Ajinomoto Co., Inc. (Ajinomoto Co.) has agreed to acquire all of the shares of Örgen Gıda Sanayi ve Ticaret A.Ş. (Örgen), a major food company in Turkey, and the trademark for its brand Bizim Mutfak, which is widely sold in Turkey, for a total of approximately 220 million TRY (approximately JPY 7.4 billion/$64.22 million).

Ajinomoto Co. signed a share purchase agreement on November 15^th 2016 with Yıldız Holding A.Ş. (Yıldız Holding), which owns 51% of the shares of Örgen, and the company’s founders, the Örgen family, who own a 49% stake. With this acquisition, Ajinomoto Co. will strengthen its business foundation and further accelerate its business expansion in Turkey.

The population of Turkey was approximately 80 million as of 2015. Half of the population is 30 years old or younger. The country’s GDP growth rate has averaged about 4% annually over the last three years, and steady growth is expected to continue. Along with economic progress, women’s participation in society has increased in urban areas, which has led to expansion in demand for highly convenient seasonings and processed foods.

Örgen is currently engaged in manufacturing and sales of a wide range of seasonings and foods. Ajinomoto Co. will acquire four of these businesses – bouillon, powdered soups, menu-specific seasonings and powdered desserts. In addition, by obtaining Örgen’s brand Bizim Mutfak, Ajinomoto Co. will strengthen its business portfolio in Turkey.

In its FY2014-2016 Medium-Term Management Plan, Ajinomoto Co. sees Turkey as the starting point for business expansion in the Middle East region. The Ajinomoto Group will continue to contribute to well-being through providing more delicious, higher-quality products adapted to local food cultures and customs.

The proposed transaction is subject to certain conditions including obtainment of the Turkish Competition Board approval.

Turkish law firm, Paksoy advised Ajinomoto in this transaction, with a team led by M. Togan Turan (Partner), together with Nihan Bacanak (Senior Associate), with assistance from Can Aksoy (Associate).

The largest takeover deal in Hong Kong in 2016 - Fullshare Holdings Limited (stock code: 607) (Fullshare) announced its offer to acquire all of the issued shares of China High Speed Transmission Equipment Group Co., Ltd. at HK$ 16.3 billion, from Fortune Apex Ltd. and other shareholders in September. The shareholders of Fullshare approved the transaction on the 17th November 2016.

As at the Latest Practicable Date, there are 1,635,291,556 Offeree Shares in issue, and Fullshare, the Offeror and the parties acting in concert with any of them hold 148,562,000 Offeree Shares. On the basis of the ascribed value of HK$11.00 per Offeree Share (based on the weighted average traded price of Fullshare Share of HK$4.40 as quoted on the Stock Exchange on the Last Trading Day multiplied by 5 and divided by 2 for each Offeree Share) and assuming that there will be no change in the number of the Offeree Shares in issue prior to the Closing Date, the Offer is valued at HK$16,354,025,116.

According to reports, the transaction terms require Fullshare to acquire 1.48 billion ordinary shares and pay five new Fullshare shares for every two shares of China High Speed Transmission Equipment Group Co., shares which Fullshare intends to keep publicly listed. Fullshare Holdings Limited has also mentioned it will not be terminating any employees, with exceptions for the Board of Directors.

Computershare Hong Kong Investor Services Limited provided registrar services to Fullshare Holdings, and BaoQiao Partners Capital Limited took the role of financial advisors, and Troutman Sanders of legal advisors, with a team led by Rossana Chu, Alice Song and Elaine Zhang.

China High Speed Transmission Equipment Group Co. were serviced by financial advisors Donvex Capital Limited, and legal advisors Zhong Lun Law Firm, while the independent Board committee of China High Speed Transmission Equipment Group Co. was advised by TC Capital Asia Limited.

Interview with Rossana Chu, Partner of Corporate Practice.

Please tell me about your involvement in the deal?

Troutman Sanders acted for the offeror – Fullshare Holdings Limited (Fullshare) – on Hong Kong law. Fullshare made a voluntary general offer to acquire shares of China High Speed Transmission Equipment Group Co., Ltd. (China High Speed) as a takeover attempt (Takeover) and pay the consideration by issuing new shares of Fullshare.

Why is this a good deal for all involved?

Fullshare is a company listed on the Main Board of the Hong Kong Stock Exchange with a market cap of US$8.7 billion. China High Speed is another Hong Kong listed company with a market cap of US$1.75 billion. Fullshare’s offer to acquire shares of China High Speed met with acceptance of 73.9% shares. The value of the new shares issued by Fullshare to meet all acceptances was of US$2.1 billion. This Offer is one of the largest deals among the recent takeovers in Hong Kong.

