Aviation & Complementary Legal Services

Clyde & Co LLP is a dynamic, global law firm that delivers legal services across our core sectors, including aviation. We are airline and aircraft operator focussed and operate through a single global practice group, allowing us to serve our clients where and when they need us.

We have a renowned major loss, emergency response and attritional liability air carrier defence practice. In this interactive brochure we present the wider services we can provide for airlines and aircraft operators. 2

Our aviation Aviation specialists in each of: Aviation Services Aviation Liability

London Caracas Regulatory Major Loss Edinburgh Mexico City practice Non-contentious Emergency Paris Rio de Janeiro commercial Response The world’s leading Madrid Dubai Finance & leasing Attritional firm in the field of New York Johannesburg in overview liability defence San Francisco Singapore Fleet procurement aviation law. Los Angeles Hong Kong Commercial dispute Associated subrogated Miami Shanghai resolution recovery - Who’s Who Legal Montreal Melbourne Debt recovery Toronto Sydney Environmental Claims/Toxic They are subject Exposure matter experts, with a worldwide reach. They understand our needs and provide balanced 50+ advice on which we offices can make informed decisions.

- Band 1: Legal 500 Aviation

100+ Aviation specialists 3

Aviation Services Complementary services Our services We understand the aviation industry and the needs of airlines. Members of our Aviation Services team have many years of experience representing the airline industry in these areas of work, with several also having worked as in-house lawyers. We always endeavour to provide practical, business orientated, advice.

With this combination we provide airline clients with a comprehensive range of services on a worldwide basis: we can serve you as a one-stop shop.

The principal members of our Aviation Services team are identified here.

Details of aviation related value added services that we can provide are available here.

Click on the links to navigate this interactive brochure. 4

We advise and act for airlines in relation Members of our team have also written extensively in this Click to see our experience by region area. For example: Regulatory to all aspects of aviation safety, security and economic regulation, and market – Tom Van der Wijngaart edited the annual Lexology publication Getting the Deal Through Air Transport access, pursuant to both international and – Rob Lawson QC, has contributed to the UK chapter for national law. Due to the geographic spread the last 4 editions of The Aviation Law Review and is a of our team, we can and often provide past contributor to the Aviation title in Halsbury’s Laws advice on a multi-jurisdictional basis. of England – We wrote the extensive report Brexit scenarios for Business Aviation for the European Business Aviation Association (February 2018)

– Fabrice Pradon, is the chief editor of the French journal aviation and space laws, Revue française de droit aérien et spatial, and teaches aviation law at several universities

We also advise on competition law in the aviation sector, alliances, mergers & acquisitions State aid rules. John Milligan wrote the main textbook in this field, European Union Competition Law in the Airline Industry. 5

Regulatory UK – Advising major airlines on EU and ASA ownership and – Advising various major airlines on compliance of their – Defending prosecutions in the Crown Court for alleged control issues, and related potential restructuring, conditions of carriage with EU consumer law, including offences under the Air Navigation (Dangerous Goods) in anticipation of Brexit in the context of enforcement proceedings threatened Regulations by the UK CAA under its Enterprise Act powers – Assisting with the establishment of new UK airlines, – Advising a national airline and Ambassador to the UK on including obtaining of their requisite AOC, operating – Advising a major Asian carrier in respect of the inadvertent carriage of foreign nationals intending to join licence and route licence. We have also advised in regulations governing the sale of package holidays, terrorist groups relation to the procurement of ground handling services requirements of the EU Package Travel Directive, – Contributing to a 2020 Steer Davies Gleave study for the and of slots for such start-ups and the ATOL licensing process European Commission on the current level of protection – Assisting non-EU airlines in respect of their proposed – Acting for Air Serbia in a case before of air passenger rights in the EU commencement of services to and from the UK, the Court of Justice of the European Union regarding the – Acting for IATA in its intervention in judicial review including advising in relation to traffic rights, foreign availability and use of sixth freedom traffic rights proceedings brought against the UK Government by carrier permit requirements, slots, the establishment of under the European Common Aviation Area Agreement several airlines in respect of its imposition of a blanket a UK branch office and immigration issues – Advising a major non-EU airline on ICAO and EU rules 14-day mandatory Covid-19 quarantine requirement for – Acting for IATA in relation to its intervention before the on the equipping of aircraft with underwater locating inbound air travellers English Court of Appeal in Gahan v. Emirates, concerning devices, liability exposure for non-compliance and – Advising a major international airline on potential the extra-territorial reach of EU Regulation 261/2004 applicable enforcement measures alterations to the UK slot allocation rules post Brexit – Acting for various international airlines in respect of – Acting in the ground breaking case before the English claims brought against them for compensation for long Court of Appeal concerning the admissibility of Annex delay, cancellation and denied boarding pursuant to EU 13 air accident reports in English civil proceedings, Regulation 261/2004 Rogers v. Hoyle

– Advising a major airline in relation to issues arising out – Assisting in writing reports for the European of the proposed change of PRM service provider at a Commission on the development of comprehensive air major international airport, PRM service standards and transport agreements with non-EU states in respect Key contacts proposed increased PRM charges of traffic rights and air safety; and on possible air UK: transport agreements with 10 ASEAN States and with – Advising a major airline and associated tour operator Rob Lawson QC 6 Gulf Cooperation Council States in relation to the sale and marketing of package holiday Tom van der Wijngaart products and linked travel arrangements 6

Regulatory Europe France: – Advising a major EU airline on compliance of its website Spain: and conditions of carriage with French regulations – Acting for a major airline in the first successful – Representing airlines in administrative proceedings prosecution in France for prejudicing air safety by using – Assisting airlines in their relationship with consumer opened by the Spanish national enforcement body a laser against an aircraft in flight protection authorities with regards to issues of concerning issues including non-compliance with the compliance of their general conditions of carriage and PRM Regulation, EU Regulation 261/2004, deviations – Acting for various airlines before civil, commercial and websites with the French Consumer Code after take-off and the illegal transport of weapons criminal courts for compensation brought against them for compensation for long delay, cancellation and denied – Acting for airlines in cases before the French criminal – Defending airlines in cases opened by regional boarding pursuant to EU Regulation 261/2004 courts, including resulting from an air disaster, administrative bodies, including the Catalonia and national laws in relation to discrimination matters brought by Consumer Agency and the Balearic Islands passengers, traffic offences committed at an airport, Health Agency – Acting for various airlines before social courts in respect threats made to aircraft staff by passengers, unruly of claims brought against them by their crew members – Acting for various international airlines in respect of passengers, travel agency fraud and the inadvertent claims brought against them for compensation for long – Acting for various airlines before administrative courts carriage of a drug smuggler delay, cancellation and denied boarding pursuant to EU in challenges to administrative fines, including in – Assisting airlines to negotiate and settle claims brought Regulation 261/2004, including via the use of a bespoke relation to noise pollution, air traffic rules infringement, against them for compensation in all situations iDefend261 software tool illegal entry of a passenger into French territory, envisaged by contract, aviation non-compliance with security regulations, non- – Representing airlines in cases before the criminal and national laws compliance with EU Regulation 261/2004, and non- courts, including - inter alia - cases of unruly passengers compliance of their general conditions of carriage and and bomb-threat investigations websites with the French Consumer Code – Defending several major international airlines against proceedings brought by regional consumer agencies in Key contacts respect of Covid-19 related cancellations

France: – Advising several major international airlines in relation Fabrice Pradon to compliance with Covid-19 regulations and guidance Grégory Laville de la Plaigne Spain: Enrique Navarro 7

Regulatory Americas – Acting for the airline interests in the ground breaking – Advising in relation to a regulatory inquiry from cases concerning Federal law Pre-emption of State Ontario’s Ministry of Government and Consumer common law obligations relevant to aviation safety Services regarding the contents an international standards, Abdullah v. American Airlines Inc., airline passenger carrier’s frequent flyer mileage program warning and seat requirements, Witty v. Delta Airlines Inc., – Advising LATAM airlines regarding accession to the compliance with FAA security standards, Bavis v. UAL Oneworld Alliance and associated FFP, codeshare, Corpn., and product liability standards, Sikkelee v. Precision contractual, regulatory and competition issues Airmotive Corpn. – Advising the holding company of Avianca regarding EU – Representing major US airlines in civil penalty matters ownership and control rules, and potential traffic rights, involving FAA investigations and fines in respect of a potential investment in an EU carrier – Advising a major Asian carrier in relation the compliance – Assisting Turkish Airlines in all legal aspects related to of its ticket notices with US Federal Regulations the commencement of scheduled operations between – Assisting a major US airline in its dialogue with the DOJ Istanbul and Caracas, including representations before and FAA concerning the promotion of Federal law Pre- the Venezuelan CAA emption as the basis for determination of liability – Assisting Alitalia in certain administrative procedures – Assisting a major airline in its application for Safety Act to avoid suspension of its commercial licence in certifications for various US station based security plans Venezuela

– Assisting an international passenger airline in defending – Defending Dutch Antilles Express Airlines before against enforcement action by the Transportation the Venezuela CAA in relation to a revocation of its Security Administration for alleged security breaches permission to fly into/out of the State

– Assisting an international passenger airline in its Key contacts compliance with US regulations addressing advertising North America: practices, handling of passengers using wheelchairs, Jeff Ellis passengers with disabilities and passengers travelling with animals Latin America: Peter Macara 8

