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1 Employment Immigration and Pensions International newsletter December 2012 Contents Introduction Page 1 Introducing Clyde & Co s global immigration service Page 2 Clyde & Co Employment In a nutshell guides People s Republic of China Page 3 Hong Kong latest developments in employment law Page 5 Qatar: A right of entry? A right to work? A right to reside? A right of exit? Page 6 Employees sacrificing rights for shares Page 8 Meet Sara Khoja Page 10 Meet the contributors Page 11 Introduction It is now a year since Clyde & Co and Barlow Lyde & Gilbert merged, so creating one of the largest marketleading employment teams in London. The merged firm, Clyde & Co has 30 offices across 6 continents and is one of the very few firms that can offer truly global advice with dedicated employment teams in the key jurisdictions of the Middle East and Asia, with strong relationships with employment specialist firms elsewhere. We are also one of the few employment teams with a dedicated pension and immigration team. More information about our global immigration practice can be found in the first article of this newsletter. How can Clyde & Co help you with your international operations? By popular request, we have put together a series of handy in a nutshell guides on employment law for various jurisdictions across the world. We will be publishing one of these in each future issue of this international newsletter, starting in this issue with employment law in China, written by Matt Durham, employment partner in Shanghai. We re also putting together an international seminar programme for The international team will be delivering a series of seminars over the course of the year with an emphasis on international assignments we hope this will compliment and build on the successful international seminar series put on earlier in To kick off the year s programme, on 24 January 2013, Clyde & Co London will be participating in a panel session on Europe-wide restructuring projects with L& E Global, at our London offices. L&E Global, with whom we have a strategic partnership, is an integrated alliance of premier employment law boutique firms advising on all workplace law related matters that international employers may have to deal with. More information is available by clicking here. Finally, we hope you might like to get to know us us better. To that end, we will be asking our own lawyers a few questions (business and personal) and publishing their answers here. This time round, we have spoken to one of our partners in Dubai Sara Khoja who has revealed how she unwinds at the end of a long day in the office turn to page 10 for more details!

2 Introducing Clyde & Co s global immigration service Tim Richards, Associate in Clyde s London office, gives an outline of our global immigration service. Clyde & Co s global team of employment lawyers is complemented by a strong immigration law capability. With 30 offices across the world and a well established network of local correspondent firms, we are well placed to offer truly global immigration services. We specialise in advising international businesses on the recruitment, retention and transfer of employees. Immigration law is renowned as being one of the fastest changing and technical areas. We recognise that employers often need to move staff quickly and at short notice and so seek to deliver clear and concise advice to achieve the swiftest possible results. In today s global economy all international businesses need advice that offers integrated solutions to their global immigration and employment issues. Global coverage We are one of the very few firms that can offer truly global advice with dedicated teams in the key jurisdictions of the Middle East and Asia and strong relationships with like-minded specialist firms elsewhere, including in the US. Our international team members have considerable regional expertise, being multilingual and qualified in multiple jurisdictions. Each team contains locally qualified lawyers and they bring a depth of cultural understanding about how the local laws operate that can prove invaluable. This approach helps our clients find the most appropriate solutions for their business. Long established and dedicated offices worldwide Our dedicated London based immigration team has long been recognised by the legal directories and provides a full service covering all aspects of UK corporate immigration services as well as managing immigration issues globally. The London team regularly works with clients in transferring employees to countries such as Ghana, Luxembourg, the US and South Africa. Clyde & Co has one of the largest and longest established groups in the Middle East with over 140 lawyers working in Dubai, Abu Dhabi and Qatar and through an associate office in Saudi Arabia. We are one of only a handful of western firms to have a dedicated immigration and employment practice in China with an embedded presence in the region and offices in Shanghai, Hong Kong and Singapore. In India, Clyde & Co has an association with Clasis Law, a full service Indian law firm with