Understand Your Rights. Solve Your Legal Problems
by Adani Wilmar
Gokul Refoils and Solvent Limited is a leading Indian manufacturer of edible oils. AZB & Partners were the legal advisers to Gokul in the divestment of its edible oil refinery at Haldia, India to Adani Wilmar Limited. Rajendra Barot and Arvind Ramesh led the deal from AZB’s perspective, assisted by Karan Nelivigi and me (Nayan Banerjee).
Nayan Banerjee, AZB & Partners commented:
“As the junior associate, I felt fortunate to be involved in this transaction as the deal teams had a mutual understanding of the unique commercial requirements of the business, including the specific regulatory obligations. This enabled them to come to the negotiating table focused on arriving at a consensus driven by practical realities, leading to an efficient structuring and drafting process.”
[vc_row][vc_column][bs-grid-listing-1 columns="3" title="Editors Picks" show_excerpt="1" hide_title="0" count="3" post_ids="15812, 15743, 15817" tabs="" tabs_cat_filter="" pagination-show-label="1" pagination-slides-count="1" slider-animation-speed="750" slider-autoplay="1" slider-speed="3000" bs-show-desktop="1" bs-show-tablet="1" bs-show-phone="1" _heading_1="" _heading_2="" paginate="none"][/vc_column][/vc_row]
PJSLaw acted as transaction counsel to Global Business Power Corporation (GBP)'s entry in the Mindanao power market through the acquisition of a significant stake in a 210MW coal-fired power plant in a 210MW coal-fired power plant in Sarangani province.
GBP, an associate of Metro Pacific Investments Corp. (MPIC), has entered into an agreement with Alsons Consolidated Resources, Inc. (ACR) to acquire, subject to the fulfilment of certain conditions precedent, a 50% stake in Alson Thermal Energy Corp. (ATEC), the holding company for the baseload coal-fired power plant and a subsidiary of ACR.
ATEC holds 75% of the 210MW coal-fired power plant in Maasim, Sarangani, owned and operated by Sarangani Energy Corporation. ATEC will also assume ACR's stake in San Ramon Power, Inc. which is developing another 105MW coal-fired power plant in Zamboanga City.
PJSLaw Partners Najha Katrina J. Estrella and Regina Jacinto-Barrientos, together with Senior Associate Jewelynn Gay B. Zareno, led the PJS team in this transaction.
"We are extremely pleased to have assisted GBP in this deal. PJS was mindful of the strategic value of this deal for the client and this was the driver for the dedication and hard work put in by the team all throughout the course of the transaction," commented Managing Partner, Regina Jacinto-Barrientos.
Leading infection control specialists, GAMA Healthcare Ltd, acquires the Clinell division of their Australian distributor, AMCLA Pty Ltd., in Victoria. This significant investment demonstrates GAMA's continued commitment to infection prevention - providing outstanding education, training and clinical support to healthcare professionals across the world.
GAMA will take over the current office in Mornington, Victoria and will retain all AMCLA personnel. The business unveils ambitious investment plans to emulate success in the UK - aiming to double the current workforce over the next twelve months. With headquarters in Watford, England, GAMA now has offices in six cities, across three continents.
"This is a very exciting time for us, as we enhance our service in Australia", says Dr Guy Braverman, Managing Director and Co-Founder of GAMA. "As world leaders in infection prevention we are committed to empowering healthcare professionals to make the right choices to achieve the best clinical outcomes. Through our growing team of experienced clinical nurse trainers and area managers, we can increase support and after-sales service to meet the individual needs of every hospital."
In the UK, GAMA provides bespoke, local training through group sessions, ward-based training and practitioner meetings - delivered by a team of infection control specialists. "Our organisational support training programme is valued very highly by our UK customers and we look forward to implementing this in Australia," says Dr Martin Kiernan, Clinical Director at GAMA. "We have developed the most advanced and fully customisable tablet-based training suite that is free to all customers. In the last six months of 2016, we hosted over 250 training days. This support has been critical in developing new business opportunities and retaining key contracts."