Regulatory MEA – Advising a European airline in connection with – Assisting Comair Limited in reviewing and setting establishment of its operations in the UAE, including aside a decision by South Africa’s Air Services Licensing in connection with the regulations of the UAE General Council that it was in breach of the statutory ownership Civil Aviation Authority and control provisions of South Africa’s Air Services Licensing Act – Advising a UAE government department on its aviation transport regulations – Assisting SA Express with making submissions to the South African’s CAA in respect of its decision to ground – Advising an international helicopter operator with SA Express aircraft respect to its operations within Saudi Arabia – Assisting two airlines with an application for an Aircraft – Advising on ownership and control issues for Maintenance Organisation license and their interaction commercial airlines with the South Africa NCAA – Advising on security clearance issues involving foreign aircraft operators and foreign registered aircraft in the UAE

– Liaising with the General Civil Aviation Authority on the introduction of a new drone/unmanned aerial system (UAS) regulations in the UAE

– Advising the Africa Development Bank and other African organisations on the Implementation of African Open Skies (Yamoussoukro Decision)

– Assisting with a study into opening aviation markets with the 6 countries of the Gulf Cooperation Council

– Assisting Comair Limited in its successful objection to Key contacts an application for scheduled air services licenses by Safair Operations (Pty) Ltd MEA: Michael Nelson 9

Regulatory APAC – Advising APAC airlines on obligations and exposure – General counsel advisory work in the establishment of – Advising a Middle East airline on the commencement under EU Regulation 261/2004 and other aviation- scheduled airline operations (LCC and full service) for of flights into Mainland China specific consumer legislation impacting airlines start-up airlines in the Maldives, Macau and Hong Kong – Advising large international airline in respect of – Advising a Taiwanese carrier on its Modern Slavery Act – Advising a Chinese Corporation on the acquisition allegations of fraud in the Hong Kong market statement for compliance with the UK MSA legislative of a Hong Kong airline requirements – Advising an airline in Hong Kong on the introduction – Advising international airlines on passenger rights in of close circuit TV cameras in passenger aircraft cabins – Advising an APAC airline group on restructuring options numerous countries including greater China, Japan, in the wake of Covid19 – Advising airlines in Hong Kong on World Health, South Korea, Singapore, Malaysia and the EU ICAO and IATA regulations relating to the – Advising an airline in Australia on termination of flights – Advising the HK Board of Airline Representatives and communicable diseases to South Korea due to Covid 19 Carrier Liaison Group on competition law issues arising – Advising HK airlines on travel agent regulations in Hong – Advising a Hong Kong airline on termination of flights from collective decisions on the pricing of air fares, and Kong, the sale of connecting services sold with airline to Canada due to Covid 19 security and fuel surcharges tickets and agency wording for sales of connecting – Advising an airline in East Europe on obtaining permits – Advising an international UK airline on the regulations services sold with airline tickets and airport slots to operate emergency humanitarian and laws relating to marketing and selling holiday – Advising a HK airline in respect of a US SEC flights and scheduled cargo flights to mainland China packages in Hong Kong, Mainland China, South Korea investigation into insider dealing on flights – Advising two Hong Kong based airlines on revisions and Japan – Advising a South Asian airline on meeting standards to their Passenger and Baggage General Conditions of – Advising an international airline in APAC on anti- Carriage to overcome regulatory challenges in various set by the Ministry of Transport of China concerning corruption laws in Hong Kong and Singapore jurisdictions emergency planning for tarmac delay and information – Supporting an international airline in APAC in cargo fuel on flight disruption – Advising APAC airline group on the licensing and surcharge competition law proceedings in Australia, by distribution of multi-jurisdictional Fly Rail packages and – Advising a South Asian airline on compliance with providing advice on aviation and competition law issues associated liability and commercial aspects China’s Flight Regularity Administrative Regulation and industry practices in Hong Kong and Singapore Key contacts – Advising a major APAC carrier on passenger and other – Reviewing the safety management system of – Advising airlines on the establishment of e-freight Asia Pacific: consumer rights issues in relation to a possible route Australasian carriers and providing related safety opening to/from South Korea trading lanes. Peter Coles leadership training – Advising a major US airline on Hong Kong government – Advising a major charter airline on the commencement – Advising a major airline in respect of accreditation Australasia: clearance of code share alliances of all freighter operations to Hong Kong issues of CASA (the Australian CAA) concerning Maurice Thompson – Advising APAC airlines on the recovery of ground – Advising a Macau based airline on a sub-concession a low cost subsidiary handling operations in Taiwan following the collapse agreement for government clearance to operate certain of a Taiwanese airline international flights 10

We undertake a wide variety Click to see our experience by region Non- of non-contentious commercial work supporting airline interests. contentious commercial 11

Non- UK – Drafting airline conditions of carriage, and advising on – Drafting charter broker conditions and assisting – Advising an air carrier regarding the operation of slots their compliance with aviation and consumer legislation in development of web-based sales platform under remedies granted by the EU Commission contentious – Advising airlines in relation to alliance agreements, – Advising airlines on GDS agreements, including with all – Advising a major European airport regarding the code share and frequent flying programmes three major operators (Amadeus, Sabre and Travelport) interrelation between the EU Slot Regulation and the domestic environmental legislation of its home State – Assisting with the negotiation for and drafting of a – Advising a major LCC on network wide fuel supply commercial proposed agreement for a common ground service agreements – Advising a major European airport regarding the equipment scheme for use at a major international airport implementation of ‘local rules’ under the EU slot – Advising an applicant in relation to joining a fuel regulation – Drafting parts trading terms and aircraft maintenance hydrant consortium at a major UK airport agreements, including long term MRO agreements – Advising on numerous slot sale, lease, sale and leaseback, babysitting and joint use transactions, – Drafting and assisting with the negotiation of a wet In relation to slot transactions: including in respect of associated security lease agreement to fill gaps in an airline’s operational We have acted and advised in relation to over 70 slot documentation requirements due to unexpected aircraft unavailability, related projects of various kinds, including: and advising in relation to necessary regulatory – Assisting British Airways with its purchase from the – Advising on the treatment of airport slot transactions approval for the same administrators of Monarch Airlines Ltd of Monarch’s for the purposes of UK VAT – Drafting an ACMI wet lease agreement to provide entire portfolio of take-off and landing slots at London – Advising on the implications of air carrier insolvencies aircraft for a scheduled helicopter service Gatwick Airport and operational difficulties in the context of slot transactions – Advising in relation to a seat sale agreement made – Acting for Flybe in its sale and leaseback of its London between a charterer of airline flight accommodation Gatwick Airport slot portfolio and a major international tour operator – Developing and drafting an innovative tripartite structure for the disposal of London Heathrow Airport take-off and landing slots by two carriers, attracting a record sale price Key contacts – Developing, drafting and negotiating a framework UK: agreement to govern inter-company slot transfers Tom van der Wijngaart within a European air carrier group Roger Whipp 12

Non- Europe France: Spain: – Drafting airline general conditions of carriage, and – Reviewing commercial agreements related to loyalty contentious advising on their compliance with aviation and programmes, promotions and the provision of consumer legislation commercial services to airlines

– Advising on the transfer of aircraft titles and certificates – Reviewing and recommending changes to General commercial as between two airlines on their merger Conditions of Carriage – Assisting airlines to prepare and structure their communications with the press

– Advising on the creation of an engine pool between two major airlines

– Advising on fuel supply issues in relation to a major air carrier

Key contacts

France: Fabrice Pradon Grégory Laville de la Plaigne

Spain: Enrique Navarro 13

Non- Americas – Reviewing and drafting air carrier conditions of carriage, code share and indemnification agreements contentious – Advising a major international carrier in relation to code share and connecting carrier relationships

– Drafting and negotiating air charter and interline commercial agreements for a California based freight forwarder

– Assisting an international passenger carrier in negotiating commercial advertising and promotional contracts

– Assisting an international passenger carrier respond to commercial activities that infringed on its trademark

– Drafting an employment handbook for international passenger carrier to ensure compliance with California law

– Assisting an international passenger carrier restructure its US workforce and negotiating employee severance agreement

– Advising a major Latin America carrier regarding aircraft maintenance contracts

– Advising and assisting a US carrier in the negotiation of a wet lease of a B737-800 aircraft to a Venezuelan airline Key contacts

