The theme of my first column in this newsletter as WLG President in 2016 was “Time to Meet Change with Change”. That theme was meant to be aspirational. Some 18 months later it appears to have been a self-fulfilling prophecy.

While some of my predecessor WLG Presidents may dispute this, I can’t remember a similar period when there have been so many changes to the WLG – its membership, organization, ways of doing things and more.

The various member firm mergers and other types of combinations (see Page 17) are, of course, a reflection of the changing times as far as law firms and their decisions regarding strategic growth go, internationally, regionally and nationally. These new combinations also reflect reactions to the changing forms and numbers of legal services providers around the world.

The WLG’s current challenge is to determine how we continue to remain valuable in such a market, particularly when that market is no longer susceptible to a “mono” definition of what a “law firm” is. I’ve certainly not seen many reliable definitions of what, for example, an “independent law firm” is, or what a “national” vs. an “international” vs. a “global” law firm are. And that’s before we even get to “poly-centric” law firms or whatever else some are calling themselves these days.

Nevertheless, it appears as if the WLG’s views of “member jurisdictions” and “jurisdictional limits” – and how these

WLG News: 2017 Asia Awards Winners

p. 3

Member Profile: Sołtysiński Kawecki & Szlęzak

p. 11

Upcoming Conferences: Tel Aviv

p. 24

ISSUE 75 | Q1/Q2 2017WLG NEWS

2017 Asia Regional Conference Highlights 2Member Firms Shine at 2017 Asia Awards Ceremonies 3WLG Online Initiatives Continue 4Member Surveys a Goldmine 5 Our Newest Member Firms 6Meet the Re-Organized WLG Staff Team 7Member Firm Marketing Pros Meet Up 8

SUCCESS STORIES

BKL and Greenberg Traurig Advise on Korean IPO 9 Bech-Bruun and Taylor Wessing Team Up on Acquisition 9MinterEllison Taps AZB and Chandler to Assist Client 9Setterwalls and Schjødt Team Up on Cross-Border Merger 10CMS Germany and Norway’s Schjødt Advise on Acquisition 10BKL and Makarim & Taira S. Work on Joint Venture 10A&PKS Referral Leads MinterEllison to Mighty Mandate 10

MEMBER FIRM PROFILE

Sołtysiński Kawecki & Szlęzak 11

MAJOR MATTERS

Member Firms’ News-Making Files 14

MEMBER FIRM NEWS

Member Firms Make Changes for Growth 17WongPartnership Leader Wins Prestigious Award 19

MEMBER NEWS ROUND-UP

Expansions, Events and Other News from WLG Firms 20

MEMBERS’ CALENDAR

Upcoming WLG Conferences 24Other WLG Events 24

Meeting Challenges with ChangeMessage From Swee-Kee Ng, President

2 Connections

are presented to members, potential clients and others – may need to adapt to the changing environment. A reality facing the WLG is that if we want to attract, and retain, first class firms in current and new jurisdictions, we have to realize that such firms may have their own growth strategies which may include expansion into other countries. The WLG has to adapt to such expansion possibilities and I believe it is necessary to have a WLG policy that enables our members to expand into certain jurisdictions overseas while at the same time remaining as an active and valued member of the WLG.

This is a sensitive and challenging topic that your Board of Directors, with input from the WLG Membership Committee, has spent time discussing over the past several months. Some of the factors that make the task challenging are the different sizes, growth ambitions and jurisdictional coverage of our member firms as well as some discernible differences in approach between the regions. We will propose some policy solutions over the next few months. But, if acceptable to the membership, even the efficacy of these solutions will need to be continuously monitored and adjusted as necessary to adapt to what we believe will be ongoing change into the foreseeable future.

I hope you agree that other changes implemented over the past 18 months or so are altogether positive. I believe what the WLG team has achieved recently, in modernizing and enhancing our member communications, “digging deep” to harvest our members’ feedback and ideas through our recent surveys, and the reorganization

of and changes to our staff team announced earlier this year are significant examples of ways we are meeting change with change. Another is our continuing focus on recruiting new high-quality firms in jurisdictions identified by our members as being important to you and your clients. Still another is our growing emphasis on helping more lawyers in member firms become more knowledgeable about and engaged with the WLG.

We’ll announce more changes – many of them suggested by members in our recent surveys and designed to keep the WLG changing in the future – for our future.

Best regards,

Swee-Kee Ng

WLGNEWS

Delegates Give Big Thumbs-Up to 2017 Asia Regional ConferenceA mix of new faces and member firm stalwarts came together in George Town, Penang, Malaysia on January 13-14 to advance relationships between their firms and exchange news and views on major legal and business developments in the region during the WLG’s 2017 Asia Regional Conference, held at the Shangri-La Hotel.

Nearly 40 delegates assembled for the opening dinner held at the Seven Terraces, a George Town Heritage Hotels property, to hear the company’s founder and CEO, former investment banker Chris Ong, speak about his passion: turning heritage buildings into beautifully restored boutique hotels. After winning the 2007 UNESCO Award of Distinction for heritage conservation with Australian business partner Karl Steinberg for their first project, the Galle Fort Hotel in Sri Lanka, the Penangite came back to his hometown with a desire to contribute to the rejuvenation of George Town. Since then, he

President’s Message Cont’d

Delegates signal their approval of 2017 Asia Regional Conference.

3Issue 75 | Q1/Q2 2017

has successfully completed four boutique hotels within the city’s heritage zone.

On Saturday, the always-ambitious full day of the conference kicked off with opening remarks by WLG President Swee-Kee Ng of Shearn Delamore & Co. (his firm hosted the event) and WLG Regional Director for the Asia-Pacific Scott Guan of Zhong Lun Law Firm in China. Then, Scott moderated a panel discussion on “Merger Control & Competition Law” featuring Yo-Yi Chen of Formosa Transnational in Taiwan, Nisha Kaur Uberoi of AZB & Partners in India, Pranat Laohapairoj of Chandler MHM Limited in Thailand, Yohanes Masengi of Makarim & Taira S. in Indonesia, Marhaini Nordin of Shearn Delamore & Co. in Malaysia and Tom Shon of MinterEllison in Australia.

Plenary II focused on the topic of “Younger Lawyer Development & Retention Issues” and was led by Wai King Ng, Managing Partner of WongPartnership LLP in Singapore. Several panelists took part in this lively discussion, including Eric Yang of Bae, Kim & Lee in South Korea, Hitoshi Sakai of City-Yuwa Partners in Japan, Manish Tully of Vaish Associates in India, Nguyen Duy Linh of VILAF in Vietnam, Ronald Lleno of SyCip Salazar Hernandez & Gatmaitan in the Philippines, Scott Guan and Swee-Kee Ng.

After a short networking break, K. Shanti Mogan of host firm Shearn Delamore & Co. provided an overview of “Arbitration in the Kuala Lumpur Regional Centre for Arbitration”. The Centre was established in 1978 under the

auspices of the Asian-African Legal Consultative Organization (AALCO) as its first regional centre established in Asia to provide institutional support as a neutral and independent venue for the conduct of domestic and international arbitration proceedings.

After lunch, Scott Guan moderated the always-popular “Asian Market Roundtable” session, during which conference delegates provided brief updates on recent business and legal developments in their respective jurisdictions. The formal program wrapped up with closing remarks by Swee-Kee and Scott, followed by a mini-tour of George Town and a dinner.

Enthusiastic thanks flowed to the event organizers and host firm throughout the following week, with delegates obviously well pleased with the learning and relationship-development opportunities provided by the 2017 Asia Regional Conference.

Next Up: EMEA Regional Conference in Tel Aviv

Younger lawyers with the WLG’s EMEA member firms will get their chance to experience a similarly full day of professional development and networking on September 10-11 at the 2017 EMEA Regional Conference, which will be hosted by Herzog, Fox & Neeman in Tel Aviv. Delegates may opt to arrive early over the weekend to visit Jerusalem and more of the country’s storied historical sites before the conference kicks off with an opening dinner on the evening of Sunday, September 10.

Member Firms Own Podia at 2017 Asia Awards CeremoniesIn yet another confirmation of the quality of the membership make-up of World Law Group, several member firms were recently recognized at both the 2017 Asia Legal Awards and the Chambers Asia-Pacific Awards.

At the Chambers Asia-Pacific Awards, left to right: Wei Bao and Lijun Cai of Zhong Lun Law Firm; Lina Amran, Makarim & Taira S.; Johanes Masengi, Makarim & Taira S.; Alvin Yeo, Wong-Partnership; Swee-Kee Ng, Shearn Delamore & Co.; Wai King Ng, WongPartnership; Catherine Sun, Chienbiao Li and Dong Feng, all of Zhong Lun Law Firm.

4 Connections

In the latter ceremony, held in Singapore on March 24, members singled out for excellence were:

• AZB & Partners as “India Law Firm of the Year for Client Service”;

• Shearn Delamore & Co. as “Malaysia Law Firm of the Year”;

• SyCip Salazar Hernandez & Gatmaitan as “Philippines Law Firm of the Year”; and

• Zhong Lun Law Firm as “PRC Dispute Resolution Firm of the Year”.

In addition, WongPartnership chairman and senior partner Alvin Yeo was bestowed with the “Outstanding Contribution to the Legal Profession” award by Chambers and Partners. (See Page 19 for this story.)

The Chambers Asia-Pacific Awards honour the work of national and international law firms across the region based on research for the most recent edition of Chambers Asia-Pacific. They reflect notable achievements over the past 12 months, including outstanding work, impressive strategic growth and excellence in client service.

