTB managed by Tatra Asset Management. further projects in this strategic area. We are proud to have once again advised ZE PAK S.A. in such a Romania prestigious transaction.” RTPR Allen & Overy advised the European Bank for Reconstruction and Development (EBRD), Erste Herbert Smith Freehills advises Group Bank, Banca Comerciala Romana (BCR) and Eksport Kredit Fonden (EKF) in connection with the PTTEP on $1 billion acquisition EUR 125 million project financing extended to Cru- of oil and gas assets in Thailand. cea Wind Farm, the Romanian subsidiary of STEAG, a leading German power producer, to finance the Herbert Smith Freehills has advised Thailand 48 construction and operation of the 108 MW Crucea state-owned PTT Exploration and Production Public GC GRAPEVINE www.gcgrapevine.com 51

homes. The Group is listed on the Euronext in Paris er healthcare business and GSK acquiring Novartis’ and comprises more than 520 homes with more than global Vaccines business (excluding influenza vac- 50,000 beds in different European countries. cines) for an initial cash consideration of $5.25 billion The Silver Care Group comprises more than 60 nurs- with subsequent potential milestone payments of up BNDES retained Siqueira Castro a definitive agreement with FinnvedenBulten AB to ing homes with approx. 6,000 beds. to $1.8 billion and ongoing royalties. Slaughter and acquire 100 percent of the shares of Finnveden Metal Hengeler Mueller advised Orpea S.A. in an inte- May is supporting GSK’s internal legal team as lead Advogados for a multi-billion Structures AB (FMS) of Gothenburg, Sweden. The ac- grated team with best friends law firm Bredin Prat adviser, with Hengeler Mueller advising GSK as part dollar “Bi-oceanic Corridor” project quisition, valued at SEK372.3m (approximately $56.6 on this transaction. The Hengeler Mueller team in- of an integrated team of lawyers from its international million), is expected to close at the end of June. cluded partners Albrecht Conrad (M&A) and Heinrich “Best Friends” network and from other leading law BNDES retained Siqueira Castro Advogados for a FMS manufactures products and components made Knepper (Financing) and counsel Katharina Wodarz firms. multi-billion dollar “Bi-Oceanic Corridor” project. of steel, aluminum and magnesium for the automotive (Health Care) as well as associates Anna Schulz, An- Siqueira Castro Advogados delivered the legal and sector and general industry. FMS generates nearly dré Schneider, Alexander Bekier, Deniz Dursun and Hengeler Mueller advises institutional part of the feasibility study to BNDES, $180 million in annual sales revenue and has approxi- Eckbert Müller. a study which was commissioned to the implemen- mately 800 employees. Fresenius on joint venture in tation of a Bi-oceanic Corridor that links ports in the Hengelo Mueller is advising Shiloh Industries as Hengeler Mueller advises Russia Atlantic and the Pacific Ocean of South America by lead counsel on the transaction in an integrated team railway network to allow easier and more competitive together with the law firms Vinge in Sweden and GlaxoSmithKline on its major Fresenius Kabi is entering into a joint venture with access of the products coming from Mercosur and SPCG in Poland. multiple-part interconditional CJSC Binnopharm, a pharmaceutical company ac- other countries in the region to the eastern market, The Hengeler Mueller team includes partners Joa- transaction with Novartis tive in Russia. The joint venture combines Fresenius which may enable the expansion of trade to major chim Rosengarten, Georg Frowein (both M&A/Corpo- Kabi’s Russian and CIS business. Fresenius Kabi will markets such as China and India. In addition, the ini- rate) and Alf-Henrik Bischke (Competition) as well as Hengeler Mueller is advising GlaxoSmithKline (GSK) hold a 51 percent stake in the new company. tiative will be an important inducer of development associates Thomas Lang, Stefan Hennrich (both M&A/ on German corporate and real estate aspects as well Binnopharm is a manufacturer and distributor for the region as it will expand the regional trade Corporate) and Marcel Nuys (Competition). as German employment and pensions aspects on two of I.V. drugs, infusion solutions and active pharma- integration and allow these countries an increase of parts of the major three-part interrelated transaction ceutical ingredients. Located near Moscow, Binno- competitiveness in the world market increasing its Harneys Cyprus wins for IFLR’s with Novartis announced April 22. pharm has two manufacturing facilities and more foreign trade. The two parts of the transaction include GSK and than 350 employees. 