North America: Jeff Ellis

Latin America: Peter Macara 14

Non- MEA – Advising a European airline in connection with the – Advising various FBOs, aircraft operators and owners – Managing a Middle Eastern airline’s trade mark portfolio restructure of its bond debt on aircraft management agreements in over 70 jurisdictions, and providing related advice to the management teams on brand strategy and contentious – Advising an airport in the UAE in connection with – Drafting numerous agreements and contracts in implementation heads of terms for an air traffic services agreement relation to the new facilities at Dubai International Airport, Al Maktoum International Airport (Dubai World – Advising a national East African airline on the – Advising a leading Middle Eastern airline in connection Central International Airport), and reviewing standard restructuring of its workforce and resulting redundancies commercial with renegotiating its catering agreement with its contracts for ongoing work at Concourse 3 in UAE, Oman and Kingdom of Saudi Arabia catering service provider – Advising a Gulf-based international airline on all – Advising a UAE low cost carrier on various employment – Acting for a Middle Eastern airline on its joint venture aspects of its IT procurement and licensing matters, including disciplinary and termination issues, in relation to projects in Abu Dhabi, Dubai and Ras Al implementation of staff policies and recoupment of staff Khaimah, including property due diligence, drafting – Advising a number of airports on their general training costs and concluding leasing and ownership arrangements, commercial requirements – including a bidding and and drafting and negotiating project development procurement process, catering, facilities management, – Providing employment law training to HR personnel for documentation maintenance, security, fuel supply, and franchising/ a national GCC airline retail exploitation – Advising on the disposal of 100% of the shares in three subsidiaries by ADAC to Etihad Airways – Advising on the operation and maintenance of one of the world’s largest airport baggage handling systems – Advising a KSA airline on the unique divestment licence agreements and privatisation of one of its wholly owned service providers – Advising a Middle East ground handling company on strategically important long term airport concessions – Acting for a number of airlines on establishment and and lease agreements in South East Asia and the licensing in the UAE Middle East – Advising a UAE based aviation conglomerate on the – Handling a Middle Eastern airlines’ extensive trade establishment of airport lounge, meet and assist, and mark portfolio throughout the world, including passenger chauffeur drive services in Bahrain and India Key contacts prosecuting its core brands in over 60 jurisdictions – Advising a Middle East ground handling provider on the MEA: – Advising on the procurement of global media planning purchase of an aircraft cleaning business in Australia Michael Nelson and buying contract for a major international airline 15

Non- APAC – Advising on and drafting of airshow participation – Advising an airline on landing gear and exchange – Advising airlines in relation to foreign direct investment contracts and conditions agreements with a MRO decisions in Hong Kong, Mainland China, the Maldives, Philippines, Singapore, Taiwan and the US, including due contentious – Advising a Singapore based aviation events organiser on – Advising a Middle East airline in respect of extra diligence, ownership and control, structures, insurance issues arising from events cancellation and refunds due territorial tourism law in the PRC and contracts with and acquisitions to Covid-19 travel agents and tour operators – Advising airlines on GDPR compliance, including commercial – Advising a Singapore based airline on Global – Advising a Hong Kong airline group on block space drafting new policies for data privacy, processing, Distribution Agreements agreements with tour operators and travel agents transfers and data protection officers – Advising airline in Australia on freight ground handling – Advising on the restricting of joint ventures of a major – Advising airlines in the Maldives, Macau, Singapore, contracts for domestic flights APAC carriers within Asia Hong Kong and Taiwan on dry and wet leases, – Advising airline flight training academy on pilot training – Advising an international airline on all legal and ACMI and special lift charters contract with Chinese airline regulatory issues arising from the appointment of a – Advising a Hong Kong airline on emergency charters general sales agent in Australia – Advising an APAC Airline group on passenger, baggage from crises in Indonesia and Thailand and cargo ground handling contracts – Acting for airlines in relation to the introduction – Advising an APAC airline on US White House charters of e-freight, use of e-AWBs and processes; and also – Advising numerous APAC airlines on codeshare advising regularly in relation to the online sale of agreements, ground handling agreements, overflight passenger tickets and related payments agreements, general conditions of carriage, cargo and AWB terms – Acting for start-up airlines in APAC on a range of issues including advising on the hire of pilots and – Advising a major European airline on the formation management, training bonds, aircraft type certification, of joint venture in Hong Kong for logistics operations handling of cargo and marketing – Advising APAC airlines on interline and intermodal Key contacts agreements for passenger services with buses, ferry Asia: and railway companies Peter Coles

Australasia: Maurice Thompson 16

We provide advice in relation to all Our standing in this area has been recognised by Members of our team regularly write on this topic: numerous awards, including recently: Finance types of financing and leasing: export – Mark Bisset is the editor of the annual Lexology credit; commercial; finance lease; tax- – Airfinance Journal 2020 Legal Transaction of the Year – publication Getting the Deal Through – Aviation Finance acting for Turkish Airlines on 5xA321neo Balthazar and Leasing driven leases; pre-delivery finance; AFIC guaranteed commercial financing & leasing – Roger Whipp was the editor of Aviation Finance: A Global and Balthazar supported; operating – Airline Economics 2018 Lease Deal of the Year – acting Guide From Practical Law (2016) for Turkish Airlines on CACIB arranged French lease; wet lease; and charters. – Grégory Laville de la Plaigne, wrote the chapter on tax lease financing of a Boeing 777-F aircraft with Registration and Deregistration of Aircraft in Le droit du an ICBC put option financement des aéronefs, 1st edn. (ed. Vincent Correia & Cyril- – Global Transport Finance 2018 Aircraft Tax Lease of the Year Igor Grigorieff, 2017) – acting for Royal Air Maroc on AFIC supported French tax lease financing of a Boeing 737-MAX-8 aircraft and a Boeing 787-9 aircraft Click to see our experience – Airfinance Journal 2018 Operating Lease Deal of the Year – acting for airBaltic on the sale and leaseback of two A220-300 aircraft with FPG Amentum

– Airfinance Journal 2018 Islamic Financing Deal of the Year – acting for Al Ahli Bank of Kuwait, First Abu Dhabi Bank and Noor Bank on an unsecured revolving $800 million credit facility with Dubai Aerospace Enterprise

– Aviation Finance Law Firm of the Year, Airline Economics conference, Dublin, 2016 17

– Advising a low cost Middle East airline in connection – Acting for airBaltic in relation to the first Export – Acting for Royal Air Maroc on AFIC-supported French Finance with the refinancing of a narrow bodied aircraft and Development Canada financing for the C Series tax lease financing of a Boeing B737-MAX-8 aircraft and the financing of a spare engine 300 aircraft (now A220-300), and multiple sale and a Boeing B787-9 aircraft leasebacks including with CMB Leasing and Avation – Advising a low cost Asian airline in connection with the – Acting for an Asian aircraft lessor on the leasing of two & leasing leasing of three narrow bodied aircraft in connection – Acting for Turkish Airlines in multiple financing Airbus H125 helicopters into India with the commencement of its operations transactions, including: the French tax-optimised – Representing Aigle Azur in respect of lease novations leasing and financing of 8 Airbus A321 & A330 aircraft; – Advising an African airline in connection with the finance leasing of 2 Boeing B737 aircraft with a – Representing Royal Jordanian Airlines in the financing refinancing wide bodied aircraft and a spare engine leading Chinese bank; the sale and leaseback of 16 and delivery of 2 Boeing B787-8 aircraft with operating lessors. Also advising the airline in Airbus and Boeing aircraft; the carrier’s first AFIC connection with restructuring its leases/fleet as a result – Advising Alitalia on aspects of its fleet restructuring supported transaction; and the carrier’s first Balthazar of the impact of Covid-19 following entering into administration supported transaction (which was also the first – Advising ELFC in connection with engine lease Balthazar transaction in the aviation market) – Acting for Turkish Airlines on the EXIM/Natixis transactions to several UAE airlines supported French tax financing of two B787-9 aircraft: – Acting for Wizz Air UK in relation to the leasing of its this was the first EXIM financing of a large aircraft – Advising a luxury air services operator in connection Airbus A320 and A321 aircraft since their re-authorisation with the restructuring of existing leasing arrangements – Acting for Air Arabia in relation to the delivery of two Boeing Business Jets – Acting for Wizz Air on the JOLCO financing of two A321 financing for 6 Airbus A320 aircraft and the leasing aircraft – Acting for Turkish Airlines on 5xA321neo Balthazar- of 6 Airbus A321neo aircraft guaranteed commercial financing – Acting for Wizz Air negotiating sale and leaseback – Advising Aeroflot on the sale and leaseback of 2 Boeing arrangements for ten A321 aircraft, with several lessors – Advising a Hong Kong and Macau based airline on the B777 aircraft, and the sale and leaseback of 7 Airbus sale of two helicopters A320 aircraft

– Advising Hong Kong helicopter operator on the purchase – Advising a major airline on the sale and leaseback of of a helicopter 6 Boeing B787-8 aircraft

– Advising a number of airlines on restructuring of their – Advising a major airline on the financing of 5 737-Max8 finance/lease arrangements in light of the Covid-19 aircraft under AFIC insurance and with an Italian Tax Key contacts crisis, including negotiations with Airbus and with Lease structure lessors/financiers in respect of delayed deliveries/ Mark Bisset – Representing a start-up airline in Asia on the pre- payment deferrals, and reimbursement of deposits paid Roger Whipp delivery payment financing of 5 Airbus A320 aircraft under letters of intent Michael Nelson with an international operating lessor 18

We regularly advise airline clients We also have relatively unique experience in engine OEM Click to see our experience flying hour support arrangements and special guarantees, Fleet on fleet procurement programmes, including fuel guarantees. including engine manufacturer, spare We have extensive aircraft and parts trading experience, procurement engine, products, power-by-the hour and acting on numerous aircraft and aircraft equipment sale total care agreements, spare engines, and purchase transactions and trading of pre-owned aircraft.