Madgwicks Lawyers of Melbourne, Australia acted for GAMA Healthcare Ltd, the first acquisition for GAMA in Australia. Madgwicks’ Lead Corporate Partner, Rick Goldberg said: “Although the transaction value was not large, the deal had the usual M&A issues. One complexity was that, together with GAMA’s acquisition of the target company, AMCLA Pty Ltd, it was necessary for AMCLA to contemporaneously divest its non-GAMA related business divisions to a third party. However, given the goodwill of the existing distribution relationship between GAMA and the vendor, it was pleasing to see the deal successfully concluded in a tight time frame and satisfying the needs of all parties.”
Madgwicks’ deal team was led by Rick Goldberg and he was supported by Caroline Ord, Special Counsel, who led the legal due diligence, and Emily Dempster, Senior Associate who handled all employment law issues.
ENGIE announced the acquisition through its subsidiary ENGIE Ineo of the Swedish company Icomera, specialist of onboard communications solutions for public transport. Icomera’s consolidation fully complements the strategy of transformation of ENGIE, the energy revolution pioneer working for a smarter and greener mobility.
ENGIE, pioneer of the energy revolution, is able today to offer customers an ecosystem of solutions adapted to their needs to make mobility more fluid, cleaner and smarter. Public transport (buses, tramways, subways and trains) constitutes a proven and time-honoured answer for regional planning and development and a strong pillar for mobility solutions. It provides accessibility for the largest number of users, discovery of optimal infrastructure use and least significant environmental impact. Therefore, to facilitate the operation of public transport services, ENGIE, through its subsidiary ENGIE Ineo, has already outfitted 12,000 kilometres of railroads, 1,800 light rail tramways with electrification, signal and telecom systems, as well as 35,000 buses with onboard operational assistance and passenger information systems. In this way, ENGIE Ineo is supporting the rapid evolution of buses, tramways, subways and trains via devices that are more digital, smarter and more connected. Through this acquisition, ENGIE Ineo strengthens its position in the field of transport, serving the strategy of ENGIE and its French and international clients.
Roschier acted as legal adviser to ENGIE Ineo. The key members of Roschier's team were: Malin Leffler (Partner), Sanna Isaksson (Senior Associate and Project Leader), Emelie Zellmer (Senior Associate) and Jakob Sahlensted (Associate).
Founded in 1999, Icomera is specialised in developing onboard communication multi-service Wi-Fi solutions for passengers and transportation operators, in particular in transport Wi-Fi connectivity and by-products (information, data-collection, communities…). With 150 employees throughout the world, Icomera is today the world’s leading Wi-Fi provider for public transport, connecting millions of users and tens of thousands of vehicles each week in more than forty countries. The company’s headquarters are in Göteborg, Sweden, with main subsidiaries in the United States, the United Kingdom, Germany and in France.
NautaDutilh assisted ENGIE Electrabel and its public partners with the financing of Project Greensky, which entailed the design, development, construction and operation of wind farms in Gingelom (seven wind turbines) and Lincent (nine wind turbines), totalling approximately 32 MW of wind capacity.
The sponsors were ENGIE Electrabel and its public partners (Infrabel, City of Sint-Truiden, IBE). The lender for the project was Triodos Bank (assisted by Stibbe).
Greensky is the fourth in a series of on-shore wind farms which ENGIE Electrabel intends to develop on an unconsolidated basis, i.e. in a 50-50 partnership with public entities (municipalities, intermunicipal associations and service provider associations). NautaDutilh's core team was comprised of Thibaut Willems, Pierre De Pauw and Silke Volckaert.
A Hampshire-based business that makes complex kinetic parts for major car manufacturers has been acquired by three senior members of its existing management team after securing a multi-million pound finance package from HSBC.
Leading law firm Blake Morgan advised HSBC on the finance deal that supported the management buy-out. As well as HSBC, the MBO was facilitated by a number of other local firms, including Meridian Corporate Finance, which structured, led and project-managed the management buyout from beginning to end, law firms Trethowans, which acted for the company, and accountancy firm KPMG, which performed financial and commercial due diligence.
