Iberian Lawyer Magazine - Latin America Special Focus

IBERIAN LAWYERJuly/August 2012

Going global:What the doctor ordered

Preparing for the unthinkableContemplating a Euro-exit

Actions speak louder than wordsLaw fi rms need decisive leadership

The winners and the losersLatin America Special Focus

Partnering with China

M&A on the rise,but with a twist

Potential dissolving of Iberian alliances with Brazil

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he rise,a twist

Global Annual

Report

July / August 2012 • IBERIAN LAWYER • www.iberianlawyer.com

EDITORIAL

Where is everybody? Not in Iberia, that´s where

Many have been enjoying their annual August getaways, a holiday to recover from the stresses and strains of the past year. This year, however, while some will have been basking in the sun at their summer homes, others will have been on their laptops and Blackberries, fi re fi ghting yet another day in the life of the downturn. Everyone, however, will be back at their desks with a sense of uncertainty, rather than just post-holiday blues.

The batt le to secure fi nancing wages on, with In-house Counsel noting that the crisis is causing severe problems even for the most successful of businesses. But a damaged international image, and growing legal risk, is doing nothing to improve on the critical market perception of both Spain and Portugal.

In-house Counsel are also being asked to prepare for the unthinkable – a Greek exit, or ‘Grexit’ as it is known, ‘Spaxit’ or even worse a ‘Germaxit’. The legal implications are far more than just a headache, and while everyone is hoping for the best, they are all planning for the worst.

And everyone is being asked to do more with less, and work twice as hard to achieve the same results. Not really the most motivating of scenarios.

One opinion is that innovation and entrepreneurship are becoming crucial to compete in today’s market. Another is that decisive action is seemingly the only way forward for domestic law fi rms if they are to exist in a post-crisis landscape. In particular, dealing with partner numbers and underachievers is key, with most fi rms feeling unable, or unwilling, to do so. So fearless leaders are emerging, the bold and the brave who will sail their fi rms through this crisis… and onto the next challenge.

Companies are increasingly internationalising, att racted by the bright lights and big cities of economies that are not going through one of the most acute crises known to man. Well, to the Eurozone anyhow.

Latin America is fast taking the spotlight as a land of opportunity that has a seemingly resilient economy. Brazil, Mexico, Colombia and Chile come top of the class, but as we show in our Latin America Special Focus, investors had bett er beware of putt ing every country in the same basket. No one wants to say ‘expropriation’, and no one wants to say ‘protectionism’ either. But there are stirrings across the Atlantic, and not of a friendly kind.

So if Latin America doesn’t tempt, there’s an array of more buoyant markets out there to choose from, as we highlight in our Annual Global Report. Asia and Africa are the other top contenders, and law fi rm clients show no signs of stopping in their att empts to capitalise on as many as possible.

Law fi rms are therefore following close behind. But while the debate rages as to the best way to accompany clients on their expansion adventures, one thing is clear. If you’re not ‘going global’ then you’re not going anywhere.

1

Son muchos los que están disfrutando de un descanso veraniego, unas vacaciones para recuperarse del estrés y las tensiones que acarrean estos tiempos. Sin embargo, algunos sostienen que lo peor vendrá a la vuelta, por el desconcierto que crea la actual incertidumbre, una sensación más dura que el propio síndrome post-vacacional. Las perspectivas de la recuperación económica en la Península Ibérica, no parecen convencer al mercado internacional e incluso se plantean hipótesis, para muchos inimaginables, como la posible salida de España del Euro. Por el contrario, al otro lado del Atlántico, Latinoamérica, en su generalidad, muestra un crecimiento esperanzador y algunas economías abiertas a la inversión extranjera. En este sentido, el reportaje anual Global Report (p.27), expone la ya fuerte internacionalización de las empresas ibéricas en busca de oportunidades de negocio en países foráneos, una tendencia que los despachos externos pueden llegar a capitalizar.

Advisory BoardAntonio Alonso Ureba,

Garrigues, Madrid José M. de Areilza Carvajal,

Secretrary General, Aspen Institute España, Madrid

Joaquín Calderón, Barclays Capital, Madrid

Peter Cornell, Metric Capital Partners, London

Charles Coward, Uría Menéndez, Barcelona Olga García-González,

Head of Legal, Banco Santander, London

Ilene Gotts, Wachtell Lipton Rosen & Katz,

New YorkCristina Jiménez Savurido,

President, FIDE, MadridJosé Miguel Júdice,

PLMJ, Lisbon Ramón Mullerat,

Iuris Valls, Barcelona Nielson Sánchez-Stewart,

Sánchez-Stewart Abogados,Málaga

Graham Vinter, General Counsel, BG Group,

London

“ ”

• IBERIAN LAWYER • July / August 2012 www.iberianlawyer.com

CONTENTS

EditorialNews 4• Lawsuits to hit the fi nancial sector

• Variable tax may ignite wave of energy claims

• New proposals could dissolve Iberian law fi rm alliances with Brazil

• Portugal attempting to take top spot in lusophone arbitration

• Preparing for the unthinkable: An exit from the Euro

• Concern over potential return to Argentine protectionism

• Lack of fi nancing causing major issues for businesses

On the move 15Who is moving where

News focus 16 Actions speak louder than words

Law fi rm profi le 18Lessons from both sides of the lawGonzalo Jiménez-Blanco, Ashurst

Panorama 20The General Counsel as newcomer inthe executive suite: What can go wrong?Werner Vanderhaeghe, Morgan, Lewis & Bockius

Opinion 21Innovation and entrepreneurship:Factors that count, contexts that stimulateCarlos Valls, Iurisvalls

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In-HouseClient View 22Are law fi rms adapting to in-houseCounsels’ needs?Bruno Santos de Jesus, Banif

Client View 23Going above and beyond to surviveRamón Novo Cabrera,Vestas Mediterranean

Banking & Finance Update 25How Spanish reforms affectnon-fi nancial corporatesSalvador Ruiz Bachs, Allen & Overy

Banking & Finance Update 25New European Rules on short selling and credit default swapsSofi a Thibaut Trocado and Mariana DuarteSilva, Sérvulo & Associados

Real Estate Update 25Spain seeks more fl exibility in the housing rental marketIsidro del Moral and JacoboSánchez-Andrade, Broseta Abogados

Tax Update 25Welcome to Portugal’s new ‘goldenpassport’ law Pedro Pais de Almeida, Abreu Advogados

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The publisher and authors are not responsible for the results of any actions (or lack thereof) taken on the basis of information in this publication. Readers should obtain advice from a qualifi ed professional when dealing with specifi c situations.Iberian Lawyer is published six times a year by Iberian Legal Group SL. Image set and printed by Cudipal Gestión Gráfi ca SL, Spain.© Iberian Legal Group SL 2012July/August 2012Copyright applies. For licensed photocopying, please contact [email protected]

Editorial policyIberian Lawyer provides a window on the Iberian legal profession for domestic and international law fi rms and general counsel. The magazine is funded by subscribers and advertisers, as well as sponsoring law fi rms that provide the Legal Updates and Profi les within the Special Reports.

Legal DepositM-5664-2009

On the cover: Faced with uncertainty in Europe, the trend of companies seeking new opportunities and investment in more buoyant markets shows no signs of stopping. But to successfully expand their global reach, lawyers need to follow, or anticipate, where their clients are heading.