What challenges arose? How did you navigate them?

In light of the size, this transaction drew special attention from the two Hong Kong regulatory authorities, the Securities and Futures Commission (SFC) and the Stock Exchange, which brought complications for the regulatory approval procedures. In addition, after the announcement on the Takeover is published, any material corporate activities and important publications of both Fullshare and China High Speed required prior approval from the SFC. In order to make sure the composite document and the supplemental document could be published and dispatched in accordance with the scheduled timetable, the management and internal departments of Fullshare, with the cooperation of the professional parties and China High Speed, used their best endeavours to push forward this project to a successful end.

How was this deal initiated and how did it proceed since its inception?

The consideration of the general offer was settled purely by way of issue of new Fullshare shares. Therefore, the Offer did not require any cash outlay, which provided the shareholders of China High Speed who accepted the offer with more Fullshare shares than a cash and securities combination offer.

What benefits are the shareholders are receiving with the outcome of this deal?

Upon Fullshare obtaining more than 50% shares of China High Speed, China High Speed will become a subsidiary of Fullshare. The successful Takeover provided a chance for the shareholders of China High Speed to enjoy the synergy effect to be brought from the enlarged group of Fullshare and China High Speed and participate in Fullshare Group with more diversified businesses in addition to the original businesses of China High Speed.

How did your legal team manage the finalised outcome of the deal? Was the outcome what you hoped?

Given that the Takeover was a voluntary general offer under the Takeovers Code, one of the conditions to a successful offer was to obtain more than 50% voting rights of China High Speed by Fullshare through the offer. However, as the amount of acceptances was beyond Fullshare’s control, Fullshare obtained an irrevocable undertaking to accept the offer from the single largest shareholder of China High Speed (holding 28.01% shares) in accordance with the requirements of the Takeovers Code before the offer commenced. Eventually, Fullshare’s offer met with acceptance of 73.9% China High Speed shares and the value of new shares issued by Fullshare was of US$1.7 billion.

The general offer also constituted a very substantial acquisition of Fullshare and was therefore subject to the circular and shareholders’ approval requirements under the Hong Kong Listing Rules. The offer was approved by the shareholders at the extraordinary general meeting of Fullshare, and Fullshare expresses its appreciation for the support and attention of the shareholders in relation to this transaction.

Eurus Energy and YARD ENERGY clinched a long-term collaboration for the joint development of wind farm projects. The partnership kicks off with the acquisition by Eurus Energy of a majority stake in the portfolio of operational onshore wind farms in the Netherlands and Finland developed by YARD ENERGY.

Eurus Energy, a joint venture between Toyota Tsusho Corporation and Tokyo Electric Power Company, is Japan's leading renewable energy company involved in the development of wind power projects throughout the world, including the United States, Uruguay, the United Kingdom, Italy, Spain, Norway, Japan, South Korea and Australia. YARD ENERGY is founded in the Netherlands and engaged in the development and management of wind power projects located in Northern Europe, including the Netherlands, Finland and Poland.

With the acquisition of the wind farm portfolio in the Netherlands and Finland, Eurus Energy expands its global operational renewable projects portfolio by 100 MW.

The Dutch portfolio consists of 9 existing wind farm projects at locations across the Netherlands aggregating to a total capacity of 72.5 MW. Windpark Netterden (12 MW) is the latest project developed by YARD ENERGY and is operational since the third quarter of 2016. The other 8 wind farm projects are operational since 2011-2013.

The Finnish wind farm portfolio consist of two projects (‘Kankaanpäänmäki’ and ‘Mustaisneva’) combining a total capacity of 27.5 MW. These projects are realized on a turnkey basis by a joint venture between YARD and Maas Capital Renewables. As part of this transaction, Maas Capital Renewables also sold its stake in these projects.

By acquiring YARD ENERGY's wind farm projects, Eurus Energy sets foot in the Dutch and Finnish wind energy market for the first time. The newly established partnership between Eurus Energy and YARD ENERGY contributes to both companies' ambition to expand and strengthen their business in Europe.

Baker & McKenzie's Energy Mining & Infrastructure team acted as legal adviser for Eurus Energy in the transactions. The team is led by Weero Koster.

Interview with Weero Koster of Baker & McKenzie's Energy Mining & Infrastructure team:

Please tell me about your involvement in the deal?

