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This publication demonstrates where and how CMS works across a number of practices, industry sectors and countries to provide high-quality advice in more European jurisdictions than any other legal ...

This publication demonstrates where and how CMS works across a number of practices, industry sectors and countries to provide high-quality advice in more European jurisdictions than any other legal services provider. It shows how CMS understand clients, their businesses and the legal landscape in which they operate. And it documents how CMS can coordinate complex transactions across
borders - no easy task when you consider Europe\'s diverse
jurisdictions.

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Annual Review CMS 2010-2011 Document Transcript

  • 1. Annual Review2010–2011
  • 2. OVERVIEWCMS aims to be recognisedas the best European providerof legal and tax services 54KEY FACTS 36 Number of new CMS partners Officese 766.4m CMS 2010 turnover 48 Cities 57% International CMS pitches won 29 Countries 6 Average number of countries covered in each CMS international pitch 770 Partners >2,800 Lawyers >5,000 Total employees
  • 3. A SINGLE ORGANISATION Aberdeen Edinburgh Moscow Hamburg Amsterdam Berlin London Utrecht Warsaw Leipzig Bristol Antwerp Duesseldorf Dresden Cologne Brussels Frankfurt Prague Luxembourg Kyiv Paris Stuttgart Strasbourg Munich Vienna Bratislava Zurich Budapest Lyon Ljubljana Zagreb Milan Belgrade Bucharest Sarajevo Sofia Rome Tirana Madrid Seville Rio de Janeiro Marbella Algiers Buenos Aires Montevideo Beijing Casablanca ShanghaiCMS brings together nine NEW OFFICESEuropean law firms in aunique structure that creates CMS opened a new office in Luxembourg on We are pleased to announce our cooperationa ‘one-firm’ approach for 1 January 2011, following a merger with a agreement with leading Portuguese lawclients who require legal well-established local firm. Our CMS team in firm Rui Pena, Arnaut & Associados (RPA). Luxembourg advises on all areas of business We have been working with RPA for someand tax services in multiple law with particular focus on Corporate, M&A, time on cross-border deals and have beenjurisdictions. Each firm is Banking & Finance and Tax. providing referrals to each other. Together,a leader in its own market RPA and our Spanish firm are implementing We also opened a new office in Tirana, a strategy for Iberia.with a history going back Albania, in 2011. The Tirana office is mademany years. up of the Managing Partner, Marco Lacaita Taken together, the three newest additions and seven lawyers. The office is recognised add further capability to our extensive as a leader in its market. presence in Europe, supported by deep local expertise in each market in which we do business. 01
  • 4. OVERVIEW ABOUT US Distinctively European We have created a single organisation by bringing our people together to share deep local expertise and unparalleled cross-border knowledge. 30 ENERGY TAX 12 24 INFRASTRUCTURE & PROJECT FINANCE BANKING & FINANCE 08 High-quality advice Cross-border coordination Clients benefit from highly trained lawyers and CMS is a joined-up organisation committed to tax advisers who understand the law and the high standards of service. This means that clients legal landscape in the jurisdictions where they have access to expertise across Europe delivered operate. Clients get straightforward legal advice, through a single point of contact. free from jargon. Most extensive presence Deep local expertise CMS is an organisation with a presence in all the Our firms have been in their local markets for major business centres across Europe. This means decades or even centuries and are immersed in that clients have access to high-quality expertise the local culture, meaning that our clients receive wherever they need it in Europe. high-quality advice in the local context. CMSLEGAL.COM/ABOUTCMS02 CMS ANNUAL REVIEW 2010–2011
  • 5. CONTENTS26 LIFESCIENCES 04 Introduction 06 Corporate 08 Banking & Finance 10 Competition 12 Tax 14 Private Equity 16 Dispute Resolution 18 Real Estate & Construction 20 Insurance 22 Employment & Pensions 24 Infrastructure & Project Finance 26 Lifesciences 28 Intellectual Property 30 Energy 32 Technology, Media & Telecoms 34 Consumer Products 36 Hotels & Leisure 38 Emerging Markets 39 Client Services 40 Our People 42 Corporate Social Responsibility INTELLECTUAL 32 TECHNOLOGY, 44 Governance PROPERTY 28 MEDIA & TELECOMS EMPLOYMENT & PENSIONS 22Industry specialistsCMS lawyers and tax advisers understand theirbusiness and the wider industry. We speak ourclients’ language and provide advice in thecontext of their business objectives.Strong, trusted relationshipsOur teams build strong relationships above andbeyond the matter at hand. We give proactiveadvice and useful information on issues relatedto our clients’ business. 03
  • 6. INTRODUCTION Welcome to our first CMS annual review M ilestones are important in the life This publication demonstrates where Ultimately, our clients will decide whether of any organisation. They help us and how CMS works across a number of we are the best European provider of legal gauge how we are growing practices, industry sectors and countries and tax services, and we take every and changing, and how we are performing to provide high-quality advice in more opportunity to ask, listen and respond to by reference to our stated goals and European jurisdictions than any other them. We hope that the following pages will aspirations. It is why we decided to publish legal services provider. It shows how we help you understand CMS better – giving you a snapshot of CMS, based on what we have understand our clients, their businesses and a sense of where we’ve come from and the done over the past 12 months. the legal landscape in which they operate. values that shape where we’re going. As And it documents how we can coordinate always, if you have any questions or thoughts, For more than a decade, CMS has been complex transactions across borders – we hope you’ll get in touch. working towards becoming the best no easy task when you consider Europe’s European provider of legal and tax services. diverse jurisdictions. Drawing on the experience and know-how of nine leading European firms, we have been It also showcases our people. It explains creating an organisation unmatched in our how we work to find innovative solutions breadth and depth across Europe and our for clients, how we train and develop service delivery to clients. together and how we are using our expertise Cornelius Brandi and time to improve the communities where Chairman of the Executive Committee we do business. cornelius.brandi@cmslegal.com04 CMS ANNUAL REVIEW 2010–2011
  • 7. CMS EXECUTIVE DIRECTOR MANAGING PARTNERSMatthew Gorman Pietro Cavasola Carlos Peña Boada Pierre-Sebastien ThillContact CMS Adonnino Ascoli CMS Albiñana & CMS Bureaumatthew.gorman@cmslegal.com & Cavasola Scamoni Suárez de Lezo Francis Lefebvre Head Office: Rome Head Office: Madrid Head Office: Paris Contact Contact Contact pietro.cavasola@cms-aacs.com carlos.pena@cms-asl.com pierre-sebastien.thill@cms-bfl.com Duncan Weston Stanislas van Wassenhove Dolf Segaar CMS Cameron McKenna CMS DeBacker CMS Derks Star Busmann Head Office: London Head Office: Brussels Head Office: Amsterdam Contact Contact Contact duncan.weston@cms-cmck.com stanislas.vanwassenhove@cms-db.com dolf.segaar@cms-dsb.com Patrick Sommer Hubertus Kolster Peter Huber CMS von Erlach Henrici CMS Hasche Sigle CMS Reich-Rohrwig HainzPrincipal contact forcompany information Head Office: Zurich Head Office: Berlin Head Office: Viennainfo@cmslegal.com Contact Contact Contact+49 69 717 01-500 patrick.sommer@cms-veh.com hubertus.kolster@cms-hs.com peter.huber@cms-rrh.com 05
  • 8. CORPORATE INSIGHT Supporting increased Europa verzeichnete im Jahr 2010 einen cross-border stabilen Aufschwung M&A activity “Broad recovery in Europe was well established during 2010” T he European M&A market is “The study allows our clients to follow trends Meanwhile, US corporates have a renewed gathering steam, according to to see if deal points are more in favour of the appetite for European opportunities, and the latest CMS European M&A seller or the buyer,” says Thomas Meyding, the private equity sector is also much more Study, published in May 2011. Head of our Corporate group. “After 2007, buoyant after a very subdued 2009. it was a seller’s market; in 2009 there was The report, now in its third year, provides a shift to more buyer-friendly conditions; CMS is well placed to advise clients who a useful annual reference point for now it’s somewhere in the middle.” are pursuing an acquisitive strategy. Our businesses as well as M&A professionals team, comprising more than 600 M&A looking to keep up to speed with market Meyding says broad recovery in Europe was lawyers, has handled more than 1,000 trends. The most comprehensive study well established during 2010, though completed transactions over the past four of its kind in Europe, it considers the deal Germany lagged behind, only reviving in years. “We aim to help clients achieve their points that are usually heavily negotiated the last quarter of the year. Highly motivated commercial objectives rather than being in M&A deals, including MAC (material M&A players now consider even major just legal advisers,” says Meyding. adverse change) clauses, purchase price acquisitions to be within reach and there adjustments and warranties. is rising competition for takeover targets. CMSLEGAL.COM/CORPORATE06 CMS ANNUAL REVIEW 2010–2011
  • 9. TRANSACTION TRANSACTIONIntegration across the globe Helping Lloyds TSB reach for the SkyA complex transaction requiring a German One of the conditions of the deal was that the We advised Lloyds TSB Development Capital,venture capital fund to be transferred to Germany-based fund would be incorporated the private equity arm of Lloyds BankingGuernsey highlighted the cross-border in Guernsey. A team from Germany led by Group, on its £100m acquisition of Easynet,abilities of our M&A experts. Thomas Meyding, Head of our Corporate the global provider of managed solutions group, and Maximilian Grub, advised the and business connectivity services, fromThe deal, completed in January 2011, saw Holtzbrinck Group on the M&A part of the British Sky Broadcasting Group (BSkyB) plc.US private equity investor HarbourVest deal, while a team from London, led byPartners LLC welcomed as a co-investor in Christopher Southorn, advised on Led by James Grimwood, Corporate partnerthe Georg von Holtzbrinck publishing fund formation and related questions. in London, the high-profile deal requiredgroup’s venture capital arm. local expertise in corporate, competition, “It was very challenging,” recalls Meyding. TMT (Technology, Media and Telecoms),Together the partners have launched “It brought together three worlds: a media banking and finance and tax, with inputa €177m fund, HV Holtzbrinck Ventures publishing house, a major investor specialising from lawyers and tax advisers in Belgium,Fund IV L.P., to invest in digital and in secondaries and, last but not least, a France, Germany, Italy, The Netherlands,internet enterprises. German management team.” Spain, Switzerland and the UK.Advising L’Oréal on plant sale The sale enables L’Oréal, a leading global beauty brand, which maintains the SanofloreWe advised L’Oréal group on the sale brand and the plant’s R&D unit, to focus onof Sanoflore’s plant, which specialises research, global brand development andin biocosmetics, aromatherapy and herbal marketing activities.medicine products, to Fareva SA. This Frenchfamily group specialises in household, Led by Philippe Rosenpick, Corporateindustrial, cosmetic, pharmaceutical and partner in Paris, the deal requiredfood products, and this purchase means coordination of several services,that it will consolidate its position in the including corporate, contract, taxfield of bio-products. and labour law. RANKINGS 1st in Europe: 2010 Bloomberg, Q1/2011 Bloomberg 1st in Germany: 2010 Mergermarket (German M&A Roundup), Q1/2011 Mergermarket, Q1/2011 Bloomberg 1st in France: 2010 Bloomberg 1st in CEE: 2010 Bloomberg, Q1/2011 Bloomberg, Q1/2011 Mergermarket 1st in UK: Q1/2011 deals completed, Thomson Reuters 1st in Eastern Europe: Q1/2011 deals announced and completed, Thomson Reuters M&A Emerging Markets 1st in Benelux: Q1/2011 Bloomberg (Rankings are by deal count) CMS Corporate team meets in Zurich, April 2011 07