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CONTENTS

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32

31

30

29

28

22

46 35

Special Focus: Latin America The winners and the losers... 41

At last, Mexico opening its doors 44

Juan Carlos Serra, Basham Ringe & Correa

A new kind of energy 44

Mauro Penteado, Machado Meyer Sendacz &

Opice Advogados

The US: A platform for Latin

American transactions 45

Xavier Ruiz, K&L Gates

Capitalising on Colombia 46

Glenn Faass, Norton Rose Colombia

Multinational mediation 46

Manuel Alvarez-Trongé, Bartolome & Briones

Transactions 55

Guide to Law Firms 48

Global Report Going global:What the doctor ordered 27

Capitalising on your global network 31Jaime Folguera, Uría Menéndez

Partnering with China 32Emily Wang, Zhong Lun

A New York state of mind 32Rubén Ferrer, Gómez-Acebo & Pombo

Spanish banks offer unique ‘gap fi nancing’ solution to US market 33Fernando C. AlonsoHunton & William

M&A on the rise, but with a new twist 34Javier Amantegui, Clifford Chance

Portugal’s privatisations are a start,but not a solution 35João Vieira de Almeida, Vieira de Almeida & Associados

Realising the potential of the PALOPs 35Nelson Raposo Bernardo, Raposo Bernardo

Energising the Portuguese market 36António Vicente Marques, AVM Advogados

Angola opening its doors to investors 37Fernando Veiga GomesAbreu Advogados

New legislation hopes to prompt investment 38João RoblesF. Castelo Branco & Associados

Balancing risk and reward 38Luis Fernando Guerra, Deloitte

Local with a global fl avour 39Kiko Carrión, Eversheds Nicea

India: A brave new world 39Karan Singh, Trilegal


BANKING & FINANCENEWS

4

Lawsuits to hit the fi nancial sectorState prosecutions and civil actions have begun following the collapse of institutions, as attempts to recover losses and shed light on questionable decision-making beginIn the wake of the collapse of Spain’s largest domestic bank, Bankia, the serious business of allott ing blame has started. Lawsuits have been launched by retail investors against the bank, while state prosecutors have also begun fraud investigations against 33 former executives, including the former Chairman Rodrigo Rato.

But Bankia is one of only a number of institutions now facing criminal investigation or civil claims that are drawing in an increasing number of law fi rms. The actions surrounding Bankia have seen new mandates for its established adviser Uría Menéndez, which the fi rm would confi rm, with Cuatrecasas Gonçalves Pereira among the name of those that may be representing the bank’s holding company Banco Financiero y de Ahorros (BFA) and former executives. Criminal defence fi rm Oliva-Ayala Abogados is representing Rato.

Bankia’s problems are considered symptomatic of years of mismanagement within the country’s cajas, coupled with reluctance on the part of regional and national governments and the Bank of Spain to rein in the local politicians and businessmen that dominated the Boards of many, suggest lawyers.

A civil action has also now been launched by AEMEC (Spanish Association of Minority Shareholders of Listed Companies) on behalf of over 400,000 investors who have lost 40 percent or more of their investment in Bankia since its July 2011 IPO, or who were encouraged to swap their savings on deposit for preference shares. The action is being co-ordinated by Madrid-based plaintiff fi rm Cremades & Calvo Sotelo, which has similarly fi led a claim against Novacaixagalicia – also the subject of a fraud investigation.

In the case of Novacaixagalicia, a state investigation is underway against fi ve former Directors alleging unfair administration and the unapproved award of €7.8m in early retirement compensation – benefi ts that were not approved by either the Bank of Spain or its own Board of Directors. Novacaixagalicia former executives are being advised by teams from leading Madrid criminal law fi rm Estudio Jurídico Rodríguez Mourullo and from Gómez-Acebo & Pombo.

Banco de Valencia and CatalunyaCaixa are also facing formal investigation or civil claims for accounting irregularities and mismanagement, both of which have had to be bailed out by the Government. The legal advisers have not yet been made public, although Garrigues advised CatalunyaCaixa at the time of its nationalisation, while leading Valencia-based penal practitioners, among them Javier Boix, are reported as having been engaged by Banco de Valencia executives.

Central to the claims surrounding Bankia is the run up to its July 2011 IPO – Spain’s fi rst major listing since 2007 – which was promoted as a means of raising new capital and widening the bank’s investor base. The listing raised €3.5bn with Bankia advised by Uría Menéndez alongside Davis Polk & Wardwell, with Linklaters advising the underwriting banks.

Less than a year later the bank collapsed. Just weeks earlier it had reported a €328m profi t but a new management team brought in after the departure of Rato, led by economist José Ignacio Goirigolzarri, subsequently restated the accounts to show a €2.98bn loss.

Bankia continues to face scrutiny not only because of the scale of its collapse but also because of its impact on retail investors and ties to the ruling Partido Popular (PP) Government. Rato was previously Finance Minister in the PP Government of Prime Minister José María Aznar. He has put much of the blame for the collapse on the former Governor of the Bank of Spain, Miguel Ángel Fernández Ordóñez, and successive Governments, claiming that Caja Madrid was pushed into the Bankia merger and IPO.

Some commentators suggested at the time that institutional investors were being strongly encouraged to support the listing despite reservations over Bankia’s liquidity. A claim now supported by Rato, who has also stated that a less demanding rescue plan was rejected in April by the Rajoy Government.

The collapse has hit a public nerve and there is a demand for answers, says one Madrid Managing Partner off the record. The coming months will therefore see serious scrutiny of Bankia and its management as well as the collapse of other cajas.

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ENERGY

5

NEWS

Electricity producers await fi nal details of a tax that has the potential to generate sector restructuring and a wave of claims

Variable tax may ignite wave of energy claims

The publication of major new energy reforms in Spain, including a draft law, is highly anticipated by lawyers and producers alike. The Government is looking to cut the country’s estimated €24bn electricity tariff defi cit and gain bett er control over the cost of production and the electricity distribution pool.

“The law will likely bring major new challenges for energy producers in Spain,” says Luis Pérez de Ayala, Energy Partner with Cuatrecasas Gonçalves Pereira, “inferring signifi cant changes to companies’ fi nancials and ultimately prompting a new round of restructuring among some in the sector”.

This will see the introduction of new taxes on Spain’s energy producers, intended to bett er align electricity production costs to the prices paid by consumers, and bett er balance the Government’s fi nances. Such developments come after major amendments last year to the feed-in tariff (FiT) paid to renewable energy producers.

Among the fi rst major policy statements of the new Government of Mariano Rajoy was a cut in public sector defi cits to zero and the reduction of government debt in the face of a declining economy and unfavourable bond markets. A key element of this goal has been to tackle the country’s electricity tariff defi cit – the diff erence between the price paid to producers for their electricity in the national ‘production pool’, and that paid by end users.

The defi cit has widened signifi cantly in recent years as a result of generous subsidies paid to renewable energy producers, limited co-ordination between central and regional governments in approving new renewable schemes, and a lack of political will to raise the energy prices paid by consumers, say experts.

The previous Spanish Government had sought to close the defi cit gap through the issue of bonds via a dedicated Energy Defi cit Fund (Fondo de Amortización de la Deuda Eléctrica – FADE) but struggled to raise consistent investor demand.

The new Government now plans a suspension of subsidies for all new renewable energy plants and has unveiled a draft energy law addressing what it sees as

systemic problems in the energy sector.The draft law will see the introduction of a production

tax expected to raise up to €1.18bn. Traditional energy sources such as gas and coal production, alongside cleaner methods like nuclear and hydroelectric power, are expected to be taxed at four percent. The tax on wind energy production is predicted to be 11 percent, while solar PV and solar thermal installations are expected to pay 19 percent and 13 percent respectively, suggest lawyers.

Such a levy will inevitably impact the viability of many production schemes, leaving them signifi cantly short of the amounts the Government must actually raise to close the defi cit, believe some. In the current economic climate, there simply isn’t the will to impose a more realistic levy of 35 percent, which many estimate is necessary to align energy production and consumer cost.