A month earlier, at the 2017 Asia Legal Awards held on February 22 in Hong Kong, representatives of South Korea’s Bae, Kim & Lee and Singapore’s WongPartnership made multiple trips to the podium.

Bae, Kim & Lee took home the top honour of “Asia Firm of the Year”. The judging panel, made up of editorial staff of The Asian Lawyer, China Law & Practice and Legal Week (all now owned by American Lawyer Media) acknowledged the firm’s breadth of expertise and

success across practice groups, along with its caseload complexity.

The firm scored two Supreme Court victories, both against government agencies, that set standards for fuel gas surcharges and personal data protection. They also saw successes related to pharmaceutical patent licensing and invalidation, unfair competition, and some of Korea’s most prominent M&A and IPO deals in 2016.

In addition, BKL’s Dongwoo Seo and Hee-Gang Shing were recognized as “M&A Lawyer of the Year” and “Securities Lawyer of the Year” respectively.

On the same night, Singapore’s WongPartnership was named “Disputes Firm of the Year”, having won a landmark appellate case on behalf of Macau-based Sanum Investments Ltd. before the Singapore Court of Appeal and a multimillion-dollar landlord-tenant dispute between Takashimaya Singapore and Ngee Ann City Development.

WongPartnership was also recognized as “Employment Firm of the Year”, having demonstrated its strength in some of Asia’s most challenging employment disputes, including EFG International’s proposed acquisition of BSI Bank, Singapore’s private-banking business, and a multimillion-dollar lawsuit by a former C-suite executive of a Singapore-listed conglomerate. Last but not least, the firm was also singled out for its involvement in the USD 1.5 billion restructuring of Pacific Andes, which was awarded “Finance Deal of the Year for Restructuring & Insolvency”.

WLG Online Initiatives Continue ApaceIt’s been a busy 12 months on the technology front for WLG as the Staff Team, at the direction of the Board of Directors and with input from the Business Development Committee, continues to roll out improvements to the organization’s communications and online platform. All are part of the WLG’s “Expanding Connectivity Project” championed by President Swee-Kee Ng.

First to be released late last year were e-versions of event announcements and other member communications, as well as templates for a series of practice and industry area e-bulletins. An e-version of this members’ newsletter, WLG Connections, is now ready to be implemented. Both of the latter will prompt changes in the way member firms submit news – changes that were recently announced to all Key Contact Partners as well as marketing/business development professionals at member firms with whom the WLG team liaises with regularly.

Next up is the release of version 1.0 of a “WLG Member Dashboard”, which has been designed to give Key Contacts and other designated users in their firms an “at a glance” overview of their involvement in WLG and to manage their presence on www.theworldlawgroup.com. Among other things, the Dashboard will enable members to:

• Track all people in their firm who are designated as Key Contacts and marketing/BD contacts, and who are members of WLG committees, practice and industry groups;

5Issue 75 | Q1/Q2 2017

• Access their recent emails from WLG;

• Check, at a glance, when their firm’s profile and Member Firm Fact Sheet were last updated on www.theworldlawgroup.com;

• Monitor which of their firm’s news, major matters, legal updates and other content have been published on www.theworldlawgroup.com. (Note that this will become even more important as the WLG Staff Team will be selecting content from that published to the site by members for inclusion in practice/industry e-bulletins and future issues of WLG Connections);

• Check upcoming WLG events.

The new Dashboard will also enable users to select and download or email to colleagues or clients up to five Member Firm Fact Sheets at once, eliminating the need to visit each member’s page on the WLG website to do so.

It will also provide direct access to a “bank” of WLG content, such as collateral, news stories, recent referral stats, etc., so Key Contacts and firm marketing/communications professionals will be able to easily share this information via their firms’ internal newsletters, intranets and presentations.

Version 1.0 of the Member Dashboard is scheduled for launch early this fall. Future versions may see the addition of a WLG referrals management system if consultations with members indicate such a system would be helpful to a “critical mass” of member firms.

Future Developments

With the Member Dashboard launched, the WLG Staff Team, led by project manager Keelin Mayer, will move to final design and development of a “Find a Colleague” feature. This enhancement is designed to meet,

at least in a preliminary way, requests by WLG practice and industry group members among others, to be able to more easily identify, learn about and connect with their colleagues in other member firms.

The “Find a Colleague” feature will enable any lawyer who has registered to log-in and access the “Members’ Centre” to also provide a brief profile, including contact information, up to five areas of practice, their WLG practice and industry group memberships, and a link to their full bios on their own firm’s website.

In fact, Key Contacts and other lawyers who are members of any WLG practice/industry group and who have registered to access the Members Centre can already include a link to their bios by logging in, clicking on “My Profile”, going to “Additional Information>Edit” and adding the url in the field provided from their bio page on their own firm’s website. Doing so makes their name (e.g. on any WLG committee or practice/industry group membership list) a live link to their bio page.

For additional information on any of these developments or assistance, contact Keelin at kmayer@theworldlawgroup.com.

Member Surveys Yield Goldmine of Feedback and IdeasThe results of two recent member surveys conducted at year-end 2016 are giving the WLG Board of Directors much to chew on.

An analysis of the 230 responses to the surveys – an in-depth

6 Connections

questionnaire answered by Key Contact Partners of nearly all member firms (“the KCP Survey”) and a shorter “General Members Survey” in which approximately 160 individuals participated – is currently being reviewed by the Board, which will also consider recommendations for action based on the results proposed by WLG Executive Director Beth Castro and other staff.

A comprehensive report on the survey results and the Board’s review will be shared with member firms shortly. In the meantime, some highlights of the survey responses are:

• 97% of respondents to the KCP Survey said their firms valued WLG for inbound referrals. While a positive response in this regard was expected (after all, it’s the main reason many firms become members), the degree of perceived value was somewhat higher than expected: 36% of respondents said the WLG was “Very Valuable” for inbound referrals, 43% said it was “Valuable” and 18% chose “Somewhat Valuable”. Only 3% said the WLG was “Not Very Valuable” for inbound referrals while no respondents answered, “Not Valuable”;

• 100% of KCP Survey respondents said they valued WLG as a “trusted, high-quality network for outbound referrals” with a whopping 90% saying the network was “Valuable” or “Very Valuable” in this regard;

• 95% of KCP Survey respondents indicated their satisfaction with the quality of WLG’s 57 member firms with 56.9% saying they were “Very Satisfied” and

another 38.5% saying they were “Satisfied”;

• 98% of KCP Survey respondents said that WLG does a good job of communicating relevant, important information to them. However, more than 50% of non-KCP participants in the General Members Survey said they would like to hear from WLG more often;

• 97% of KCP Survey respondents said that WLG’s recent initiatives to involve more younger lawyers were helpful, with 87% agreeing these initiatives were “Very Valuable” or “Valuable”;

• Many respondents to both surveys suggested the need for more opportunities for involvement by non-KCP lawyers in their firms, e.g., via more active WLG practice/industry groups and more networking opportunities at both WLG and external events;

• 84% of KCP Survey respondents said they believed the WLG could be doing more to help build referrals and business development opportunities for member firms – and many suggested specific ideas. While some are already in place (indicating WLG needs to better communicate existing programs and resources), the Staff Team has captured several of these ideas in its recommendations to the WLG Board of Directors.

Get to Know Our Three Newest MembersAs many members will already be aware, three top-tier firms in their national markets – Bruchou, Fernández Madero & Lombardi

Abogados of Argentina, Burness Paull LLP of Scotland, and WongPartnership LLP of Singapore – were all admitted to the WLG membership during the WLG’s Fall 2016 Conference in Houston, Texas last September.

We’ll provide in-depth profiles of our three newest members in upcoming issues of WLG Connections. For now, here are brief introductions to these three impressive firms. Profiles and more information on them are available on www.theworldlawgroup.com and URLs for each of their websites are included in the relevant sections below.

Argentina: Bruchou, Fernández Madero & Lombardi

Joining as the WLG’s second member in Argentina, Bruchou, Fernández Madero & Lombardi (BFM&L) was founded in 1990 to provide legal advice to companies operating in an economy subject to rapid and dramatic structural changes.

Today, BFM&L is a leading full-service law firm in Argentina. Its national standing and international reputation are evidenced by BFM&L having been named “Law Firm of the Year – Argentina” in 2015 by Chambers and Partners – its third major award from Chambers. Among other accolades, BFM&L was also recognized as “Law Firm of the Year – Argentina” in 2016 by the International Financial Law Review – the sixth time in the last 10 years it has won this award. With 140 lawyers, BFM&L has expanded faster than any other Argentine law firm in recent years.

7Issue 75 | Q1/Q2 2017

Founding partner Enrique Bruchou and partner Ignacio Minorini Lima are WLG Key Contact Partners and both will attend the 2017 Spring Conference in Warsaw.

Learn more about the firm at www.bfmyl.com.

Scotland: Burness Paull LLP

Burness Paull has a single, refreshingly clear goal: “to be the best Scottish law firm in the world.” And that’s exactly what WLG was looking for when it invited the firm to become its new member for Scotland and admitted it to membership last autumn.

With 500 employees, including 60 partners, Burness Paull is “unique in having full commercial offerings in the three main Scottish business cities of Aberdeen, Edinburgh and Glasgow,” notes Chambers and Partners in its United Kingdom guide. While priding itself on working for many of the country’s leading companies, 40% of the firm’s revenues are derived from international work. In the past year, Burness Paull has worked on deals totalling over GBP 10 billion in more than 60 jurisdictions.

