Luxembourg.

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1 Luxembourg

2 2 Our Luxembourg office Thanks to its business friendly and economically stable environment, Luxembourg has evolved over the years into a leading business centre. Luxembourg is now a strategic gateway for investments into Europe and, generally, for structuring investments worldwide. At Allen & Overy Luxembourg, we make the most of this ideal constellation and of our highly efficient network of offices established around the world. Every day we deliver commercial advice with passion and design innovative solutions tailored to the needs of our clients. Marc Feider, Senior Partner, Luxembourg Allen & Overy LLP 2014

3 3 Luxembourg Introducing our office We have a fantastic wealth of talent which enables us to build our ambitious plans with confidence and success. Henri Wagner, Managing Partner, Luxembourg Imagery: Peckvillercher, traditional Luxembourg whistles by Pascale Seil

4 4 Our Luxembourg office Because we have a common goal with you: Lead our businesses towards success Luxembourg Law Firm of the Year IFLR European Awards 2007, 2009 & 2010 (International Financial Law Review) Benelux Law Firm of the Year FT Mergermarket M&A Awards 2007, 2008, 2009, 2010 & 2012 Luxembourg Tax Firm of the Year ITR European Tax Awards 2010 & 2011 Most Innovative law firm in Europe FT Innovative Lawyers awards 2007, 2011 & 2012 Winner of the Intellectual Property- Trademarks category for Luxembourg ILO Client Choice Awards International 2013 KEY FACTS 276% of organic growth since the merger with Allen & Overy in lawyers in Luxembourg 16 nationalities in the office 7 additional jurisdictions in which our lawyers are qualified Allen & Overy LLP 2014

5 5 Adding value is key. One of the best ways to achieve this is offering solution directed services by integrated teams from all required practices, both locally and internationally. This is something we are good at.

6 6 Our Luxembourg office Our comprehensive legal expertise in Luxembourg Clients benefit from our expertise in Luxembourg and international business law in connection with domestic and cross-border transactions. Core areas of our expertise include: Allen & Overy LLP 2014

7 7 01_ Banking & Finance We advise on complex cross-border financings and domestic transactions in all major financial centres worldwide. Placed at the heart of the Luxembourg banking and financial markets, our clients include outward looking banks and finance houses. In addition to the major restructurings that took place after the 2008/2009 financial crisis, we are seeing significant changes in the Luxembourg private banking sector, following discussions over Luxembourg banking secrecy and an increase in bank mergers and spin offs. Thanks to our well-established relationships with high profile clients, we are their chosen legal partner when it comes to critical deals. Financing and lending transactions: acquisition finance asset finance Islamic finance leveraged finance real estate finance and syndicated lending Restructuring and insolvency Regulatory issues: bank licensing bank capital requirements code of conduct rules consumer credit regulations, contractual terms of business and money laundering Private banking 02_Capital markets We advise underwriters, arrangers and issuers on all aspects of international capital markets (ICM) transactions. Our lawyers are experienced in all traditional ICM product lines including debt capital markets, securitisation, derivatives and structured finance. We deal with the Luxembourg Stock Exchange and the Luxembourg financial sector regulator (CSSF) on a regular basis. Key debt and equity capital market transactions include: derivatives listings on the Luxembourg Stock Exchange structured finance securitisation and repackaging programmes prospectus approval process fiduciary bond issues 03_Corporate/M&A Within Luxembourg we are the legal partner of choice for some of the world s most sophisticated financial institutions, sponsors and multinational corporations. As well as being experts in and drivers of local Luxembourg market practice, we draw upon the expertise of our global network of offices, which enables us to understand global trends and the wider context of clients instructions. Our lawyers are experienced negotiators, deal managers and draftsmen. We feel that these factors, as well as our responsiveness and high levels of client orientation, are why our clients come to us. acquisition finance antitrust contracts and regulatory matters corporate pre-litigation corporate restructurings corporate set-ups equity listings and stock exchange-related work joint ventures M&A public and private corporate compliance issues private equity and venture capital redomiciliations and expatriations