The new legislation deals a further blow to an industry already suff ering a dramatic reduction in the feed-in tariff regime, say lawyers. Generous subsidies had helped place Spanish solar and wind manufacturers at the cutt ing edge of the sector internationally, but a lack of co-ordination between the regional planning authorities that approve new schemes and the Madrid Government, which manages the FiT regime, has meant that subsidy costs have spiralled out of control.

The result has been a reduction in tariff eligibility and of the prices paid to both wind and solar photovoltaic (PV) producers, prompting hundreds of claims against the Government as sponsors and producers rapidly discovered that their schemes were no longer viable.

Although most claims begun by domestic entities have been defeated in the courts, a €2bn arbitration claim by 14 international solar PV investors and producers rumbles on. Allen & Overy is acting for the plaintiff s with Herbert Smith acting on behalf of the Government.

“The new law has the potential to signifi cantly shake-up the market,” says Pérez de Ayala, “and comes after years of talk as to how to tackle the defi cit”. And a new round of legislative amendments may yet also generate a wave of new claims, say lawyers.


NEWSLAW FIRMS

6

New proposals could dissolve Iberian law fi rm alliances with BrazilA ruling is imminent on provisions that have the potential to close the Brazilian legal market’s doors to international law fi rmsThe Brazilian Bar Association (OAB) has issued a draft proposal for new provisions severely tightening the relationships between domestic and foreign law fi rms.If approved, it will signifi cantly restrict the activities of foreign fi rms in Brazil, potentially resulting in alliances and associations being dissolved.

The proposal has not come out of nowhere. Last year the Brazilian press reported on the fi rst trial of the Brazilian Bar Association (OAB), which resulted in the suspension of two lawyers for an association between Brazilian and US fi rms. One of the fi rst alliances in the country was also investigated, between Linklaters and Brazilian Lefosse Advogados. While this matt er was looked at closely by the OAB, local sources say that a sett lement agreement was reached and the matt er is no longer ongoing.

Sources have also pointed towards open investigations into other alliances, including Uría Menéndez and Dias Carneiro Advogados (Brazil), and Baker & McKenzie and Trench, Rossi e Watanabe Advogados (Brazil). However, the law fi rms are quick to say they are respecting guidelines.

“Uría Menéndez has always collaborated with the OAB and nowadays no investigations are open,” says Luis Acuña a Partner at Uría Menéndez. “Should the OAB dictate new provisions where we need to adapt, we will do so accordingly.”

Baker & McKenzie has had a cooperation agreement with Trench, Rossi e Watanabe for more than 50 years. And while the OAB recently examined this cooperation agreement, says Claudia Prado, Managing Partner at the fi rm, it recognised that the fi rm operates independently, as a Brazilian law fi rm with only Brazilian lawyers.

While not closed off entirely to international involvement, since 2010 Brazil has very strict rules as to what foreign law fi rms may and may not do within its borders. They can work as ‘foreign legal consultants’ providing advice and answering questions on international law, but cannot advise on domestic law or activities, nor work within the same offi ces as any local lawyers. Therefore to provide a full service in Brazil,

foreign law fi rms need to form an alliance, association or partnership with a local fi rm.

The draft proposal, however, intends to take this a step further, and prevent, or obliterate, many practices that are currently being utilised by local and international law fi rms alike.

The OAB intends to clear up any potential for confusion when it comes to brand or institutional identity, which eff ectively means a very clear separation between local and foreign fi rms. These include prohibiting the sharing of email addresses, phone numbers, business cards, websites, databases, client lists and HR, among many others.

Most notably, fi rms would not be able to use the phrases “associated with” or “in cooperation with”, according to the OAB’s proposal document.

If approved, this could potentially mean the end for some established alliances, and severely restrict international law fi rm activity in Brazil.

Sources have said that one driver behind this push is the recent increased presence of international law fi rms since the start of the global economic crisis. As Brazil’s economy keeps growing and its place as a destination of opportunities remains high (see our Latin America Special Focus page 43), so have the number of law fi rms wishing to stamp their footprint there.

These international alliances are perceived by many, say lawyers, as having led to increasing market share by previously small players in the market, and this competition doesn’t sit comfortably with the top tier fi rms.

It is no surprise, therefore, that the majority of judges that decide on the processes being investigated belong to leading independent fi rms, they add.

The proposal was drafted by Carlos Roberto Siqueira Castro, a Partner at one of Brazil’s biggest law fi rms, Siqueira Castro Advogados, and is currently being reviewed by the OAB’s International Relations Committ ee.

A ruling is imminent, and if the Federal Counsel rules in favour of the proposal, then this may be the end for domestic and international law fi rm alliances, with implications for the likes of DLA Piper, PLMJ and VdA, which all have alliances with Brazilian fi rms.

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NEWS

7

ARBITRATION

New centre in Lisbon refl ecting rising domestic demand and a drive to attract more cross-border disputes against stiff competition from established players

Portugal attempting to take top spot in lusophone arbitration

The recent launch of a new Lisbon Arbitration Centre (LIC) continues to refl ect the growing profi le of arbitration but also, many hope, cement Portugal’s position as a venue for lusophone disputes.

The Portuguese Industrial Association (AIP) and the Portugal Business Association (AEP) have combined to launch the LIC. The AIP already operates the IP-focused ARBITRARE dispute forum, while the focus of the new Centre will extend to mediation, conciliation and arbitration encompassing commercial, administrative, fi nance and environmental disputes.

This comes on the back of the already established Porto and Lisbon Arbitration Courts – off shoots of the local Chambers of Commerce – and the publication in March of a new Portuguese Arbitration Law. This develops the 1986 Arbitration Act while also drawing on the 2006 version of the UNCITRAL Model Law, as well as best practice from countries with an already strong tradition of arbitration including France, Switz erland and the UK, say experts.

Despite such investment, however, some lawyers question whether it is more physical facilities that are needed and caution against any expectation of a rapid rise in demand for Portugal as a seat for lusophone disputes. Commercial lawyers must fi rst incorporate the relevant clauses into contracts, which then have to generate

disputes, meaning that it may be up to fi ve years before any real success can be measured.

José Miguel Júdice, Head of Arbitration at PLMJ and member of the ICC International Court of Arbitration, confi rms that Portugal is seeing a rise in domestic arbitration demand – in the face of an overwhelmed national court system. He is confi dent, however, that as international investment rises across the lusophone world so will the number of disputes.

However, despite the added att raction of one of the world’s most modern arbitration laws, Portugal faces strong competition in the lusophone arena. Brazil has an already well-established arbitration culture, and institutions, while much remains to be done to promote arbitration in markets like Angola and Mozambique.

“Just because an arbitration centre exists does not mean people will use it,” says Júdice. “There are sadly examples of empty tribunals all around the world.”

The coming months should shed further light on whether this is an indication of the state of Portugal’s court system, or the failings of its current arbitration centres.

Júdice and other senior members of the Club Español de Arbitraje in Portugal, are now embracing the opportunity for developing Lisbon, in addition to Madrid, as a centre for arbitration.


While the economic crisis continues to dominate the global business landscape, in-house lawyers in Spain and Portugal are being asked to consider, and prepare for, the unthinkable – the legal issues arising from a withdrawal of one or more countries from the Eurozone.

Banks worldwide, including Spain and Portugal, have lent $167.7bn to Greece, according to the Bank of International Sett lements. Iberian businesses, which are already suff ering from the lack of available fi nancing (see page 13) will go even further into crisis mode as a shift away from the Euro could mean huge losses when faced with a devalued economy and a new currency.

It is unusual for a sovereign state to default on its debt obligations where it has borrowed in its own currency. With control of its own currency, a state can always request that its central bank create new money.

But no such option is available with the Euro. It is the European Central Bank (ECB), and not the sovereign governments, that controls the printing of further funds, and no one country can request such a measure just to meet its debt obligations. Many have said that the currency has been destined for failure

from the start, say lawyers, for precisely the reasons the Eurozone is facing today.