Firm chair Philip Rodney and corporate head Peter Lawson are WLG Key Contacts and look forward to meeting WLG colleagues in Warsaw. For more information, visit www.burnesspaull.com.

Singapore: WongPartnership LLP

Singapore’s premier law firm, WongPartnership, was the third new member to be admitted to the WLG last fall. Founded in 1992, the firm has achieved dynamic growth with nearly 300 fee-earners covering every major area of practice. WongPartnership has also consistently earned numerous accolades in recent years from Chambers and Partners, the International Financial Law Review, Financial Times, The Asian Lawyer and Asia Legal Business, among others – both “Singapore Firm of the Year” awards as well as several more for major M&A and corporate finance deals, and for corporate citizenship and gender diversity.

WLG Key Contact Partners for WongPartnership are managing partner Wai King Ng and partners Andre Manian and Andrew Ang, who will all attend the Spring Conference in Warsaw. For more information, visit www.wongpartnership.com.

After the enthusiastic votes to admit the three firms on September 17, President Swee-Kee Ng welcomed them to the organization, noting that the admission of each new member was another testament to the WLG’s singular focus on member quality since its founding in 1988.

“We are delighted to gain three such distinguished firms, each an undisputed leader in your own national markets and beyond, as our newest members,” he said. “Your ability to serve the clients of all of your fellow WLG member firms comprehensively, efficiently and effectively whenever the need arises adds significantly to our unparalleled global offering of tried and trusted, full-service law firms.”

New WLG Staff Team Off to Strong StartAs World Law Group President Swee-Kee Ng explained in communication to members in February, the organization’s growth and the related increase in member-service needs, as well as the WLG’s expanding programs, services and events prompted a review of the WLG organization and its staffing needs last year. That review resulted in a reorganization and changes to the responsibilities of the WLG’s small staff team.

A few months later, while team members are still settling into their new roles and responsibilities, the changes appear to have been smooth to most members.

Under the day-to-day leadership of Beth Castro, appointed in February to the new role of Executive Director, operations have been kept humming. Beth, who joined WLG

Enrique Bruchou and Ignacio Minorini Lima

Philip Rodney and Peter Lawson

Wai King Ng, Andre Manian and Andrew Ang

8 Connections

in 2002 as our second full-time employee and who has served as Director of Group Services for the past several years, continues to work closely

with the WLG President, Board and other members of the Staff Team to manage finances, employees, member programs, services and events (including our growing number of conferences) and other major activities. Beth will continue to report to the WLG President and Board, and will also continue to support WLG’s Membership Committee, currently chaired by David Kay of Drinker Biddle & Reath LLP. Members can reach Beth at bcastro@theworldlawgroup.com.

Many Key Contact Partners, member firm marketing and business development professionals and other contacts have already “met” Hanna Shea, WLG’s

Manager, Communications & Network Development. She’s spent a significant amount of time since joining the organization in February contacting WLG members to introduce herself and to learn about their firms and ideas. Hanna brings more than 10 years of experience in legal marketing, business development and event management with Holland & Hart and Jackson Lewis in Denver, Colorado, where she currently resides, and Morrison & Foerster in New York.

Hanna is assuming many of the responsibilities carried out by Shelley Boyes, Director of Marketing & Communications, who will leave WLG after 11+ years on June 30. (She’s been working on a part-time basis to help with the transition, and will make a formal farewell at the WLG’s Spring Conference in Warsaw.)

While working with WLG practice and industry groups, managing member communications, supporting the WLG Business Development Committee and other mandates, Hanna reports to Beth on a day-to-day basis, with a “dotted line” reporting relationship to the WLG President. Delegates attending the 2017 Spring Conference in Warsaw will be able to meet Hanna in person. Contact her at hshea@theworldlawgroup.com.

Keelin Mayer has been stepping enthusiastically into her new role as Manager, Technology & Member Services. Many readers will be

aware that since Keelin joined WLG in 2011 as Administrative & Online Coordinator, she has taken on much of the responsibility for the development and operations of our digital platform, including our public website, members-only site, events site, content management system and mobile apps, as well as liaising with our technology vendors/providers.

Keelin has also assumed more responsibility for WLG’s initiatives to engage younger lawyers, including our social media

programs, the IEP and Internship Program, and TheHub@WLG, as well as many other new tasks. She too will report to Beth on a daily basis with dotted-line reporting to the WLG President, and will continue to work closely with other members of the WLG staff team. Continue to contact Keelin on all matters relating to the WLG’s digital platform at kmayer@theworldlawgroup.com.

Member Firm Marketing/Development Pros Meet Up

Delegates from three WLG member firms arranged to get together and get acquainted during the 2017 Legal Marketing Association Conference in Las Vegas, Nevada in March. Bottom row, left to right: Katherine Nativi (Arias Law); Jessica Johnson (Miller & Martin); Adriana Chacon (Arias Law). Top row, left to right: Regina Llamosas Moran (Santamarina y Steta); Lori Pilon (Miller & Martin); Melissa Montalvo (Arias Law); Silvia Garcia G. (Santamarina y Steta).

Hanna Shea

Keelin Mayer

Beth Castro

9Issue 75 | Q1/Q2 2017

SUCCESSSTORIESBae, Kim & Lee and Greenberg Traurig Advise on Korean IPO Listing by America’s Englewood Lab, Inc.Bae, Kim & Lee advised New Jersey-based corporation Englewood Lab, Inc. (EWI) on its successful IPO and its listing on the KOSDAQ Market Division of the Korea Exchange (KRX). Greenberg Traurig acted as U.S. counsel for the deal.

The issuer, an innovator in the skin care ODM and OEM industry, successfully listed on the KOSDAQ Market of the Korea Exchange on October 14, 2016, raising KRW 25.2 billion by offering 4,200,000 Korean Depositary Receipts (KDRs) on the KRX. The first day closing price was KRW 7,300 – 122% of the offering price of KRW 6,000, marking a rare event in the current economy. The offering was made in reliance on Regulation S under the U.S. Securities Act of 1933, as amended.

BKL advised on and led all legal aspects of the IPO, contributing to establishing the legal foundation enabling EWI to list on the KRX, including (i) advising on structuring and other corporate matters relating to the IPO and listing, including the pre-IPO restructuring and other corporate organizational matters of the issuer to meet the KRX listing eligibility requirements and standards, (ii) reviewing and negotiating various agreements, including the firm commitment

underwriting agreement, (iii) leading, overseeing and performing legal due diligence for the IPO, (iv) reviewing and preparing materials and documents such as the securities registration statement relating to listing on the KRX, (v) negotiating, coordinating and working with Greenberg Traurig, (vi) providing legal advice relating to the subscription and sale generally, (vii) issuing a legal opinion, and (viii) working with the Korean regulators and authorities relating to the IPO and listing.

EWI became the third U.S. company to list on the KRX, and EWI’s Korean IPO marked the return of U.S. issuers to the KRX after more than three years, since Access Bio, Inc.’s listing on the KRX in 2013, a major KRX listing on which BKL’s IPO team also advised.

Bech-Bruun and Taylor Wessing Advise Nordex Group on Acquisition The Nordex Group has acquired SSP Technology A/S, a developer and manufacturer of rotor blade moulds and the holder of numerous patents for the production processes for this component. The acquisition includes IP rights, around 70 employees and facilities with a floor area of some 10,000 square metres in Denmark.

Bech-Bruun and Taylor Wessing advised the Nordex Group on the acquisition of SSP Technology A/S. Both law firms have worked together with Nordex before.

With this transaction, Nordex aims to reinforce its technological position in the development of even larger and more efficient turbines. Looking forward, the greater

integration of mould and prototype engineering will allow Nordex to respond more flexibly to fast-changing market conditions.

Nordex Group’s legal advisors from Bech-Bruun were M&A partner Jakob Oestervang and associate Tejs Dyrvig Ernst, both of the Århus office. Taylor Wessing partner Dr. Carsten Schulz advised from Hamburg.

MinterEllison Taps AZB and Chandler to Assist with AcquisitionMinterEllison has collaborated with WLG member firms in Asia to assist Japan’s Kajima Corporation in acquiring a majority equity stake in construction group Cockram Construction.

Acting as legal counsel for Kajima, MinterEllison was assisted by AZB & Partners in India and Chandler MHM Ltd. in Thailand, who advised on local law aspects of the transaction.

Cockram Construction is a privately owned, multidisciplinary construction services company, which operates in Australia, New Zealand, the United States, Hong Kong, mainland China, Malaysia, India and Thailand. Tokyo-based Kajima is one of Japan’s “Big Five” builders.

Kajima’s investment in Cockram is expected to ultimately lead to a merger between Cockram’s Australian business and Icon Construction Group, an Australian residential and commercial builder in which Kajima also holds a strategic investment. The merged entity is expected to generate annual revenue of AUD 2 billion.

10 Connections

Setterwalls and Schjødt Team Up on Cross-Border MergerThe April 2017 merger between Rederi AB Soya and Wallenius Lines AB with Wilh. Wilhelmsen Holding ASA and Wilh. Wilhelmsen ASA, in which the assets of the Wallenius Group were assumed by Wilh. Wilhemsen ASA, will create a world-leading shipping and logistics platform.

Wilh. Wilhemsen ASA, a company listed on the Oslo Stock Exchange, is paying a merger consideration consisting of approximately 200 million new shares with an estimated net value of SEK 8 billion (approximately USD 887 million).