The management buyout (MBO) of CT Automotive, which was established in Portsmouth in 2000, sees two of the three original founders – Jason Philips and Oliver Whitfield – bought out of the business. The new management team consists of Scott McKenzie, managing director since 2014; David Wilkinson, group finance director since 2011; and Simon Phillips, co-founder and executive chairman.
Anthony Reed, HSBC’s Area Director for Hampshire & Dorset, commented: “HSBC has banked CT Automotive since 2000 and in that time the business has gone from strength to strength, undergoing a massive period of growth and employing more than 2,000 people. We would like to thank the team at Blake Morgan for their help in securing this latest round of funding – which means the management team can continue to grow the business and explore new markets.”
Steve Cole, Banking & Finance Partner at Blake Morgan, said: "We are pleased to have played a key role in this transaction, which further enhances our reputation as leading legal advisors on corporate and financial transactions in the region."
The key individuals in his team were Christian Hazelton (Corporate) and Laura Barrett (Banking and Finance).
CT Automotive has grown to a $100m revenue multinational group with manufacturing locations in Shenzen and Ganzhou in China, Istanbul in Turkey and Sunderland in the UK.
Boston Scientific Corporation (NYSE: BSX) announced a definitive agreement to acquire Symetis SA, a privately-held Swiss structural heart company focused on minimally-invasive transcatheter aortic valve implantation (TAVI) devices, for $435 million in up-front cash.
The Symetis portfolio includes the ACURATE TA™ and ACURATE neo/TF valve* systems for use in the treatment of high-risk patients suffering from severe and symptomatic aortic valve stenosis, which are sold in Europe and in other geographies outside of the United States. Symetis is also developing the ACURATE neo/AS** next generation valve system, currently in a clinical trial intended to serve as the basis for a future CE mark application.
This agreement to acquire Symetis follows the recent acquisition by Boston Scientific of certain Neovasc, Inc. manufacturing assets, and demonstrates the company's continued investment in structural heart through intellectual property, research and development, and manufacturing capabilities.
"The steps we are taking reflect our commitment to being a leader in TAVI and structural heart technologies now and over the long-term, as we broaden our portfolio and pipeline to address the needs of our global health care providers and their patients," said Ian Meredith, M.D., executive vice president and global chief medical officer, Boston Scientific. "The ACURATE family of valve products is strongly complementary to our cornerstone Lotus™ valve*** platform, and this compelling combination of technologies will allow us to provide interventional cardiologists and cardiac surgeons with multiple TAVI offerings for varying patient pathologies and anatomy."
Symetis is based in Ecublens, Switzerland, with approximately 300 employees worldwide.
"We are excited to be joining Boston Scientific," said Jacques R. Essinger, Ph.D. and CEO, Symetis. "We have great respect for the company's legacy and strong leadership in interventional cardiology, and we look forward to being part of driving further innovation across its diversified portfolio."
The acquisition is projected to close during the second quarter of 2017, subject to customary closing conditions.
On an adjusted basis, the transaction is expected to be immaterial in 2017, slightly accretive in 2018, and increasingly accretive thereafter. The transaction is expected to be less accretive (or dilutive, as the case may be) on a GAAP basis, due to amortization expense and transaction and integration costs.
The venture b.e. imaging GmbH, part of the Bender Gruppe GmbH, located in Baden-Baden, Germany, and SPL Medical B.V., located in Nijmegen, The Netherlands, have signed today an exclusive License and Distribution Agreement for the marketing of Combidex® (Ferumoxtran-10), a contrast-agent for the detection of cancer metastasis in the lymph nodes using MR imaging, in Germany, Switzerland and Austria. In addition b.e. imaging will invest in SPL Medical and will become a shareholder of the Dutch company from today, alongside the Radboud University Medical Center (Radboudumc).