But it is, of course, the risk of legal uncertainty that is top of the agenda for both in-house lawyers and their external advisers. Keen to explain that this is neither a desired nor expected scenario, many are making contingency plans for a range of diff erent scenarios.

“Businesses are of course hoping for the best, while making plans for what they will have to do in the worst scenario,” says Pedro Cardigos at Cardigos in Portugal.

Many businesses, he explains, have been preparing actions lists, containing, for example, legal issues to be addressed within the fi rst 48 hours of an exit, while also retaining law fi rms that will be available to assist them in the danger zones.

Members of Iberian Lawyer’s In-House Club confi rmed that they have been asked by their businesses to prepare for the diff erent possible scenarios and ensure that there are eff ective provisions in place.

For some, this has meant a full-scale review of commercial agreements as well as loans, terms of payments, among many others.

8

NEWSEUROPEAN UNION

Preparing for the unthinkable: An exit from the EuroLawyers are being asked to contemplate impact of a Euro-exit, with far–reaching implications for clients and law fi rms alike

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NEWS

According to one senior in-house lawyer, the legal situation would be so complex, and such a mess, that they would have to rely on new, and hopefully very rapid, legislation at the European level. It was not a situation that would be resolved at national level, they said, but at a macroeconomic EU level.

European leaders have, however, been quick to explain that there is no treaty mechanism for a country, such as Greece, to exit the Euro – a lack of foresight that has amazed lawyers and in-house counsel alike.

A country can, however, leave the EU itself, which requires approval from a qualifi ed majority of the European Council. If approval is not granted, however, a Member State can exit unilaterally following a notice period of two years.

While leaving the EU enables a departure from the Euro, gaining a majority decision is clearly problematic. And two years is a very long time to wait in a debt crisis.

A country could, of course, choose to cut its losses and run, walking away from the treaty and the Euro and reintroduce its currency.

Given the legal and economic implications, however, say lawyers, this is very unlikely to happen.

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TAX

Concern over potential return to Argentine protectionism Companies will face higher tax burdens as the country terminates double taxation treaty with Spain and further damages inter-country relationsThree months after the expropriation of Repsol YPF, Argentina has dealt its former ally another blow. On 29 June 2012, the Government unilaterally terminated the double tax treaty it has with Spain, with eff ect from January 1st, 2013. This is also on the back of having terminated its tax agreement with Chile a month earlier.

Until now, the Treaty had provided a tax framework for cross-border business, and Spain has signifi cant investments in Argentina that have so far relied on certain preferential tax provisions.

In particular, reduced tax rates on dividends, interest, capital gains and royalties, says Eugenia Castillon from Herbert Smith Spain’s tax department.

“Among them withholdings on interest benefi ted from a reduced rate of 12.5 percent and withholdings on royalties benefi t from reduced rates of three percent, fi ve percent, 10 percent and 15 percent, depending on the nature of the royalty.”

Companies with interests on either side of the Atlantic now need to seriously revise their positions.

Among them, there will be major implications in the area of interest and royalty payments from companies located in Argentina to companies located

in Spain, says Máximo Luis Bomchil, Managing Partner of M. & M. Bomchil in Argentina. “The rate of withholding taxes for these items in the treaty were substantially lower than the rates of the Income Tax Law applicable when no tax treaty is in force.”

Spanish multinationals with subsidiaries in Argentina will also need to look at the tax implications for their Spanish employees working abroad, in particular in relation to the Argentine rules of tax residency.

Spain does have some internal mechanisms that may mitigate the risk of double taxation, however they only cover a limited number of situations. Lawyers must now fi nd new tax shelters and effi cient, appropriate ways for their clients to structure new investments, to minimise their exposure to any risk of double taxation and ensuing losses.

The motivation behind the renouncement is likely political, say lawyers, following Argentina’s recent arguments with Spain over Repsol YPF. But for a country in such need of foreign investment (see our Latin America Special Focus, page 41), this latest move has sparked concerns of a new wave of Argentine protectionism, they say.

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NEWS

News in brief

Brazil deal makes Abertis the world’s largest motorway operatorSpanish toll road operator Abertis has announced that it has partnered with US fund Brookfi eld Infrastructure to buy a major stake in OHL’s Brazilian highways operation, São Paulo-listed OHL Brasil.Abertis is acquiring 51 percent of Participes en Brasil (PeB), which holds 60 percent of OHL Brasil, with Brookfi eld acquiring the remaining 49 percent.

Abertis was advised by Freshfi elds (Partner Toni Valverde) and Matt os Filho, Veiga, Marrey Jr e Quiroga Advogados in Brazil. It must now, however, await a Brazilian regulatory decision on whether it has to bid for the remaining 40 percent of OHL Brasil.

Abertis is paying 10 percent of its shares to OHL (increasing its stake to 15 percent), along with €10.7m and will take on €504m of OHL Brasil’s debt.

The move is a major step in Abertis’ plan to diversify away from Spain, which now accounts for only 27 percent of operations, while increasing to 20 percent the proportion of the group’s activities in Brazil.

Ferrovial see BAA’s UK airports holdings further reduced BAA, the UK airports operator majority-owned by Spain’s Ferrovial has lost its appeal against a Competition Commission (UK CC) demand that it sell London Stansted.

Herbert Smith has been representing BAA throughout the three-year batt le to retain control of Stansted following earlier rulings to sell London Gatwick and Edinburgh airports. The sale will leave BAA operating only four UK airports.

BAA sold Gatwick to Global Infrastructure Partners in 2009 for £1.5bn (€1.9bn) – a deal that saw Allen & Overy, Slaughter and May and Freshfi elds Bruckhaus Deringer take lead roles. In April this year, BAA reluctantly sold Edinburgh airport to the same buyer for £807m (€1.02bn) – Scott ish fi rm McGrigors acted for BAA opposite Slaughter and May and Shepherd and Wedderburn for GIP.

The sale of Stansted is expected to raise around £1bn (€1.27bn). Ferrovial itself sold a 5.8 percent stake in BAA last December, reducing its holding to just below 50 percent – signifi cant because it meant that BAA’s £10.8bn (€13.7bn) debt no longer had to be refl ected in Ferrovial’s own accounts.

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NEWSIN-HOUSE

In-house Counsel say that as the crisis deepens, so does the battle to secure fi nancing, especially if you are suffering from an international market perception problem

Lack of fi nancing causing major issues for businesses

Europe’s fi nancial crisis is causing acute problems for even the most successful of businesses. Not only are those with existing fi nance experiencing problems, with many struggling to renegotiate the terms of their credit agreements, but also new sources of investment for expanding businesses have become scarce.

The situation is made even worse in cases where a business is reviewing and restructuring its operations or where they are experiencing fi nancial diffi culties.

Company Secretaries and In-house Counsel from some of Portugal’s largest banks and businesses discussed potential approaches and solutions during a recent Master Class in Lisbon. Members of Iberian Lawyer’s In-house Club had requested the meeting in order to learn from each other’s experiences, discuss potential domestic solutions and innovative international alternatives.

Participants att ended from a wide range of businesses such as Ascendi, Banco Itaú, Banif, Barclays, Colt Technology Services, Galp Energia, Millennium BCP, Portugal Telecom, and Tabaqueira. They were joined by top experts from international law fi rms, including Nancy A. Mitchell and Paul Berkovitz from leading US fi rm Greenberg Traurig.

Mitchell, who leads the Business Reorganisation & Financial Restructuring Practice at Greenberg Traurig, moderated the discussion together with António Neto Alves, General Counsel at Portucel Soporcel Group. Summarising the gravity of the situation, Neto Alves said that the challenge for Portugal has gone beyond the initial lack of fi nance for investing in growth, and businesses are often struggling just to ensure working capital and managing cashfl ow.