  • 10. BANKING & FINANCE CLIENT SERVICES Experts in navigating cross-border insolvencies T he economic turbulence of the “The result is, we hope, a very useful point past few years means that many of reference for clients assessing their multinational companies and their options and key risks in each of the 21 stakeholders are facing the future with new different jurisdictions we have covered.” priorities and concerns. When they do seek restructuring and insolvency advice, they Jan Willem Bouman, partner in Utrecht, adds: find that each jurisdiction has its own “The genesis of the guide was a desire to distil laws and that coordination among them the laws and regulations affecting businesses can be challenging. in distress across different European jurisdictions, with the objective of making it The CMS Guide to Restructuring, Insolvency easier for clients to assess the alternatives for and Distressed Debt Trading, published in restructuring such businesses. I have February 2011, provides a comparative absolutely no doubt that the guide achieves analysis of certain key areas of law and that objective and will quickly become an procedure for those involved in or affected indispensable aid to those working in the by financial distress of a corporation and distressed sector across Europe.” the trading of distressed debt across Europe. It also provides an overview of the latest Our expertise lies in implementing insolvency position on international governance of proceedings across jurisdictions, despite the PUBLICATIONS insolvency proceedings, in the form of the absence of a unified legal context. When EC Regulation on Insolvency Proceedings Lehman Brothers announced its bankruptcy in and the UNCITRAL Model Law. 2008, for example, Frankfurt-based partner Michael Frege became responsible for the Martin Brown, partner in the Restructuring administration of Lehman Brothers Bankhaus and Insolvency Group in London, AG, Lehman’s German business. In Frankfurt, comments: “We wanted to put together many CMS partners and associates from the CMS Guide to Restructuring, a guide that answered, as a matter of the Insolvency and Banking departments are now Insolvency and local law, the kinds of question that are part of the team working on insolvency Distressed typically raised by clients who are looking proceedings for the worldwide assets of the Debt Trading to realise or preserve value in a distressed German subsidiary of Lehman Brothers, situation or who are otherwise affected including three Bankhaus branches in London, by the threat of potential insolvency. Milan and Seoul. CMSLEGAL.COM/NEWSMEDIA/PUBLICATIONS08 CMS ANNUAL REVIEW 2010–2011
  • 11. INSIGHT After the crisis: working together on the EU Market Abuse Directive Wij houden onze cliënten continu volledig op de hoogte van alle ontwikkelingen  in Europa“We can keep our clients fully informed about what’s happening elsewhere in Europe” CMS launches online “Since the financial crisis, there has been regulators, making us perfectly placed to an incredible political will to get things tell clients how reforms could affect them. real estate finance guide done,” says Ash Saluja, Banking & Finance partner in London. New institutions are “The public consultation on a revision of With more comprehensive security being created and a stream of new the Market Abuse Directive shows us how packages now required for loans in requirements and obligations is being issued differences in interpretation of certain key Europe’s real estate sector, it is becoming from Brussels. The result is that European concepts affects the application of market increasingly important for lenders to financial services are being transformed – abuse rules in the different EU member have a thorough understanding of their and we are leading the way in interpreting states,” says Harold Tuinstra, partner in borrowers’ structures and security from the new landscape. Amsterdam. “This underlines the importance a commercial and legal perspective. of cooperation and consultation across The launch of CMS’ interactive online A key part of the drive towards legal CMS in order to create added value Guide to Real Estate Finance, aimed at convergence is the Market Abuse Directive, for our international clients.” a European audience, is a timely response first adopted in 2003, which tackles market to this trend. Divided into three sections manipulation and insider dealing in EU “For example, if you are in London lobbying for – mortgages, security over shares and countries. The aim of the directive is to a specific change, and you find out that French leases – the guide provides clear make market regulation more effective banks have been lobbying for something else, explanations about how lenders can and consistent so that EU member state you will want to understand where they are take security over real estate and details markets can occupy a level playing field. coming from,” says Saluja. “At CMS, we talk to options for enforcement. It provides one another constantly. This means that we a useful tool for anyone involved with In late 2010, the European Commission can keep our clients fully informed about or interested in real estate finance. completed a public consultation on a review what’s happening elsewhere in Europe – of the directive. Our firms have local lawyers and why it’s happening – so that they are in each jurisdiction who are in touch with local best placed to make the right decisions.” RESOURCES Real Estate Finance: http://real-estate-finance.cmslegal.com CMSLEGAL.COM/BANKING–FINANCE 09
  • 12. COMPETITION TRANSACTION CLIENT SERVICES CMS advises on Keeping clients seven-jurisdiction in the know transaction Throughout the last year our Competition group has taken a proactive approach to keeping clients abreast of significant changes in competition law. W e advised Japan-based We helped Mori Seiki structure the CMS Competition Conference 2011 engineering technology deal to minimise the regulatory burden, Our Competition group and the firm, Mori Seiki, on a complex ultimately securing regulatory approval EU Law Office organised a high-level seven-jurisdiction transaction involving in Italy, Germany and Austria and avoiding international conference in Brussels. the acquisition of an increased shareholding the need for merger filings in Poland, It brought in-house counsel from leading in German firm DMG (Gildemeister), one Russia, Turkey and Greece. businesses including Nestlé, Procter & of its competitors. In 2009 Mori Seiki Gamble and Coca-Cola together with entered a 5% cross-shareholding “It was vitally important that we could senior officials from the European agreement with DMG (Gildemeister). A year call on skilled competition lawyers in each Commission, the EU courts and national later, in 2010/2011, CMS helped Mori Seiki jurisdiction through our Competition competition authorities. The conference increase its holding in DMG (Gildemeister) group,” recalls Kahlenberg. “With featured expert panel sessions on merger to 20.1%, a transaction that raised complex complicated transactions, you need control, collective redress and economics merger-control issues in seven jurisdictions. to know one another well.” and competition law. In the evening, there was a reception organised by Andreas “Both companies are the leading Our 140-lawyer Competition team meets Schwab, Member of the European manufacturers in their fields and there annually for joint training weekends and Parliament, with an address by EU is some overlap in their product portfolios,” collaborates throughout the year on cross- Competition Commissioner Joaquín explains Harald Kahlenberg, Head of our border transactions and knowledge sharing. Almunia. “The feedback was extremely Competition group, who led the team “The information that was obtained in each encouraging. Attendees particularly coordinating the transaction. “However, jurisdiction was immediately shared with the liked doing the conference in a panel it was unclear whether Mori Seiki acquired rest of the team, making the process discussion format,” says Michael Bauer, control over DMG (Gildemeister) and, smoother and more efficient,” he says. partner in Brussels. “It was a big success – therefore, whether the transaction qualified and it will be continued.” as a notifiable merger.” CMS working group on collective redress At the end of April 2011, a working group within our Competition group, together with members of our Dispute Resolution Group, submitted a paper to the public consultation on collective redress organised by the European Commission. The Commission believes there is a trend towards mass claims. Expanding mass consumer markets create high potential for large groups of consumers being harmed by the same or a similar illegal practice, such as a cartel. Our working group commented on the Commission’s questions about ways to ensure that such consumer mass claims are solved. Collective redress could be a means to handle this type of claim. Our working group on collective redress brings together our specialists who are most experienced in this field; their aim is seamless collaboration for the benefit of our clients.10 CMS ANNUAL REVIEW 2010–2011
  • 13. The CMS Competition Conference 2011 was held in Brussels AWARDS CMSLEGAL.COM/COMPETITION-EU Finance Monthly: Best Spanish Law Firm (EU Law) 2011 Guide makes comparison easy With more than 300 pages and an accompanying CD-ROM, our fourth CMS Guide to Merger Control in Europe is a comprehensive look at EU merger control law, as well as the merger control regimes in 43 European jurisdictions. “Most In unserer Arbeitsgruppe European jurisdictions have implemented a PUBLICATIONS für kollektive Regress- merger control regime, but the details vary significantly among countries, and some ansprüche arbeiten die aspects – such as the thresholds at which a erfahrensten Fachkräfte merger filing is required – change frequently,” explains Harald Kahlenberg, Head of our dieses Spezialgebietes Competition group. “Each jurisdiction’s zusammen entry in the guide answers the same basic questions, in order to provide easy CMS Guide to Merger Control in Europe comparison across jurisdictions. The CD-ROM“Our working group on collective provides more detailed information for each redress brings together our country.” The report has been circulated to specialists who are most more than 5,000 clients and other businesses experienced in this field” across Europe. CMSLEGAL.COM/NEWSMEDIA/PUBLICATIONS 11
