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Annual Review
2010–2011
AnnualReview2010–2011CMS Legal Services EEIG is a European Economic Interest Grouping that coordin...
Bristol
Amsterdam
Brussels
UtrechtLondon
Edinburgh
Aberdeen
Luxembourg
Antwerp
Paris
Leipzig
Lyon
Strasbourg
Madrid
Sevill...
02 CMS ANNUAL REVIEW 2010–2011 03
04 Introduction
06 Corporate
08 Banking & Finance
10 Competition
12 Tax
14 Private Equit...
INTRODUCTION
04 CMS ANNUAL REVIEW 2010–2011 05
M
ilestones are important in the life
of any organisation. They help us
gau...
T
he European M&A market is
gathering steam, according to
the latest CMS European M&A
Study, published in May 2011.
The re...
08 CMS ANNUAL REVIEW 2010–2011 09
“Since the financial crisis, there has been
an incredible political will to get things
d...
10 CMS ANNUAL REVIEW 2010–2011 11
W
e advised Japan-based
engineering technology
firm, Mori Seiki, on a complex
seven-juri...
L’objectif est d’instaurer
un processus qui
respecte la loi tout
en permettant une
optimisation fiscale
12 CMS ANNUAL REVI...
15
CLIENT SERVICES
J
anuary 2010 was a particularly busy period
for more than 100 CMS lawyers around
Europe who were invol...
DISPUTE RESOLUTION
CLIENT SERVICES
The CMS International Arbitration Group (IAG) continues
to make its mark as a major for...
18 CMS ANNUAL REVIEW 2010–2011 19
INSIGHT
Building a sustainable
future in The Netherlands
I
s sustainable building the fu...
TRANSACTION
E
xtensive industry knowledge and a
proactive approach to client needs
have strengthened our relationship
with...
CMSLEGAL.COM/NEWSMEDIA/PUBLICATIONS
22 CMS ANNUAL REVIEW 2010–2011 23
E
mploying workers in Western Europe
can be complex ...
The CMS Guide
to PPP in Europe
PUBLICATIONS
CMSLEGAL.COM/NEWSMEDIA/PUBLICATIONS
24 CMS ANNUAL REVIEW 2010–2011 25
INSIGHT
...
CMSLEGAL.COM/INTELLECTUAL-PROPERTY
Helping our clients make
cross-border use of their
intellectual assets
A good proportio...
AWARDS
Leaders League:
Rising Team Pharma/
Lifesciences (France) 2011
Corporate International
Global Awards
Pharmaceutical...
CMSLEGAL.COM/ENERGY
30 CMS ANNUAL REVIEW 2010–2011
CLIENT SERVICES
The Third Energy Package (IME and IMG –
Directive 2009/...
80+countries
Delivery to
Dans un panel multi-cabinets, le rôle
du coordinateur local est de rester aussi
proche que possib...
34 CMS ANNUAL REVIEW 2010–2011 35
CLIENT SERVICES CLIENT SERVICES
C
MS worked on the second-largest
private transaction ev...
37
TRANSACTION
Developing an
innovative approach
to hotel ownership
for Accor
I
n a challenging year for the Hotels &
Leis...
BRAZIL CHINA
Good communication
is at the heart of our
work, between people
and across borders
38 CMS ANNUAL REVIEW 2010–2...
40 CMS ANNUAL REVIEW 2010–2011 41
OUR PEOPLE
PEOPLE AND DEVELOPMENT CMS FOOTBALL CUP
The CMS Academy
helps to build truste...
Germany
• Pro bono work for the BISS
foundation, on a project
which involves 40 training
places to give disadvantaged
youn...
As set forth in our constitution, we are
governed by consensus, which means that
decisions require unanimous consent from
...
Annual Review
2010–2011
AnnualReview2010–2011CMS Legal Services EEIG is a European Economic Interest Grouping that coordin...
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  1. 1. Annual Review 2010–2011 AnnualReview2010–2011CMS Legal Services EEIG is a European Economic Interest Grouping that coordinates an organisation of independent member firms. CMS Legal Services EEIG provides no client services. Such services are solely provided by the member firms in their respective jurisdictions. In certain circumstances, CMS is used as a brand or business name of some or all of the member firms. CMS Legal Services EEIG and its member firms are legally distinct and separate entities. They do not have, and nothing contained herein shall be construed to place these entities in, the relationship of parents, subsidiaries, agents, partners or joint ventures. No member firm has any authority (actual, apparent, implied or otherwise) to bind CMS Legal Services EEIG or any other member 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 Hasche Sigle (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)
  2. 2. Bristol Amsterdam Brussels UtrechtLondon Edinburgh Aberdeen Luxembourg Antwerp Paris Leipzig Lyon Strasbourg Madrid Seville Marbella Casablanca Algiers Rome Milan Zurich Ljubljana Vienna Bratislava Budapest Zagreb Sarajevo Tirana Belgrade Sofia Bucharest Prague Warsaw Moscow Kyiv Munich Dresden Berlin Hamburg Duesseldorf Cologne Frankfurt Stuttgart A SINGLE ORGANISATION NEW OFFICES Rio de Janeiro Buenos Aires Montevideo Beijing Shanghai CMS brings together nine European law firms in a unique structure that creates a ‘one-firm’ approach for clients who require legal and tax services in multiple jurisdictions. Each firm is a leader in its own market with a history going back many years. We are pleased to announce our cooperation agreement with leading Portuguese law firm Rui Pena, Arnaut & Associados (RPA). We have been working with RPA for some time on cross-border deals and have been providing referrals to each other. Together, RPA and our Spanish firm are implementing a strategy for Iberia. Taken together, the three newest additions add further capability to our extensive presence in Europe, supported by deep local expertise in each market in which we do business. CMS opened a new office in Luxembourg on 1 January 2011, following a merger with a well-established local firm. Our CMS team in Luxembourg advises on all areas of business law with particular focus on Corporate, M&A, Banking & Finance and Tax. We also opened a new office in Tirana, Albania, in 2011. The Tirana office is made up of the Managing Partner, Marco Lacaita and seven lawyers. The office is recognised as a leader in its market. CMS aims to be recognised as the best European provider of legal and tax services OVERVIEW Countries 29 54 48 770 >2,800 >5,000 e766.4m 36 57% 6 CMS 2010 turnover Number of new CMS partners International CMS pitches won Average number of countries covered in each CMS international pitch Offices KEY FACTS Cities Partners Lawyers Total employees 0101
  3. 3. 02 CMS ANNUAL REVIEW 2010–2011 03 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 44 Governance 26 LIFESCIENCES TAX 12 INTELLECTUAL PROPERTY 28 EMPLOYMENT & PENSIONS 22 BANKING & FINANCE 08 30 ENERGY 24 INFRASTRUCTURE & PROJECT FINANCE 32 TECHNOLOGY, MEDIA & TELECOMS High-quality advice Clients benefit from highly trained lawyers and tax advisers who understand the law and the legal landscape in the jurisdictions where they operate. Clients get straightforward legal advice, free from jargon. Most extensive presence CMS is an organisation with a presence in all the major business centres across Europe. This means that clients have access to high-quality expertise wherever they need it in Europe. Cross-border coordination CMS is a joined-up organisation committed to high standards of service. This means that clients have access to expertise across Europe delivered through a single point of contact. Deep local expertise Our firms have been in their local markets for decades or even centuries and are immersed in the local culture, meaning that our clients receive high-quality advice in the local context. Industry specialists CMS lawyers and tax advisers understand their business and the wider industry. We speak our clients’ language and provide advice in the context of their business objectives. Strong, trusted relationships Our teams build strong relationships above and beyond the matter at hand. We give proactive advice and useful information on issues related to our clients’ business. Distinctively European We have created a single organisation by bringing our people together to share deep local expertise and unparalleled cross-border knowledge. ABOUT US CONTENTS OVERVIEW CMSLEGAL.COM/ABOUTCMS
  4. 4. INTRODUCTION 04 CMS ANNUAL REVIEW 2010–2011 05 M ilestones are important in the life of any organisation. They help us gauge how we are growing and changing, and how we are performing by reference to our stated goals and aspirations. It is why we decided to publish a snapshot of CMS, based on what we have done over the past 12 months. For more than a decade, CMS has been working towards becoming the best European provider of legal and tax services. Drawing on the experience and know-how of nine leading European firms, we have been creating an organisation unmatched in our breadth and depth across Europe and our service delivery to clients. 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 we understand our clients, their businesses and the legal landscape in which they operate. And it documents how we can coordinate complex transactions across borders – no easy task when you consider Europe’s diverse jurisdictions. It also showcases our people. It explains how we work to find innovative solutions for clients, how we train and develop together and how we are using our expertise and time to improve the communities where we do business. Ultimately, our clients will decide whether we are the best European provider of legal and tax services, and we take every opportunity to ask, listen and respond to them. We hope that the following pages will help you understand CMS better – giving you a sense of where we’ve come from and the values that shape where we’re going. As always, if you have any questions or thoughts, we hope you’ll get in touch. Cornelius Brandi Chairman of the Executive Committee cornelius.brandi@cmslegal.com Welcome to our first CMS annual review Matthew Gorman Contact matthew.gorman@cmslegal.com Duncan Weston CMS Cameron McKenna Head Office: London Contact duncan.weston@cms-cmck.com Pierre-Sebastien Thill CMS Bureau Francis Lefebvre Head Office: Paris Contact pierre-sebastien.thill@cms-bfl.com Dolf Segaar CMS Derks Star Busmann Head Office: Amsterdam Contact dolf.segaar@cms-dsb.com Peter Huber CMS Reich-Rohrwig Hainz Head Office: Vienna Contact peter.huber@cms-rrh.com Carlos Peña Boada CMS Albiñana & Suárez de Lezo Head Office: Madrid Contact carlos.pena@cms-asl.com StanislasvanWassenhove CMS DeBacker Head Office: Brussels Contact stanislas.vanwassenhove@cms-db.com Hubertus Kolster CMS Hasche Sigle Head Office: Berlin Contact hubertus.kolster@cms-hs.com MANAGING PARTNERSCMS EXECUTIVE DIRECTOR Principal contact for company information info@cmslegal.com +49 69 717 01-500 Pietro Cavasola CMS Adonnino Ascoli & Cavasola Scamoni Head Office: Rome Contact pietro.cavasola@cms-aacs.com Patrick Sommer CMS von Erlach Henrici Head Office: Zurich Contact patrick.sommer@cms-veh.com