As you know, Eurus Energy and YARD ENERGY have forged a long-term collaboration for the joint development of wind farm projects in the Netherlands and abroad. This is more than a one-off. The partnership kicks off with the acquisition of a majority stake in a portfolio of operational onshore wind farms. It then seeks further opportunities. We were involved from day one: meeting the parties and paving the way to a successful partnership. It was a true one of a kind. Eurus Energy is a joint venture between Toyota Tsusho Corporation and Tokyo Electric Power Company; it’s Japan's leading renewable energy company developing wind projects across the globe. YARD ENERGY was founded in the Netherlands and develops and manages wind power projects in Northern Europe. So: parties with very different backgrounds, but that share the same vision. We started with the memoranda of understanding and followed through with the due diligence, drafting and negotiation of the transaction documentation, and finally the restructuring of the group and completion.

Why is this a good deal for all involved?

By acquiring YARD ENERGY's wind farm projects, Eurus Energy sets foot in the Dutch and Finnish wind energy market. It expands its global operational renewable projects portfolio by roughly 100 MW. Eurus gains insight into local markets and opportunities and on-the-ground execution prowess. The collaboration provides YARD ENERGY with an ambitious partner who knows how to make a deal and work it in the long run. The newly established partnership contributes to both companies' ambition to expand and strengthen their business in Europe; each party brings its unique skill-set and gravitas to the table.

What challenges arose? How did you navigate them?

Every deal turns on its unique challenges and how you anticipate and resolve them. Here, there were two really. One was how to turn a diverse portfolio of modest sized projects into one tradeable asset, while serving the interests of many diverse stakeholders and investors. The other was matching the unchecked ambition of an eager development team with the experience and sheer execution power of a global giant. It all worked extremely well and the joint venture is set to embark on further sustainable projects.

Whether you’re set to establish your business in a Japanese market, are engaged in a dispute surrounding the consequences of overtime work with an employee, or have to lay off several workers in a company minimisation process, being up to date with the latest regulations, and treading lightly among the country’s network of labour legislation can be a difficult but vital feat.

To this end, Lawyer Monthly here speaks with Masako Banno, an international lawyer at Okuno & Partners in Japan, who talks us through the latest legislative developments in the company in the employment segment, and details some of the challenges both employees and employers face in this complex field.

What are currently the hottest employment law based topics being discussed in Japan?

“Karoshi” and “karo-jisatsu”. Recently, Labour Standards Supervision Office (“LSSO”) of Japan found the suicide of an employee of Dentsu Inc. was “karo-jisatsu”, which means the suicide was caused by mental disorder due to long-time overwork. LSSO also conducted a criminal investigation to examine the situation of the rampant long overtime work in the company. The scandal of the largest advertising company in Japan has spread awareness of the risks of overtime work and importance of worktime control of their employees among corporate executives. Some companies are now implementing ‘regular interval systems’, where employees are required to take between seven to eleven hour rests between their shifts, to prevent overwork.

Are there any new progressions within employment-related law that businesses and workplaces are struggling to adapt to? Are there challenges ahead in terms of legislative implementation?

Companies in Japan are trying to prepare for the ‘Year 2018 Problem’, where fixed-term employment that has been extended for more than five years will start being converted by employees into indefinite-term employment. The amendment is based on the policy to secure the status of employees. So far, employers often adjusted their work force through non-regular employees. From now on, they are forced to prepare for redundancy in a more long-term strategy. Also, the amended Act on Protection of Personal Information will be implemented next spring. It contains an extra-territorial application rule and has an influence on transfer of employees’ personal information from Japan to foreign countries.

Why do you handle employment law while you are also focusing on international corporate and M&A?

In Japan, employment law is troublesome burden on companies, which affects their decisions in corporate transactions, such as the legal structure of acquisition or how to function the new company. It is not a separated marginal legal area, as opposed to in some other jurisdictions. That is why I support our international clients with one-stop service including employment law in corporate transactions. When it comes to detailed procedure or salary calculation, I often work with another employment lawyer of our firm focusing on domestic labour dispute resolution. Still, giving my clients’ outline of employment issues at the initial stage makes the process much faster and compact, for the benefit of clients.

As a Thought Leader in the international legal field, what is the biggest challenge you face and how do you overcome it?

The challenge is how to support our international clients understanding the laws and legal practice in Japan. Some legal systems and the ways of doing business are unique to Japan or Asia, but you might miss the big picture if you are always caught up in ‘Japan’s uniqueness’ context. Interacting with my foreign lawyer friends through lawyers’ international networks such as IBA, I get some insights about the most effective way of communicating with our foreign clients. A Swiss lawyer of our firm helps me quite a bit in this respect, too, for our European clients.

How do you manage your team and share your expertise to ensure your team and company offer consistency to your clients?

At the very beginning of case handling, after listening to the clients’ requests, I try to quickly grasp the whole process, including the possible legal issues, timeframe, the best and worst scenarios, and the most practical way for the best possible solution. Then I share it with our team members and clients. When clients and our lawyers can share the same overview, all of us can work together efficiently.