The Setterwalls team, which included partners Åke Fors and Håkan Fohlin, acted as lead legal advisors for Soya and Wallenius Lines, and was assisted in Norway by Schjødt’s Erling Christiansen, among others.

CMS Germany and Norway’s Schjødt Advise Hexagon Composites on AcquisitionCMS Germany and Schjødt advised Hexagon Composites ASA on the acquisition of all shares in xperion Energy & Environment GmbH from AVANCO GmbH. Hexagon Composites ASA is a listed Norwegian manufacturer of composite pressure cylinders for gases and alternative energy, such as hydrogen.

Hexagon and AVANCO will jointly have a strong position in the future market for hydrogen technology used in cars, buses and trains.

Bae, Kim & Lee and Makarim & Taira S. Work on Joint VentureA Korean fund established by Dominus Investment entered into a Korean joint venture with a Korean company and fund investors to invest in Indonesia-based hotel and resorts group, PT Bukit Ulu Watu Villa Tbk (BUVA), by acquiring newly issued shares and existing shares of BUVA through a Hong Kong SPC. The investment was made using the most tax-efficient structure available based on legal and tax analyses conducted in three jurisdictions – Korea, Hong Kong and Indonesia. The investment required a comprehensive review of legal and tax risks associated with overseas investment by a Korean private equity fund in partnership with a Korean company and various pension fund investors, compliance with Indonesian local listing and public filing regulations, and other multi-jurisdictional compliance.

BKL was the lead advisor, involved in the negotiation and execution of transaction documents, and review of tax issues in coordination with local tax advisors. Makarim & Taira S. acted as local counsel advising in Indonesian law matters, including due diligence.

Arnold & Porter Kaye Scholer Referral Leads MinterEllison to Mandate on AUD 1 Billion ProjectIn early 2016, Darren Skinner at Arnold & Porter Kaye Scholer introduced MinterEllison to Albemarle, a leading specialty chemicals company. The initial introduction related to governance

advice concerning a joint venture based in Australia. Since the initial introduction MinterEllison has been assisting Albemarle with a number of Australian matters.

Recently, Albemarle initiated a project to expand its Australian lithium mining joint venture – the world’s largest hard-rock spodumene (lithium) mine and concentrate production facilities in Western Australia. MinterEllison’s Corporate, Energy & Resources, Real Estate, Environment and Planning Divisions in Melbourne, Brisbane and Perth have been assisting Albemarle with this substantial project. With MinterEllison’s assistance, Albemarle recently completed negotiating a concession with the State of Western Australia to assist in the expansion project.

If the project proceeds, it is expected to have an end value of over AUD 1 billion.

Have a Success Story or Client Testimonial?The most important kind of news WLG member firms can send us is about a “Success Story” (a matter on which two or more member firms have collaborated) – or a testimonial from the client involved.

Please email Communications & Network Development Manager Hanna Shea at hshea@theworldlawgroup.com with any Success Story, testimonial or similar news. We’ll follow up for more information or clarification if required.

11Issue 75 | Q1/Q2 2017

WLG MEMBER

PROFILEClose-Up on Sołtysiński Kawecki & Szlęzak: Our Spring Conference Host FirmSome readers will remember witnessing via television the uprisings against the Communist regime in Poland throughout the 1970s, which culminated in 1980 with work stoppages at the Gdańsk Shipyard, led by electrician-turned-activist Lech Wałęsa.

This action and similar protests around the country brought Poland’s economy to a standstill, until the signing of the Gdańsk Agreement and similar ones between protesting workers and government. Following the successful resolution of the largest labour confrontation in communist Poland’s history, the new national union movement “Solidarity” swept the country. But it was to be another 10 years of repression and political maneuvering before Lech Wałęsa became the first popularly elected President in December 1990. Poland’s first free parliamentary election was held in 1991.

June of the same year saw the formation of Sołtysiński Kawecki & Szlęzak, familiarly known as SK&S. Its early and continued growth has been due, to a significant degree, to its founders’ assumptions regarding the direction in which the Polish legal services market would develop as the country embraced change, including a more

liberal, outward-looking economy. Professor Stanislaw Sołtysiński, Dr. Andrzej W. Kawecki, Professor Andrzej Szajkowski and Dr. Andrzej Szlęzak believed this transition would result in a growing demand for comprehensive, professional legal services, as the traditional sole-practitioner offices would not be able to meet increasingly sophisticated business demands.

And so it went. After the fall of communism, the government policy of guaranteed full employment ended, and many large, unprofitable state enterprises were closed or restructured. Among new economic policies adopted were measures designed to encourage foreign investment. Fledgling business law firms such as SK&S grew with the need for legal assistance with ownership transformations, and new national and foreign investments.

(The country had also centred its sights early on becoming part of the European Union and was admitted in 2004. Ten years later, former Polish Prime Minister Donald Tusk became President of the European Council, and with his re-election in March, he will preside over negotiations over the United

Kingdom’s withdrawal from the EU and subsequent trade talks.)

After its own 1991 start in Warsaw, growth was sure and steady for SK&S. It opened its first branch office in Poznań in 1997, which significantly enhanced the firm’s ability to serve clients along the Polish-German border. In January 1999, it opened another branch office in Katowice, Silesia, in south-central Poland. In 2006, another branch office opened in Wrocław. Today, more than a quarter-century after its founding (the firm celebrated its 25th anniversary in 2016 with festivities including a 400-guest gala held at the National Museum in Warsaw), SK&S is universally acknowledged as one of the premier law firms in Poland with over 125 lawyers working in its four offices across the country.

In addition to an impressive roster of domestic clients, SK&S has acted locally for leading multinationals such as Citi, GE Capital, Goodyear, Google, Microsoft, Intel, Deutsche Bahn, Henkel and UPS.

Varied Practice Strengths

The firm’s well-regarded, full-service offerings are part of its

From left to right Tomasz Kanski, Rudolf Ostrihansky, and Robert Gawałkiewicz of SK&S.

12 Connections

appeal for both domestic and international clients. For example, its Banking and Finance, Capital Markets, Corporate and M&A, Energy and Infrastructure practices are consistently ranked among top-tier firms by leading market-watchers such as Chambers and Partners, Legal 500 and the International Financial Law Review.

Its much-lauded IP department is one of the largest and leading practices in Poland, with 19 lawyers, including six partners and of counsels. SK&S was also one of the first Polish law firms to create a separate tax practice, which has grown to a dozen lawyers and is now one of the largest tax teams among law firms in the country.

SK&S is also noted for its dispute resolution strengths. Its sizeable litigation practice currently handles most of the country’s major infrastructure disputes. Its employment law department is the largest in Poland as is its white-collar fraud and investigation practice, where is has developed significant experience in internal investigations. Financial regulation and restructuring work are two more strengths.

To list just a few of its recent mandates, SK&S:

• Is advising China Security & Fire Co. Ltd., a Shanghai Stock Exchange-listed company, in signing the preliminary share-purchase agreement with a

company controlled by the Value4Capital (V4C) private equity fund, related to the acquisition of Konsalnet Holding S.A. and its subsidiaries (one of Poland’s largest security firms). The transaction value is approximately EUR 110 million;

• Advised Uniwheels Holding (Malta) Ltd. (“UHM”) in a transaction involving the sale of a majority block of shares in the Germany-based, Warsaw Stock Exchange-listed company, Uniwheels A.G., to the American corporation Superior Industries International. Uniwheels is a leading producer of aluminum wheel rims in the European market, and one of the largest suppliers of wheel rims to car

Sołtysiński Kawecki & Szlęzak’s 25th anniversary gala in 2016 at the National Museum in Warsaw.

13Issue 75 | Q1/Q2 2017

manufacturers in Europe. Superior is the largest producer of aluminum wheels for passenger cars and small delivery vans in North America, and is listed on the New York Stock Exchange. SK&S advised UHM in the transaction, including regulatory obligations related to the sale of the controlling block of shares in Uniwheels as well as in preparation of the agreement with Superior. The value of the transaction (100% of the shares) is over PLN 2.8 billion;

• Advised U.S.-based Mohawk Industries Inc. in a transaction involving the takeover of Polcolorit S.A., a company listed on the Warsaw Stock Exchange and the oldest private firm producing ceramic tiles in Poland. Mohawk is a leading global producer and distributor of high quality floors, including ceramic tiles. Mohawk, headquartered in Calhoun, Georgia, USA, is listed on the New York Stock Exchange and is on the Fortune 500 list of the largest corporations. It employs over 34,000 workers worldwide. SK&S advised Mohawk in all aspects of the transaction.

Since being admitted as a member of World Law Group at the 2013 Spring Conference in Moscow, SK&S has also worked on several matters with other WLG members, such as:

• The Goodmans LLP-led acquisition of Toronto-based ABC Group, Inc. – one of the world’s leading automotive suppliers of thermoplastic components and systems with

36 locations throughout North America, South America, Europe and Asia – by an affiliate of Cerberus Capital Management, L.P. (Cerberus), a leading global private investment firm last year; and

• Assisting Santamarina y Steta and its Mexican conglomerate client, Grupo Industrial Saltillo, S.A.B. de C.V., to successfully complete a tender offer to acquire all of the issued and outstanding shares of a Luxembourg company listed on the Polish Stock Exchange, with operations in Poland, Spain and the Czech Republic.

