1 PACIFIC RIM ADVISORY COUNCIL Pacific Rim Advisory Council February 2014 e-bulletin MEMBER NEWS ARIFA Elects Three Lawyers o Partnership Baker Botts Adds High Profile White Collar Partner Dentons Canada Adds 22 Partners and Counsel Gide Promotes 19 Lawyers to Counsel Hogan Lovells Continues Expansion in Los Angeles McKenna Long & Aldridge 6 Lawyers Elected to Partnership Simpson Grierson Adds Leading Commercial Partner Skrine Promotes Two to Partnership COUNTRY ALERTS ARGENTINA New Rules Applicable to Inflows of Direct Investments ALLENDE BREA AUSTRALIA ACCC Goes Online: Scoopon Fined $1Million for Misleading Conduct CLAYTON UTZ BELGIUM Renewable Energy Financing Survey NAUTA DUTILH BRAZIL Listed Companies Allowed to Disclose Relevant Facts Thru Internet News Websites TOZZINI FREIRE CANADA Supreme Court of Canada Delivers Landmark Decisions on Summary Judgment Motions DENTONS CANADA LLP CHILE New Information Request for Environmental Approval Resolution Holders CAREY CHINA Resale Price Maintenance under AML KING & WOOD MALLESONS FRANCE European Commission Adopts New Rules on Risk Finance Investments GIDE INDONESIA New Banking Regulations Minimum Capital Requirements and Multiple Licensing ABNR MALAYSIA Questioning the Royalty SKRINE MEXICO Energy Reform in Oil & Gas Sector SANTAMARINA Y STETA NEW ZEALAND Interim Injunctions Potential Cost of Winning the Battle but Losing the War SIMPSON GRIERSON SOUTH AFRICA Job Losses and Business Rescue A Lost Opportunity WERKSMANS ATTORNEYS TAIWAN Royalties Paid As from 2011 on Foreign Patents and Computer Programs May Be Tax Exempt LEE & LI UNITED STATES Texas Supreme Court Issues Liability-Coverage Decision Favorable to the Construction Industry BAKER BOTTS Annual FCC CPNI Certification Due by March 3 DAVIS WRIGHT TREMAINE Federal Judge Limits Antitrust Scrutiny of Pharmaceutical Reverse Payments to Settlements Involving Monetary Transfers HOGAN LOVELLS Employer Mandate Delayed Again for Some Employers McKENNA LONG & ALDRIDGE CONFERENCES & EVENTS PDAC Toronto March 4, 2014 PRAC 55th International Conference Taipei, Taiwan 2014 April Hosted by Lee and Li IPBA Vancouver May 8, 2014 INTA Hong Kong May 11, 2014 MEMBER DEALS MAKING NEWS BAKER BOTTS Represents Underwriters in USD$1.5 Billion IPO of Rice Energy CAREY Acts for VTR in Liberty Global Reorganization of its Credit Pools CLAYTON UTZ Congratulates Greencross and Mammoth Pet on Merger DENTONS Advises E.ON on acquisition of Russian Company Noginsky Teplovoy Center from AMG Industrial GIDE Acts as Bank Counsel in Two Parallel USD bond offerings by EDF (USD $4.7 Billion & USD $1.5 Billion) HOGAN LOVELLS Advises on US$128M Aerospace Sector Acquisition of APPH KING & WOOD MALLESONS Advises China Huarong on Huayuan 2014 CLO Securitisation Trust Scheme-Phase 1 McKENNA LONG & ALDRIDGE Secures Victory for Union Carbide in Living Mesothelioma Case NAUTADUTILH Advises Underwriters in Altice IPO RODYK Advises UTAC in USD$116.5 Million Acquisition of 3 Panasonic Subsidiaries SKRINE Acts in Landmark Conditional Block Exemption Order for Liner Operators TOZZINI FREIRE Acts for SBA Torres Brasil Acquisition of large wireless telecom company PRAC TOOLS TO USE IBA Tokyo October 20, 2014 PRAC 56th International Conference Chile 2014 November 8-11 Hosted by /Carey Details for all events PRAC Contact Matrix PRAC Member Directory Conferences & Events
2 PRAC MEMBER NEWS Page 2 ARIFA ELECTS THREE LAWYERS TO PARTNERSHIP January, Arias, Fabrega & Fabrega (ARIFA) is pleased to announce that three lawyers have been elected to the partnership effective January 1, As a group, they represent clients across the spectrum of practice areas and industry sectors for which the firm is renowned. Jorge Loaiza III has 24 years of experience with ARIFA. He has served as our resident attorney in ARIFA s London office from His extensive experience in maritime border financings has been recognized by law firm directories Chambers Global and Chambers Latin America, ranking him as a leading lawyer in Panama. Jorge was a member of the drafting committee, and contributor to, the 2009 Amendments to Law 8 of 1982 Maritime Judicial Procedure. He was also part of the joint commission of the government and maritime lawyers for complementary regulations to Law 57 of the 2008 Merchant Marine Administration. Recently, Jorge led the ARIFA shipping legal team on three global maritime financings that were each recognized as Deal of the Year by Marine Money Offshore. Rodrigo Cardoze is a member of ARIFA s experienced team of financial lawyers since He has participated with distinction in the firm s key cross border transactions and has served as counsel in some of the largest and most important capital markets transactions in the country. For his vision creativity and pragmatism, Rodrigo is recognized as a leading lawyer by law firm directories IFLR1000 Panama, Chambers Global, and Chambers Latin America. Regional legal publication Latin Lawyer lists him as a rising star. Rodrigo is Alternate Director of the Panama Stock Exchange, Latin Clear (central custody authorized in Panama), Fondo General de Inversiones, and Banco La Hipotecaria. Rodrigo is also admitted to practice in Florida. Juan Fernando Corro With 24 years of experience, Juan Fernando is an accomplished lawyer with skills in different disciplines. He is especially recognized for his expertise in the area of civil an commercial contracts, as well as in handling civil, commercial and administrative processes with the participation of major clients in the petrochemical industry and real estate. For additional information visit