Also, many of our firm’s young lawyers are motivated and help me very well by doing initial drafting and research work. Aside from carefully reviewing and editing their products, I try to share with them my practical knowledge and experience without hesitation, so that they can learn something through working with me and can do an even better job next time. As they meet my requirements in helping me and our firm expand the field, I like to meet my responsibilities to them, too.

What is the biggest challenge in terms of Japanese labour law for foreign companies entering Japanese market?

Laying off employees is extremely difficult under Japanese labour law, which always surprises our clients and foreign lawyers from western countries. Not only the requirements written in the statutes but also case-handling and final decisions made by courts are also employee-friendly. Unlike many other Asian countries, employees are easily able to access a fair and functional judicial court, which increases practical risks of employers’ violation of labour law. Of course, there is always the way to downsize your business even in Japan. It is just a matter of timeframe and costs. My role is to analyse such risk and suggest to clients the best way to minimize it.

As a deputy secretary-general of Committee on Lawyers' Gender Equality of Tokyo Bar Association, how do you describe the progression of equality in the workplace in Japan? How would you compare it to other countries?

The ratio of woman managers in workplace in Japan remains around 11%, the lowest among the developed countries. Japanese immigration policy does not accept foreign unskilled labourers who may support Japanese working mothers as a nanny or a house keeper, as opposed to some other developed countries. This is not only a stereotyped gender role, but this immigration policy also causes this situation, alongside the general long-workhours. The circumstance is being improved led by legislation. In April 2016, ‘The Act on Promotion of Women’s Participation and Advancement in the Workplace’ was implemented, which requires companies with more than 301 employees to establish a plan to enhance women employees’ status. Still, it takes a while to see how it practically supports women workers’ advancement.

What keeps you passionate about international employment law?

Employment issues are inevitable for any foreign companies either when they are newly getting into the Japanese market or withdrawing from that. When skilled and experienced lawyers are representing employers, the labour issues are settled smoothly, because such lawyers can foresee the outcome, and can suggest the most reasonable solution to the client, toughly negotiating with their employees. I enjoy working with our foreign corporate clients, offering predictability to them, and ensuring them focusing on their primary business, in a stress-free environment.

What has been your biggest achievement in the past 12 months?

When the President of American Bar Association, Ms. Linda Klein, visited Tokyo and made a speech in a luncheon event about Japanese business women’s empowerment, I moderated its Q&A session. It was a good opportunity for our American and Japanese Bar colleagues to get together and exchange ideas and it was in particular encouraging for our young colleagues.

Do you have a mantra or motto you live by when it comes to helping your clients?

Speed, accuracy, communication and honesty. I would like to be a team member of our client companies, and one that shares any concern with them. When lawyers provide the best benefits for their clients, not for themselves or for their law firm, they will be in a long-term relationship with their clients. Ultimately it will bring success to their law firm.

With whiplash claims and compensation being heavily discussed in the UK’s news, we ask Calogero Boccadutri, the Managing Partner of Boccadutri International Law Firm, on how Italy is progressing with Personal Injury law and how their legal system’s biggest flaw, is somewhat their greatest asset.

When handling complex litigation claims involving serious injuries, fatalities and disabilities what is the biggest challenge you face and how do you overcome this?

In Personal Injury claims the biggest challenge is always putting in the right light the suffering of the victims and their families. Personal injuries can deeply affect the life of the victims and their families and their way of dealing with the consequences of the event. Italian Law provides several specific types of damages, which focus on the more intimate dimension of the victim, the so called ‘non-patrimonial damages’ (opposite to ‘patrimonial damages’), for example, ‘moral damage’ and ‘existential damage’, ‘death damage’. All these are, unfortunately, very difficult to prove. Here it is the second biggest challenge: evidence, which is essential to support the claim.

The most important thing for us is the first approach with the victim and their families. We listen to them, we offer support and free them of the discomfort of dealing with the other parties, Authorities and Bureaucratic system included, to let them concentrate in recovering as soon as and the best as possible. In each phase of the process, we consider all involved aspects and we focus on achieving the best result possible.

As Managing Partner, how do you ensure your company adheres to your company’s standards internationally? How do you maintain the high standards and excellency of your firm on a global sphere?