8 8 Our Luxembourg office 04_Employment We handle both contentious and non-contentious employment law matters for employers, mainly in the banking, industrial and retail sectors. With our strong background in contentious labour law matters, we can support you in employmentrelated litigation before all Luxembourg courts including the Conseil arbitral des assurances sociales. Individual issues: contract design flexi time retention and bonus agreements secondment and expatriate agreements retirement pension supplements and early retirement as well as individual dismissals and settlement agreements Collective issues: negotiating collective agreements contracts staff representation health and security in the workplace code of ethics stock options collective dismissals social plans company agreements and mitigation plans internal restructuring due diligence on employment law issues 05_Intellectual property & Information technology We advise on both contentious and non-contentious issues in relation to IP and IT and are particularly strong in sectors such as consumer goods, research & development and life sciences, IT/outsourcing, digital trust and data protection. Our familiarity with the key legal and industry issues in these, and other, sectors gives us an informed, practical understanding of your markets and needs. We regularly advise the Luxembourg government on IP- and IT-related bills and are often involved in the drafting of legislation which gives us first-hand knowledge of any underlying issues. advertising copyrights database rights data protection law domain names e-commerce internet IP litigation IT security IT outsourcing know-how media patents software issues telecom trademarks trade practices trade secrets unfair competition matters 06_Investment management Our investment funds practice in Luxembourg is well known for advising on all aspects of structuring, managing, servicing and distributing regulated funds. We have continuously grown over the past five years and have a particularly strong track record in alternative investment strategies funds including hedge funds, private equity funds, real estate funds, infrastructure funds and funds of funds. Known for handling complex and innovative structures, we have advised on several breakthrough transactions. structuring and setting up Undertakings for Collective Investment in Transferable Securities (UCITS), part II funds, Specialised Investment Funds (SIFs) and SICARs advising fund counterparties and service providers for example custodians and prime brokers on their agreements with Luxembourg funds advising institutional investors on their Luxembourg investment funds listing of investment funds on stock markets Allen & Overy LLP 2014

9 9 07_ Litigation We are the close legal adviser for many clients in the financial services industry as well as Luxembourg public authorities. Our lawyers actively pursue all avenues of dispute resolution available, helping you to select the most appropriate method for the matter we re handling. We are experts in solving disputes before they get out of hand or, better still, before they arise in the first place. administrative litigation alternative dispute resolution banking litigation capital markets litigation civil and commercial litigation competition litigation corporate litigation employment and social security law litigation energy natural resources and infrastructure litigation enforcement proceedings including exequatur and attachment proceedings fraud and white-collar crime litigation insolvency litigation international arbitration real estate and construction litigation tax litigation 08_Real estate We offer strategic legal solutions on the full range of property related transactions to some of the most ambitious organisations in the world. In Luxembourg we deal with all legal and tax aspects of the construction, lease, purchase and sale of commercial properties and associated financing transactions. advising real estate funds on the sale or purchase of property in Luxembourg advising on procedures for granting trade licences to department stores advising retailers in relation to real estate advising banks on their own real estate needs and projects drafting and negotiating contracts (including sales, purchases, leases, long leases, financial leases, management and joint ventures) advising on the tax structuring of real estate transactions and the set-up of acquisition vehicles and real estate funds in Luxembourg advising on environmental law issues such as liability proceedings and pollution advising on international real estate sale and acquisition matters (asset and share deals) advising on project financing advising on title and land review advising on town and country planning 09_ Tax Our enterprising and knowledgeable tax team advises clients on tax aspects for Luxembourg investments and the structuring of international acquisitions via Luxembourg regulated and non-regulated vehicles. We are also experts in cross-border investments for institutional investors, private equity and real estate funds, acting for clients throughout Europe, the United States and Asia. capital markets and other lending collective investment schemes structuring employee incentives estate planning for high-net-worth individuals Islamic finance international tax planning real estate taxation structured finance and securitisations tax aspects of M&A transactions and restructurings tax-driven investment schemes tax optimised exit schemes VAT

10 10 Our Luxembourg office Our team Corporate/M&A Employment Banking & Finance Capital markets Intellectual property & Information technology Real estate Litigation Tax Investment management Allen & Overy LLP 2014

11 11 Clients recognised the firm s quality across all practice areas: The quality is of a very high standard, when you use Allen & Overy you always know what to expect, they never fail on the delivery of quality, says one. IFLR1000, 2011 The firm s success is built on the strong connections it has with various institutions and banks: Their partners are well connected, we see them on a regular basis, they are great advisors, says one rival. IFLR1000, 2011 (Banking)

12 12 Our Luxembourg office Our culture defines us and the values we share inspire the way we work and behave. Allen & Overy LLP 2014

13 13 Culture and values As a globally integrated firm, our people work together across practice teams and offices globally in the pursuit of our clients interests. This engenders a client service approach that ensures the best skill set and expertise is made available to our clients in the right locations. Our culture defines us and the values we share inspire the way we work and behave: excellence in everyone and everything dedication to our clients helping our people to achieve their potential respecting and including every individual working together as one firm entrepreneurial spirit and energy

