Corporate & Commercial Transactions Capabilities

Contact: 

Pablo Melhem
5411 5237 1010
[email protected]

The distinctive hallmarks of GFM Abogados are the professionalism, capabilities, and sophistication of its lawyers.

Our professionals are highly qualified to render a wide range of legal services to commercial, industrial, and service companies from around the world. Our practice in corporate transactions includes the structuring of complex transactions within limited periods of time, as well as providing legal advice to foreign companies and businessmen doing business in Argentina.

Our client base is formed by leading Argentine and Multinational companies in the most diverse sectors and industries. By means of an example, we are proud of rendering legal services to the following companies and financial institutions through time:

• Binance
• Bupa Latinoamerica
• CH2M Hill
• Enron Group
• FTI Consulting Inc.
• Hongta Tobacco Group
• Inabata America Corporation
• Novomatic AG
• Meta
• Power China
• Silver Standard Resources Inc.
• Transnational Foods Inc.

The key members of our team of professionals have developed a solid professional reputation in their respective areas of expertise. Their academic and professional background acquired at the most prestigious Universities and Law Firms both in Argentina and abroad, places our team in a position of privilege within the Argentine legal services market.

Contact:

Brett Cowell
61-8-8228-1111
[email protected]

The Cowell Clarke corporate transactions team includes 7 directors, 4 associate directors and 18 lawyers. The team works closely with several of our other directors and lawyers in a broad range of areas as may be required for a particular transaction.

The corporate transactions group works with our clients across the full spectrum of corporate and commercial transactions. These include Australian Securities Exchange (ASX) listed and private company takeovers, mergers and acquisitions, equity capital markets matters including ASX listings and fundraising, corporate debt financing and restructuring, corporate capital management and share structuring matters, ESG related advice and compliance, shareholder activist and general shareholder matters, Australian Takeovers Panel applications, corporate financial services, private equity and venture capital transactions, director and senior executive arrangements including remuneration and incentive matters, ASX and Australian Securities and Investment Commission (ASIC) regulatory and compliance advice including advice to companies and their directors, Foreign Investment Review Board advice, compliance and approval applications, shareholder agreements, high net worth family matters and large public and private charity matters, corporate taxation, corporate governance and general corporate transactions. 

M&A and equity transactions

• acted for Arcade Finance in its successful takeover of ASX listed Godfreys Limited. The takeover commenced as hostile but was finally recommended by the target directors
• acted for AIRR Holdings Ltd in the successful scheme of arrangement by which the company was acquired by Elders Ltd
• acted for ASX listed Adtrans Ltd in its takeover by AP Eagers Ltd to form one of Australia’s largest car and truck dealerships
• acted for Fusion Retail Brands on its $150m merger with Munro Footwear Group to form Australia’s largest footwear company
• acted for Duxton Water Limited on its ASX listing and its subsequent further capital raising via a rights offer, as the first and only listed pure water investment company
• represented Smoke Alarms Holdings Ltd before the Takeovers Panel in successfully defending an application in a contested share rights issue
• acted on instructions for an ALFA International US colleague firm to provide Australian corporate and tax advice in connection with a merger led by our colleague firm
• acted for large US corporation on its acquisition of 2 Australian companies including Foreign Investment Review Board advice and clearance application
• advice to corporate clients regarding Australian Foreign Investment Review Board regulations and compliance in the context of mergers and acquisitions and asset transactions and assisting clients with applications to FIRB for approvals of transactions.
• acted for an Australian company on the de-merger of its major business undertaking in the context of shareholder activism from the company’s largest minority shareholder
• acting for Australian public company in its proposed acquisition of a corporate group with operations in Australia, South American, the US and Europe
• acted for oilfield services company Condor Energy Services Ltd on a series of multi-party complex series A capitalization and re-financings of $50m
• acted for ASX listed medical company on its acquisition of a Californian medical company with specialist advanced technology
• advised the managed and hedge fund operator Regal Funds Management Pty Ltd on its acquisition of a substantial interest in an unlisted water fund manager
• acting for Australian company in relation to shareholder and director matters in connection with its major European substantial minority shareholder

Directors, shareholders, employees and governance

• advising the directors of a public company on the discharge of their duties in the context of complex commercial transactions involving long term substantial commitments
• acted for ASX listed company to establish senior executive and executive director share and option arrangements, including working with ALFA International US colleagues on corporate and tax aspects related to US based senior executive
• advising venture capital, private equity and private investors in connection with shareholder and other investment agreements, drafting documents including subscription and shareholder agreements and joint venture arrangements for a broad range of enterprises ranging from start ups to mature companies
• acted for Australian public company on the complex restructuring of its directors and senior executives share option plan and detailed capital management measures including detailed corporate transaction and tax advice necessitated by the outstanding performance of the company that had led to significant and potentially adverse taxation considerations
• Advising several boards of directors on directors duties in relation to cybersecurity security and resilience, including practical steps boards ought to be undertaking in this fast developing space
• Advising corporate clients on matters including terms of engagement of executive and non-executive directors, D&O insurance, deeds of indemnity and access, duties, obligations and rights of directors and claims by directors against their companies

Corporate structuring

• acted for Hong Kong based company on its establishment of European based manufacturing facilities and multi-jurisdictional distribution arrangements and its subsequent change of jurisdiction and introduction of new substantial shareholder
• acted for several overseas companies on their establishment of corporate and business operations in Australia, including structuring advice, registration, director and employee contracts, employee equity ownership arrangements, compliance and regulatory matters and tax structuring and compliance
• acted for major equipment supplier corporate group on entire group restructure including corporate tax advice, asset sales, corporate reformations, financing rearrangements and shareholding restructures
• acting for large Australian charity on its acquisition by merger with another charity group and consequential major corporate restructure
• advising a public company on the establishment of a low volume share market facility and making the necessary application to ASIC
• acted for Australian public company on its share buy backs including arrangements involving shares and options held by senior executives under employee share ownership schemes

ESG

• advising several public companies and major charitable organisations on a wide range of ESG matters including Modern Slavery Act policies and investigations, reporting and compliance; whistleblower policies, compliance and investigations; carbon emissions management and abatement and carbon farming projects; training, compliance and investigations; workforce and wage compliance matters
• advising on and drafting foreign corrupt practices policies and procedures, undertaking employee and contractor training, undertaking and preparing reports and recommendations on (alleged) foreign corrupt behaviour and the consequences

  Disputes

• acted for the independent directors of Sino Australia Oil & Gas Ltd on serious corporate governance issues, reports to ASIC, contested claims and subsequent ASIC investigation and winding up of company
• acted for a minority shareholder in an oppressive conduct claim arising from a selective capital reduction conducted by the company and achieved successful outcome at mediation before trial
• advising company in connection with allegations made by substantial minority shareholder of negligent or improper accounting and management practices by the company’s board
• acted for a company to defend a series of allegations and court actions by a minority shareholder in relation to a management buyout transaction

Contact:

John Hutchings
 +61-3-9608-2000
 [email protected]

Types of corporate transactions in which we have particular expertise

The Cornwalls corporate transactions team has a broad range of experienced advisors which allow us to meet the needs and requirements of our clients. Areas of expertise include mergers and acquisitions, ASX and ASIC listings, corporate governance, capital raisings, equity capital markets, IPO’s and ICO’s, franchising agreements, managed investment schemes, privacy, and private equity. The industries our corporate transaction team deals with:  Banking and Finance, Agriculture, Retail, Wholesale and Manufacturing, FMCG, Tax, Property, IP, Employment, Construction, Fintech and IT.

The size of our corporate transactions team

The Cornwalls corporate transactions team comprises of 8 partners and 25 lawyers. The team works closely with other practice groups in the firm, as may be required on a transaction.

Examples of transactions we have undertaken

• Acted for Anaconda Group Pty Ltd in its acquisition of the Mountain Designs international brand portfolio.
• Negotiation of documents AU$55 million inventory finance facility provided by financier to a multinational steel importer.  
• Acted for a leading Australian retail and property group in the establishment and variation of two syndicated loan finance facility one for AU$150 million and the other for AU$200 million.
• Acted for leading footwear group, the Munro Footwear Group, in a $150m merger with Fusion Retail Brands, to form one of Australia’s largest footwear wholesaler and retailers
• Acting for the private consortium successful in bidding for a licence to enter the Australian A-League football competition with the formation of a football club in Western Melbourne and the construction of a 15,000-capacity stadium and mixed use development.
• Acted for a listed global corporation, in a number of strategic acquisitions and dispositions within the Australian market involving M&A, corporate, tax and employment and industrial relations advice
• Acted for the Spotlight Group in relation to its involvement in the Home Consortium which acquired the Master’s stores property vehicle, from Woolworths in a circa AU$700m deal giving the consortium in excess of 500,000 square meters of retail space located across Australia for the development of multipurpose large format retail centres  
• Acted for SKF, a global OEM of industrial and ball bearing products, on the AU$60m divestment of its Australian distribution business to engineering giant, Applied Industrial Technologies
• Acted on a circa AU$30m sale of one of Australia’s largest coffee roasting and wholesale businesses, the Bean Alliance, to the Milan listed Massimo Zanetti Beverage Group – a transaction which involved the transfer of hundreds of customer contracts and a number of employees, together with complex structuring advice, an earn arrangement and complex issues relating to the Personal Property Securities Act
• Acted for one of Australia’s largest quarrying, concrete and construction materials companies, in a number of strategic acquisitions of quarry sites around Australia, involving the transfer of permits, licences and work authorities, extensive plant and equipment, employees and real property matters.
• Assisted the same company with a number of complex negotiations with government bodies (through the VCAT process and otherwise) in relation to its operations and the expansion of sites, including in the Fisherman’s Bend Precinct (Victoria’s largest urban growth project)        
• Acting for a large private company in meeting all lenders required due diligence conditions and advising on the facility and security documents required in a syndicated refinance deal totalling AU$900 million.
• Re-drafting security documents for an invoice-discounting financier, following its amalgamation with a mid-tier bank.
• Acting for a mining company in a ‘reverse’ takeover of a US company, involving cross border issues and challenges (AU$30 million).
• Acting for management in a buyout of one of Australia’s largest mortgage originator (AU$150 million).
• Acting for a major lender in take-out finance secured over a 155 room hotel (AU$25 million).
• Advising a major financier on the implications of the Anti-Money Laundering and Anti-Terrorism Financing Act.
• Acting for an institution regarding its adoption of the Basel II Operating Risk procedures and reviewing and advising on the effectiveness of securities and enforcement.
• Documenting the funding facilities required for many large commercial and residential developers, including negotiation with builders on the lender’s behalf, review and approval of pre-sale contracts and pre-lease arrangements.
• Successful listing and privatisation of several Chinese entities, eg, Treyo Entertainment, Xiao Xiao Education etc.
• Assisted clients from mainland of China, Hong Kong and other countries on numerous successful acquisitions of business in Australia including structuring advice, legal due diligence, drafting relevant documents and FIRB.
• Advising in various IPOs and backdoor listings for Chinese entities seeking to list on ASX and NSX
• Assisted Chinses companies in securing substantial shareholdings in ASX listed companies
• Assisted various Asian clients to establish a crypto exchange in Australia

Contact:

Simon Panegyres
+61-8-6167-9855
[email protected]

Types of corporate transactions in which our firm has particular expertise

Mills Oakley advises a diverse range of clients, from ASX 200 companies and multinational corporations to SMEs, as well as state and federal government agencies. We have especially strong industry knowledge in the resources and energy, construction and engineering, technology and IP, aged care, financial services, and manufacturing industry sectors. While we run matters across all aspects of commercial law, we are particularly well known for advising on M&A deals in the AU$20 million to AU$300 million bracket.

Our services include:

• mergers and acquisitions (including cross-border transactions);
• capital markets (including IPOs, rights issues, convertible notes and underwritings);
• private equity and venture capital;
• corporate governance, compliance programs and shareholder matters;
• general commercial agreements, procurement and supply chain;
• construction contracting;
• competition law, consumer protection, product development and go-to-market;
• joint ventures, partnering, outsourcing and offshoring;
• licensing, franchising and distribution;
• advice for foreign entities doing business in Australia;
• software licensing and technology; and
• all aspects of intellectual property management and licensing.

 The size of our firm’s corporate transactions team

With over 20 partners and special counsel and a full team of experienced lawyers, we are one of the largest national firm corporate advisory teams in Australia.

Examples of transactions our firm has undertaken

• Advising the Link Group on its successful A$1.6 billion consortium bid for Property Exchange Australia Limited. The consortium was comprised of Commonwealth Bank of Australia and Morgan Stanley Infrastructure Inc, with the Link Group as the cornerstone investor.
• Acting as ASX-listed Appen Limited’s Australian legal counsel with respect to its US$300m (~A$425m) acquisition of San Francisco-based Figure Eight Technologies, Inc.
• Acting for Princess Polly Group Pty Ltd, an online fast fashion business, and its shareholders in respect of the sale of a controlling interest to a US-based private equity group.
• Acting for Intermin Resources Limited in relation to its proposed acquisition of:
  • all of the shares in ASX listed MacPhersons Resources Limited by means of a scheme of arrangement to create a significant new gold explorer and producer; and
  • the Coolgardie Gold Project from Focus Minerals Limited.
• Acting for Yara Pilbara (a subsidiary of Yara International ASA) in relation to major shutdown works for its billion dollar Karratha Ammonia Plant.
• Acting for WA Super in relation to its merger with Concept One to create a combined entity that manages over A$3.2 billion in funds on behalf of 60,000 members;
• Acted for oilfield services company Condor Energy Services Ltd on a series of multi-party complex series A capitalization and re-financings of $50m
• Advising Bell Potter Securities Limited as lead manager/underwriter on the A$265m IPO of shares in funeral operator Propel Funeral Partners Limited and listing on ASX; and
• Acting for Epuron Projects Pty Limited in relation to Epuron and IGP’s sale of the 75MW Clermont Solar Farm to Wirsol.

Contacts:

Melanie Gassler-Tischlinger
+43 512 571811
[email protected]

Andrea Pegger
+43 512 571811
[email protected]

GPK Pegger Kofler & Partners is the Austrian member firm of ALFA International. Our firm was founded more than 125 years ago and is one of the largest firms in western Austria. We have a very strong corporate law, M&A and commercial law focus and our partners have extensive experience and practice in advising and representing both international and Austrian companies, including start-ups and family businesses.

We assist our clients from the drafting and execution of foundation, purchase and participation agreements, through to the dissolution of companies.

In particular, we provide ongoing support to clients from the initial stage in connection with the choice of legal form (e.g. sole proprietorship, civil-law partnership (GesbR), general partnership (OG), limited partnership (KG), limited liability company (GmbH), flexible corporation (FlexCo) or stock company (AG)). Further, we advise during ongoing business (e.g. in the event of amendments to articles of association or changes to the shareholder structure), up to the dissolution or sale of the company.

In recent years, our law firm has also focused on assisting start-ups from the formation of the particular company structure, through investor rounds, to a possible exit. When advising family businesses, we pay particular attention to the interdisciplinary effects of succession arrangements on family and inheritance law matters.