My team consisted of very well prepared international lawyers. We speak different languages (English, Italian, Spanish, German, French, Polish, Russian, Chinese, Romanian and Turkish), to make communication as easy as possible. We have offices in London, Barcelona, New York, Bucharest, Krakow, Rasario, Palermo, Rome and Milan, which allows clients to meet our lawyers without the need of travelling to Italy. We regularly keep informed about legal news, laws and jurisprudence, keeping an international overview in mind. This allows us to offer legal advice and services that are up-to-date. Finally, we have gained great experience in injury cases, from minor injuries to serious injuries and fatalities, and we know how to deal with insurance companies to get a fair settlement.

As you also specialise in internet fraud, can you state if the changes in online crimes and how you and the legal sector in Italy has dealt with these changes?

Internet ‪‎fraud is a growing problem and the most common victims are the ones who think it will never happen to them. This happens particularly in the forex market, which have registered a steady upswing. Investors are lured by the promise of significant returns and become easy quarries for swindler. Boccadutri’s Forex lawyers have successfully recovered money for clients in various international forex scams and frauds.

What improvements do you think can be made on Italian regulations regarding personal injury?

Italian system, both legal and bureaucratic, is very complicated and intricate. Each process takes much time and effort and, in the end, it is very difficult to deal with it. Therefore, it needs to be simplified and quickened. A little step forward was made with the introduction of the mediation process, but still this is not enough. For this reason, our first step is always searching for amicable settlement. This helps save time and money, although it can even be more challenging than a judicial procedure, since it requires a huge effort from all parties involved; it is never easy to find a meeting point. But when we succeed in it, it’s a great satisfaction.

The UK recently reported they are trying to cut down on whiplash and personal injury claims; is this a problem in Italy, whereby people may be inclined to take advantage of the system? How do you think the problem should be dealt with?

Most cases of personal injury are caused by car accidents. We deal with all and any injuries, from simple whiplash to fatal injuries. In the past few years, Courts have widen the range of compensable damages thanks to an extensive interpretation to the category of ‘non-patrimonial damages’. This offers more chance to receive a more global compensation. On the other hand, some people out there try to take advantages from this opening in personal injury claims. However, this is not that easy, since they find the opposition of insurance companies, in the first place, which are very strict in dealing with requests for compensation. Then, they crash with the judicial system, which, as said before, is very intricate and slow and requires very strong evidentiary bases, before condemning to compensation. Therefore, swindlers must be strongly motivated. Basically, the main limit of our judicial system becomes the, unexpected, solution to this problem.

On the topic of corporate law, we talk to Ludo Mees, General Counsel and Corporate Secretary of AMG Advanced Metallurgical Group NV (AMG), a global critical materials company at the forefront of CO2 reduction trends, about the necessity of good teamwork and the need to develop and maintain effective corporate governance conditions and legal operating structures for AMG's businesses.

What are the corporate law matters that you are mostly involved with on a daily basis?

As AMG is a Dutch holding company established and registered in the Netherlands and listed at Euronext Amsterdam, corporate governance is a key area of responsibility, including dealing with a diverse highly reputable Management Board and Supervisory Board, investor organizations and (activist) shareholders and a continuing stream of new regulations on insider laws, governance and listing matters to name a few.

What would you say makes corporate law a fascinating legal segment, and why is Amsterdam an appealing corporate hub?

Corporate law defines the playing field and rules of engagement for the corporate actors and stakeholders of AMG, and sets legal boundaries for corporate restructuring, M&A and financing alternatives. It is fascinating to play a key role in the continuing interaction between AMG’s corporate actors and in being able to contribute to solutions, which work and serve the interests of the Company. Amsterdam is a popular hub for international companies because of its flexible governance climate and Holland’s attractive corporate tax regime.

With over 25 years’ experience, how would you say the corporate legal sector has developed overtime?

For in-house corporate legal counsels like me, the past 25 years have seen a dramatic change from a rather passive legal adviser towards a pro-active partner for management teams and boards in shaping effective governance systems and flexible legal operating structures, allowing the various business units to act quickly and decisively. We work in close partnerships with various top tier outside law firms, securing the best up to date legal advice and service.

Time is of the essence; when you used to have a few days or a week to respond or find a solution, today that is down to 24 hours max. Good teamwork is a must have in an environment driven by continuing pressure on costs and the need to do more with less.

Are there any developments you wish to see, and why?

Any new developments I would encourage are increasing the use of virtual legal teams comprising a variety of skills and experience from different sources  and locations (in-house, outside counsel, consultants). Technology (incl. affordable meeting tools) and confidentiality challenges can be managed as long as you have the appropriate level of trust among the participants.

As General Counsel, you are responsible for the design, development and global deployment of AMG's ethics; how do you ensure you do this to the best of your ability, and what are the biggest challenges when doing so?

