Corporate Reorganizations Capabilities Attorney Advertising
Table of Contents Commercial Pragmatists: Our Global and Local Reorganizations Practice 4 Your German Reorganizations Team 5 Project Management Focus 6 Project Management Technology: Client Portal 8 Our Areas of Advice 10 Key issues when planning a Reorganization 11 About Baker & McKenzie 14 Corporate Reorganizations Capabilities 3
Commercial Pragmatists: Our Global and Local Reorganizations Practice Baker & McKenzie s Global Reorganizations Practice is devoted to managing and delivering complex cross border reorganizations and restructurings. Our Reorganizations Group comprises experienced practitioners from our Corporate, Employment and Tax Practices. Our dedicated and close-knit team brings expertise and efficiency to achieving the right solution for each client and each project. We work closely with our industry specialists to ensure that all regulatory and other industry-specific issues are effectively dealt with. Having gained significant expertise of working together on many reorganizations, we have a unique ability to combine practical advice on local law requirements with implementation strategies and solutions at local, regional and also global levels. Together with the wider global team, we have extensive experience in designing and implementing seamless and highly coordinated reorganization strategies for some of the world s major multinational energy, software, hardware, clothing, pharmaceutical and fast food brands, and have done so in transactions spanning as many as 80 jurisdictions. We are ideally placed to help you ensure that value is created and captured at every stage of your reorganization project, at every stage of the process taking into account your global needs and objectives. 4 Baker & McKenzie
Your German Reorganizations Team Reflecting the multifaceted nature of the advice required, our Reorganizations Group comprises experienced practitioners from our Corporate, Employment and Tax Practices. Corporate Dr. Thomas Wernicke thomas.wernicke@bakermckenzie.com Tel.: +49 (0) 69 29 90 8 619 Dr. Eva-Maria Worm eva-maria.worm@bakermckenzie.com Tel.: +49 (0) 89 5 52 38 234 Dr. Udo Henkel udo.henkel@bakermckenzie.com Tel.: +49 (0) 89 5 52 38 218 Employment Dr. Alexander Wolff alexander.wolff@bakermckenzie.com Tel.: +49 (0) 30 2 20 02 81 721 Dr. Burkard Göpfert burkard.goepfert@bakermckenzie.com Tel.: +49 (0) 89 5 52 38 293 Günther H. Heckelmann guenther.heckelmann@bakermckenzie.com Tel.: +49 (0) 69 29 90 8 113 Tax Dr. Dr. Norbert Mückl norbert.mueckl@bakermckenzie.com Tel.: +49 (0) 89 5 52 38 238 Christian Brodersen christian.brodersen@bakermckenzie.com Tel.: +49 (0) 69 29 90 8 167 Corporate Reorganizations Capabilities 5
Project Management Focus Managing complex multi-jurisdictional projects is one of our core strengths. Reorganizations require sophisticated project management. The more complex, the more we excel. Our clients greatly value our ability to manage the complexity with ease, while delivering exceptionally practical advice. Throughout all the jurisdictions in which we operate, we have lawyers with project management experience in reorganizations. Because we always wear a global hat, the wider team understands the big picture, yet it is our local expertise that enhances our ability to extract maximum value from the project. 6 Baker & McKenzie
Project Management Central Coordination In our experience, tight, centralized project management through a single point of contact is key to controlling the project and efficiently managing costs. Our project management approach helps to avoid duplication and will ensure that all work performed by our local teams aligns with the goals and objectives set by you, our client. Core team and country team commitment Our core team, local country and practice area specialists understand that their depth of experience is valuable to you. We commit to ensuring that all work product prepared by our team reflects our collective knowledge of your business. Leveraging technology for team coordination Establishing a secure extranet (at no cost to you) for project coordination ensures that the entire project team is continuously apprised of the project s status and key milestones. By utilizing the extranet, we are able to coordinate the review and execution of documentation, ensuring that information is shared appropriately and streamlining communication. Early macro-plan involvement When beginning a project, we suggest that our team meets with your team as soon as possible to collaborate on the development of the desired project structure including the preparation of macro plans. This early collaboration helps to ensure that you have the most efficient, holistic approach and avoids multiple updates to the plans, resulting in cost and time efficiencies. Pre-empting potential timing issues We recognize that certain key steps, if not implemented in a timely fashion, can jeopardize the whole project e.g. delivery of valuations, auditing of financials etc. By having these on the radar and following up to ensure their status is monitored, we can proactively manage the necessary timescales for preparing and executing legal documentation, and keeping the project on track. Corporate Reorganizations Capabilities 7
