Advokatfirmaet Selmer DA

Transcription

1 selmer ANNUAL REPORT 2012

2 selmer ANNUAL REPORT 2012 Editor: Per Inge Sandvik Leirmo Design: Work in Progress / Torgeir Hjetland Photography: Mathias Fossum & Fred Jonny (p. 2, 8 and 18) Printer: Göteborgstryckeriet Paper: Scandia 2000 Advokatfirmaet Selmer DA

3 contents Selmer was founded in We quickly became an important CHALLENGER TO THE ESTABLISHMENT All time high Selmer in Social Responsibility Directors report While other law firms had existed for over a hundred years, we could offer FRESH THINKING AND A NEW PERSPECTIVE Expertise & market recognition Rating Accounts Up & Coming Today Selmer is one of Norway s leading legal practices 12 our people 22 partner OVERVIEW 14 Knowledge Management 24 Media coverage

4 P. 9 ALL TIME high The year 2012 was Selmer s best ever, with turnover of NOK 400 million and corresponding positive year-end results. We continued our longterm work of building the firm by streamlining its organisation. We now have a stronger organisation well suited to handle our commitments. We continued to focus on recruiting young and talented employees, while managing to attract experienced lawyers and partners to several of our areas of practice. Continuous recruitment and talent development are two of the most important tools in our efforts to achieve our long-term goals. In 2012, we advised numerous high-profile and demanding assignments, some of which we discuss in the following pages of this report. The capacity utilisation rate for all our areas of practice has been high, particularly in corporate, banking/finance/ insurance, real estate, renewable energy, TMT and shipping advising. The work has mostly related to transactions, stock exchange/securities, competition law, financing, restructuring and dispute resolution. According to Mergermarket s statistics, our proportionate share of transactions in the Norwegian and Nordic markets has been stable in the last few years. This visibility is important from a Nordic perspective and positive for our international work generally. An increasing number of our clients are foreign players and Norwegian clients who have international focus. Our employees are among the best in their areas of expertise, and their implementation skills and ability to create value for our clients constitute Selmer s key elements for success. Our reputation and recognition in the market is growing. This has resulted in several top rankings by international ranking agencies as well as recognition from our clients through the research company Prospera s annual survey. We are proud that in 2012 we received Chambers and Partners Client Service Award, a first for a Norwegian law firm. Throughout the years, Selmer has attained solid industry and market knowledge, as well as high-level expertise in all our practice areas. Our capabilities, combined with good commercial knowledge and international experience, results in an effective handling of each individual assignment. Our focus on financial advice as a supplement to our legal services where lawyers and financial advisors work together to meet client needs provides a unique perspective and more precise advising. How the market develops in 2013 remains to be seen, and macroeconomic conditions are still uncertain. We believe that, with our business model and collective expertise, we are well positioned to successfully carry out the assignments our clients entrust to us, regardless of the global situation. We continually challenge ourselves and thank our clients for engaging us in exciting assignments that have contributed to our positive development. We appreciate the confidence you have shown us by selecting Selmer as your advisor for the performance of all small and large assignments in Managing Director Steinar ter Jung