“And outside of Portugal, there is a perception problem,” he added. “For example, US banks look at Portugal and cannot make sense of what is happening with regards to the restructuring of a company or insolvency.”

Opinion among participants was split on the question of how long the current challenge would last and how deep it would go. There is a diff erence between the internal reality and external perception of Portugal, Pedro Cassiano Santos, a Partner at Vieira de Almeida explained. “We haven’t defaulted on our obligations and the country is responding to the crisis. We need to communicate this bett er externally.”

Pedro Cardigos at Cardigos in Portugal was less optimistic: “I would love to live in that country, but

I do not think it refl ects the current reality. The downgrading of Portugal will take years to get back and has aff ected everything. The need to fi nd ways to source funding is the new reality.”

There was full consensus, however, on Portugal’s damaged international image and the diffi culties that this was causing to businesses, and their In-house Counsel.

Companies have therefore been exploring available options, including restructuring their international operations into new corporate entities, thereby ring-fencing their Portuguese assets. “This allowed us to separate our business, as much as possible, from perceived Portugal risk,” one participant explained, and had meant that they could raise funds on the back of their non-Portuguese assets.

Unfortunately, there is no magic solution to these issues, the moderators explained, with each

structure sharing advantages as well as disadvantages. Such approaches do unlock value from assets, but they need to be structured in a way to overcome resistance from parent lenders if they don’t want assets out of the corporate group.

Where a business is looking to borrow on their

non-domestic assets, or generate revenue by selling assets, they have to look carefully at the best corporate structure. And att racting foreign capital would inevitably be a challenge until the situation with the Euro is sett led.

“Investors need to be able to understand the legal risk of a market because that allows them to price that risk into an investment,” said Mitchell at Greenberg Traurig. “If the legal risk of a market is uncertain then investors can’t price it and therefore may not invest. While US investors have tremendous interest in Portugal, they fi nd it diffi cult to quantify the legal risk.” The Portuguese need to help the US market understand that while their restructuring and insolvency systems, among others, are diff erent, they do in fact work.

Both Mitchell and her colleague, Paul Berkowitz , a Miami-based Shareholder in Greenberg Traurig, have seen interest from their clients in Spain and Portugal, from the US as well as China, with the bond market or hedge funds providing some interesting options.

The current and most pressing need, however, is to package distressed purchase deals in such a way as to provide legal certainty and at prices that match expectations on both sides.

In-house Counsel attending recent Master Class


NEWS

News in brief

Spanish lead on London transport cartel appealCuatrecasas Gonçalves Pereira has advised Metro Madrid alongside a number of other major European rail companies in their long-running claim for damages against a cartel involving carbon and graphite products used in train motors.Metro de Madrid, Deutsche Bahn, EMEF / CP (Portugal), NS (Netherlands) and Trenitalia / RETE Railway Italiana (Italy) appealed the judgment of London’s Competition Appeal Tribunal, which had originally declared their claims for damages time-barred.

Cuatrecasas Partner Paul Hitchings, alongside Senior Associate José María Campos, worked with the London offi ce of transatlantic plaintiff fi rm Hausfeld & Co in the appeal.

UK-based Morgan Crucible, alongside Schunk, SGL, Le Carbone Lorainne and Hoff man were originally found guilty of operating a cartel by the European Commission in 2003 and collectively fi ned €101m. The cartel had operated for 11 years in a market worth an estimated €290m a year. Between them, the fi ve companies controlled 93 percent of the market but had argued that it was too late for any private damages claims to be initiated.

Morgan Cucible originally won immunity from EU fi nes by being the fi rst to cooperate – however its former Chief Executive Offi cer Ian Norris was sentenced to 18 months in prison in a parallel US case.

The ruling of the Appeal Tribunal now opens the door for the aff ected companies, including Metro Madrid, to seek private damages against all fi ve defendant companies.

FCC win major US bridge contractA consortium, including Spain’s FCC, has won the $649.5m (€540m) contract to replace the Gerald Desmond Bridge, the largest in the US, connecting Terminal Island to the Port of Long Beach.

FCC alongside US group, Shimmick Construction Company, Italy’s Impregilo and Arup North America, won a competitive tender to design and build a new 610 metre bridge and approach roads. Los Angeles-based infrastructure fi rm Nossaman is advising The Port of Long Beach and Caltrans, who are managing the award through California’s Design-Build Demonstration Programme. FCC is represented by US law fi rm Hunton & Williams.

The consortium presented a bid with both the highest technical score and the lowest proposal price. The contract will see the replacement of the existing span, built in 1968 and which carries 15 percent of all containerised cargo imported to the US.

FCC’s bid beat two other pre-qualifi ed groups: one comprising Dragados USA, Flatiron West and CC Myers; and a second led by Sweden’s Skanska, alongside US-based Traylor and Massman.

Alongside the Port and Caltrans, funding partners for the project include the Los Angeles County Metropolitan Transportation Authority and US Department of Transportation. The total project cost is estimated at $1bn including preparation and demolition. Construction is scheduled to start in 2013 and complete by 2016.

FCC is currently bidding for €9bn worth of public works contracts in the US.


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14


ON THE MOVE

15

Cementing a Madrid presence

London iscalling

Jausas, one of Barcelona’s independent firms, has recently taken over A & S Sampere Abogados, hoping to finally cement their presence in Madrid.

Prominent in life sciences, IP, litigation and restructuring and refinancing, Jausas has so far concentrated on growing its specific sector expertise

and base in Barcelona. But Agustín Bou, Managing Partner of the firm, has always had the very clear goal of consolidating and expanding his firm’s practice and profile in the Spanish capital.

However, this has not always been as easy as they had hoped. The tie up with A & S Sampere Abogados could finally see this goal become a reality. The 14-lawyer firm specialises in labour law, and is known as a boutique leader in its field. Founding Partner Ignacio Sampere will join Jausas as a Partner.

Having so far not been able to really make their presence felt in Madrid, this merger may just be what sets Jausas on its way.

Miranda Correia Amendoeira & Associados has recently set up a London offi ce, one of the fi rst Portuguese fi rm to do so. The fi rm is principally known for being a prominent player in Africa through the Miranda Alliance, with a very successful lusophone strategy, led by Rui Amendoeira, Managing Partner.

The offi ce will be headed by Nuno Antunes, current Of Counsel at the fi rm, and the intention is to support its clients in sectors such as oil and gas, banking and fi nance, real estate, construction and infrastructure and TMT.

While the fi rm has many UK and European clients, this surprising move is intended merely to bett er assist existing and new clients, and prospective investors, that wish to do business in Miranda Alliance jurisdictions. No doubt with the current economic climate in Portugal, this could help to open doors to potential inbound investment opportunities.

Judging by its previous success in penetrating new markets, it will be interesting to see what direction the Miranda Alliance will take next.

Agustín Bou Rui Amendoeira

Who Where from Where to What areaAlonso Hurtado LexTIC Ecija Compliance

Álvaro Sánchez López-Chicheri Garayar Asociados Lener Corporate and M&A

Carmen Núñez-Lagos Bernardo Cremades y Asociados Hogan Lovells International Arbitration

Francisco Guijarro Squire Sanders Hammonds Olleros Abogados Tax

Gerard Marata Cuatrecasas, Gonçalves Pereira Ventura Garcés & López-Ibor Tax

Gonzalo Aranzabal KPMG Abogados Watson, Farley & Williams Commercial

João Maricoto Monteiro PLMJ Pares Advogados Tax

José Manuel García-Quílez García-Quílez Abogados Montero Aramburu Criminal

José María Goerlich Universidad de Valencia Broseta Abogados Labour

Luis Bazán Gómez-Acebo & Pombo CMS Albiñana & Suárez de Lezo Criminal

Miguel Gordillo Garrigues Olleros Abogados Corporate

Rodrigo de Campos Vieira Ferrous Resources TozziniFreire Capital Markets and Banking

Sonia Cortés Cuatrecasas, Gonçalves Pereira Abdón Pedrajas & Molero International Labour

Senior Level PromotionsMorais Leitão, Galvão Teles, Soares da Silva & Associados: Miguel Nogueira de Brito, Nuno Peres Alves (Partner); Broseta Abogados: Carmen March Ortí (Partner); CMS Albiñana y Suárez de Lezo: Fernando Bazán (Partner).