  5. 5. T he European M&A market is gathering steam, according to the latest CMS European M&A Study, published in May 2011. The report, now in its third year, provides a useful annual reference point for businesses as well as M&A professionals looking to keep up to speed with market trends. The most comprehensive study of its kind in Europe, it considers the deal points that are usually heavily negotiated in M&A deals, including MAC (material adverse change) clauses, purchase price adjustments and warranties. A complex transaction requiring a German venture capital fund to be transferred to Guernsey highlighted the cross-border abilities of our M&A experts. The deal, completed in January 2011, saw US private equity investor HarbourVest Partners LLC welcomed as a co-investor in the Georg von Holtzbrinck publishing group’s venture capital arm. Together the partners have launched a €177m fund, HV Holtzbrinck Ventures Fund IV L.P., to invest in digital and internet enterprises. We advised Lloyds TSB Development Capital, the private equity arm of Lloyds Banking Group, on its £100m acquisition of Easynet, the global provider of managed solutions and business connectivity services, from British Sky Broadcasting Group (BSkyB) plc. Led by James Grimwood, Corporate partner in London, the high-profile deal required local expertise in corporate, competition, TMT (Technology, Media and Telecoms), banking and finance and tax, with input from lawyers and tax advisers in Belgium, France, Germany, Italy, The Netherlands, Spain, Switzerland and the UK. We advised L’Oréal group on the sale of Sanoflore’s plant, which specialises in biocosmetics, aromatherapy and herbal medicine products, to Fareva SA. This French family group specialises in household, industrial, cosmetic, pharmaceutical and food products, and this purchase means that it will consolidate its position in the field of bio-products. The sale enables L’Oréal, a leading global beauty brand, which maintains the Sanoflore brand and the plant’s R&D unit, to focus on research, global brand development and marketing activities. Led by Philippe Rosenpick, Corporate partner in Paris, the deal required coordination of several services, including corporate, contract, tax and labour law. One of the conditions of the deal was that the Germany-based fund would be incorporated in Guernsey. A team from Germany led by Thomas Meyding, Head of our Corporate group, and Maximilian Grub, advised the Holtzbrinck Group on the M&A part of the deal, while a team from London, led by Christopher Southorn, advised on fund formation and related questions. “It was very challenging,” recalls Meyding. “It brought together three worlds: a media publishing house, a major investor specialising in secondaries and, last but not least, a German management team.” “The study allows our clients to follow trends to see if deal points are more in favour of the seller or the buyer,” says Thomas Meyding, Head of our Corporate group. “After 2007, it was a seller’s market; in 2009 there was a shift to more buyer-friendly conditions; now it’s somewhere in the middle.” Meyding says broad recovery in Europe was well established during 2010, though Germany lagged behind, only reviving in the last quarter of the year. Highly motivated M&A players now consider even major acquisitions to be within reach and there is rising competition for takeover targets. Meanwhile, US corporates have a renewed appetite for European opportunities, and the private equity sector is also much more buoyant after a very subdued 2009. CMS is well placed to advise clients who are pursuing an acquisitive strategy. Our team, comprising more than 600 M&A lawyers, has handled more than 1,000 completed transactions over the past four years. “We aim to help clients achieve their commercial objectives rather than being just legal advisers,” says Meyding. Supporting increased cross-border M&A activity Integration across the globe Helping Lloyds TSB reach for the Sky Advising L’Oréal on plant sale INSIGHT TRANSACTION TRANSACTION Europa verzeichnete im Jahr 2010 einen stabilen Aufschwung “Broad recovery in Europe was well established during 2010” CMS Corporate team meets in Zurich, April 2011 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) RANKINGS CORPORATE CMSLEGAL.COM/CORPORATE 0706 CMS ANNUAL REVIEW 2010–2011
  6. 6. 08 CMS ANNUAL REVIEW 2010–2011 09 “Since the financial crisis, there has been an incredible political will to get things done,” says Ash Saluja, Banking & Finance partner in London. New institutions are being created and a stream of new requirements and obligations is being issued from Brussels. The result is that European financial services are being transformed – and we are leading the way in interpreting the new landscape. A key part of the drive towards legal convergence is the Market Abuse Directive, first adopted in 2003, which tackles market manipulation and insider dealing in EU countries. The aim of the directive is to make market regulation more effective and consistent so that EU member state markets can occupy a level playing field. In late 2010, the European Commission completed a public consultation on a review of the directive. Our firms have local lawyers in each jurisdiction who are in touch with local With more comprehensive security packages now required for loans in Europe’s real estate sector, it is becoming increasingly important for lenders to have a thorough understanding of their borrowers’ structures and security from a commercial and legal perspective. The launch of CMS’ interactive online Guide to Real Estate Finance, aimed at a European audience, is a timely response to this trend. Divided into three sections – mortgages, security over shares and leases – the guide provides clear explanations about how lenders can take security over real estate and details options for enforcement. It provides a useful tool for anyone involved with or interested in real estate finance. regulators, making us perfectly placed to tell clients how reforms could affect them. “The public consultation on a revision of the Market Abuse Directive shows us how differences in interpretation of certain key concepts affects the application of market abuse rules in the different EU member states,” says Harold Tuinstra, partner in Amsterdam. “This underlines the importance of cooperation and consultation across CMS in order to create added value for our international clients.” “For example, if you are in London lobbying for a specific change, and you find out that French banks have been lobbying for something else, you will want to understand where they are coming from,” says Saluja. “At CMS, we talk to one another constantly. This means that we can keep our clients fully informed about what’s happening elsewhere in Europe – and why it’s happening – so that they are best placed to make the right decisions.” After the crisis: working together on the EU Market Abuse Directive INSIGHT CMSLEGAL.COM/BANKING–FINANCE T he economic turbulence of the past few years means that many multinational companies and their stakeholders are facing the future with new priorities and concerns. When they do seek restructuring and insolvency advice, they find that each jurisdiction has its own laws and that coordination among them can be challenging. The CMS Guide to Restructuring, Insolvency and Distressed Debt Trading, published in February 2011, provides a comparative analysis of certain key areas of law and procedure for those involved in or affected by financial distress of a corporation and the trading of distressed debt across Europe. It also provides an overview of the latest position on international governance of insolvency proceedings, in the form of the EC Regulation on Insolvency Proceedings and the UNCITRAL Model Law. Martin Brown, partner in the Restructuring and Insolvency Group in London, comments: “We wanted to put together a guide that answered, as a matter of the local law, the kinds of question that are typically raised by clients who are looking to realise or preserve value in a distressed situation or who are otherwise affected by the threat of potential insolvency. “The result is, we hope, a very useful point of reference for clients assessing their options and key risks in each of the 21 different jurisdictions we have covered.” Jan Willem Bouman, partner in Utrecht, adds: “The genesis of the guide was a desire to distil the laws and regulations affecting businesses in distress across different European jurisdictions, with the objective of making it easier for clients to assess the alternatives for restructuring such businesses. I have absolutely no doubt that the guide achieves that objective and will quickly become an indispensable aid to those working in the distressed sector across Europe.” Our expertise lies in implementing insolvency proceedings across jurisdictions, despite the absence of a unified legal context. When Lehman Brothers announced its bankruptcy in 2008, for example, Frankfurt-based partner Michael Frege became responsible for the administration of Lehman Brothers Bankhaus AG, Lehman’s German business. In Frankfurt, many CMS partners and associates from the Insolvency and Banking departments are now part of the team working on insolvency proceedings for the worldwide assets of the German subsidiary of Lehman Brothers, including three Bankhaus branches in London, Milan and Seoul. CMS Guide to Restructuring, Insolvency and Distressed Debt Trading PUBLICATIONS CMSLEGAL.COM/NEWSMEDIA/PUBLICATIONS 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” CLIENT SERVICES Experts in navigating cross-border insolvencies Real Estate Finance: http://real-estate-finance.cmslegal.com RESOURCES BANKING & FINANCE CMS launches online real estate finance guide
  7. 7. 10 CMS ANNUAL REVIEW 2010–2011 11 W e advised Japan-based engineering technology firm, Mori Seiki, on a complex seven-jurisdiction transaction involving the acquisition of an increased shareholding in German firm DMG (Gildemeister), one of its competitors. In 2009 Mori Seiki entered a 5% cross-shareholding agreement with DMG (Gildemeister). A year later, in 2010/2011, CMS helped Mori Seiki increase its holding in DMG (Gildemeister) to 20.1%, a transaction that raised complex merger-control issues in seven jurisdictions. “Both companies are the leading manufacturers in their fields and there is some overlap in their product portfolios,” explains Harald Kahlenberg, Head of our Competition group, who led the team coordinating the transaction. “However, it was unclear whether Mori Seiki acquired control over DMG (Gildemeister) and, therefore, whether the transaction qualified as a notifiable merger.” We helped Mori Seiki structure the deal to minimise the regulatory burden, ultimately securing regulatory approval in Italy, Germany and Austria and avoiding the need for merger filings in Poland, Russia, Turkey and Greece. “It was vitally important that we could call on skilled competition lawyers in each jurisdiction through our Competition group,” recalls Kahlenberg. “With complicated transactions, you need to know one another well.” Our 140-lawyer Competition team meets annually for joint training weekends and collaborates throughout the year on cross- border transactions and knowledge sharing. “The information that was obtained in each jurisdiction was immediately shared with the rest of the team, making the process smoother and more efficient,” he says. TRANSACTION CMS advises on seven-jurisdiction transaction The CMS Competition Conference 2011 was held in Brussels CMSLEGAL.COM/COMPETITION-EU CLIENT SERVICES CMS Guide to Merger Control in Europe PUBLICATIONS CMSLEGAL.COM/NEWSMEDIA/PUBLICATIONS In unserer Arbeitsgruppe für kollektive Regress- ansprüche arbeiten die erfahrensten Fachkräfte dieses Spezialgebietes zusammen “Our working group on collective redress brings together our specialists who are most experienced in this field” COMPETITION Keeping clients in the know AWARDS Finance Monthly: Best Spanish Law Firm (EU Law) 2011 Throughout the last year our Competition group has taken a proactive approach to keeping clients abreast of significant changes in competition law. CMS Competition Conference 2011 Our Competition group and the EU Law Office organised a high-level international conference in Brussels. It brought in-house counsel from leading businesses including Nestlé, Procter & Gamble and Coca-Cola together with senior officials from the European Commission, the EU courts and national competition authorities. The conference featured expert panel sessions on merger control, collective redress and economics and competition law. In the evening, there was a reception organised by Andreas Schwab, Member of the European Parliament, with an address by EU Competition Commissioner Joaquín Almunia. “The feedback was extremely encouraging. Attendees particularly liked doing the conference in a panel discussion format,” says Michael Bauer, partner in Brussels. “It was a big success – and it will be continued.” 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. 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 European jurisdictions have implemented a merger control regime, but the details vary significantly among countries, and some aspects – such as the thresholds at which a merger filing is required – change frequently,” explains Harald Kahlenberg, Head of our Competition group. “Each jurisdiction’s entry in the guide answers the same basic questions, in order to provide easy comparison across jurisdictions. The CD-ROM provides more detailed information for each country.” The report has been circulated to more than 5,000 clients and other businesses across Europe.