Due to the expertise and size of our team, we are able to draw up company-related contracts and agreements of all kinds at short notice.

In addition to advising on the above-mentioned matters, we have many years of experience in advising board members, managing directors and supervisory board members (e.g. on liability issues) as well as companies in connection with the assertion of (damages) claims against their executive bodies. Further, we regularly assist individual shareholders in disputes with their co-shareholders.

Our team also focuses on advising foundations and foundation bodies (e.g. foundation board, advisory board) in all matters relating to foundation and property law.

Our attorneys are serving as members of supervisory boards and advisory boards as well as of foundation bodies.

Types of corporate transactions in which GPK has particular expertise and experience:

• Advice in all matters of corporate and commercial law
• Company foundations of all kinds, including advice relating to establishing companies in Austria (trade law etc)
• Due diligences
• Advising (family) businesses and their shareholders on ongoing business matters up to the dissolution
• Mergers and acquisitions (including cross border transactions)
• Company and family successions
• Start-Ups and family businesses
• Directors’ and shareholders’ agreements (e.g. syndicate agreements)
• Preparation of and representation at shareholder meetings
• Consulting for executive boards, managing directors and supervisory boards and well as drafting of rules of procedures
• Corporate governance
• Regulatory and compliance
• Joint ventures and spin-offs
• Commercial transactions
• Reorganisation
• Licensing, franchise and distribution
• Corporate debt financing and restructuring
• Employee benefits, stock options plans, remuneration
• IP/IT law
• Trade licenses

The size of our firm’s corporate transactions team

GPK’s corporate transaction team includes three partners and two associates who specialize in this field. The team is supported by partners with a range of expertise in other related areas, depending on the type of transaction concerned (e.g. employment, IT/IP, antitrust, data protection, real estate etc.).

Examples of transactions our firm has undertaken

• Acted in relation to the acquisition of shares in an IT security company by a European group; purchase price approx. € 15 million
• Acted in relation to the acquisition of shares in an electrical engineering company for a European group; purchase price approx. € 3.5 million including comprehensive legal due diligence
• Acted in relation to a group merger of planning companies in the field of electrical and installation technology and water management
• Acted in relation to the transfer of an educational institution to a subsidiary and reorganization of the contractual relationships
• Acted in relation to the restructuring of a holding company through merger, capital increase and revision of the articles of association
• Acted in relation to the restructuring of an investment company to transfer the majority shareholding to other entrepreneurs and educational institutions, volume approx. € 5 million
• Provided advice and support in relation to the founding of an enterprise with equity participation of international investors concerning a start-up for the recycling of building materials
• Advice and support in relation to the acquisition of a software company by an engineering company

Contact:

Charles Russell Speechlys is ALFA International’s member firm in Bahrain, England and France. The firm offers a broad range of skills and experience across the full spectrum of business and personal needs.

Types of corporate transactions in which our firm has particular expertise

Our market leading corporate practice is band 1 for Corporate M&A and works across the full range of corporate and commercial transactions for clients ranging from large public and privately-held businesses to wealthy individuals, family offices and wealth managers across the world. The group’s work includes public and private M&A, joint ventures and strategic alliances, reorganisations, restructurings, private equity (including MBOs, MBIs, buy-and-builds, secondary buy-outs and exits), capital markets (including IPOs, secondary public offerings, investment trusts and funds), corporate governance and related compliance, tax structuring advice (for corporates, funds, trusts and individuals), employee benefits, stock plans, acquisition finance (including bond offerings, structured finance and securitisations, Islamic finance, receivables finance and project finance transactions), a wide range of commercial transactions (including managed service and outsourcing contracts, IT contracts, supply chain logistics and procurement, sponsorship, merchandising, marketing and advertising contracts) and the full range of services for inward investors (including entity formation, employment, immigration, IP protection, EU regulatory, data privacy, real estate and tax).

The size of our firm’s corporate transactions team

Our Corporate team comprises over 200 fee earners across the firm, supported by many other fee earners with a range of other expertise as required on any particular transaction.

Examples of transactions our firm has undertaken

• Advised Applied Systems, Inc., then a portfolio company of Bain Capital (and now a portfolio company of Hellman & Friedman), on the acquisition of Insurecom, a leading software and connectivity solutions company serving the UK insurance industry.
• Advised Air Distribution Technologies, Inc., one of the largest and strongest independent providers of air distribution and ventilation products in North America, on certain matters in the UK and Luxembourg arising out of its sale by the Canada Pension Plan Investment Board to Johnson Controls, Inc. for $1.6 billion.
• Advised Shaw Industries Group, the largest carpet tile manufacturer in North America, on the acquisition of Scotland-based carpet tile manufacturer Sanquhar Tile Services. Shaw has annual revenues of almost $6 billion and is a wholly owned subsidiary of Berkshire Hathaway, Inc.
• Advised discoverIE Group plc, a leading international designer, manufacturer and supplier of customised electronics to industry, on the acquisition of the Santon Group via the purchase of its holding company EWAC Holdings BV.
• Advised long-standing client Civica Group Limited, an investee company of Partners Group, on its acquisition of VisionWare Limited, a company which provides innovative master data management solutions for local, regional and state government and healthcare.
• Advised the Board of Liverpool FC on its sale to Fenway Sports Group (and we have advised on numerous other soccer club M&A deals including in relation to Bolton Wanderers, Everton, Portsmouth, Nottingham Forest, Leeds United and Crystal Palace).
• Advised through our Bahrain office on the sale of its wholly owned subsidiary to one of the major telecommunications companies in Bahrain.
• Advised through our Bahrain office the shareholders of BAFCO in connection with the extensive restructuring of BAFCO as required to comply with an order issued by the Government of Bahrain.
• Advised through our Bahrain office Venture Capital Bank on its proposed majority investment in the Bahrain franchises of Caribou Coffee and Fuddruckers, which are currently 100% owned by a member of the Bahraini royal family.
• Advised through our Bahrain office Taj Hotel Group, an Indian brand forming part of the Tata Group of Companies, on a legal due diligence review for the separation of Sharia’a compliant and non-Sharia’a compliant income as well as reviewing its Hotel Operations Agreement.
• Advised through our Paris office the shareholders of Ogas Solutions’ group on the sale of Ogas Solutions’ group to SeaOwl Group. Ogas Solutions’ group is a specialist provider of integrated services and project management solutions to the oil & gas, maritime and energy industries worldwide.
• Advised through our Paris office the Caisse des Dépôts et Consignations (a French public financial institution) on the acquisition of a tower in Bordeaux, via a JV with Keys Selection.
• Having previously advised Zenium Holdings Limited on the sale of its Turkish assets in October 2017, we advised the management team and shareholders of Zenium Topco Limited on the sale of the company and its subsidiaries to CyrusOne Inc.
• Advised Battery Ventures on its disposal of Vero Software Limited, the leading global independent CAM software provider, to Swedish-based multinational Hexagon AB.
• Acting as local counsel to Bain Capital Partners LLC on the UK issues relating to its $1.8 billion disposal of Applied Systems Inc., an insurance software provider, to Hellman & Friedman LLC.
• Advised through our Bahrain office Venture Capital Bank, an investment bank, on its proposed majority investment in the Bahrain franchises of a coffee chain and fast food chain which are currently 100% owned by a member of the Bahraini royal family.
• Advised egg-free, fresh cream cakes retailer Cake Box Holdings plc on its IPO on AIM. The founder shareholders sold 41% of the business to institutional investors, and the company had a market capitalisation of £67m on IPO.
• Advised MayAir Group plc, the AIM-listed manufacturer, developer and provider of air filtration equipment and clean air solutions, on its £50m acquisition by Poly Glorious Investment Co Ltd by a court sanctioned “scheme of arrangement”. We also advised MayAir on its 2015 IPO.
• Advised Chelverton Small Companies Dividend Trust plc on a combined Main Market issue of C shares (by way of an offer for subscription, intermediaries offer and placing) and zero dividend preference shares by a newly incorporated subsidiary of Chelverton, together with a “rollover” of existing zero dividend preference shares via a reconstruction.
• Advised India Capital Growth Fund Limited on its move from AIM to a premium listing on the Main Market (market capitalisation on admission was £129m).
• Advised AIM listed fastjet plc on its placing and subscription to raise total funds of $44.2 million in connection with agreements to enable expansion of the fastjet brand into South Africa and Mozambique, as well as access to three ATR 72-600 aircraft for 10 years.
• Advised Shefa Yamim, a minerals company focused on the exploration for precious stones in Northern Israel, on its listing on the Main Market.
• Advised through our Bahrain office BMB, a wholesale bank listed on the Bahrain Bourse, on its proposed voluntary unconditional takeover by its largest existing shareholder.
• Advised through our Bahrain office National Bank of Kuwait regarding the restructure of the first development financing provided by this private bank, involving complex offshore and trust structures involved and security in multiple jurisdictions.
• Advised a Caribbean Government on the restructuring of a national bank.
• Appointed through our Bahrain office by the Central Bank of Bahrain as External Administrator in the administration of Awal Bank, which has involved numerous international fraud and tracing claims as well as expertise in trusts, professional negligence and banking.
• Advised through our Bahrain office Ahli United Bank which extended Islamic finance facilities, (murabaha, musharaka and forward ijara) to a prominent Bahrain corporate borrower, primarily to fund the development of a new high-end waterfront shopping mall.
• Advised through our Paris office Banque Populaire Grand Ouest on the financing a wind farm in Beganne (France).
• Advised through our Paris office the Caisse d’Epargne on the financing of a biomass plant by syndicated loan.
• Act as the key legal advisers for Nike in the UK and advise on their key commercial contracts including kit deals such as their ground-breaking deal with Chelsea FC.
• Advised the International Tennis Federation (ITF), on its ground-breaking 25-year, US$3 billion project with the sports investment group Kosmos to revamp the Davis Cup by BNP Paribas competition and create an annual season-ending Finals event.
• We have advised international restaurant chain Wagamama since 2000 on a range of commercial and other issues.
• Advise Westfield Europe on commercial matters and consumer law compliance arising out of marketing activities (e.g. CAP Code, Data Protection Act, use of social media for marketing).
• Advised SuperGroup on a wide range of commercial matters, including franchising, agency and distribution as well as e-commerce matters, marketing campaigns and supply contracts.
• Advised Ericsson on a number of important and high-profile matters, involving large outsourcing and service provision transactions in the telecoms industry and UK-wide restructurings.
• Advised Kimberley-Clark on a project involving the outsourcing of the management and operation of warehouse services across the UK.
• Advise Morgan Stanley for a number of years on a variety of different commercial contracts.
• Advised Cray Inc on certain aspects of a contract to build a £97 million supercomputer for the UK Met Office in Exeter, Devon.

Contact:

Juan Ignacio Zapata
[email protected]

Bolet & Terrero, ALFA International’s member firm in Bolivia, has strength in corporate advisory services, as well as commercial, civil and administrative litigation, allowing them to stand out as a true one-stop shop for multi-national companies doing business in Bolivia.

Types of corporate transactions in which our firm has particular expertise

• Commercial Associations;
• Commercial Association incorporations;
• Design and preparation of corporate contracts such as agency agreements; distribution agreements; franchise agreements; purchase/sale agreements; among others;
• Business negotiation and strategy development to clients looking either to enter the market or that have a transformation objective;
• Due diligence processes;
• Arbitration;
• Commercial paper and deeds.

The size of our firm’s corporate transactions team

Five attorneys

Examples of transactions our firm has undertaken

• Some example transactions we have dealt with was the counselling of some transnational mining companies that arrived in country and for which we did counselling work. These transactions entailed forming new companies or transforming companies and getting the subsidiaries incorporated for their undertakings. Setting up these companies involved counselling and strategizing the set-up and day-to-day activities among which we can mention the drafting of contracts with third parties such as providers and suppliers of industrial equipment; negotiating terms and conditions for buying land for open-pit works; negotiating and drafting joint-venture agreements with business partners; advising and counselling on internal structuring and staff contracting, managing the relations between public fund investors and the company management, among others.
• Other examples of transactions we conducted was the counselling of telecommunication and cable companies for which we provided advice and guidance on regulatory issues regarding business development such as expansion into new areas, technology change, addition of services, among others, all of which implied navigating regulatory demands and permits. We have also strategized and counselled on their day-to-day contracts with local suppliers; we have negotiated, prepared or reviewed international purchase agreements of technological equipment. Furthermore, we have advised and litigated the day-to-day complaints regarding subscriber issues pursuant to regulatory processes. We have managed, overseen and directed specialized attorneys for specific tasks and designed the strategies with them.
• In one-off type of transaction, we have conducted and closed the sale of the largest cable operator. We were counsel for the seller so we were actively involved in the negotiation talks, review of the paperwork, negotiation with the banks on loans and liens on assets, asset transfer, payment structuring and closing.
• Another example of service we have participated is arbitration. We dealt with the breach of contract in a construction project and delivery of infrastructure to a social security entity which involved adjudicating the dispute. One of our partners was the sole arbiter in charge of conducting proceedings and delivering the decision.
• Also, we participated in advising transnational entities in the acquisition of another transnational consumer goods entity that had failed worldwide. Our involvement was advising and conducting, along with foreign counsel, the execution of the merger terms which involved asset transfer, tangible and intangible, to which end permissions and other regulatory authorizations had to be negotiated and assigned; reorganizing the internal structure of the resulting entity and rearranging supplier contracts and labour force engagements; re-adapting distribution and agency contracts, among others.
• The firm has also dealt with many NGO’s, namely, in the health industry sector where we have assisted them and their headquarter offices in their funding processes, meeting compliance requirements and navigating relations with their counterparts, which were in the private and public sectors.

Contact:

Marta Rodrigues
[email protected]

L.O. Baptista Advogados is ALFA International’s member firm in Brazil. The firm’s professionals are specialized in the most diverse areas of law and economy, many of which also act as teachers, arbitrators or leaders of the most reputable domestic and foreign institutions in their respective areas.

Types of corporate transactions

• Corporate restructuring, including consolidations, acquisitions and joint ventures
• Succession and family business planning
• Drafting of commercial contracts in general (lease, purchase and sale of real property/products, supply, distribution, and service agreements)
• Negotiation of purchase and sale of companies and assets
• Due diligence
• Tax planning
• Data room structuring
• Drafting and review of MOUs, LOIs, etc
• Drafting and review of asset purchase agreements and other covenants
• Structuring of contract warranties
• Post-closing assistance (contingencies, price, etc)
• Advice on hostile takeovers and acquisition of shares in public offerings

Size of our corporate transactions team

20 lawyers in total (8 partners and 12 lawyers). In addition to the Corporate and M&A team, the firm also counts on separate teams for Antitrust and Compliance (1 partner and 4 lawyers) and Tax (3 partners and 6 lawyers).