3 PRAC MEMBER NEWS Page 3 BAKER BOTTS ADDS HIGH PROFILE WHITE COLLAR PARTNER IN NEW YORK Renowned White-Collar Criminal Lawyer Andrew Lankler Joins Baker Botts as Partner in Firm s New York Office NEW YORK, 3 February, Andrew Lankler, a former prosecutor in the Manhattan District Attorney s Office known for his representation of high-profile, white-collar criminal clients, joined Baker Botts today as a partner in the firm s New York office. Lankler has represented a number of newsmakers, including television personality Greg Kelly and Bernard Madoff's auditor, David Friehling. "Behind the headlines of the many cases Andrew has been involved in over the years is a skilled, talented and wellrespected trial lawyer, and we are fortunate he has decided to join our firm," said Baker Botts Managing Partner Andrew Baker. "Andrew is known for saying little outside the courtroom concerning his clients, but taking care to make certain they are well-represented on the often-times highly publicized issues they face." Lankler has tackled a number of criminal cases arising from the construction industry, including a racketeering case against a powerful carpenters' union leader, who was acquitted at trial, and a nearly three-month-long trial of a concrete testing laboratory and its executives charged with faking results for ground zero's signature skyscraper and other landmarks. Lankler is a second-generation presence on the New York legal scene. His father, Roderick C. Lankler, was a special prosecutor investigating corruption in the city's criminal justice system in the early 1980s and later worked under Robert Fiske, the original independent counsel for the Whitewater probe during the Clinton administration. Prior to joining Baker Botts, Lankler was the founding partner of Lankler, Carragher & Horwitz LLP. He spent six years in the 1990s working in the Manhattan District Attorney's office. He is a graduate of George Washington University and its law school. Lankler is a Fellow of the American College of Trial Lawyers. He recently served as a member of the New York State White Collar Task Force which prepared a report recommending amendments to the New York fraud and corruption statutes. For additional information visit UPCOMING PRAC EVENTS PDAC Toronto March 4, 2014 IBA Tokyo October 20, 2014 PRAC 55th International Conference Taipei 2014 Hosted by Lee and Li April IPBA Vancouver 2014 May 8 INTA Hong Kong 2014 May 11 PRAC 56th International Conference Chile 2014 Hosted by /Carey November 8-11 Visit for details and to register for these and other events Events Open to PRAC Member Firms Only
4 PRAC MEMBER NEWS Page 4 DENTONS CANADA ADDS 22 PARTNERS AND COUNSEL 13 February, Dentons Canada LLP is pleased to announce that 22 partners and counsel have joined the firm s offices in Montreal and Toronto. Dentons is recognized for the quality of our service and dedication to our clients business needs, here in Canada and around the world, said Chris Pinnington, Dentons Canada Chief Executive Officer. The combined practice and sector expertise of this highly talented group is perfectly aligned with our Canadian and global strategy. These lawyers will add tremendous value to our clients on a national and international scale. We are delighted to welcome these accomplished lawyers to our global firm, said Elliott Portnoy, Dentons Global Chief Executive Officer. Our clients will benefit from the experience and insights they each bring to our team, further enhancing our firm s strength in key areas of expertise and exceptional client service. The arriving lawyers are joining key practice areas at Dentons, complementing and building on the strength of the firm s current groups. To date, 19 lawyers are joining Dentons Toronto office: Jay Duffield, Adam S. Goodman, Martha Harrison, Mike Hollinger, Paul Lalonde, James McVicar, Gavin Sinclair and Keith Stein (counsel) (Corporate); Michael Davies, Michael Henriques and Ryan Middleton (Financial Services); Norman Bacal (counsel), Ken Dhaliwal, Jim Russell, David Steinberg and Bob Tarantino (counsel) (Entertainment); Mark Jadd and Yves St-Cyr (Tax); and Scott Martyn (counsel) (Real Estate/Infrastructure). In Montreal, Terrence Didus (counsel) joins Dentons Financial Services group, Ilan Dunsky joins the Infrastructure/PPP group and Michel Poirier (counsel) joins the Real Estate group, in addition to Chantal Sylvestre (Real Estate) and Joel Cabelli (Financial Services), whose arrival was announced earlier this month. These lawyers come to Dentons Canada from Heenan Blaikie LLP. Dentons is also in discussions with a number of Heenan Blaikie associates. Since Dentons global combination became effective last March, Dentons Canada has engaged in a targeted strategic recruitment campaign to grow key practices and further enhance the firm s client services. Before this announcement, 13 new partners and six new counsel joined Dentons Canada since its creation, including the recently announced arrival of the 20th Prime Minister of Canada, The Right Honourable Jean Chrétien. For additional information visit
5 PRAC MEMBER NEWS Page 5 GIDE PROMOTES 19 LAWYERS TO COUNSEL Gide is delighted to announce the promotion of 19 promising young lawyers to the status of Counsel in Algiers, Brussels and Paris, in nine practice areas. The new status highlights an excellent career within Gide. Each candidate was unanimously backed by his or her practice group, received individual sponsorship, and was approved by a commission comprising four partners. The status has been conferred by the Management Committee for an initial period of three years. Frédéric Nouel, member of the Management Committee, says: In creating the status of Counsel, Gide wished to support the professional advancement of its most promising lawyers. In the name of all the partners, I warmly congratulate these 19 young lawyers and thank them for their commitment to Gide s clients. The appointments are effective as of 1 January Mergers & Acquisitions Cira Veronica Caroscio Alexis Pailleret Annabelle Raguenet de Saint-Albin Rym Loucif Competition & International Trade Sophie Quesson Banking & Finance Thomas Binet Frédéric Daul Laetitia Lemercier Rima Maîtrehenry Chucri Serhal Dispute Resolution Audrey Kukulski Alexandra Munoz Insurance, Industrial Risk & Transport Charles-Eric Delamare-Deboutteville Projects (Finance & Infrastructure) Marie Bouvet-Guiramand Pierre Wiehn Public & Administrative Law Etienne Amblard Sylvain Bergès Real Estate Nicolas Planchot Tax Bertrand Jouanneau For additional information visit