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– Advising a leading South East Asian airline in – Advising British Airways in connection with the Total – Acting for AerFin on the purchase from Saudia of 15 Fleet connection with purchase agreements entered into with Care maintenance support agreements with Rolls-Royce Embraer E170-100LR aircraft, and numerous other Boeing for the purchase of 737 MAX aircraft that support the Trent engines on its Boeing B787 and aircraft trading projects Airbus A380 fleets – Advising a Middle East carrier in connection with – Advising China Southern Airlines on the Total Care procurement amendments proposed to its purchase agreements for – Acting for easyJet on the warranties, special guaranties Agreement and Product Agreement with Rolls-Royce narrow bodied aircraft with Airbus and maintenance support of CFM LEAP engines selected to support its Airbus A380 fleet for its Airbus A320neo fleet – Advising a Middle East low cost carrier in connection – Advising Hawaiian Airlines on the GTA and flight hour with purchase agreements with Airbus for the purchase – Representing Hawaiian Airlines on an A330neo fleet maintenance agreement with GE to support an order of 30 Airbus A320 NEO aircraft order with Airbus and engine support arrangements for GEnx powered Boeing 787-9 aircraft with Rolls-Royce – Advising a regional European airline in connection with – Advising an African carrier on the Total Care the acquisition and financingof Embraer E190 aircraft – Acting for Hawaiian Airlines on warranties, special Agreement with Rolls-Royce to support an order for guaranties and maintenance support of Pratt & Witney Airbus A330-900 aircraft – Advising an LCC group on selection and maintenance GTF engines selected for its Airbus A321neo fleet agreements with a major OEM for APUs and avionics – Advising a South American low cost carrier on the – Acting for airBaltic in relation to the purchase of up GTA and maintenance support agreement with CFM to to 50 C Series 300 aircraft (now Airbus A220-300), support an order for Airbus A320 and A320neo aircraft including the first delivery as launch customer of this new aircraft type – Advising on rights, obligations and liabilities under aircraft sale and purchase agreements – Advising Aegean Airlines on its purchase order for 20 A320neo and 10 A321neo aircraft, as well as related – Advising a Korean start-up low cost carrier on the aircraft and engine options acquisition of 8 Airbus A320 aircraft and procurement of engines from CFM – Advising Flynas on its purchase of 80 Airbus A320neo, including its engine procurement from and – Acting for a Middle Eastern low cost carrier on its maintenance with CFM acquisition of up to 50 Boeing B737 Max aircraft

Key contacts

Mark Bisset Roger Whipp Michael Nelson 20

Clyde & Co is one of the largest Our ability to call upon our Aviation Services experience, Click to see our experience by region especially our team’s expertise in Finance & Leasing Commercial dispute resolution firms in the world. and Regulatory, often allows us to give added value and This means that we can handle most, insight when dealing with aviation related disputes. dispute if not all, commercial disputes in which The firm also has wider capabilities in relation to an airline gets involved, wherever it General disputes. may be, and whether it involves court resolution proceedings, arbitration or mediation.

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Commercial UK – Advising an air carrier in relation to a dispute with – Acting for the parent company of Alitalia in its – Acting for an airline in an ICC arbitration concerning a a major OEM as to whether repairs undertaken fall successful defence in the English Commercial Court multi-million dollar claim for the return of maintenance dispute within the terms of its maintenance care agreement of a USD 260 million damages claim for alleged reserves paid under a long term maintenance repudiation of a contract for the lease of 13 Airbus agreement interrupted by the imposition of sanctions – Advising a major international airline as to A320 family aircraft termination rights and strategy for termination of its – Acting for Pakistan International Airlines in its English resolution contractual relationship with a well-known equipment – Acting for Ethiopian Airlines in its USD50 million+ Commercial Court dispute with members of the maintenance provider product liability claim against manufacturers in the Association of Pakistan Travel Agents concerning their English Commercial Court for fire damage done to one remuneration entitlement and termination of – Advising an major international airline in respect of of its Boeing B787 Dreamliner aircraft whilst parked at their agency rights of termination of an aircraft sub-lease upon Heathrow Airport in 2015 insolvency of the lessee – Advising a major international airline in respect of – Acting for Tarom in its dispute with Jet2.Com in reimbursement liabilities for tickets sold by it on behalf – Acting for an airline in relation to proceedings brought the English Commercial Court and Court of Appeal of a now insolvent carrier against it in the Commercial Court by an aircraft lessor concerning the alleged renunciation of an aircraft for non-payment of lease and related payments – Advising an international airline as to termination maintenance and servicing agreement rights and strategy in respect of a lease for 737 Max – Acting for an air carrier in respect of the resolution – Acting for Air France in its defence in the English aircraft that were undelivered of a dispute with an aircraft service provider concerning Commercial Court of a claim by Eagle Leasing asserting the termination of their contractual relationship a right to terminate an agreement for the sale and – Advising several major airlines in relation to force purchase of 6 Boeing B747 aircraft (valued at USD 180 majeure, frustration and termination issues under million) due to alleged multiple defects in the commercial contracts with OEMs and finance/ condition of the aircraft lease arrangements flowing from the impact of the Key contacts Covid-19 pandemic

Aviation related work: Rob Lawson QC Patrick Slomski

General disputes: Chris Burdett 22

Commercial Europe Americas France: Spain: North America:

– Acting for a major EU airline in an ICC arbitration – Acting for a major airline in Spain in respect of an – Defending a global aviation ground handling company dispute (in Paris) in a multi-million dollar product liability International ICC arbitration concerning alleged against multiple employment class action suits claim against an aircraft manufacturer in respect of breaches of a maintenance contract in California damage to a commercial passenger aircraft caused by – Advising a Spanish airline in respect of liability for total a landing gear collapse resolution loss of engines in their lease contracts – Acting for a foreign airline in a claim brought against – Defending a major international airline in proceedings it by an aircraft manufacturer in relation to indemnity brought against it by a catering service provider provisions of sales contracts

– Acting for a French airline in a multi-jurisdictional commercial dispute concerning a wet lease agreement, where one of the parties was subject to insolvency proceedings in the UK

– Representing a major international airline in commercial dispute with a hotel in Paris

Key contacts – Acting for an airline in a dispute with a MRO concerning non-payment of services France: Fabrice Pradon Grégory Laville de la Plaigne

Spain: Enrique Navarro

North America: Kevin Sutherland

Latin America: Peter Macara 23

Commercial MEA APAC – Advising a Middle Eastern full service carrier in – Advising Hong Kong based airline in relation to a leasing connection with a potential claim made by one of its dispute and enforcement proceedings before the Hong dispute lessors and otherwise in connection with the leasing Kong High Court contracts entered into with the same lessor – Advising a Ultra High Net Worth Individual in the – Representing a government entity in defending a USD 1 successful termination of a Boeing 737-800 MAX resolution billion claim from a contractor arising from the finishes, purchase contract systems and mechanical and electrical works at the – Advising an Indonesian airline on the termination of an Gulf Cooperation Council’s busiest airport order for 50 Boeing 737-800 MAX aircraft and associated – Advising a Saudi low cost carrier on a dispute compensation for grounded aircraft surrounding the wet leasing of aircraft – Advising Hong Kong helicopter operator in the – Advising on a successful DIAC arbitration, representing enforcement of a purchase contract for equipment from a specialist system subcontractor claiming USD 77.5 a Canadian manufacturer million in respect of substantial works performed at – Acting for a major Asian carrier in challenging Concourse 2, Terminal 3, Dubai International Airport performance warranties in respect of engine and – Acting for a Middle East airline in relation to disputes airframe contracts over delivery conditions in connection with the sale and purchase of two Bombardier Learjet aircraft

– Advising a large Saudi corporate in relation to the repossession of an aircraft and claims under the Key contacts financing documents by a major European bank MEA: – Advising a Middle East low cost carrier on a dispute Michael Nelson over the return of leased aircraft Asia: Peter Coles

Australasia: Maurice Thompson 24

We have many years’ experience acting We also have wide experience in debt recovery actions Click to see our experience (including asset seizures and bankruptcy proceedings), Debt recovery as counsel for IATA, including its across multiple jurisdictions including the UK, France, member airlines, against major clearing Spain, Italy, Moldova, Ukraine, Russia, Afghanistan, banks over liability to account for trust Bahrain, Dubai, UAE, Hong Kong, Mainland China, Philippines, Taiwan, Thailand and the US. monies arising from ticket sales, as well We offer a no win, no fee service for aviation debt recovery as for related debt recovery actions, in Mainland China. Further details are available here. and asset tracing, against defaulting We have also recently begun to work in conjunction travel agents. with a pioneering provider of dispute finance (i.e. third party funding), in relation to work of this nature. This has included closing a Corporate Portfolio Deal with an aviation client, which is the largest Corporate Portfolio Deal in the history of disputes funding. Further details are available from Ben Knowles and shortly also on our website. 25

– Acting for 71 IATA member airlines in a potential multi- – Advising a UAE airline on the recovery of unpaid lease Debt recovery million pound fraud by a travel agent, including working rental payments alongside the City of London Police Fraud Squad – Representing a European carrier in respect of an – Advising a major airline in relation to recovery of debts attempted seizure of one of its aircraft in England to due to the fraudulent activity of one of its sales agents meet judgment debts under Regulation (EC) 261/2004 in France – Acting for major MRO in English Mercantile Court debt – Assisting with the recovery of a debt owed in Spain recovery proceedings against European as between two airline charter operator