NEWS FOCUS

The economic crisis is fast becoming business as usual, and domestic law fi rms urgently need to take action if they are to exist in a post-crisis landscape. They need to

make tough decisions, say lawyers, and, most importantly,

they need to be doing it now.

For too long, many Spanish law fi rms have been hoping for the crisis to pass. It seems as if some Partners are paralysed, unable to take any proactive action. Others, however, have seen the current crisis as a real opportunity to turn things around and take action.

Iberia has always favoured ‘bigger is bett er’, and fi rms have grown at unprecedented, and some say unnecessary, rates. Many believe that those higher up the food chain have now reached a tipping point, with sizes, and Partner numbers, that are too large to maintain in the crisis and beyond.

Comparing Spain to the rest of Europe, there aren’t other countries that have such huge domestic players. The traditional Spanish model of growth from the boom years is now subject to a ‘stress-test’, says Juan Picón, Senior Partner of DLA Piper Spain, and DLA Piper’s Managing Director Groups & Sectors. “This might mean that they need to right size their business to make it more aligned with the market reality, both in terms of volume of work and fees per fee-earner, and also compensation”.

Uría Menéndez is seen by many as having managed to preserve their leading position, client base and unique footprint in the face of the crisis. However, as one Managing Partner told Iberian Lawyer off the record, this is less to do with taking positive action and more to do perhaps with a “preservation” strategy.

Four years into the crisis, bold decisions are being taken. A move from a two-tier partnership to a full equity structure is not straightforward, one that was taken fi rst by Garrigues and then by Cuatrecasas, Gonçalves Pereira. This was an important development for Partners’ careers, says Rafael Fontana, Chief Executive at Cuatrecasas, fomenting a sense of belonging and unity within the fi rm. “It was necessary to take that step to be able to tackle future challenges and achieve our objectives.”

But there is also a clear need for many to balance out partnership disparities and

Actions speak louder than words

reassess a fi rm’s size and shape. Every fi rm has to have the leverage that is right for their business model, says Manuel Martín, Managing Partner at Gómez-Acebo Pombo. “This requires management of the balance between partners and associates, and it is no surprise that in these climate adjustments need to be made. We are working on this, which does not mean throwing away valuable associates and Partners.”

Diffi cult decisionsWhile every domestic law fi rm has been aff ected by the crisis, some lawyers agree that it is those near to the top of the leader board that are most in need of decisive action. While for others it’s the big fi rms that are more resilient. However, following years of growth, many have been struggling through the crisis with partner numbers that don’t correspond with the changes in the market.

While some have been forthcoming about their decisions, transparency is still a huge issue for Iberia’s law fi rms, many choosing denial instead. This ‘behind closed doors’ approach to the evaluation of a fi rm’s Partners and partner structure does nothing to stop the whispers of redundancies and offi ce closings echoing throughout the market and the media.

While many view Garrigues’ recent move to full equity as a step in the right direction, more action is to come. A quiet but steady reduction in numbers is said to be going on within the fi rm, say sources, with more of a focus on profi tability than size. This clearly shows that the fi rm is hitt ing the problem head on, albeit discreetly. Although the fi rm told Iberian Lawyer that numbers mentioned in recent media reports were incorrect.

Dealing with underachieving partners is key, and most fi rms feel unable, or unwilling to address it. In a ‘true’ partnership, where everyone is equal, some question the extent to which one can evaluate the performance of the other. But in fi rms where management is stronger, evaluation goes without saying.

“We´re having to introduce much tighter and more professional management, which is partly, but not only, a focus on fi nancial targets. Already I can see that we are a less friendly and supportive fi rm,” one Managing Partner told Iberian Lawyer. “I am fast becoming the least popular person in the building!”

The dead weightThe good years of picking up the phone to ongoing client work are now a thing of the past. Partners must now go out and fi nd new clients, new work and bring in the profi ts. And there is a clear divide between those that wish to run a law fi rm as a business, and those wishing to retain the collegial

La crisis económica que golpea a España y Portugal desde el 2008 ha visto deteriorarse los índices macroeconómicos de ambos países, integrándose y afectando a los mayores actores corporativos domésticos, los cuales progresivamente se han adaptado a la nueva realidad económico-social. Paralelamente las fi rmas de abogados, han tenido que tomar medidas urgentes para poder sobrevivir estos años y permanecer rentables en la era “post-crisis”. Por ello, son muchos despachos los que han tenido que tomar decisiones difíciles y a veces drásticas de forma inmediata, ya que de otro modo quizás para cuando reaccionen sea demasiado tarde.


NEWS FOCUS

17

therefore promoting loyalty and fostering unity within the fi rm is crucial.

As is transparency, both internally and externally, especially if you want to be taken seriously in the market both by clients and peers. Clients are reducing numbers and being open about it, therefore it makes no sense for law fi rms to hide the fact, says one Managing Partner off the record. When many of your lawyers are being taken on by competitors or clearly fl ooding the market, clients and the market alike can put two and two together and see redundancies.

Leadership, as well as managementTaking decisive action, however, does not just come in the form of tackling problems with internal structure, workforce or leverage. It also comes from having the courage to take risks when others are holding back, and to be aware that at some point life will begin again, and you need to be ready and raring to go when it does.

Accountancy fi rms, for example, have made clear strategic decisions aimed at taking advantage of this situation, KPMG and Deloitt e in particular. In the last year alone, KPMG has merged with Laboral Cusán Abogados, Valencia fi rm Ubi Lex and Castro Sueiro & Varela Abogados. Meanwhile, Deloitt e have picked up lawyers moving on from the largest of fi rms, including Garrigues and Uría Menéndez.

By seeing the crisis as a strategic opportunity, some say that they are displaying the strategic vision and eff ective leadership currently required by the law fi rms. They have been picking up respected lawyers with longstanding and profi table clients, integrating them and using this to manage out those under-performers, a great opportunity for the older generation of Founding Partners, seeking an elegant exit from the law at such a diffi cult time.

Some mid-size fi rms are, however, seeing the crisis as an opportunity to grow, in a wave of mergers, offi ce openings and team hirings. Dutilh merged in Barcelona becoming Vialegis Dutilh and Salans are recruiting new practice area Partners in Madrid. Jausas, for example, have just taken over Madrid fi rm A & S Sampere Abogados. Others, however, are bolstering their capital city bases with Partners from considerably bigger fi rms. Marimón Abogados’s new Madrid offi ce, for example, will be led, among others by Partners from CMS Albiñana, Ventura Garcés & López-Ibor have just acquired a Cuatrecasas Partner, and, most notably, MLA Associates, have been systematically sourcing talent from Cuatrecasas, Cliff ord Chance and Garrigues, among others.

The midmarket is grabbing the opportunity, with leaders taking considerable risks with growth at a time where most are reducing or consolidating. Whether those lawyers left of their own free will or were asked to leave, the smaller fi rms are catching the talent falling from the top of the market tree.

So now more than ever, many are suggesting that Iberia’s law fi rms require more than simple management, they require leadership. This may come, either in the form of a single individual with the skills, legitimacy and credibility required, or likewise from a leadership team that can handle the softer issues, people and offi ce politics, building a consensus for change and the initial challenges that brings.