  8. 8. L’objectif est d’instaurer un processus qui respecte la loi tout en permettant une optimisation fiscale 12 CMS ANNUAL REVIEW 2010–2011 13 TAX “The aim is to establish a policy that is compatible with the principles of the law while remaining as tax-efficient as possible” R egulations surrounding international Transfer Pricing (TP) – the prices that parts of multinational companies charge one another for goods and services – have become more complex and strictly enforced in recent years. At CMS, we have responded by developing a market-leading TP practice with dedicated expertise in almost every European jurisdiction. TP rules require transfers of goods and services between subsidiaries of a company to be charged at market price or the equivalent. “A whole host of factors affect the appropriate price: when you sell a product, when the legal title is transferred, how the price is paid and the risk of transportation,” says Stéphane Gelin, a Paris-based partner specialising in Transfer Pricing. “The aim is to establish a policy that is compatible with the principles of the law, while remaining as tax-efficient as possible.” Our team has experts in every CMS jurisdiction who can advise on local legislation and provide sector expertise. “We can put together a dedicated team for each client, with the TP expert in each country carrying out the local work and a central team in the client’s home jurisdiction coordinating,” explains Nick Foster- Taylor, Head of the UK TP team. “We’ve carried out a process of education to ensure that there is a partner in every CMS jurisdiction with a high degree of knowledge about TP issues. We recently brought all the TP specialists together for a seminar in Paris to discuss ideas and compare the technical details of different regimes.” Our TP work is not merely cross-border but also cross-practice. “It’s a very commercially oriented area, as the development of a TP policy for a client involves analysing their business as well as knowing the law,” says Foster-Taylor. We can also call on the expertise of an internal team of economists based in the Paris office, which gives us even greater reach. Nadia Sabin, who is qualified as both an economist and a lawyer, is part of this team. “TP is an economic issue with tax implications,” she explains. “Developing a TP policy means assessing the market price for goods and services. Your task is to convince the tax authorities that the prices you’ve set reflect the reality in the market.” This can involve anything from comparing competitors’ prices to more distinctive techniques such as game theory – all of which we use proactively to provide high-quality, specialist advice to our clients. CLIENT SERVICES Our market-leading Transfer Pricing practice is dedicated to tax efficiency CMSLEGAL.COM/TAX The CMS Tax team at an internal training event and workshop in France, May 2011 Leaders League: Best team in two categories: Taxation and Transactional Taxation (France) Silver 2010 AWARDS CMS Tax Connect: Transfer Pricing edition PUBLICATIONS CMSLEGAL.COM/NEWSMEDIA/PUBLICATIONS Cross-border advice and local expertise With more than 350 lawyers providing specialist tax advice to clients in all our 29 jurisdictions, CMS assists clients throughout Europe and further afield in countries such as China, Algeria and Morocco. Our teams not only have deep expertise in tax law, but also a strong background in corporate and commercial law and in key business sectors. We are regularly rated by national and international industry guides among the best in the industry. Our clients deal with national and international tax issues on a daily basis, against an increasingly complex legal background. “Our tax practice is structured around a number of specialist areas, in particular VAT, transfer pricing and EU tax law. In each area, we favour an integrated pan-European approach to the issues our clients face, so we can deliver the best quality service,” says Stéphane Austry, Head of the Tax Group.
  9. 9. 15 CLIENT SERVICES J anuary 2010 was a particularly busy period for more than 100 CMS lawyers around Europe who were involved in a highly complex triple acquisition by German private equity firm BC Partners. During a few days between New Year’s Eve and mid-January, BC Partners finalised the acquisitions of FutureLAB, a medical laboratory company based in Vienna, Austria, and 40% of Synlab, a similar company based in Augsburg, Germany. A few days later, our team also completed BC Partners’ acquisition of Fleming Labs in Brescia, Italy. “In the space of 10 days, we had large closings in four countries,” recalls Udo Simmat, a partner in Stuttgart who led the cross-border team that worked on the deals. “We’d been working on it for almost a year.” Rome-based partner Pietro Cavasola explains that in Italy, “tight timescales required us to go headfirst into the due diligence of the six companies to be acquired, which had to be carried out in nine days”. We guided BC Partners through the entire process, from financing to competition approval. “There was work to be done in 22 different jurisdictions,” recalls Simmat. “Our team included more than 50 lawyers in Germany, 11 in Switzerland and 13 in Italy, and it was important that the client could feel they were dealing with one firm. We had daily teleconferences among the different teams to make sure we were all in agreement about procedural matters, such as how documents should be structured and what BC Partners’ strategic priorities for the transaction were.” “We have dealt with CMS many times before and their ability to handle multijurisdictional transactions impressed us deeply,” states Michael Wunderlich, the partner at BC Partners who was responsible for the transaction. “The cooperation among CMS was truly seamless and professional, and contributed significantly to the success of the transaction.” The CMS flying squad takes off CMS advises private equity firm BC Partners in a triple acquisition Private equity has long been an area of strength for CMS. In 2010, our emerging markets practice was bolstered by the hire of a seven-member team. Nicknamed the ‘flying squad’, the team is based in London and Central and Eastern Europe, and travels extensively to support its clients, which include Advent International, Citi Venture Capital International and Ethemba Capital. Partners Alexandra Florea, based in Bucharest, and Ted Cominos, based in London, spent two years as investment principals with an emerging markets-focused private equity fund before joining us in 2010. “The opportunity to reunite our old ‘flying squad’ team was too tempting to pass up,” says Cominos. “The choice of CMS was a no-brainer: no other legal adviser has the international dimension we need to operate, along with a strong existing private equity practice.” The team is working on major transactions 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 benefit from unparalleled local knowledge.” TRANSACTION Getting the chemistry right Tempi stretti ci hanno spinto a concentrare immediatamente gli sforzi sulla due diligence “Tight timescales required us to go headfirst into due diligence” CMSLEGAL.COM/PRIVATE–EQUITY AWARDS Unquote” Private Equity Awards: Law Firm of the Year (Germany) 2010 Law Firm of the Year (CEE) 2010 PRIVATE EQUITY 14 CMS ANNUAL REVIEW 2010–2011
  10. 10. DISPUTE RESOLUTION CLIENT SERVICES The CMS International Arbitration Group (IAG) continues to make its mark as a major force in arbitration. In 2010 it ranked as the sixth most active international arbitration group in Global Arbitration Review (GAR 100). International arbitration requires well-rounded international lawyers working together; this is a glimpse of how our IAG did it. Russia – UK Teams in Moscow and London worked on a $50m dispute involving a large property developer in Russia under a turnkey contract, with the seat of the arbitration in Stockholm. We advised the client on its long-term pre-dispute conduct, in order to put it in the best possible position for the arbitration. The Netherlands – Austria We worked together in Amsterdam and Vienna as co-counsel for a US respondent in a large ICC arbitration in Vienna regarding an oil drilling dispute, dealing with issues of jurisdiction and Dutch substantive law. Amsterdam Arno Moret, Mark Ziekman Brussels André Lombart Bucharest Gabriel Sidere Cologne Torsten Lörcher Kyiv Olexander Martinenko London Rupert Choat, Ben Holland, Stephen Netherway, Guy Pendell, Henry Sherman Moscow Sergey Yuryev Madrid Carlos Aguilar Fernández, César Albiñana Cilveti, Javier Torre de Silva, José Luis López Sánchez Munich Armin Dürrschmidt, Klaus Sachs Rome Paola Ghezzi, Laura Opilio Vienna Daniela Karollus-Bruner Zurich Damiano Brusa, Hans Wille, Beat von Rechenberg, Jodok Wicki Hans-Jürg Schürmann 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 Teams from London and Paris joined forces on 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. 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. This claim involved a hotly contested preliminary issue regarding assignment of an arbitration agreement and the proper parties to the arbitration. Austria – Russia In Austria, we were involved in several international arbitrations involving 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 of 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 and the main reception at the Residence of the British Ambassador, hosted by CMS and the Chartered Institute of Arbitrators. Bulgaria – Romania – UK 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. Arbitration connections LONDON ZURICH COLOGNE VIENNA SOFIA BUCHAREST AMSTERDAM MOSCOW PARIS CMS Guide to Arbitration A fully updated version of the CMS Guide to Arbitration will be published in 2012. Register your interest by emailing arbitration@cmslegal.com You can view the current edition at PUBLICATIONS WWW.CMS-ARBITRATION.COM Switzerland – Germany In Zurich, a team collaborated with colleagues in Cologne to advise on the joining of third parties to arbitral proceedings under Swiss procedural law. CMS Arbitration lawyers in GAR (Global Arbitration Review) 100 CMSLEGAL.COM/DISPUTE–RESOLUTION 16 CMS ANNUAL REVIEW 2010–2011 17