offices in New Delhi, Mumbai and London. For the US, Canada and South America Clyde & Co is pleased to have a long established close relationship with Foster Quan LLP, the second largest specialist immigration firm in the US. Work permits required in order to work in most countries in the world As an example of our work, Emma Higham, associate based in Qatar explores in this issue of Clyde s International Employment newsletter, the basics of the Qatar immigration framework. The principles covered in the article often apply generally across the world and the business visitor or work permit conundrum is a classic example where international employers struggle to come to terms with the appropriate immigration routes. As Emma sets out, in Qatar and in most jurisdictions across the world, business visitors do not have a right to work in the relevant country, for any length of time no matter how short. If the employee will be working, which in itself can be difficult to define, a work permit or equivalent will generally be required. cost of getting it wrong can be substantial In most jurisdictions the cost to the business of choosing the wrong immigration paths can be significant. Not only is there potential for reputational damage, but there can also be fines, even criminal sanctions on responsible officers of the company and a hindrance to future applications being submitted by the organisation. Just as importantly, the individual employees themselves will encounter difficulties when submitting future applications and could even be the subject of a banning order or equivalent. In light of these considerations, we always seek to ensure full compliance for your business in order that key members of staff can be placed on the ground where and when you need them. If you would like further information please contact Jonathan Chaimovic or Tim Richards. 2

3 Clyde & Co Employment In a nutshell guides People s Republic of China The employment laws of the People s Republic of China ( China or PRC ) are based on statutory law system. There is no system of binding case-law precedent and also no requirement for the reporting of cases. There are primary pieces of national legislation, such as the Labour Contract Law 2008, and also local legislation at provincial or municipal level, as well as varying local practices. In general, PRC employment laws are very protective of employees. In particular, employers can only terminate contracts unilaterally if a specific ground prescribed by law exists and these grounds are limited. For example, there is no ground to terminate for under-performance, unless this can be categorized as incompetence. Against this general background, it is important to take great care in structuring and managing employment relationships and to think strategically about the issues that arise. Issues arising on hiring individuals Immigration and foreign nationals Foreign nationals must obtain a work permit and residence visa to work in China for more than three months, whether employed directly by or seconded to work for an entity in China. Foreign nationals are subject to PRC individual income tax whether employed directly by or seconded to work for an entity in China. Social insurance obligations now also apply to foreign nationals, whether employed directly by or seconded to work for an entity in China (a few exemptions apply e.g. German nationals). Employment structuring and documentation Chinese nationals working as full-time employees in China must have a written Chinese language employment contract governed by PRC law penalties apply for failure to do so. A subsidiary English version is permissible. PRC law contracts can be for a fixed term or open term employers tend to use fixed terms (1 3 years) because termination opportunities are limited, although there is a limit on the number of consecutive fixed term contracts. Foreign nationals can be employed directly by an entity in China (with a PRC law governed contract) or can be employed overseas and seconded to the entity in China. Representative offices of foreign companies cannot employ any staff directly for Chinese nationals a staffing agency must be used to hire staff; for foreign nationals secondment is normally used. Implementation of handbooks, rules and policies are subject to a consultation process with employees. It is not possible to contract out of mandatory provisions of PRC employment laws. In addition to national level laws and regulations, local regulations also apply (mainly provincial and municipal). Finally, part-time employees (less than four hours per day / 24 hours per week) are not covered by many of the statutory protections most issues (including termination) can be agreed by contract. Issues arising during the employment relationship Wages, leave and working time Minimum wage requirements apply and the exact amount, which is reviewed annually) varies by location in Shanghai (from April 2012) this is RMB 1,450 per month. Employees in principle are entitled to paid overtime (or in some cases time off in lieu) after 40 hours per week some exemption schemes apply for specific categories of employee such as management staff, transport employees, travelling sales people and security personnel. It is also common, but not mandatory, to pay a 13th month salary as a form of bonus. 3