Examples of transactions our firm has undertaken

• Advised the controlling shareholders of Indústria de Produtos Alimentícios Piraquê S.A., a Brazilian company engaged in the production and sale of cookies and pasta, in the negotiations for the sale of the totality of the shares of the company to M. Dias Branco S.A – Indústria e Comércio de Alimentos, the leader manufacturer of cookies and pasta in the national market, for USD488 million.
• Advised Companhia Brasileira de Tecnologia para E-Commerce on the acquisition of a Brazilian company which develops and sells software and other kinds of equipment, among others. Our firm has provided legal assistance to the purchaser in connection with the acquisition process as well as in the performance of legal due diligence activities and drafting of QPA and related documents.
• Assistance to Puket in the sale of 100% of the shares of IMB Têxtil S.A. and Lojas Puket Ltda. from Malwee Group, Adolfo Bobrow and Claudio Bobrow, to Imaginarium Group.
• Advised Guala Closures International in relation to Brazilian law aspects of the refinancing of the company’s debt through the issuance of notes abroad.
• Advised a Brazilian corporation in the negotiation of corporate and commercial agreements concerning the emission of corporate bonds to be subscribed and paid in by an investment fund. (approximately BRL1.2 billion)
• Assistance to the quota holders of a credit company in the negotiation of a Quota Purchase and Sale Agreement for the sale of the totality of quotas of the company to the Brazilian subsidiary of an Italian company.
• Assistance to a Brazilian client in the negotiations of drafts of transaction documents with an Italian party related to the food industry and setting up the corporate structure in Brazil.
• Advised Vallourec Tubes and the controlled company Vallourec Tubos do Brasil S.A. in the merge of VBR’s Brazilian steel pipes manufacturing unit – Vallourec Tubos do Brasil – in the amount of USD1.1 billion with another Brazilian company it shares with Nippon Steel Sumitomo Metal Corporation, called Vallourec & Sumitomo Tubos do Brasil.
• Advised a multinational brewery in the drafting and negotiation of a major agreement concerning an extensive supply of relevant goods to the company.
• Advised an international engineering company in the structuring and drafting of an SPA regarding the sale of one if its subsidiaries in Brazil to another engineering affiliated company.
• AIRSOL/VIVISOL – Assistance in the acquisition of a controlling stake (60%) in a Brazilian company that rents and sells medical equipment to the home care industry.
• The firm assisted a multinational gas company in the potential acquisition of a company owned by Petrobras. The assistance included the drafting and negotiation of all related agreements and competition risk assessment.
• Legal advice to one of the largest companies in Latin America specializing in the processing of electronic means of payment in the drafting and negotiation of a major agreement, which is core to the company’s activities.
• Assistance to a multinational producer of insulation systems, in enamels, tapes and fibers, in copper and aluminum, in the sale of 51% shares to an Austria-based company owned. The mandate also included a call option for the acquisition of the remaining 49% and a put option to the shareholders to sell the equity they still hold in the company.
• We represented an e-commerce company as an investment fund acquired a minority stake from one of its shareholders, advising the initial shareholders in the drafting and negotiation of the new Shareholders Agreement, Indemnity Agreement, Amendment to the initial Shareholders Voting Agreement, Stock Option Plan and other documents.
• Assisted a real estate listed company in the due diligence and acquisition of approximately 20 (twenty) smaller real estate companies and in the acquisition of brands and domains. Such company has one of the most valuable brands in Brazil.
• VALLOUREC – assistance in the sale of assets by Lupatech Equipamentos e Serviços para Petróleo Ltda. to Vallourec Transportes e Serviços Ltda.
• Assistance to a Brazilian IT company active in the field of engagement and e-commerce platforms in receiving investments from foreign groups and in smaller M&A transactions.
• Advised a French IT service company in the acquisition of a minority stake in a Brazilian IT service company, and in an investment plan with several call options providing the client the opportunity to acquire the control of the company in a few years.
• Assistance to an asset manager in the acquisition of the rights to subscribe up to 45,32% of the capital stock of a company acting in the sustainable regularization of landownership and urban planning in Brazil.
• Legal assistance to two companies under the same control and specialized in the liquid filling business in the sale of their control to a Portuguese company.
• Assistance to a Brazilian seating supplier on the sale of 100% of its shares to the local company of a Canadian car parts manufacturer.
• Advice to a French group operating the transmission and distribution of energy in the due diligence and acquisition of 100% of a Brazilian producer of high voltage equipment.

Contact:

Louise Lee
[email protected]

Borden Ladner Gervais LLP (BLG) is ALFA International’s member firm in Calgary, Alberta, Canada. As the largest, full-service Canadian law firm, BLG delivers practical legal advice for domestic and international clients across more practices and industries than any Canadian firm. With more than 725 lawyers, intellectual property agents and other professionals, BLG serves the legal needs of businesses and institutions across Canada and beyond – from M&A and capital markets to disputes, financing, and trademark & patent registration.

Types of corporate transactions in which our firm has particular expertise

BLG’s collaborative, multidisciplinary team is at the forefront of the business and corporate commercial world. The firm offers strategic advice on matters across a wide range of sectors, industries and business needs including financial services, government and public sector, infrastructure and construction, private equity & venture capital, mining, energy and resources, technology and communication, transportation, and more.

BLG supports a diversified client base, ranging from small-cap to mid-market through to large corporate clientele. The firm is well equipped to advise clients on a full range of corporate and transactional matters, including domestic and cross-border securities transactions, M&A and commercial work; public and private companies on financings, regulatory compliance, joint ventures and matters of corporate governance.

The firm’s M&A team works closely with major Canadian and international corporations, public issuers, entrepreneurial and growth-oriented businesses, many of Canada’s best known investment banks and other market industry participants to structure, negotiation, implement and manage complicated financings, business and corporate reorganizations, restructurings, insolvencies, and mergers. The members of the firm specialize in managing regulatory approvals, designing international tax strategies, and dealing with multi-jurisdictional legal issues in corporate finance and M&A transactions.

The M&A team has a wide range of experience and tailors advice to clients in every role of an organization, including in take-over bids, amalgamations and mergers, plans of arrangement, reorganizations, spin-offs and divestitures, going private transactions, as well as share and asset purchases and sales. BLG is consistently recognized by Chambers Canada, Best Lawyers, The Legal 500 Canada, Lexpert and more.

The size of our firm’s corporate transactions team

BLG has more than 40 corporate and transactional lawyers in Alberta, further strengthened by the firm’s corporate and disputes teams in other offices across Canada.

Examples of transactions our firm has undertaken

BLG’s national corporate and transactional teams have advised on the following matters:

• Guardian Capital in its $750 million sale of their insurance distribution network and mutual fund and investment dealers to Desjardins Group
• POSCO Canada Limited and its affiliates in connection with the restructuring of their interest in the Greenhills and Elk Valley coal mines in southeastern British Columbia. This transaction is part of the larger restructuring of the business of POSCAN’s long-time commercial partner, Teck Resources Limited, into two independent, publicly-listed companies: Teck Metals Corp. and EVR.
• Mercer Global Investments in the sale of its Canadian private wealth business to Canaccord Genuity
• ALS GoldSpot Discoveries Ltd. In its acquisition of the consulting exploration tech division from EarthLabs
• Canadian counsel to John Wood Group plc in the US$1.8 billion sale of its environment and infrastructure consulting business to Canadian engineering firm WSP Global
• Pan American Silver Corp. in its US$4.8 billion acquisition with Agnico Eagle Mines Limited of Yamana Gold Inc.
• Argyle in its merger with five other marketing and communications firms to create “super firm” Believeco:partners
• Loblaw Companies Ltd. in its $845 million acquisition of Lifemark Health Group to expand Shoppers Drug Mart’s healthcare services
• Group Mach Acquisition Inc. in its acquisition of approx. $1.5 billion of retail and office properties in connection with the broader $5.7 billion plan of arrangement in which a consortium led by Canderel Real Estate Property Inc. are acquiring Cominar REIT, one of the largest diversified real estate investment trusts in Canada
• K+S Aktiengesellschaft in the US$1.47 billion sale of its Canadian salt business, including Windsor Salt, to Stone Canyon Industries Holdings LLC and affiliates
• Acted for certain investment advisors in GMP Capital’s acquisition of Richardson GMP
• Advise OEMS on regulatory issues and dealer/franchise matters
• Advise clients on matters related to environmental regulatory approvals and transportation of dangerous goods approvals required to do business in Canada

Contact:

Antonella Penta
[email protected]

Fasken Martineau Dumoulin LLP is ALFA International’s member firm in Montreal, Toronto and Vancouver, Canada, and is a leading Canadian business law and litigation firm with more than 770 lawyers in its offices. Its attorneys provide strategic and thoughtful advice to corporate clients, government agencies, regulatory authorities, non-profit bodies and individual clients. 

Types of corporate transactions in which our firm has particular expertise

Fasken’s team tailors its strategic advice to the specific business objectives of clients by leveraging the firm’s recognized expertise across a wide range of industries, including mining, energy, health care/life sciences, technology, media and telecommunications and financial services. In addition to our expertise in corporate and securities law, our M&A team is comprised of recognized experts in competition/foreign investment, tax and litigation matters. We act for buyers, sellers, targets, investors and shareholder groups ranging from multinational corporations to family businesses and their shareholders. In addition, financial institutions, private equity and venture capital firms are among our long-standing clients. Apart from mergers, acquisitions and divestitures, our team assists with spin-outs, management buy-outs and investments. We are recognized by the most renowned reference guides: Chambers & Partners, IFLR 1000, The Best Lawyers in Canada, Lexpert and The Legal 500 Canada.

The size of our firm’s corporate transactions team

More than 40 Fasken lawyers focus on advancing M&A strategies for clients every day (in Québec). Another 100 are available to step in with specific advice on tax strategies, competition and foreign investment laws, acquisition financing, labour and employment, and intellectual property. This makes our M&A team one of the largest and most integrated in Canada and elsewhere.

Examples of transactions our firm has undertaken

• Acted for Fonds de solidarité FTQ and Caisse de dépôt et placement du Québec in connection with the acquisition, by Cirque du Soleil Entertainment Group, of The Works Entertainment, a high-quality shows producer, and in connection with the signing of a US$120 million credit facility offered by the Fonds de solidarité FTQ and the Caisse de dépôt et placement du Québec for the purpose of financing the acquisition and other projects.
• Acted for Québecor Media Inc. in connection with the sale, by Videotron Ltd., a wholly owned subsidiary of Québecor Média Inc., of all of the operations of 4Degrees Colocation’s data centres to Vantage Data Centers, a leading provider of data centers in support of business and mission-critical applications. The financial compensation under this sale totalled $259 million.
• Acted for LDetek inc., a global manufacturer of gas chromatography instruments and online analyzers, which entered into an agreement with Battery Ventures, a global technology investment company, pursuant to which Battery Ventures’ process measurement platform, Process Sensing Technologies (PST), will acquire LDetek.
• Acted for Deschênes Group Inc., a leading wholesale distributor to the plumbing and heating, electrical, waterworks, fire protection, HVAC/R and auto parts markets, in the acquisition of Corix Water Products, a division of Corix Infrastructure Inc.
• Acted for Knowlton Development Corporation (KDC) in the acquisition of Northern Labs, Inc. KDC is a leading contract manufacturer of health and beauty-care products with sales exceeding US$850 million and ten operating facilities. The company employs 3,000 people and has its head office in Longueuil, Québec.
• Acted for PwC Canada in connection with the acquisition of Quotient Forensic Accountants, a leading forensic accounting firm. This acquisition positions PwC Canada as a leader in forensic accounting in Quebec and enhances its expertise.
• Acted for Baxters Food Group Ltd. in connection with the acquisition, by a group of Québec investors led by Champlain Financial Corporation, of Baxters Canada Inc. (BCI), making BCI 100% Canadian owned and operated. Baxters Food Group Inc. is a Canadian leader in the production of soups and food processing.
• Acted for Novacap, a leading Canadian private equity firm, in the acquisition of an interest in Noble Foods Nutrition Inc. (“Noble Foods”), a manufacturer of nutrition and energy bars renowned for high quality innovative products for nearly 20 years.
• Acted for Agropur Cooperative, Canada’s largest dairy cooperative, in the acquisition of the assets of Scotsburn Cooperative Services Limited. The agreement covers plants in Truro, Nova Scotia, and Lachute, Québec that manufacture more than 50 million litres of frozen dairy products per year.
• Acted for Morgan Schaffer Inc., a global utility solutions provider located in Montréal that designs, develops, manufactures and markets an integrated offering of dissolved gas analysis (DGA), oil testing and data management solutions that simplify the condition assessment of large high-voltage transformers, in its sale to ESCO Technologies Inc.
• Acted for Groupe St-Hubert Inc., Québec’s leading full-service restaurant operator as well as a fully-integrated food manufacturer, in its sale to Cara Operations Limited for $537 million on a cash-free, debt-free basis. The transaction has closed on September 2, 2016.

Contact:

Juan Pablo Triana
[email protected]

Triana, Uribe & Michelsen is ALFA International’s member firm in Colombia and is well known for its expertise in Intellectual Property Law, but has professional experience in the following areas: Commercial Law, Labor Law,  Foreign Investment, Commercial and Civil Agreements, Corporate Law, Taxes, Litigation, Corporate Governance, Competition Law and Managing Consulting.

Types of corporate transactions in which our firm has particular expertise

• Mergers and Acquisitions (M&A):
  • Advising clients on mergers, acquisitions and divestitures
  • Conducting due diligence investigations to assess legal risks
• Joint Ventures, Strategic Alliances, and Incorporation of Subsidiaries & Companies in Colombia:
  • Structuring and negotiating joint venture agreements
  • Facilitating partnerships and strategic alliances
  • Incorporating companies in Colombia
• Corporate Restructuring:
  • Assisting with corporate reorganizations and restructuring
  • Providing legal guidance on mergers, spin-offs, consolidations and transfer of experience from a company immersed in a reorganization process to a newly incorporated company
• Commercial Contracts:
  • Drafting and negotiating a wide range of commercial agreements
  • Providing legal counsel on contractual matters
• Employment and Labor Contracts:
  • Drafting employment contracts and executive compensation agreements
  • Advising on labor-related legal issues and immigration matters for foreign skilled workers who come to work in our territory
  • Providing legal counsel on the recent Digital Nomad type of Visa in Colombia
• Corporate Governance:
  • Advising on corporate governance best practices
  • Assisting in board and shareholder meetings
• Financing Transactions:
  • Structuring and negotiating financing arrangements
  • Handling debt and equity financing transactions

The size of our firm’s corporate transactions team

Our firm boasts a dedicated and experienced corporate transactions team comprising 4 senior attorneys, each bringing specialized expertise to cater to the diverse needs of our clients.

Examples of transactions our firm has undertaken

• M&A Deal in the Renewable Energy Sector:
  • Represented a technology company in its acquisition by a multinational corporation
  • Handled negotiations, due diligence, and regulatory compliance
• Incorporating Subsidiaries in Colombia for BPO’s and within the IT sector
• Corporate Restructuring for Manufacturing Company:
  • Advised a manufacturing company in a complex corporate restructuring
  • Oversaw the legal aspects of merging subsidiaries for operational efficiency
  • Managed legal compliance and disclosure requirements
• Commercial Contracts for international Expansion:
  • Drafted and negotiated various commercial contracts for a client’s expansion in Colombia
  • Ensured compliance with local regulations and protected client interests
  • Ensured data privacy and IP compliance with local regulations for companies that carried out businesses and transactions in Colombia

These examples showcase our firm’s versatility in handling a wide spectrum of corporate transactions. For more details or to discuss your specific needs, please feel free to contact our Corporate Transactions team.