  11. 11. 18 CMS ANNUAL REVIEW 2010–2011 19 INSIGHT Building a sustainable future in The Netherlands I s sustainable building the future of real estate? “Research is beginning to show that after 10 years, a sustainably built and maintained building is worth more than a standard building,” says Willie Ambergen, Tax partner in Utrecht. But how do you make buildings sustainable from a legal perspective? It starts with turning normal lease agreements into green lease agreements. This involves inserting extra clauses that recognise environmental practices and technologies and minimise the impact of energy, water and waste. “These additional clauses mean that both landlord and tenant will be encouraged to increase and protect the sustainability of the building,” says Ambergen. However, without mutual benefits, parties will not agree to the addition of a green paragraph to a standard lease. “The challenge is to design contractual mechanisms that ensure that both tenant and landlord have a financial incentive to reduce their emissions and energy and water use,” says Arnout Scholten, Real Estate partner in Utrecht. But every lease situation is different. And using the experience of previous lease transactions, we can draft a tailor-made solution, balancing the interests of the parties involved. We are the first in The Netherlands to recommend green lease agreements to our clients. In doing so, we could pave the way towards a European sustainable building revolution. “Since we have such deep foundations in every European jurisdiction,” says Ambergen, “we wanted to start a pan-European drive towards sustainable building through our work.” “In doing so,” Scholten adds, “we draw on our experience and knowledge across the European jurisdictions.” Having looked for the best way to do this, the Dutch team decided that the insertion of additional paragraphs into standard lease agreements, in which tenants and landlords mutually agree to green obligations, was something that could be coordinated on a Europe-wide basis. This Dutch initiative has recently been adopted across CMS. With this in mind, we will present a pan- European research report at the Munich Expo in October 2011, focusing on how green lease agreements could be further applicable throughout Europe. The key point we hope to make is that moving towards sustainable building not only makes good environmental sense, it makes economic sense too. The new Alternative Investment Fund Managers Directive is aimed at regulating the activities of fund managers who market or manage alternative investment funds in the EU and at better protecting investors in such funds. Our Funds specialists have been focusing on opportunities presented by the directive. Identifying competitive advantages for managers “The current patchwork of national regulation impedes efficiency,” says Melville Rodrigues, a London-based partner who coordinates the Group across CMS. “The directive will make it easier to operate on a pan-European platform, giving fund managers a competitive advantage.” But the directive also imposes tough standards. From 2013, when it will be implemented in EU Member States, fund managers will need to be authorised to market and manage alternative investment funds within the EU, which means that they will have to satisfy specific capital requirements and comply with new standards of reporting and disclosure. Once authorised, managers will gain a ‘passport’ that entitles them to market and manage funds throughout the EU. In 2015, this advantage is likely to be extended to certain non-EU managers and funds. “The directive extends regulatory reach to activities that were previously unregulated and sets specific rules for the activities of custodians, which go further than those provided for by UCITS (Undertakings for Collective Investment in Transferable Securities) IV. In this respect, we can predict that it might give rise to future implementation debates,” says partner Jérôme Sutour in Paris. Supporting investors In an innovative move to support investor interests within the real estate sector, Rodrigues has put together a collaborative cross-border group, the European Real Estate Investors Group (EREIG). Through the EREIG, the concerns of real estate fund investors have been fed into the directive consultation and implementation processes. Rodrigues has been instrumental in mobilising this industry group, and has coordinated representations to the EU Commission, European Securities and Markets Authority and MEPs involved in the legislative process. EREIG has proposed solutions focused on transparency, risk management, valuation and other issues relevant to real estate funds. Although the directive applies to hedge, private equity and other fund sectors, EREIG illustrates the CMS sector approach and has made it easier for real estate investors to lobby for certain investor protections in the directive. CLIENT SERVICES CMS collaborative investor group plays key role in EU consultation CMS Real Estate team collaborates in Madrid, April 2011 Juve: Real Estate Law Firm of the Year (Germany) 2010 AWARDS CMSLEGAL.COM/REAL-ESTATE-CONSTRUCTION REAL ESTATE & CONSTRUCTION FUNDS
  12. 12. TRANSACTION E xtensive industry knowledge and a proactive approach to client needs have strengthened our relationship with US insurer MetLife as it expands across Europe. Our relationship with MetLife goes back three years, when we were appointed to advise them in connection with their UK business. “Our role was initially limited to regulatory and pensions work in the UK,” says Paul Edmondson, Financial Services partner in London. “The relationship has since flourished, with CMS now advising MetLife in 14 different countries in a range of areas, from Corporate to HR to Tax.” In March 2010, MetLife acquired Alico (American Life Insurance Company) from AIG (American International Group) in a $16.2bn transaction. The deal had a huge international element, with Alico operating in more than 50 countries. CMS was instructed to advise on several European aspects of the deal. Focusing on Central and Eastern Europe, we performed due diligence and helped acquire the regulatory consents needed to complete the deal in each jurisdiction. Our thorough knowledge of the local markets, regulatory requirements and the attitudes of local regulators allowed the company to obtain regulatory consent efficiently and quickly. “MetLife came to us on this strategically important transaction because we had built up such a good relationship in 18 months of working for them,” says Edmondson. “They saw that we were heavily focused on the insurance sector and we had done a lot of work to understand their specific needs. We proactively manage the relationship and we know the market movements and regulatory developments that are relevant to MetLife. Most importantly, we understand the specific challenges they face – and their priorities.” We recently won the pitch for the corporate restructuring of MetLife’s European operations. Carlos Peña Boada, partner in Spain, says: “MetLife relies on us to offer genuine sector expertise across Europe. And given that we have worked so closely with MetLife for the past few years and that we understand its business and how it operates, we were the obvious choice.” What made CMS the ideal match for MetLife in Europe? We wanted to work with people who understood our business and with whom we knew we could enter into a long-lasting relationship. The fact that they had relevant expertise in all of our key jurisdictions was also a perfect reason. CMS provides a seamless service for our pan-European projects – and that’s exactly what we want. How has the relationship expanded in the past few years? It began with regulatory and pensions issues in the UK and has expanded to become pan-European with the acquisition of Alico. This transaction expanded our European operations from the UK, Belgium, Ireland and Poland to more than 20 countries. How do you see the relationship progressing further? We’ll be looking to CMS to help us navigate the integration of Alico and MetLife in Europe. We know that they can deliver business solutions on both a domestic and an international scale. I’ve also been asked to present to their teams about our priorities as in-house counsel, which will help deepen the relationship. Proactive relationship building with MetLife Q&A with Joe Cohen, Head of Legal, United Kingdom and Ireland, India and Western Europe, MetLife Recientemente conseguimos que nos contrataran para asesorar a MetLife en su reestructuración empresarial en Europa “We recently won the pitch for the corporate restructuring of MetLife’s European operations” CMSLEGAL.COM/INSURANCE-FUNDS INSURANCE 10 things every insurer should know in Western Europe PUBLICATIONS CMSLEGAL.COM/NEWSMEDIA/PUBLICATIONS The CMS Insurance team meets in London, March 2011 20 CMS ANNUAL REVIEW 2010–2011 21
  13. 13. CMSLEGAL.COM/NEWSMEDIA/PUBLICATIONS 22 CMS ANNUAL REVIEW 2010–2011 23 E mploying workers in Western Europe can be complex enough for companies used to the less restrictive regimes of the US and the UK. But even for western European companies, employing workers in Central and Eastern Europe (CEE) can be daunting. “In some eastern European jurisdictions, such as Serbia, the labour laws have changed little since the Communist era,” says Vienna-based Employment & Pensions partner Bernhard Hainz. To help businesses navigate the potentially choppy waters, in 2010 CMS produced a new, comprehensive guide, Labour Law in Central and Eastern Europe. The 264-page guide updates and expands upon a previous guide published in 2004. It provides in-depth information on the employment law frameworks in all 12 major central and eastern European jurisdictions. “It covers the core issues that concern international businesses,” explains Hainz, who coordinated the report. “How easy is it to terminate contracts? What are the rules regarding pay, hours and holiday? What is the legal framework surrounding trade unions Despite recent efforts at synchronisation among EU countries, the legal frameworks for pensions vary widely across Europe and internationally. Pensions schemes differ in the level of provision and the method of funding: for example, some are funded from employees’ original contributions, while other states employ a ‘pay as you go’ system whereby existing workers fund current retirees. Obligations on employers to provide occupational pensions and the options available for private pensions also vary. In Germany, for example, 60% of non-state pension schemes use a defined-benefit model, while in Poland the figure is 10%. The extent to which pensions norms vary among jurisdictions often comes as a surprise to businesses. “People grow up within a certain pensions system and they can find it hard to understand how different systems vary,” says Paulus van den Bos, Pensions specialist in Amsterdam. To help clarify the situation, in 2011 we published our CMS International Guide to Pensions. The 70-page report provides a detailed overview of the pensions regimes across 20 European countries as well as China. Each country’s system is described using common categories explaining the structure of private pension provision, the tax regime relating to pensions, and the regulatory and legislative frameworks. “The challenge was to have a format that would allow for easy comparison, while accommodating the distinctions and peculiarities of each jurisdiction,” explains Van den Bos. In the West, countries faced with ageing populations are transforming their pensions systems. As well as providing an international overview, the guide identifies recent changes, such as the introduction of the ability to establish occupational pension funds in Hungary. “Many countries are driving towards making their pensions systems more financially sustainable, but as yet there has been no coordinated