Key contacts – Advising airlines in Hong Kong on the recovery of pilot training expenses following the breach of UK: training bonds Chris Burdett Ben Knowles – Advising a Middle East airline on the recovery of freight Tom van der Wijngaart charges from a Hong Kong and Guangzhou based GSA, including forced bankruptcy proceedings in Hong Kong France: Fabrice Pradon – Assisting a European airline with a recovery in Grégory Laville de la Plaigne France in respect of non-payment of invoices for the maintenance of aircraft Spain: Enrique Navarro – Acting for IATA member airlines before French commercial and criminal courts on fraud and debt North America: recovery actions Kevin Sutherland

Latin America: Peter Macara

MEA: Michael Nelson

Asia: Peter Coles

Australasia: Maurice Thompson 26

We advise and represent airlines on Litigation, regulatory inquiries and media attention related Click to see our experience to the foregoing are arising with increasing frequency Environmental issues and claims related to aircraft and on a global scale. Responding to same requires noise, environmental impact and harm experienced counsel familiar with the legal, regulatory allegedly caused by exposure to toxins. and scientific context in which these issues arise. claims/toxic Our global presence and broad experience dealing with these matters make us uniquely situated to represent, assist and provide advice on a local, national and multi- exposure jurisdictional basis. 27

Experience includes: – Representing a carrier subject to numerous US Environmental – Representing multiple international carriers targeted lawsuits and governmental investigations related to by a US class action alleging that airline flights were an environmental incident related to its operations. causing environmental, toxic and noise related harm A multi-jurisdictional team provided advice and to residents located near an international airport. Our representation that was focused on defending the claims/toxic multi-jurisdictional team worked with the local airport propriety of the operation at issue, communications authority and topical experts to successfully defeat the with local and national governmental officials and proposed class action and obtain appellate affirmance providing a comprehensive legal defense to the litigation exposure of same and class action that was filed – Representing a carrier targeted by a US class action We have also presented several seminars addressing the alleging that passengers on numerous flights were foregoing. exposed to toxic cabin air. A multi-jurisdictional team worked closely with the airline’s safety, environmental and legal teams as well as independent experts to defeat the class action and have that result affirmed on appeal

Key contacts

Jeff Ellis Kevin Sutherland 28

Principal UK members of our Aviation Services team 29

Principal UK (cont) members of our Aviation Services team 30

Principal Europe members of Paris Madrid Hamburg our Aviation Services team 31

Our Aviation MEA Latin America Services team Dubai Johannesburg Rio de Janeiro

Mexico City

Caracas 32

Our Aviation The Americas Services team New York San Francisco/Los Angeles 33

Our Aviation APAC Services team Hong Kong/Singapore 34

Our Aviation APAC (cont) Services team Shanghai Australasia 35

We offer a number of value added As a firm, we hold over 100 client seminars each year, covering a wide variety of topics and covering all aspects Value added services to our clients. of contentious and non-contentious law. These include a If you would like more details in relation to the regular series of aviation related talks held in our London above, or wish to attend any of these events, offices, as well as an annual two day Air Law Workshop We frequently deliver tailored training please contact [email protected]. services held in conjunction with the Institute of Air & Space Law, seminars to our clients, on topics of Leiden University, to which our clients are invited. Members of our aviation practice also speak regularly at international aviation events, such interest/relevant to their needs. Every other year we hold a major international conference as the IATA Legal Symposium, IATA RIM events, on aviation law in London – the Beaumont Conference – to the Willis Towers Watson Aviation Conference, which our clients are invited. Clients can sign-up to receive our the European Air Law Association’s Annual quarterly Aviation Newsletter and legal Conference, ATLA’s Aviation Law Americas Conference and the ALAANZ Annual Conference. updates on relevant industry topics,

as well as our Daily Aviation Bulletin.

36

We are a powerhouse for Corporate Click to see our experience Corporate and M&A work, particularly across the MENA region in the aviation sector. We have the largest corporate practice of any international firm in the region with 20 partners and 70 lawyers. Our corporate lawyers have assisted clients in realising their investments, gaining access to new markets through organic growth/strategic acquisitions and in achieving their corporate objectives for more than 25 years.

37

Experience includes: – Acting for a Middle Eastern airline on its joint venture – Acting for Aveillant (now part of Thales) on provision in relation to projects in Abu Dhabi, Dubai and Ras Al of radar mitigation scheme to East Midlands Airport Corporate – Advising a European airline in connection with its joint Khaimah, including property due diligence, drafting venture to set up an airline in the UAE – Acting in relation to the provision of services for and concluding leasing and ownership arrangements Luton Airport – Advising two UAE based airlines in connection with their and drafting and negotiating project development joint venture to set up a low cost airline in the UAE documentation – Acting for Vivo Energy on various aviation fuel supply agreements – Advising an airline in Japan and an MRO in China on – Advising on the disposal of 100% of the shares in three the establish of a joint partnership line maintenance subsidiaries by ADAC to Etihad Airways – Acting on a variety of transactional and commercial company in Japan contracts, including sale and purchase agreements for – Advising a KSA airline on the unique divestment both aircraft and engines; engine leasing agreements; – Acting for management on the acquisition of Flight and privatisation of one of its wholly owned teardown contracts; agency agreements; warehousing, Support Limited, a ground-handling business, at service providers consignment and distribution agreements; power by Liverpool, Manchester and Isle of Man airports – Advising a UAE based aviation conglomerate on the the hour contracts; and general supply, repair and – Advising an airline on aircraft procurement, from establishment of airport lounge, meet and assist, and service agreements drafting responses to manufacturers for proposals, passenger chauffeur drive services in Bahrain and India – Acting for a consortium of five major international sourcing and acquisition of aircraft, drafting – Acting for a number of airlines on establishment and companies on the competitive disposal by way of specifications on the fitting out of aircraft, delivery licensing in the UAE auction sale of the shares in an intoplane fuelling issues, taking delivery of the aircraft, and advising on business based at a major UK airport contracts with providers of maintenance services to – Advising Middle East Propulsion Company (MEPC) the aircraft in the Kingdom on maintenance contracts and – Acting for the purchaser on the share acquisition of government tenders a company owning the business and operations of – Advising a business jet operator on a change of privately owned regional airfield in England, including structure and joint venture and general commercial – Advising LOT Polish Airlines on an Amadeus IT transitional arrangements, hangar and runway leases operations in the Kingdom of Saudi Arabia Services Agreement Key contacts and management arrangements – Advising Aerospace Jet on general corporate and – Advising Kenya Airways on an IT Services Agreement MEA: – Acting for the purchaser on the acquisition of medical regulatory advisory services. Also carrying out a review Abdulaziz Al-Bosaily – Acting for airports including Brighton City Airport, supplies and other products ancillary to a wider air and amendment of MOUs and Intermediary Agreement Jonathan Silver Cornwall Airport and Southend Airport on various ambulance aircraft acquisition commercial matters UK: – Advising Kenya Airways in relation to various Nick Purnell – Acting on the sale of aviation services business commercial agreements, including a joint venture in Simon Vere Nicoll respect of a major Tanzanian airline – Acting for Alpha LSG (aviation catering) on various Victoria Green corporate and commercial matters 38

Health, safety, environmental and As specialist safety lawyers who respond to catastrophic Click to see our experience incidents around the world, we know how systems fail and Health civil aviation laws around the world what is required to prevent failures. We bring that unique require organisations to be vigilant perspective to our work in reviewing and developing safety and safety in systematically and proactively management systems. identifying and controlling hazards and risks. In practice, this requires organizations to develop, implement, and maintain a management system that captures the organization’s approach to health, safety, security and environmental risks. 39

Experience includes: – Defence of the world’s leading provider of ejection seats in respect of a criminal health and safety prosecution Health – Reviewing the safety management system of Virgin as a result of a fatal zero-zero ejection involving a ‘Red Australia, delivered training to the Board and Executive Arrow’ Hawk from the Royal Air Force Aerobatic Team team on safety leadership and delivered training on and safety contractor management and incident investigation to – Defence of a global airline in respect of a regulatory managers across Australia health and safety investigation following an airside incident at London Heathrow involving injury to ground – Reviewing the safety management system of Air New crew during turnaround Zealand delivered this to the Board, with training for Senior leadership and various management teams – Bespoke health and safety training provided to a global regarding safety by design, contractor safety, critical aircraft entity, across 22 sessions reaching 600 plus risks and incident investigations managers, undertaken in conjunction with internal Safety Department – Advising Singapore Airlines in relation to Tiger CASA Accreditation issues – Advice to 2 separate airlines regarding the UK’s criminal health and safety regime and associated turnover – Advising Virgin Australia regarding a safety dispute related fines in relation to consultation training requirements – Representation of international helicopter maintenance – Advising a global airline in an incident involving organisation in respect of criminal prosecution in the the injury to ground-crew. We advised the client on UK for multiple employee hand-arm vibration offences the incident management and internal investigation procedure – Representation of an airline pilot in a Police Station in respect of allegations of assault by a passenger in Key contacts – Providing bespoke training to aviation entity in the UK Asia Pacific: conjunction with their environment, health and Michael Tooma safety department Alena Titterton