6 PRAC MEMBER NEWS Page 6 HOGAN LOVELLS CONTINUES EXPANSION IN LOS ANGELES Healthcare Litigation Partner Michael Maddigan Joins Firm LOS ANGELES, 11 February 2014 Hogan Lovells today announced the continued expansion of its Los Angeles office with the addition of Litigation partner Michael Maddigan. His arrival continues the firm s string of strategic additions to the Los Angeles office in recent months. Mike brings further strength to our existing class action capabilities in the Los Angeles office, said Global Co-Head of Hogan Lovells Litigation and Arbitration Practice Stephen Immelt. As we continue expanding our leading litigation practice, his arrival reinforces our reputation in this area. Maddigan s arrival complements the recent additions of corporate mergers and acquisitions partners Barry Dastin and Russ Cashdan, and media and entertainment partner Sheri Jeffrey. Maddigan joins Hogan Lovells from the Los Angeles office of O Melveny & Myers. As we continue expanding our California presence, including the Los Angeles office, Mike s arrival reinforces our global Healthcare practice and Life Sciences industry group, said Los Angeles office Managing Partner Barry Dastin. His healthcare litigation practice matches perfectly with Hogan Lovells deep healthcare regulatory expertise. Maddigan served as Co-Chair of his previous firm s Health Care and Life Sciences practice, Co-Head of the Litigation Department Training Program, and has held the positions of President, Vice-President, Treasurer, and Secretary of the Association of Business Trial Lawyers. He has represented health plans, insurers, technology companies, entertainment entities, and emerging companies in complex class action, coverage, and business disputes involving health care, privacy, insurance, antitrust, and business issues. Maddigan has represented a number of health plans, with deep experience in health care and other class actions. He is also a co-author of Health Care Reform: Law and Practice, a publication that provides guidance on the Affordable Care Act's impact on health plans, employers, and individuals, along with a co-author and editor of Medical Records Privacy Under HIPAA. He received his B.S.F.S. cum laude from the Georgetown University School of Foreign Service and received his J.D. from the University of California at Berkeley where he was Articles Editor of the California Law Review. Maddigan is also active in the Los Angeles community, serving on the Board of Directors of the City Law Center along with the Board of Directors of the Los Angeles Legal Aid Foundation. I am thrilled to join Hogan Lovells and have the highest regard for the firm and its lawyers, said Maddigan. I look forward to working closely with members of both the Litigation team and the Life Sciences group to provide clients with the highest-level of service. For additional information, visit
7 PRAC MEMBER NEWS Page 7 MCKENNA LONG & ALDRIDGE ELECTS 6 LAWYERS TO PARTNERSHIP ATLANTA, 6 January, 2014 The law firm of McKenna Long & Aldridge LLP (MLA) announces the election of six lawyers to the firm s partnership, effective January 1, The new partners operate across a range of practice areas including corporate, government contracts, litigation and real estate. Based on their commitment to superior client service and significant contributions to the firm, we welcome these six attorneys to the partnership, said MLA Chairman Jeff Haidet. We look forward to their continued success as partners. The new partners are: Clayton Coley is a member of the firm s corporate practice and has extensive experience in a variety of transactions including representation of both strategic and financial buyers in merger and acquisition transactions, and related aspects of federal and state securities laws. He has worked on numerous private equity transactions, representing both investors and early-stage companies seeking financing. Matthew Royko is a member of the firm s real estate practice and focuses on real estate banking and finance matters, specifically the areas of secured and unsecured lending transactions and acquisition financings. His clients have included syndicate banks and agents in bi-lateral and syndicated acquisitions and working capital financings, master servicers in connection with assumptions and modifications of securitized loans and borrowers in the acquisition, development, leasing and disposition of a variety of real estate asset types. Christopher Myers is a member of the firm s government contracts practices focuses on all aspects of government contracts litigation and counseling, with an emphasis on claims and disputes, internal investigations, False Claims Act litigation and bid protests. His work also focuses on defense of fraud David Schultz is a member of the firm s litigation practice. He focuses on civil and appellate litigation. For over 20 years, he has litigated high exposure cases involving a wide variety of claims, including product liability, toxic torts, breach of warranty, motor vehicle negligence, business torts, premises liability, fraud, breach of contract, and insurance defense matters. Gary Brucker is a member of the firm s litigation practice. He represents businesses and individuals in a wide variety of civil, criminal, and regulatory matters. Thomas Proctor is a member of the litigation group representing insurance companies in class action and bad faith litigation. He has represented his insurance clients in a vast array of first and third-party bad faith lawsuits. For additional information visit