approach,” says London-based Pensions partner Nigel Moore. More than 2,000 copies of the guide were distributed to our clients across Europe. It was welcomed by clients keen to understand pensions issues for their business either on an international scale or by specific jurisdiction. “Now I know why pensions are so difficult to discuss in an international setting,” one client said. Another said that the guide had “a very helpful format, making it easier to understand something so extensive in scope and complexity.” Plans are already being made for an updated second CMS International Guide to Pensions to meet client demand. and collective bargaining?” Employment disputes and state benefits are also covered. With offices in all major CEE jurisdictions, and with local expertise alongside a pan-regional perspective, we are uniquely well placed to produce this guide and advise clients. Employment law has seen much reform in some jurisdictions but very little in others, meaning that regimes vary widely across the region. “In Russia and Ukraine, for example, it’s very difficult to terminate employees’ contracts for economic reasons,” explains Hainz. “Whereas in Poland, which has reformed its employment laws as part of the process of EU membership, rules are in line with the rest of the EU.” Labour Law in Central and Eastern Europe was published in September and distributed to thousands of international companies doing business in CEE. “Clients have been very enthusiastic about the report. They tell us that they like its practical approach and that it is detailed enough to be a useful reference point for them on a day-to-day basis,” says Hainz. The CMS Employment team at work in Paris, March 2011 CLIENT SERVICES CMS publishes a comprehensive Guide to Pensions in Europe Labour Law in Central and Eastern Europe 2010 PUBLICATIONS CMSLEGAL.COM/NEWSMEDIA/PUBLICATIONS The CMS International Guide to Pensions PUBLICATIONS De mate waarin pensioenvoorwaarden per land verschillen, komt als een verrassing “The extent to which pensions norms vary among jurisdictions comes as a surprise” INSIGHT Unravelling the complexities of labour law in CEE Leaders League: Best Law Firm Employment Law (France) Silver 2010/2011 AWARDS EMPLOYMENT & PENSIONS
  14. 14. The CMS Guide to PPP in Europe PUBLICATIONS CMSLEGAL.COM/NEWSMEDIA/PUBLICATIONS 24 CMS ANNUAL REVIEW 2010–2011 25 INSIGHT Complete coverage of European PPP frameworks T he dynamic European market for public-private partnerships (PPP) comes under the spotlight in the new CMS Guide to PPP in Europe. Released in October 2010, it contains detailed information on the legal and economic framework for PPP in 21 jurisdictions. The publication was launched after the success of a series of guides to PPP in Central and Eastern Europe that we published in the UK in 2008 and 2009. Comprehensive and easy to use, the guides proved popular with clients, prompting all CMS firms to collaborate on the new report. The CMS Guide to PPP in Europe is the only Europe-wide reference to PPP laws currently available, and draws on the expertise of our lawyers in projects such as the R1 motorway, the first PPP project to close in Slovakia. “The initial impetus behind the guides was simple: investors and sponsors consider CEE on a regional, not a country-by-country basis,” says London partner Rob Gray, who coordinated the report. “As a firm with strength across the region, it seemed sensible to pull the relevant information about the individual jurisdictions into a single convenient reference guide. And with the market developing quickly, it seemed appropriate in 2010 to broaden it out to include the whole spectrum of PPP in Europe, using our expertise across the continent.” The report introduces key information for each jurisdiction and covers the general legal system, specific PPP laws, procurement laws, local funding and security issues. “It’s designed to be continuously useful: a reference document readers can have on their shelf to dip into as required,” says Paolo Bonolis, partner in Rome. The publication reports on changes in legislation in various jurisdictions, such as the introduction of new PPP laws in Bosnia and Herzogovina and new rules concerning public works concessions in France. It also provides a summary for each jurisdiction’s governmental response to the financial crisis. The guide was distributed both in hard copy and electronically to clients and leading industry organisations across Europe and received coverage in, for example, Infrastructure Journal. “Clients have been extremely positive, saying that it’s very useful having this information for all of Europe in one place,” adds Gray. The CMS Guide to PPP in Europe provides up-to-date, in-depth information on PPP throughout the continent CMSLEGAL.COM/INFRASTRUCTURE-PROJECT-FINANCE La ‘CMS Guide to PPP in Europe’ (guida alle partnership tra il settore pubblico e il privato in Europa) è l’unico testo attualmente disponibile, a livello europeo, che comprende tutte le leggi che riguardano la PPP “The CMS Guide to PPP in Europe is the only Europe-wide reference to PPP laws currently available” 24 CMS ANNUAL REVIEW 2010–2011 INFRASTRUCTURE & PROJECT FINANCE Legal Business Regulatory Team of the Year (UK) 2011 AWARDS
  15. 15. CMSLEGAL.COM/INTELLECTUAL-PROPERTY 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.” European Parallel Trade Review 2011 PUBLICATIONS CMSLEGAL.COM/NEWSMEDIA/PUBLICATIONS 26 CMS ANNUAL REVIEW 2010–2011 27 CLIENT SERVICES INTELLECTUAL PROPERTY Working together to crack down on counterfeit goods W ith 150 lawyers across CMS who specialise in intellectual property (IP), we understand that IP is one of the most important assets an organisation can have. We have extensive expertise in helping clients secure and protect their strategic IP rights, with the focus spanning the full suit of rights from brands and trademarks to patents and copyright, and work ranging from litigation proceedings to strategic advice and due diligence. Protection against counterfeit goods Two of our IP experts, Zurich-based Robert Briner and Brussels-based Tom Heremans, work with colleagues across CMS to protect clients against counterfeit goods and illegitimate parallel imports being traded through Europe. Counterfeiting is a serious problem in Europe, with the majority of counterfeited goods entering the continent from China and Thailand. Our well- established relationships with European customs authorities are one of our main strengths in this area. They enable the seizure of counterfeit goods throughout Europe to happen effectively and cost-efficiently. “AtCMS,wecoordinatetheprocessof lodgingapplicationswithbothcommunity andnationalimportandexportauthorities sothattheyhavetheinformationthey needtospotcounterfeitgoods,”Brinersays. “EUcustomsauthoritieschargenofees forthis,soit’sausefulclientservicethatcan becoordinatedEurope-widebytheCMS IPteam.” “The aim is to help clients protect their goods against counterfeiters over the long- term,” Heremans continues. “The CMS coordinating office keeps up a dialogue with the relevant customs authorities, giving them information about the client’s products – such as samples or photos – so that they Mit Hilfe unserer Rechtsexperten an den verschiedenen CMS Standorten verfolgen wir das Ziel, das geistige Eigentum unserer Kunden, von der Wiege bis zur Bahre, umfassend zu schützen und zu verwerten “With industry experts in different CMS jurisdictions, we strive to assist our clients in protecting and exploiting their intellectual property from beginning to end” become increasingly efficient at picking out counterfeits.” Clients can specify the extent of the information that comes through to them. One CMS client, a global telecommunications devices company, only wants to know about seizures that are above a certain threshold. This means that although we are in constant dialogue with customs on our client’s behalf, we deliver to the client only information about the seizures that they feel are relevant to their business. “From there,” says Heremans, “there is a ten- day period to determine whether any seized goods are counterfeit, during which we work closely with our client’s technical experts. If the goods are counterfeit, we then start further investigations or, if needed, litigation, with the CMS coordinating office acting as the key point of contact for the client in all subsequent technical and legal matters.” Coordination of parallel trade advice Parallel imports are genuine, non- counterfeit products imported into different countries without the permission of the intellectual property owner. Some parallel imports are legal and can move freely around the common market, and others are illegal – this depends on the particular circumstances and constraints may be different in different jurisdictions. CMS has strong local and international expertise in parallel trade and can advise on the particularities relevant to each jurisdiction. We rely on our specialist regulatory, competition and IP lawyers to coordinate pan-European, interdisciplinary advice. London-based IP partner Nick Beckett chairs the European Parallel Import Subcommittee of the International Trademark Association, the main international body that represents brand owners. In spring 2011, the European Parallel Import Subcommittee organised a webinar in which customs officials from The Netherlands and Germany discussed best practice for taking action against illegitimate parallel trade. With 500 delegates participating in the webinar, which also covered the differences between national and EU legislation in this area, it was an undoubted success. Maintaining this kind of engaged dialogue between European customs officials, CMS and our clients is the most effective way to ensure that clients can rest easy about the distribution of their products within European markets. The CMS Intellectual Property team meets in Madrid, April 2011