2013 sales were $104 million. The project foresees investments of $9 billion, High Yield Deal of The Year Novartis combining their respective consumer health- Binnopharm is a subsidiary of the Russian holding which is justified by the need to monitor economic Announcement: Harneys Cyprus has won an award care businesses to form a new world-leading consum- Sistema JSFC, one of the largest companies in the and geopolitical changes that are occurring in the for its role in the High Yield Deal of the Year cate- world, which leads to significant changes in interna- gory of IFLR’s 2014 European Awards. The firm was tional trade flows, since the central point of sea routes, involved in Emma Delta Finance’s noteworthy high which is nowadays the Atlantic Ocean, tends to shift yield offering in 2013. to the Pacific due to the growth of Chinese and Asian Harneys represented Jefferies International Limited nations. and Jefferies LLC, which acted as the sole manager Check in on GC Grapevine’s website for Siqueira Castro Advogados had to research the legal and placement agent respectively in regards to the of- daily news updates and responsive design regime of all countries involved in order to identify fering by Emma Delta Finance of its EUR 250 million, bottlenecks and to propose solutions to improve the 8.50 percent first-lien senior secured notes due 2017 for tablet and smart phone. flow of goods, allowing a more efficiently operation of and EUR 150 million 12 percent second-lien senior the corridor with the use of mechanisms of legal in- secured notes due 2017. www.gcgrapevine.com tegration and exemption. The study developed by the The Harneys Cyprus team was led by partners Nan- Brazilian law firm also includes an indication of sug- cy Erotocritou and Pavlos Aristodemou and included gestions of models to be adopted to enable the deploy- associate Demetris Nicolaou. Associates Styliani Con- ment of the nonexistent infrastructure, modernization stantinou and Alexia Shakou also provided assistance. of blocks already constructed and activity operation. The proceeds of the offering are to be used to fund The work has been led by partners Márcio Monteiro the privatization of a controlling stake of Hellenic Reis and Richard Edward Dotoli. Lawyers Fernando Football Prognostics Organization S.A. (“OPAP S.A.”) Villela de Andrade Vianna, Renato Otto Kloss, Marcello which Emma Delta Hellenic Holdings Limited has Cimino Faria and Paula Vergueiro have also partici- agreed to purchase from the government of Greece pated in the project. for approximately EUR 650 million. OPAP S.A. is the The study was developed in partnership with Ernst leading gaming company in Greece and the exclusive & Young, responsible for economic and financial eval- operator of all numerical lottery, sports and betting uation and with three engineering firms: Vetec, Enefer games in Greece excluding casinos and horse racing. e Trends; it will be officially presented to the diplo- The sale of the 33 percent of OPAP S.A. by the Greek matic delegations of all South American countries government constitutes the country’s first major pri- involved in diplomatic meeting to be held in Paraguay. vatization. Hengeler Mueller advises Shiloh Hengeler Mueller advises Orpea Industries on acquisition of S.A. on the acquisition of Silver Finnveden Metal Structures AB, Care Group from Chequers Capital Gothenburg, Sweden Orpea S.A. recently announced the acquisition of Shiloh Industries, Inc., a global supplier of light Silver Care Group from Chequers Capital. 50 weighting, noise and vibration solutions, has signed Orpea is a leading European operator of nursing GC GRAPEVINE www.gcgrapevine.com 53