At AMG I work in tandem with the Chief Compliance Officer in creating and maintaining AMG’s corporate ethics programs. The focus areas of compliance are very much driven by the nature of the industry the Company is operating in (specialty metals and materials, mining, engineering). Ethics programs have been developed based on risk assessments of the business units resulting in dedicated programs. The AMG Values and Code of Business Conduct are important tools for management to drive home to AMG’s global workforce the importance of AMG’s ethics in doing business. Clearly, remaining up to date with the many regulatory changes in a variety of jurisdictions is a major challenge.

What would you claim is the most important aspect to consider when dealing with a client and case?

These days more than ever, ‘being ahead of the curve’, should be the main driver for lawyers in serving their clients Every (in-house) client or case may be different, but the ground rule for a corporate lawyer remains the same, which is to anticipate and present risks and solutions early on to your client enabling him to use this in his thought process so you can be truly effective.

The Government must put the public interest at the heart of its Brexit strategy, the Bar Council has warned as it publishes The Brexit Papers, produced to help ministers and civil servants pin point the most pressing legal concerns arising from the UK’s withdrawal from the EU.

The Brexit Papers have been written by members of the Brexit Working Group set up by the Bar Council to examine the range of complex issues arising from Brexit and to help the Government identify the legal and constitutional priorities.

Led by Hugh Mercer QC, the group has drawn on the combined expertise and experience of the profession across a wide range of practice areas.

Chair of the Brexit Working Group, Hugh Mercer QC, said: “EU law currently impacts nearly all areas of life. We need a plan to make sure that people do not suffer from uncertainty and ultimately end up worse off.

“If we are going to minimise the adverse impacts on UK citizens, a huge number of highly technical areas of law need looking at in fine detail. For example, we need to make sure that police and security services can co-operate so that criminals who go on the run can be stopped, and that parents who divorce in one country have the custody decisions upheld in another.

“We also need to restructure areas of law such as insolvency, competition and tax law otherwise businesses of all sizes could end up losing out. Our creative industries, for example, bring huge value to the UK economy, but we can only sustain that if our patents and trademarks continue to be recognised by the EU member states post-Brexit.

“There is a great deal of work to be done. The resources of the Brexit Working Group, as well as those of the Bar Council and the Bar as a profession, are being made available to the Government, parliamentarians and the media, as well as to the public, so that Brexit delivers the best deal possible for Britain.”

Chairman of the Bar, Chantal-Aimée Doerries QC said: “There has not been a more profound legal and constitutional challenge in living memory with which the UK Government has had to grapple, in terms of legal complexity, or significance for the long-term health and stability of the economy.

“The Bar as a profession is dedicated to serving the public interest. As the representative body for the Bar, we have been working to identify the key legal issues which we believe need to be addressed by the Executive and the Legislature to facilitate a transition that minimises the risk of legal uncertainty, the loss of rights, and possible adverse consequences to the national economy, and that capitalises on the opportunities for post-Brexit global Britain.

“Our interest is in helping to ensure that Brexit delivers the best deal possible for Britain.”

(Source: The Bar Council)

Plastic and Reconstructive surgery is a sensitive matter, it is about ensuring the patient is satisfied with themselves, whilst adhering to medical requirements and ensuring clinical negligence is no longer at hand. Consultant Plastic Surgeon and Director, Fortune Iwuagwu, offers his expertise advice on scars, reconstructive surgery and the lengths he goes to make his patients happy.

What is your main interest with respect to scars?

As a Consultant Plastic, Reconstructive and Hand Surgeon for the last 13 years, I have managed various kinds of “obvious” scars following reconstructive, cosmetic and hand surgery. But I have also had the privilege of treating “hidden” scars, which limit the movement of joints in the hand. I have written on scar issues in medical journals and worked as an expert or provided numerous medico-legal reports on scars following personal injury and clinical negligence.

Let’s talk about the obvious scars or the ones we can see on the skin. How do you manage the medicolegal patient with scars?

In the history, though it may be obvious, I try to establish the circumstances of the index incident (injury or surgery) including the offending weapon. It is very useful if the solicitor has provided me with pictures of the injury in the very early period. Most clients or patients now have smartphones and usually take pictures of the injury. They either bring copies of photographs to the consultation or are very happy to send them on. This is useful because it makes me confirm if the scars are consistent with the initial injury. There is an empirical honesty attributed to the patient but it is reasonable for the expert to be aware that a few clients can distort or be very economical with the truth. Obviously, a medical expert is not a solicitor /barrister but a true account enables one to make an informed and right conclusion.

So, what are you looking for in a scar?

In the examination, various parameters are important to me including the length, width of the scar, shape, presence of any cross hatching, colour, pigmented or not, quality of the scar (atrophic or not), contour (depressed or not), tenderness, sensitivity, height of the scar (same level as skin, depressed or raised such as hypertrophic scar or keloid scar, etc.