5 P. 10 Selmer Annual Report 2012 P. 11 SElmer in 2012 Q1: Selvaag Bolig ASA becomes the largest real estate development company on the OSE Close cooperation between Selmer s Securities and Financing teams and our long-term Real estate team client Selvaag Gruppen AS set the stage for Norwegian real estate development giant Selvaag Bolig ASA s listing on the Oslo Stock Exchange. Filing for an initial public offering (IPO) took place in April Our Financing team advised Selvaag Bolig ASA on the necessary restructuring and financing in preparation for the IPO. When it closed in June, it was the first standalone IPO in Norway in 2012, with total gross transaction proceeds totalling approximately NOK 550 million and a market capitalisation of approximately NOK 2 billion. In addition to its size and nature, the transaction was recognised for being feasible under turbulent market conditions. It is also a good example of how the Norwegian bond market has expanded beyond its traditional sector, oil and gas, as a funding source for the real estate sector. Mikkel Vislie is the key client contact. The Securities team consisted of Lars Knem Christie, Gunnar Eckhoff and Jon Fredrik Johansen, and the Financing team consisted of Einar Grette and Vegard Steine. Q1 Q2: Chambers Client Service Award Advokatfirmaet Selmer was given the Client Service Award for best Norwegian law firm. In its rationale for choosing Selmer, Chambers Europe says: Selmer wins the Client Service Award on the basis of receiving particularly glowing praise from its clients and providing outstanding client service, whoever the client and whatever the size of the deal. Research and analysis firm Chambers and Partners is the publisher of one of the world s largest guides to the legal profession, The World s Leading Lawyers for Business, the Client s Guide. It has an outstanding reputation for the depth and objectivity of its analytical work. Chambers has over 100 full-time researchers who conduct thousands of lawyer and client interviews all over the world. Q2 Q3: Outdoor clothing giant purchased by Canadian PE fund Selmer was on board when the majority stake (75 percent) of Helly Hansen AS, the iconic Norwegian designer and marketer of highperformance outdoor clothing, was purchased by the private equity investment division of the Ontario Teachers Pension Plan. Seller Altor Fund II retains a 25 percent equity stake in the company. Helly Hansen generated revenues of NOK 1.6 bn in 2011, is based in Oslo and has about 500 employees. The Canadian fund s financial backing and global footprint is expected to be of great value as Helly Hansen s management seeks to expand the brand internationally, particularly in North America. Selmer acted as legal advisor to Nordea Bank Norge ASA (Norway s second largest bank) in providing a creative financing package, where portions of the initial loan financing were converted into bonds after completion of the purchase. Selmer s team consisted of financing lawyers Einar Grette, Tor Herdlevær and Espen Gulbrandsen and Corporate lawyer Per Arne Dæhli. Q3 Q4: Sale of the Statoil building at Fornebu After tough but fruitful negotiations with Selmer advising seller IT Fornebu Properties AS, the landmark, state-of-the-art Statoil Building (housing Statoil ASA, Norway s largest company) at Fornebu was sold to a consortium consisting of the U.S. investment company Madison International Realty, IT Fornebu Properties and other investors. The seller keeps a 30 percent stake in the 66,800 square-meter building. Statoil remains the only office space tenant, with a 15-year lease agreement valued at NOK 195 million. The Fornebu area is situated on a peninsula in the Oslo Fjord just outside the city of Oslo and is considered as one of the most important development areas in Norway. The sale price in excess of NOK 3 billion places it at the top of single building sales in Norway and the third largest real estate transaction in Selmer s Real estate team consisted of Andreas Rørvik, Lars Weyer-Larsen, Thomas Reppe Wetting, Andreas Frislid and Lars- Petter Weyer-Larsen. Q4

6 P. 13 Expertise & market recognition Throughout our short history we have strived to work in innovative ways, constantly among the first to adopt new ideas One of these is a company structure that includes both accountants & FINANCIAL ANALYSTS. unique in the Norwegian legal industry, enabling us to give interdisciplinary advice that other firms cannot Quotes from CHAMBERS : This firm has a strong reputation for banking and finance, working on major financing deals both in Norway and internationally 2: This large corporate/m&a team maintains its strong market position, acting for clients such as Accent Equity Partners and ubs Global Asset Management. Most of its work is cross-border, particularly involving the Nordic countries, the UK and North America. 3: This employment team has been busy recently on restructuring and downsizing projects, overtime issues and pensions 4: This strong team provides advice across the breadth of competition, state aid and procurement law 1 Banking, finance & insurance We have expertise within all types of financing, including frameworks for financial institutions, negotiations and document preparation in relation to financing of vessels, rigs, real estate and company acquisitions, securities handling, financial institutions sale and marketing of financial products, as well as compliance regulations. 2 Corporate & M&A Selmer s areas of emphasis are advisory in corporate matters, company law, sale and purchase of businesses, joint ventures and corporate governance. We are leading transaction advisors and enjoy great international recognition in this area. 3 Employment We handle all aspects of employment and pension law and possess expert knowledge regarding reorganisations, workforce reductions and pension. We work closely with our other practice areas. Our lawyers have previous experience from, among others, the Norwegian Ministry of Labour and Social Inclusion, the European Commission, the Federation of Norwegian Commercial and Service Enterprises and the Company Federation of Small Businesses. 4 Europe & competition Selmer has broad experience in competition law, state aid, public procurement and free movement of goods, services, capital and persons (the four freedoms). Our combination of lawyers and economists gives us an advantage in competition and state aid cases, where financial considerations are often essential to positive results. Financial analysis & transaction support As the only law firm in Norway, Selmer has a team of accountants and financial analysts who specialise in transaction support, financial analysis and advice related to restructuring and investigation. This multidisciplinary approach is unique and contributes to increased understanding of the market, flexibility and implementation ability, which in turn leads to better solutions and added value for our clients. Litigation & dispute resolution Selmer s lawyers have long and extensive experience with a variety of dispute resolution methods. Our lawyers possess broad experience in both court proceedings and arbitration and are often chosen as arbitrators. We litigate regularly within various business law and private law areas for both domestic and international businesses, public authorities and private individuals. We have the expertise necessary to see complicated litigation cases through.