8 PRAC MEMBER NEWS Page 8 SIMPSON GRIERSON STRENGTHENS CHRISTCHURCH OFFICE WITH ADDITION OF LEADING COMMERCIAL LAWYER Simpson Grierson strengthens its Christchurch office with the appointment of Hugh Lindo to the partnership. Hugh's appointment is part of the planned growth of Simpson Grierson's Christchurch office. He is one of the city's leading commercial lawyers and brings a wealth of experience, as well as local knowledge, to the firm. Hugh is well-known in the Christchurch community. He holds a number of Board and governance appointments with the Canterbury Employers Chamber of Commerce (vice-president), The Court Theatre Foundation (Chair), Champion Canterbury Limited and College House. Hugh joins Simpson Grierson after a long and successful career with a large national law firm. On his move Hugh says: "I am thrilled to have joined Simpson Grierson. I look forward to supporting the work of the firm in Christchurch and growing the office in response to the needs of our clients here. Christchurch and Canterbury will experience the most significant transformation of any region in the country over the next 10 or more years. Simpson Grierson with its integrated national network and international connections is well placed to deliver excellent and pragmatic advice to its clients throughout this period and beyond." Kevin Jaffe, Simpson Grierson's Chairman says "We are delighted to have a lawyer of Hugh's calibre and reputation join the partnership. His appointment is a great step in the on-going development of our Christchurch office." Simpson Grierson has long worked in the Christchurch market. In June 2013 the firm moved to high quality new premises in the HSBC Tower on Worcester Boulevard. For additional information visit SKRINE PROMOTES TWO TO PARTNERSHIP We are pleased to announce that Too Ji Voon and Jillian Chia have been admitted as Partners of the Firm with effect from 1 January Ji Voon is a member of our Corporate Division. She graduated with an LLB from the University of London in Her main areas of practice are banking and real estate. Jillian Chia is a member of our Intellectual Property Division. She graduated with an LLB from the University of Nottingham in Her main areas of practice encompass information technology, telecommunications, intellectual property and personal data protection laws. These appointments will further enhance and strengthen our Firm s capabilities in delivering premium legal services to our valued clients. For additional information visit us at
9 PRAC MEMBER NEWS DENTONS ADVISES E.ON ON ACQUISITION OF RUSSIAN COMPANY NOGINSKY TEPLOVOY CENTER FROM AMG INDUSTRIAL Page 9 CLAYTON UTZ CONGRATULATES GREENCROSS LIMITED AND MAMMOTH PET ON THEIR A$750 MILLION MERGER BERLIN/MOSCOW - Global law firm Dentons advised the electricity and gas provider E.ON Connecting Energies (ECT), a new international unit of E.ON Group, on the acquisition of the Russian company Noginsky Teplovoy Center (NTZ) from AMG Industrial Investment Corporation. NTZ provides heat and energy through a cogeneration plant to the Noginsk Industrial Park, located about 50 kilometers from Moscow. Tenants include leading companies such as the chemical and pharmaceutical group Bayer, the retail chain Metro and the Russian mobile service provider MegaFon. Closing of the transaction is conditional to obtaining Russian merger control approval and is scheduled to take place in spring Additionally, ECT and DEGA, the Swiss parent company of AMG, entered into a long-term joint-venture agreement to build, own and operate on-site combined heat and power generation facilities for future similar industrial parks in Russia. The Berlin and Moscow Dentons team led by partner Dr. Christof Kautzsch advised the buyer during the entire transaction from due diligence to drafting and negotiating contracts (including contracts under Swiss law) and merger control approval in Russia. This demonstrates once again Dentons ability to provide seamless advice to cross-border clients. SYDNEY, 31 January 2014: Clayton Utz has provided strategic legal advice and support to leading Australian veterinary group Greencross Limited ("Greencross") on its merger with Mammoth Pet Holdings Pty Ltd ("Mammoth"), which owns the Petbarn pet products and supply business. The transaction, which was signed on 14 November 2013, achieved successful completion today, creating a group with a market capitalisation of A$750 million. Clayton Utz corporate partner Simon Truskett led the firm's transaction team, which included fellow corporate partner John Elliott and senior associates, Richard Knott and Anna Haynes. Under the terms of the transaction, Greencross acquired 100% of Mammoth Pet Holdings, in exchange for issuing approximately 52.6 million shares to Mammoth shareholders. The merger has created Australasia s largest integrated consumer facing pet care company, with 232 stores and veterinary clinics across Australia and New Zealand. For additional information visit Advisor E.ON Connecting Energies: Dentons (Berlin):Dr. Christof Kautzsch (Partner),Judith Aron (Senior Associate, both leading),dr. Daniel Barth (Counsel), Dr. Dennis Azara (Associate, all corporate/m&a); Dentons (Moscow): Alexei Zakharko (Partner),Marat Mouradov (Partner), Nadezhda Gryazeyva (Of Counsel), Sergey Gurdzhian (Associate, all corporate), Artashes Oganov (Associate, real estate) For additional information visit BAKER BOTTS REPRESENTS UNDERWRITERS IN $1.05 BILLION IPO OF RICE ENERGY HOUSTON, 31 January, On January 29, 2014, Rice Energy Inc. (NYSE: RICE) closed its $1.05 billion initial public offering of 50 million common shares at a price to the public of $21 per share. RICE offered 30 million shares, while the selling stockholder NGP Holdings offered 20 million shares. The company won't receive any proceeds from shares sold by NGP Holdings. Barclays, Citigroup, Goldman, Sachs & Co., Wells Fargo Securities, BMO Capital Markets, RBC Capital Markets, Comerica Securities, SunTrust Robinson Humphrey, Tudor, Pickering, Holt & Co., Capital One Securities, FBR, Scotiabank/Howard Weil, Johnson Rice & Company L.L.C. and Sterne Agee served as the underwriters in the offering. Baker Botts represented the underwriters in this transaction. For additional information visit
10 PRAC MEMBER NEWS NAUTADUTILH ASSISTS IN THE IPO OF ALTICE Page 10 GIDE ACTS AS BANK COUNSEL IN TWO PARALLEL USD BOND OFFERINGS BY EDF (USD 4.7 BILLION AND USD 1.5 BILLION) 04 February, 2014 With their longstanding capital market expertise, the Luxembourg and Dutch teams of NautaDutilh advised the underwriters, represented by Goldman Sachs International and Morgan Stanley & Co International plc, acting as global coordinators and joint bookrunners, in respect of the initial public offering (IPO) by Altice S.A. Altice is a multinational Luxembourg-based cable and telecommunications company with a presence in Western Europe, Israel, and the French Overseas Territories. The company, founded by entrepreneur Patrick Drahi, delivers cable-based services (high quality pay television, fast broadband Internet and fixed line telephony) and, in certain countries, mobile telephony services, to residential and corporate customers. Altice plans to raise about 750 million euros (USD 1 billion) to pay down debt and help support its growth strategy. About up to 25% of Altice's shares will be sold with the stock set to trade on Euronext in Amsterdam, the Netherlands. The NautaDutilh team in Luxembourg was led by Banking & Finance partner Josée Weydert and consisted of Ann Blaton, Noemi Gemesi (Banking & Finance), Romain Sabatier, Elisa Faraldo (Corporate), Jean-Marc Groelly and Frank Heykes (Tax). The team in the Netherlands was led by Banking & Finance partner Petra Zijp and consisted of Mark Mouthaan, Joyce Trebus (Banking & Finance), Nico Blom and Saskia Bijl de Vroe (Tax). Gide advised the underwriting syndicates in the context of two U.S. dollar bond offerings by EDF in the form of private placements. The first offering was a $4.7 billion senior bond issue in 5 tranches, including: $750 million, at floating rate with a 3-year maturity; $1 billion, with a 3-year maturity and a fixed coupon of 1.15%; $1.25 billion, with a 5-year maturity and a fixed coupon of 2.15%; $1 billion, with a 30-year maturity and a fixed coupon of 4.875%; and $700 million, with a 100-year maturity and a fixed coupon of 6.00% The second offering was a $1.5 billion hybrid with a 10-year first call date. The Gide team was led by Melinda Stege Arsouze, a U.S. law partner, assisted mainly by Scott Logan and Romain Querenet de Breville. For additional information visit For additional information visit RODYK ADVISES UTAC IN USD$116.5 MILLION ACQUISITION OF 3 PANASONIC SUBSIDIARIES Rodyk acted for Panasonic Corporation in connection with the sale and purchase agreement for the sale of three subsidiaries of Panasonic to UTAC Manufacturing Services Limited, a wholly-owned subsidiary of UTAC Holdings Ltd, a leading semiconductor testing and assembly services provider headquartered in Singapore. The three Panasonic subsidiaries being divested operate semiconductor testing and assembly facilities, and are strategically located in Singapore, Indonesia and Malaysia. The total transaction value for the acquisition by UTAC will be US$116.5 million, payable over five years, inclusive of certain transitional services agreements with Panasonic. Panasonic's sale of the three subsidiaries is part of the company's structural transformation of its semiconductor business. On completion of the transaction, Panasonic will continue to utilise the services of the three facilities sold to UTAC as contract manufacturers for semiconductor testing and assembly. Corporate partner Gerald Singham led the team. He is supported by corporate partner Terence Yeo, finance partner Dawn Tong and intellectual property & technology partner Catherine Lee. Corporate associate Mohamad Rizuan assisted. For additional information visit
11 PRAC MEMBER NEWS Page 11 HOGAN LOVELLS ADVISES ON US$128M AEROSPACE SECTOR ACQUISITION OF APPH LONDON, 7 February A cross-practice, cross-border Hogan Lovells' team has advised Héroux-Devtek Inc. on the US$128 million acquisition of APPH Limited and APPH Wichita, Inc. (together APPH), subsidiaries of BBA Aviation Plc; announced this week. This marks the first time Hogan Lovells has advised this client in Europe. Héroux-Devtek is a leading Canadian manufacturer of aerospace products specialising in the design, development, manufacture and repair and overhaul of landing gear systems and components for the Aerospace market. It will acquire four plants from APPH, which specialises in the design, engineering, manufacturing and aftermarket support of landing gear and hydraulic systems and assemblies for fixed and rotary wing civil and military aircraft, both for original equipment manufacturer and aftermarket applications. The plants, three located in the United Kingdom and one in Wichita, Kansas, have a combined workforce of approximately 400 employees, including a design engineering department staffed with 40 professionals. APPH s main design programs include landing gear systems for the Hawk, SAAB Gripen, AW101, C27J Spartan and EC175 aircraft. The Hogan Lovells team advising Héroux-Devtek was led by London corporate partner Richard Ufland, with senior associate Michael Stewart, and partner Stephen Propst and associate Les Reese in Washington D.C. They were supported by IP partner Mark Taylor and associate Matthew Sharkey; tax partner Philip Harle; environmental partner Christopher Norton and associate Helen Lamb; insurance partner Helen Chapman; and partner Paul Joukador and associate George Jenkins on export control matters (all in London) and by antitrust partner Joe Krauss; environmental partner Latane Montague; employment partner Carin Carithers; and aviation attorneys Kathy Miljanic and Brian Curran (all in Washington. Commenting on the acquisition, Richard said: "Héroux-Devtek is the third largest landing gear company worldwide and we are pleased to have advised them on this important strategic acquisition, which is their first in Europe, permitting them to grow their geographical footprint, product content and customer base." For additional information visit SKRINE ACTS IN LANDMARK CONDITIONAL BLOCK EXEMPTION ORDER FOR LINER OPERATORS SKRINE Corporate Partner, Faizah Jamaludin, and her team consisting of Associates, Tan Shi Wen and Syaida Abdul Majid, represented the liner operators in a landmark development in Malaysian Competition law when they obtained a conditional block exemption order for the liner operators, the first of its kind, granted by the Malaysian Competition Commission (MyCC) under the Malaysian Competition Act Linked for your further reference are a news report, the draft block exemption order and the explanatory note in respect of the first block exemption granted by MyCC under the Competition Act docid= &userid= &cid=602885&agentid=697493&type=2&s=3621&url=http%3a%2f%2fwww.thestar.com.my%2fbusiness% 2FBusiness-News%2F2013%2F12%2F20%2FMYCC-GRANTS-CONDITIONAL-BLOCK-EXEMPTION-FOR-LINER-SHIPPING-AGREEMENTS.aspx 20Voluntary%20Discussion%20Agreements%20%20in%20respect%20of%20Liner%20Shipping)%20Order% pdf 20Agreements%20and%20Voluntary%20Discussion%20Agreements%20in%20respect%20of%20Liner%20Shipping)%20Order% pdf For additional information visit
12 PRAC MEMBER NEWS Page 12 KING & WOOD MALLESONS ADVISES CHINA HUARONG ON HUAYUAN 2014 CLO SECURITISATION TRUST SCHEME - PHASE 1 In January 2014, King & Wood Mallesons advised on Huayuan 2014 Collateralized Loan Obligation (CLO) Securitisation Trust Scheme-Phase I originated by China Huarong Asset Management Co., Ltd. ("China Huarong"). The size of note issuance is approximately RMB billion. This transaction was the first securitisation project that had been originated by an asset management company since securitisation market in mainland China re-launched in 2012, and the first CLO transaction in China that innovatively solved the issue of real property mortgage transfer. China Huarong is a large state-owned non-bank financial company co-sponsored by the Ministry of Finance and the China Life Insurance (Group) Company. It has 32 subsidiaries across 30 provinces, autonomous regions, municipalities and HKSAR. China Huarong provides fully licensed, multi-functional, and comprehensive financial services, including asset management, banking, securities, trust, leasing, investment, funds, futures, and real estate. With the development of financial practice, China Huarong has contributed during the process of national banks reforming, SEOs' debts reduction and bail-out, resolving systematic financial risks, and acted as Security Wall and Stabilizer for stable running of our country's financial system. King & Wood Mallesons served as the legal counsel to China Huarong. The project was led by partners Mr. Roy Zhang, Mr. Liu Zhigang and Mr. Zhou Jie. For additional information visit TOZZINIFREIRE ACTS FOR SBA TORRES BRASIL IN ACQUISITION OF LARGE WIRELESS TELECOM COMPANY TozziniFreire Advogados assisted SBA Torres Brasil in the acquisition of a company controlled by Telemar Norte Leste and Brt Serviços de Internet, which owns 2,007 wireless telecommunication sites and towers. SBA Torres announced that it has entered into a definitive agreement with subsidiaries of Oi SA ("Oi"), one of Brazil's largest telecommunications service providers, and its affiliates, under which SBA will acquire 2,007 wireless sites in Brazil. Upon closing of the transaction, Oi will enter into a long-term lease with SBA, with monthly lease payments, for antenna space on each of these sites. The sites currently have 1.6 tenants per site (including Oi) and include leases with all of the major wireless carriers in Brazil. The transaction, subject to customary closing conditions, is expected to close on or before March 31, This transaction follows SBA's previously announced acquisition of use rights to 2,113 sites from Oi, which transaction closed November 26, Upon consummating this transaction, SBA will own or have use rights with respect to over 5,000 sites in Brazil. Fernando Cinci Avelino Silva, partner in the Mergers and Acquisitions practice group at TozziniFreire, was in charge of the transaction with assistance of associates Karen Dagan and Felipe Borges Lacerda Loiola. For additional information visit
13 PRAC MEMBER NEWS Page 13 CAREY ACTS FOR VTR IN LIBERTY GLOBAL REORGANIZATION IF ITS CREDIT POOLS On January 24, 2014, Liberty Global plc (Liberty Global) completed a reorganization of its credit pools. VTR GlobalCom and VTR Wireless, which operate Liberty Global's broadband and wireless businesses in Chile and are each 80% owned by Liberty Global, were placed in a separate credit pool with their parent, VTR Finance, an indirect wholly-owned subsidiary of Liberty Global. In connection with the reorganization, VTR Parent was extracted from the UPC Holding credit pool and VTR Parent and certain of its subsidiaries entered into the following financing transactions: a) The issuance by VTR Parent of USD1.4 billion principal amount of 6-7/8% senior secured notes due 2024 (the Notes) under Rule 144A and Reg S. b) A USD200 million senior secured revolving credit facility entered into by VTR GlobalCom, VTR Wireless and VTR Banda Ancha (Chile), as borrowers and JPMorgan Chase Bank, BNP Paribas, Goldman Sachs Bank USA and Morgan Stanley Senior Funding as original lenders and JPMorgan Chase Bank as Facility and Security Agent. Carey advised VTR through a team led by partners Pablo Iacobelli, Guillermo Acuña and Felipe Moro, and associates Patricia Silberman, Juan Pablo Navarrete, Jaime Carey A., Feliciano Tomarelli and Agustín Fracchia. For additional information visit MCKENNA LONG & ALDRIDGE SECURES VICTORY FOR UNION CARBIDE IN LIVING MESOTHELIOMA CASE 7 February, 2014) McKenna Long & Aldridge's California Litigation team led by Stephen M. Nichols successfully defended Union Carbide Corporation in the Multnomah County Portland, Ore. product liability and toxic tort trial that concluded on December 18. The claim alleged that direct exposure to raw calidria asbestos fibers caused mesothelioma. Plaintiff Marc Robbins contended that on a daily basis for a six-month period, he handled raw asbestos fibers and asbestos containing joint compounds. Other than some limited work with automobile brakes, which all expert witnesses called in the case agreed was not substantial, Mr. Robbins did not have any other identified exposures to asbestos during his life. After a full day of deliberation, the jury found that Union Carbide s raw calidria asbestos that was sold to Georgia-Pacific was not unreasonably dangerous, that it was not liable for exposures to its calidria through other products because it had not substantially participated in the incorporation of its asbestos into those products and finally that Union Carbide was not negligent. This case presented a number of challenges that were unique both in the manner of exposure and in the complete lack of alternate asbestos exposures that are heavily relied on in asbestos cases for purposes of challenging causation and allocating fault, Nichols said. MLA partners Matt Ashby and Ryan Landis of the firm s Los Angeles office handled discrete and critical aspects of the case s defense. Other MLA attorneys who contributed to a string of five defense verdicts in mesothelioma cases during 2013 include Lisa Oberg, Chris Wood, Mary McKelvey and Frank Berfield. For additional information visit
14 PRAC MEMBER NEWS Page UPCOMING PRAC EVENTS CONFERENCE MATERIALS PDAC Toronto March 4, 2014 PRAC 55th International Conference Taipei April 26-29, 2014 PRAC 53rd International Conference Jakarta April 13-16, 2013 Hosted by Conference Materials are available online at PRAC Private Libraries (Member Firms Only) IPBA Vancouver 2014 May 8 INTA Hong Kong 2014 May 11 IBA Tokyo 2014 October 20 PRAC 56th International Conference November 8-11, 2014 Hosted by PRAC 54th International Conference Washington, D.C September 28 - October 1 PRAC e-bulletin is published monthly. Member Firms are encouraged to contribute articles for future consideration. Send to
15 PRAC MEMBER NEWS Page 15. The Pacific Rim Advisory Council is an international law firm association with a unique strategic alliance within the global legal community providing for the exchange of professional information among its 32 top tier independent member law firms. Since 1984, Pacific Rim Advisory Council (PRAC) member firms have provided their respective clients with the resources of our organization and their individual unparalleled expertise on the legal and business issues facing not only Asia but the broader Pacific Rim region. With over 12,000 lawyers practicing in key business centers around the world, including Latin America, Middle East, Europe, Asia and North America, these prominent member firms provide independent legal representation and local market knowledge.
16 NEW RULES APPLICABLE TO THE INFLOWS OF DIRECT INVESTMENTS INTO ARGENTINA On January 29, 2014, the Argentine Central Bank issued Communiqué A 5532, modifying the rules applicable to the inflows of direct investments into Argentina through the foreign exchange market. Pursuant to foreign exchange regulations, as a general rule capital inflows (i) must be exchanged for local currency in the Foreign Exchange Market and credited in a local bank account; (ii) stay in Argentina for a minimum of 365 days starting on the day on which the foreign currency were exchanged for pesos on the foreign exchange market; and (iii) are subject to a mandatory interest free withholding of 30% of the amount involved, for a period of 365 days beginning on the date on which the proceeds are converted into pesos, after which the funds are released to the Argentine resident in pesos after conversion at the applicable exchange rate. The most relevant exception for this rule is the case of capital contributions by foreign direct investors into local companies. Prior to Communiqué A 5532, for this exception to apply, and for the local company to have free availability of 100% of the funds transferred by its foreign direct investors, the local company had to evidence the filing for the registration of the capital increase with the Office of Corporations, assuming the commitment to obtain this registration within 250 days as from such initial filing. The local bank could grant a 180 days extension period if the local company proved that it had not been responsible for the delay in the registration of the capitalization. If the extension period was not granted, the U.S. deposit had to be constituted within 10 days. Communiqué A 5532 has modified this rule, by extending the term for the local company to evidence the definitive registration of the capitalization, from 250 days to 540 days as from the initiation of the capital increase registration procedure with the Office of Corporations. In case the corresponding documentation is not evidenced to the local bank when due, then the local bank shall notify the breach to the Argentine Central Bank within 5 days as from the date of expiry of the term for filing such documentation.
17 Additionally, this new rule set forth by the Argentine Central Bank establishes that all 30% mandatory deposits that are currently in place due to a delay in the registration of the capital increase shall be released within 10 business days from the entry into force of this rule (i.e., no later than February 12, 2014). Allende & Brea Departamento de Derecho Bancario y Financiero Maipú 1300 Piso 13 C1006ACT Buenos Aires, Argentina Contactar a: Carlos M. Melhem Jorge I. Mayora
18 Clayton Utz Insights 06 February 2014 ACCC goes online: Scoopon fined $1 million for misleading conduct By Bruce Lloyd, Matthew Battersby and Stephanie-Kate Bratton. Key Points: Online retailers have the same obligations as traditional retailers under the Australian Consumer Law. Online trading and consumer protection were priorities for the ACCC in 2013, with the conduct of Australian online group buying website Scoopon put under the microscope. On 3 July 2013, the ACCC commenced enforcement proceedings against Scoopon Pty Ltd alleging misleading or deceptive conduct in contravention of the Australian Consumer Law (ACL). Scoopon co-operated with the ACCC and on 17 December 2013 the Federal Court found Scoopon liable for several contraventions of the ACL and ordered Scoopon to pay a fine of $1 million: ACCC v Scoopon Pty Ltd (QUD 402 of 2013). The Scoopon case is a reminder to businesses that: online retailing is an ACCC priority; businesses operating on the internet have the same obligations under the ACL as traditional retailers; penalties for non-compliance are significant; and the ACL does not require the ACCC to prove intention or obtain evidence actual consumer harm before a penalty can be imposed. The Scoopon decision follows a number of other high-profile misleading or deceptive conduct cases in 2013, which included proceedings against Hewlett-Packard Australia, TPG Internet and a number of Harvey Norman franchisees. Like the Hewlett-Packard Australia case, there was both a consumer and business element to the Scoopon case which was divided into three broad categories of contravening conduct: 1. False or misleading representations about consumer remedies; 2. False or misleading representations about the benefits of Scoopon's services; and 3. False or misleading representations about the price of goods. Representations about Consumer Guarantees The Federal Court held that Scoopon made false or misleading representations to consumers that they had no refund rights in circumstances where the consumer attempted to redeem a Scoopon voucher during its validity period but no service was available.
19 The remedies available under the ACL, where a good or service fails to meet the statutory consumer guarantees, cannot be excluded, restricted or modified and attempts to do so may constitute misleading or deceptive conduct. Representations about the benefits of Scoopon's services Scoopon was found to have made a number of representations to merchants regarding the benefits of Scoopon's service, including overstating the benefits of the service and understating the risks. For example: Scoopon made a misleading representation to a merchant that 30% of vouchers sold on the site would not be redeemed, resulting in a windfall for the merchant. Scoopon made misleading representations to merchants that there was no risk of a financial cost or loss in running a deal with Scoopon, when there was a real risk of additional cost. Representations about the price of goods Scoopon was also found to have made misleading representations in relation to the price of goods and services sold on its website. These representations were found to have been made in respect of three separate products and generally overstated the type or quantity of goods available at the advertised price. For example, Scoopon advertised a three-piece set of luggage, stating "3 piece set" and "$155" without any qualifications. The Court held that this representation was misleading because only the smallest piece of the set was available, as a single item, for purchase at the price of $155. The entire three-piece set was available for purchase at the price of $499. Penalties for Scoopon's misleading and deceptive representations Scoopon was ordered to pay a pecuniary penalty of $1 million and restrained from making similar misleading representations for a period of two years. The Court ordered Scoopon to pay a proportion of the ACCC's legal costs and further develop and enhance its existing compliance program. In something of a departure from standard practice, the Court made a community service order that requires Scoopon (at its own expense): to prepare for and hold an educational seminar on ACL compliance for members of the Association for Datadriven Marketing and Advertising; to have the documents for this presentation settled by a lawyer with consumer law experience or a consumer compliance expert; and to make these resources available to the Association for Data-driven Marketing and Advertising for its unrestricted use for a period of 12 months. This type of non-monetary order differs from the more traditional compliance program and corrective advertising orders which courts have made in previous ACL cases, and reflects the ACCC's enforcement objectives of promoting awareness and compliance with the ACL. Trends in enforcement: Settlements The orders made by the court in ACCC v Scoopon were agreed by the parties in order to settle the dispute. It appears that an increasing number of consumer protection matters are being resolved in this way. For example, Hewlett-Packard agreed to a settlement in November 2013, resulting in a $3 million penalty for making false or misleading representations. Luv-a-duck also settled with the ACCC in November 2013, admitting to false and misleading representations about the conditions in which its ducks were farmed.
20 Already this year, the ACCC, Euro Solar and Worldwide Energy and Manufacturing agreed by court order that they had contravened the ACL by displaying false testimonials on their websites and making false or misleading representations as to the country of origin of their goods. Continuing priorities for 2014 Media statements issued by the ACCC following the Scoopon case indicate that its efforts to ensure that online retailers are complying with their obligations under the ACL will continue in 2014, with ACCC Chairman Rod Sims confirming that [o]nline competition and consumer issues are a priority for the ACCC... The ACCC will continue to take further action in this area to improve business practices and protect small businesses and consumers. You might also be interested in... Advertising and the ACL: Fine print couldn't save TPG Internet in the High Court ACCC using misleading conduct provisions to police consumer guarantees compliance ACCC's annual report : regulator follows through on stated consumer law priorities Disclaimer Clayton Utz communications are intended to provide commentary and general information. They should not be relied upon as legal advice. Formal legal advice should be sought in particular transactions or on matters of interest arising from this bulletin. Persons listed may not be admitted in all states or territories.
17AUG201014300121 2012 Annual Financial Report www.aon.com 2APR200413262383 To Our Shareholders: I am pleased to report that our firm finished 2012 with another year of strong performance, reflecting continued
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