Europe: Chris Morrison

MEA: Sara Khoja Rebecca Ford 40

Our team advise on all aspects We also have dedicated pensions and immigration Click to see our experience teams, providing a unified solution on issues such as the Employment, of employment law including the restructuring of pensions arrangements or discrimination implications of TUPE, drafting which can create both significant employment law and employment contracts and company pensions issues. immigration We offer clients a global service with leading practices policies, working hours and leave in the UK, the Middle East, Hong Kong, Singapore and entitlements, union-related issues, Australia. In jurisdictions where we do not have a & pensions the operation of a shift pattern, direct presence, through our relationships with leading flexible work patterns and temporary employment law practices as part of our membership of L&E Global we have a truly global offering. work arrangements in compliance with immigration and labour regulations. We have experience advising airlines, aircraft and rotor-wing operators, crew resource agencies and ground handling companies on a number of employment related matters. 41

Experience includes: – Advising Kenya Airways on employee terminations in Jeddah Employment, – Advising Kuwait Airways on all its HR matters from TUPE issues on outsourcing of ground staff; relocation – Advising Flydubai on various employee issues, the from Baker Street to Heathrow; recovering training application of federal law and emirate law, drafting immigration costs and numerous employee relations issues polices and contracts for all levels of staff, advising on health and safety issues – Acting for a private jet rental company and its 2 directors in relation to a £ multi-million high court – Advising ExecuJet on crew secondments to a client and & pensions claim against them for breach of fiduciary duty and the application of local law in UAE and Oman; drafting diverting business opportunities employee secondments agreements, contracts and commercial agreement with the client – Acting for an international airline in Tribunal proceedings involving unfair dismissal, bullying, long – Advising Cathay Pacific on managing employee relations term sickness absence and discrimination issues, employee terminations, and secondment of employees to TSAs – Advising a commercial airline on TUPE issues arising out of the outsourcing of its UK sales team – Advising Gama Aviation on employee relations issues, employee exit and termination, drafting employment – Advising on the closure of a defined benefit pension contracts and handbooks scheme for UK staff of a flag carrier – Advising on terms of engagement of senior – Advising an overseas flag carrier airline on an ill health representatives (as employees and consultants) and early retirement dispute with a member Key contacts pilot training bonds – Advising on UK pensions law applicable to a cross- UK: border multi-employer pension scheme in the Nick Elwell-Sutton airline sector Charles Urquhart Heidi Watson – Advising a UK airline on its contract with a major employee benefits consultancy for the management MEA: of its UK pension arrangements Sara Khoja

Hong Kong: Simon McConnell Peter Coles 42

Our employers’ and public liability team Employers’ liability Click to see our experience Employers’ represent a wide range of public and Clyde & Co has a strong track record of case successes when managing reputational and financial risk. One key private sector organisations, including differentiator in this area is our ability to draw on several and public airlines. We understand our clients areas of related expertise from within our firm including need to manage the reputational legacy claims, class actions, regulatory and employment in order to gain positive claims results. and financial risk associated with liability employers’ and public liability claims Public liability and litigation. Our team is trusted by clients to provide claims management and advice regarding occupier liability, trespass, contractors’ liability and public works. The team We represent employers in handling employers’ liability supports a number of major, multinational corporates. and public liability claims arising from all types of work- The work of our liability counter-fraud team has helped related injuries. Our expertise encompasses claims clients identify and tackle fraud rings which have become resulting from: disturbingly more frequent in the PL and EL sectors.

– Manual handling

– Falls from height

– Chemical exposures

Key contacts – Adequacy of protective equipment

Vikki Melville – Workplace maintenance Gilles Graham – Workplace stress Chris Murray – Bullying Jennette Newman

– Harassment between colleagues

– Harassment of staff by passengers / members : of the public

– “Trips and slips” by members of the public

– Holiday sickness claims relating to illness caused during flights 43

We act for a range of airlines and We understand that, whilst property isn’t your core Click to see our experience business, your property portfolio is likely to be one of Real estate service providers on departures and your most expensive assets, after your fleet of aircraft. arrivals lounges, ticket desks and Therefore we fully understand the importance of not only ramp leases, leases of crew rooms managing portfolios and premises, but also making them and planning work commercially. and management and letting of administration offices. 44

Real estate experience includes: Planning experience includes: – Advising the owner of London Southend Airport in: (i) securing planning permission for a runway extension Real estate – Acting for a Middle Eastern airline regarding their – Advising Peel Airports in: (i) securing planning following completion of a complex Section 106 lease and fit out agreements for the redevelopment and permission following a lengthy call-in inquiry for the Agreement, including successfully defending a claim extension of an existing VIP lounge extension at Terminal comprehensive redevelopment of RAF Finningley, which for judicial review in the Court of Appeal; (ii) securing 3, Heathrow Airport is now operating as Robin Hood Airport Doncaster and planning a faculty from the Diocese and a road closure order Sheffield; (ii) promoting an airspace change proposal – Acting for a major logistics company on a licence (following a further inquiry) to facilitate the runway and addressing the CAA’s concerns regarding a post- agreement for large warehouse and chiller facilities- extension; (iii) promoting a compulsory purchase order; implementation review, in each case at RHADS; (iii) licence fee GBP 55,000 per month (iv) promoting an order with the CAA pursuant to the securing planning permission for a new passenger Civil Aviation Act to secure rights over third party land – Acting for a continuous licensed airport on forfeiture terminal and related employment/residential required for the installation of new approach lights; (v) advice development at Durham Tees Valley Airport; (iv) advising in connection with night flight restrictions; (vi) objecting (and, ultimately, securing a compromise – Advising in respect of an agreement to develop and securing various compromise agreements with wind agreement with a helicopter operator) proposing a new lease a private passenger terminal farm operators in the vicinity of the Airport; and (vii) operation close to Durham Tees Valley Airport; and preparing new bye-laws – Acting for a number of airlines on their real estate (v) advising in connection with the master plan for interests in the UK, including advising on: Liverpool John Lennon Airport – Advising Newquay Cornwall Airport on various planning-related matters • Leases and general asset management for CIP – Securing planning permission, on behalf of the airport Lounges and Arrivals Lounges at Heathrow Airport owner, for a new passenger terminal at Coventry • Leases and licences of ticket desks, crew rooms, Airport, which included 2 lengthy back-to-back public engineering rooms and office space at Manchester, inquiries (including the longest enforcement inquiry on Gatwick and Heathrow airports record) and in the face of a substantial objection from Birmingham Airport about potential airspace conflict • Leases of regional/branch office accommodation Key contacts

Real estate: Daniel Keys Keith Conway

Planning: Ian Ginbey Brian Greenwood 45

Clyde & Co has the largest dispute Our dispute resolution team includes over 400 litigators Click to see our experience worldwide and more than 70 partners who are General resolution practice of any UK law firm international arbitration specialists with considerable and one of the largest in the world. experience in large scale disputes in all of the major disputes We are specialists in alternative dispute international arbitration hubs. resolution and international arbitration Our group has three key elements: proven disputes expertise, deep sector understanding and global capability. in both developed forum and emerging Recognised as ‘pre-eminent’ and ‘elite’ by the directories, market centres. we take a practical, commercially-minded approach to resolving disputes across the full range of sectors.

We understand the different ways a dispute can be resolved, and are flexible enough to respond to the idiosyncrasies of each dispute and our client’s needs as they develop. As a result of our close sector alignment, resolving disputes is in our DNA, and we stand out as one of the leading practices in the market.

We have a central position in the aviation market with a long tradition of representing airlines, ground handling agents and major airports in respect of liability and advisory matters. Our UK and European operations have been the foundation from which the firm has expanded and this region includes some of the most long-established Clyde & Co offices. With 10 offices in the UK including our London head office and offices in Paris, Nantes, Dusseldorf, Hamburg, and Madrid, we have over 700 lawyers widely recognised for their expertise across all practice areas. This capability can also access an extensive network of European based counsel with whom we have trusted working relationships. 46

We protect client interests during litigation in the courts, – Represented Petrobras in an UNCITRAL arbitration Commercial litigation whilst always being mindful of the potential economic emanating from a joint venture agreement for the General Experience includes: and publicity benefit in achieving early resolution where construction and operation necessary. – Defending 38 law firms sued in a third party claim – Representing a state aviation authority in relation to to a CAD 750 million class action suit by Canadian Arbitration a dispute concerning the construction of an airport disputes dealerships alleging violation of various Canadian terminal Experience includes: franchise acts by an auto manufacturer and violation – Acting on behalf of Italian and US process control of duty of care by a major Canadian law firm – Advised a client against a global aviation manufacturer software manufacturers in relation to allegations of in ICDR proceedings concerning the validity of the – Representing the Australian arm of a multi-national defective supply with Greek litigation and Belgian ICC arbitration agreement in a contract. This raised a novel catering company in connection with an alleged arbitration valued at EUR 60 million jurisdictional argument which had never before been listeria contamination, involving an indemnity claim considered. In essence the claimant sought to argue – Representing a TMT company in an ICC arbitration, by the carrier in respect of 180 plus claims pursued in that an arbitration clause in a settlement agreement valued in excess of USD 300 million, concerning a joint Australia, and an investigation into the downstream that was never executed was nonetheless valid. The venture dispute, which was successfully settledof a supply chain Claimant failed in this argument, but it was a bit of power generation facility – Defending a class action suit of CAD 370 million alleging a warning that parties need to be careful to state in conspiracy in price fixing of oil and gas in the Province negotiations that nothing is intended to be binding, of Quebec in violation of the Quebec Civil Code and including the arbitration agreement, unless and until a Competition Act settlement is finally concluded and formally executed – Acting for Singapore-based marine manufacturing – Winning an award of USD 600 million+ for our client, client in claims against former employees for setting an offshore company, in an LMAA arbitration against up competing business in Malaysia, siphoning business a South American state owned company for breach of and conspiring to disrupt business by unsettling the contract workforce – Prevailing in a London arbitration where the Panel ruled – Advising a UAE-based investment fund on a post- under New York law, the insured was not entitled to any acquisition dispute with a vendor and current coverage with respect to its USD 200 million claim arising anchor tenant relating to the maintenance of a large out of its manufacture and sale of allegedly defective commercial office building in Riyadh pacemakers Key contacts – Acting for a major subcontractor in a Supreme Court of Victoria proceeding involving AED 330 million in claims Chris Burdett arising from the employer’s termination of the main contractor to the Minerva coal mine project 47