  • 14. TAX CLIENT SERVICES Our market-leading Transfer Pricing practice is dedicated to tax efficiency R egulations surrounding international Our team has experts in every CMS jurisdiction We can also call on the expertise of an internal Transfer Pricing (TP) – the prices that who can advise on local legislation and provide team of economists based in the Paris office, parts of multinational companies charge sector expertise. “We can put together a which gives us even greater reach. Nadia Sabin, one another for goods and services – have dedicated team for each client, with the TP who is qualified as both an economist and a become more complex and strictly enforced expert in each country carrying out the local lawyer, is part of this team. “TP is an economic in recent years. At CMS, we have responded work and a central team in the client’s home issue with tax implications,” she explains. by developing a market-leading TP practice jurisdiction coordinating,” explains Nick Foster- “Developing a TP policy means assessing the with dedicated expertise in almost every Taylor, Head of the UK TP team. “We’ve market price for goods and services. Your task European jurisdiction. carried out a process of education to ensure is to convince the tax authorities that the prices that there is a partner in every CMS jurisdiction you’ve set reflect the reality in the market.” TP rules require transfers of goods and with a high degree of knowledge about services between subsidiaries of a company TP issues. We recently brought all the TP This can involve anything from comparing to be charged at market price or the specialists together for a seminar in Paris competitors’ prices to more distinctive equivalent. “A whole host of factors affect to discuss ideas and compare the technical techniques such as game theory – all the appropriate price: when you sell a details of different regimes.” of which we use proactively to provide product, when the legal title is transferred, high-quality, specialist advice to our clients. how the price is paid and the risk of Our TP work is not merely cross-border but transportation,” says Stéphane Gelin, also cross-practice. “It’s a very commercially a Paris-based partner specialising in Transfer oriented area, as the development of a TP Pricing. “The aim is to establish a policy that policy for a client involves analysing their is compatible with the principles of the law, business as well as knowing the law,” says while remaining as tax-efficient as possible.” Foster-Taylor. CMSLEGAL.COM/TAX12 CMS ANNUAL REVIEW 2010–2011
  • 15. Cross-border adviceand local expertiseWith more than 350 lawyers providing PUBLICATIONSspecialist tax advice to clients in all our 29jurisdictions, CMS assists clients throughoutEurope and further afield in countries suchas China, Algeria and Morocco. L’objectif est d’instaurerOur teams not only have deep expertise in un processus quitax law, but also a strong background in respecte la loi tout CMS Tax Connect: Transfer Pricing editioncorporate and commercial law and in keybusiness sectors. We are regularly rated by en permettant unenational and international industry guides optimisation fiscaleamong the best in the industry. Our clientsdeal with national and international taxissues on a daily basis, against an increasingly “The aim is to establish a policy that is CMSLEGAL.COM/NEWSMEDIA/PUBLICATIONScomplex legal background. “Our tax practice compatible with the principles of the lawis structured around a number of specialist while remaining as tax-efficient as possible”areas, in particular VAT, transfer pricing andEU tax law. In each area, we favour anintegrated pan-European approach to theissues our clients face, so we can deliver thebest quality service,” says Stéphane Austry,Head of the Tax Group. The CMS Tax team at an internal training event and workshop in France, May 2011 AWARDS Leaders League: Best team in two categories: Taxation and Transactional Taxation (France) Silver 2010 13
  • 16. PRIVATE EQUITY Tempi stretti ci hanno spinto a concentrare immediatamente gli sforzi sulla AWARDS due diligence Unquote” Private Equity Awards: Law Firm of the Year (Germany) 2010 “Tight timescales required us to Law Firm of the Year (CEE) 2010 go headfirst into due diligence”14 CMS ANNUAL REVIEW 2010–2011
  • 17. TRANSACTION CLIENT SERVICESGetting the The CMS flying squad takes offchemistry rightCMS advises private equity firmBC Partners in a triple acquisitionJ anuary 2010 was a particularly busy period We guided BC Partners through the entire Private equity has long been an area of for more than 100 CMS lawyers around process, from financing to competition strength for CMS. In 2010, our emerging Europe who were involved in a highly approval. “There was work to be done in markets practice was bolstered by the hirecomplex triple acquisition by German private 22 different jurisdictions,” recalls Simmat. of a seven-member team. Nicknamed theequity firm BC Partners. During a few days “Our team included more than 50 lawyers ‘flying squad’, the team is based in Londonbetween New Year’s Eve and mid-January, in Germany, 11 in Switzerland and 13 in and Central and Eastern Europe, and travelsBC Partners finalised the acquisitions of Italy, and it was important that the client extensively to support its clients, whichFutureLAB, a medical laboratory company could feel they were dealing with one firm. include Advent International, Citi Venturebased in Vienna, Austria, and 40% of Synlab, We had daily teleconferences among the Capital International and Ethemba Capital.a similar company based in Augsburg, different teams to make sure we were all inGermany. A few days later, our team also agreement about procedural matters, such Partners Alexandra Florea, based incompleted BC Partners’ acquisition of Fleming as how documents should be structured Bucharest, and Ted Cominos, based inLabs in Brescia, Italy. and what BC Partners’ strategic priorities London, spent two years as investment for the transaction were.” principals with an emerging markets-focused“In the space of 10 days, we had large private equity fund before joining us in 2010.closings in four countries,” recalls Udo “We have dealt with CMS many times “The opportunity to reunite our old ‘flyingSimmat, a partner in Stuttgart who led the before and their ability to handle squad’ team was too tempting to pass up,”cross-border team that worked on the deals. multijurisdictional transactions impressed says Cominos. “The choice of CMS was a“We’d been working on it for almost a year.” us deeply,” states Michael Wunderlich, no-brainer: no other legal adviser has the the partner at BC Partners who was international dimension we need toRome-based partner Pietro Cavasola explains responsible for the transaction. operate, along with a strong existingthat in Italy, “tight timescales required us to “The cooperation among CMS was private equity practice.”go headfirst into the due diligence of the six truly seamless and professional, andcompanies to be acquired, which had to be contributed significantly to the success The team is working on major transactionscarried out in nine days”. of the transaction.” for several leading industry clients. Healthcare is a particularly active sector. “In times of economic difficulty, clients look for investments that will see significant demand in both boom and lean times. Healthcare is a classic example of this,” Florea says. The team operates as a ‘virtual office’ within CMS, enabling it to work seamlessly across our locations. “Because CMS works in jurisdictions few others do, including Croatia and Serbia,” Florea explains, “we benefitCMSLEGAL.COM/PRIVATE–EQUITY from unparalleled local knowledge.” 15
  • 18. DISPUTE RESOLUTION CLIENT SERVICES Arbitration connections The CMS International Arbitration Group (IAG) continues The Netherlands – Austria to make its mark as a major force in arbitration. In 2010 We worked together in Amsterdam and it ranked as the sixth most active international arbitration Vienna as co-counsel for a US respondent in group in Global Arbitration Review (GAR 100). International a large ICC arbitration in Vienna regarding arbitration requires well-rounded international lawyers an oil drilling dispute, dealing with issues of working together; this is a glimpse of how our IAG did it. jurisdiction and Dutch substantive law. UK – Switzerland Our team in London, with the Swiss team in Zurich, worked on an international price review arbitration with a value of $800m. The seat of the arbitration was Geneva and the applicable rules were the UNCITRAL Rules. The claim was led from London by the highly regarded energy disputes team, while the Swiss team supported on procedural law issues. France – UK LONDON Teams from London and Paris joined forces on AMSTERDAM a €60m dispute. Despite English law being of primary relevance, the dispute was subject to arbitration in Paris and required a combination of ICC expertise from both offices. PARIS COLOGNE UK – Bulgaria In London, our team worked with colleagues from Sofia on two arbitrations with a combined value of more than €150m, one under English law and one multi-party ICC arbitration under Bulgarian law with the seat of the arbitration in Sofia with hearings at The Hague. ZURICH This claim involved a hotly contested preliminary issue regarding assignment of an arbitration agreement and the proper parties to the arbitration. Switzerland – Germany PUBLICATIONS In Zurich, a team collaborated with colleagues in Cologne to advise on the joining of third CMS Guide to Arbitration A fully updated version of the CMS Guide to parties to arbitral proceedings Arbitration will be published in 2012. Register your under Swiss procedural law. interest by emailing arbitration@cmslegal.com You can view the current edition at WWW.CMS-ARBITRATION.COM16 CMS ANNUAL REVIEW 2010–2011
  • 19. CMS Arbitration lawyers in GAR (Global Arbitration Review) 100 Amsterdam Arno Moret, Mark Ziekman Moscow Sergey Yuryev Brussels André Lombart Madrid Carlos Aguilar Fernández, César Bucharest Gabriel Sidere Albiñana Cilveti, Javier Torre de Silva, José Luis López Sánchez Cologne Torsten Lörcher Munich Armin Dürrschmidt, Klaus Sachs Kyiv Olexander Martinenko Rome Paola Ghezzi, Laura Opilio London Rupert Choat, Ben Holland, Stephen Netherway, Guy Pendell, Vienna Daniela Karollus-Bruner Henry Sherman Zurich Damiano Brusa, Hans Wille, Beat von Rechenberg, Jodok Wicki Hans-Jürg Schürmann CMSLEGAL.COM/DISPUTE–RESOLUTION Russia – UK Teams in Moscow and London worked on MOSCOW a $50m dispute involving a large property developer in Russia under a turnkey contract, with the seat of the arbitration in Stockholm. Austria – Russia We advised the client on its long-term In Austria, we were involved in several pre-dispute conduct, in order to put it in the international arbitrations involving best possible position for the arbitration. Russian parties, working with colleagues in Moscow. We also bucked the trend by successfully enforcing a Vienna arbitration award in St Petersburg. Germany – Austria – UK Head of the CMS IAG Torsten Lörcher, together with CMS’ leading international arbitrator Klaus Sachs, led a delegation ofVIENNA CMS arbitration lawyers from across CMS to Vienna for the world- famous Vis Moot student competition. CMS sponsored many student teams to take part in the 2010 event, attended by more than 1,500 students from 253 universities. Highlights of the week- long debating competition included the CMS students’ reception BUCHAREST and the main reception at the Residence of the British Ambassador, hosted by CMS and the Chartered Institute of Arbitrators. Bulgaria – Romania – UK SOFIA In Bulgaria, a team worked together with Bucharest and London on an investment treaty dispute, in which CMS acted as counsel to international investors in the context of a circa €50m BIT investment arbitration claim against the Government of Bulgaria, arising out of the termination of a concession agreement in the waste management sector. 17
  • 20. REAL ESTATE & CONSTRUCTION INSIGHT Building a sustainable future in The Netherlands I s sustainable building the future of real increase and protect the sustainability We are the first in The Netherlands to estate? “Research is beginning to show of the building,” says Ambergen. recommend green lease agreements to that after 10 years, a sustainably built our clients. In doing so, we could pave and maintained building is worth more However, without mutual benefits, parties the way towards a European sustainable than a standard building,” says Willie will not agree to the addition of a green building revolution. “Since we have such Ambergen, Tax partner in Utrecht. paragraph to a standard lease. “The deep foundations in every European challenge is to design contractual jurisdiction,” says Ambergen, “we wanted But how do you make buildings sustainable mechanisms that ensure that both tenant to start a pan-European drive towards from a legal perspective? It starts with and landlord have a financial incentive to sustainable building through our work.” turning normal lease agreements into green reduce their emissions and energy and water lease agreements. This involves inserting use,” says Arnout Scholten, Real Estate “In doing so,” Scholten adds, “we draw on extra clauses that recognise environmental partner in Utrecht. But every lease situation our experience and knowledge across the practices and technologies and minimise is different. And using the experience of European jurisdictions.” Having looked for the the impact of energy, water and waste. previous lease transactions, we can draft best way to do this, the Dutch team decided “These additional clauses mean that both a tailor-made solution, balancing the that the insertion of additional paragraphs landlord and tenant will be encouraged to interests of the parties involved. into standard lease agreements, in which CMSLEGAL.COM/REAL-ESTATE-CONSTRUCTION AWARDS Juve: Real Estate Law Firm of the Year (Germany) 2010 CMS Real Estate team collaborates in Madrid, April 201118 CMS ANNUAL REVIEW 2010–2011