SPL Medical, which has been incorporated in August 2015 as a spin-off of the Radboudumc in Nijmegen, is devoted to increase the accuracy of cancer diagnostics. Its product, Combidex®, together with MR imaging, can detect cancer metastases in the lymph nodes even of 2mm in size. This means that such cancer metastases can be detected much earlier and that the requisite therapy can be much more precise and increases patients’ quality of life significantly. This saves lives and reduces treatment costs. One of SPL Medical’s milestones is to start the registration process of Combidex® in Europe and other key regions at the beginning of 2017.
“We are very excited and fortunate to have such a promising collaboration with b.e. imaging. b.e. imaging has many years of experience in the distribution and marketing of special products for the Radiology and Urology market in Germany, Switzerland and Austria. Their knowledge of the contrast-media market and their strong commercial capabilities will strength SPL Medical and will further support its efforts to bring Combidex® to patients as soon as possible”, says Mr. Ari Aminetzah, CEO of SPL Medical.
“We at the Bender Group are convinced that we have found with SPL an ideal partner to complete successfully the developing process of Ferumoxtran-10. This substance will help to improve oncological MRI-diagnostics. As a manufacturer of generic but also highly innovative contrast media, we will continuously broaden our portfolio with products and solutions dedicated to fulfil our customers’ needs to improve efficiency and patient care. Just with our first proprietary innovation product, LumiVision® – Der LiquidKontrast (the only commercially available oral MR product for MRCP and abdominal imaging), we are eager to bring innovation and improved care to our clients with Ferumoxtran-10”, says Dr. Jürgen Feuerstein, Managing Director of b.e. imaging.
“The collaboration between b.e. imaging and SPL Medical is a great example for the efforts that the Radboudumc is deploying to bring its innovative technology to patients through spin-off ventures that, in turn, interact and collaborate with other corporations and research institutes worldwide. The aim of the Radboudumc is to have a significant impact on health care. We do it in many ways. SPL Medical is a great example of how a diagnostic solution with a high value for cancer patients can find its way to the global market”, says Dr. Dirkjan Masman, Chairman of the Board of SPL Medical and the Director of the Valorization Department at the Radboudumc.
With a profoundly deep understanding of law, Cui Qiang has accumulated extended experience as arbitral agent and litigator, and helped clients secure favourable results in most (over 95%) of the cases he has handled. In 2017 alone, he has been nominated as Rising Star by Asian Legal Business, and was recently selected as the youngest Panel Arbitrator of China Maritime Arbitration Commission (CMAC), one of the major maritime arbitration institutions in the world. Mr. Cui reveals the secret behind his high success rate with legal cases, the challenges he has overcome along the way, and the ways in which the landscape of dispute resolution in China is evolving.
What has been the biggest challenge you have faced in order to be as established as you are now? What advice would you offer aspiring lawyers, in order to help them overcome potential hurdles?
While lawyers are expected to solve clients’ demanding problems, some of which are inevitably industry-specific, almost every question to solve in the cases I handled in my early career was outside my boundary of knowledge. This has been the biggest challenge for me for quite a long time. For instance, when I represented an equity investor, I had to handle issues concerning reassessment of equity price; when I acted for Schindler Elevator, I had to figure out issues concerning deficiency of design, manufacturing and installation; when I assisted CapitalMalls Asia in its real estate-related disputes, I had to research foreign investment regulation, restrictions and administrative approval on real estate transfer.
In order to secure the most favourable results for clients, a qualified lawyer is expected and required to gain a profoundly deep understanding of the specific laws for the cases he or she dealt with and have solid industry knowledge to at least enable himself or herself to understand and exchange technical opinions with industrial professionals. This means that every case needs a tremendous investment of time and energy, and more substantively, concentration and patience.
Young associates are advised to take good care of each and every assignment from their partners and seniors. Success is rather a by-product of continuous pursuit of professional excellence than what one “deserves” solely for his or her outstanding talents. Take nothing for granted. Build up your career step by step. You will succeed in the near future.
What was your main motivation behind specialising in the legal sector?