Given the ease with which companies We act on both contentious and non-contentious matters, Click to see our experience including those involving fraud, across a wide range of Insolvency can now invest in and interact with sectors. We understand our clients’ needs and offer a other jurisdictions, and how swiftly and down to earth approach, with on-going support at every and easily funds can be transferred around stage of the process. the world, a significant number of We advise on all formal and informal insolvency procedures, including solvent and insolvent restructurings, insolvencies involve cross-border issues. administrations, CVAs, and all forms of receivership and reorgnisation liquidation. We regularly act for: (i) company directors in consideration of their duties; (ii) insolvency practitioners; and (iii) members and other stakeholders in relation to a distressed or insolvency scenario. 48

Experience includes: – Acting for a French airline, in relation to the proposed voluntary liquidation of one of their ticketing agents. Insolvency – Acting for a major airline in advising on all insolvency We also advised in relation to the airline’s claim in the related issues following the collapse of a number of insolvent estate, pursuant to the provisions of a wet competitors, including in respect of take-off and lease agreement brokered by the agent and entered landing slots and into between the client airline, the agent and other – Acting for an international airline in relation to the airlines. This included advice in relation to the nature administration of one of its essential suppliers. This of the deposit provided on inception of the wet lease reorgnisation included advising on an agreement for the insolvent agreement and whether our client’s claim in relation to company to continue to supply to our client during the the deposit would be treated as a secured claim in the period of the administration and later novating the insolvent estate relevant supply agreements to the purchaser of the – Acting for IATA in relation to the proposed voluntary business and assets of the supplier liquidation of a number of ticketing agents involved – Advising a major international airline on all insolvency in frauds against IATA (and others). related issues arising out of their purchase of the The agents placed themselves into creditor’s voluntary entire portfolio of take-off and landing slots at liquidation. As part of this instruction, we attended London Gatwick, formerly held by Monarch (now various virtual creditors’ meetings on behalf of IATA in in administration). The slots were sold by the their capacity as a creditor in the insolvent estates, in administrators and represented the largest asset of order to ensure the appointment of liquidators approved the administration estate by IATA to investigate the frauds and seek to realise assets into the insolvent estates – Acting for a major international airline in relation to issues arising out of the administration of one of their critical suppliers. This involved negotiating with the administrators in order to protect its interests, without being held to ransom by the supplier. With the support of the airline, the administrators were able to continue trading the business, until such a time as a sale of the supplier’s business and assets could be achieved Key contacts – Acting for the administrators of a GBP 70 million Duncan Lockhart turnover aviation recruitment business in effecting Andrew Ramsden a pre-packaged sale of its business and assets 49

The protection of intellectual property Our specialist IP team advises on the full range of Click to see our experience contentious and non-contentious IP related matters, Intellectual rights not only provides a solid assisting clients with the protection, enforcement and foundation for a company’s future exploitation of patents, trademarks, copyright, designs, development, but is also an effective know-how and trade secrets in the Middle East, the UK property and around the world. defence against increasing competition in both local and international markets. 50

Experience includes: Intellectual – Advising an African airline on the IP aspects of a purchase of a fleet of aircraft from Airbus

– Advising a major GCC airline on IP ownership dispute property over the design and patents of a revolutionary seating concept. Preparing new patent filing strategies and advising on related freedom to operate searches. Undertaking IP due diligence and advising on commercialisation of IP

– Handling a Middle Eastern airlines’ extensive trade mark portfolio globally, including protecting its core brands in over 60 jurisdictions

– Advising a UAE-based manufacturer regarding trade mark infringement proceedings in the UAE and in relation to bifurcated patent proceedings in Germany (a patent infringement claim against our client and related invalidity proceedings brought by our client). Our advice also extended to potential patent litigation in the UK in relation to the same product, and strategies for our client to “clear the way” to enter the UK market

– Managing a global hotel groups trade mark portfolio in 35 countries, and providing related advice to the management teams on brand strategy and implementation

– Advising a parts manufacturer on a passing off dispute arising from a third party’s sales of unauthorised spare Key contacts parts using the client’s brand name and product codes

Ralph Cox – Advising an aviation services organisation on trade Mark Devaney mark protection for its services 51

Understanding the risks surrounding Many companies operate in or around challenging Click to see our experience jurisdictions and this can make them liable to sanctions Sanctions trade sanctions is essential for legislation. Understanding the risks is essential, and organisations involved in transportation. getting the approach and risk management wrong can We are acknowledged as a market result in high financial penalties, substantial reputational damage and market perceptions that can be difficult leader in this space and our expertise to alter. is supported by our sector knowledge and experience of working in new and emerging markets. The growing number and complexity of sanctions means that organisations not only have to look to their domestic law for regulatory guidance but also to the law of other jurisdictions, in particular the US and the European Union. 52

Experience includes: – Advising a UK insurer on potential UK/EU and US sanctions infringements. Conducting an internal Sanctions – Representing the aviation market in obtaining investigation and subsequently preparing the sensitive numerous licenses from US sanctions regulators to pay voluntary disclosure to the FCA and OFAC, with claims arising from aircraft crashes including in respect proposed remediation actions of Ukrainian International Airlines Flight number 752 near Tehran on 8 January 2020 – Advising an international freight company on possible breaches of the Iranian sanctions regime which was – Acting for JAT in ICC proceedings on a dispute under investigation by the NCA concerning frustration of a long term contract, arising out of sanctions and return of maintenance reserves – Advising clients on the implication of the imposition of trade sanctions against Russia, Iran and Syria by the US – Advising on an investigation by the National Crime and the EU Agency into potential sanctions breaches – Advising a private equity fund on sanctions compliance – Advising clients, including a UAE based tanker for investments in Tehran Stock Exchange shipowner/operator wishing to trade in Iran on sanctions issues – Advising various underwriters in relation to sanctions against Iran, North Korea, Cuba, Sudan, Syria – Advising trading companies on issues arising from and Somalia sanctions against doing business in, among other places, Iraq and Syria – Advising insurers, brokers and investment banks on sanctions and financial crime compliance and – Advising an owner in relation to a voyage order from exposures relating to specific insurance risks charterers to load a crude oil cargo out of Libya, and claims including as to whether the owner could comply with the voyage order without being in breach of sanctions

Key contacts – Providing advice on the implementation of UN UK: financial sanctions by Singapore; whether Singapore John Whittaker has implemented UN Security Council Resolution Charles Kuhn 1970 (2011) against Libya; and whether Singapore has Patrick Murphy expanded its list of designated persons following the implementation of EU Regulation 503/2011 North America: Doug Maag 53

As competition in the aviation market Using our experience of negotiating high-value contracts with leading industry players, we can help you navigate Technolog y intensifies, participants are continually the technology minefield. We are adept at finding out searching for new ways to engage what the airline’s needs are for a particular technology with and retain customers and drive project, explaining in plain English where the contracts provided do not meet those needs and then working with efficiencies. Technology, innovation technology suppliers and the customer to ensure that the and the use of specialist third parties actual signed contracts meet the customer’s requirements. are increasingly at the heart of these We have a good understanding of what customers want developments. Our team advises on and where they tend to run into difficulties, whilst our truly global reach means that we have the depth of major technology arrangements – knowledge and capability to support our clients wherever from SaaS and the Cloud through to they may need our assistance. technology licensing and maintenance, mobile apps and the adoption of ‘disruptive’ technologies.