transaction in an integrated team with Davis Polk & Erste Bank Group, Baader Bank, Erste Securities Pols- Wardwell (led by partner John Banes) advising on U.S. ka, Berenberg and Raiffeisen Centrobank. aspects of the offering. CHSH drafted the capital market prospectus for the listing of the BUWOG shares in Frankfurt, Vienna and CHSH advises on the IPO of Warsaw and advised on the issuance of the EUR 260 country. Zenitco Finance Management LLC owns a Carsten Schapmann and Nicolas Böhm (all M&A/ million convertible bond of BUWOG AG. Furthermore, minority stake. Corporate). BUWOG CHSH was also responsible for coordinating the stock Fresenius Kabi entered the Russian market in IMMOFINANZ AG is the first Austrian listed compa- exchange listing in Vienna, Frankfurt and Warsaw 1994, and currently sells infusion therapies, clinical Hengeler Mueller advises ny to perform a spin-off. Under the spin-off, it parted and advised IMMOFINANZ AG in connection with a nutrition and I.V. drugs in the country. In 2013, sales with 51 percent of its shares in BUWOG AG. IMMOF- bridging loan. in Russia were $73 million. LANXESS on capital increase INANZ shareholders automatically became BUWOG The team at CHSH was comprised of partners Volk- The joint venture is subject to approvals by the The Executive Board of LANXESS AG with the ap- shareholders, receiving one BUWOG share in their er Glas and Thomas Zivny and attorney Gernot Wil- antitrust authorities as well as the Russian Govern- proval of the Supervisory Board resolved to increase securities accounts for every 20 shares they held in fling. IMMOFINANZ AG was advised as to corporate ment Commission on Monitoring Foreign Invest- the capital stock of LANXESS AG by approximately 10 IMMOFINANZ. law by bpv Hügel, with Clifford Chance acting as inter- ments and is expected to close by year-end 2014. percent of the current capital stock, by issuing new no At the time of listing, the market capitalization of national advisor. The bank consortium was advised as Contractual details were not disclosed. par shares in the company and to exclude subscrip- BUWOG was just under EUR 1.4 billion. The spin-off to Austrian law by Binder Größwang, with Linklaters tion rights. The issue was successfully placed with was preceded by the acquisition of the residential real acting as international advisor. Hengeler Mueller advised Fresenius on tax mat- international institutional investors via an accelerated estate portfolio of BUWOG AG in Northern Germany ters regarding the joint venture. The Hengeler Muel- bookbuilding process without prospectus. LANXESS for EUR 928 million. This acquisition was partly fi- CHSH Cerha Hempel Spiegelfeld ler team included partner Ernst-Thomas Kraft (Tax) received total gross proceeds of around EUR 430 mil- nanced by the issuance of a EUR 260 million convert- and counsel Mathias Link as well as associate Stef- lion. ible bond of BUWOG AG. Hlawati advises Austria’s HERZ fen Hörner (both Tax). Hengeler Mueller advised LANXESS AG on the In total, 51 percent of the 99,613,479 shares in BU- group on acquiring shares of capital increase. The Hengeler Mueller team included WOG AG are now held in free float. BUWOG shares are HIRSCH Servo AG Hengeler Mueller advises Axel partners Wolfgang Groß (Capital Markets) and Carsten listed on the Frankfurt, Vienna and Warsaw stock ex- Schapmann (Corporate) as well as associate Thomas changes. The portfolio of BUWOG AG includes assets CHSH Cerha Hempel Spiegelfeld Hlawati has pro- Springer on sale of regional Meyer. worth in excess of EUR 3.5 billion. British investment vided comprehensive legal advice to the Austrian newspapers as well as TV bank Barclays acted as the lead financial advisor for HERZ group, which has operations worldwide, in program guides and women’s Hengeler Mueller advises banks the spin-off. The bank consortium also consisted of connection with the acquisition of the majority of the magazines on capital increase of Symrise AG Symrise AG has successfully placed 11.150.000 new At the end of April, the sale of Axel Springer SE’s shares from authorized capital with institutional in- regional newspapers as well as TV program guides vestors via an accelerated bookbuilding process. As a and women’s magazines to FUNKE MEDIENGRUPPE result of the transaction, the company receives gross (FMG) was completed. Previously, the Federal Cartel proceeds of around EUR 400 million, which shall be Office had granted approval for the transfer of pro- used as part of the refinancing of the bridge financing gram guides subject to certain conditions. To comply of the planned acquisition of the French