7 P. 14 Selmer Annual Report 2012 P. 15 5: This large restructuring and insolvency team has the expertise, resources and marketleading reputation to win major cases. It covers the full range of matters, both domestic and international 6: This firm is highly respected for its work in the oil and gas sectors. It advises its impressive roster of domestic and international clients on regulatory and transactional matters 7: This large firm acts on a substantial share of the real estate deals in Norway. In addition to its primary transactional practice, the firm s smaller construction group allows it to follow projects from beginning to end 8: This talented team maintains its strength on transactions in the electricity sector, acting on sizeable mandates for highprofile names (...) 9: This up-and-coming firm has been active on the tax aspects of various M&A and real estate transactions recently (...). Selmer also boasts a thriving tax litigation practice (...) 10: This firm focuses on providing transactional and commercial IP advice. It has a strong track record in patents and has been expanding its trademark-related activity of late. 5 Insolvency, restructuring & investigation Selmer is considered a leading law firm within restructuring, insolvency and investigation, and we assist both domestic and international companies with financial restructuring, independent investigations and legal issues related to insolvency. Our advisors also handle complex and comprehensive bankruptcies and debt negotiations. 6 Oil, gas & offshore We advise oil and gas companies, suppliers and the Norwegian authorities in all phases of petroleum activities. Selmer also offers advice in all types of activities related to offshore, shipping and shipbuilding. 7 Real estate Selmer works continuously with the leading real estate players in Norway both owners, facilitators, developers and the construction industry handling all types of issues and projects. We advise in numerous property transactions, construction projects and project development for commercial, residential and vacation properties. 8 Renewable energy 10 Technology, media & telecom Our lawyers have extensive experience with the legal aspects of the technology, media and telecom industries. We assist leading domestic and international players in connection with M&A and other transactions or changes, purchase and sale of products and services, regulatory framework, contract law, dispute resolution, intellectual property rights (IPR) and general company law issues. Rating Banking & Finance (inc. shipping finance) Corporate and M&A EU and competition Electricity, nuclear and renewable Employment Insolvency and corporate recovery Intellectual property and TMT Selmer has for several years been ranked as a leading advisor within the energy sector. We advise public authorities and decisionmakers, hydropower players and others involved in the renewable energy segment. Our advisory is often conducted in cooperation with our other areas of expertise, such as Taxes and duties, Banking and finance, Competition law and Financial analysis and transaction support. 9 Taxes & duties Our experts have long and versatile experience in the public and private sectors in Norway and are amongst the best in the country in this field. We have a strong international focus. Our considerable knowledge of the interplay between taxes, duties and accounting is the basis for our ability to deliver seamless advice in these fields, with an expertise and a unique approach lawyers traditionally have not had. Offshore construction and shipbuilding Oil and gas Real estate and construction Tax The leading positions of our practice areas in the Norwegian market is confirmed through the international rating agency Legal 500 s annual rankings. 3 Tier 1: Leading Tier 2: Highly recommended Tier 3: Recommended 2 1