The parameters of the scar have to be matched with the age of the scar (the time since injury). Each parameter tells a story about the scar, which helps one arrive at an informed opinion.

How do you approach the options of treatment or what treatments are available to get rid of the scar?

It is essential as an Expert to state that scars are permanent. Therefore, the scar is a permanent symptom of the index incident, which is useful for the solicitors. This is to dispel some of the myths in newspapers, magazines etc. that give patients false hopes.  For example, if you excise a scar, the new wound will heal with a new scar, which is hoped to be better but the ultimate appearance cannot be guaranteed.

But the good news is that scars can either be improved or can improve on their own with time. Scars ‘cannot be gotten rid of’ but can be ‘swapped with a better appearing or better positioned (hiding the scar) scar’.

Time is also a great friend of scars as many scars improve in appearance with time and become less bother to the patient.

More specific treatment options can be non-surgical and/or surgical depending on what aspect of the scar is most bothersome to the patient and there are a myriad of them.

Non-surgical options include cosmetic camouflage, medical tattoo, laser therapy etc. The surgical treatment options include simple excision and re-suturing (single or multi-stage), tissue expansion and excision, fat transfer for contour deformities, free tissue transfer etc.

What about the ‘over the counter’ scar creams?

Yes, there are also general non-surgical techniques that help scar mature and look better such as creams, silicone gels etc.

Scars especially when new or immature do benefit from massage of the scar with moisturizing creams, which helps remodel the scar. The creams include commonly available scar creams on the high-street supermarket.

Silicone gels also help hydrate and soften the scars and do help.

On top of offering outstanding services in the pensions realm, our next expert witness is often called to assist in pension division and sharing matters. Here to talk Lawyer monthly through his role in this field, discussing the variables in divorce cases, and touching on the legislation that has changed the landscape of pensions law through the years, is Mark Penston, a Chartered Financial Planner at BlueSky Chartered Financial Planners, in the UK.

In your role as an expert witness, what are the primary matters you are instructed to advise on in divorce cases?

Generally we are asked to assist with calculating how existing pension funds should be shared. This might just be a discussion that can help give direction on how to approach a case, or more often, an instruction to produce a pension sharing report to show how the pensions should be divided to produce equal incomes in retirement. Additional information may also be requested, such as how to offset a pension share in lieu of cash or property equity.

What are the particular complexities that arise therein?

Pensions can often be complex, with even apparently straightforward money purchase plans having complexities that are not immediately apparent. Often Defined Benefit pension valuations do not represent the true value of the pension benefits, which means that sharing pensions based on the capital value alone can have some dramatic unintended consequences. Approach with caution!

In divorce cases, to what extent to do you get to engage in the full capacity of your expertise, in financial planning for example?

With larger cases (CE’s in excess of £500k) where we have a good understanding of the respective clients’ financial circumstances, we are able to create solutions to maximise outcomes when sharing assets. It draws on our technical and financial planning skills and also our ability to put solutions in plain English that all parties can understand.

How do you efficiently and fairly advise on the division of pensions and other assets in divorce cases?

Our preference is to be instructed as a single joint expert and work with the instructing parties to produce clear and relevant instructions (conversely, we dislike ‘standard’ letters of instruction asking multiple questions to ‘cover all bases’ that are likely to result in pension sharing reports with too many irrelevant results!). It’s worth spending time getting the instructions relevant and focused.

Once instructed, we have an efficient process of collating and checking the required data and good turnaround times in getting reports produced.

What would you say has been the milestone legislative change that has impacted your work in this legal segment over the past 20 years?

The introduction of pension sharing legislation nearly 17 years ago triggered a number of initial enquiries. We became involved in this business because we had a depth of pensions experience and expertise and it fitted well with our client profile. Good work gets recognized and we’ve therefore increased our involvement in this specialist field as a consequence.

The most recent changes in pension legislation have introduced flexibilities that allow more creativity in how pensions can now be shared.

If you could see any UK pension laws changed, especially following Brexit, where would you start?

Pensions legislation keeps changing and in part I think it undermines people’s confidence in them.  Pensions should be long term / stable products that aren’t constantly being ‘tweaked’.

Having said that, there are some anomalies in the current legislation. For example, why is there a cap on what you can put into a pension AND a cap on the maximum fund size you can have without punitive tax consequences? This can restrict the ability for someone to rebuild a pension when they have lost a large chunk of it through pension sharing.

I think Brexit is more likely to change the economy dynamics rather than pension laws. Pensions flexibility and portability into Europe never happened, so Brexit is unlikely to change much there!