  • 21. FUNDS CLIENT SERVICES CMS collaborative investor group plays key role in EU consultationtenants and landlords mutually agree The new Alternative Investment Fund “The directive extends regulatory reach toto green obligations, was something that Managers Directive is aimed at regulating activities that were previously unregulated andcould be coordinated on a Europe-wide the activities of fund managers who market sets specific rules for the activities of custodians,basis. This Dutch initiative has recently or manage alternative investment funds in which go further than those provided for bybeen adopted across CMS. the EU and at better protecting investors UCITS (Undertakings for Collective Investment in such funds. Our Funds specialists have in Transferable Securities) IV. In this respect,With this in mind, we will present a pan- been focusing on opportunities presented we can predict that it might give rise to futureEuropean research report at the Munich by the directive. implementation debates,” says partner JérômeExpo in October 2011, focusing on how Sutour in Paris.green lease agreements could be further Identifying competitive advantagesapplicable throughout Europe. The key for managers Supporting investorspoint we hope to make is that moving “The current patchwork of national In an innovative move to support investortowards sustainable building not only regulation impedes efficiency,” says Melville interests within the real estate sector,makes good environmental sense, it Rodrigues, a London-based partner who Rodrigues has put together a collaborativemakes economic sense too. coordinates the Group across CMS. “The cross-border group, the European Real directive will make it easier to operate on Estate Investors Group (EREIG). a pan-European platform, giving fund managers a competitive advantage.” Through the EREIG, the concerns of real estate fund investors have been fed into the But the directive also imposes tough directive consultation and implementation standards. From 2013, when it will be processes. Rodrigues has been instrumental implemented in EU Member States, fund in mobilising this industry group, and has managers will need to be authorised to coordinated representations to the EU market and manage alternative investment Commission, European Securities and funds within the EU, which means that they Markets Authority and MEPs involved in the will have to satisfy specific capital legislative process. EREIG has proposed solutions requirements and comply with new standards focused on transparency, risk management, of reporting and disclosure. Once authorised, valuation and other issues relevant to real estate managers will gain a ‘passport’ that entitles funds. Although the directive applies to hedge, them to market and manage funds private equity and other fund sectors, EREIG throughout the EU. In 2015, this advantage illustrates the CMS sector approach and has is likely to be extended to certain non-EU made it easier for real estate investors to lobby managers and funds. for certain investor protections in the directive. 19
  • 22. INSURANCE TRANSACTION Proactive relationship building with MetLife E xtensive industry knowledge and a knowledge of the local markets, regulatory proactive approach to client needs requirements and the attitudes of local have strengthened our relationship regulators allowed the company to obtain with US insurer MetLife as it expands across regulatory consent efficiently and quickly. Recientemente Europe. Our relationship with MetLife goes conseguimos que back three years, when we were appointed to advise them in connection with their UK “MetLife came to us on this strategically important transaction because we had built nos contrataran para business. “Our role was initially limited to up such a good relationship in 18 months asesorar a MetLife en regulatory and pensions work in the UK,” says Paul Edmondson, Financial Services of working for them,” says Edmondson. “They saw that we were heavily focused su reestructuración partner in London. “The relationship has on the insurance sector and we had done empresarial en Europa since flourished, with CMS now advising MetLife in 14 different countries in a range a lot of work to understand their specific needs. We proactively manage the of areas, from Corporate to HR to Tax.” relationship and we know the market “We recently won the pitch for movements and regulatory developments the corporate restructuring of In March 2010, MetLife acquired Alico that are relevant to MetLife. Most MetLife’s European operations” (American Life Insurance Company) from importantly, we understand the specific AIG (American International Group) in a challenges they face – and their priorities.” $16.2bn transaction. The deal had a huge international element, with Alico operating We recently won the pitch for the in more than 50 countries. corporate restructuring of MetLife’s European operations. Carlos Peña Boada, CMS was instructed to advise on several partner in Spain, says: “MetLife relies on European aspects of the deal. Focusing on us to offer genuine sector expertise across Central and Eastern Europe, we performed Europe. And given that we have worked so due diligence and helped acquire the closely with MetLife for the past few years regulatory consents needed to complete and that we understand its business and how the deal in each jurisdiction. Our thorough it operates, we were the obvious choice.” Q&A with Joe Cohen, Head of Legal, United Kingdom and Ireland, India and Western Europe, MetLife What made CMS the ideal How has the relationship How do you see the relationship match for MetLife in Europe? expanded in the past few years? progressing further? We wanted to work with people who It began with regulatory and pensions We’ll be looking to CMS to help us navigate understood our business and with whom issues in the UK and has expanded to the integration of Alico and MetLife in we knew we could enter into a long-lasting become pan-European with the acquisition Europe. We know that they can deliver relationship. The fact that they had relevant of Alico. This transaction expanded our business solutions on both a domestic and expertise in all of our key jurisdictions was also European operations from the UK, Belgium, an international scale. I’ve also been asked a perfect reason. CMS provides a seamless Ireland and Poland to more than 20 countries. to present to their teams about our priorities service for our pan-European projects – and as in-house counsel, which will help deepen that’s exactly what we want. the relationship.20 CMS ANNUAL REVIEW 2010–2011
  • 23. PUBLICATIONS 10 things every insurer should know in Western Europe CMSLEGAL.COM/NEWSMEDIA/PUBLICATIONSThe CMS Insurance team meetsin London, March 2011 CMSLEGAL.COM/INSURANCE-FUNDS 21
  • 24. EMPLOYMENT & PENSIONS INSIGHT Unravelling the complexities of labour law in CEE E mploying workers in Western Europe and collective bargaining?” Employment can be complex enough for companies disputes and state benefits are also covered. used to the less restrictive regimes of the US and the UK. But even for western With offices in all major CEE jurisdictions, and European companies, employing workers with local expertise alongside a pan-regional in Central and Eastern Europe (CEE) can perspective, we are uniquely well placed to be daunting. “In some eastern European produce this guide and advise clients. jurisdictions, such as Serbia, the labour laws have changed little since the Communist era,” Employment law has seen much reform in says Vienna-based Employment & Pensions some jurisdictions but very little in others, partner Bernhard Hainz. meaning that regimes vary widely across the region. “In Russia and Ukraine, for To help businesses navigate the potentially example, it’s very difficult to terminate choppy waters, in 2010 CMS produced a employees’ contracts for economic reasons,” new, comprehensive guide, Labour Law explains Hainz. “Whereas in Poland, which PUBLICATIONS in Central and Eastern Europe. has reformed its employment laws as part of the process of EU membership, rules are The 264-page guide updates and expands in line with the rest of the EU.” upon a previous guide published in 2004. It provides in-depth information on the Labour Law in Central and Eastern Europe employment law frameworks in all 12 major was published in September and distributed central and eastern European jurisdictions. to thousands of international companies Labour Law “It covers the core issues that concern doing business in CEE. “Clients have been in Central and international businesses,” explains Hainz, very enthusiastic about the report. They tell Eastern Europe 2010 who coordinated the report. “How easy is us that they like its practical approach and it to terminate contracts? What are the rules that it is detailed enough to be a useful regarding pay, hours and holiday? What is the reference point for them on a day-to-day legal framework surrounding trade unions basis,” says Hainz. CMSLEGAL.COM/NEWSMEDIA/PUBLICATIONS22 CMS ANNUAL REVIEW 2010–2011
  • 25. CLIENT SERVICESCMS publishes a common categories explaining the structure PUBLICATIONScomprehensive Guide of private pension provision, the tax regime relating to pensions, and the regulatoryto Pensions in Europe and legislative frameworks. “The challenge was to have a format that would allow for easy comparison, while accommodatingDespite recent efforts at synchronisation the distinctions and peculiarities of eachamong EU countries, the legal frameworks jurisdiction,” explains Van den Bos. The CMS Internationalfor pensions vary widely across Europe and Guide to Pensionsinternationally. Pensions schemes differ in In the West, countries faced with ageingthe level of provision and the method of populations are transforming their pensionsfunding: for example, some are funded from systems. As well as providing an internationalemployees’ original contributions, while overview, the guide identifies recent changes,other states employ a ‘pay as you go’ system such as the introduction of the ability to CMSLEGAL.COM/NEWSMEDIA/PUBLICATIONSwhereby existing workers fund current establish occupational pension funds inretirees. Obligations on employers to provide Hungary. “Many countries are drivingoccupational pensions and the options towards making their pensions systemsavailable for private pensions also vary. In more financially sustainable, but as yet thereGermany, for example, 60% of non-state has been no coordinated approach,” sayspension schemes use a defined-benefit London-based Pensions partner Nigel Moore.model, while in Poland the figure is 10%. More than 2,000 copies of the guideThe extent to which pensions norms vary were distributed to our clients acrossamong jurisdictions often comes as a surprise Europe. It was welcomed by clients keento businesses. “People grow up within a to understand pensions issues for theircertain pensions system and they can find business either on an international scaleit hard to understand how different systems or by specific jurisdiction. “Now I know De mate waarinvary,” says Paulus van den Bos, Pensionsspecialist in Amsterdam. why pensions are so difficult to discuss in an international setting,” one client said. pensioenvoorwaarden Another said that the guide had “a very per land verschillen,To help clarify the situation, in 2011 wepublished our CMS International Guide to helpful format, making it easier to understand something so extensive in komt als een verrassingPensions. The 70-page report provides a scope and complexity.” Plans are alreadydetailed overview of the pensions regimes being made for an updated second “The extent to which pensionsacross 20 European countries as well as China. CMS International Guide to Pensions to norms vary among jurisdictionsEach country’s system is described using meet client demand. comes as a surprise” The CMS Employment team at work in Paris, March 2011 AWARDS Leaders League: Best Law Firm Employment Law (France) Silver 2010/2011 23