8 P. 17 PARTNERS SENIOR LAWYERS our people SENIOR ASSOCIATES ASSOCIATES ANALYSTS ADMINISTRATION Number of employees in 2012: 182 New employees in 2012: 17 Average age: 37 FEMALE MALE 2012 An equal gender distribution creates a better work environment. We aspire to achieve perfect balance throughout the entire organisation, and we are strategically focusing on our female workforce through our talent development programme. Selmer is also an Alarga partner company. Alarga is a non-profit organisation that strengthens competitiveness in the business sector by recruiting talented master students with multicultural backgrounds for Norwegian companies. NEW EMPLOYEES: 01 Catharina Bartz- Johannessen 02 Kristiane Aarvik 03 Rony Solaiman 04 Sten Anders jacobsen 05 Ingeborg Eek 06 Tonje Ørnholt 07 Sissel Mølmen 08 Mette Gottschalk 09 Ingar Solheim 10 Margrethe Staal 11 Pavan Saeed 12 Robert Sveen 13 Stian Skaug

9 P. 18 Selmer Annual Report 2012 P. 19 Knowledge management Social responsibility Changes in client demands Today, we are faced with different requirements and expectations regarding our knowledge management than only a few years ago. The financial crisis, new technology, globalisation and digitalisation have all contributed to changes to assignment processes. We also face the expectation that our deliveries turn around more quickly, with increasingly higher levels of quality and greater price differentiation. In order to better meet these expectations and requirements, we are now investing heavily in the development of new systems and methods for more effective knowledge sharing internally and externally; autumn of 2011, we established a new administrative function for knowledge management (KM). Knowledge management and business development Based on the existing platform for competence building and knowledge management at Selmer, we are, through our new KM function, building additional value and contributing to business development that benefits our clients. While developing our KM systems, we are focusing more attention on the fact that different clients and assignments require different kinds of KM tools. We are continually working to establish new and better systems and methods that meet all needs, from standardisation and automation of document preparation to development of innovative and creative legal products. An important and growing expectation is that we spend less time on document preparation and gain quicker access to information and expertise in order to manage our assignments more effectively. Therefore, we have invested in the development of our own document databases, supplemented by external systems that offer automated solutions. We also implemented our own intranet-based enterprise search system. Using this search function, we achieve quicker access to relevant information and experience-based knowledge, regardless of which internal system stores the information. This enables us to deliver even better quality within shorter time frames. We are now focusing on initiatives that enable us to work even smarter and deliver even better services to our clients. Our goal is that we, through our strategic KM, assist our clients in reaching good decisions. Selmer laid down its strategy for competence building and knowledge sharing early on. Our own arena for competence building was started in For a long time, we have organised our areas of practice into groups with unique professional and industry focus, and, 11 years ago, we have supplemented our legal advisory with economic and financial expertise. In 2005, we implemented a talent program for all our employees. In addition, our information centre provides reference materials and allows information searches. All these elements continue to contribute to the ongoing development of our legal, industry and commercial knowledge, in harmony with our new emphasis. Public committees Selmer has members in and heads several justice committees and boards. Our lawyers are, for example, represented on many of the Norwegian Bar Association s justice committees. This contribution enables us to take part in the development of society and its laws. This will always be important to us. Pro bono Part of our social responsibility is to regularly perform pro bono work for volunteer organisations and foundations. Our litigation expertise is frequently used. In this way, Selmer contributes to the volunteer organisations and foundations receiving services of high quality that they otherwise would not be able to purchase. Selmer, in cooperation with the Bar Association s Action and Litigation Group, has taken on litigation assignments for selected asylum seekers in principal cases where there is particular need for judicial review. This group is generally not entitled to free legal aid for judicial review of its cases, and we have therefore chosen to assist in a total of four cases. We do this to ensure the necessary legal protection of all groups, especially the weakest in our society. Selmer also supports the foundation Aktiv mot kreft (Eng. Active against cancer). We have provided legal support since 2007 and became a sponsor company in At Selmer, we believe we can become better advisors if we participate in forums in which we can contribute and assert influence academically as well as commercially. And also, we want to support people, groups and initiatives that benefit from our commitment.