  16. 16. AWARDS Leaders League: Rising Team Pharma/ Lifesciences (France) 2011 Corporate International Global Awards Pharmaceutical Legal Adviser of the Year: (Czech Republic) 2010 28 CMS ANNUAL REVIEW 2010–2011 29 TRANSACTION LIFESCIENCES T he Lifesciences team, long a recognised leader in IP, commercial, regulatory and competition matters, is developing a market-leading reputation for servicing complex cross-border deals. CMS acted on multi-jurisdictional deals in the sector over the last year with values ranging from €50 million to several billion euros. Some of the leading pharma and medical device companies that have turned to CMS for help with cross-border deals include Fresenius, Medtronic and Takeda. Mergermarket has ranked CMS as the number one law firm in Europe by volume of Lifesciences M&A transactions for two years running. “CMS offers unrivalled breadth and depth of Lifesciences expertise across Europe and in the ‘Pharmamerging’ markets such as Russia and China,” says David Butts, CMS Head of Lifesciences. “Over the next year, we expect to advise and complete on cross-border deals of increasing size and complexity.” Of note, CMS successfully advised longstanding client Takeda Pharmaceutical Company Limited, the largest Japanese pharmaceutical company, on its €9.6bn (debt-free, cash-free) acquisition of Swiss drug company Nycomed A/S. This transformational deal was signed in May 2011 (subject to competition clearances). The complex transaction was led out of the UK and involved seamless coordination between CMS offices in several countries, including Austria, Belgium, China, France, Germany, Italy, The Netherlands, Poland, Russia, Spain, Switzerland and Ukraine. CLIENT SERVICES Cross-border due diligence against the clock In spring 2011, Moscow-based CMS associate Julia Fedorova worked around the clock on cross-border due diligence on a large international pharmaceutical project. Asked to check if any patents existed for eight specific products, she had a week to identify whether the relevant chemical formulas had any current trade names related to them. Working closely with colleagues in the UK and Ukraine was crucial to the successful outcome. “Russian legislation is quite complicated and can be difficult to explain to Western-minded clients. I discussed the relevant legislation and its background in depth with my CMS colleagues so that they could present in more comprehensible ways to the client,” she says. European distribution success We advised a global top-five pharmaceutical company on a co-promotion and distribution agreement for a new medicine in seven countries. Such cross-border deals have become more common in recent years thanks to a system for central authorisation at EU level, established in 2004. “CMS advised the client on an agreement with the holder of the central authorisation, which granted distribution rights in the UK and co-promotion rights in France, Germany, Italy, Spain, Portugal and Canada,” explains Jens Wagner, Partner in Hamburg. “We coordinated the work out of Germany and called on expertise from across CMS for matters of specific local legislation.” CMSLEGAL.COM/LIFESCIENCES Takeda Client Relationship Partner Nick Beckett comments: “We have worked closely with Takeda since 1997 and this transaction showed CMS at its best – true cooperation across our offices in Europe, ensuring a successful result for our client. We have the right team and unparalleled sector expertise in place to have been able to support them with a ‘one-stop shop’ for this significant European acquisition.” The Lifesciences team, working with our Private Equity colleagues, has also developed a strong practice advising PE clients on sector transactions. In the last year, we advised funds including Advent International, BC Partners (see Private Equity, p.14) and RoundTable Healthcare Partners on acquisitions and disposals of equity stakes in a range of companies across Europe, including pharma and medical devices companies, female health/IVF clinics, diagnostic clinics and medical laboratories. With more than 50 Lifesciences lawyers in over 15 jurisdictions, we are well equipped to advise our clients on their investments in the emerging economies of Eastern Europe and beyond. “We offer clients one central contact for all their work in emerging markets,” says Butts. “A team with expertise in every relevant jurisdiction can quickly be established; and unified due diligence, transaction documents, and other support and advice can be coordinated and delivered through a single CMS deal team – even a single point of contact – if the client so requires.” A ‘one-stop shop’ for European lifesciences law firm in Europe by volume of Life Sciences M&A transactions 2010 (source: Mergermarket) RANKINGS 1st
  17. 17. CMSLEGAL.COM/ENERGY 30 CMS ANNUAL REVIEW 2010–2011 CLIENT SERVICES The Third Energy Package (IME and IMG – Directive 2009/72/EC and Directive 2009/73/ EC) is transforming the way in which energy markets work within Europe and is also affecting the ownership of assets. In order to enhance the internal markets, a key aim of the package is to make transmission networks fully independent from supply and production interests. “The Third Energy Package is a significant step forward in the construction of an effective single European energy market,” says Robert Lane, Head of the Energy group. The unbundling requirements of the Third Package can be complex, with different EU Member States facing different choices and options on how to implement it. “Energy is becoming an increasingly European matter,” says Cecilia van der Weijden, partner in Amsterdam, “but local differences still play an important role.” In The Netherlands, for example, unbundling has already been implemented through the Dutch Electricity and Gas Acts, but this has led to a debate as to whether ownership unbundling is in violation of EU law in relation to property, depending on the way it is introduced. But, as Félix Plasencia, partner in Madrid, remarks, “these local particularities must blend in with a Europe-wide picture.” The coordination of the unbundling obligations with local circumstances is the perfect challenge for us. “We are able to combine local expertise with knowledge of developments in other countries,” says Martika Jonk, partner in Amsterdam. Madrid-based partner Pablo Dorronsoro adds, “We work regularly with large energy companies, governments and regulators, both in Europe and in other jurisdictions, such as Algeria and Morocco, where we are also based. This gives us a great insight into how to give really practical 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. Helping to transform the way Europe delivers its energy Coordinar la separación de obligaciones y las circunstancias locales es el reto perfecto para CMS “The coordination of the unbundling obligations with local circumstances is the perfect challenge for CMS” CLIENT SERVICES Advising on global energy issues T he Gulf of Mexico oil spill in 2010 triggered global debates over the dangers of deep-water drilling and where responsibility for environmental damage should lie. In the case of the UK, the Government rejected the European Commission’s call for a moratorium on UK continental shelf offshore drilling on grounds of safety, but it agreed to work with the EU to draw up a directive based on the ‘polluter pays’ principle. Significant advances have already been made in UK well systems since the 1988 Piper Alpha disaster in the North Sea, in which 157 people died. “The measures and changes that the UK adopted after Piper Alpha have been seen as the way forward for others internationally,” says Penelope Warne, Energy partner. Even so, given the planet’s limited energy supply, the rising price of oil and high-stakes geopolitics, the role of oil and gas will remain central to global needs for very many decades ahead, and it is urgently necessary to find further solutions for security of supply. Our oil and gas team is a global leader in providing expert advice on critical issues that affect the oil and gas industry. CMS lawyers are members of influential bodies such as the Oil Spill Prevention, Response and Advisory Group (OSPRAG) in the UK, taking proactive steps to continually improve all aspects of health, safety and environmental issues. We are working with other experts at the cutting edge of technical solutions – and also on insurance and liability issues – in order to promote best practice in all areas. We are also leading in the area of renewable energy. We recently published a report that highlights the political, fiscal, commercial and regulatory impact of clean technology on different business sectors, as well as an in-depth study of government support mechanisms for renewable energy production across 20 European countries. We have used our expertise to advise on the development and financing of renewables projects throughout Europe, ranging from offshore wind farms in Germany to solar power projects in Spain and Italy. When it comes to the critical issues of future energy security, our industry experts help find solutions ENERGY The CMS Energy team at a meeting in Warsaw, April 2011 31
  18. 18. 80+countries Delivery to 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, Paris CMSLEGAL.COM/TMT---TECHNOLOGY--MEDIA-TELECOMS 32 CMS ANNUAL REVIEW 2010–2011 33 CLIENT SERVICES Streamlining BT’s global legal spend F ollowing our appointment in late 2009 to BT’s legal panel, the TMT team has put in place a range of structures to help the telecoms giant to manage its global legal spend more effectively. We now work for BT in more than 80 countries, primarily in the commercial, real estate, litigation, anti-trust/regulation and corporate fields, though our team also increasingly handles the full range of BT work. BT was looking for a closer, more proactive relationship with its lawyers, as well as a firm with genuine international reach. Chris Watson, Client Relationship Partner for BT, and his team have worked hard to deliver this. With an innovative reporting tool, we analyse each assignment and BT’s legal spend. We have also taken on document management and many other administrative tasks that would normally be done in-house. Our Knowledge Management team works closely with BT providing invaluable know-how and training support. Meanwhile, bespoke billing systems include pitching for work on a risk- and-reward basis; conditional fee arrangements for litigation; providing a single point of billing for all firms worldwide with unified volume rebates; and grouping related projects in order to provide economies for the client. Watsonsays:“Sustainedefforthasgone intobuildingtrustandunderstandingand breakingdownbarriersbetweenCMSand BT,andthisincludesaconstantstreamof secondeesmovingbetweenthetwofirms.” A radical account management system for key client BT is creating a blueprint for other large accounts at CMS Fields • Corporate • Commercial • Anti-trust/regulation • Real estate • Litigation “WorkingwithCMShasbeenaverypositive andmutuallybeneficialexperience.Wewere impressedwithhowChrisWatsonandother membersoftheCMS teamtook thebullbythe hornsanddidjustabouteverythingtheycould possiblydotodevelopandcementstrong workingrelationships. “Itisthispositiveattitudeandapproachthat hasenabledsuchasolidrelationshiptobe builtinsuchashortspaceoftime.I’msure ourrelationshipwillcontinueto gofrom strengthtostrength.” GarethTipton RelationshipManager,BT “Duringhisthree-monthsecondmentatBT Netherlands,[CMSassociate]SimonSanders combinedhigh-qualitylegalexpertisewithan in-depthICTmarketknowledge. “Hissharpinsightsandnaturalinstinctfor business-relatedandcommercialaspectsmade surehisadvicewasalwaystothepoint.” BarbaraMuller HeadofLegal,BT,Benelux BT’s perspective AWARDS Corporate International Global Awards Telecoms Law Excellence Award: (England) 2010 Information Technology Legal Excellence Award: (England) 2010 Telecoms Law Excellence Award: (Hungary) 2010 Legal Business Award: TMT Team of the Year (UK) 2010 CMS ACCOUNT MANAGEMENT BT RISK-AND-REWARD BASIS PITCHING CONDITIONAL FEE ARRANGEMENTS BESPOKE BILLING SYSTEMS SINGLE POINT OF BILLING UNIFIED VOLUME REBATES GROUPING RELATED PROJECTS DOCUMENT MANAGEMENT KNOWLEDGE MANAGEMENT PROJECT MANAGEMENT LEGAL SPEND ANALYSIS ADMINISTRATIVE TASKS TECHNOLOGY, MEDIA & TELECOMS The CMS TMT team working together in Madrid, March 2011