4 In terms of working time, employees are entitled to a minimum of one day s rest per week. After one year s work (during their career) full-time employees are entitled to a minimum annual leave entitlement of 5-15 days per year the exact amount varies according to total years worked. Medical treatment leave applies exact entitlements vary by location and years of work, although salary can be reduced during medical leave. Maternity leave also applies the basic minimum is three months with extensions in specific circumstances. Further, female employees are exempt from termination (except summary dismissal) from pregnancy to one year after birth of child. Finally, marriage leave applies (three or ten consecutive days, including weekends) depending on the age of employee. Labour unions Employees can require their employer to establish a labour union within the company (or branch) and union representatives must attend board meetings on HR related matters and can generally represent employees. Unions must be registered with the All China Federation of Trade Unions. Industrial action is neither expressly permitted nor forbidden, but increasingly an issue or risk in practice. Tax and social insurance Employees have an obligation to pay individual income tax on their remuneration on a monthly basis. Employers have a separate independent obligation to withhold and pay this to the tax authorities on a monthly basis. Employer and employee have statutory obligations to make contributions to various social insurance and welfare funds. The exact funds and calculation of contributions varies by location, but typically include: housing, medical, pension, unemployment, work-injury and maternity. Whistleblowers Employees have a right and obligation to report unlawful activities to relevant authorities. Issues arising on termination of the employment relationship Business transfers There is no automatic transfer of employees with a transfer of business or assets employees must terminate their employment with the seller and enter into a new contract with the buyer. Discrimination There is no statutory definition of discrimination, but discrimination on the grounds of nationality, race, sex, religious belief, disability and infectious disease is recognized and prohibited. Sexual harassment of women is also prohibited. This area of law is not sophisticated but claims are increasing. Terminating employment During the probation period an employer can terminate without notice (if an employee fails to fulfill recruitment criteria) and an employee can terminate with three days notice. Thereafter, employees can resign at any time by giving notice (normally 30 days). Employers can only terminate for specific grounds prescribed by law, which are limited for example, there is no ground for under-performance. Permitted grounds without notice or severance include: serious breach of employer rules and policies; serious dereliction of duty or graft causing substantial harm to the employer; and criminal prosecution. Permitted grounds with notice and severance include: incompetence (after training and/or re-assignment of duties); failure to return to work after statutory medical treatment leave for non-work related injury or illness; and major changes in circumstances which render the contract unperformable. Redundancy can only apply in specific mass lay-off circumstances (minimum 20 employees) when the employer faces financial or operational problems consultation with employees and severance apply. The statutory severance referred to above is one month s salary per year of employment, although a cap applies to salary periods of employment from 2008 onwards. The remedy for unfair dismissal is either double severance (per above calculation) or reinstatement of the employment the employee is entitled to request his/her preferred remedy. If you would like futher information please contact Matt Durham. 4

5 Hong Kong latest developments in employment law Jezamine Fewins, Counsel and employment law expert based in Clyde s Hong Kong office outlines some possible changes to Hong Kong employment law over the next six to twelve months. Possible increase in the minimum wage The Minimum Wage Commission set up to review the statutory minimum wage agreed in late September 2012 that the minimum wage should be increased from HK$ 28 per hour to HK$ 30 per hour. The Commission submitted its recommendations to the Chief Executive at the end of October The Chief Executive has now adopted the recommendation of the Minimum Wage Commission that the statutory minimum wage should be adjusted to HK$30 per hour. The Chief Executive has also confirmed that the amendment will come into force on 1 May The Minimum Wage Ordinance (Amendment of Schedule 3) Notice 2012 was published in the Government Gazette on 14 December The amendment will be tabled at the Legislative Council on 19 December New rights to paternity leave for government employees