10 P. 20 Directors report 1 Anne Kjølseth Ekerholt 2 Mikkel Vislie 4 Andreas Rørvik 5 Frøydis Eikenes 7 Lars Knem Christie 8 Martin Berggreen Rove 3 Steinar ter Jung 6 Lars Weyer-Larsen Advokatfirmaet Selmer DA provides business law advice along with financial expertise. Selmer is one of the largest and most recognized corporate law firms in Norway. We have a large network within the private and public sectors, and a considerable share of our business is internationally oriented. In 2012, Selmer s assignments were mainly in the corporate, banking/finance, real estate, renewable energy, TMT and shipping areas of practice. In particular, our work has been related to transactions, stock exchange/securities, competition law, financing, restructuring and dispute resolution. Our proportionate share of transactions in the Norwegian and Nordic markets has been stable over the last few years. In March 2012, Selmer was awarded Chambers and Partners Client Service Award, the first time ever for a Norwegian firm. Absences due to illness in 2012 amounted to 948 days, equivalent to 2.8% of total working hours in No injuries or accidents were reported in The work environment is good, and the company s activities do not affect the external environment. Selmer promotes a good working environment for both genders in all job categories. The percentage of women in the firm was 46.7 as at 31 Dec In addition, 29.6% of fee earners are women, and 3 of the 38 partners in the firm are women. Through our talent and organization development programmes, we aspire to increase the number of leading female fee earners and partners. On 31 Dec. 2012, Selmer had 182 employees. Selmer lawyers participate in draft legislation committees, write articles for professional and other publications and participate in R&D projects at the University of Oslo. Many lectures are held in various forums, and our lawyers assist law students with exam preparation. In addition, there is significant knowledge transfer in the interplay between our lawyers, economists and auditors. We develop strategies and methodologies for our main business areas as well as in-depth, assignment-related reports. Supplementary education and training is organised through our own training centre (SelmerSkolen), and external courses and seminars. Selmer s turnover in 2012 was NOK million compared with NOK million in 2011, representing a 7% increase. Annual profit in 2012 was NOK million, compared with NOK million in 2011, representing an 18% increase. In 2012, NOK 37.6 million was expensed as partner salaries, compared with NOK 35.1 million in The company s economic and financial situation is good. Accrued billable hours as at 31 Dec were booked as NOK 14.3 million compared with NOK 12.7 million as at 31 Dec Annual profit will be distributed pursuant to the agreement. The annual accounts have been prepared on a going concern basis, and the Board of Directors confirms that the prerequisites for this exist.

11 P. 23 Accounts We are committed to continuing our tradition of seeing things in a new light For this reason we will keep on challenging our clients, competitors and ourselves. The legal business is still traditional Selmer offers a new perspective Operating income: Total operating income Operating expenses: Wages and salaries partner salaries Depreciation Other operating expenses Total operating expenses Operating results Net financial items Annual profit / loss Assets: Fixed assets Current assets Total assets The accountings figures for 2012 show strong growth for our business. The figures are in NOK

12 P. 24 Up & coming TOR HERDLEVÆR Tor Herdlevær (40) was named partner on 1 May 2011, after holding the position of in-house counsel at Orkla ASA. His background includes a graduate degree from the Royal Norwegian Naval Academy and work as an officer in the Marines. Herdlevær works primarily with financing in the bank and bond markets, including negotiations and documentation related to domestic and international loans, project financing, syndicated financing and bond issues. He also has extensive experience in M&A projects, including structured acquisition processes, acquisition financing and international transactions. From his time at Orkla, Herdlevær also has experience in delivery contracts and commodity trading. HANS JØRGEN BENDER Bender (42) was named partner at the end of 2012 after working at Selmer since 2006; he was a non-equity partner for five years. He had extensive professional experience as a police lawyer, public prosecutor and consultant for Boston Consulting Group before arriving at Selmer. In addition to his law degree, Bender graduated from the Norwegian Police University College in Bender is part of the management of the Employment and Pension practice area. He works extensively on labour law issues related to transactions, changeovers/redundancies, incentive schemes, duties of loyalty and competition limitations. Bender also has significant expertise in private equity transactions and corporate law. At Selmer, Bender has performed significant work for private equity and large industrial clients. OLE-ANDREAS TORGERSEN Torgersen (40) was named partner at the end of He started at Selmer as a lawyer in 1999 and worked in the firm for six years before taking a job as group counsel at Orkla. After six years with the trademark company, Torgersen is back with Selmer s EU and Competition team. Ole-Andreas Torgersen has long experience with competition law assessments related to acquisitions, mergers, joint ventures, abuse of dominant market position, cooperation between competitors, distribution agreements and processes before Norwegian and international competition authorities. He is an experienced lecturer in the field. In addition, he has worked with anti-corruption law and compliance programmes. He has broad experience advising on transactions, general contract law and distribution agreements. Torgersen has litigated several cases before courts and in arbitration.