Technology and data are now widely recognised by the aviation sector as two of the key tools through which they can evolve and adapt their businesses to secure a competitive advantage – from helping airlines engage with their customers to creating new distribution models; reducing cost through self-service technology; helping Key contacts airport infrastructure to handle increased capacity; improving operational flexibility; and enhancing the Tom Tippet passenger experience and reducing turnaround times through enhanced on-board connectivity. 54

The introduction of onerous data Our dedicated data protection team provides organisations Click to see our experience with full service data protection and privacy advice, with Data protection laws around the world, in the flexibility to adapt our approach to meet the individual particular GDPR in Europe, and the data needs of our clients, acting as a trusted sounding board, trials and tribulations of well-known providing strategic advice and resource or providing a fully protection outsourced service model, as required. companies mean that data protection Individuals are now much more aware of their data is now a Board level issue – particularly protection rights and dealing with the issues that arise out for the aviation sector, which deals of individuals exercising those rights is becoming a serious with both consumers and businesses business concern for all organisations, both large and small. In particular, responding to subject access requests has and store and continually process large become a real headache for businesses due to the number volumes of personal data of data subjects and/or circumstances in which they are made. If sheer volume of subject access requests is an issue for you, we around the world, often outside of where have solutions that can help relieve some of the burden. they are headquartered. If, on the other hand, you need help with requests made in sensitive situations – as part of a dispute, passenger complaint or employment issue or as a tool in litigation – we have experience of dealing with these types of requests and can help you comply with your obligations whilst minimising the amount of damaging information you provide as part of your response. A core part of dealing with subject access requests is keeping data protection regulators on side. Working with the regulators is an important part of any data protection compliance function and our team has strong relationships with regulators and relevant industry bodies, enabling us to resolve privacy issues quickly and with the minimum of fuss. 55

Experience includes: – Advising a European airline on a contentious subject access request Data – Advising a leading airline company on GDPR compliance, including drafting new policies for – Advising a Middle East regulatory authority on the data privacy, processing, transfers and data modification of its data protection legislation to align protection protection officers with GDPR and other international best practice – Advising a European airline on the provision of – Drafting the new Electronic Transactions Law for technology and other services for its new UK operation Dubai International Financial Centre (DIFC Law No. 2 of 2017) to clarify the enforceability of e-signatures, – Advising a global airline parts manufacturing group the equivalence of electronic records and the validity in relation to GDPR services of electronic contracts – Advising Senior, one of the world’s largest aerospace and – Localising the data privacy policies of international component manufacturing companies, on its contract corporations for consistency with local market for a back-office treasury and risk management system requirements for their global finance function – Advising the MRO Blockchain Alliance (including airline members)

Key contacts

UK: Mark Williamson Ian Birdsey

MEA: Dino Wilkinson 56

Our experienced global team advises Cyber clients on all cyber and data related Prevent Respond issues, from policy drafting to incident Pre-Breach services include: Breach Response services include: response. In the event of a cyber – Risk management services – Dedicated 24-7 cyber incident hotline incident, we can support in responding – Breach readiness audits to assess current cyber – Timely, high level, initial response to reported to the breach and representing you in resilience and information handling systems incident the defence of claims or investigations. – Advising on breach response plans – Regular updates to clients (via external breach co-ordinators if appointed)

One of the most obvious global data protection issues is data breach. Data breaches have the potential to cause significant financial and reputational damage, as well as huge disruption, to businesses such as yours. Our world- leading data breach response team can help you prepare for, and respond to, all aspects of a data breach based on Manage Reflect current best practices and wherever in the world the Claims and Regulatory services include: Post-Breach services include: breach occurs. – Management of regulatory notifications and – Working with the chosen third party suppliers investigations resulting from a breach to assist with reviewing the cause of the breach

Click to see our experience – Defence of any actions taken against the – Working with clients to develop new procedures policyholder – Providing additional training to policyholder – Defending, managing and representing staff to raise awareness clients in complex litigation 57

Experience includes: – Advising a financial institution in Singapore following Click to see our experience a personal data breach incident involving unauthorised Cyber – Advising a regulated business on the cyber hacking of emails sent from the computer system of a third party its systems resulting in the loss of significant numbers service provider to the customers of the financial of customer data including financial, sensitive personal institution data and credit card details – Advising on a major hacking incident against the – Advising on retail breach impacting in excess of 50 outsourced service providers to an Omani bank that million people resulted in a loss of USD 42 million for the bank relating – Acting for a major logistics provider in relation to to pre-paid debit cards processing of employee data, including representing – Advising a university following a high profile phishing the company during an ICO investigation and dealing attack against its students’ university email addresses, with employment law implications and customer resulting in a number of coordinated frauds, in relation communications to management of the suspected security breach and on – Advising a company in France on the management the university’s exposure to claims for damages of an unauthorised release of personal information – Advising a major player in the technology industry on including personal data the privacy implications associated with the roll-out – Advising an international hotel operator in respect of of several of its high profile online products across a a data breach arising from its customer loyalty scheme number of Gulf States

Key contacts – Advising in relation to a high profile claim in Hong Kong – Advising on high-profile national healthcare breach involving the breach of personal data privacy laws by impacting in excess of 10 million people UK: Octopus, the first large scale contactless smartcard Helen Bourne – Advising on cyber risk wordings for use in the province payment system in Hong Kong, including defence of Ian Birdsey of Quebec and compliance with Quebec law investigations by the PCPD

Europe: – Advising an ASX-listed international fast food company Pierre Affagard on its response to a suspected data breach following Australia: customer complaints and a resulting investigation by John Moran the Privacy Commissioner

Americas: Marc Voses 58

Dispute funding has become an Disputes funding offers a solution for those who cannot Representative of our knowledge in this area, we recently pursue strong claims due to the associated costs and closed the largest ever funded corporate portfolio claims Disputes essential tool in the litigation resolution perceived risks, and/or offers a solution to those who want deal for a leading global aviation client. In this deal, we toolkit and has become increasingly and choose to take the cost of the dispute(s) off balance are acting on the enforcement of all of our client’s debt commonplace in dispute resolution sheet. It also provides the ability to transfer risk, release claims on a no-recovery-no-fee basis. As well as taking funding resources back to the business, realise revenue from claims their claims “off balance sheet”, the arrangement means – whether in relation to large-scale and to avoid the adverse accounting impacts from ongoing that smaller debts which would otherwise have been litigation or smaller debts that are dispute expenditure. uneconomic to litigate can be pursued, enhancing cash flow and total recoveries. difficult to recover. Key benefits include: The Clyde & Co Fund – Reduced or no cash flow drain, thus maintaining cash for other business priorities We continue to develop and offer innovative solutions to satisfy client needs. Clyde & Co was the first global firm – Pursuing claims that bring value to the business that in 2019 to announce a multi-million pound relationship wouldn’t otherwise be pursued (e.g. due to the legal with a litigation funder, this non – exclusive arrangement expenses associated with the effort) with litigation financing experts Litigation Capital – Hedging risk exposure (e.g. no risk of losing more money Management (LCM), a recently Aim-listed global litigation in unrecovered costs and certainty of exposure) financing company makes funding available for our clients worldwide for claimant or defence work and on a single – Reporting and accounting benefits (e.g. minimising case or portfolio basis. the impact of legal spend on profitability) If you wish to know more about how this type of Clyde & Co have built deep internal skill-set and strong arrangement works or may benefit you please let us relationships with various funders enabling us to best know or visit our website and get in touch here. Key contacts develop bespoke solutions for our clients via, in essence, looking at your claims portfolio as an asset that has value Richard Power and can be financed. We have good working relationships Ben Knowles with all the leading funders, working with our clients to find the best solution in each case. 59

We provide trade and commodities We advise on a range of product types from vanilla trades Click to see our experience through to more complex financial products, transformer Fuel hedging lawyers that have experience with fuel products and asset backed securities including: hedging transactions. Our team advise – Interest rate swaps on all categories of derivative products, – Forex including ISDAs, bespoke OTC derivative – Equity derivatives contracts and repo agreements – Commodity derivatives to corporate clients and financial institutions. – Credit default derivatives – Credit linked notes

The team has been active in advising on restructuring, renegotiation and the workout of derivative portfolios and has experience of litigating against banks. 60

Our experience includes advising: – Advising IATA on the creation of a trading venue for EU emissions allowances and compliance with MiFID II Fuel hedging – Advising a French bank on set off and local law provisions affecting derivatives in Tanzania including – Advising a Nigerian bank on EMIR compliance discussions with the relevant Ministry – Advising a major European property developer on the – Advising Energy UK, the UK association for the power sale by Bank of Scotland Plc of a substantial portfolio and gas market on the regulatory status of contracts of derivative hedging transactions to a group of for difference created under the UK electricity market Luxembourg funds reform, providing a legal opinion and meeting with the – Advising a trading company on set off arrangements FCA to obtain an agreed position on behalf of and the enforceability of insolvency in Venezuela the market – Acting for a number of clients terminating derivatives – Advising a major international trader on derivatives with Lehman Brothers during the credit crunch documentation and associated collateral arrangements including ISDA Master Agreements and Credit – Advising on the netting pool launched by NOS Clearing Support Annexes to address counterparty risk

– Drafting a standard form master agreement for – Acting for an Asian shipping company on the repos for a metals trader and advising on associated restructuring of FFAs to avoid counterparty risk regulatory issues in the US, Singapore, the Netherlands, Switzerland, Malaysia and South Korea

– Advising a trading company on its hedging policy and eligibility for the ancillary activities exemption under MiFID II

– Advising clients on the application of MiFID II and the UK Financial Services Act to their trading business

Key contacts

Clare Hatcher Robert Parson 440 Partners

1,800 Lawyers

4,000 Total staff

50+ Offices worldwide* www.clydeco.com

*includes associated offices

Clyde & Co LLP is a limited liability partnership registered in England and Wales. Authorised and regulated by the Solicitors Regulation Authority.

© Clyde & Co LLP 2020

1360952- 12 - 2020