Contacts:

Weinhold Legal, ALFA International’s member firm in the Czech Republic, renowned as the premier legal institution in Denmark, the firm’s extensive clientele encompasses various Danish and international private, public, and state entities, spanning sectors including renewable energy, banking, pension funds, insurance, private equity, and more.

Types of corporate transactions in which our firm has particular expertise

• General MA transactions
• Venture capital transactions/Start ups
• Corporate real e transactions
• Insurance sector
• Online marketplace transactions

The size of our firm’s corporate transactions team

• 20

Exaples of transactions our firm has undertaken

 

	Weinhold Legal provided legal services to the vendor, including assistance in organisation of bidding procedure, negotiation assistance, drafting and commentary on the Czech and English law governed transaction documentation and related advice, on the sale to Heineken of Drinks Union, one of the largest Czech brewery groups including four breweries in North and East Bohemia (two in Ústí nad Labem, and one in Louny and Kutná Hora), with a total beer production capacity of nearly 1 million hectolitres, more than 500 employees, a turnover exceeding a billion CZK annually and a brand portfolio consisting of the national brand Zlatopramen and other regional brands, e.g. Březňák, Louny, Lorec, Jarošov, Pivrnec and Dačický brands. Our services also included a split-off of the third largest Czech liquor production business from the beer business into a newly created subsidiary called Granette.
	Weinhold Legal provided comprehensive legal services to Enel the winning bidder in the Slovak Republic’s largest privatisation project (the offering price exceeded EUR 840 million) with respect to Slovenské elektrárne (the primary Slovak producer of electricity), including due diligence and negotiation assistance with the Slovak government. Weinhold Legal provided also significant post-acquisition legal services to Enel, in particular in the regulatory, corporate and labour law areas. Weinhold Legal has been also selected by Enel to provide support in respect of construction of blocks 3 and 4 of the nuclear power plant Mochovce, one of the most important nuclear energy construction projects in the region.
	Weinhold Legal provided legal services to Aelia, a member of the Lagardére group, in its successful bid to acquire Czech Airlines’ on-board sale and duty-free business for CZK 764 million (nearly EUR 30 million). The services included due diligence, transactional structuring, negotiation of two contracts, assistance in an auction resolving among shortlisted bidders, and representation in anti-monopoly clearance proceedings. Weinhold Legal provided legal services to Aelia (Lagardère Group) in connection with the acquisition of 15 duty free shops at the Prague Airport in Ruzyně from the Unimex Group. Our legal services included comprehensive legal due diligence, structuring the transaction, drafting of contractual documentation and representation before the antimonopoly office. Weinhold Legal provided legal services to Lagardère group in connection with „walk through“ zones on Prague airport’s terminals. Legal services included negotiation of terms and conditions of the construction zone of long-term leases with the Prague Václav Havel Airport. Weinhold Legal assisted Lagardére Travel Retail, the global operator of duty-free shops, in the concession procedure that it won to become the operator of duty-free shops at Václav Havel airport. In winning the tender Lagardére acquired a contract to lease 24 business units with an area of 4,371 square meters. The initial term of the contract is ten years, during which the total rent is up to 8 billion Czech crowns. Weinhold Legal further assisted Lagardére Travel Retail in its successful concession bid to operate travel essentials shops at Václav Havel airport. Travel essentials includes smaller products such as travel goods, tobacco products, newspapers and magazines, souvenirs, etc. Weinhold Legal provided legal assistance to Lagardere Travel Retail in connection with its acquisition of a 100% stake in AUTOGRILL Czech s.r.o., which operates several restaurants in Prague at the Central Station and in the shopping centre near the Václav Havel Airport and plans to open another facility in the centre of Prague. In connection with the change of owner, the business name of the purchased company was changed to Lagardere Main Food. Weinhold Legal advised HDS Retail Czech Republic in connection with its acquisition of a 100% stake in COFFEEHEAVEN Czech, operating in the Czech Republic a coffee chain under the brand “COFFEEHEAVEN”. HDS Retail Czech Republic is a part of the French Lagardére group and operates in the Czech Republic under COSTA COFFEE network of branded coffee outlets (and also runs a chain of retail stores under brand names “Relay“, “Inmedio” and a bakery chain “Paul“). HDS Retail took over the COFFEEHEAVEN chain from its franchisor of the Costa Coffee brand, Whitbread Plc., a UK listed company. Our services included legal due diligence, drafting and preparation of all contractual documentation in accordance with Czech and English law (including the share transfer agreement, license agreements and amendments to franchise contracts), assistance in negotiations and other related legal advice. Weinhold Legal has provided legal services to HDS Retail Czech Republic, the owner of a chain of retail stores of various international concepts in relation to due diligence exercise and the acquisition of 100% ownership interest in DJ Evropa, which is one of the major tenants of the premises being used for commercial purposes in areas of the Metro where HDS Retail intends to develop for its further activities. Weinhold Legal provided legal services to HDS Retail in connection with the acquisition of First European Enterprise, provider of the concept of low-cost bakeries with the brand Mr. Baker, which are located mainly in the railway stations of České dráhy (Czech Railways). Our legal services included comprehensive legal due diligence, structuring the transaction and drafting of contractual documentation. Weinhold Legal advised Hachette Distribution Services (Lagardére Group) on several acquisitions in the Czech Republic. We advised on various aspects of the acquisition and joint venture agreements, including due diligence and negotiations with a large number of parties. Weinhold Legal assisted Lagardère Services with the acquisition of 50% of Airest Group by Lagardére Services from SAVE. Airest is a subsidiary of SAVE operating in Food & Beverage and Travel Retail, managing more than 200 points of sales in 11 countries, including in Venice Airport. Our advice consisted of the assistance with competition and corporate law issues, including a representation of the client before the Czech Competition Authority in the merger clearance proceedings. Weinhold Legal further provided Lagardére Travel Retail with complex legal advisory in connection with the acquisition of CITI Tabák, including assistance with negotiations, preparation, adjustment of the contractual documentation and post-closing issues.
	Weinhold Legal advised ExxonMobil/ESSO on the disposal of its whole network of petrol stations in the Czech Republic and Slovakia. Together with Hungarian petrol stations, the transaction involved local companies operating 102 ESSO petrol stations, the distribution and sale of lubricants, and aviation businesses delivering to Prague and Bratislava airports. Weinhold Legal provided complex legal services to ExxonMobil in connection with corporate law in the Czech Republic, including changes in the company bodies, changes to founding documents and related activities.
	Weinhold Legal provided legal services to the vendors, including negotiation assistance, drafting and commenting on the Czech and English law governed transaction documentation and related advice, on the sale of a 100% shareholding in Illusion Softworks, a premier Central European-based game development studio with operations in Brno and Prague, the Czech Republic (largest Czech video games producer) to Take-Two Interactive Software, Inc.(a NASDAQ listed developer, marketer, distributor and publisher of interactive entertainment software games which is publishing products through its wholly owned labels Rockstar Games, 2K Games, 2K Sports and 2K Play and distributing software, hardware and accessories in North America through its Jack of All Games subsidiary). Illusion Softworks joined Take-Two’s 2K Games publishing label as its newest studio, 2K Czech and as the creator and owner of several hit video game franchises, including Mafia (the gangster genre game sold in more than two million units), Hidden & Dangerous and Vietcong (closed Dec 2007).
	Weinhold Legal advised CBRE Group, a leading global commercial real estate services and investment firm, in its acquisition of 100% of IMPACT-CORTI, a firm specialising in property management in the Czech Republic and Slovakia. Weinhold Legal provided the full range of acquisition services to CBRE including legal due diligence and negotiating and completing all acquisition and related contracts. Weinhold Legal assisted the CBRE Group with regard to a merger with its daughter company, IMPACT-CORTI, and four subsidiaries of IMPACT-CORTI. The merger of all companies was registered in a one-step process. Our legal services included, inter alia, preparation of comprehensive legal documentation and representation of the participating companies in the registration proceedings, as well as representation of the companies at the General Meeting. Weinhold Legal advised CBRE on Czech and Slovak legal aspects of the world/wide acquisition of Johnson Controls division.
Resistant AI (formerly Bulletproof)	Weinhold Legal advised technology security start-up Resistant AI (formerly Bulletproof.AI) on its recent venture financing round, which included a restructuring of the business prior to the financing round being completed. The co-lead investors are Credo Ventures and Index Ventures, with Seedcamp and angel investors also contributing.

Contact:

Lora Stylianou
[email protected]

LC LAW Stylianou & Associates LLC is ALFA International’s member firm in Cyprus and its attorneys advise businesses in all relevant matters of law the core activity of the firm is in the areas of corporate law, commercial law, mergers and acquisitions, intellectual property, banking, finance and capital markets, employment law, property and estate planning, trusts, shipping. The firm maintains its practice base in Nicosia and is associated with local firms in all towns of Cyprus. The firm also has contacts with firms around the world and can refer clients to other jurisdictions in accordance with their needs.

Types of corporate transactions in which our firm has particular expertise

We work with our clients across the full spectrum of corporate and commercial transactions.  Our clients include international business conglomerates and publicly listed companies, film production companies, insurance companies, pharmaceutical companies, shipping enterprises, international trade companies, energy infrastructure companies, oil & gas companies, private equity firms, investment firms, real estate development companies as well as high net worth individuals. Our firm’s work includes:

• mergers and acquisitions (including cross border transactions);
• joint ventures;
• capital markets;
• reorganisations;
• corporate debt financing and restructuring;
• directors and shareholders arrangements;
• employee benefits, remuneration and stock option plans;
• regulatory and compliance advice;
• licensing, franchising and distribution;
• due diligence;
• tax panning;
• commercial transactions;
• intellectual property;
• advice for foreign entities doing business in Cyprus.

The size of our firm’s corporate transactions team

LCLAW’s corporate transactions team includes 1 partner, 1 special counsel, 1 associate lawyer and 1 tax associate.  The team also has the support of other fee earners with a range of other expertise as required on any particular transaction.

Examples of transactions our firm has undertaken

• Acted for Tata Group India on a US$950 million syndicate finance project in relation to the acquisition of coal mines in Indonesia.
• Acted for Tata Group India on a US$300 million investment agreement for expanding its investments and interests in various coal mine companies.
• Advised on a US$300 million finance project in relation to the financing of the construction of a duplicate overland conveyor belt to be developed near the Sangatta mine site and a stacker reclaimed at the Tanjung Bara Coal Terminal, construction of a conveyor and crushing plant facility at Melawan and Asam Asam, construction of a conveyor and crusher for West Mulia and construction of a port for West Mulia.
• Advised on a €73 million sale of a Russian capital investment group.
• Advised Apollo Group India on a US$30 million joint venture for the establishment of a platform for Digital Cinema Technology.
• Advised the sellers on a €5 million sale of the shares they held in The Cyprus Development Bank Plc.
• Acted for a film production company operating in Europe and the United States in relation to the investment and production of the films “Only Lovers Left Alive”, “Love me Not”, “Take Shelter”.
• Advised the issuer on the issue of a €10 million bond loan to be offered through a public offering and listed on the organized market of the Athens Exchange.
• Advised the purchaser on a US$14 million acquisition of a cargo ship.
• Advised a Canadian oil and gas exploration company on various commercial and energy contracts and employee contracts.
• Advised a multinational company in Greece in relation various secondment and employment agreements.

Contact:

Carina Vang Kristoffersen
[email protected]

Poul Schmith, ALFA International’s member firm in Denmark, renowned as the premier legal institution in Denmark, the firm’s extensive clientele encompasses various Danish and international private, public, and state entities, spanning sectors including renewable energy, banking, pension funds, insurance, private equity, and more.

Types of corporate transactions in which our firm has particular expertise

Poul Schmith is a highly regarded law firm with a distinguished reputation for excelling in a wide array of corporate transactions – inter alia acting as a lead counsel in M&A, joint ventures, ECM and debt capital markets, financing, reorganizations, company formation, contract negotiations, minority investments, shareholder matters, corporate governance, ESG and compliance.

The size of our firm’s corporate transactions team

Poul Schmith’s corporate transaction practice is comprised of 16 partners and app. 60 lawyers, covering a broad range of practice and specialist areas, further drawing on the expertise of the firms many specialist groups such as employment, anti-trust, data-protection and AI compliance, real estate, environmental, IP/IT, banking and finance law, security, and defence etc., together comprising more than 480+ lawyers on firm level.

Examples of recent transactions our firm has undertaken

• Advised stock-listed company Nordic Aqua Partners A/S on its cross-border merger.
• Advised Core Sustainability Capital in its 33% minority investment in Scanmetals A/S.
• Advised CMA CGM Group on the Danish aspects of its EUR 5 billion acquisition of Bolloré Logistics.
• Advised the Danish State on its contemplated multi DKK billion investment in 6 new offshore wind farms
• Assisted Visma in its acquisition of Efacto.
• Advised the sellers in the sale of Dalbo A/S to Italian Persefone S.r.l.
• Advised PenSam Pension in connection with a debt-to-equity restructuring of Ziton A/S.
• Advised private equity company Mutares SE & Co. KGaA in its acquisition of Arriva Denmark from Deutsche Bahn.
• Advised the Danish National Railways (DSB) on the sale of its component workshops to Knorr-Bremse AG, and the simultaneous conclusion of a 5 billion DKK maintenance and supply agreement.
• Advised Nutreco International B.V. in its purchase of Nutrimin A/S.
• Advised the sellers in the sale of Cylindo ApS to Chaos Software LTD.
• Advised the Danish Ministry of Finance on its DKK 1.6 billion combined debt and equity investment for the development and expansion of the airports in Greenland.
• Advised PenSam Pension on the establishment of a two-layered joint venture with Artha Kapitalforvaltning and AIP Management, and the subsequent purchase of Ørsted’s 84,500 m2 head office in Gentofte, DK.
• Advised the energy company Verdo on the sale of 75% of the shares in it’s fibre-optic broadband company Verdo Tele A/S to Norlys Group.

Contacts:

ALFA International’s Ecuador member firm Ortega Abogados & Asociados’ mission is to provide all kinds of legal solutions to the diverse needs of clients, within the firm’s experience in areas like Corporate & Commercial law, Arbitration and litigation, Mergers & Acquisitions, Capital Markets, Banking, Finance & insurance, Restructuring and Insolvency, Tax & Revenue, Employment, Intellectual Property, International Trade, Public Procurement & concessions, Family Office & Inheritance and Family & Matrimonial.