Under the capacity of a commercial lawyer, my job is primarily to promote economic efficiency, say, to take advantage of my knowledge, logic power and intelligence in avoiding or reducing misunderstandings, settling differences, and improving usage of capital, property and goods. When I seat as an arbitrator, I have two goals in mind: improving economic efficiency on the one hand, and pursuing justice and fairness on the other hand.
How are you hoping to see the Chinese legal sector progress in the future?
The Chinese legal sector has already come into the era of professionalism: judges, procurators, arbitrators, lawyers, in-house counsels, and law professionals are mostly law school graduates. While certain group of legal professionals have caught up with international standards, the overall level of Chinese legal community is not so satisfactory. Clients may find it difficult to put all their trust onto their legal counsel; lawyers are not confident in predicting judicial judgments. To sum, a long march is yet to cover for the Chinese legal progress.
What further advantage did you get from when you obtained your masters? What aspects took you by surprise when you were studying towards it?
I obtained a LLM degree from Penn Law in 2013, where I had a systematic understanding of case law study. Distinct from Chinese legal system, common law contains an actually quite accurate and user-friendly mechanism and way of thinking. During the past five years, Westlaw, LexisNexis, Kluwer and other premier legal databases have consecutively entered into Chinese market. The Supreme Court of the PRC established websites to publish judgements and rulings. Chinese legal practice has been exposed to increasing influence of common law. Nowadays, more and more legal professionals study and take reference to case law, of which some cases have gained status of quasi precedents. The one-year study at Penn Law let me know the importance and implications of common law, which, in a broader sense, will contribute to a more transparent judicial environment for China in the days to come.
What would you claim is key to being successful in your role? Share with us your secret for the high win ratio (over 95%) of your team.
Our team has been following the principles listed above and benefit a lot from them.
What is the landscape of dispute resolution in China?
The caseload is quite large while amounts in dispute are increasingly big. Normally, the duration for dispute resolution proceedings on average is shorter than that of the US, UK, Singapore, Hong Kong and other developed jurisdictions. The transparency of procedure and fairness of case outcomes have been improved largely compared to those of 10 years ago. A noteworthy feature is that the number of arbitration cases have been rising with business community is more willing and likely to choose arbitration. During the past 30 years, Chinese court has established their arbitration-friendly standing. Only in exceptional situations, arbitral awards would be set aside or refused for recognition and enforcement.
Tell us about your firm, Commerce & Finance Law Offices or the connection between your success with your platform.
Commerce & Finance is a boutique firm highly specialised in providing bespoke legal solution for the capital chains. The practice areas of the firm include direct investment, VC, PE, M&A, IPO, international trade, anti-trust, and maritime, etc. The firm concentrates largely on legal matters within or closely connected with the capital chains, while paying little attention criminal defence, administrative litigations and other non-commercial legal affairs. As cases handled by our team are largely of commercial disputes, we have built and maintained a mutually complementary and supportive relationship with the transaction teams of the firm. In this regard, our clients, whether MNCs or local companies, do have full access to excellent legal support in both their transaction and dispute resolution.
CUI Qiang
Commerce & Finance Law Offices
Tel: 86-10-65693399
Phone: 86-13911457439
Fax: 86-10-65693838
Email: cuiqiang@tongshang.com
Partner at Commerce & Finance Law Offices, a leading PRC law firm headquartered in Beijing. His primary practice area is dispute resolution (arbitration and litigation) while he also advises clients on their daily operations especially for disputes-related issues.
Founded in 1992, Commerce & Finance is a pioneer and top competitor in the Chinese legal market. With 3 offices in Beijing, Shanghai and Shenzhen, and approximately 300 legal professionals, the firm dedicates itself to providing solutions at the highest international standard and solving the clients' most demanding problems in a cost-effective way.
Commerce & Finance has unparalleled experience in full range of practice areas, with special focus on dispute resolution, corporate investment & finance, and securities. The firm handles the most complex and high-profile matters, contentious and non-contentious, in China and beyond, and advises clients from a broad array of industries in both their daily operation and critical situations.