  • 26. INFRASTRUCTURE & PROJECT FINANCE AWARDS Legal Business Regulatory Team of the Year (UK) 2011 CMSLEGAL.COM/INFRASTRUCTURE-PROJECT-FINANCE24 ANNUAL REVIEW 2010–2011 CMS ANNUAL REVIEW 2010–2011
  • 27. INSIGHTComplete PUBLICATIONScoverage ofEuropean PPP The CMS Guide to PPP in Europeframeworks CMSLEGAL.COM/NEWSMEDIA/PUBLICATIONSThe CMS Guide to PPP in Europe providesup-to-date, in-depth information on PPPthroughout the continentT he dynamic European market for into a single convenient reference guide. public-private partnerships (PPP) And with the market developing quickly, comes under the spotlight in the it seemed appropriate in 2010 to broadennew CMS Guide to PPP in Europe. Released it out to include the whole spectrum ofin October 2010, it contains detailed PPP in Europe, using our expertise acrossinformation on the legal and economic the continent.”framework for PPP in 21 jurisdictions. The report introduces key information forThe publication was launched after the each jurisdiction and covers the generalsuccess of a series of guides to PPP in legal system, specific PPP laws, procurementCentral and Eastern Europe that we laws, local funding and security issues.published in the UK in 2008 and 2009. “It’s designed to be continuously useful:Comprehensive and easy to use, the a reference document readers can haveguides proved popular with clients, on their shelf to dip into as required,” saysprompting all CMS firms to collaborateon the new report. Paolo Bonolis, partner in Rome. La ‘CMS Guide to PPP The publication reports on changes in in Europe’ (guida alleThe CMS Guide to PPP in Europe is the onlyEurope-wide reference to PPP laws currently legislation in various jurisdictions, such as the introduction of new PPP laws in Bosnia partnership tra il settoreavailable, and draws on the expertise of our and Herzogovina and new rules concerning pubblico e il privato inlawyers in projects such as the R1 motorway,the first PPP project to close in Slovakia. public works concessions in France. It also provides a summary for each jurisdiction’s Europa) è l’unico testo governmental response to the financial crisis. attualmente disponibile,“The initial impetus behind the guideswas simple: investors and sponsors consider The guide was distributed both in hard a livello europeo, cheCEE on a regional, not a country-by-country copy and electronically to clients and leading comprende tutte le leggibasis,” says London partner Rob Gray, whocoordinated the report. industry organisations across Europe and received coverage in, for example, che riguardano la PPP Infrastructure Journal. “Clients have been“As a firm with strength across the region, extremely positive, saying that it’s very useful “The CMS Guide to PPP in Europe isit seemed sensible to pull the relevant having this information for all of Europe in the only Europe-wide referenceinformation about the individual jurisdictions one place,” adds Gray. to PPP laws currently available” 25
  • 28. INTELLECTUAL PROPERTY CLIENT SERVICES Working together to crack down on counterfeit goods W ith 150 lawyers across CMS customs authorities are one of our main become increasingly efficient at picking who specialise in intellectual strengths in this area. They enable the out counterfeits.” property (IP), we understand that seizure of counterfeit goods throughout IP is one of the most important assets an Europe to happen effectively and Clients can specify the extent of the organisation can have. We have extensive cost-efficiently. information that comes through to them. expertise in helping clients secure and protect One CMS client, a global telecommunications their strategic IP rights, with the focus “At CMS, we coordinate the process of devices company, only wants to know about spanning the full suit of rights from brands lodging applications with both community seizures that are above a certain threshold. and trademarks to patents and copyright, and national import and export authorities This means that although we are in constant and work ranging from litigation proceedings so that they have the information they dialogue with customs on our client’s behalf, to strategic advice and due diligence. need to spot counterfeit goods,” Briner says. we deliver to the client only information “EU customs authorities charge no fees about the seizures that they feel are Protection against counterfeit goods for this, so it’s a useful client service that can relevant to their business. Two of our IP experts, Zurich-based Robert be coordinated Europe-wide by the CMS Briner and Brussels-based Tom Heremans, IP team.” “From there,” says Heremans, “there is a ten- work with colleagues across CMS to protect day period to determine whether any seized clients against counterfeit goods and “The aim is to help clients protect their goods are counterfeit, during which we work illegitimate parallel imports being traded goods against counterfeiters over the long- closely with our client’s technical experts. through Europe. Counterfeiting is a serious term,” Heremans continues. “The CMS If the goods are counterfeit, we then start problem in Europe, with the majority of coordinating office keeps up a dialogue with further investigations or, if needed, litigation, counterfeited goods entering the continent the relevant customs authorities, giving with the CMS coordinating office acting as from China and Thailand. Our well- them information about the client’s products the key point of contact for the client in all established relationships with European – such as samples or photos – so that they subsequent technical and legal matters.” Coordination of London-based IP partner Nick Beckett chairs Mit Hilfe unserer parallel trade advice the European Parallel Import Subcommittee of the International Trademark Association, Rechtsexperten an the main international body that represents Parallel imports are genuine, non- brand owners. In spring 2011, the European den verschiedenen counterfeit products imported into Parallel Import Subcommittee organised CMS Standorten different countries without the permission of the intellectual property owner. Some a webinar in which customs officials from The Netherlands and Germany discussed verfolgen wir das Ziel, parallel imports are legal and can move best practice for taking action against das geistige Eigentum freely around the common market, and illegitimate parallel trade. With 500 unserer Kunden, von others are illegal – this depends on the delegates participating in the webinar, particular circumstances and constraints which also covered the differences between der Wiege bis zur Bahre, may be different in different jurisdictions. national and EU legislation in this area, umfassend zu schützen CMS has strong local and international expertise in parallel trade and can advise it was an undoubted success. Maintaining this kind of engaged dialogue between und zu verwerten on the particularities relevant to each European customs officials, CMS and our jurisdiction. We rely on our specialist clients is the most effective way to ensure “With industry experts in different CMS regulatory, competition and IP lawyers that clients can rest easy about the jurisdictions, we strive to assist our clients to coordinate pan-European, distribution of their products within in protecting and exploiting their intellectual interdisciplinary advice. European markets. property from beginning to end”26 CMS ANNUAL REVIEW 2010–2011
  • 29. Helping our clients make cross-border use of their intellectual assets A good proportion of our cross-border work is related to technology licensing in the patent sector, says Egon Engin-Deniz, Head of the CMS IP group based in Austria. “With industry experts across Europe, we strive to assist our clients in exploiting their intellectual property from cradle to grave. Licensing deals may be the result of prior litigation, but very often we help clients to make effective cross-border use of their intellectual assets, not only by defending their rights in legal combat at court, but by different IP owners joining forces in cross-licence agreements.”CMSLEGAL.COM/INTELLECTUAL-PROPERTY PUBLICATIONS European Parallel Trade Review 2011 CMSLEGAL.COM/NEWSMEDIA/PUBLICATIONS The CMS Intellectual Property team meets in Madrid, April 2011 27
  • 30. LIFESCIENCES TRANSACTION A ‘one-stop shop’ for European lifesciences T he Lifesciences team, long a Takeda Client Relationship Partner Nick recognised leader in IP, commercial, Beckett comments: “We have worked regulatory and competition matters, closely with Takeda since 1997 and this is developing a market-leading reputation transaction showed CMS at its best – for servicing complex cross-border deals. true cooperation across our offices in CMS acted on multi-jurisdictional deals in Europe, ensuring a successful result for the sector over the last year with values our client. We have the right team and ranging from €50 million to several billion unparalleled sector expertise in place euros. Some of the leading pharma and to have been able to support them with medical device companies that have turned a ‘one-stop shop’ for this significant to CMS for help with cross-border deals European acquisition.” include Fresenius, Medtronic and Takeda. The Lifesciences team, working with Mergermarket has ranked CMS as the our Private Equity colleagues, has also number one law firm in Europe by volume developed a strong practice advising PE of Lifesciences M&A transactions for two clients on sector transactions. In the last years running. “CMS offers unrivalled breadth year, we advised funds including Advent and depth of Lifesciences expertise across International, BC Partners (see Private Europe and in the ‘Pharmamerging’ markets Equity, p.14) and RoundTable Healthcare such as Russia and China,” says David Butts, Partners on acquisitions and disposals CMS Head of Lifesciences. “Over the next of equity stakes in a range of companies year, we expect to advise and complete across Europe, including pharma and on cross-border deals of increasing size medical devices companies, female and complexity.” health/IVF clinics, diagnostic clinics and medical laboratories. Of note, CMS successfully advised longstanding client Takeda Pharmaceutical With more than 50 Lifesciences lawyers in AWARDS Company Limited, the largest Japanese over 15 jurisdictions, we are well equipped pharmaceutical company, on its €9.6bn to advise our clients on their investments Leaders League: (debt-free, cash-free) acquisition of Swiss in the emerging economies of Eastern Rising Team Pharma/ drug company Nycomed A/S. This Europe and beyond. “We offer clients one Lifesciences (France) 2011 transformational deal was signed in central contact for all their work in emerging May 2011 (subject to competition markets,” says Butts. “A team with expertise Corporate International clearances). The complex transaction in every relevant jurisdiction can quickly Global Awards was led out of the UK and involved be established; and unified due diligence, seamless coordination between CMS transaction documents, and other support Pharmaceutical Legal offices in several countries, including and advice can be coordinated and Adviser of the Year: Austria, Belgium, China, France, Germany, delivered through a single CMS deal (Czech Republic) 2010 Italy, The Netherlands, Poland, Russia, team – even a single point of contact – Spain, Switzerland and Ukraine. if the client so requires.” CMSLEGAL.COM/LIFESCIENCES28 CMS ANNUAL REVIEW 2010–2011