Types of corporate transactions in which our firm has particular expertise

The Corporate Transactions Group of our firm has experience in Corporate & Commercial law, Mergers & Acquisitions, Capital Markets, Banking, Finance & insurance, Restructuring and Insolvency, Tax & Revenue, Employment, Intellectual Property, International Trade, Public Procurement & Concessions, Family Office & Inheritance and Family & Matrimonial. The Arbitration and Litigation Group have a long standing experience in defending plaintiffs and defendants interests in the broad variety of Civil, Mercantile, Administrative and Constitutional cases; and maintain a close strategic alliance with Lopez & Associate a law firm with ample experience in criminal cases.

The size of our firm’s corporate transactions team

Ortega Abogados & Asociados S.A.´s corporate transactions team includes 2 partners, 5 associated lawyers and 2 future lawyers. The team also have the support of the prestigious lawyers, Dr Byron and Edgar Lopez members of Lopez & Associate.

Examples of transactions our firm has undertaken

• In the last five years our firm acted successfully for 3 bankruptcy preventive procedures in Ecuador (equivalent to US chapters 11 application).

Contact:

Charles Russell Speechlys is ALFA International’s member firm in Bahrain, England and France. The firm offers a broad range of skills and experience across the full spectrum of business and personal needs.

Types of corporate transactions in which our firm has particular expertise

Our market leading corporate practice is band 1 for Corporate M&A and works across the full range of corporate and commercial transactions for clients ranging from large public and privately-held businesses to wealthy individuals, family offices and wealth managers across the world. The group’s work includes public and private M&A, joint ventures and strategic alliances, reorganisations, restructurings, private equity (including MBOs, MBIs, buy-and-builds, secondary buy-outs and exits), capital markets (including IPOs, secondary public offerings, investment trusts and funds), corporate governance and related compliance, tax structuring advice (for corporates, funds, trusts and individuals), employee benefits, stock plans, acquisition finance (including bond offerings, structured finance and securitisations, Islamic finance, receivables finance and project finance transactions), a wide range of commercial transactions (including managed service and outsourcing contracts, IT contracts, supply chain logistics and procurement, sponsorship, merchandising, marketing and advertising contracts) and the full range of services for inward investors (including entity formation, employment, immigration, IP protection, EU regulatory, data privacy, real estate and tax).

The size of our firm’s corporate transactions team

Our Corporate team comprises over 200 fee earners across the firm, supported by many other fee earners with a range of other expertise as required on any particular transaction.

Examples of transactions our firm has undertaken

• Advised Applied Systems, Inc., then a portfolio company of Bain Capital (and now a portfolio company of Hellman & Friedman), on the acquisition of Insurecom, a leading software and connectivity solutions company serving the UK insurance industry.
• Advised Air Distribution Technologies, Inc., one of the largest and strongest independent providers of air distribution and ventilation products in North America, on certain matters in the UK and Luxembourg arising out of its sale by the Canada Pension Plan Investment Board to Johnson Controls, Inc. for $1.6 billion.
• Advised Shaw Industries Group, the largest carpet tile manufacturer in North America, on the acquisition of Scotland-based carpet tile manufacturer Sanquhar Tile Services. Shaw has annual revenues of almost $6 billion and is a wholly owned subsidiary of Berkshire Hathaway, Inc.
• Advised discoverIE Group plc, a leading international designer, manufacturer and supplier of customised electronics to industry, on the acquisition of the Santon Group via the purchase of its holding company EWAC Holdings BV.
• Advised long-standing client Civica Group Limited, an investee company of Partners Group, on its acquisition of VisionWare Limited, a company which provides innovative master data management solutions for local, regional and state government and healthcare.
• Advised the Board of Liverpool FC on its sale to Fenway Sports Group (and we have advised on numerous other soccer club M&A deals including in relation to Bolton Wanderers, Everton, Portsmouth, Nottingham Forest, Leeds United and Crystal Palace).
• Advised through our Bahrain office on the sale of its wholly owned subsidiary to one of the major telecommunications companies in Bahrain.
• Advised through our Bahrain office the shareholders of BAFCO in connection with the extensive restructuring of BAFCO as required to comply with an order issued by the Government of Bahrain.
• Advised through our Bahrain office Venture Capital Bank on its proposed majority investment in the Bahrain franchises of Caribou Coffee and Fuddruckers, which are currently 100% owned by a member of the Bahraini royal family.
• Advised through our Bahrain office Taj Hotel Group, an Indian brand forming part of the Tata Group of Companies, on a legal due diligence review for the separation of Sharia’a compliant and non-Sharia’a compliant income as well as reviewing its Hotel Operations Agreement.
• Advised through our Paris office the shareholders of Ogas Solutions’ group on the sale of Ogas Solutions’ group to SeaOwl Group. Ogas Solutions’ group is a specialist provider of integrated services and project management solutions to the oil & gas, maritime and energy industries worldwide.
• Advised through our Paris office the Caisse des Dépôts et Consignations (a French public financial institution) on the acquisition of a tower in Bordeaux, via a JV with Keys Selection.
• Having previously advised Zenium Holdings Limited on the sale of its Turkish assets in October 2017, we advised the management team and shareholders of Zenium Topco Limited on the sale of the company and its subsidiaries to CyrusOne Inc.
• Advised Battery Ventures on its disposal of Vero Software Limited, the leading global independent CAM software provider, to Swedish-based multinational Hexagon AB.
• Acting as local counsel to Bain Capital Partners LLC on the UK issues relating to its $1.8 billion disposal of Applied Systems Inc., an insurance software provider, to Hellman & Friedman LLC.
• Advised through our Bahrain office Venture Capital Bank, an investment bank, on its proposed majority investment in the Bahrain franchises of a coffee chain and fast food chain which are currently 100% owned by a member of the Bahraini royal family.
• Advised egg-free, fresh cream cakes retailer Cake Box Holdings plc on its IPO on AIM. The founder shareholders sold 41% of the business to institutional investors, and the company had a market capitalisation of £67m on IPO.
• Advised MayAir Group plc, the AIM-listed manufacturer, developer and provider of air filtration equipment and clean air solutions, on its £50m acquisition by Poly Glorious Investment Co Ltd by a court sanctioned “scheme of arrangement”. We also advised MayAir on its 2015 IPO.
• Advised Chelverton Small Companies Dividend Trust plc on a combined Main Market issue of C shares (by way of an offer for subscription, intermediaries offer and placing) and zero dividend preference shares by a newly incorporated subsidiary of Chelverton, together with a “rollover” of existing zero dividend preference shares via a reconstruction.
• Advised India Capital Growth Fund Limited on its move from AIM to a premium listing on the Main Market (market capitalisation on admission was £129m).
• Advised AIM listed fastjet plc on its placing and subscription to raise total funds of $44.2 million in connection with agreements to enable expansion of the fastjet brand into South Africa and Mozambique, as well as access to three ATR 72-600 aircraft for 10 years.
• Advised Shefa Yamim, a minerals company focused on the exploration for precious stones in Northern Israel, on its listing on the Main Market.
• Advised through our Bahrain office BMB, a wholesale bank listed on the Bahrain Bourse, on its proposed voluntary unconditional takeover by its largest existing shareholder.
• Advised through our Bahrain office National Bank of Kuwait regarding the restructure of the first development financing provided by this private bank, involving complex offshore and trust structures involved and security in multiple jurisdictions.
• Advised a Caribbean Government on the restructuring of a national bank.
• Appointed through our Bahrain office by the Central Bank of Bahrain as External Administrator in the administration of Awal Bank, which has involved numerous international fraud and tracing claims as well as expertise in trusts, professional negligence and banking.
• Advised through our Bahrain office Ahli United Bank which extended Islamic finance facilities, (murabaha, musharaka and forward ijara) to a prominent Bahrain corporate borrower, primarily to fund the development of a new high-end waterfront shopping mall.
• Advised through our Paris office Banque Populaire Grand Ouest on the financing a wind farm in Beganne (France).
• Advised through our Paris office the Caisse d’Epargne on the financing of a biomass plant by syndicated loan.
• Act as the key legal advisers for Nike in the UK and advise on their key commercial contracts including kit deals such as their ground-breaking deal with Chelsea FC.
• Advised the International Tennis Federation (ITF), on its ground-breaking 25-year, US$3 billion project with the sports investment group Kosmos to revamp the Davis Cup by BNP Paribas competition and create an annual season-ending Finals event.
• We have advised international restaurant chain Wagamama since 2000 on a range of commercial and other issues.
• Advise Westfield Europe on commercial matters and consumer law compliance arising out of marketing activities (e.g. CAP Code, Data Protection Act, use of social media for marketing).
• Advised SuperGroup on a wide range of commercial matters, including franchising, agency and distribution as well as e-commerce matters, marketing campaigns and supply contracts.
• Advised Ericsson on a number of important and high-profile matters, involving large outsourcing and service provision transactions in the telecoms industry and UK-wide restructurings.
• Advised Kimberley-Clark on a project involving the outsourcing of the management and operation of warehouse services across the UK.
• Advise Morgan Stanley for a number of years on a variety of different commercial contracts.
• Advised Cray Inc on certain aspects of a contract to build a £97 million supercomputer for the UK Met Office in Exeter, Devon.

Contact:

Charles Russell Speechlys is ALFA International’s member firm in Bahrain, England and France. The firm offers a broad range of skills and experience across the full spectrum of business and personal needs.

Types of corporate transactions in which our firm has particular expertise

Our market leading corporate practice is band 1 for Corporate M&A and works across the full range of corporate and commercial transactions for clients ranging from large public and privately-held businesses to wealthy individuals, family offices and wealth managers across the world. The group’s work includes public and private M&A, joint ventures and strategic alliances, reorganisations, restructurings, private equity (including MBOs, MBIs, buy-and-builds, secondary buy-outs and exits), capital markets (including IPOs, secondary public offerings, investment trusts and funds), corporate governance and related compliance, tax structuring advice (for corporates, funds, trusts and individuals), employee benefits, stock plans, acquisition finance (including bond offerings, structured finance and securitisations, Islamic finance, receivables finance and project finance transactions), a wide range of commercial transactions (including managed service and outsourcing contracts, IT contracts, supply chain logistics and procurement, sponsorship, merchandising, marketing and advertising contracts) and the full range of services for inward investors (including entity formation, employment, immigration, IP protection, EU regulatory, data privacy, real estate and tax).

The size of our firm’s corporate transactions team

Our Corporate team comprises over 200 fee earners across the firm, supported by many other fee earners with a range of other expertise as required on any particular transaction.

Examples of transactions our firm has undertaken

• Advised Applied Systems, Inc., then a portfolio company of Bain Capital (and now a portfolio company of Hellman & Friedman), on the acquisition of Insurecom, a leading software and connectivity solutions company serving the UK insurance industry.
• Advised Air Distribution Technologies, Inc., one of the largest and strongest independent providers of air distribution and ventilation products in North America, on certain matters in the UK and Luxembourg arising out of its sale by the Canada Pension Plan Investment Board to Johnson Controls, Inc. for $1.6 billion.
• Advised Shaw Industries Group, the largest carpet tile manufacturer in North America, on the acquisition of Scotland-based carpet tile manufacturer Sanquhar Tile Services. Shaw has annual revenues of almost $6 billion and is a wholly owned subsidiary of Berkshire Hathaway, Inc.
• Advised discoverIE Group plc, a leading international designer, manufacturer and supplier of customised electronics to industry, on the acquisition of the Santon Group via the purchase of its holding company EWAC Holdings BV.
• Advised long-standing client Civica Group Limited, an investee company of Partners Group, on its acquisition of VisionWare Limited, a company which provides innovative master data management solutions for local, regional and state government and healthcare.
• Advised the Board of Liverpool FC on its sale to Fenway Sports Group (and we have advised on numerous other soccer club M&A deals including in relation to Bolton Wanderers, Everton, Portsmouth, Nottingham Forest, Leeds United and Crystal Palace).
• Advised through our Bahrain office on the sale of its wholly owned subsidiary to one of the major telecommunications companies in Bahrain.
• Advised through our Bahrain office the shareholders of BAFCO in connection with the extensive restructuring of BAFCO as required to comply with an order issued by the Government of Bahrain.
• Advised through our Bahrain office Venture Capital Bank on its proposed majority investment in the Bahrain franchises of Caribou Coffee and Fuddruckers, which are currently 100% owned by a member of the Bahraini royal family.
• Advised through our Bahrain office Taj Hotel Group, an Indian brand forming part of the Tata Group of Companies, on a legal due diligence review for the separation of Sharia’a compliant and non-Sharia’a compliant income as well as reviewing its Hotel Operations Agreement.
• Advised through our Paris office the shareholders of Ogas Solutions’ group on the sale of Ogas Solutions’ group to SeaOwl Group. Ogas Solutions’ group is a specialist provider of integrated services and project management solutions to the oil & gas, maritime and energy industries worldwide.
• Advised through our Paris office the Caisse des Dépôts et Consignations (a French public financial institution) on the acquisition of a tower in Bordeaux, via a JV with Keys Selection.
• Having previously advised Zenium Holdings Limited on the sale of its Turkish assets in October 2017, we advised the management team and shareholders of Zenium Topco Limited on the sale of the company and its subsidiaries to CyrusOne Inc.
• Advised Battery Ventures on its disposal of Vero Software Limited, the leading global independent CAM software provider, to Swedish-based multinational Hexagon AB.
• Acting as local counsel to Bain Capital Partners LLC on the UK issues relating to its $1.8 billion disposal of Applied Systems Inc., an insurance software provider, to Hellman & Friedman LLC.
• Advised through our Bahrain office Venture Capital Bank, an investment bank, on its proposed majority investment in the Bahrain franchises of a coffee chain and fast food chain which are currently 100% owned by a member of the Bahraini royal family.
• Advised egg-free, fresh cream cakes retailer Cake Box Holdings plc on its IPO on AIM. The founder shareholders sold 41% of the business to institutional investors, and the company had a market capitalisation of £67m on IPO.
• Advised MayAir Group plc, the AIM-listed manufacturer, developer and provider of air filtration equipment and clean air solutions, on its £50m acquisition by Poly Glorious Investment Co Ltd by a court sanctioned “scheme of arrangement”. We also advised MayAir on its 2015 IPO.
• Advised Chelverton Small Companies Dividend Trust plc on a combined Main Market issue of C shares (by way of an offer for subscription, intermediaries offer and placing) and zero dividend preference shares by a newly incorporated subsidiary of Chelverton, together with a “rollover” of existing zero dividend preference shares via a reconstruction.
• Advised India Capital Growth Fund Limited on its move from AIM to a premium listing on the Main Market (market capitalisation on admission was £129m).
• Advised AIM listed fastjet plc on its placing and subscription to raise total funds of $44.2 million in connection with agreements to enable expansion of the fastjet brand into South Africa and Mozambique, as well as access to three ATR 72-600 aircraft for 10 years.
• Advised Shefa Yamim, a minerals company focused on the exploration for precious stones in Northern Israel, on its listing on the Main Market.
• Advised through our Bahrain office BMB, a wholesale bank listed on the Bahrain Bourse, on its proposed voluntary unconditional takeover by its largest existing shareholder.
• Advised through our Bahrain office National Bank of Kuwait regarding the restructure of the first development financing provided by this private bank, involving complex offshore and trust structures involved and security in multiple jurisdictions.
• Advised a Caribbean Government on the restructuring of a national bank.
• Appointed through our Bahrain office by the Central Bank of Bahrain as External Administrator in the administration of Awal Bank, which has involved numerous international fraud and tracing claims as well as expertise in trusts, professional negligence and banking.
• Advised through our Bahrain office Ahli United Bank which extended Islamic finance facilities, (murabaha, musharaka and forward ijara) to a prominent Bahrain corporate borrower, primarily to fund the development of a new high-end waterfront shopping mall.
• Advised through our Paris office Banque Populaire Grand Ouest on the financing a wind farm in Beganne (France).
• Advised through our Paris office the Caisse d’Epargne on the financing of a biomass plant by syndicated loan.
• Act as the key legal advisers for Nike in the UK and advise on their key commercial contracts including kit deals such as their ground-breaking deal with Chelsea FC.
• Advised the International Tennis Federation (ITF), on its ground-breaking 25-year, US$3 billion project with the sports investment group Kosmos to revamp the Davis Cup by BNP Paribas competition and create an annual season-ending Finals event.
• We have advised international restaurant chain Wagamama since 2000 on a range of commercial and other issues.
• Advise Westfield Europe on commercial matters and consumer law compliance arising out of marketing activities (e.g. CAP Code, Data Protection Act, use of social media for marketing).
• Advised SuperGroup on a wide range of commercial matters, including franchising, agency and distribution as well as e-commerce matters, marketing campaigns and supply contracts.
• Advised Ericsson on a number of important and high-profile matters, involving large outsourcing and service provision transactions in the telecoms industry and UK-wide restructurings.
• Advised Kimberley-Clark on a project involving the outsourcing of the management and operation of warehouse services across the UK.
• Advise Morgan Stanley for a number of years on a variety of different commercial contracts.
• Advised Cray Inc on certain aspects of a contract to build a £97 million supercomputer for the UK Met Office in Exeter, Devon.