Ready to Welcome WLG Delegates

SK&S WLG Key Contact Partners Dr. Rudolf Ostrihansky and Tomasz Kański, along with Robert Gawałkiewicz (who replaced Rudolf as Managing Partner on January 1) and other legal professionals and staff, have been working energetically for months on preparations to welcome WLG conference delegates and guests to Warsaw.

When proposing Warsaw for the WLG Spring Conference, Rudolf explained that SK&S wanted, first of all, to provide WLG members with the possibility to learn more about Poland and Warsaw. “Warsaw epitomizes Poland’s creativity, resilience and ability to reinvent itself,” Rudolf said.

He noted that Warsaw has been the capital of Poland (despite a 100+ years’ hiatus due to Poland’s partitioning at the end of the 18th century) since the beginning of the

17th century, after King Sigismund III Waza (of Swedish origin) decided to move his main royal residence from Kracow to Warsaw.

“It has a vivid political and cultural history as a city where influences of Western and Eastern European culture have always crossed,” Rudolf continued. “Here, Poles traditionally elected their kings, and also adopted the first written constitution in Europe in 1791. But it is also the city of Frederic Chopin’s and Marie Skłodowska-Curie’s youth. Almost entirely destroyed during World War II, Warsaw emerged like a Phoenix from the ashes and is today, more than ever, a vibrant and thriving city.”

When asked to comment on SK&S’s experience as a WLG member firm since it joined the alliance in 2013, he observed:

“Considering the changing business environment, globalization, the importance of access to information and – most importantly for an independent law firm – networking opportunities, we need to constantly build and maintain relationships. We are convinced that being a part of World Law Group is one of the ways leading to that objective. We very much appreciate having joined this exclusive association and we are convinced it is a good professional step for Sołtysinski Kawecki & Szlezak. We are very impressed with the current shape and size of this organization.”

Learn more about SK&S at www.skslegal.pl.

14 Connections

MAJORMATTERSGoodmans Advises Spectra Energy on $37 Billion Merger with EnbridgeOn February 27, 2017, Enbridge Inc. completed its stock-for-stock merger to acquire all of the outstanding common stock of Spectra Energy Corp for approximately CAD 37 billion. This transaction is the largest foreign acquisition ever completed by a Canadian company and resulted in Enbridge becoming the largest energy infrastructure company in North America with an enterprise value of approximately CAD 166 billion (USD 126 billion).

According to Thomson Reuters’ Global M&A Legal Advisory Review for the full year of 2016, the Spectra Energy/Enbridge deal is ranked #7 in the Top 15 Worldwide Announced Deals and #6 in the Top 10 U.S. Announced Deals.

This merger combines Enbridge’s liquid-weighted midstream assets located primarily in western Canada and the U.S. Midwest with Spectra’s network of primarily gas-related midstream assets in the U.S. North, Gulf Coast and Midwest, and the Canadian province of British Columbia. Enbridge is North America’s premier energy infrastructure company with strategic business platforms that include an extensive

network of crude oil, liquids and natural gas pipelines, regulated natural gas distribution utilities and renewable power generation.

The Goodmans team was led by Robert Vaux and included Jamie van Diepen (Corporate), Mitchell Sherman and Carrie Smit (Tax), John Alton (Pensions and Benefits), Susan Garvie (Employment), Calvin Goldman and Richard Annan (Competition), Maureen Berry (Executive Compensation) and Peter Ruby (Regulatory).

Mason Hayes & Curran Acts for Activision Blizzard on Major U.S. AcquisitionDublin-based Mason Hayes & Curran acted as joint-lead counsel for Activision Blizzard, Inc. on its USD 5.9 billion offer for King Digital Entertainment plc by way of a scheme of arrangement. This deal was the largest ever acquisition of a gaming company under the Irish Takeover Rules.

As King (NYSE listed) is an Irish incorporated company, the transaction was subject to the Irish Takeover Rules and the jurisdiction of the Irish Takeover Panel, and the transaction documents were governed by Irish law. The transaction was being effected by means of a statutory scheme of arrangement under the Irish Companies Act 2014.

The transaction will enable Activision Blizzard, Inc., which already owns many of the biggest franchises in the games industry, to cement a leadership role in the mobile video game industry.

Corporate partner Justin McKenna led the Mason Hayes team on the transaction.

CMS Advises EnBW on Build of North Sea Wind Farm with Canada’s EnbridgeEnBW Energie Baden-Württemberg AG, in partnership with Canadian energy infrastructure company Enbridge Inc., is acquiring 49.9% of the shares in EnBW Hohe See, a major wind farm project led by the remaining 50.1%. The two shareholders will implement and finance the 500MW project jointly.

Comprising 71 wind turbines and a total investment of around EUR 1.8 billion, EnBW Hohe See is currently the largest German offshore wind farm project in the construction phase.

A CMS team advised EnBW on all legal aspects of structuring the project, selecting the co-investor and on the negotiations with Enbridge.

Arnold & Porter Kaye Scholer Advises Belize Bond Holders on Debt Restructuring Arnold & Porter Kaye Scholer advised the Belize Bond Holders’ Committee in the negotiation of a restructuring of Belize’s USD 526.5 million Bonds due 2038, which closed on March 21, 2017. The transaction demonstrated the utility of a robust creditor engagement clause in sovereign bonds, a clause which the firm negotiated for inclusion in the

15Issue 75 | Q1/Q2 2017

Belize’s Bonds at the time of its prior restructuring in 2013.

The Arnold & Porter Kaye Scholer team was led by partner Whitney Debevoise and included associates Carlos Pelaez and Brian Bombassaro.

The restructuring was accomplished by means of a consent solicitation in lieu of an exchange offer. This approach was made possible by the collective action clause included in Belize’s bond in the 2013 restructuring, also led by Whitney Debevoise. The negotiation took only five months, due to the utilization of the creditor engagement clause inserted in Belize’s bond in 2013 and use of the consent solicitation procedure.

The Belize transaction also contains innovations for a sovereign restructuring done without the International Monetary Fund. A significant innovation was the inclusion of commitments by the sovereign issuer with respect to fiscal adjustment reflected in an unwind clause if the National Assembly of Belize does not enact a public-sector budget that includes fiscal measures projected to produce a fiscal consolidation for the 2017/2018 fiscal year equal to 3.0% of GDP (in comparison with the Government’s fiscal performance for the fiscal year that commenced on April 1, 2016). A second innovation was the inclusion of commitments to seek a fiscal surplus of 2.0% of GDP in the next three fiscal years, with consequences for failure to achieve such a surplus.

This deal is also precedent-setting for sovereign debt restructuring policy. It demonstrates that creditor engagement clauses work and can make a significant contribution to a faster restructuring that saves resources for the country and for bondholders as opposed to a prolonged restructuring.

Taylor Wessing Advises XING on Takeover of LinkedIn by MicrosoftTaylor Wessing represented XING AG, operator of the leading professional network in the German-speaking countries, in the context of the European merger control proceeding in regards to Microsoft’s acquisition of LinkedIn. Although the European Commission approved the proposed takeover under the EU Merger Control Regulation, this was done on certain conditions, unlike in earlier comparable Internet transactions such as Facebook/WhatsApp or Microsoft/Skype.

The approval imposes on Microsoft a number of obligations in order to protect the competition between professional social networks (career networks) in Europe. The Hamburg-based XING AG is one of the greatest beneficiaries of those obligations. XING AG operates the leading professional network in the German-speaking countries and has more than 11 million members in that region.

The European Commission was concerned, in particular, that Microsoft might preinstall LinkedIn on its Windows PCs and

integrate LinkedIn into Microsoft Office so that the user databases of Microsoft and LinkedIn would be interlinked. Moreover, the Commission saw a risk of Microsoft denying the competitors of LinkedIn access to Microsoft application programming interfaces required to ensure interoperability with Microsoft products as well as access to user data stored in the Microsoft Cloud. According to the Commission, such measures would have impeded new market entries, thus disadvantaging competitors of LinkedIn.

In order to eliminate the Commission’s competitive concerns, Microsoft must, in future, make sure, among other things, that PC manufacturers and dealers are not forced to install LinkedIn on Windows and that the competitors of LinkedIn can rely on interoperability with Microsoft products and are granted access to the software developer portal “Microsoft Graph”. Those obligations will apply throughout the European Economic Area for a period of five years and will be monitored by a trustee.

In parallel, Taylor Wessing advised XING in bilateral contract negotiations with Microsoft, with the result that XING can continue to rely on a level playing field, including interoperability with Microsoft products.

The Taylor Wessing team in Hamburg who worked with XING General Counsel Kai K. Hollensteiner were Competition/Merger Control partner Dr. Marco

16 Connections

Hartmann-Rüppel, Data Privacy/IT partner Dr. Tobias Schelinski and Competition/Merger Control associate Dr. Stefan Horn.

Vaish Associates Counsels Idea Cellular in Record-Setting Merger with Vodafone IndiaIn the largest deal in India’s telecoms sector to date, Vodafone India Limited (VIL) and its subsidiary Vodafone Mobile Services Limited (VMSL) will merge into Idea Cellular Limited (ICL) through a scheme of amalgamation.

The transaction is subject to various approvals of shareholders, creditors, governmental authorities like the Securities & Exchange Board of India, stock exchanges, the Competition Commission of India and others. Upon the proposed deal going into effect, the entire cellular mobile telecommunication business of VIL and VMSL (other than VIL’s investment into Indus Towers Limited, its international network assets and information technology platforms) will vest into ICL. Upon closing of the transaction, promoters of Vodafone will hold 45.1% of the merged entity and promoters of ICL will hold 26% of the merged entity with balance to be held by public shareholders.