Those in a state of paralysis and denial, may be running out of time to catch up. And if they don’t act, they are unlikely to have a place on the starting line.

values of a traditional partnership. UK and US fi rms in Iberia are clear about which side they are on – just look at the rounds of redundancies and increasingly tough evaluations they have been doing.

When the crisis hit, they took much more decisive and timely action. And they were transparent about it. “In 2009, we undertook a change in structure, with the consensus of all the partners, to reduce their numbers to adapt to the crisis market,” says Ignacio Ojanguren, Managing Partner of Cliff ord Chance Spain. “We also put a much greater focus on having challenging annual partner evaluations, which is a necessity for any fi rm with lockstep and something that all fi rms should be doing.”

Whether other domestic fi rms will take such action, remains to be seen. In fact, some say that they have already missed the boat. The largest of fi rms expanded without proper analysis and, now that the crisis has struck, reducing lawyer numbers has become that much more diffi cult.

For those domestic fi rms refusing to embrace ‘the now’, someone needs to take the decision, and take it quick.

Modern leadershipAnd while many competitors would point to fi rms such as Cuatrecasas and Garrigues as being ‘well managed’ with the many systems and supports in place, you would expect to see in any modern law fi rm, one thing is becoming very clear; good and solid management is not always the same as leadership. Reviewing the market position and opportunities, developing a consensus for change, agreeing the strategic direction and gett ing the buy-in required to get the fi rm there, those are the signs of a good fi rm.

However tight your ship, you still need a captain. And there is a clear breed of leader emerging that many believe will be the only one to navigate a law fi rm through the testing years to come.

If you read the newspapers everyday, says Martín at Gómez-Acebo & Pombo, you may become paralysed and not take any decisions. “You have to be able to see beyond the printed page and analyse the information with the big picture in mind.”

Modern leaders need to be open to the world and what is happening, embracing new objectives, which most likely will be outside of their comfort zone, says Picón at DLA Piper Spain. “In these challenging times, people sometimes feel lost and they need guidance, with vision and direction, the caring about these ‘soft values’ of your most valuable asset - your people – is, in my view, one att ribute that will be more and more sought after.”

At Cuatrecasas, Rafael Fontana is praised by some of his Partners as an able manager, who benefi ts from the political awareness of Executive Chairman Emilio Cuatrecasas when required. While over at Garrigues, Miguel Gordillo and José María Alonso were recognised by their competitors as skilfully sailing the fi rm through the hurricane of the Andersen collapse, regaining independence and persuading partners to refi nance the fi rm.

One very important characteristic, say lawyers, is to never assume anything; always make sure. Ensure that every single partner is aware of the situation of the market, and the fi rm, and ensure that they are tuned into the concerns of each and every partner. To be a leader you need followers, and


LAW FIRM PROFILE

18

Lessons from both sides of the lawCrossing from private practice to in-house is a well proven path. However, moves in the opposite direction have not always been as successful. The advantage for Gonzalo Jiménez-Blanco, Managing Partner of Ashurst Spain and Head of its International Finance Practice, is that he knows a thing or two about what in-house counsel want from their external law fi rms.

Formerly the General Counsel and Regional Counsel for Southern Europe at BT Ignite España, and Head of Legal at ICO (Instituto de Crédito Oficial), the Spanish state financial agency, this experience without a doubt gave him valuable transferable skills when taking the reins of Ashurst Spain.

Ashurst is in fact Jiménez-Blanco’s first foray into private practice. “I was 40 at the time, a little late to start, and adapting was a challenge.” When Stephen Fox moved back to England five years ago, Ashurst couldn’t have found a better connected candidate as Managing Partner for its Madrid office. His father is a lawyer and politician, and he has brothers at Clifford Chance and Allen & Overy.

The firmWhen it opened in Madrid in 2001, the firm had a difficult start. “No one knew who we were in Spain, and we had to invest a lot of time and effort in developing clients and relationships,” says Jiménez-Blanco. “People had to trust us before they would touch us, and that took time.”

But 11 years on, and the firm counts 90 percent of the IBEX 35 among its clients, as well as domestic and international clients, ranging from Barclays and BBVA to Coca Cola, Ferrovial, Santander and UBS. “Now we are in a position to say we have delivered,” he says, “and we have a track record to prove it.”

Ensuring that the London head office is onboard is a priority for Jiménez-Blanco. “They read the papers, they are very aware of what is happening in Spain,” he says. But as long as the Madrid office hits its targets, which it did with a growth of six percent in the year ending March 2011, London gives

El paso de la práctica privada a un departamento jurídico interno es un cambio que parece tener efi cacia probada. Sin embargo, el salto en la dirección opuesta no ha tenido siempre tanto éxito. Una excepción a la norma es el caso de Gonzalo Jiménez-Blanco, Socio Director de Ashurts España, que ha logrado una carrera de éxito en el citado bufete proviniendo del mundo empresarial, lo cual, le ha permitido entender mejor las exigencias de sus clientes.

Madrid the autonomy and freedom that it needs. The fact that Ashurst just elected its first female partner to its Management Board, Cristina Calvo, and she’s from the Madrid office, is a vote of confidence that they are doing something right, he says.

As for size, with 65 lawyers, Jiménez-Blanco is reasonably happy with where they are. “We intend to grow in a controlled way, but what we cannot, and will not do is to reduce our lawyers - we need the ones we have.”

In-houseDuring his time in-house, Jiménez-Blanco had many dealings with external law firms, both domestic and international. And he really appreciated the difference between them in terms of the famous ‘added value’. “It’s a tangible difference, you can feel it.” Nowhere more so than in their approach.

Some he found used inefficient and ineffective selling techniques that produce a negative, damaging reaction in the client. Techniques he actively tries to avoid and has used this to tailor how the firm offers their services to the clients.

Insider secretsVery simply, says Jiménez-Blanco, clients want to be treated as equals, no jargon, and use what he calls “creative innovation” – going beyond just knowing the law and actually solving the client’s problem. “The client doesn’t want a superstar lawyer teaching them the law or showing off how much they know. They want to be treated as equals and given solutions, not lectures.”

And just as ‘the customer is always right’, the client should always come first. He remembers waiting on an opinion from a law firm that never arrived. When he called to chase, he was told that the partner was at a conference in Rio. “Clients need to feel that they are the priority, and not be chasing their lawyers for answers,” he says. “And lawyers need to be helping their clients when they need it, not attending conferences.”

Leading through the crisisTaking his in-house experience, for Jiménez-Blanco, there are three characteristics needed to lead the firm


flexible and adapt to our clients needs, we are a business not a charity.”

Ashurst are now offering success fee arrangements to clients, and mixing fixed fees with variable ones dependent on the client and the case. “We have our own pressures, and need to maintain a level of financial discipline, but at the same time we recognise that it’s not in our interest to get the maximum fee we can from a client if we then lose the client. The long-term relationship is more important.”

The biggest challenge for the firm is to be able to get the level of instructions they have got over the past years. Jiménez-Blanco believes that law firms these days need to be “pioneers”, identify market trends before they are visible to everyone else and position themselves if they are to maintain their levels of activity.

“In the years of growth, 2005/6, we were good in identifying the public to private market,” he says, “advising Cortefiel, Telepizza, Amadeus and many others on huge cross-border financing transactions, competing with the likes of Freshfields, Clifford Chance and Linklaters”.

The same happened with non-performing loans in 2008, when the market for divesting of real estate portfolios and distressed assets was just starting. “We identifi ed early on there was potential, and positioned ourselves just as things were taking off , and have subsequently advised on most of the non-performing load transactions that have since taken place.”

What has been crucial for the fi rm, he says is that they are not commodity lawyers. “We compete in an arena of complex high value transactions, stick to our batt lefi eld and fi ght to maintain our position here.”