Contacts:

Contact:

Vanky Mak
[email protected]

Hampton, Winter and Glynn is ALFA International’s member firm in Hong Kong, China. The firm’s clients range from individuals to multinational corporations, financial institutions, banks and; trading and manufacturing groups. The firm’s areas of specialization are commercial law; employment; family law; intellectual property; litigation and dispute resolution; property; and wills and probate. 

Types of corporate transactions Hampton, Winter and Glynn advises on

Hampton, Winter and Glynn works with our clients on a wide range of corporate transactions.  These include private company takeovers, mergers and acquisitions, investment in private companies, setting up or joint ventures, charities and partnerships, corporate restructuring, shareholders’ agreement and general shareholder matters, director and senior executive arrangements including remuneration and incentive matters and general corporate transactions.

The size of our firm’s corporate transactions team

Two of our partners and one associate are involved in advising our clients on corporate transactions.  Other partners and lawyers in a broad range of areas as may be required for a particular transaction.

Examples of transactions our firm has undertaken recently

• Acted for an international quality control service provider in its acquisitions in various parts of the world
• Acted for a provider of electronic payment service in its co-operation with various parties and its business expansion project
• Acted for various investors in their purchase of properties through holding companies
• Acted for an international firm of architects in its shareholding restructuring
• Acted for various investors to start up their projects and subsidiaries in Hong Kong
• Acted for a hotel group in re-financing its hotel properties

Contacts:

Contact:

Fiorella Alvino
[email protected]

Nunziante Magrone is ALFA International’s member firm in Italy and is an independent multidisciplinary Italian law firm. Thanks to the specific expertise of its professionals, the firm is able to assist its clients in all major areas of business law through its departments.

Types of corporate transactions in which our firm has particular expertise

The corporate transactions group works with our clients across the full spectrum of corporate and commercial transactions. These include:

• Listed and private company takeovers, mergers and acquisitions
• Equity capital markets operations including listings and fundraising
• Issue of bonds by private and listed companies
• Shareholder activist and general shareholder matters
• Private equity and venture capital transactions
• Director and senior executive arrangements including remuneration and incentives
• Regulatory and compliance advice
• Corporate taxation
• Corporate governance
• General corporate transactions.

The size of our firm’s corporate transactions team

Nunziante Magrone’s corporate transactions team includes 9 partners and 11 associates.

Examples of transactions our firm has undertaken

• Assistance to a Swedish private equity fund in the acquisition of a majority interest in a Polish company and its Italian subsidiary, active in the salmon industry. The transaction consisted in the acquisition of the 75% of the corporate capital of the company. The company has one of the largest factories for value-added processed salmon on the Polish coast. The transaction consisted of two phases:
  • The sale of 100% of the corporate capital of the Italian company by the sole shareholder to the Polish company.
  • The sale of the 75% of the Polish company to the private equity fund.

• Assistance to a US company, active in the manufacturing of fluid-handling equipment and systems, in the acquisition of a going concern from an Italian company producing gas detection instruments.
• Assistance to one of the largest dairy cooperatives in the acquisition of the corporate capital (20%) of its Italian subsidiary from a minority shareholder.
• Assistance a US global supplier of automotive systems, modules, and components to automotive original equipment manufacturers, in the sale of its Italian business.
• The transaction concerned simultaneous sale of different businesses owned by the Seller group in different countries to the Buyer. For the Italian side, it will consist of:
  • The incorporation by the seller of a Newco in Italy the shareholder of which will be a Czech company belonging to the seller.
  • At the closing, the Czech company will be sold to the buyer
  • In the same time, another company which owns the going concern and belongs to the seller will sell the going concern to the newco (that will be already owned by the buyer).
• Assistance to one of the world’s largest tyre manufacturers in the sale of the share capital of its Italian subsidiary to an Italian company acting in the same field.
• Assistance to two Italian banks in the transfer of their participations in an Italian asset management company.
• Assistance for tax matters to a leading company active in the field of the production of domestic appliances in the acquisition of an Italian company acting in the same field.
• Assistance to an Italian company active in the field of nutraceuticals in the increase of its corporate capital through listing on the multilateral trading facility named AIM Italia.
• Assistance to a US Bank not based in Europe for regulatory aspects in relation to offering of the bank’s products in Italy.
• Assistance to a Danish company leading provider of mobile and fixed products and solutions for heating, drying, cooling and ventilation, in the amendment and restatement agreement of a facilities
• Agreement with a Danish bank and related security package, in connection with the acquisition of a German company.
• Assistance, from the regulatory perspective, to a US investment bank in relation to bonus schemes for its personnel.

Contact:

Bonnie Dixon
[email protected]

Atsumi & Sakai is ALFA International’s member firm in Japan and its corporate practice has expanded significantly recently, in particular as regards in-bound work since taking on foreign lawyers as partners. The corporate group advises on inbound and outbound investments, M&A, joint ventures, corporate compliance, corporate governance and regulatory issues. The M&A practice encompasses providing advice on defensive measures against hostile takeovers and antitrust issues, and performing due diligence. The firm handles a range of commercial and IP matters, including distribution and licensing agreements, e-commerce and privacy law advice, as well as litigation in these fields.

Types of corporate transactions in which our firm has particular expertise

Our market leading corporate practice works with our clients across the full spectrum of corporate and commercial transactions, ranging from public and private company mergers and acquisitions, both domestic and international, stock purchase and asset purchase transactions, capital markets and public company services, private equity investments and acquisitions, leveraged and management buyouts, private investments in public companies, strategic joint ventures, cross-border transactions, share exchanges and hostile takeovers, to corporate debt financing and restructuring, corporate financial services, private equity and venture capital transactions, securities regulatory and compliance advice, high net worth family matters, real estate acquisition and development, corporate governance and general corporate transactions.

We advise all sizes of companies, from newly formed and small private companies, to listed and multinational organizations, and work with enterprising businesses of all kinds: large multinational corporations, private middle-market companies, venture capital and private equity funds, and individual entrepreneurs.

Our industry experience is broad, and we are particularly deeply experienced in the following areas:

• Financial services, ranging from traditional banking to financial technology and alternative payment industry
• Energy and projects, including renewable and alternative energy acquisitions, financing, and PPP/PFI
• Healthcare, medical technology and pharmaceutical industry
• Sports and entertainment
• Digital and technology

The size of our firm’s corporate transactions team

Our corporate practice group comprises over 120 members across the firm, including 60 partners, 14 of counsel, 50 associates and 1 special counsel. Many of our lawyers have corporate experience outside of the law firm environment, enabling them to provide legal advice in a practical context. When advising foreign clients, our firm can field a team of expert Japanese lawyers and foreign lawyers who have relevant experience and multi-cultural sensitivity.

Examples of transactions our firm has undertaken

• Acted for one of the leading commercial banks in the US as arranger/lender in connection with business and share transfer transactions completed between one of the world’s largest manufacturers located in Japan and a world leader in battery separator markets headquartered in the US (borrower).
• Acted for a South Korea-headquartered AI-powered edtech company that is backed by a Japanese conglomerate, in connection with the acquisition of its Japanese distribution partner in Japan.
• Acted for a Tokyo-based wholly owned subsidiary of a Singaporean company and a fund backed by a Japanese activist investor, in connection with its acquisition of shares in an energy and environmental firm (takeover bid).
• Acted for one of the largest private banking and asset management groups in the world, in connection with the establishment of its Japanese subsidiary, and provided regulatory advice on obtaining licenses necessary for conducting investment management business in Japan.
• Advised a leading renewable energy company in Europe on the acquisition of offshore wind power projects being developed by Japanese companies in various locations in Japan.
• Advised a leading Japanese manufacturing company on handling of AI, data and treatment of IP.

* Our firm has significant experience advising on other corporate and commercial transactions. Please contact Bonnie L. Dixon for further information.

Contact:

O’Bang Law is ALFA International’s member firm in Kenya and is a full-service law firm offering strategic, dedicated, and curated legal solutions.

Types of corporate transactions in which our firm has particular expertise:

• Sector Specific Practice (examples: Anti-Counterfeit Authority, Betting Control & Licensing Board, Capital Markets Authority, Central Bank of Kenya, Communications Authority, Competition Authority, Export Processing Zone Authority, Immigration Office, Insurance Regulatory Authority, Kenya Industrial Property Institute, Kenya Revenue Authority, Office of the Data Protection Commissioner, among others)
• Corporate Structuring & Regulatory Compliance
• Commercial Contract Drafting & Structuring
• Public Policy and Stakeholder Engagements
• Real Estate & Property Law

The size of our firm’s corporate transactions team

Four team members.

Examples of transactions our firm has undertaken

• Merger & Acquisition (Q4 of 2021 to Q1 of 2022): advising a target on an intended M&A deal that had transitioned from financing through a Joint Venture (JV). The intended acquirer was PR company with a HQ in NY, US. Our advise resulted in our client dropping the deal as there a series of traps that the acquirer was not open about it during the preliminary discussions and unfavourable EBIDTA and earnout terms.
• Venture Capital (Q1 of 2022): we advised and conducted external due diligence on behalf of a US based venture capital firm that was interested in investing in companies that are making a gross revenue of USD 20 million to USD 30 million in a year. The limited scope of work was to analyse the company’s articles of association (constitution), corporate ownership and governance, financial facilities linked to the company, and regulatory compliance factors.
• Hard Commodities (Q2 of 2022): conducting due diligence and structuring a deal whereby a British Citizen, through a pool of investors, wanted to purchase gold quoted at USD 153 million with the pilot phase being worth USD 21 million. We established that the people behind that transaction were a scam not to mention the data presented was either false or distorted saving our Client USD 21 million and his reputation across his network of investors.
• FinTech (Q3 of 2022): we have advised a Client and prepared documents for purposes of enabling the Client to secure a Payment Service Provider (PSP) license from the Central Bank of Kenya. The difference on this application is that it may require by-passing Communications Authority as the Client is not keen on engaging Telcos to host its solution – by-passing the government agency is a key issue since the regulatory framework generally requires to engage Communications Authority.
• FinTech (Q4 of 2022): structured and advised a company on securing a licensing application from the Central Bank of Kenya. Regardless of the applicant issuing instructions late, hence, the application being made late, we convinced the Central Bank of Kenya to consider the status of our Client in relation to the provision of the law, which resulted in the Client being allowed to operate pending the assessment of its application.
• Project Financing (Q4 of 2022): we have advised and prepared mutual contracts per client instructions for purposes of securing USD 400,000 for first project capital injection for a fintech solution regulated by the Central Bank of Kenya and Capital Markets Authority of Kenya. The investor, TX, US based, already effect first milestone investment of USD 25,000 to kickstart the project.
• PR & Telemarketing Solutions (Q4 of 2022): we advised a Belgian company with presence in Kenya on how to go about a breach of its intellectual property by a global brand that has reported a revenue of more than USD 18 billion in 2022. In assessing our Client’s interest, it was suitable to tackle the matter through a model that will secure them more business – the proposed model has seen our Client secure more contracts from the company – not to mention it will be able to work with the global brand in other countries.

Contacts:

Barun Law is ALFA International’s member firm in Korea, one of the largest and most profitable full-service practice law firms in Korea. Its lawyers have been recognized as leading M&A legal experts, as well as finance and corporate law experts. Its lawyers have extensive experience, ranging from developing the optimal transactional structures suitable for its clients’ needs to drafting a suitable MOU, from undertaking legal reviews and comprehensive due diligence to assisting in restructuring and with negotiations with the counterparty. The firm can also address all aspects of closing and post-closing matters, including the making of all necessary regulatory reports. It doesn’t believe in off-the-shelf solutions. Instead, the advice its attorneys provide is tailored so that it is transaction-specific and optimized. Barun Law achieves great results for its clients by utilizing its broad experience and expertise accumulated by working co-operatively with a number of local and international companies, consultants and law firms.

The firm’s dispute resolution and litigation practice is second-to-none in Korea; almost all of its litigation group partners are former judges or prosecutors. Its notable civil and criminal litigation and dispute resolution group recognized locally and abroad for the depth of expertise of its practitioners. The firm has represented clients from a range of sectors including construction, electronics and automotive and frequently represent cases before the Supreme Court and are able to draw on the firm’s wider experience of handling matters ranging from various corporate disputes to antitrust matters.