may lead to paternity leave for other employees Since 1 April 2012, new fathers who are full time government employees who have more than 40 weeks continuous service are eligible to take 5 days paternity leave on full pay. Recently the Labour Advisory Board gave its endorsement for men in the private sector to be be paid for 3 days of paternity leave. Like mothers in Hong Kong who are on statutory maternity leave, fathers who will enjoy paternity leave will be paid at the same rate i.e. four fifths of their salary. It was also agreed that unmarried men may also enjoy the benefit as long as they can prove that they are the father of the child. Employers in Hong Kong have fought against plans to provide paternity leave to working fathers claiming that it will raise labour costs and will place them under an unnecessary burden. No timetable has yet been given as to when the draft bill will be introduced If you would like further information please contact Jezamine Fewins. 5

6 Qatar: A right of entry? A right to work? A right to reside? A right of exit? Emma Higham, Senior Associate and immigration expert based in Clyde s Qatar office sets out the basics of Qatar immigration law. Qatar s population has more than doubled from around 600,000 in 2000 to in excess of 1,500,000 at the end of It is among one of the most prosperous countries in the world and one of the fastest growing economies in the Middle East. With the influx of people moving to Qatar it is important for workers and employers to understand the laws that apply to immigration. Law No (4) of 2009 sets out regulations under which expatriates may enter, exit, work and reside in Qatar. The Immigration Department of the Ministry of Interior and the Labour Department of the Ministry of Labour are the main agencies of administration. The law defines an Expatriate as any individual entering Qatar who is not a Qatari national. Unless an individual is a Gulf Cooperation Council (GCC) national he or she must be sponsored by either a Qatari national or an entity registered to undertake business in Qatar. This arrangement does not lend itself to short term or casual employment arrangements. It is also important to note that there are laws and regulations in place to encourage the employment of nationals, known as Qatarisation. Right of entry? There are three main ways for an individual to enter Qatar: Tourist, Visit or On-Arrival Visas Nationals of thirty-three countries can currently enter Qatar on an on-arrival visa issued for a fee at the Qatar International Airport. Gulf Cooperation Council nationals or holders of certain Gulf Cooperation Council resident s permits can enter on this basis alone. The visas are issued for thirty days and can be extended for a further thirty days at the discretion of the immigration authorities. On the expiry of the initial or extended thirty day period an individual must leave Qatar but can then re enter (same day if necessary) and be issued with a new visa. Nationals from outside the thirty-three countries must either arrange for a tourist visa through a Qatar based hotel where they must remain during their stay in Qatar, or a visit visa through the Qatari Embassy responsible for their relevant jurisdiction. Visit visas may be applied for and obtained before entering Qatar. Details may be found on Qatar Embassy websites. Business Visas Business visas must be applied for in advance of an individual entering Qatar. A Qatari entity approved to issue business visas in Qatar, eg. a wholly owned Qatari entity, a foreign entity working in association with the Qatar Government, etc. may issue a business visa. Alternatively the Qatari Embassy responsible for the individual s relevant jurisdiction may issue a business visa. A letter of support from a Qatari national or registered entity must be submitted in support of the application. Visas are normally issued for one month, but can be extended by the immigration authorities by discretion. Visas may be multi entry. Work Permit Work permits may only be applied for by an individual or entity registered with the Qatar employment authorities. These applicants are known as the workers sponsors (Sponsor). Sponsorship and Immigration are interlinked in Qatar. Once a Qatari entity has been issued with an immigration card it may register with the Labour Department and submit block visa allocation applications to bring individuals into Qatar to work for it alone. Under Qatar law individuals must be sponsored and employed by the same individual or entity. Qatari nationals can also sponsor their workers. A block visa allocation application must state the gender, nationality and job title of the workers a Qatari entity or individual wishes to employ. Once the block visa allocation has been approved by the Labour Department passport copies and appropriate education certificates must be submitted to the Immigration Department in order for each worker to be 6