Vaish Associates acted as lead transactional legal counsel to ICL and Aditya Birla Group (ABG), and advised on all aspects relating to the combination of the respective cellular mobile telecommunication business of Vodafone India into

Idea. The work involved drafting, negotiating and finalizing key transactional documents including the implementation agreement, merger scheme, shareholders agreement, recharge agreement, brand agreements and other transactional documents. The project scope also involved formation of strategies for the combination, transaction structuring, regulatory advisory including securities law advisory, telecom M&A advisory and negotiations with domestic and international legal counsels of Vodafone group.

Bomi Daruwala led the Vaish team, which included principal associates Krishna Kishore, Amitjivan Joshi and Yatin Narang.

PLMJ Advises Ardian on Acquisition of Ascendi AssetsPLMJ provided legal advice to Ardian Infrastructure, a private investment fund, on the acquisition of shareholdings held by the Ascendi Group.

Through this deal, the Ardian Group acquired the whole of the share capital of the companies Ascendi PT and Ascendi PT II. In turn, these companies hold five motorway concessions: Ascendi Greater Lisbon, Ascendi Costa de Prata, Ascendi Beira Litoral and Beira Alta, Ascendi Norte, and Ascendi Greater Porto. In the same transaction, the Ardian Group also acquired three service and maintenance companies that are instrumental to these concessions, and a reference shareholding in Via Verde.

The transaction may also include the acquisition of three other motorway concessions.

Ardian manages one of the world’s largest investment funds and is the largest in Europe with approximately EUR 60 million under management.

The PLMJ team was led by partner Diogo Perestrelo, who heads PLMJ M&A and partner André Figueiredo, who heads PLMJ Capital Markets, and included Elsa Pizarro Pardal, of counsel with PLMJ M&A, Marisa Larguinho, a senior associate in the PLMJ Capital Markets team, and Guilherme Seabra Galante, an associate from PLMJ M&A.

Guyer & Regules Advises on Trio of Renewable Energy DealsThe WLG’s member in Uruguay has been involved in a number of transactions in the renewables sector in recent months. Among these are:

• Advising Deutsche Bank, Intesa Sanpaolo and Cordiant on the refinancing of a construction loan for Vientos de Pastorale S.A up to a total of USD 92 million. The firm advised on all Uruguayan law matters related to the payoff and the release of the Uruguayan security package.

• Advising Grupo Eurnekian’s subsidiary Corporación America, in the sale of a 90% stake of the Carapé wind farm project located in Maldonado, Uruguay to Saeta Yield S.A. The deal value was USD 65 million. (Spanish construction company

17Issue 75 | Q1/Q2 2017

Constructora San José sold the remaining 10% to SAETA, which takes over Carapé I and the Carapé II, the wind farms that purpose-built companies Fingano and Vengano operated.)

• Representing Fotowatio Renewable Ventures (FRV) in the sale of its Uruguayan subsidiary – Jacinta Solar Farm SRL – owner of a solar farm project in Uruguay, to Invenergy Group. Located in Salto in northern Uruguay, the 65-megawatt solar plant was the first solar power purchase agreement (PPA) signed with the Uruguayan state-owned electric company UTE. It was also the first to become operational when it began supplying electricity to the national grid in October 2015.

Cuatrecasas Advises Caixabank on BPI TakeoverIn February, Spain’s Caixabank successfully completed the takeover of Portugal’s second-largest listed lender, Banco BPI, paying approximately EUR 645 million euros (USD 690 million) to raise its stake to 84.5% from 45%.

Cuatrecasas advised CaixaBank on the BPI takeover bid process. CaixaBank is a Spanish financial services company owned by the Catalan savings bank La Caixa. Headquartered in Barcelona, the company consists of the universal banking and insurance activities of the La Caixa group, along with the group’s stakes in the oil and gas firm Repsol YPF, the telecommunications company Telefónica and its holdings in

several other financial institutions. It is Spain’s third-largest lender by market and has the most extensive branch network in the Spanish market.

Locke Lord Represents Hibernia NGS in Share SaleA team of Locke Lord lawyers represented Hibernia NGS Limited, a leading provider of global, high-speed network connectivity solutions and owner of terrestrial and sub-sea fibre assets, in the sale of all of its shares to GTT Communications, Inc. for USD 600 million.

GTT Communications, Inc. is the leading global cloud networking provider to multinational clients. Prior to this sale, Locke Lord represented Hibernia NGS Limited in multiple acquisitions in Europe, including one in which Setterwalls, the WLG’s member for Sweden, provided local advice.

MEMBER FIRM

NEWSMember Firms Make Changes for GrowthSeveral WLG member firms have gone through significant changes recently, including mergers, splits and rebrands – Arias Law in Costa Rica, Arnold & Porter Kaye Scholer in the U.S., CMS in Europe and Andrews Kurth Kenyon in Texas.

Costa Rica Member Re-Brands

Central America is now getting to know Arias Law – and WLG members should too. That’s the new name taken on by our Costa Rican member after the Muňoz side of the firm (formerly known as Arias & Muňoz) decamped to become a member of the Dentons network.

Arias remains unique in Central America, as it operates as a single firm rather than an alliance or network, and currently has seven fully integrated offices in six countries: Guatemala, El Salvador, Honduras, Nicaragua, Costa Rica and Panama. It is marking its 75th anniversary in 2017.

Key Contact Partner Vicente Lines, who has represented the firm at the past few WLG semi-annual conferences, will continue in this role. Vicente said his firm is delighted to be continuing as the WLG’s member in Costa Rica, and all of the firm’s offices are primed and ready to assist other WLG members and their clients. In addition, Arias Law is greatly looking forward to hosting the WLG’s 2018 Spring Conference. Contact Vicente at vlines@ariaslaw.co.cr and learn more at www.ariaslaw.com/en.

Andrews Kurth Marks 114 Years with Kenyon & Kenyon Merger

Last September – in the same month that Andrews Kurth celebrated its 114th anniversary and hosted the WLG’s 2016 Fall Conference – 55 lawyers joined the firm from Kenyon & Kenyon, a storied intellectual property and technology law firm.

18 Connections

The lawyers from Kenyon add significant patent, trademark and copyright litigation, counseling and prosecution experience to the firm’s already expansive practice in those areas. It also expands the firm’s geographic footprint with the addition of a Silicon Valley presence in Palo Alto, California, one of the country’s hubs for technology innovation, intellectual property litigation, venture capital and emerging company work.

“The Kenyon firm, which was founded in 1879, has long been recognized as a top tier intellectual property and technology boutique,” said Bob Jewell, who serves as the managing partner for the firm. “That longevity was a strong indication that we share a similar culture and core values with the lawyers who have joined us. The addition of these lawyers improves our ability to advise clients in sophisticated transactions and restructurings, high-stakes dispute resolution and complex regulatory matters, both domestically and internationally.”

To carry on the Kenyon tradition, the firm legally changed its name to Andrews Kurth Kenyon LLP.

“We are excited to have joined a firm with such an exceptional reputation and global reach,” said Edward Colbert, who served as Kenyon & Kenyon’s managing partner and who now serves on the firm’s Policy Committee and as global co-chair of the firm’s intellectual property and technology practice. “Just as important, this affiliation gives our long-time clients access to a

broader array of resources and a deep bench of talented attorneys.”

Arnold & Porter and Kaye Scholer Merger Effective January 1

The World Law Group’s long-time member for the U.S. District of Colombia became Arnold & Porter Kaye Scholer on January 1, 2017, when the D.C. firm’s combination with New York-based Kaye Scholer went into effect.

The merger was announced last November. Today, the combined firm has approximately 1,000 lawyers across nine domestic and four international offices. In its largest offices, the firm will have approximately 400 lawyers in Washington, DC and 325 lawyers in New York.

As Michael B. Solow, managing partner at Kaye Scholer, said when the merger was announced: “This combination enhances our ability to anticipate and address our clients’ most significant and complex legal matters and will result in service offerings that are among the broadest and deepest in the two key US legal markets—New York and Washington, DC. The combination will also maximize our collective ability throughout our platform to provide sophisticated legal counsel and strategic guidance to public and private entities on litigation, transactional, and corporate governance matters.”

Richard M. Alexander, now chair of the combined firm said: “The collective talents and financial resources of the new firm will allow us to continue to deliver to

clients the sophisticated counsel and service that they expect, while creating substantial economies of scale that will accelerate our investments in talent and technologies and enable us to pursue innovation in the efficient delivery of legal services.”

Alexander said that “the combination will allow us to stay true to the shared values of both firms. We will be one of the world’s leading pro bono law firms, continue to maintain a collegial work environment, and foster a consensus-based culture with an unyielding commitment to diversity and inclusiveness.”

CMS UK Merger Explained

The merger between London-based CMS Cameron McKenna (CMS UK), Nabarro and Olswang announced last fall will have a relatively minor impact on the five CMS firms that are WLG members: CMS DeBacker in Belgium, CMS Hasche Sigle in Germany, CMS Netherlands, CMS Reich-Rohrwig Hainz in Austria and CMS Russia.

While several European CMS offices will absorb some of the lawyers and staff from local offices of the merger partners, the biggest growth will be to CMS UK.

The merger, which was due to complete on May 1, 2017, will be the largest merger ever in the UK legal services market. Nabarro and Olswang will join the CMS UK LLP partnership. Overall, CMS will become the world’s sixth largest law firm by lawyer headcount.