Examples of Cases Barun Law has undertaken

• Successfully advised and represented complex share purchase transactions or financing transactions for or that relate to multinational companies including but not limited to Mattel, Magna International, Jensen Hughes, Bombardier Transportation, GM Korea, AIG, and GlaxoSmithKline.
• Currently representing the KFTC in a series of litigations against Qualcomm regarding the KFTC’s largest-ever penalty for a single case (over USD 1 billion).
• Successfully represented Hyundai E&C in a case against GS E & C concerning a claim for damages in the amount of KRW 215 billion (equal to approx. USD 180 million).
• Represent sovereign governments in Korea, including the Government of the United States of America, the Government of Canada, the Government of the Netherlands, the Government of Australia, and others, in a wide-range of matters and advised on various legal issues.
• Represent and provide general corporate advisory work to various global companies including Facebook, Texas Instruments, Amazon and Airbnb on a wide variety of issues, including general corporate advisory, regulatory advisory, as well as specialized advice in other areas (litigation, anti-trust)

Award and Recognitions

• Winner of the Legal Advisory Award of the Korea Legal Awards (2018 and 2019)
• Ranked in the Chambers and Partners (Asia-Pacific): (1) Dispute Resolution (Litigation), (2) Restructuring / Insolvency and (3) Real Estate
• Recognized as a Tier 1 Firm by Legal Times (2020) for Litigation
• Recognized as a Tier 2 Firm by Legal Times (2020) for White Collar Crimes
• Recognized as a Highly Recommended Firm by Legal Times (2020) for Labor and Employment

Contact:

Mario Di Stefano
[email protected]

ALFA International’s Luxembourg member firm DSM Avocats à la Cour advises its clients in all the phases of corporate, commercial and M&A matters. The firm’s services include advice on corporate, commercial, tax and regulatory issues, as well as the execution of due diligence and the drafting of contractual documents and legal opinions.

“Top-notch firm, highly technical and with great service, from beginning til end. It displays a perfect combination of experience and agility.” Legal500 2021

Types of corporate transactions in which our firm has particular expertise

DSM’s multi-lingual corporate transactions team provides broad-based corporate and commercial transaction services, including mergers and acquisitions/divisions, takeovers, debt financing and corporate restructuring, public and private tenders, share and asset deals, joint ventures, liquidations, incorporation of special purpose vehicles in the context of investment and business activity structuring, corporate governance and compliance, managerial and other governing body liability and corporate finance as well as fund and investment management. The team works across several other substantive law areas ranging from real estate and construction, banking and finance, digital technologies and intellectual property, tax law, financial sector regulatory compliance, employment and social security law, life sciences, EU and competition law, as well as restructuring and insolvency.

The size of our firm’s corporate transactions team

DSM’s corporate transactions team includes 3 partners, 2 counsels and 7 lawyers. Partners and lawyers from our other substantive law areas support the corporate transactions team on an as-needed basis, including in tax matters.

Examples of transactions our firm has undertaken/continues to undertake

• Acted as counsel to Luxembourg’s largest and most prominent real estate broker in the context of acquisition of its shares by a large insurance company;
• Acts as Luxembourg corporate counsel to one of the largest pharmaceutical/biotech groups with a turnover in excess of EUR 10 billion. The team advised on various acquisitions for the client which is one of the Top 25 pharmaceutical companies in terms of global sales;
• Advises a large German family-owned business on corporate restructuring valued at approximately EUR 150 million. DSM has been counsel to this client for over 20 years and has several ongoing matters with it;
• Advises a beverage group owned by a German entrepreneur in producing and marketing its brands in the beverage industry with worldwide distribution;
• Acted as counsel for a Luxembourg client in a complex share sale and purchase agreement for the sale of part of its business;
• Formed Luxembourg subsidiaries for large, listed American conglomerates in the energy and vehicle sectors, and provides ongoing corporate support to them with respect to their restructuring needs;
• Formed a Luxembourg subsidiary for a large Chinese bio-pharmaceutical conglomerate and provides ongoing corporate support, including for its restructurings;
• Acted as counsel in the sale and lease of a property transaction valued at approximately EUR 30 million;
• Advises holding companies with several operating companies on all types of legal administration and contractual matters;
• Acted as a seller’s counsel in the sale of various office buildings in Luxembourg and Germany;
• Advises on the acquisition, construction and sale of a real estate project in a town close to Luxembourg City, DSM assisted the client in the acquisition of the land and in renegotiating zoning and planning issues, obtaining a development plan that was adopted by the town council, and then the construction and sale to the final buyers of the units;
• Acted as Seller’s counsel in the sale and transfer of a property company owning a 50.000 sqm real estate project in Luxembourg City, transaction volume in the lower 8-digit EUR region;
• Advises a prominent international group in the acquisition and development of two real estate projects (residential and office) in Luxembourg, project volume in the 3-digit million EUR range. The client is one of Europe’s largest construction companies, listed on the Vienna stock exchange, and employing a total of 73,000 people;
• Advised a joint venture of two well-known real estate developers and construction companies in Luxembourg on a joint venture for a 16.000 sqm office, retail and residential building in the south of Luxembourg. The work involved a complex building structure, and was significant because it mixed building with complex co-ownership regulations and in-depth technical analysis of the building with the corporate transaction;
• Acts as purchaser’s/developer’s counsel in a transaction redeveloping a Luxembourg residential building into high-end residences. The acquisition is complete and restructuring is ongoing. The project is a landmark development located in one of the best locations in the heart of the City of Luxembourg, which has been vacant for decades due to the complexity of the project, and features environmentally friendly facilities;
• Acted as Buyer’s Counsel in the acquisition of a property company owning a building in Luxembourg City (4500 sqm);
• Advises one of the most prominent developers of residential and office projects in Luxembourg and the German border region in several projects, including the structuring and acquisition of new real estate projects, construction litigation, and contractual matters, the client is a reputable firm in cross-border transactions with a wide range of businesses;
• Acts as developer’s counsel in a complex real estate project including securitization financing for the acquisition of two real estate projects and renovation work for a total amount of approximately EUR 12 million;
• Acted as buyer’s counsel in the acquisition of a plot for the construction and development of a landmark building project outside of Luxembourg City;
• Acted as seller’s counsel in the sale of a fully-let 15,000 sqm office building in a Luxembourg business district to an institutional investor;
• Acted as seller’s counsel in the sale of a property company (share deal) owning a fully lit office building;
• Acted as borrower’s counsel in the refinancing of a loan facility related to a real estate project involving the sale of a large building to a sophisticated investor, involving complex structuring for the release of existing securities;
• Acted as buyer’s counsel in the acquisition of a former industrial site to be restructured into a mixed-use development;
• Acts as Luxembourg legal advisor to a multi-national data center developer, including in its international restructurings;
• Acted as buyer’s counsel to a local heating, ventilation and air conditioning company in its acquisition of a local electricity company;
• Acts as advisor to a French supermarket chain in its Luxembourg property acquisitions as it enters the Luxembourg market;
• Acts as Luxembourg legal advisor for a petrochemical industry leader in the sale of one of its entities;
• Acts as Luxembourg legal advisor to a global facility management company, including with respect to restructurings and acquisitions; and
• Acted as seller’s counsel in sale of a family-owned building in downtown Luxembourg to local buyers. The sellers were from the US and Switzerland, and DSM acted as their agent with local real estate agencies proposing the buyers.

Contacts:

Contacts:

Contacts:

Contact: 

Malcolm Hurley
[email protected]

ALFA International’s New Zealand member firm Anthony Harper offers quality, specialist, legal advice across New Zealand for its domestic and international clients.

Types of corporate transactions in which our firm has particular expertise

Our industry specialties, where our in-depth knowledge supplements our deal work, include automotive, food and beverage, logistics and transport, manufacturing, retail, financial services, retirement villages and tourism. As a full-service firm, we can call on experts in tax, cross-border investments, property, banking and finance, technology, IP, resource management and employment to give a seamless and comprehensive service.

Our experience includes mergers and acquisitions, due diligence, capital raising, corporate structuring, tax structuring, joint ventures (including limited partnerships), domestic and international supply and distribution arrangements, government and private sector procurement, corporate governance, regulatory compliance and commercial advisory work. The team’s deal book, across over 50 M&A transactions each year, extends from family businesses to listed companies, for national and international clients, leading the project or working as part of a larger team.

It is a testament to the work we do, and the results we achieve, for our national and international clients that we are ranked in leading international directories and feature prominently at the New Zealand law awards.

The size of our firm’s corporate transactions team

The team is one of the largest in New Zealand with offices in Auckland (North Island) and Christchurch (South Island). With a team on the ground in both locations we are able to provide both local knowledge and a national presence. The team, led by Chris Dann, includes 9 partners and 11 lawyers. The team is supported by experts in intellectual property, technology, employment, immigration, health and safety, litigation, banking and finance, property and tax.

Examples of transactions our firm has undertaken

• Synlait (NZX listed and minority Chinese owned dairy processor and exporter) on its purchase of Talbot Forest Cheese for NZ$30 – $40m, involving deferred settlement, pre-completion works and regulatory issues.
• Donaghys (a world leading agricultural goods manufacturer and supplier) on the urgent sale of its NZ crop packaging business to Tapex Pty, an Australian business and Donaghys’ biggest competitor in the national market. We worked through complex competition law, stock and apportionment issues.
• Scott Electrical on its acquisition of K Simpson Electrical. Extensive due diligence was required across the 10 separate branch locations. Stock obsolescence required careful management.
• Civilquip on its acquisition of Advanced Fuels’ fuel tank import, distribution and manufacturing business. Here, addressing intellectual property ownership (an issue we identified in due diligence) was key as was managing earthquake repairs and H&S exposure.
• NZX listed Scales Corporation on its purchase of Australasian freight forwarder, OceanAir (a finalist in the New Zealand Law Awards Mid-Market Deal of the Year category) and, additionally, on its purchase of a 60% stake in Shelby JV LLC, a large independent US buyer, processor and seller of ingredients for the petfood industry for US$23.2m.
• Scales Corporation on the $150 million plus sale of its coldstorage business, Polarcold, to global cold chain company Emergent Cold. This deal included a complicated intra-group restructure to ring fence the assets concerned.
• Thermakraft on its acquisition of the roof safety equipment manufacturing and distribution business of Ausmesh. We successfully delivered this cross border transaction as part of a team with the client’s legal and tax advisors in two different Australian states.
• Eden Gardens on the sale of its retirement village to Arena Living. Here, the expertise of our market leading RV practice was invaluable.
• EziBuy (Australasia’s largest clothing and home décor catalogue company) on the sale of its shares in Profile Ltd, a leading supplier of corporate uniforms.
• Volaris (a Canadian venture-capital group) on its purchase of shares in Smartrak Ltd, a GPS vehicle tracking and feet management provider. Here we worked as a cross-border team with Canadian and Australian counsel.
• Omega, a leading vehicle rental business, on the sale of its business and assets to a rival operator, including the transfer of a fleet of over 4,000 vehicles.

Contacts:

Contacts:

Contacts:

Contact:

Ignacio López-Balcells
[email protected]

Types of corporate transactions in which our firm has particular expertise

Bufete Barrilero, ALFA International’s member firm in Spain, has successfully advised more than 300 transactions of all sorts, both in Spain and abroad, between listed or private companies, acting for a wide range of Spanish and foreign clients in all sectors of industry and capital markets, handling the most complex cross-jurisdictional deals in virtually every jurisdiction. Our M&A team has a sophisticated international transactional practice representing clients in cross-border transactions including mergers and acquisitions, capital market financings, securities transactions, asset transactions, restructurings and MBO’s. Our team has wide experience in:

• Advise on acquisitions and sale of all kind of private companies through purchases, mergers and capital
• Advise in acquisitions of listed companies (takeovers), including public-to-private transactions and the exclusion of minority shareholders, public offers and listing of
• Turn-arounds, restructurings and investments in companies in financial difficulties (distressed M&A).
• National and international mergers, disposals and assignments of assets and
• Leveraged buy-outs (LBOs), management buy-outs (MBOs) and management buy- ins (MBIs).
• Acquisition financing, senior and mezzanine financing and vendor
• Bond issues, high yield bonds and other debt
• Asset

The size of our firm’s corporate transactions team

Our corporate transactions team is composed of 15 lawyers from several practice areas such as M&A, tax, IP, litigation and labour who work closely and assisted by the main corporate partners.

Examples of transactions our firm has undertaken

• Acted for Elior S.A. in the acquisition of Grupo Areas and Serunion for 225m€ and advised in the concessions regarding catering industry in motorways and airports in Spain and countries of Latin
• Acted for Grupo Picking Pack S.A. on the acquisition of Ola Internet, S.A through swap of shares for 200m€, the acquisition of Logic Control, S.A. and the acquisition of Udo Holdings PLC, listed company of London’s stock market, through an exclusion takeover bid for 150m€.
• Acted for Service Point Solutions, S.A., a company listed in the stock market of Barcelona and Madrid, dedicated to digital reprography and facilities management, for the acquisition of the Dutch Company Cendris for 28m€, the Norwegian Company Allkopi for 16m€, the acquisition of the majority shareholding of the French Company Reprotechnique for 12m€ and the Swedish Holmbergs, AG for 12m€.
• Acted for the American group Halma, dedicated to health, environmental and security technology, on the acquisition of 100% of the share capital of the Spanish company Visiometrics, L. for 170m€.
• Advised 21Invest in an equity investment in the consortium of investors for the acquisition of Grupo Applus, world’s leading company in technical inspection and
• Advised Investindustrial in an equity investment in the theme park Port Aventura for 150m€.
• Acted for the French multinational group Sligos S.A in the acquisition of 3 companies of software development for 76m€.
• Advised Unión Tostadora S.A., dedicated to coffee roasting, in the acquisition of the Dutch group Drie Mollen for 70m€, the food group Israeli Elite for 60m€ and Caffe Confectionary Group Gmbh for 65m€.
• Acted for Black Toro Capital Partners on the acquisition of Gas Gas Motos, S.A., dedicated to engine manufacturing for 48m€.
• Acted for Inaer Inversiones Aéreas S.L., a company dedicated to emergency aviation services and aircraft maintenance, on the acquisition of CEGISA, S.A and
• Acted for the Scottish group Low & Bonar PLC for the acquisition of Rotec Plastics A., for 35m€.
• Acted for GH Electrotermia, dedicated to inducting mechanisms for the aeronautical industry, on a majority equity investment by Miura Private Equity S.G.E.C.R. S.A for 28m€.
• Acted for the acquisition of the group SCR, engaged in urban waste collecting services and treatment and dump management, to the German group RWE Umwelt AG for 20m€ and the acquisition of Cator S.A., dedicated to industrial oil management and its recycling, for 10m€.
• Advised Halma International Ltd in the acquisition of 100% of shares of the Spanish company Setco, A. for 17m€.
• Advised Ariol Capital Ltd. through its Spanish subsidiary in the acquisition of 100% of shares of Repli, L. for 15m€.
• Acted for Lladró S.A in the acquisition of the jewellery company Carrera y Carrera for 15m€.
• Acted for Facsa, S.A., dedicated to heating resistance manufacturer, on the acquisition of the Swedish group Nibe Industries for 5m€.
• Advised the Luxembourger fund Eurofins Agrosciences Services Lux Holding Sarl., dedicated to the agropharma, in the purchase of the 100% of the shares of the Spanish entity Trialcamp, L. by for 9m€.
• Advised Laboratorios Diafarm, S.A., dedicated to pharmaceutical and parapharmaceutical products, in the sale of the 100% of the share capital to Faes Farma S.A. for 5m€.
• Advised BNB Recruitment Overseas Holding Limited in the sale of the majority shareholding to the executive tem for 30m€.
• Advised Sugar Valley S.A, dedicated to the development, manufacturing, distribution and sale of technological products and systems for the treatment of pool water and industrial waters, in the sale of the 100% of the shares to Hayward Industries, for 28m€.
• Advised Zeus Química, S.L., dedicated to the ingredients for food and chemical industry, in the sale of the 100% of the shares to the Swedish group DKNSH for 25m€.
• Advised Landon Investments, SCR in the sale of the shares to the Japanese company NTT Data Corporation for 16m€.
• Advised Clesa Group in the sale of the total shares of Nuprosa S.A and Lácteos de Moncayo, L. for 12m€.
• Advised Kukje-Chum Nam S.A, dedicated to leather tanning, in the sale of the assets to the group Colomer Munmany for 10m€.
• Advised Scorpion Sistemas S.A., dedicated to hardware and software marketing, in the sale of the 100% of the shares to Tecnocom for 6m€.
• Acted for the French group Gemalto SP, S.A, dedicated to the graphic arts sector, on the merge through absorption of Avalon Biometrics, S.L. and Swiss Mobility Solutions, L.U., dedicated to information technologies and IT services.
• Advised the listed Spanish company Natraceutical, S.A. in the contribution of the global ingredients divisions, listed entity in Paris’s stock market and in the equity investment in the same entity for 55m€ through assets contribution of Natraceutical in exchange of securities of Naturex.
• Acted for California Olive Ranch advising the Spanish investor group and the North-American company California Olive Ranch Co, dedicated to olive trees cultivation, manufacturing and sale of oil, in the equity investment fund Agis, property of Harvard University, for the amount of 35m$.
• Acted for Durero Packaging S.A. for the acquisition of 49% of the shares of the mixed Cuban company Durero Caribe A. for 4m€.