7 issued with his or her work permit. The employer must then apply for the worker s residency. Right to work? Holders of tourist, visit or on-arrival visas may not work in Qatar. Business visas allow the holders to represent themselves or their companies, but not to work. ONLY a holder of a valid work permit may work lawfully in Qatar. Holders of resident s permits may work but ONLY for their sponsors. Contract working is not permitted. Individuals holding family residencies must apply for, and be issued with, work permits to work, subject to some exceptions, eg. the Qatar Financial Centre (QFC). Part time workers can work, subject to the permission of their sponsor/employer, for a Qatari national or an entity registered to undertake business in Qatar. Right to reside? Resident s Permit Individuals who wish to work and reside in Qatar should apply for a resident s permit. A work permit must have been granted to an individual before such an application can be made. It must be the worker s sponsor who applies. It is usually issued for one year initially and then two years going forward. Dual residency is permitted by discretion in Qatar; individuals must hold senior positions in both sponsoring entities which should have the same name. Family residency Where an individual holds a valid Qatari resident s permit he or she can apply to sponsor their spouses and dependent family members. The resident will have to demonstrate to the immigration authorities that he or she is appropriately employed with sufficient funds (currently 10,000 Qatari Riyals) to do so. Sponsorship transfer Residency may be transferred between sponsors, subject to the discretion of the immigration Department. In order to transfer sponsorship an individual must hold a resident s permit which has been valid for more than 12 months, a sponsor s letter of no objection (NOC) and a clean Police Report. Where no NOC is provided (there is no obligation to provide and no right of provision) an individual may not work in Qatar, ie. be sponsored and employed in Qatar, for a period of two years, although appeals can be made to the Human Rights Department of the Ministry of Interior. Where individuals do not have a resident s permit which has been valid for more than 12 months, provided they hold an NOC, they must leave Qatar and re-enter on either a visit or business visa or a work permit in order for their new sponsors to be in a position to apply for a resident s permit. Liability During the period of time in which the individuals resides in Qatar he or she will have a Sponsor for Residence (Sponsor) who will be legally responsible for them, including obtaining and renewing resident s permits and associated registrations. A Sponsor will not be liable financially for any of the obligations of the individuals it sponsors unless it specifically agrees to guarantee such obligations. Right of exit? Individuals entering Qatar other than on a tourist, visit or on-arrival visa MUST obtain an exit visa from their Qatari sponsor in order to leave. Business visa holders may require an exit visa for stays in excess of 14 days; penalties are levied for over-stays. Workers require an exit permit to leave Qatar and unless a re-entry visa is obtained the work permit will cancel automatically on exit. The holders of resident s permits may be issued with multi-exit visas at the sponsor s discretion. Immigration submissions In addition to the various processes and authorities referred to and mentioned, respectively, above, entrants to the Qatar job market should be aware that education certificates, employment arrangements, marriage and birth certificates, Police Reports and any additional documents which may be requested from time to time will need to be notarised, legalised and authenticated in the originating country for use in Qatar. Qatar is not a signatory to the Hague Convention and so this process can be lengthy and expensive, especially where there is no Qatari Embassy in the country of origin. Note: Qatari Laws (save for those issued the Qatar Financial Centre to regulate internal business) are issued in Arabic and there are no official translations, therefore for the purposes of drafting this article we have used our own translations and interpreted the same in the context of Qatari regulation and current market practice. If you would like further information please contact David Salt or Emma Higham. 7

8 Employees sacrificing rights for shares Adam Lambert, Employment Partner, and Ruth Bonino, Professional Support Lawyer in Clyde s London office outlines the latest in the UK government s proposals for change in UK employment law. The UK Government has given the go-ahead for a controversial new proposal the employee-shareholder. This new form of employment status may be available for employers to offer to new hires from as soon as 6 April The concept is simple: employees will give up certain employment protection rights in return for part ownership in their employer s business in the form of shares, provided they are worth a minimum of GBP 2,000. Although the Government will consult separately on tax it is understood that the shares up to a value of GBP 50,000, will be exempt from capital gains tax on a disposal of the shares, but subject to income tax and national insurance contributions when the shares are acquired. The