  19. 19. 34 CMS ANNUAL REVIEW 2010–2011 35 CLIENT SERVICES CLIENT SERVICES C MS worked on the second-largest private transaction ever to take place in Serbia: the acquisition of the country’s biggest supermarket chain by Belgian food retailer Delhaize Group. Teams from eight jurisdictions including Brussels, Belgrade and London worked for more than a year on the €932.5m deal, which sees Delhaize take on Delta Maxi Group’s 450 stores in Serbia, Bulgaria, Bosnia and Herzegovina, Montenegro and Albania. Closing is expected to occur by the end of August 2011. Combined with its existing supermarket network in Greece and Romania, the purchase will make Delhaize a leading retailer in South Eastern Europe. The company also operates in Belgium, the US, Greece, Romania and Indonesia. In January 2010, we were appointed to handle corporate/M&A matters in Europe, with competitive pricing and international expertise playing a key role in our success. We are now also working for Delhaize on commercial, real estate, energy and litigation matters. Corporate partner Vincent Dirckx in Brussels and Louise Wallace, Corporate partner in London, agreed that the transaction was only possible because of our seamless international capability and geographic coverage. Dirckx commented: “This proves what European powerhouse CMS can deliver.” The transaction was under English law, with due diligence being coordinated in Belgrade by Nataša Zavišin and real estate matters handled by Stojan Semiz. Our team in Belgium advised on the initial phase of the deal structuring and on the negotiation of the overall terms of the transaction, while our London team led on the sale and purchase arrangements. “Simply put,” says Philippe Dechamps, General Counsel for Europe and Asia, Delhaize Group, “the CMS team has delivered a best-in-class, outstanding performance in the acquisition of Delta Maxi, which was very unusual by all standards – complexity, structure and duration. Delhaize Group has found a reliable partner that managed to build trust not only with us at the Legal Department, but also with our business operations and our management. Key to success were the integration of the in-house and outside counsels, rapid decision-making and clarity in strategic choices. A job well done!” As a significant piece of inward investment, the deal attracted top-level political and media attention in Serbia and Belgium, with involvement from the President and a speech from the Prime Minister at the dinner following the signing of the deal. The Belgian ambassador also attended. Dirckx and Wallace believe the transaction paves the way for similar deals in the future, as M&A activity gathers pace in the Balkans. “In the UK and Western Europe, there is little scope for large-scale consolidation in the food retail sector, but in Central and South Eastern Europe, there is still consolidation play available,” says Wallace. 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. Our talks covered plenty of ground. Zurich- based partner Stefan Brunnschweiler and Düsseldorf-based partner Dietmar Rahlmeyer began the proceedings with a discussion about e-commerce. They looked at the practice of streamlining internet sales in their own jurisdictions and what implications this has further afield. German associate Heike Blank talked about health claims in advertising, a vital topic for all food and drink companies. Susan Hankey, partner in London, spoke about category management, another key issue for all consumer product companies. These talks generated substantial interest and lively debates on the various issues involved. We then revisited the competition theme in a talk given by partner Małgorzata Urbańska from Warsaw and associate Virginie Coursière from Paris, who spoke about resale price maintenance and information exchange between competitors. For the final talk, we welcomed partners Andrew Halper and Steve Yu from our China office. Entitled ‘Over the Chinese Wall’, it looked at doing business in the Chinese market and getting products to consumers there, taking into account how rapidly the country’s economy and infrastructure have developed over the past few years. London-based partner Susan Barty remarks: “The workshop was an excellent opportunity to discuss industry issues and meet and talk to clients who attended, some of whom had travelled quite a distance to be there. I hope that they also enjoyed the opportunity to network with others in the industry.” Delivering growth for Delhaize Group Our Consumer Products annual workshop looks at industry trends CONSUMER PRODUCTS CMSLEGAL.COM/CONSUMER–PRODUCTS 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 Group
  20. 20. 37 TRANSACTION Developing an innovative approach to hotel ownership for Accor I n a challenging year for the Hotels & Leisure industry, international hotel chain Accor kept us busy. We advised it on the €154m sale and leaseback to Invesco Real Estate of five hotels in Germany, Italy, France and Slovakia. We also advised it on the €367m sale and leaseback of 48 hotels in Germany to Predica and Foncière des Murs, as part of a larger portfolio sale. “Accor comes to us because we have Hotels & Leisure sector expertise and a capability to advise key players in the European market on their cross-border transactions, regardless of which and how many jurisdictions are involved,” says Hermann Stapenhorst, partner in Berlin and Head of the Hotels & Leisure Group. Our relationship with Accor on the transaction side started four years ago. We have been able to use our sector expertise to develop a standard form variable lease – an innovative agreement where rent is a percentage of the hotel turnover, meaning that the landlord shares in the risk. This innovative structure is being repeated multiple times with different portfolios, helping Accor with its strategy of divesting real estate assets while retaining its operational role. Accor has now given us a new instruction to sell 20 hotels in Central and Eastern Europe, involving lawyers from Budapest, London, Paris, Prague, Vienna and Warsaw. The increased activity signals a wider recovery in the industry as a whole, believes Thomas Page, London-based partner in the Hotels & Leisure Group. “Things are looking a lot more positive than this time last year,” says Page. “Activity is not back to 2006/07 levels, but there are significant signs of improvement in the sector.” 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. CLIENT SERVICES in number of leisure sector M&A deals completed since January 2010 (source: Mergermarket) RANKINGS 1st CMSLEGAL.COM/HOTELS–LEISURE CMS takes the lead in advising key players in the European Hotels & Leisure market Delivering cross-border investment advice to Invesco HOTELS & LEISURE Accor nous a désormais demandé de le soutenir lors de la vente de 20 hôtels en Europe centrale et orientale “Accor has now given us a new instruction to sell 20 hotels in Central and Eastern Europe” 36 CMS ANNUAL REVIEW 2010–2011
  21. 21. BRAZIL CHINA Good communication is at the heart of our work, between people and across borders 38 CMS ANNUAL REVIEW 2010–2011 39 CLIENT SERVICESEMERGING 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. INDIA RUSSIA Our lawyers, several of whom have been based in Brazil for many years, 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 With roots dating back nearly 20 years, CMS, Russia advises on projects in energy, power, infrastructure, construction and real estate. The firm also offers high-end tax, employment, IP/IT, commercial and banking and financial services, and is active in the field of M&A (cross-border and local transactions). Among the largest international firms in Russia, we are highly committed to the country. We are known both for advising foreign investors into Russia and advising Russian firms expanding abroad. Jean-François Marquaire Managing Partner, Russia 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 Group CMS, China has been active in China for almost 20 years. We serve clients in the country through our representative offices in Shanghai and Beijing. We offer legal advice in the areas of corporate and M&A, banking & finance, competition, commercial, employment, real estate & construction, intellectual property rights, dispute resolution and tax. We successfully advise both foreign companies doing business in China and Chinese companies doing business abroad. Ulrike Glueck Managing Partner, China Matter management MG: “A matter is managed from the moment a client instructs us on a piece of work and we strive to make this process as efficient as possible. Our lawyers are trained in project management and experienced in communicating clearly. They understand that the way the matter is managed is just as important to a successful outcome as the legal work. At CMS, we work hard to bring the two together seamlessly.” Quality control IH: “Quality is in the eye of the beholder. Our vision of quality is that we understand exactly what each client wants and ensure that we can deliver it. Legal quality is of the highest priority, but every client has its own ideas for what else constitutes quality, and it is up to us to understand this and deliver on it.” Fee estimation MG: “Clients are increasingly fee-sensitive and we want to be sure that we deliver value for money. We work together with clients to agree on the scope of a project, so from the outset there is clarity about what is included in the fee. Our highest priorities are transparency and offering the most valuable service that is available throughout Europe.” Communication IH: “It’s important that good communication is at the heart of our work, between people and across borders. We understand that building trusted relationships is key to successful client relationships, and we’re dedicated to doing this by getting to know our clients and working closely with them.” Account management MG: “Our mission is to be the best European provider of legal and tax services. We aim to bring together the best of Europe to deliver a better, more valuable service to our clients. Getting account management right is central to this, and we put significant resources into making sure we do so.” IH: “And as our structure evolves in the future, we expect to be increasing our range of client-facing infrastructure so that we can proactively support more client needs.” AWARDS Chambers Europe: German Client Service Law Firm of the Year 2011 Financial Times: Ranked 7th for innovation, FT Innovative Lawyer Awards 2010 When picking a law firm, clients want a clear, evidence-based answer to the question: “What makes you different from everyone else in a way that adds value?” Matthew Gorman, Executive Director, and Ilan Hanohov, Head of Business Development, explain the fundamental features of the CMS service.