14 14 Our Luxembourg office Some milestones of our office We have highlighted below a selection of key deals on which Allen & Overy Luxembourg has been advising recently. 1_Cegedel We advised Cegedel, the largest Luxembourg electricity provider, on the merger with Soteg, a Luxembourg gas provider, and Saar Ferngas, a German gas provider. This transaction reshaped the Luxembourg energy market, particularly the electricity and gas sectors, and it had cross-border significance for the greater region. 2_ Deutsche Bank AG We advised Deutsche Bank AG, London Branch as arranger and investment agent in relation to a USD100m convertible murabaha facility made available by Sonata Securities SA (acting via a separate compartment) to Gulf Finance House (GFH), a leading Islamic investment bank whereby the strict requirements of Islamic Financing had to be reconciled with the requirements of the Luxembourg Securitisation Act _ HBOS and Invista Real Estate Investment Management We advised HBOS and Invista Real Estate Investment Management on the establishment of their pan-european investment vehicle, being a listed Luxembourg Société d Investissement à Capital Fixe (SICAF), which was successfully listed on the London Stock Exchange and was in effect the first pan-european REIT. 4_ Kaupthing Bank Luxembourg SA We advised the interbank creditors on the groundbreaking restructuring of Kaupthing Bank Luxembourg SA which was operated by way of a demerger of Kaupthing Luxembourg by splitting its assets and liabilities between a new bank to be taken on by a new financial investor and a Luxembourg securitisation company that issued various classes of notes in order to service the debt of the creditors supporting the restructuring of Kaupthing Luxembourg. In a novel court order, the Luxembourg court of appeal accepted that only the interbank creditors vote on a restructuring plan (on the assumption that depositors and trade creditors will be repaid in full upon a successful restructuring). 5_Marguerite Fund We advised the European Investment Bank, Caisse des Dépôts et Consignations, Cassa depositi e prestiti SpA, Instituto de Crédito Oficial, KfW and Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna on the setting up of the Marguerite Fund, a pan-european infrastructure fund for both public and private long-term institutional investors. The Marguerite Fund will focus on investment in the transport, energy and renewable energy sectors. The fund, set up as a closedend investment company subject to the Luxembourg specialised investment fund regime, will be one of the prime European equity financing vehicles for infrastructure. 6_Tyco International Ltd We advised Tyco International Ltd as lead international counsel on the corporate restructuring for the spin-off of its healthcare and electronics businesses to Tyco International shareholders; separating Tyco International Ltd into three independent, publicly traded companies. This deal represented the world s largest spin-off in Allen & Overy LLP 2014

15 15 1_Cegedel 2_Deutsche Bank AG 3_HBOS and Invista Real Estate Investment Management 4_Kaupthing Bank Luxembourg SA 5_Marguerite Fund 6_Tyco International Ltd

16 16 Our Luxembourg office Meet our partners and counsel Senior and managing partners Marc Feider Senior Partner, Corporate Tel Henri Wagner Managing Partner, Banking & ICM Tel Partners André Marc Banking, Employment & Real Estate Partner Tel Pierre Schleimer Banking Partner Tel Jean Schaffner Tax Partner Tel Fabian Beullekens Corporate Partner Tel Patrick Mischo Tax Partner Katia Manhaeve IP-TMT Partner Jean-Christian Six Investment Management Partner Frank Mausen ICM Partner Tel Tel Tel Tel Allen & Overy LLP 2014

17 17 Counsel Serge Hoffmann Real Estate Counsel Bénédicte Kurth Banking Counsel Renaud Graas Investment Management Counsel Philippe Thiebaud Corporate Counsel Tel Tel Tel Tel Peter Myners Corporate Counsel Anne Lambé Employment & Litigation Counsel Arne Bolch Investment Management Counsel Paul Péporté ICM Counsel Tel Tel Tel Tel Vincent Naveaux Corporate Counsel Christophe Balthazard Corporate Counsel Richard Santiago Ledain Corporate Counsel Florent Trouiller Taxation Counsel Tel Tel Tel Tel Nicolas Fermaud Counsel in charge of Luxembourg US desk Tel Gary Cywie IP-TMT Counsel Tel One of the largest and most prominent firms in the Luxembourg market, Allen & Overy occupies a prime position due to market opinion reflecting its ubiquity and the scale of its deals. The firm prides itself on strength across the board and it remains in the top tiers here again this year. IFLR1000, 2012

18 For more information, please contact: Luxembourg Allen & Overy 33 avenue J.F. Kennedy L-1855 Luxembourg PO Box 5017 L-1050 Luxembourg Tel Fax Office contacts Marc Feider Tel [email protected] Henri Wagner Tel [email protected] GLOBAL PRESENCE Allen & Overy is an international legal practice with approximately 5,150 people, including some 525 partners, working in 44 offices worldwide. Allen & Overy LLP or an affiliated undertaking has an office in each of: Abu Dhabi Amsterdam Antwerp Budapest Casablanca Doha Jakarta (associated office) London Luxembourg Prague Riyadh (associated office) Rome Athens (representative office) Bangkok Dubai Düsseldorf Madrid Mannheim São Paulo Shanghai Barcelona Frankfurt Milan Singapore Beijing Hamburg Moscow Sydney Belfast Hanoi Munich Tokyo Bratislava Ho Chi Minh City New York Warsaw Brussels Hong Kong Paris Washington, D.C. Bucharest (associated office) Istanbul Perth Yangon Allen & Overy means Allen & Overy LLP and/or its affiliated undertakings. The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications or an individual with equivalent status in one of Allen & Overy LLP s affiliated undertakings. Allen & Overy LLP 2014 CS