Diana-Group. with these conditions, FMG has sold a number of J.P. Morgan Securities plc was mandated as Bookrun- its own program guides and some of the program ner in the placement and COMMERZBANK Aktienge- guides acquired from Axel Springer to Klambt Medi- sellschaft as co-Bookrunner. Rabobank International engruppe. and SEB act as Co-Manager. In July 2013, Axel Springer had entered into an Hengeler Mueller advised the banks on the capital agreement with FMG to sell its regional newspapers increase. The Hengeler Mueller team included part- Berliner Morgenpost and Hamburger Abendblatt as ners Wolfgang Groß and Achim Herfs (both Capital well as its TV program guides and women’s maga- Markets/Corporate) as well as associates Andreas zines to FMG for EUR 920 million and to create joint Stoll and Frederik Gärtner. ventures for distribution and marketing. Since May 1 Axel Springer and FMG are co-operating in the fields Hengeler Mueller advised of marketing and distribution on the basis of mutual service agreements. The creation of joint ventures in underwriters on capital increase of these areas will require the approval by the relevant Deutsche Bank AG merger control and antitrust authorities, which will shortly be applied for. Hengeler Mueller is advising the underwriters led Hengeler Mueller has comprehensively advised by UBS Limited (Sole Process Bank), Banco Santander, Axel Springer on this transaction. Following the S.A., Barclays Bank PLC, COMMERZBANK Aktienge- closing of the preliminary contract in July 2013, the sellschaft, Goldman Sachs International and J.P. Mor- Hengeler Mueller team was led by partners Christof gan Securities plc on the capital increase of Deutsche Jäckle and Karsten Schmidt-Hern (both M&A) and Bank AG expected to raise approximately EUR 6.3 included partners Nicolas Böhm, Jens Wenzel (both billion (approximately EUR 8 billion including a pre- Cooperations) and Carsten Schapmann (Spin-off) as ceding private placement). well as associates Vera Jungkind (Public Law), An- The Hengeler Mueller team is led by partner Tor- nika Clauss, Robert Kilian (both M&A), Anika Gilberg sten Busch and includes partner Alexander G. Rang and Thomas Meyer (both Spin-off). Until the closing (Banking and Capital Markets), counsel Mathias Link of the preliminary contract, the Hengeler Muel- (Tax) as well as associate Thomas Lang (Banking and 52 ler team was led by partners Andreas Austmann, Capital Markets). Hengeler Mueller is working on this GC GRAPEVINE www.gcgrapevine.com 55

shares in HIRSCH Servo AG. Esin Attorney Partnership has advised ING Group The HERZ group acquired approximately 62 per- on a total 12 matters in the past two years. Earlier this cent of the total share capital of and voting rights in year, Esin Attorney Partnership and the Paris office of HIRSCH Servo AG, both indirectly via Lifemotion SA, Baker & McKenzie advised ING Bank A.Ş. (ING Bank which was originally controlled by Dr. Matthias Calice, Turkey) on a $134 million and EUR 263.4 million dual and directly from Kurt Hirsch Holding GmbH. It has tranche dual-currency term loan agreement between therefore published a mandatory offer to acquire all of ING Bank A.Ş. and a syndicate of 23 major banks from the shares in HIRSCH Servo AG in accordance with the 11 countries. relevant provisions of the Austrian Takeover Act. ING Group is a global financial institution active in As a strong Austrian industrial partner and a stable banking, investments, life insurance and retirement core shareholder, the HERZ group intends to con- services. It has more than 75,000 employees serving tinue to support the management of HIRSCH Servo over 48 million private, corporate and institutional AG in implementing the restructuring measures the customers in 40 countries across Europe, North Amer- company has already embarked on, its growth strat- ica, Latin America, Asia and Australia. ING-DiBa AG, Diversity and egy and the investment projects that are necessary a subsidiary of ING Deutschland GmbH, operates as a in that regard. With 12 production sites throughout direct and retail bank in Germany. Europe, the HERZ group is the leading manufacturer Izmir is Turkey’s third most populous city with a of products used in facility management, as well as metropolitan population of 3.9 million. biomass boilers and heat pumps. In