CMS was established in 1999 by City-based Cameron McKenna

19Issue 75 | Q1/Q2 2017

and independent practices from Austria, Belgium, Germany and the Netherlands (all early WLG members), and has grown over the years with the addition of other firms, such as CMS Russia in Moscow, another WLG member.

While many recent major cross-border firm combinations have utilized the Swiss verein – a holding structure that allows member firms to join forces yet retain their existing forms (e.g., Dentons, DLA Piper, Hogan Lovells, King & Wood Mallesons, Norton Rose Fulbright), CMS is unique structurally since it operates as a European Economic Interest Grouping (EEIG). EEIGs do not separate out members’ liabilities, but are otherwise similar to vereins.

CMS is also more integrated than an alliance network, like WLG. For example, as well as tightly managed shared branding, it has a number of centralized managerial and operational functions, a single constitution and governance structure, and a global executive committee that determines firm-wide budgets and strategy. It also has a combined practice and sector group structure that runs across each of the 10 firms, with single leaders at a global – rather than regional or member – level.

Otherwise, each member firm is granted almost complete autonomy to run its own business and control aspects such as finances and staffing.

The new firm will trade as CMS, and the name of the UK LLP will be CMS Cameron McKenna Nabarro Olswang LLP.

(This article includes information from recent articles published by The Financial Times and legalweek.com.)

WongPartnership Leader Wins Prestigious Award

Alvin Yeo, chair and senior partner of new WLG member WongPartnership, was lauded for his “Outstanding Contribution to the Legal Profession” at the Chambers Asia-Pacific 2017 award ceremony in Singapore in March.

The prestigious award is given to only two recipients each year in recognition of exceptional work in their respective fields, continued contribution to the Asian legal arena and those who “have had a significant and lasting impact on their market and who are outstanding lawyers in their own areas of practice”.

Mr. Yeo is widely regarded as Singapore’s foremost arbitration counsel in the field of investor-state disputes and international commercial arbitration. He has acted for and advised international clients in complex, cross-border disputes and multi-jurisdictional enforcement proceedings. His extensive experience also covers financial disputes, contentious investigations, insolvency and restructuring, and financial services regulatory matters, including corporate fraud, anti-money laundering and insider trading.

In particular, Chambers lauded Mr. Yeo for providing leadership in proceedings at both Singapore’s and the International Chamber of Commerce’s arbitration centres (SIAC and ICC respectively) and noted he is “an excellent strategist as well as a first-rate litigator” who is “deeply impressive” and an “extremely capable individual”.

In accepting the award, Mr Yeo said: “This would not have been possible without the unwavering support of our clients and my colleagues over the past 25 years,” and noted that WongPartnership is celebrating its Silver Jubilee in 2017. “So this (award) is a fitting testament to the growth and success of WongPartnership in the Asia-Pacific legal landscape.”

WongPartnership’s Alvin Yeo

20 Connections

MEMBERNEWSROUNDUPANDREWS KURTH KENYON is the recipient of the University of Houston Law Center’s “2017 Law Gala Award”. The firm is the first law firm to receive the award. The Law Gala Award is given to recognize those who have shown exemplary support of the Law Gala and Auction, as well as the Law Center in general. Andrews Kurth Kenyon was chosen specifically because of the tremendous level of support the firm has provided to numerous areas of the Law Center over the years.

ANDREWS KURTH KENYON has been recognized as a leading U.S. firm in every major energy category in Chambers Global 2017. This year’s directory notes the firm’s experience across a broad range of practices, including: Energy: Oil & Gas (Regulatory & Litigation); Energy: Oil & Gas (Transactional); Projects: Oil & Gas; and Projects: Renewables & Alternative Energy. Eight of the firm’s lawyers were also ranked in the 2017 directory.

ARNOLD & PORTER KAYE SCHOLER has been ranked by the Bloomberg Government information platform as a “Top Performing Lobbying/Law Firm” of 2016. Due to Bloomberg Government’s rigorous criteria, Arnold & Porter Kaye Scholer is one of just four firms to qualify

for ranking. More than 1,700 firms were measured by key business performance metrics including growth, customer satisfaction, and profitability to determine firm performance.

Following ARNOLD & PORTER KAYE SCHOLER’S recognition as a “Top 10 Firm” in the Life Sciences Law Firm Index by Lake Whillans, Above the Law and MedCity News, MedCity News featured Life Sciences and Healthcare Regulatory co-chairs Daniel Kracov and Allison Shuren and transactional life sciences partner Aaron Gardner in its article, “Newly United Arnold & Porter Kaye Scholer Surveys Changed Life Sciences Deal Environment.” In the article, the partners discuss the firm’s unique, post-combination life sciences practice, the industry’s overall deal-making outlook and the Trump Administration’s potential industry impact.

As noted on Page 4, BAE, KIM & LEE claimed the top accolade at The Asia Legal Awards 2017 held on February 22, 2017 at the Four Seasons Hotel in Hong Kong, winning the ultimate “Asian Law Firm of the Year” award. The fourth annual awards ceremony held by global legal news publisher, American Lawyer Media, recognized stellar achievements of law firms and lawyers in Asia across key practice areas with a particular focus on complex cross-border acquisitions, multi-jurisdictional disputes and regulatory solutions with both local and global applicability. BKL scooped this highly coveted award for advising on mega deals worth

trillions of Korean won, as well as high-profile IPO cases and project finance transactions.

BAHAS, GRAMATIDIS & PARTNERS has opened a consultancy office in Nicosia, Cyprus. Justitia Advisory Ltd has been set up to assist Greek and foreign clients in matters relating to Cyprus law, as well as to provide guidance in navigating the Cyprus public administration.

CMS has published the 2017 edition of its European M&A Study, in which it analyzes more than 3,200 transactions advised by CMS (including 443 transactions of 2016). The report suggests that, as a general trend, it appears that buyers have less appetite to accept risks due to Brexit and the spring elections in France. However, the number of transactions remains at a high level showing that sellers are keen to come to terms before the climate may change significantly.

CMS has signed an agreement with Canada’s Kira Systems for the use of its Kira machine learning software. The software uses artificial intelligence to identify, analyze and extract clauses and other information from contracts and other types of documents. This tool includes integrated machine learning models for transactional application, and can be trained by CMS to handle reviews in a variety of practice areas. In particular, the tool can identify different clauses across a large volume of contracts with a high degree of accuracy.

21Issue 75 | Q1/Q2 2017

CUATRECASAS is celebrating its first century of providing professional legal services in 2017 and recently held a commemorative event at its new offices in Barcelona. The event was presided over by His Majesty King Felipe VI and gathered together government figures, such as the Vice President of the Spanish Government, institutional representatives, prominent members of the community and clients who have worked with the firm throughout its history. Cuatrecasas has also planned several other activities to mark its centenary in a year that also sees the implementation of the firm’s recently approved strategic plan.

CUATRECASAS marked another milestone recently when the firm moved into its new Barcelona office to 22@, the city’s purpose-built business and innovation district. The 20,000-square metre complex, located at Avenida Diagonal 191, will accommodate the entire Barcelona team, consisting of 650 professionals. The office includes a wide variety of spaces equipped with the latest technology to promote a more collaborative work environment that is more closely connected to clients. It features 20+ meeting rooms and an auditorium with capacity for 200+ people. It also has a restaurant, cafeteria, fitness center, wellness area and car park. Lawyers from member firms attending the 2017 International Trademark Association Conference (INTA) will be among the first guests to see Cuatrecasas’ new digs on May 24, when the firm hosts the annual WLG breakfast held for INTA conference attendees.

Mergermarket, Bloomberg Business and Thomson Reuters have published their M&A league tables, all of which position CUATRECASAS, for the fourth consecutive year, as leader on the Iberian market and in Spain by deal volume. In terms of market share, Cuatrecasas is the most active law firm on the Iberian market, having represented over 11% of the business activity recorded by Mergermarket and 13.5% recorded by Bloomberg.

DAVIES WARD PHILLIPS & VINEBERG announced in December that Philippe Johnson, a member of the firm’s Management Committee, will be appointed as managing partner of the firm’s Montréal office effective June 1, 2017. Philippe will succeed Pierre-André Themens who will retire as MP at the end of May, after 17 years in the role. Pierre-André will continue to be active as a partner of the firm. (Both Philippe and Pierre-André have been active WLG Key Contact Partners.) In his new role, Philippe will manage the lawyers and operations of Davies’ Montréal office and will help to lead the firm in its continued dedication to excellence and focus

on its clients’ successes. Philippe has been a leading lawyer in the firm’s Corporate/Commercial and Mergers & Acquisitions practices for 16 years. He has advised leading Canadian, U.S. and international companies on their most important Canadian investments, mergers & acquisitions, divestitures, corporate reorganizations, joint ventures and other major projects.

GOODMANS LLP has collected a trophy-case of accolades over the past few months. In addition to being recognized for the 15th year in a row as the only top-tier restructuring practice in Canada by Chambers Global 2017, the firm’s long-standing dominance as the pre-eminent restructuring and insolvency group is continued in Chambers Canada 2017 in which the group is the only firm to be ranked #1. Overall, the firm is ranked in 16 practice areas, 11 of which are Band 1 and 2 rankings that include Corporate M&A, Class Actions (Defence), Corporate Commercial Ontario, Dispute Resolution Ontario, Intellectual Property, Private Equity, Real Estate Nationwide, Real Estate Ontario, REITs, Restructuring, Tax and Telecoms, Media & Broadcasting. In addition, The Legal 500 Canada 2017 edition recognized Goodmans in 14 categories with Band 1 rankings in Capital Markets, Corporate/M&A, Real Estate and Restructuring and Insolvency (where it has also been ranked the sole #1 restructuring team since the first edition).