  22. 22. 40 CMS ANNUAL REVIEW 2010–2011 41 OUR PEOPLE PEOPLE AND DEVELOPMENT CMS FOOTBALL CUP The CMS Academy helps to build trusted relationships and develop employees’ skills The annual CMS Football Cup is a highlight in our calendar 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 and practise the so-called ‘soft skills’ that are so vital to a lawyer’s work.” The CMS Academy provides training in a number of areas, including: • Managing client relationships • Matter management • Networking • Intercultural skills • Negotiation • Influencing. Gorman continues: “Our CMS Academy also offers more internally focused sessions on understanding how a modern law firm works, as well as how to manage and develop a legal career. CMS Academy face-to-face workshops are supported by CMS TV – a series of brief online videos that provide relevant training modules on demand, online.” May 2011 saw a major highlight in our CMS calendar – the annual CMS Football Cup, which took place in Prague. More than 350 CMS colleagues, forming 37 teams from 17 jurisdictions, came together to compete in this well-attended event to reign as the CMS champions. Following a closely contested tournament, the Bulgarian team won the ladies’ competition and the men’s trophy was lifted by the Spanish. The event is an excellent networking opportunity for colleagues from across Europe to interact and attendees continue to build on the relationships made on the playing field. We engage in a number of initiatives that bring our people together Underneath the CMS Academy umbrella sit: • Partners’ Induction Meeting (the ‘PIM’): an annual gathering of all new partners at IMD in Lausanne, Switzerland, including high-level training and development on the issues of partnership, leadership and business development, as well as the ‘CMS approach’ to client relationships. • Partner Peak Performance: a 12-month programme for more senior partners which makes extensive usage of coaching and workshops to help participants manage and develop their practices. • Core Curriculum: held two or three times a year in various cities, this event brings together junior and senior associates for intense, high-quality training. • One-off courses: both in person and online (including videoconferencing), on important skills such as English language drafting, pitching and presentation skills, as well as more technical sector and subject-specific topics. Our support functions (Finance, IT, HR, Marketing) regularly meet to cooperate on joint projects and share best practice so that all firms benefit from the collective know-how of the individual firms. AWARDS Belgian Legal Awards: Best Firm To Work For, 2010 The Lawyer HR Awards: Most Innovative Recruitment Initiative (UK) 2010
  23. 23. Germany • Pro bono work for the BISS foundation, on a project which involves 40 training places to give disadvantaged young people a better future • Carisma: helping to integrate disabled people into the job market • Sponsoring the arts, including lit.COLOGNE, Gewandhaus zu Leipzig and Stuttgart State Theatre CORPORATE SOCIAL RESPONSIBILITY Despite a tough economic climate, we have supported more than 60 charities, schools and NGOs in the past 18 months through 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. HUNGARY CZECH REPUBLIC BELGIUM/ LUXEMBOURG ROMANIA UKRAINE THE NETHERLANDS FRANCE UK SPAIN SWITZERLAND AUSTRIA GERMANY ITALY Our commitment to supporting international pro bono activities is shown through our partnership with Advocates for International Development (A4ID). This charity improves access to justice by enabling lawyers from around the world to use their skills to support the eradication of poverty. CMS in the UK and Central and Eastern Europe has been a strong supporter of A4ID for some time. In July 2010, we extended this commitment to working globally across multiple practice areas. Our lawyers are now able to deliver pro bono support in all 29 jurisdictions where we operate. This work includes advising international child protection charity EveryChild on managing its intellectual property and on the local registration requirements of its Ukraine and Russia members. We helped Our Sansar – an organisation that supports orphans and street children in Nepal – to develop its internal equal opportunities, diversity and harassment policies. And we advised Christian Aid on the standards imposed on companies under English and international law regarding carbon emissions. By extending our relationship with A4ID, we have strengthened our Corporate Social Responsibility initiatives and look forward to seeing this relationship prosper in the coming years. We also welcome client participation in such pro bono projects. POLAND BULGARIA Hungary • Red Nose Clown Doctors Foundation and Seedling Trust Foundation • British Chamber of Commerce in Hungary, the Hungarian Chamber of Commerce in Netherlands, HVCA – Hungarian Venture Capital Association and Hungarian Construction Innovation Association • Noah’s Ark Animal Shelter Foundation during the Hungarian floods in July 2010 • Habsburg Eilika FoundationPoland • Welcome to Our World, a joint educational project linking a school in Warsaw with a school in London Italy • Donated games, clothes, books and other materials to Robin’s Nest Orphanage in Zambia • Providing financial support to pay the enrolment fees of a boy from Robin’s Nest, enabling him to complete three years of education Austria • CMS runners from Austria, Russia and every central and eastern European country participated in the 2011 Vienna City Marathon, forming 17 relay teams, raising over €13,000 for a number of different charities Czech Republic • Education for Ousman Camara, a young boy in Guinea • Christian Refuge Orphanage Centre in Ghana • Sponsoring a young international student to support volunteers in Malawi renovating elementary schools Switzerland • Helping the victims of the 2010 Haiti earthquake Belgium/Luxembourg • International Polar Foundation The Netherlands • Advocaten voor Advocaten (Lawyers 4 Lawyers), supporting lawyers abroad in difficult positions/countries • Providing pro bono advice to the VoorleesExpress project to reduce language problems in children of immigrant parents who do not have Dutch as their first language • Sponsoring the annual project of Stichting Kinderpostzegels to raise money for education projects for children in The Netherlands and worldwide • 1% fair-share partner of Nationaal Fond Gehandicapten- sport (donating 1% of sponsoring budget to this fund for sports for the disabled) Spain • Participating in sessions of Know your Laws – training in laws that can affect the daily lives of immigrant workers in Madrid • Collaborating with Carmen Pardo- Valcarce Foundation (programme for people with learning difficulties) UK • Pro bono advice through Advocates for International Development, LawWorks • East London Business Alliance, Hackney Business Ventures and Inspire • Whitmore Primary, Hackney Free Parochial and Stoke Newington High School through literacy, numeracy and mentoring programmes • Sponsors of Macmillan Cancer Support, Special Olympics, Barts and the London Charity and Meningitis Research Foundation Ukraine • Foundation “Likarinfund”, for orphans and children with illnesses Bulgaria • Pro bono work for the American Chamber of Commerce • CedarFoundation:supporting disabled orphans France • IMS-Entreprendre pour la Cité, which helps companies devise and implement CSR policies • Noé Conservation, which is committed to maintaining global biodiversity • Loisirs Pluriel, which helps disabled and able-bodied children to meet and participate in shared activities • Haïti Futur, which is dedicated to improving conditions in Haiti Romania • United Way and Hospice Casa Sperantei CMS supports A4ID Our pro bono, voluntary and charitable work across Europe 42 CMS ANNUAL REVIEW 2010–2011 43
  24. 24. 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. This committee represents all member firms equally, regardless of the amount of their financial contributions (calculated as a standard percentage of their revenues). EXECUTIVE COMMITTEE MANAGING PARTNERS’ GROUP PRACTICE AND SECTOR GROUPS PARTNERS’ ANNUAL MEETING CMS FIRMS CMS COUNCIL CMS EXECUTIVE TEAM 1. Executive Committee: The Executive Committee is comprised of the Executive Director and the Managing Partners of all CMS firms, as well as one additional partner per firm. Meetings are led by the CMS Chairman, who is our ambassador and spokesperson, both internally and externally. The group meets every other month in a different CMS country. 2. Managing Partners’ Group: The Managing Partners’ Group, comprised of the Managing Partner of each CMS firm, is responsible for executing CMS strategy. This group decides operational issues, again by consensus, and meets every other month. The group is chaired by the CMS Executive Director, who is also responsible for CMS’ daily operations. 3. Practice and Sector Groups: These ‘areas of expertise’ groups are all about business development and doing the work for our clients. The Executive Committee appoints the head of each group who, in turn, works with a small leadership team. 4. CMS Executive Team: Based primarily in Frankfurt and managed by the Executive Director, the CMS Executive Team carries out primary support functions: business development, IT, finance, marketing, training and development. 5. Partners’ Annual Meeting: A gathering that includes all 700+ partners for three days of training and networking. 6. CMS Firms: CMS member firms adopt their own local strategies, recognising ‘local expertise’ in understanding what works best for their organisation in their specific markets. 7. CMS Council: The council is made up of one partner representative from each member firm, usually the Senior Partner, and meets on an annual basis. Key groups There are seven key aspects defining our organisation and governance. 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. CMS Legal Services EEIG Frankfurt am Main Barckhausstrasse 12-16 60325 Frankfurt am Main Germany T +69 717 01-500 F +69 717 01-550 E info@cmslegal.com www.cmslegal.com 44 CMS ANNUAL REVIEW 2010–2011 GOVERNANCE Our structure and governance have helped create a collegiate culture CONTACT US
  25. 25. Annual Review 2010–2011 AnnualReview2010–2011CMS Legal Services EEIG is a European Economic Interest Grouping that coordinates an organisation of independent member firms. CMS Legal Services EEIG provides no client services. Such services are solely provided by the member firms in their respective jurisdictions. In certain circumstances, CMS is used as a brand or business name of some or all of the member firms. CMS Legal Services EEIG and its member firms are legally distinct and separate entities. They do not have, and nothing contained herein shall be construed to place these entities in, the relationship of parents, subsidiaries, agents, partners or joint ventures. No member firm has any authority (actual, apparent, implied or otherwise) to bind CMS Legal Services EEIG or any other member 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 Hasche Sigle (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)
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