  • 31. CLIENT SERVICESCross-border duediligence againstthe clockIn spring 2011, Moscow-based CMS associateJulia Fedorova worked around the clockon cross-border due diligence on a largeinternational pharmaceutical project.Asked to check if any patents existed for eightspecific products, she had a week to identifywhether the relevant chemical formulas hadany current trade names related to them.Working closely with colleagues in theUK and Ukraine was crucial to the successfuloutcome. “Russian legislation is quitecomplicated and can be difficult to explainto Western-minded clients. I discussed therelevant legislation and its backgroundin depth with my CMS colleagues so thatthey could present in more comprehensibleways to the client,” she says.European distribution successWe advised a global top-five pharmaceuticalcompany on a co-promotion and distributionagreement for a new medicine in sevencountries. Such cross-border deals havebecome more common in recent yearsthanks to a system for central authorisationat EU level, established in 2004.“CMS advised the client on an agreementwith the holder of the central authorisation,which granted distribution rights in the UKand co-promotion rights in France, Germany,Italy, Spain, Portugal and Canada,” explainsJens Wagner, Partner in Hamburg. “Wecoordinated the work out of Germany andcalled on expertise from across CMS formatters of specific local legislation.” RANKINGS 1st law firm in Europe by volume of Life Sciences M&A transactions 2010 (source: Mergermarket) 29
  • 32. ENERGY CLIENT SERVICES Helping to transform the way Europe delivers its energy The Third Energy Package (IME and IMG – through the Dutch Electricity and Gas Acts, Directive 2009/72/EC and Directive 2009/73/ but this has led to a debate as to whether EC) is transforming the way in which energy ownership unbundling is in violation of EU markets work within Europe and is also law in relation to property, depending on affecting the ownership of assets. In order the way it is introduced. But, as Félix to enhance the internal markets, a key aim Plasencia, partner in Madrid, remarks, Coordinar la separación of the package is to make transmission “these local particularities must blend in de obligaciones y las networks fully independent from supply and production interests. “The Third Energy with a Europe-wide picture.” circunstancias locales es Package is a significant step forward in the The coordination of the unbundling el reto perfecto para CMS construction of an effective single European energy market,” says Robert Lane, Head of obligations with local circumstances is the perfect challenge for us. “We are able to the Energy group. combine local expertise with knowledge “The coordination of the of developments in other countries,” says unbundling obligations with The unbundling requirements of the Martika Jonk, partner in Amsterdam. local circumstances is the Third Package can be complex, with perfect challenge for CMS” different EU Member States facing Madrid-based partner Pablo Dorronsoro different choices and options on how to adds, “We work regularly with large implement it. “Energy is becoming an energy companies, governments and increasingly European matter,” says Cecilia regulators, both in Europe and in other van der Weijden, partner in Amsterdam, jurisdictions, such as Algeria and Morocco, “but local differences still play an important where we are also based. This gives us a role.” In The Netherlands, for example, great insight into how to give really practical unbundling has already been implemented advice when implementing directives.” The Third Energy Package follows on from the first two sets of changes and we have been involved in them all. Indeed, in London we undertook the original study for the European Commission which led to the First Energy Package back in 1996. Since then, we have advised on Energy Package implementation in all the countries where we have offices, and also in other EU countries including the Republic of Ireland and Greece. “Little did we know back in the early 1990s what our initial advice would lead to,” remarks Lane. CMSLEGAL.COM/ENERGY30 CMS ANNUAL REVIEW 2010–2011
  • 33. CLIENT SERVICESAdvising on globalenergy issuesWhen it comes to the critical issuesof future energy security, ourindustry experts help find solutionsT he Gulf of Mexico oil spill in 2010 for others internationally,” says Penelope the cutting edge of technical solutions – triggered global debates over the Warne, Energy partner. Even so, given the and also on insurance and liability issues – dangers of deep-water drilling and planet’s limited energy supply, the rising in order to promote best practice in all areas.where responsibility for environmental price of oil and high-stakes geopolitics, thedamage should lie. In the case of the UK, role of oil and gas will remain central to We are also leading in the area of renewablethe Government rejected the European global needs for very many decades ahead, energy. We recently published a report thatCommission’s call for a moratorium on and it is urgently necessary to find further highlights the political, fiscal, commercialUK continental shelf offshore drilling on solutions for security of supply. and regulatory impact of clean technologygrounds of safety, but it agreed to work on different business sectors, as well as anwith the EU to draw up a directive based Our oil and gas team is a global leader in in-depth study of government supporton the ‘polluter pays’ principle. providing expert advice on critical issues that mechanisms for renewable energy affect the oil and gas industry. CMS lawyers production across 20 European countries.Significant advances have already been are members of influential bodies such asmade in UK well systems since the 1988 the Oil Spill Prevention, Response and We have used our expertise to advise on thePiper Alpha disaster in the North Sea, in Advisory Group (OSPRAG) in the UK, taking development and financing of renewableswhich 157 people died. “The measures and proactive steps to continually improve all projects throughout Europe, ranging fromchanges that the UK adopted after Piper aspects of health, safety and environmental offshore wind farms in Germany to solarAlpha have been seen as the way forward issues. We are working with other experts at power projects in Spain and Italy. The CMS Energy team at a meeting in Warsaw, April 2011 31
  • 34. TECHNOLOGY, MEDIA & TELECOMS BT Fields • Corporate • Commercial Delivery to • Anti-trust/regulation 80+ • Real estate • Litigation countries PROJECT CMS ACCOUNT MANAGEMENT MANAGEMENT LEGAL SPEND ANALYSIS BESPOKE BILLING SYSTEMS CONDITIONAL FEE DOCUMENT KNOWLEDGE ARRANGEMENTS MANAGEMENT MANAGEMENT GROUPING RELATED PROJECTS ADMINISTRATIVE UNIFIED TASKS VOLUME REBATES RISK-AND-REWARD BASIS PITCHING SINGLE POINT OF BILLING Dans un panel multi-cabinets, le rôle du coordinateur local est de rester aussi proche que possible de l’équipe du client, et de s’assurer qu’on lui apporte l’expertise adéquate à chaque fois que nécessaire “In the context of a multi-firm panel, the role of a local relationship manager is to keep as close as possible to the client’s team, and to provide them with the necessary expertise” Anne-Laure Villedieu Associate, Paris32 CMS ANNUAL REVIEW 2010–2011
  • 35. The CMS TMT team workingCLIENT SERVICES together in Madrid, March 2011Streamlining BT’sglobal legal spendA radical account management system forkey client BT is creating a blueprint for otherlarge accounts at CMSF ollowing our appointment in late 2009 administrative tasks that would normally to BT’s legal panel, the TMT team has be done in-house. Our Knowledge put in place a range of structures to Management team works closely withhelp the telecoms giant to manage its global BT providing invaluable know-how andlegal spend more effectively. We now work training support.for BT in more than 80 countries, primarilyin the commercial, real estate, litigation, Meanwhile, bespoke billing systemsanti-trust/regulation and corporate fields, include pitching for work on a risk-though our team also increasingly handles and-reward basis; conditional feethe full range of BT work. arrangements for litigation; providing a single point of billing for all firmsBT was looking for a closer, more proactive worldwide with unified volume rebates;relationship with its lawyers, as well as a and grouping related projects in orderfirm with genuine international reach. to provide economies for the client.Chris Watson, Client Relationship Partnerfor BT, and his team have worked hard to Watson says: “Sustained effort has gonedeliver this. With an innovative reporting into building trust and understanding andtool, we analyse each assignment and breaking down barriers between CMS andBT’s legal spend. We have also taken on BT, and this includes a constant stream ofdocument management and many other secondees moving between the two firms.”BT’s perspective“Working with CMS has been a very positive “During his three-month secondment at BT AWARDSand mutually beneficial experience. We were Netherlands, [CMS associate] Simon Sandersimpressed with how Chris Watson and other combined high-quality legal expertise with an Corporate Internationalmembers of the CMS team took the bull by the in-depth ICT market knowledge. Global Awardshorns and did just about everything they could Telecoms Lawpossibly do to develop and cement strong “His sharp insights and natural instinct for Excellence Award:working relationships. business-related and commercial aspects made (England) 2010 sure his advice was always to the point.”“It is this positive attitude and approach that Barbara Muller Information Technologyhas enabled such a solid relationship to be Head of Legal, BT, Benelux Legal Excellence Award:built in such a short space of time. I’m sure (England) 2010our relationship will continue to go from Telecoms Lawstrength to strength.” Excellence Award:Gareth Tipton (Hungary) 2010Relationship Manager, BT Legal Business Award: TMT Team of the Year (UK) 2010CMSLEGAL.COM/TMT---TECHNOLOGY--MEDIA-TELECOMS 33
  • 36. CONSUMER PRODUCTS CLIENT SERVICES Delivering growth for Delhaize Group L’équipe CMS a délivré une excellente prestation, de très grande qualité” Philippe Dechamps, Groupe Delhaize “The CMS team has delivered a best-in-class, outstanding performance” Philippe Dechamps, Delhaize Group34 CMS ANNUAL REVIEW 2010–2011