13 P. 26 partner OVERVIEW P: PRACTICE AREAS I: INDUSTRIES m: MOBILE E: EINAR BAKKO I: Taxes and duties, Renewable energy, Corporate M: E: HANS JØRGEN BENDER P: Employment m: E: ASBJØRN BERG P: Litigation I: Real estate, Transport M: E: EVEN BERG P: Litigation I: Real estate m: e: THOMAS STEEN BRANDI P: Insolvency, restructuring and investigation, Technology, media and telecom m: e: NILS BUGGE P: Corporate, Shipping and offshore, Technology, media and telecom m: e: LARS KNEM CHRISTIE P: Stock exchange and securities M: E: NILS KRISTIAN EINSTADBLAND P: Intellectual property I: Technology, media and telecom, Renewable energy M: E: Anne Kjølseth Ekerholt M: E: a.kjolseth@selmer.no Knut Endre I: Banking, finance and insurance, Public sector m: E: k.endre@selmer.no HARALD EVENSEN P: EU, EEA and competition m: E: h.evensen@selmer.no EINAR GRETTE I: Banking, finance and insurance, Corporate m: E: e.grette@selmer.no HALVOR GROV P: Inancial analysis and transaction support m: E: h.grov@selmer.no TOR HERDLEVÆR I: Banking, finance and insurance, Corporate m: E: t.herdlevaer@selmer.no ARE HERREM m: E: a.herrem@selmer.no SVERRE HVEDING P: Taxes and duties m: E: s.hveding@selmer.no MADS IVERSEN P: Company law I: Oil and gas, Corporate m: E: m.iversen@selmer.no HARALD JOHANNESSEN P: Taxes and duties, Company law m: E: h.johannessen@selmer.no ANDRÉ ISTAD JOHANSEN I: Employment, Corporate m: E: a.johansen@selmer.no CAMILLA MAGNUS P: Stock exchange and securities m: E: c.magnus@selmer.no THOMAS G. MICHELET, Oil and gas m: E: t.michelet@selmer.no MARIUS JUUL MØLLER P: Transaksjoner og M&A, Company law m: E: m.moller@selmer.no SVERRE NORDLIE I: Real estate, Corporate m: E: s.nordlie@selmer.no JEPPE NORMANN I: Employment P: Insolvency, restructuring and investigation, Litigation m: E: j.normann@selmer.no ANNE HELENE OSBERG HR Director m: E: a.osberg@selmer.no ANDREAS RØRVIK I: Real estate, Banking, finance and insurance m: E: a.rorvik@selmer.no MORTEN SANDLI P: Taxes and duties m: E: m.sandli@selmer.no CHRISTIAN SELMER m: E: c.selmer@selmer.no JON E. SKJØRSHAMMER P: Insolvency, restructuring and investigation I: Banking, finance and insurance, Real estate m: E: j.skjorshammer@selmer.no ROY M. SLETTVOLD I: Renewable energy, Corporate m: E: r.slettvold@selmer.no INGAR SOLHEIM, Banking, finance and insurance m: E: i.solheim@selmer.no BERNT OLAV STEINLAND P: Stock exchange and securities I: Banking, finance and insurance m: E: b.steinland@selmer.no Svein Sulland P: Litigation I: Real estate m: E: s.sulland@selmer.no Robert Sveen m: E: r.sveen@selmer.no Ole-Andreas Torgersen P: EU, EEA and competition m: E: o.torgersen@selmer.no Sverre S. Tysland, Oil and gas m: E: s.tysland@selmer.no Jon Vinje P: Taxes and duties, Litigation m: E: j.vinje@selmer.no Mikkel Vislie I: Real estate m: E: m.vislie@selmer.no Thomas Reppe Wetting I: Real estate, Corporate m: E: t.wetting@selmer.no Lars Weyer-Larsen I: Real estate, Banking, finance and insurance, Transport m: E: l.weyer-larsen@selmer.no

14 P. 28 media coverage JAN 5+6 feb mar 5+6 apr 3+9 may 9+15 jun jul 3+7 aug 3+12 sep 6+16 oct nov 6+18 dec 3+12 Electronic media Printed media