turn, HIRSCH Ser- Inclusion at CMS vo AG is the EPS specialist listed on the Vienna Stock CHSH Cerha Hempel Spiegelfeld Exchange (EPS stands for expandable polystyrene – better known under the brand names Styropor® and Hlawati advises Austria’s HERZ Porozell®), with production sites in Austria and in five group on acquiring shares of CMS Cameron McKenna is a member of CMS, an other countries. HIRSCH Servo AG The team at CHSH was led by Dr. Thomas Trettnak international full service law fi rm operating in 50 cities (Partner, Corporate/M&A) and also consisted of partner CHSH Cerha Hempel Spiegelfeld Hlawati has pro- Mag. Heinrich Foglar-Deinhardstein and associates vided comprehensive legal advice to the Austrian across 31 countries. Mag. Jakob Hartig, Mag. Franziska Mensdorff-Pouilly HERZ group, which has operations worldwide, in and Mag. Stephanie Sauer (all Corporate/M&A). connection with the acquisition of the majority of the As a fi rm we are committed to developing and supporting a diverse workplace shares in HIRSCH Servo AG. that is refl ective of the talents of society as a whole and that recognises high Baker & McKenzie advises ING on The HERZ group acquired approximately 62 per- cent of the total share capital of and voting rights in performers regardless of age, disability, gender, race/ethnicity, religion/belief, loan facility to Izmir Metropolitan HIRSCH Servo AG, both indirectly via Lifemotion SA, sexual identity and sexual orientation. Municipality which was originally controlled by Dr. Matthias Calice, and directly from Kurt Hirsch Holding GmbH. It has We are proud to support the European Women in Business Law Awards and Esin Attorney Partnership, a member firm of Baker therefore published a mandatory offer to acquire all of gender equality in the legal sector. & McKenzie International, and Baker & McKenzie’s the shares in HIRSCH Servo AG in accordance with the Frankfurt office advised ING on a covered term loan relevant provisions of the Austrian Takeover Act. facility to Izmir’s Metropolitan Municipality. As a strong Austrian industrial partner and a stable The Firm advised ING Bank, a branch of ING-DIBA AG, core shareholder, the HERZ group intends to con- in relation to a EUR 55 million. MIGA covered term tinue to support the management of HIRSCH Servo loan facility to the Izmir Metropolitan Municipality in AG in implementing the restructuring measures the relation to its payment obligations for the construc- company has already embarked on, its growth strat- tion of two urban tramway lines. The tramway lines egy and the investment projects that are necessary will be constructed in Karşıyaka and Konak, two of in that regard. With 12 production sites throughout Izmir’s largest districts. Europe, the HERZ group is the leading manufacturer A cross-border team of lawyers from Esin Attorney of products used in facility management, as well as Partnership, the Turkish member firm of Baker & McK- biomass boilers and heat pumps. In turn, HIRSCH Ser- enzie, and Baker & McKenzie’s Frankfurt office ad- vo AG is the EPS specialist listed on the Vienna Stock vised on the loan facility. Banking & Finance Partner Exchange (EPS stands for expandable polystyrene – Oliver Socher (Frankfurt), Banking & Finance Partner better known under the brand names Styropor® and Muhsin Keskin (Istanbul), Senior Counsel Anouschka Porozell®), with production sites in Austria and in five Zagorski (Frankfurt) and associates Mustafa Özkan other countries. Özdoğan and Berk Cin (Istanbul) advised ING.. The team at CHSH was led by Dr. Thomas Trettnak “We’ve been advising ING for two years in its ongo- (Partner, Corporate/M&A) and also consisted of partner ing relations with the Izmir Metropolitan Municipality. Mag. Heinrich Foglar-Deinhardstein and associates Last year, we started advised ING on financing for the Mag. Jakob Hartig, Mag. Franziska Mensdorff-Pouilly Izmir Metropolitan Municipality’s ferries, and now, its and Mag. Stephanie Sauer (all Corporate/M&A). tramway lines which will be available for public use,” 54 ■ commented Muhsin Keskin. GC GRAPEVINE MAGAZINE STAFF www.cms-cmck.com GC GRAPEVINE www.gcgrapevine.com subscribe If you would like to subscribe to GC Grapevine Magazine please register at www.gcgrapevine.com

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