  • 37. CLIENT SERVICES Our Consumer Products annual workshop looks at industry trends Legal trends in the consumer products industry were the focus of our Consumer Products sector group’s annual workshop, held in November 2010 in Zurich. A range of clients were in attendence, including Diageo, Beiersdorf, Daniel Swarovski, Philips and FIFA. We were also lucky enough to have some excellent external speakers.C MS worked on the second-largest Belgrade by Nataša Zavišin and real estate Our talks covered plenty of ground. Zurich- private transaction ever to take place matters handled by Stojan Semiz. Our team based partner Stefan Brunnschweiler and in Serbia: the acquisition of the in Belgium advised on the initial phase of Düsseldorf-based partner Dietmar Rahlmeyercountry’s biggest supermarket chain by the deal structuring and on the negotiation began the proceedings with a discussionBelgian food retailer Delhaize Group. of the overall terms of the transaction, about e-commerce. They looked at the while our London team led on the sale practice of streamlining internet sales in theirTeams from eight jurisdictions including and purchase arrangements. own jurisdictions and what implications thisBrussels, Belgrade and London worked has further afield.for more than a year on the €932.5m deal, “Simply put,” says Philippe Dechamps,which sees Delhaize take on Delta Maxi General Counsel for Europe and Asia, German associate Heike Blank talked aboutGroup’s 450 stores in Serbia, Bulgaria, Delhaize Group, “the CMS team has health claims in advertising, a vital topic forBosnia and Herzegovina, Montenegro delivered a best-in-class, outstanding all food and drink companies. Susan Hankey,and Albania. Closing is expected to occur performance in the acquisition of Delta partner in London, spoke about categoryby the end of August 2011. Maxi, which was very unusual by all management, another key issue for all standards – complexity, structure and consumer product companies. These talksCombined with its existing supermarket duration. Delhaize Group has found a generated substantial interest and livelynetwork in Greece and Romania, the reliable partner that managed to build debates on the various issues involved.purchase will make Delhaize a leading trust not only with us at the Legalretailer in South Eastern Europe. The Department, but also with our business We then revisited the competition theme incompany also operates in Belgium, the operations and our management. Key to a talk given by partner Małgorzata UrbańskaUS, Greece, Romania and Indonesia. success were the integration of the in-house from Warsaw and associate Virginie Coursière and outside counsels, rapid decision-making from Paris, who spoke about resale priceIn January 2010, we were appointed and clarity in strategic choices. A job maintenance and information exchangeto handle corporate/M&A matters in well done!” between competitors.Europe, with competitive pricing andinternational expertise playing a key role As a significant piece of inward investment, For the final talk, we welcomed partnersin our success. We are now also working the deal attracted top-level political and Andrew Halper and Steve Yu from our Chinafor Delhaize on commercial, real estate, media attention in Serbia and Belgium, office. Entitled ‘Over the Chinese Wall’,energy and litigation matters. with involvement from the President and it looked at doing business in the Chinese a speech from the Prime Minister at the market and getting products to consumersCorporate partner Vincent Dirckx in dinner following the signing of the deal. there, taking into account how rapidly theBrussels and Louise Wallace, Corporate The Belgian ambassador also attended. country’s economy and infrastructure havepartner in London, agreed that the developed over the past few years.transaction was only possible because of Dirckx and Wallace believe the transactionour seamless international capability and paves the way for similar deals in the future, London-based partner Susan Barty remarks:geographic coverage. Dirckx commented: as M&A activity gathers pace in the Balkans. “The workshop was an excellent opportunity“This proves what European powerhouse “In the UK and Western Europe, there is to discuss industry issues and meet and talkCMS can deliver.” little scope for large-scale consolidation to clients who attended, some of whom had in the food retail sector, but in Central travelled quite a distance to be there. I hopeThe transaction was under English law, and South Eastern Europe, there is still that they also enjoyed the opportunity towith due diligence being coordinated in consolidation play available,” says Wallace. network with others in the industry.”CMSLEGAL.COM/CONSUMER–PRODUCTS 35
  • 38. HOTELS & LEISURE TRANSACTION Developing an innovative approach to hotel ownership for Accor CMS takes the lead in advising key players in the European Hotels & Leisure market I n a challenging year for the Hotels & expertise to develop a standard form Leisure industry, international hotel variable lease – an innovative agreement chain Accor kept us busy. where rent is a percentage of the hotel turnover, meaning that the landlord We advised it on the €154m sale and shares in the risk. This innovative structure leaseback to Invesco Real Estate of five is being repeated multiple times with hotels in Germany, Italy, France and different portfolios, helping Accor with Slovakia. We also advised it on the its strategy of divesting real estate assets €367m sale and leaseback of 48 hotels while retaining its operational role. in Germany to Predica and Foncière des Murs, as part of a larger portfolio sale. Accor has now given us a new instruction to sell 20 hotels in Central and Eastern “Accor comes to us because we have Europe, involving lawyers from Budapest, Hotels & Leisure sector expertise and London, Paris, Prague, Vienna and a capability to advise key players in the Warsaw. The increased activity signals a European market on their cross-border wider recovery in the industry as a whole, transactions, regardless of which and how believes Thomas Page, London-based many jurisdictions are involved,” says partner in the Hotels & Leisure Group. Hermann Stapenhorst, partner in Berlin and Head of the Hotels & Leisure Group. “Things are looking a lot more positive than this time last year,” says Page. Our relationship with Accor on the “Activity is not back to 2006/07 levels, transaction side started four years ago. but there are significant signs of We have been able to use our sector improvement in the sector.” CMSLEGAL.COM/HOTELS–LEISURE36 CMS ANNUAL REVIEW 2010–2011
  • 39. CLIENT SERVICES Delivering cross-border investment advice to Invesco Superb connections and a finger on the pulse of the hotel industry cemented our relationship with Invesco Real Estate. The Hotels & Leisure team has been building a relationship with Invesco for some time and was appointed in November 2010 to advise on all future acquisitions under its new pan-European hotel fund. The fund will have approximately €600m to spend in the next three years. There will also be additional deals where Invesco is mandated to act for investors outside the fund. Activity is likely to be intense during 2011, and while debt financing remains difficult for highly geared private equity firms to obtain, it gives cash-rich buyers such as Invesco a competitive edge. As a trusted partner, we offer strategic insight as well as international legal expertise. “We have regular conversations with them about trends in the industry, where we see the market going and areas where the market looks good,” says Thomas Page, London- based partner in the Hotels & Leisure Group.Accor nous a désormaisdemandé de le soutenirlors de la vente de20 hôtels en Europecentrale et orientale“Accor has now given us a new instruction to sell 20 hotels in Central and Eastern Europe” RANKINGS 1st in number of leisure sector M&A deals completed since January 2010 (source: Mergermarket) 37
  • 40. EMERGING MARKETS The BRIC countries have dynamic economies, booming specialist sectors and growing global political clout. A long-established player in emerging markets, we have the collective experience and skills to meet all legal needs in these challenging and fascinating countries. Our lawyers, several of whom have BRAZIL been based in Brazil for many years, CHINA have extensively advised clients on major infrastructure projects, corporate transactions and disputes in the energy, telecommunications and mining sectors. We have both the in-depth experience and the knowledge to assist clients on transactions in Brazil in virtually any sector and of any size. Ted Rhodes Managing Partner, Brazil RUSSIA CMS, China has been active in China for almost 20 years. We serve clients in With roots dating back nearly 20 years, the country through our representative CMS, Russia advises on projects in energy, offices in Shanghai and Beijing. We offer legal power, infrastructure, construction and advice in the areas of corporate and M&A, real estate. The firm also offers high-end banking & finance, competition, commercial, tax, employment, IP/IT, commercial and employment, real estate & construction, banking and financial services, and is active intellectual property rights, dispute resolution in the field of M&A (cross-border and local and tax. We successfully advise both foreign transactions). Among the largest international companies doing business in China and firms in Russia, we are highly committed Chinese companies doing business abroad. to the country. We are known both for advising foreign investors into Russia and Ulrike Glueck advising Russian firms expanding abroad. Managing Partner, China Jean-François Marquaire Managing Partner, Russia INDIA We have been involved in India since the early 1990s, when various sectors, chiefly power, oil, gas and infrastructure, were liberalised and opened to foreign private investors. Among others, we have advised on Greenfield power initiatives, roads, water and port projects and, more recently, transmissions and rail projects. Given the country’s sustained economic growth, Indian corporations are strengthening themselves by acquiring overseas assets. We offer them a one-stop shop service for all their acquisitions in Europe. Richard Price Partner, CMS India Group38 CMS ANNUAL REVIEW 2010–2011
  • 41. CLIENT SERVICESWhen picking a law firm, clients want a clear, evidence-basedanswer to the question: “What makes you different from everyoneelse in a way that adds value?” Matthew Gorman, ExecutiveDirector, and Ilan Hanohov, Head of Business Development,explain the fundamental features of the CMS service.Matter management in the fee. Our highest priorities areMG: “A matter is managed from the moment transparency and offering the most valuablea client instructs us on a piece of work and service that is available throughout Europe.”we strive to make this process as efficientas possible. Our lawyers are trained in project Communication Good communicationmanagement and experienced incommunicating clearly. They understand that IH: “It’s important that good communication is at the heart of our work, between people is at the heart of ourthe way the matter is managed is just as and across borders. We understand that work, between peopleimportant to a successful outcome as thelegal work. At CMS, we work hard to bring building trusted relationships is key to successful client relationships, and we’re and across bordersthe two together seamlessly.” dedicated to doing this by getting to know our clients and working closelyQuality control with them.”IH: “Quality is in the eye of the beholder. Ourvision of quality is that we understand exactly Account managementwhat each client wants and ensure that we MG: “Our mission is to be the best Europeancan deliver it. Legal quality is of the highest provider of legal and tax services. We aim to AWARDSpriority, but every client has its own ideas for bring together the best of Europe to deliverwhat else constitutes quality, and it is up to us a better, more valuable service to our clients. Chambers Europe:to understand this and deliver on it.” Getting account management right is central German Client Service Law to this, and we put significant resources into Firm of the Year 2011Fee estimation making sure we do so.”MG: “Clients are increasingly fee-sensitive Financial Times:and we want to be sure that we deliver value IH: “And as our structure evolves in the Ranked 7th for innovation,for money. We work together with clients to future, we expect to be increasing our range FT Innovative Lawyeragree on the scope of a project, so from the of client-facing infrastructure so that we can Awards 2010outset there is clarity about what is included proactively support more client needs.” 39