Singularity University, a global learning and innovation community using exponential

Philippe Johnson

22 Connections

technologies to solve the world’s biggest challenges, recently announced its inaugural SingularityU Canada Summit. SU was founded to inspire and educate leaders and entrepreneurs to leverage rapidly accelerating technologies such as artificial intelligence, nanotechnology, robotics and synthetic biology to unlock solutions that can positively impact billions of lives. “The SingularityU Canada Summit will inspire Canadian businesses to lead in the transformation and growth of a globally competitive, clean economy through exponential technologies. As a founding member, GOODMANS LLP is thrilled to help Canadian businesses to better understand and profit from these opportunities,” said partner Richard Corley.

GOWLING WLG picked up the top spot at The Lawyer European Awards in the “Global Strategic Initiative of the Year” category. The shortlist recognized those firms which have worked on initiatives with significant global aspects, be that strategic expansion or streamlining international operations, processes and practices. The judges selected firms they believe have demonstrated global excellence that has set them apart from the rest of the legal industry.

LOCKE LORD received a 100% rating in the 2017 Corporate Equality Index (CEI) administered by the Human Rights Campaign Foundation, up five points from the previous year. This annual report designated Locke Lord

as a “Best Place to Work for LGBT Equality.”

LOCKE LORD placed 15th in the Private Equity League Tables in the overall “US Buyouts by Deal Count” list. Locke Lord was credited with 14 deals in this league table by Mergermarket’s standards.

MASON HAYES & CURRAN recorded turnover of EUR 77 million last year, an increase of 7% on 2015. This growth was driven by strong levels of business across a number of areas, notably in dispute resolution, real estate work and corporate advisory services, the firm reported. The Dublin-based firm also continued its international expansion last year, opening in San Francisco, where technology partner Oisín Tobin leads the practice. In addition, Mason Hayes & Curran appointed corporate partners Graeme Bell and David Mangan as heads of the London and New York offices respectively.

For a number of years, MASON HAYES & CURRAN has been involved in efforts to promote the use of plain English, both as part of its Corporate Social Responsibility program and as a key attribute of the firm’s client service methodology. Recently, the firm announced the launch of a new booklet titled, Plain English and the Law: The Legal Consequences of Clear and Unclear Communication. Published in partnership with Ireland’s National Adult Literacy Agency, the booklet shows how plain English can save companies time and money by avoiding unnecessary legal

costs. To download the booklet, visit: https://mediahq.com/story/nala/172099/new-booklet-shows-how-unclear-communication-can-lead-to-costly-court-cases.html

MINTERELLISON received a triple accolade in the peer-review publication Best Lawyers in Australia 2018. (Editor’s note: Yes, Best Lawyers does seem to be a year ahead of the rest of the world.) The firm received the highest number of individual lawyer rankings, with 190 lawyers named as star performers; it was recognized as “2018 Law Firm of the Year for Labour & Employment Law” and for the first time it come out on top as “2018 Law Firm of the Year for Tax Law”.

MINTERELLISON has released its Perspectives on Cyber Risk Report 2017. Specialist technology partner Paul Kallenbach said the report’s findings show that Australian companies are being too slow to take the necessary action to mitigate and manage that risk. “Some of the most devastating cyber incidents yet have occurred in the 12 months since our last survey. Every kind of organization – government, state-owned enterprises, public and private companies, and not-for-profits – has been affected and it’s clear that no-one and no industry is immune,” he said. The report highlights the need to embed cyber resilience in every organisation, yet key findings suggest this isn’t happening. In surveying company Boards for the report, 44% of organizations responded that their Board is only briefed on cyber security

23Issue 75 | Q1/Q2 2017

issues annually or on an ad hoc basis, while 13% of organizations said that the Board received no briefings at all. In the CIO survey, only 52% of respondents indicated their organizations had increased their expenditure on IT security over the previous 12 months and that shows little change to the 2016 Report findings. WLG members can access a copy of the 2017 report at: www.minterellison.com/files/Uploads/Documents/Publications/Reports%20Guides/CyberReport2017%20v2.pdf

SCHJØDT ended 2016 with the highest volume of recorded deals among Norwegian law firms, according to Mergermarket – for the seventh year in a row. With 62 recorded deals in 2016, Schjødt’s dominance as the leading firm in Norway is highlighted by the fact that the second-place finisher ended the year with only 46 transactions. With the largest practice in public and private M&A in Norway, Schjødt acts regularly for major Norwegian and international corporations, private equity sponsors, investors and financial advisors.

In a similar vein, Chambers and Partners has recognized SCHJØDT’S Erling Christiansen

as a “Senior Statesman” in both Capital Markets and Corporate/M&A. In the former area, Chambers describes Erling (who has also served as a long-time WLG Key Contact Partner for Schjødt) as “a well-known figure in the market” with a “wealth of experience in transactions and public M&A”. The publisher defines a “Senior Statesman” as “A lawyer who no longer works hands-on with the same intensity but who, by virtue of close links with major clients, remains pivotal to the firm’s success.”

SYCIP SALAZAR HERNANDEZ & GATMAITAN (SyCipLaw) announced earlier this year that Hector M. de Leon, Jr. has been elected as the firm’s managing partner. Hector joined SyCipLaw in 1988 and has been a member of the firm’s Executive Committee since 2014. His practice focuses on corporate and commercial matters, with emphasis on equity investments, mergers and acquisitions, project development and finance, and similar commercial transactions. Together with the other lawyers of the firm, Hector has worked on some of the biggest M&A transactions in the Philippines,

several of which were awarded or nominated as “Deal of the Year” by international publications. Hector has authored or co-authored books and articles on, among others, commercial law and civil law. He is a fellow of the Institute of Corporate Directors and a member of the Tax Management Association of the Philippines. He is also a professorial lecturer at the University of the Philippines College of Law.

SYCIPLAW swept the first-ever Philippine Law Awards sponsored by Asia Legal Business late last year. Among other awards taken home by the firm were “Philippine Law Firm of the Year”, “Arbitration Law Firm of the Year”, and “Banking and Financial Services Law Firm of the Year”. The awards pay tribute to the outstanding performance of private practitioners and in-house teams that have significantly contributed to the evolving legal landscape of the region.

WONGPARTNERSHIP has achieved the rare feat of being the only Singapore law firm to have been awarded top-tier rankings by The Legal 500 Asia Pacific 2017 in major transactional practices – Corporate and M&A, Capital Markets, and Banking & Finance as well as Dispute Resolution – in the last 10 years, affirming WongPartnership’s twin strengths in both transactional and contentious matters. In total, the firm is ranked across 22 practice areas in Singapore and regionally, with top-tier rankings also in Financial Services Regulatory, Construction, Private Wealth, Projects and Energy, Real Estate, Restructuring & Insolvency and Tax.

Erling Christiansen

Hector M. de Leon, Jr.

24 Connections

WLG Connections is published three times a year for the benefit of its members by the World Law Group®, a network of leading independent law firms located in most of the world’s major commercial centres. Nothing in this newsletter should be considered as the rendering of legal advice and all readers, intended or otherwise, are responsible for obtaining such advice from their own legal counsel. All of the contents in this newsletter, in any form, are intended for educational and informational purposes only. All contents are protected by copyright owned by the World Law Group, its member firms or individual authors mentioned within.

For more information, contact: World Law Group, One Metro Center, 700 12th Street NW, Suite 700, Washington, DC 20005, U.S.A. or Editor Shelley Boyes at sboyes@theworldlawgroup.com

International Fiscal Association: Reception for WLG Attendees Madrid, Spain Hosted by Cuatrecasas, Gonçalves Pereira September 27, 2016

WLG Committee, Practice/Industry Group Meetings: A list of upcoming meetings of the WLG Business Development Committee and our global practice and industry groups is always available on the Members’ Centre on www.theworldlawgroup.com.

All lawyers and professionals who have a valid email address at any WLG member firm can self-register for access to the Members’ Centre via the “Member Login” link on our website home page. If you have forgotten your password, simply use the automated password reminder also found by clicking “Member Login” on the home page. If you need assistance, please contact Keelin Mayer at kmayer@theworldlawgroup.com, Hanna Shea at hshea@theworldlawgroup.com or Beth Castro at bcastro@theworldlawgroup.com.

Other WLG Events:

2017 INTA WLG BreakfastBarcelona, Spain May 24, 2017 Hosted by Cuatrecasas

For professionals from WLG member firms attending the 2017 International Trademarks Association Conference

2017 WLG IFA ReceptionRio de Janeiro, Brazil August 30, 2017 Hosted by TozziniFreire

For professionals from WLG member firms attending the 2017 International Fiscal Association Congress

2017 WLG EMEA Regional ConferenceTel Aviv, Israel September 10 - 11, 2017 Hosted by Herzog, Fox & Neeman

2017 Fall Semi-Annual ConferenceShanghai, China October 5 - 7, 2017 Hosted by Zhong Lun Law Firm

2018 Spring Semi-Annual ConferenceCosta Rica April 26 - 28, 2018 (TBC) Hosted by Arias Law

MEETINGPLACESUpcoming WLG Conferences