Project Management Technology: Client Portal As a global law firm, cutting-edge technology helps us marshal our extensive knowledge and resources to best serve our clients in a cost-effective manner. We are committed to developing our use of new and innovative technology that moves information quickly and accurately. We have made that commitment a reality by investing heavily in technology and infrastructure that is tailored to our clients ever-changing legal requirements. For project and document management our Client Portal serves as a main tool. It offers you an extranet site which has been specifically designed as a private site tailored to meeting the knowledge-sharing needs of clients. The extranet site provides a secure web-based interface for handling internal and external project communications, exchanging documents and collating information. Assisting our communication with an extranet can help achieve cost efficiencies by providing a centralized information-sharing location. Capabilities include: Find and use documents and data quickly, easily and from one central location. Track and analyze deal data, corporate data and other types of relational information. Collaborate effectively with your lawyers and your team around the world. Tap into our lawyers worldwide knowledge and expertise through special access to our know-how documents, precedents and publications. Accumulate, develop and refine your legal documentation and processes, working directly with Baker & McKenzie lawyers. 8 Baker & McKenzie
Our Areas of Advice Post-acquisition integrations of acquired groups of companies Supply chain restructurings Holding company structures Packaging businesses prior to a spin-off or disposal Restructuring a group s arrangements for the ownership, development and exploitation of intellectual property Recapitalization or refinancing related restructurings Redomiciliations and other reorganizations designed to reduce a group s worldwide effective tax rate Accessing cash locked up in overseas subsidiaries Corporate clean-ups and group simplifications 10 Baker & McKenzie
Key issues when planning a Reorganization We draw on the know-how and resources of our Corporate, Employment and Tax Practices. Corporate We focus on and invest specifically in the area of global corporate reorganizations and our specialist reorganization team is best equipped to address the legal pitfalls and to deal with the challenges. We cooperate seamlessly with our teams in the relevant jurisdictions and provide pragmatic solutions for coordination and implementation of the necessary steps, such as domestic and cross-border share transfers, mergers, demergers, carve-outs, incorporation of new companies etc. Employment We have gathered both deep and broad experience in all employment related aspects of corporate reorganizations. Our clients can rely on employment experts knowing how to implement multi-jurisdictional projects locally, in particular when it comes to negotiations with unions and employee representative bodies including European Works Councils. Tax A recognized world leader in providing quality tax advice, our team excels in delivering global tax planning solutions for mergers and acquisitions, as well as for pre-spin off and post-acquisition reorganizations. Our specialized expertise in Corporate and International Tax, VAT/Customs and Transfer Pricing allows us to deliver the most complex transactions at the highest quality wherever required. The team has a notable practice advising on crossborder corporate issues. Legal 500 EMEA 2012 A leading employment practice which cemented its long-standing excellent reputation for advising on cross-border projects, [ ]. Virtually no competitor boasts such experience in employment law relating to complex and international restructuring projects as well as such smooth cooperation between global offices. JUVE 2011/2012 The firm always pursues a practical, businesslike approach and its international network is essential for a global company like ours. Chambers Europe 2013 Corporate Reorganizations Capabilities 11
These core competencies are complemented by our IT, Privacy and Data Protection Practice, as well as our Regulatory and Compliance experts: Baker & McKenzie s broad practice covers all areas of IT, including data protection and outsourcing, and it typically advises on highend matters, often with an international element. Legal 500 EMEA 2012 IT, Privacy and Data Protection Our IT experts understand and pre-empt the intricacies of corporate reorganizations: for example, a careful assessment of a group's licensing arrangements is vital to ensure that all software products can be used legally before and after the reorganization. In this respect, our IT specialists have vast experience in dealing with licensors. Further, the reorganization must not adversely affect the ability to process customer and employee personal