  • 42. OUR PEOPLE PEOPLE AND DEVELOPMENT The CMS Academy helps to build trusted relationships and develop employees’ skills M atthew Gorman, Executive Director, stresses the importance of our people’s development: “For us to deliver a seamless, consistent level of service to our clients, we want our people to know and trust one another, so we engage in a number of initiatives that bring our people together. Notably, we have established the CMS Academy. The CMS Academy plays a critical role in helping support cross-border coordination and strong, trusted relationships. It provides a range of opportunities for our people to learn Underneath the CMS and practise the so-called ‘soft skills’ that are so vital to a lawyer’s work.” Academy umbrella sit: • Partners’ Induction Meeting (the ‘PIM’): The CMS Academy provides training an annual gathering of all new partners at in a number of areas, including: IMD in Lausanne, Switzerland, including high-level training and development on • Managing client relationships the issues of partnership, leadership and • Matter management business development, as well as the • Networking ‘CMS approach’ to client relationships. • Intercultural skills • Negotiation • Partner Peak Performance: a 12-month • Influencing. programme for more senior partners which makes extensive usage of coaching Gorman continues: “Our CMS Academy and workshops to help participants also offers more internally focused sessions manage and develop their practices. on understanding how a modern law firm works, as well as how to manage and • Core Curriculum: held two or three times develop a legal career. CMS Academy a year in various cities, this event brings face-to-face workshops are supported together junior and senior associates for by CMS TV – a series of brief online videos intense, high-quality training. that provide relevant training modules on demand, online.” • One-off courses: both in person and Our support functions (Finance, online (including videoconferencing), on IT, HR, Marketing) regularly meet to important skills such as English language cooperate on joint projects and share drafting, pitching and presentation skills, best practice so that all firms benefit as well as more technical sector and from the collective know-how of the individual firms. subject-specific topics. AWARDS Belgian Legal Awards: Best Firm To Work For, 2010 The Lawyer HR Awards: Most Innovative Recruitment Initiative (UK) 201040 CMS ANNUAL REVIEW 2010–2011
  • 43. CMS FOOTBALL CUP The annual CMS Football Cup is a highlight in our calendarWe engage ina number ofinitiatives thatbring our peopletogether May 2011 saw a major contested tournament, highlight in our CMS the Bulgarian team won calendar – the annual the ladies’ competition CMS Football Cup, and the men’s trophy which took place in was lifted by the Prague. More than Spanish. The event is 350 CMS colleagues, an excellent networking forming 37 teams from opportunity for 17 jurisdictions, came colleagues from across together to compete Europe to interact and in this well-attended attendees continue event to reign as the to build on the CMS champions. relationships made Following a closely on the playing field. 41
  • 44. CORPORATE SOCIAL RESPONSIBILITY Despite a tough economic climate, we have Our pro bono, voluntary and supported more than 60 charities, schools and NGOs in the past 18 months through charitable work across Europe our legal and business expertise, charitable donations and people. This is something we are incredibly proud of, and also something that we continually strive to improve on. The Netherlands • Advocaten voor Advocaten CMS supports A4ID (Lawyers 4 Lawyers), supporting lawyers abroad in difficult positions/countries Our commitment to supporting • Providing pro bono advice to international pro bono activities is shown the VoorleesExpress project to reduce language problems through our partnership with Advocates in children of immigrant parents for International Development (A4ID). This who do not have Dutch as their charity improves access to justice by enabling first language lawyers from around the world to use their • Sponsoring the annual project skills to support the eradication of poverty. of Stichting Kinderpostzegels to raise money for education UK projects for children in The CMS in the UK and Central and Eastern Netherlands and worldwide Europe has been a strong supporter • 1% fair-share partner of of A4ID for some time. In July 2010, we THE Nationaal Fond Gehandicapten- NETHERLANDS extended this commitment to working sport (donating 1% of globally across multiple practice areas. sponsoring budget to this fund for sports for the disabled) Our lawyers are now able to deliver BELGIUM/ pro bono support in all 29 jurisdictions LUXEMBOURG where we operate. This work includes advising international child protection charity EveryChild on Belgium/Luxembourg managing its intellectual property and • International Polar Foundation on the local registration requirements of its Ukraine and Russia members. We helped UK • Pro bono advice through Our Sansar – an organisation that supports Advocates for International orphans and street children in Nepal – Development, LawWorks to develop its internal equal opportunities, • East London Business Alliance, FRANCE diversity and harassment policies. And we Hackney Business Ventures advised Christian Aid on the standards and Inspire imposed on companies under English • Whitmore Primary, Hackney and international law regarding Free Parochial and Stoke Newington High School SPAIN carbon emissions. through literacy, numeracy and mentoring programmes By extending our relationship with A4ID, • Sponsors of Macmillan Cancer we have strengthened our Corporate Social Support, Special Olympics, Barts Responsibility initiatives and look forward and the London Charity and Meningitis Research Foundation to seeing this relationship prosper in the coming years. We also welcome client participation in such pro bono projects. France • IMS-Entreprendre pour la Cité, which helps companies devise and implement CSR policies Spain • Noé Conservation, which is • Participating in sessions committed to maintaining of Know your Laws – training in global biodiversity laws that can affect the daily lives • Loisirs Pluriel, which helps disabled of immigrant workers in Madrid and able-bodied children to meet • Collaborating with Carmen Pardo- and participate in shared activities Valcarce Foundation (programme • Haïti Futur, which is dedicated for people with learning difficulties) to improving conditions in Haiti42 CMS ANNUAL REVIEW 2010–2011
  • 45. Germany Czech Republic Hungary • Pro bono work for the BISS • Education for Ousman Camara, • Red Nose Clown Doctors foundation, on a project a young boy in Guinea Foundation and Seedling which involves 40 training • Christian Refuge Orphanage Trust Foundation places to give disadvantaged Centre in Ghana • British Chamber of Commerce young people a better future in Hungary, the Hungarian • Sponsoring a young • Carisma: helping to integrate international student to Chamber of Commerce in disabled people into the support volunteers in Malawi Netherlands, HVCA – job market renovating elementary schools Hungarian Venture Capital • Sponsoring the arts, including Association and Hungarian lit.COLOGNE, Gewandhaus Construction Innovation zu Leipzig and Stuttgart Association State Theatre • Noah’s Ark Animal Shelter Foundation during the Hungarian floods in July 2010 Poland • Habsburg Eilika Foundation • Welcome to Our World, a joint educational project linking a school in Warsaw with a school in London POLAND CZECH GERMANY REPUBLIC UKRAINE Ukraine HUNGARY • Foundation “Likarinfund”,SWITZERLAND for orphans and children with illnesses AUSTRIA ROMANIA Romania • United Way and Hospice Casa Sperantei ITALY BULGARIA Bulgaria Austria • Pro bono work for the • CMS runners from Austria, American Chamber Russia and every central and of Commerce eastern European country • Cedar Foundation: supporting participated in the 2011 disabled orphans Vienna City Marathon, forming 17 relay teams, raising over €13,000 for a number of Italy different charities • Donated games, clothes, books and other materials to Robin’s Nest Orphanage in Zambia • Providing financial support to pay the enrolment fees Switzerland of a boy from Robin’s Nest, • Helping the victims of the enabling him to complete 2010 Haiti earthquake three years of education 43
  • 46. GOVERNANCE EXECUTIVE COMMITTEE MANAGING PARTNERS’ GROUP PRACTICE AND SECTOR GROUPS Our structure and governance have helped create a collegiate culture CMS EXECUTIVE TEAM As set forth in our constitution, we are governed by consensus, which means that decisions require unanimous consent from all members of the Executive Committee. PARTNERS’ ANNUAL This committee represents all member firms MEETING equally, regardless of the amount of their financial contributions (calculated as a standard percentage of their revenues). CMS FIRMS CMS COUNCIL Key groups There are seven key aspects defining our organisation and governance. 1. Executive Committee: 3. Practice and Sector Groups: 6. CMS Firms: The Executive Committee is comprised These ‘areas of expertise’ groups are all about CMS member firms adopt their own local of the Executive Director and the Managing business development and doing the work strategies, recognising ‘local expertise’ in Partners of all CMS firms, as well as one for our clients. The Executive Committee understanding what works best for their additional partner per firm. Meetings appoints the head of each group who, in organisation in their specific markets. are led by the CMS Chairman, who is turn, works with a small leadership team. our ambassador and spokesperson, 7. CMS Council: both internally and externally. The group 4. CMS Executive Team: The council is made up of one partner meets every other month in a different Based primarily in Frankfurt and managed representative from each member firm, CMS country. by the Executive Director, the CMS Executive usually the Senior Partner, and meets on Team carries out primary support functions: an annual basis. 2. Managing Partners’ Group: business development, IT, finance, The Managing Partners’ Group, comprised marketing, training and development. of the Managing Partner of each CMS firm, is responsible for executing CMS strategy. 5. Partners’ Annual Meeting: This group decides operational issues, again A gathering that includes all 700+ partners by consensus, and meets every other month. for three days of training and networking. The group is chaired by the CMS Executive Director, who is also responsible for CMS’ daily operations.44 CMS ANNUAL REVIEW 2010–2011
  • 47. CONTACT USCMS Legal Services EEIGFrankfurt am MainBarckhausstrasse 12-1660325 Frankfurt am MainGermanyT +69 717 01-500F +69 717 01-550E info@cmslegal.comwww.cmslegal.com Created by Wardour www.wardour.co.uk Portrait and people photography by Theo Cohen Printed by Park Communications on FSC® certified paper. Park is an EMAS certified CarbonNeutral ® Company and its Environmental Management System is certified to ISO14001. 100% of the inks used are vegetable oil-based, 95% of press chemicals are recycled for further use and, on average, 99% of any waste associated with this production will be recycled.
  • 48. CMS Legal Services EEIG is a European Economic Interest Grouping that coordinates an organisation ofindependent member firms. CMS Legal Services EEIG provides no client services. Such services are solelyprovided by the member firms in their respective jurisdictions. In certain circumstances, CMS is used as a brandor business name of some or all of the member firms. CMS Legal Services EEIG and its member firms are legallydistinct and separate entities. They do not have, and nothing contained herein shall be construed to placethese entities in, the relationship of parents, subsidiaries, agents, partners or joint ventures. No member firmhas any authority (actual, apparent, implied or otherwise) to bind CMS Legal Services EEIG or any othermember firm in any manner whatsoever.CMS member firms are: CMS Adonnino Ascoli & Cavasola Scamoni (Italy); CMS Albiñana & Suárez de Lezo,S.L.P. (Spain); CMS Bureau Francis Lefebvre (France); CMS Cameron McKenna LLP (UK); CMS DeBacker(Belgium); CMS Derks Star Busmann (The Netherlands); CMS von Erlach Henrici Ltd. (Switzerland); CMS HascheSigle (Germany) and CMS Reich-Rohrwig Hainz Rechtsanwälte GmbH (Austria).CMS offices and associated offices: Amsterdam, Berlin, Brussels, London, Madrid, Paris, Rome, Vienna,Zurich, Aberdeen, Algiers, Antwerp, Beijing, Belgrade, Bratislava, Bristol, Bucharest, Budapest, Buenos Aires,Casablanca, Cologne, Dresden, Duesseldorf, Edinburgh, Frankfurt, Hamburg, Kyiv, Leipzig, Ljubljana,Luxembourg, Lyon, Marbella, Milan, Montevideo, Moscow, Munich, Prague, Rio de Janeiro, Sarajevo, Seville,Shanghai, Sofia, Strasbourg, Stuttgart, Tirana, Utrecht, Warsaw and Zagreb.www.cmslegal.com©CMS Legal Services EEIG (June 2011)