Contact:

Peter Chen
[email protected]

LCS & Partners is ALFA International’s member firm in Taiwan. LCS is a leading full-service law firm in Taiwan that regularly provides legal solutions to complex cross-border transactions and litigation. The firm is recognized as a top-tier law firm in Taiwan by various international institutions such as EUROMONEY, IFLR, Chambers, Bloomberg, Asia Law, The Legal 500, etc.

Since its founding in 1998, LCS has advised domestic and international clients on the largest and most significant M&A, securitization and commercial real estate deals in Taiwan, and has been a market leader in capital markets, tax, antitrust, PE/VC, cross-border investment and energy law. The firm’s attorneys pride themselves on being able to handle the largest and most complex transactions.

Types of Corporate Transactions in Which Our Firm Has Particular Expertise 

LCS regularly advises top-tier domestic and international clients on complex and innovative transactions across the full spectrum of corporate and commercial transactions. Since being founded in 1998, LCS has been a market leader in areas such as M&A, capital markets, cross-border transactions, energy, offshore/onshore wind power and solar power project, real estate, fund formation, anti-trust, intellectual properties, labor and employment, etc.

The Size of Our Firm’s Corporate Transactions Team 

More than 30 attorneys work on LCS’s corporate transaction team, including attorneys licensed to practice in Taiwan, China, and the United States, with numerous members having received LL.M., J.D., and/or S.J.D. degrees from law schools in the United States.

Examples of Transactions Our Firm Has Undertaken 

• Representation of Tantti (6822) in its share swap acquisition with Repligen (NASDAQ: RGEN).
• Representation of a well-known Taiwanese restaurant reservation platform in acquiring Singapore’s largest restaurant discount reservation platform.
• Representation of Radiant (瑞儀) in the acquisition of Nanocomp Oy Ltd. (Finland).
• Representation of Google in the private placement of Ennoconn (樺漢科技).
• Representation of Auden Techno Corp in selling its Shanghai subsidiary to an international investor.
• Representation of KYMCO, Taiwan’s largest motorcycle manufacturer, in a joint venture and technology licensing in Thailand with Thai’s state-owned oil and gas group (PTT).
• Representation of Taya Electric Wire & Cable Co., Ltd., a listed company in Taiwan, in its acquisition of 100% equity in Infinity Energy Storage Technology Co., Ltd., which constructed a 100MW energy storage system in Taichung.
• Representation of Macquarie Group’s European private equity fund MGREF2 in its acquisition of several onshore wind power plants in Taiwan.
• Acted as Taiwan counsel to Intel on its collaboration with UMC on 12nm semiconductor wafers.
• Representation of LG Innotek in its investment in AOE Optronics Co., Inc., a subsidiary of the listed Taiwanese optical lens manufacturer Asia Optical.
• Representation of Taya Green Energy in its acquisition of 100% shares of Chi Kuang Energy, which holds a 120MW fishery-solar coexistence power plant in Tainan.
• Acted as Taiwan counsel to Mycronic AB in its acquisition of atg Luther & Maelzer GmbH.
• Represented TPG Capital in its acquisition of a leading Contract Research Organization.
• Representation of a leading Taiwanese company in the acquisition of a prominent Indian electric motorcycle startup industry.
• Representation of Kemet’s acquisition by Yageo Corporation (國巨) for approx. US$1.6 billion.
• Representation of Jintex Technology (福盈科技) in its 100% acquisition by CDIB Capital (開發資本) for approx. NT$1.8 billion.
• Representation of Bora Pharmaceutical in connection with its acquisition of GlaxoSmithKline’s Mississauga, Ontario (Canada) facility.
• Representation of Global Wafer (環球晶圓) in its NT$21.4 billion acquisition of SunEdison Semiconductor (a US listed company).
• Representation of Quaser Machine Tools in connection with its US$65 million acquisition of Winbro Group (including managing obtaining CFIUS approval).
• Representation of a private equity consortium, led by Esquarre Capital and Pavilion Capital, in connection with their PIPE financing in Posiflex Corporation (振華), and also the subsequent representation of Posiflex’s equity and debt financing for Posiflex’s 100% share swap of Portwell Inc. (瑞傳).
• Representation of FarEastone （遠傳） in its acquisition of 70% shareholding in Nextlink.
• Representation of Inpaq (佳邦) in connection with its successful defense against a hostile takeover by Yageo.
• Representation of Noratech Pharmaceuticals in connection with its merger acquisition and roll-up with Roaring Success Limited and Abundant Expand Holdings Limited.
• Representation of Syncmold Enterprise Corp.（信錦企業股份有限公司）in connection with its acquisition of China Motor Corporation（中華汽車工業股份有限公司） and its subsidiaries （華菱汽車股份有限公司及群元投資股份有限公司）.
• Representation of Midus Investment Limited of ILI Technology Holding Corporation.
• Representation of Alpha Beta Global Tapes and Adhesives in its sale to Chung Hwa Pulp Corporation (中華紙漿股份有限公司) for approx. NT$2.0 billion.
• Representation of Kwong Fong Industries Corporation（廣豐實業股份有限公司）in its sale of Kwong Fong Plaza to Cathay Life for approx. US$161 million.
• Representation of KY-Coadna (KY-科納) in its merger with IIVI (a US listed company).
• Representation of WW Holding Inc. in its acquisition of a Thailand based manufacturer.
• Representation of JC Capital in its 100% acquisition of Dyna Image Semiconductor Corporation (敦宏科技).
• Representation of Formosalab (台耀化學) in connection with its acquisition of Activus in Japan.
• Representation of Windtree Therapeutics merges with Taiwan-based CVie in all-stock deal.
• Representation of Wintek in its sale of its Vietnam assets via public auction.
• Representation of Minth, a Hong Kong listed company, in its acquisition of a controlling stake in UATC (精確).
• Representation of TPG in its acquisition of OPC CRO Company.
• Representation of Fenghua (廣東風華高科被動元件公司) in its tender offer of 光頡科技, a listing company in Taiwan
• Representation of Summitview (武岳峰資本) in its merger with ISSI (矽成半導體) for app. US$700 million.
• Representation of IML in the tender offer of 100% of its shares (with the amount of US$223 million) by Exar Corp.
• Representation of Xiaomi (小米科技) in its acquisition of a sales channel company in Taiwan.
• Representation of TPG in its sale of HCP Holdings (興中控股) to Baring.
• Representation of CID Group in its tender offer and merger of Entire Technology (穎台科技), a Taiwan listed company.
• Representation of CID Group in its tender offer and private placement subscription of Advanced Power Electronics Corp. (富鼎先進), a Taiwan listed company.
• Representation of GSK, Eli Lilly and Novartis in regard to Taiwan assets and personnel in a series of assets swaps for multiple drug pipelines.
• Representation of DSM in connection with its tender offer and delisting of AGI.
• Representation of JHL in its acquisition of three subsidiaries of SH Materials.
• Representation of Lotus Pharmaceutical in its acquisition of Alvogen Korea and Alvogen Taiwan for approximately US$160 million in cash.
• Representation of TSC, a Taiwan listed company, in its acquisition of Printronix for cash and stock.
• Representation of Photronics, Inc. in its delisting and tender offer for 100% of PSMC (翔準), a Taiwan OTC company, and its joint venture with DNP (日本大印).
• Representation of Lotus Pharmaceutical, Inc., a Taiwan listed company, in its sale of approximately 60% voting shares to Alvogen Group for US$200 million.
• Representation of JinGan Investment Co., Ltd. (菁崗投資股份有限公司) and other major shareholders in the tender offer of selling 51% shares to Prime Express International Limited (優沛國際股份有限公司）(PEIL).
• Representation of PBI Group in its sale to Sandmartin Holdings for approximately US$30.5 million.

Contact:

Alastair Timblick
[email protected]

ALFA International’s Thailand member firm Timblick & Partners is a Bangkok-based law firm providing a full range of legal services for both domestic as well as international clients.

Types of corporate transactions in which our firm has particular expertise

Timblick & Partners’ areas of expertise include the following practice areas:

Corporate and Commercial

• Real Estate
• Commercial Transactions
• Mergers & Acquisitions
• Business Structures and Joint Ventures
• Corporate Finance
• Private Equity
• Regulatory issues
• Infrastructure and Privatisations
• FDA laws and regulations
• Labour and Employment Laws

Finance

• Asset Finance
• Trade Finance
• Secured Transactions 
•  Debt Restructuring
• Projects and Project Finance    
• Convertible Debt Issues

We are an energetic and enterprising legal practice committed to providing the highest possible levels of service. We believe in establishing and maintaining close working relationships with each of our clients and in taking time to understand their particular businesses and objectives. This approach enables us to assist our clients in achieving their goals.

We combine commercial acumen with technical expertise to offer creative but practical solutions which facilitate our clients’ objectives. It is our aim to provide a service which exceeds our clients’ expectations. We strive to become the adviser of first choice to each of our clients in every area of expertise.

We strive to become the adviser of first choice to each of our clients in every area of expertise.

The size of our firm’s corporate transactions team

We would propose to provide you with a dedicated team of lawyers, with the relevant experience and necessary skills to ensure that you receive pragmatic and commercially based advice in a timely manner. Our legal team advises on both English and Thai law and we maintain active relationships with leading law firms in many other countries.

Examples of transactions our firm has undertaken Corporate and commercial

• Dynamic Food Ingredients – advising DFI on various Joint Venture, Investment and Licensing with Mitr Phol Sugar Corporation, the largest sugar company in Thailand
• G4S Plc – advising G4S on the disposal of their cash management business in Thailand to Guardforce
• Actavis Plc – advising Actavis on their purchase of Silom Medical a generic pharmaceuticals manufacturer
• Abric Berhad – advising Abric on the Thai aspects of the sale of their entire business to Essent Group
• Nirvana Asia Limited – advising Nirvana on the Thai aspects of its IPO on the Hong Kong Stock Exchange
• WestRock – advising on acquisition of business of whole-selling printed matter and the entire business transfer
• Western Jet Aviation – advising on the joint venture arrangement between Western Jet Aviation and MJETS
• Iron Balls International – advising on acquisition of Iron Balls business
• Fast React – advising Fast React on the Thai aspects of the sale of its business to Coats Plc
• TriMas Corporation – acting for TriMas on the acquisition of a Thai gasket and sealing business
• ALSTOM – acting for ALSTOM on the acquisition of a Thai transportation business
• Chemtura – acting for Chemtura on the sale of its Thai agrichemicals manufacturing facility and business
• Brady Corporation – acting for Brady on the sale of its Thai semiconductor manufacturing facility and business
• Rolls-Royce Singapore Pte Ltd – advising Rolls-Royce on its trading business in Thailand
• Earthport – advising Earthport on the cross-border payment business in Thailand
• Amethyst Asia Focused Fund – providing Thai regulatory advice in respect of the establishment of Cayman fund
• RVC Merging Asia Fund – providing Thai regulatory advice in respect of the establishment of Cayman fund
• BBA Aviation – advising BBA Aviation on agreements to be entered into with Thai Airways in relation to the aviation business
• Microsoft (Thailand) Limited – advising Microsoft on the FIDIC contracts and lease agreement
• Sumitomo Corporation Thailand – advising Sumitomo in respect of security issues on the inventory pledge scheme
• Oji Paper (Thailand) – advising OPT on the trade competition, trademark licensing and the business of manufacturing and trading of paper products in Thailand
• JTB (Thailand) Limited – advising JTB on the tour agency business
• K Line Logistics (Thailand) – advising KLL(T) on the share restructuring and logistics and transportation business
• Thai Kodama , Ltd. – advising Thai Kodama on the technology transfer and technical assistance issues and the manufacturing business of automotive parts and engine covers
• Nippon Meat Packers Singapore Pte – advising NMPS on the establishment of the representative office in Thailand and the operation of frozen food business
• Oversea Vocational Training Association – advising OVTA on the establishment of foreign private organization

BOI

• Grand Horizon – advising and applying for the BOI investment promotion for the hotel business in Phuket
• Zilingo – advising and applying for the BOI investment promotion for the e-commerce business

Contact:

Mohamed Junaid Husain
[email protected]

Knowles Husain Lindsay, ALFA International’s member firm in South Africa, with offices in Johannesburg and Cape Town have extensive experience in corporate transactions.

Types of corporate transactions in which our firm has particular expertise

• Mergers and acquisitions.
• Corporate finance transactions such as share buy-backs, the issue of shares, the conversion of shares and the making of distributions (such as the declaration or payment of dividends).
• Joint venture structures (incorporated and unincorporated).
• Group re-organizations and restructurings.
• Finance agreements and security documentation.
• Companies’ constitutional documents and shareholders agreements.
• Agreements required by clients in context-specific settings (such as service level agreements, leases, supply agreements, distribution agreements, sub-contracting agreements, management agreements and escrow agreements).

Examples of transactions our firm has undertaken

(Parties’ identities withheld due to confidentiality constraints)

• Advised a multinational group on its entry into South Africa and the establishment of its corporate presence in South Africa.
• Advised a multinational group on its acquisition of a South African target company.
• Advised a multinational group on the South African elements of its worldwide group reorganizations.
• Advised a multinational group on the South African elements of its group demerger before it initiated its auction process.
• Advising a significant Chinese company on its participation in an auction process to acquire a significant South African business that had been placed in business rescue.
• Advised a significant South African pharmaceutical group on its acquisition by a JSE listed entity.
• Advised on numerous merger and acquisition transactions.

Contacts: