Legal Issues in Irish Residential Mortgages

Transcription

1 Innovation Responsiveness Finance Group Briefing Legal Issues in Irish Residential Mortgages Numerous acts, regulations and practice directions govern the enforcement of residential mortgages which protect borrowers ( Mortgagors ) and oblige lenders ( Mortgagees ) to fulfil onerous obligations to enable them to enforce their security. We are increasingly advising clients who are interested in acquiring books of Irish residential mortgages, investing in Irish covered bonds or investing in Irish RMBS. This Briefing contains a summary of certain legal considerations relevant to potential purchasers as well as a brief outline of legal issues regarding the servicing of Irish residential mortgages. Of particular concern to potential investors should be issues which impact on either the enforceability of the mortgages themselves or the timeline of enforcement. Enforcing Residential Mortgages This document contains a general summary of developments and is not a complete or definitive statement of the law. Specific legal advice should be obtained where appropriate. Issues which Impact on Enforceability Start Mortgages v- Gunn The cases of Start Mortgages Ltd & Ors v. Gunn & Ors 1 ( Start Mortgages ) and the subsequent decision in Tom Kavanagh and Fergus Lowe v Jeremiah Lynch and Saint Angela s Student Residences Limited 2 highlighted the effect of the Land and Conveyancing Law Reform Act 2009 (the 2009 Act ) on enforcement procedures in respect of certain mortgages. Subsequent cases (EBS v Gillespie [2012] IEHC 243, McEnery v Sheahan [2012] IEHC 331 and William Moran & Ors v AIB Mortgage & Ors [2012] IEHC 322]) have gone some way towards clarifying the position, as regards pre-1 December 2009 mortgages, where a Mortgagee is seeking to exercise its summary possession power, its power of sale, its power to appoint a receiver or its power to overreach (i.e. to sell clear of subsequent interests such as judgment mortgages). The Arthur Cox Finance Group has prepared a separate client briefing in relation to these matters, a copy of which can be obtained from your usual Arthur Cox contact or a member of the Finance Group. In summary, current caselaw makes it very difficult for a Mortgagee to benefit from the summary possession power in respect of a mortgage over registered land entered into prior to 1 December 2009 unless the secured monies became due prior to that date, any required demand was served prior to that date, and the mortgage was submitted for registration in the Land Registry before that date. 1 [2011] IEHC [2011] IEHC Earlsfort Centre, Earlsfort Terrace, Dublin 2, Ireland tel: +353 (0) fax: +353 (o) dublin@arthurcox.com web:

2 02 European Communities (Unfair Terms in Consumer Contracts) Regulations 1995 and 2000 (the Unfair Terms Regulations ) The Unfair Terms Regulations are particularly relevant in respect of the enforceability of residential mortgages and related loan documentation. An unfair term in a consumer contract is not binding on the consumer, however this should not affect core terms if they are drafted using plain intelligible language. In the case of a residential mortgage where the Mortgagor is a consumer, if the relevant loan or mortgage contract is capable of continuing in existence without the unfair term, that contract will continue to bind the parties. If any charges are found to be in violation of the Unfair Terms Regulations, the Mortgagee may be precluded from recovering those amounts, or they may be set-off against the total amount secured, which will damage the value of the Mortgagee s security. Potential purchasers of Irish residential mortgage books should inspect carefully the terms of the mortgage and loan documentation to ensure that there is no violation of the Unfair Terms Regulations. European Communities (Distance Marketing of Consumer Financial Services) Regulations 2004 (as amended) (the Distance Marketing Regulations ) Residential mortgage and lending contracts entered into without the Mortgagee and Mortgagor being simultaneously present may be regarded as distance contracts and come within the scope of the Distance Marketing Regulations where the Mortgagor is a consumer. Under the Distance Marketing Regulations a distance contract may not be enforceable against a consumer if the supplier has failed to give certain information to a consumer before that consumer is bound by the contract. This information includes details of certain contractual terms and conditions and the total price to be paid by the consumer. If the Mortgagee did not provide such information to the Mortgagor, the Courts may find the relevant mortgage or loan contract unenforceable. However, a Court may decide that the contract is enforceable if it is satisfied that the breach was not deliberate and did not prejudice the Mortgagor, and that it would be just and equitable to dispense with the Mortgagee s obligation to provide that information. Potential purchasers should bear in mind that checking an Irish residential mortgage book for compliance with the Distance Marketing Regulations is essential. Protection of the Family Home A family home is defined in Irish law as a dwelling in which a married couple ordinarily resides. In Ireland, the family home is afforded special protection under both the Constitution and legislation, which renders enforcement of security over family homes more difficult for Mortgagees. Under the Family Home Protection Act 1976 (as amended, the 1976 Act ) a spouse who does not own the family home must give prior written consent to any disposal of an interest in the family home, including by way of mortgage. If this consent is ineffective or has not been given, any transaction disposing of the family home could potentially be set aside at the instance of the non-owning spouse within certain time limits. The 1976 Act also provides that a Court may restrict enforcement of a mortgage or sale in certain circumstances. Pursuant to the Family Law (Divorce) Act 1996, if an individual is found by the Courts to have disposed of the family home with an intention to deny his/her spouse a right to that family home, the transaction disposing of the asset can be set aside. A Mortgagee will only be protected if it is shown to have acted without intentionally seeking to deny a spouse his/her rights. Family home issues are normally dealt with by the Mortgagee obtaining a declaration that the relevant Irish property either is or is not a family home. Potential purchasers of Irish residential mortgage books should conduct their own diligence of the relevant loan files to confirm that these declarations have been provided, or obtain appropriate warranties from the seller that such declarations have been obtained and the relevant legislation has been complied with. Land and Conveyancing Law Reform Act 2009 The 2009 Act is particularly relevant when dealing with a mortgage entered into on or after 1 December The 2009 Act contains certain enforcement-provisions which are mandatory in respect of Irish residential mortgages (these provisions can be contracted out of by agreement of the Mortgagee and Mortgagor in the case of non-residential mortgages). One of these mandatory provisions is that the Mortgagee s enforcement rights provided for in the 2009 Act are only exercisable for the purposes of protecting the mortgaged property or for realising the Mortgagee s security. Further, Court orders must be obtained before the Mortgagee can take possession of, or sell, the residential property. These particular provisions apply only to mortgages entered into on or after 1 December It is also worth noting that foreclosure, which allowed for a Mortgagee to take a Mortgagor to Court to remove his/her equity of redemption (i.e. the Mortgagor s right to have the mortgaged property returned), was abolished by the 2009 Act. Issues which Impact on the Timing of Enforcement Actions Code of Conduct on Mortgage Arrears 2010 ( CCMA ) The revised CCMA came into force on 1 January 2011 and requires regulated Mortgagees to be flexible in relation to borrowers in arrears and pre-arrears situations. It also restricts enforcement actions in certain cases. The Arthur Cox Financial Regulatory Group s December 2010 Briefing on the CCMA is available here. The CCMA becomes relevant where a loan, secured by a borrower s primary residence, goes into arrears or pre-arrears. The definition of primary residence is quite broad and can include a residential investment property where it is the only residential property in the State owned by the relevant borrower. Failure to comply with the CCMA may result in delays to the Mortgagee s ability to enforce, lead to penalties under the Central Bank s Administrative Sanctions Procedure and cause reputational damage to the Mortgagee. MARP Every Mortgagee which is subject to the CCMA is required to have a Mortgage Arrears Resolution Process ( MARP ) in place for managing arrears and pre-arrears cases. It is also required to maintain a dedicated Arrears Support Unit and an Appeals Board. The MARP must reflect the mandatory obligations imposed on Mortgagees as to how they communicate with Mortgagors in arrears and prearrears, and Mortgagees must also comply with obligations regarding the exploration of possible alternative repayment arrangements with Mortgagors.

3 LEGAL ISSUES IN IRISH RESIDENTIAL MORTGAGES 03 Alternative Repayment Arrangements Under the CCMA, a Standard Financial Statement must be provided by a Mortgagee to a Mortgagor in arrears or pre-arrears under which relevant information is collected and collated to enable the Mortgagee to assess whether any alternative repayment arrangements are viable. Such arrangements can include, for example, putting in place an interest-only arrangement for a specified period, extending the mortgage term or changing the mortgage type (however, a Mortgagee cannot require a Mortgagor to switch from a tracker mortgage to another product as part of such an arrangement). A Mortgagee is not obliged to offer an alternative repayment arrangement if no such arrangement is viable and the CCMA obliges Mortgagees to assess the suitability of each mortgage for an alternative repayment arrangement. Communication requirements The CCMA obliges regulated Mortgagees to follow certain communication steps with Mortgagors in arrears and pre-arrears regarding outstanding payments. Regulated Mortgagees must also provide an information booklet to relevant Mortgagors containing details of the Mortgagee s MARP, its general criteria for assessing requests for alternative repayment arrangements and information about relevant State supports. The CCMA restricts the frequency with which Mortgagees can make unsolicited contact with Mortgagors in arrears or pre-arrears to three contacts per month. In April 2012, the Central Bank clarified this restriction by confirming that neither missed calls nor engaged numbers count towards that monthly limit. Restrictions on enforcement The CCMA imposes a moratorium on enforcement action whereby a Mortgagee cannot apply to Court for repossession of the primary residence until 12 months from the date that the Mortgagor was classified as a MARP case (i.e. 31 days after the date that the arrears first arose). It is important to note that the clock stops for so long as the Mortgagor is complying with an alternative repayment arrangement or while the Mortgagee s Appeals Board is processing an appeal by the Mortgagor. The moratorium does not, however, apply where the Mortgagor is not cooperating, where the Mortgagor has committed a fraud on the Mortgagee or where the Mortgagor has committed a non-arrears-related breach of contract. Failure to comply with MARP A regulated Mortgagee which is subject to the CCMA may be obliged to swear an affidavit that it has complied with the CCMA and its own MARP process. Notably, even in cases where no affidavit is sought, recent Court decisions have indicated that the question of whether or not a regulated Mortgagee has complied with the CCMA will affect a Court s decision as to whether or not to grant an order for possession. In Stepstone Mortgage Funding Limited v. Fitzell & Anor 3 Laffoy J stated that she found it impossible to agree with the proposition that in proceedings for possession of a primary residence by a Mortgagee where the CCMA is relevant, the Mortgagee does not have to 3 [2012] IEHC 142. demonstrate compliance with the CCMA to the Court. In light of this decision, failure to adhere to the requirements of the CCMA is very likely to affect a Mortgagee s ability to enforce residential mortgage security. Earlier this year, the Central Bank sought and obtained information from the leading Irish regulated Mortgagees regarding the mortgage arrears resolution strategies ( MARS ) which it had asked those Mortgagees to develop, in particular as regards loan forbearance and modification techniques. The Central Bank expects these Mortgagees to fully implement these approaches by the end of 2012, and a potential purchaser of an Irish residential mortgage book should carefully review the seller s MARS as the approach taken by that seller could influence the ability to enforce mortgages in a timely manner (and hence the value of the mortgage book). Consumer Protection Code (the CPC ) The CPC (a revised version of which came into effect on 1 January 2012) sets out various conduct of business requirements that regulated entities (including regulated Mortgagees and purchasers of books of loans if they themselves are regulated) must adhere to. The general principles of the CPC (for example, ensuring that all customers are treated fairly) apply to all customers with other provisions being relevant to either consumers generally (being individuals (whether acting for business purposes or not) and certain small businesses) or personal consumers (being individuals acting for personal purposes). Compliance with the CPC is a legal obligation and failure to comply may result in the Central Bank invoking its Administrative Sanctions Procedure (but will not automatically invalidate a loan or mortgage contract, or render it unenforceable). Where a regulated Mortgagee is subject to the CCMA, in its dealings with a particular Mortgagor the CCMA will apply in lieu of certain parts of the CPC. Court Enforcement Procedure Assuming that a Mortgagee has complied with its obligations under both the CCMA and (where the mortgage was entered into on or after 1 December 2009) the 2009 Act, the relevant enforcement procedures are as set out below. Where the mortgage was entered into prior to 1 December 2009, the contractual provisions of the mortgage must be very carefully considered, together with any procedural restrictions contained in the Conveyancing Act 1881 (if not disapplied) and the issues raised by Start Mortgages. Proceedings can be issued in either the High Court or Circuit Court. Initial enforcement steps in relation to residential mortgages entered into on or after 1 December 2009 must be taken in the Circuit Court. When initiating proceedings, a High Court special summons or Circuit Court civil bill (grounded on affidavit) will be filed in the relevant Court office and a return date will be assigned. Time between filing and the return date can vary, however it is generally 6 weeks. In the case of Circuit Court proceedings, if no appearance or prima facie defence is entered by the defaulting Mortgagor, the County Register can grant an order for possession or a well-charging order. If the Mortgagor enters a prima facie defence by replying affidavit, the County Registrar will send the matter forward to be heard by the Court. In the case of High Court proceedings, the Master of the High Court will hear the application on affidavit evidence and can grant or refuse orders or send the matter forward to be

4 04 heard by the High Court. If the action is sent forward to the Circuit Court or High Court, significant delays and legal costs can be expected, in particular if discovery orders are granted and if the matter continues to a full plenary hearing. The County Registrar, the Master of the High Court and the relevant Court itself each has discretion to award the costs involved in the enforcement proceedings to either party. Where the defaulting Mortgagor s defence has not been successful, a costs order can frequently be made against that Mortgagor. Where a Mortgagee seeks an order for possession under the 2009 Act, the Court may adjourn the proceedings or stay the order if it appears to the Court that the Mortgagor is likely to be able to pay the arrears within a reasonable period of time. If a Mortgagee succeeds in obtaining an order for sale under the 2009 Act, it is obliged (as far as reasonably practicable) to take steps to obtain the best price reasonably obtainable for the property. Other Relevant Issues Consumer Credit Act 1995 (as amended, the CCA ) and the Consumer Protection Act 2007 (the CPA ) The CCA imposes extensive requirements as to form and content of loan documentation (including documentation relating to mortgage loans) where a Mortgagee is dealing with a consumer-mortgagor (i.e. a natural person acting outside his/her business, trade or profession). Failure to comply with the provisions of the CCA may constitute an offence. While the section of the CCA which renders a loan agreement unenforceable for failure to comply with the CCA does not apply to a loan secured on a residential property, this does not mean that a Court would not hold the relevant agreement unenforceable were it to form the view that the consumer- Mortgagor had suffered unfair prejudice both due to a failure to comply with the CCA and due to breaches of other legal and regulatory obligations. A potential purchaser of an Irish residential mortgage book should carefully inspect the terms of the loan documentation to ensure compliance with the CCA. The CPA should also be considered by potential purchasers as it imposes a duty on lending institutions to act fairly in commercial contracts (including mortgages) with consumers and prohibits misleading or aggressive practices. However, failure to comply with the CPA does not render the underlying contract unenforceable. Interpretation of Contractual Terms Under Irish law, when a contract contains an ambiguous term, the contract will usually be interpreted against the interests of the party who drafted it (known as the contra proferentem rule). As a mortgage will generally be drafted for or on behalf of the Mortgagee, any unclear term may be construed against the Mortgagee and affect its ability to enforce. Reform of Bankruptcy Legislation Under the EU/IMF Programme of Financial Support for Ireland, the Irish Government was required to reform the existing laws in relation to personal insolvency. The Personal Insolvency Bill was published on 29 June 2012 (the Arthur Cox July 2012 Briefing is available here). The Bill proposes a significant overhaul of Irish bankruptcy law by introducing three types of non-judicial debt settlement arrangement (Debt Relief Notices, Debt Settlement Arrangements and Personal Insolvency Arrangements), the establishment of an Insolvency Service and the reduction of the bankruptcy period from 12 years to 3 years. The Bill was passed by Dáil Éireann on 7 November 2012 and is expected to be presented to the Seanad on 21 November While only limited amendments were made at Committee stage and by Dáil Éireann, the Minister for Justice has indicated that additional revisions will be made before it is presented to the Seanad. The Government s intention continues to be that the Bill is enacted into Irish law before the end of Notably, the Bill includes a procedure whereby a borrower may apply for a Personal Insolvency Arrangement which covers secured debt up to 3,000,000 and unsecured debt. Although the Bill provides significant protections for secured creditors and the tests for qualifying for a Personal Insolvency Arrangement are such as to enable distinctions to be made between can t-pays and won t pays, the unavoidable impact of this will be that the principal balance on certain mortgages will be written-down and other mortgage loans will be modified. In combination with the proposed reduction in the bankruptcy period which should incentivise banks to deal with unsustainable mortgages, the Bill, once enacted, will have a very significant impact on the Irish mortgage market. Developments in this regard should continue to be monitored carefully, and a further Arthur Cox Briefing will be published once the Bill is finalised. Registration Registration of a mortgage is of particular importance as regards priority over other creditors. Until recently, the usual practice in Irish residential mortgage transactions was for the Mortgagor s solicitor to give an undertaking to the Mortgagee to register the mortgage following drawdown of the loan. Solicitors who fail to fulfil such undertaking within a 6 year period can be sanctioned by the Law Society of Ireland, and may also face actions for damages. It is now usual for Mortgagees to manage this registration process themselves. To date in Ireland, there have been significant delays in registration. Potential purchasers of Irish residential mortgage books should diligence the level of unregistered mortgages and outstanding undertakings relevant to the book and seek appropriate warranties from the seller. Guarantees A residential mortgage may frequently have been guaranteed by a third party. Where this is the case, and a Mortgagee wishes to pursue the guarantor, the Mortgagee must ensure that: the guarantee is stated to be irrevocable and unconditional; none of the terms of the guarantee violate the Unfair Terms Regulations (see above); and if the guarantee is from a family member, the guarantor obtained independent legal advice (to counteract any potential arguments of undue influence having been exerted by the Mortgagor). Life Policies In residential mortgages, a life assurance policy is often provided as security. The CCA makes it mandatory for the Mortgagee to arrange for life assurance or mortgage protection cover guaranteeing repayment of the loan in the event of the Mortgagor s death. There are certain exceptions, such as where such life cover is already in place.

5 LEGAL ISSUES IN IRISH RESIDENTIAL MORTGAGES 05 Code of Practice on the Transfer of Mortgages It is vital that due diligence is carried out to ensure that there are no restrictions on assignability. This is also important in the context of the Central Bank s Code of Practice on the Transfer of Mortgages (the Code of Practice ) which provides that a Mortgagee must seek the Mortgagor s consent to the transfer of that Mortgagor s residential mortgage to a third party. Usually such consent is provided at the outset of the residential mortgage transaction and contained in the mortgage or loan document. However, the Code of Practice goes on to provide that the Mortgagee must seek a further consent from the Mortgagor to the transfer where, following the transfer, the Mortgagee will not control the setting of interest rates or the management of arrears. The Code of Practice applies to any loan secured by a mortgage of residential property and is not limited to private dwelling houses (i.e. it applies to loans secured by residential investment properties). Any transfer of an Irish residential mortgage book where the seller will no longer service the book may, as a result, oblige the seller to obtain the Mortgagors further consent. This could be a significant impediment to a sale process. There are a variety of arguments as to why the Code of Practice may not apply in the case of portfolio sale (i.e. as it is voluntary, any purchaser is likely to implement the same arrears management procedure as the seller and there are certain exemptions) but this issue needs early consideration in any proposed transaction. Retail Credit The requirement that providers of retail credit be authorised under the Central Bank Act 1997 should be considered if a purchaser proposes to either make further advances to borrowers in the future, or agree to extend repayment dates. While there is an exemption from the requirement to be authorised as a retail credit firm for purchasers of residential mortgages, this is generally viewed as being limited to SPVtype purchasers for securitisation or financing purposes. As such, advice should be taken regarding possible authorisation requirements for potential purchasers depending on the purchaser s ultimate intentions with regard to management of the relevant book. Payment Protection Insurance Potential purchasers should also bear in mind that the Central Bank is conducting an ongoing review of the manner in which payment protection policies were sold by Irish regulated entities and has indicated that it is considering enforcement action. Any potential purchaser of an Irish residential mortgage book should address whether this is an issue as regards the relevant seller, albeit that in the case of Irish residential mortgages, this matter was usually dealt with by way of the provision, by the Mortgagor, of security over its life assurance policy (see Life Policies above). Other Important Points The terms of the underlying mortgage and loan documents should also be reviewed to assess what consents to the disclosure of personal data under data protection legislation were given by the Mortgagor at the outset, and whether these are adequate in the context of the proposed sale. The adequacy of the seller s anti-money-laundering processes, and the related identification information obtained at the outset of the relationship with the Mortgagor, will also be important. Conclusion Repossession and enforcement of mortgages over residential property in Ireland is often a time-consuming and costly process for Mortgagees. As set out above, various laws and codes exist which are designed to protect Mortgagors and restrict the rights of Mortgagees. Figures published by the Central Bank on 23 August 2012 for Q indicate a continuing increase in the number of enforcement actions being taken by Mortgagees. In light of the number of related disposals made by Mortgagees in Q1 and Q2, the number of residential properties in respect of which Mortgagees were in possession at the end of each quarter remained static at 961. Although all of the considerations set out in this Briefing are relevant to any potential purchasers of an Irish residential mortgage book, in our view particular attention should be paid to the following: the importance of conducting diligence on standard form documentation to ensure compliance with the CCA, CPC, the Unfair Terms Regulations and the Distance Marketing Regulations; reviewing the underlying mortgage documentation to assess whether the charging language is effective, and the impact of Start Mortgages and subsequent cases; the importance of reviewing the seller s files to assess compliance with the CCMA and its own MARP, and the MARS-related commitments that the seller may have given to the Central Bank; analysing the impact of the Code of Practice and whether there are any other contractual restrictions on assignability; and the impending enactment of the Personal Insolvency Bill. As part of any diligence on an Irish residential mortgage book, attention should also be paid to the number of outstanding undertakings, the number of missing, incomplete or inadequate documents, the number of undischarged prior-ranking charges, other priority creditors, ongoing litigation, outstanding registrations, title issues and remediation steps that the seller might be able to take prior to any sale. The scale of any issues is likely to underpin the negotiation of warranties and pricerelated discussions. Issues for Servicers of Irish Residential Mortgages For the time being, the servicing of mortgages is not, per se, a regulated activity in Ireland (although it is expected that this may change in the future). However, there are a number of issues that potential servicers should be aware of. Enforcement Issues The issues discussed in Part A will be highly relevant to servicers. In particular awareness of the CCMA and Court-enforcement procedures when managing arrears cases will be important.

6 LEGAL ISSUES IN IRISH RESIDENTIAL MORTGAGES 06 Payment Services Servicers need also to consider whether they are providing payment services as defined in the European Communities (Payment Services) Regulations 2009 through their payment processing activities. A number of debt management companies have recently been warned by the Central Bank that they should seek authorisation as a payment institution by virtue of their money remittance activities and the Government is proposing to bring debt advisors within the scope of regulation in the near future. However, in our view, if care is taken the majority of mortgage servicers may be able to avoid such an outcome. Debt Management The Central Bank (Supervision and Enforcement) Bill 2011 proposes a number of changes to the current suite of powers available to the Central Bank and the penalties it can levy. In addition, the Bill proposes to regulate debt management firms and, depending on how this concept is defined, it may impact upon the work of mortgage servicers. This Bill is currently at Committee stage in the Dáil. Fitness and Probity/Minimum Competency A mortgage servicer should also be aware of its potential obligations under the Central Bank s fitness and probity regime, and its minimum competency regime. If regulated in Ireland, a mortgage servicer will need to ensure certain staff members are assessed on the basis of both regimes. Further, the appointment of directors would also require the Central Bank s prior approval. In addition, if mortgage servicing is being performed on behalf of a regulated entity, even if the mortgage servicer is not itself regulated, both the mortgage servicer and the regulated entity will need to be aware of the obligations of the regulated entity under both regimes. Data Protection Acts 1998 and 2003 (the Data Protection Acts ) The Data Protection Acts seek to protect data concerning living persons. A mortgage servicer is likely to be a data controller or data processor under the Data Protection Acts and therefore must comply with the restriction on use of data thereunder. Contacts For further information on any of the items above, please contact Orla O Connor, Robert Cain, Cormac Kissane, or your usual Arthur Cox contact. Orla O Connor Partner +353 (0) orla.oconnor@arthurcox.com Robert Cain Partner +353 (0) robert.cain@arthurcox.com Cormac Kissane Partner +353 (0) cormac.kissane@arthurcox.com Dublin Earlsfort Centre, Earlsfort Terrace, Dublin 2, Ireland tel: +353 (0) fax: +353 (o) dublin@arthurcox.com Belfast Capital House, 3 Upper Queen Street, Belfast BT1 6PU, Northern Ireland tel: +44 (0) fax: +44 (0) belfast@arthurcox.com London 12 Gough Square, London EC4A 3DW, England tel: +44 (0) fax: +44 (0) london@arthurcox.com New York One Rockefeller Plaza, 15th Floor, New York NY 10020, USA tel: +1 (1) fax: +1 (1) newyork@arthurcox.com Silicon Valley 800 West El Camino Real, Suite 180, Mountain View, California, 94040, USA tel: +1 (1) fax: +1 (1) siliconvalley@arthurcox.com