data. Our IT team can help you ensure that the reorganization does not impact the smooth running of your business. Regulatory In cross-border reorganizations, companies typically face the question as to how to establish the most effective and efficient permit and licensing structures. We have broad experience in advising corporate clients on regulatory issues ensuring that clients hold all necessary permits and licenses for their business operations. Compliance Before and after reorganizations clients often optimize the opportunity presented to adapt, implement or standardize compliance standards, ethics or structures with affected associated entities. Our Compliance Team can offer you comprehensive assistance in designing, monitoring and evaluating compliance structures and programs to significantly improve your compliance environment and position. We bring a global perspective to resolving crossborder compliance challenges and efficiency to increase your chances of achieving favorable results. 12 Baker & McKenzie
Why choose Baker & McKenzie Important needs when planning a corporate reorganization. 1. Breadth of knowledge and experience of all types of reorganization. Ways Baker & McKenzie will help. We have seen it all: Each form of reorganization requires specialized skills and mind sets. Our track record shows that there is no type of reorganization we have not yet delivered successfully. You get a team of practitioners who know how to deliver reorganization projects quickly, efficiently and without reinventing the wheel. We have workarounds for recurring issues on each type of project that can help clients avoid cost and delay. 2. Smooth Planning and implementation of projects. You get help with planning from people who know the practical aspects of reorganizations, and help with implementation from people who understand the reasons behind the planning. We have an in-depth understanding of our clients corporate and business structures. This knowledge enhances our ability to analyze the possible structures and their relative merits, and creates efficiencies in our implementation of the agreed plan. 3. A cross-disciplinary team covering many areas of law from employment to equity compensation to corporate. Your B&M team will consist of people trained to a uniform, high standard and who know each other and are used to working collaboratively on large, fastpaced projects. You get seamless coverage of the entire spectrum of legal issues from practitioners who know how their area of law connects to the other areas and the 'bigger picture'. 4. Efficient Solving of tax and legal issues arising during a reorganization. However, we recognize that unexpected issues can arise during a reorganization project which we will always try to resolve quickly and effectively, relying on our network of practitioners combining the advantages of a premier law firm with the benefits of a global accounting firm. Corporate Reorganizations Capabilities 13
Berlin About Baker & McKenzie With more than 4,200 attorneys in 47 countries, Baker & McKenzie is one of the largest international law firms. Our worldwide reach Friedrichstrasse 88/ Unter den Linden 10117 Berlin and our expertise in globally significant jurisdictions have made us sought-after business advisors. Dusseldorf Since we first opened our doors in Frankfurt, 50 years have passed. Today, we have four offices in Germany. As one of Germany's leading law firms, we advise national and international companies in all areas of commercial law. Our German offices consist of 200 lawyers and tax consultants, a considerable number of whom are also notaries, Neuer Zollhof 2 40221 Dusseldorf specialist solicitors for tax, labor law, medical law and administrative law, as well as certified public accountants. Frankfurt am Main Bethmannstrasse 50-54 60311 Frankfurt am Main Munich Theatinerstrasse 23 80333 Munich 14 Baker & McKenzie
www.bakermckenzie.com Baker & McKenzie Partnerschaft von Rechtsanwälten, Wirtschaftsprüfern und Steuerberatern mbb Berlin Friedrichstrasse 88/Unter den Linden 10117 Berlin Tel.: +49 (0) 30 2 20 02 81 0 Fax: +49 (0) 30 2 20 02 81 199 Dusseldorf Neuer Zollhof 2 40221 Dusseldorf Tel.: +49 (0) 211 31116 0 Fax: +49 (0) 211 31116 199 Frankfurt am Main Bethmannstrasse 50-54 60311 Frankfurt am Main Tel.: +49 (0) 69 29908 0 Fax: +49 (0) 69 29908 108 Munich Theatinerstrasse 23 80333 Munich Tel.: +49 (0) 89 55238 0 Fax: +49 (0) 89 55238 199 Baker & McKenzie - Partnerschaft von Rechtsanwälten, Wirtschaftsprüfern und Steuerberatern mbb is a professional partnership under German law registered with the Local Court of Frankfurt/Main at PR No. 1602. It is associated with Baker & McKenzie International, a Verein organized under the laws of Switzerland. Members of Baker & McKenzie International are Baker & McKenzie law firms around the world. In common with terminology used in professional service organizations, reference to a partner" means a professional who is a partner, or equivalent, in such a law firm. Similarly, reference to an "office" means an office of any such law firm. Baker & McKenzie