employee-owner will have to give up the right to unfair dismissal (except where the dismissal would be automatically unfair, such as for whistleblowing or in connection with a TUPE transfer). The employee-owner would also have only limited rights to request flexible working and, if an employee of a larger company, would lose the right to request training. There would be no right to statutory redundancy pay on dismissal. The employee-owner would be required to give 16 weeks notice to return early from maternity, adoption or additional paternity leave, rather than the usual eight. A key issue for both parties will be the arrangements on dismissal or resignation. The Government s consultation paper proposed that the employer may choose to include a forfeiture clause requiring the employee to surrender shares at a reasonable value when their employment ends. The Government has said that the arrangements in relation to the shares will be a contractual matter between the employer and the employee there will be no restriction on the type of shares which can be issued or the rights which apply to them, although this could affect their value of course. This also means that there will be no restrictions on the provisions regarding share valuation or buy back of shares, although the Government still appears to be considering its options on this point. What these proposals mean in practice The response to the Government s consultation, published on 3 December, reveals that 92% of respondents to the consultation viewed the plans in a negative or mixed way. Also, that unemployed people may lose their benefits if they reject an offer of work on an employee-shareholder basis, unless they have a good reason for doing so. The new status will be optional for existing employees, but both established companies and new start-ups can choose to offer this type of contract for new hires on a take-it or leave-it basis. Some large companies have already indicated that this new type of arrangement will not work for them and many employers will be deterred by the cost of running such a scheme. A further deterrent for employers will be the cost of share valuations and any requirement to buy back shares these details will be for the parties to agree but such provisions could deter an employer from dismissing unsuitable or unwanted employees, even though they have sacrificed unfair dismissal rights. It is possible that some start up and growth companies in certain industry sectors may find the new arrangements attractive, particularly where the company already uses employee share schemes. Although there may be startup costs, once a share scheme is properly running, an employer may start to experience the benefit of the waiver of rights, particularly when it needs to carry out redundancies. 8

9 Whether an employee will wish to accept a particular job with limited rights will depend on the value they attribute to unfair dismissal or redundancy protection. Skilled employees may consider it is worth sacrificing some employment protection in return for shares. An employee who signs away his employment protection rights on termination of employment under a compromise agreement must receive advice from an independent advisor on its terms and effect. No such similar arrangement is proposed here, but many will argue that potential employee-owners should be protected in the same way. However, the Government has now promised that it will issue guidance on the employment law and tax implications of the scheme, so this guidance will be available to individuals considering taking up a job offer on this basis. We now await further details on the tax proposals and on any further proposals in relation to forfeiture and valuation. Once these proposals are made clear, Clyde & Co will be in a better position to offer advice and training on how the new proposals will work and whether they would be suitable for your organisation. If you would like further information please contact Adam Lambert or Ruth Bonino. 9

10 Meet Sara Khoja Sara Khoja Greatest accomplishment/memorable moment: When did you start with Clyde & Co? January I can genuinely say that my career in Dubai has been full of memorable moments: buying my first car (BMW 630i), meeting my husband, and making partnership. Partner, Dubai How did you get here? BA joint honours, Law with European Law and Politics at Nottingham College of Law (York) LPC Assistant Language teacher as part of the JET programme in Sendai Shi Japan Trained at Hewitsons in Cambridge Moved to London to Bracher Rawlins as an NQ Worked at Field Fisher Waterhouse before joining Clydes in Dubai Briefly describe your day in Dubai: I drive to work. The week runs from Sunday to Thursday and the working week starts early at 8.30, with Government offices opening at 7am. Many of my client contacts are based in the US or Europe which means that due to time differences I often take calls on my mobile in the evening or on Friday. With locally based clients it s important to maintain contact as personal relationships are key and clients are more interested in you as an individual than necessarily the