Overall, what would you say makes you the go to expert witness for pensions law in the UK?

Being financial planners, we can offer creative solutions with both the division of pensions and other finances.

Our success as a business with our financial planning clients has come from our ability to convey complex solutions to clients in an easily understood format. I believe our reports are much easier to understand than many actuarial reports, perhaps evidenced by the number of actuarial reports we are asked to interpret and make relevant to the client!

We have worked hard over many years to hone our processes to enable us to offer an accurate and timely service, despite the many challenges that pension trustees often present us with!

Having previously spoken with Lawyer Monthly on immigration matters, here Micha-Rose Emmett, Group Managing Director at CS Global Partners provides an outlook on dual citizenship around the globe, the benefits thereof, for both the citizen and the host nation, and the need for increased dual citizenship in bridging international relationships.

Multiple nationality, or dual citizenship, refers to holding citizenship in more than one country.

Dual nationals receive a number of benefits, including increased global mobility, enhanced security, access to better education and healthcare systems, and substantial business and investment opportunities.

Countries that allow dual citizenship also reap significant rewards. Through offering additional citizenship options countries attract valuable individuals with unique skills and expertise, bolster their economy and enhance trade partnerships.

Dual citizenship has recently increased in popularity and many countries have amended their stance on citizenship programmes to allow individuals to become naturalised without renouncing their original nationality. Australia and Switzerland are prominent examples of countries that have permitted dual citizenship during the last 25 years.

Many countries however, do not allow people to obtain a second passport for fear the country could suffer a decline in patriotic allegiance or individuals could misuse their newfound citizenship.

However, allowing individuals to acquire dual citizenship has proven to be mutually beneficial for both the individual and the country.

Economic Growth

Dual citizenship can be highly beneficial for a country’s economy. Citizenship by Investment programmes for example, allow investors to obtain permanent citizenship in exchange for an astute investment into the country in which they desire to live as a full citizen.

Individuals who seek a second citizenship often have strong business acumen and are keen to develop their business on a global scale. Dual citizenship provides business expansion opportunities for entrepreneurs and, in turn, profitable businesses prove advantageous for their host country.

Travel

Dual citizenship creates ‘global citizens’ as possessing more than one passport increases global mobility and allows visa free travel to a multitude of countries. The advantage of granting those who travel on a regular basis another citizenship is that they will likely act as ambassadors for the country they reside in and promote its ideals and values across the globe.

Obtaining second citizenship means an individual can participate in all the benefits a country has to offer including healthcare, education and security. Those who benefit from a country in which they have actively pursued citizenship typically display a high level of loyalty and act as spokespeople for the country and its systems. As dual citizenship allows people to move and transact freely, positive information about a country will be readily shared, bringing new investment opportunities and improving the country’s reputation.

Partnerships Between Respective Countries

Dual citizenship increases the communication between two countries which may not have been close previously. It also facilitates an increase in trade and investment between the dual citizen’s two respective countries. Those with more than one citizenship often maintain strong ties with their country of origin which encourages continued contact and investment throughout their lifetime.

Socio-economic integration is also encouraged when countries allow individuals to obtain another citizenship. Holding a second citizenship widens the pool of jobs a foreign-born national is eligible to apply for and decreases administrative difficulties for jobseekers and those who process applications. An increase in dual citizenship between two countries also results in stronger alliances and a decreased chance of international dispute: International relationships are inevitably enhanced when individuals can acquire another citizenship.

Those with another citizenship to their name are far more likely to invest in real estate. This is due to the fact that high net worth individuals are often the ones who are investing in citizenship by investment programmes, and therefore base their purchasing decisions on countries which offer the most attractive property and citizenship investments.

Individuals with New Skills, Expertise and Viewpoints

Countries that offer dual citizenship attract skilled and talented individuals from across the globe. The incomers are desirable and productive members of society who bring with them a range of skills, talents, expertise and qualifications which greatly enhance a country.

Individuals who participate in citizenship by investment programmes generally invest in government approved initiatives which improve business prospects and financial stability within a country.

Citizenship of a country allows individuals the right to participate in the country’s politics, thereby broadening the number of people who can vote and will actively participate in political debate, often providing valuable and unique viewpoints.

Those who are in possession of more than one citizenship can also often pass citizenship to their children via descent, meaning future generations can benefit from their parents’ citizenship and contribute to their adopted country. Children are also like to contribute to their second citizenship country in a similar way that their parents did; creating relationships between two nations.

Countries which insist upon citizens renouncing former nationality upon obtaining naturalisation do so to their detriment. Dual citizenship offers a wealth of opportunities to the country and the individual in a symbiotic relationship which benefits both.