brand or company you work for. If you could relive the last ten years, would you do anything differently? I can t think of anything never complain, never explain! How would a colleague describe you in three words? Approachable Driven Direct How do you unwind after a long day in the office? Eating Haagen Daz Praline and Cream ice cream and watching TV series including Frasier, Entourage, Dexter and the Mentalist! Where do you see yourself in ten years? In Dubai, having hopefully contributed to the development of employment law in the region and especially with regard to the employment of women and the application of best practice and international standards. Major challenges you have faced and how you dealt with them: I am originally from this region and am bilingual but having trained and worked in a common law jurisdiction, moving to a region consisting of civil law jurisdictions required me to get to grips quickly with the system consisting of codified laws, and the absence (for the most part) of binding precedent. I was also the first dedicated employment lawyer in the Middle East regional offices. I worked hard to build up know how and learnt a great deal from my Arab colleagues who are lawyers trained in Lebanon, Egypt, the UAE and KSA. 10

11 Meet the contributors Robert Hill Partner, London E: Nick Dent Partner, London E: Nick Elwell-Sutton Partner, London E: Adam Lambert Partner, London E: Jonathan Chaimovic Consultant, London E: Tim Richards Associate, London E: Ruth Bonino Professional Support Lawyer, London E: Sara Khoja Partner, Dubai E: Rebecca Ford Partner, Dubai E: Emma Higham Senior Associate, Qatar E: Matt Durham Partner, Shanghai E: Jezamine Fewins Counsel, Hong Kong E: Yoga Vyjayanthimala Partner, Singapore (Clasis LLC) E: Jenni Priestley Partner, Sydney E: Shalini Agarwal Partner, India (Clasis Law) E: Caroline Malo Partner, Montreal E: 11

12 Abu Dhabi PO Box th Floor West Tower Abu Dhabi Mall Abu Dhabi, United Arab Emirates T: F: Caracas Tercera Avenida Entre Sexta y Séptima Transversal Quinta Clydes Urbanización Los Palos Grandes Chacao Caracas Venezuela T: / F: / Dar es Salaam 11th Floor, Golden Jubilee Towers Ohio Street PO Box Dar es Salaam, Tanzania T: +255 (0) F: +255 (0) Doha Qatar Financial Centre 13th Floor West Bay PO Box Doha, Qatar T: F: Dubai Po Box 7001 Level 15, Rolex Tower Sheikh Zayed Road Dubai, United Arab Emirates T: F: Guildford 1 Stoke Road Guildford GU1 4HW United Kingdom T: +44 (0) F: +44 (0) Hong Kong 58th Floor Central Plaza 18 Harbour Road Hong Kong T: F: Clyde & Co LLP offices and associated* offices London The St Botolph Building 138 Houndsditch London EC3A 7AR United Kingdom T: +44 (0) F: +44 (0) Manchester Chancery Place 50 Brown Street Manchester M2 2JT United Kingdom T: +44 (0) F: +44 (0) Montreal 630 René-Lévesque Blvd. West Suite 1700 Montréal Quebec H3B 1S6 T: F: Moscow Clyde & Co (CIS) LLP Khlebniy pereulok, Building Moscow Russian Federation T: F: Mumbai* Clasis Law 1202B One Indiabulls Centre Tower 2B, Floor 12B 841 Senapati Bapat Marg Elphinstone Road Mumbai India T: F: Nantes 11 Place Royale Nantes France T: +33 (0) F: +33 (0) New Delhi* 14th Floor Dr. Gopal Das Bhawan 28 Barakhamba Road New Delhi India T: F: New Jersey 200 Campus Drive Suite 300 Florham Park New Jersey United States T: F: New York The Chrysler Building 405 Lexington Avenue New York United States T: F: Oxford Rowan Place 3140 John Smith Drive Oxford Business Park Oxford OX4 2JZ United Kingdom T: +44 (0) F: +44 (0) Paris 134 Boulevard Haussmann 75008, Paris France T: +33 (0) F: +33 (0) Perth Level 14, Governor Stirling Tower 197 St Georges Terrace Perth, WA 6000 Australia T: F: Piraeus 10 Akti Poseidonos Piraeus Greece T: F: Rio de Janeiro* Av. Rio Branco No Centro, Rio de Janeiro CEP Brazil T: F: Riyadh* Tatweer Tower 3, 9th Floor King Fahad Road Riyadh, Kingdom of Saudi Arabia PO Box T: F: São Paulo Rua Padre João Manuel, ander, cj 24 CEP Sao Paulo-SP Brazil T: +55 (11) F: +55 (11) San Francisco 101 Second Street 24th Floor San Francisco, CA United States T: F: Shanghai Level 23 Shanghai Two IFC 8 Century Avenue Shanghai, PR China T: F: Singapore 21st Floor Springleaf Tower 3 Anson Road Singapore T: F: St. Petersburg* Musin & Partners Apt. 2, 23 Roentgena Street St. Petersburg Russia T: F: Sydney Level 27, Suite George Street Sydney, NSW 2000 Australia T: F: Toronto 390 Bay Street Suite 800 Toronto Ontario M5H 2Y2 T: F: Tripoli PO Box: Office, Floor 14th Tripoli Tower Tripoli, Libya T: Further advice should be taken before relying on the contents of this Newsletter. Clyde & Co LLP accepts no responsibility for loss occasioned to any person acting or refraining from acting as a result of material contained in this summary. No part of this summary may be used, reproduced, stored in a retrieval system or transmitted in any form or by any means, electronic, mechanical, photocopying, reading or otherwise without the prior permission of Clyde & Co LLP. Clyde & Co LLP is a limited liability partnership registered in England and Wales. Authorised and regulated by the Solicitors Regulation Authority. Clyde & Co LLP 2012 Clyde & Co LLP CC December 2012