Clearly the firm has followed a different strategic approach to other English firms, such as Freshfields, Clifford Chance and Linklaters, and is comfortable with a more niche approach. But clearly the model of cultivating what you have and maintaining a smaller structure that allows flexibility, is a contender in the fight for crisis survival.

As the Managing Partner of a major Spanish law firm told Iberian Lawyer, asking that his comments remain off-the-record: “Not only are they very tough competition, in particular within finance, but Gonzalo is an exceptional human being.” After a long pause, they then smiled, adding “maybe I should just go and work for him!”

“ Law fi rms these days need to be ‘pioneers’, identify market

trends before they are visible to everyone else and position

themselves if they are to maintain their levels of activity

Gonzalo Jiménez-Blanco”

LAW FIRM PROFILE

19

through this crisis. “Work hard, cultivate your clients, and maintain your team spirit. This combination will always result in success.”

Jiménez-Blanco starts every month saying ‘we have to hit this target’. “When you hit it at the end of the month, you have to recognise that this has only happened because the team are working incredibly hard, and you need to make sure you don’t take that for granted.”

Maintaining team spirit has become even more crucial in the crisis. Even if his lawyers are busy, he knows that they are concerned about the economy, see their clients under extreme financial stress and difficulties, and this has a tangible impact on morale. “You need to ensure that the team feel a sense of involvement in the firm itself and the decision making process, rather than purely being there to just bill revenue.”

For the recruitment process, for example, all the lawyers in the firm play a part. “It’s very participative. When you hire one lawyer, you are adding to the team, so it’s logical that the team should be involved in the decision.” This helps, he says, to make the lawyers feel involved in the firm and take ownership and responsibility for its future.

Jiménez-Blanco also insists on his lawyers having an ongoing relationship with their equivalents in Ashurst’s other offices. “Many international firms are ‘international’ in theory,” he says, “but in practice their other offices are merely franchises.” He wants to ensure that there is always a certain level of contact between counterparts, to serve as a reminder that they are in fact part of something bigger than just Madrid.

This sense of involvement also extends to his role as Managing Partner. While some say it’s impossible to combine managing and fee earning, Jiménez-Blanco disagrees. “Maybe for those firms with over 200+ lawyers, this could be true, as that structure of organisation needs a full time manager. But with a smaller size, the two are very compatible, not only for your perception within the firm, but also for your own well being.”

Managing Partners also need to be good role models, but also work at the same level as their lawyers. Jiménez-Blanco is adamant that he wouldn’t want to abandon his fee earning activities. “I am still a lawyer, an equal, and I still draft documents!” Fee earning, he feels, is what connects him to the activity of the firm, the team, and, of course, the client.

The road aheadWith no visibility or certainty in the market, law firms are having to re-evaluate their positions on an almost daily basis. “Even if you are doing well, you can’t be optimistic, as the current market will not allow you to be.”

Jiménez-Blanco is very clear that they will not be entering into any aggressive price battles. “They are, of course, difficult to avoid given the market conditions, and while we have to be reasonable,


PANORAMA - A VIEW FROM BRUSSELS AND FRANKFURT

20

The General Counsel as newcomer in the executive suite: What can go wrong?When facing a crisis, there are some clear do’s and don’t’s for General Counsel,says Werner Vanderhaeghe

An evolution has taken place over the last decade and a variety of forces and events have made the role of General Counsel more prominent than ever.

In an ever-changing corporate, regulatory and global landscape, corporate governance has become a significant part of the General Counsel’s role. The General Counsel is not only a close and trusted adviser to the CEO, but increasingly a source of wisdom and support to the Board of Directors as well. Unfortunately for some, managing corporate crisis has also become part of daily life.

The impact of these changes on the General Counsel’s new and dual role means that the General Counsel must be a business partner while acting as the guardian of corporate integrity, answer directly to the Board while working closely with the CEO on a daily basis, and be able to say ‘no’ to the others on the executive team without being perceived as the ‘business frustration department’. This is no easy task.

Today’s General Counsel has earned his (or, increasingly, her) place in the executive suite and his or her appearance, with picture, in the company’s annual report next to those of the Chairman, the CEO and other senior executive officers.

So far, so good. But what if corporate disaster strikes and things go terribly wrong? What happens when, soon after signing, a highly publicised new joint venture disintegrates into financial turmoil, or when a divestiture goes awry and the company gets sued in bankruptcy proceedings all over the globe? Or when, despite the assurances of trusted outside counsel to the contrary, the company loses all important patent litigation and proprietary technology is snapped away by competition?

There is no escaping the harsh reality that together with a say in strategic decision-making comes accountability, and that having a visible presence in the executive suite means having to participate in corporate politics. The mix of these two can make for an explosive cocktail that can be difficult for a straightforward, trusted and upright General Counsel. No wonder, then, that turnover among General Counsels at large companies, hitherto largely nonexistent, has increased significantly.

Con un panorama regulatorio cambiante, el área de gobierno corporativo se ha convertido en una parte signifi cativa de la función del Secretario General. Su rol no es solo el de ser un asesor cercano y de confi anza para el Director General, sino que además se le exige ser una fuente de sabiduría y apoyo para la Junta Directiva.

All of this is a far cry from the perceived comfort and tranquillity of the position of the ‘kept lawyer’ of the previous decades.

Forewarned is forearmed, as the saying goes, and there are some do’s and don’t´s for General Counsels when dealing with the fallout of a legal disaster. A General Counsel, like any other member of management, should proceed on the following three assumptions in times of corporate crisis.

First, an organisation will always react to a problem, any problem, by looking for a personal failure of some sort and, by definition, for a scapegoat to put the blame on. Second, management may make mistakes, but a Board never does. Third, and most importantly, it can be very lonely at the top.

When crisis hits, the Board will ask questions. The Board will question the CEO and the CEO almost certainly will defer to the General Counsel. In general: “What went wrong? How is this possible?” On process: “We were not informed,” or worse “Management has not given us full or adequate information”. On result and cost: “But you told us that this would work and we have given you all support to make this work”. On the role and quality of outside counsel: “Did we have the right firm?” Inevitably, someone will have told a Board member that another law firm allegedly was better qualified and should have been used.

As in many instances in corporate life, no readymade solution exists and each crisis will have its own dynamic and will require a succinct approach. But wisdom, transparency and above all, integrity will serve a General Counsel best at all times.

At the end of the day, General Counsel of the present era, even if they may have to take the blame and resign like their colleagues in the executive suite, can at least take some solace in the accomplishment of having risen to a position on the corporate ladder that, in consultants’ speak, is no longer ‘nice to have’, but is now ‘essential’.

Werner Vanderhaeghe is Senior Counsel at Morgan, Lewis & Bockius in Brussels and Frankfurt, and former General Counsel at Bekaert and Agfa-Gevaert.

Werner Vanderhaeghe

There is no escaping the harsh reality that together with a say in strategic decision-making comes accountability, and that having a visible presence in the executive suite means having to participate in corporate politics.

“

”


Innovation and entrepreneurship:Factors that count, contexts that stimulate I&E is crucial if fi rms want to compete in today’s market and achieve their objectives,says Carlos VallsUnder the current economic climate, clients are demanding more for less and law fi rms are looking to retain existing clients while seeking more, eroding the competitors’ market share. Intuition tells us that to achieve these objectives, they need to incorporate an important dose of innovation and entrepreneurship (I&E).

By ‘innovation’, I mean the incorporation of new services and diff erent ways of providing or improving these services. By ‘entrepreneurship’, the att itude that leads to investing resources in gett ing new clients or more work from, or to bett er service, existing ones. This means departing from the traditional approach of an immediate return of our eff orts – billing every hour spent working.

This debate has long been held in the larger fi rms, with usually more developed resources and att ention to their management. However, there are certain structures that are particularly apt at fostering I&E (in particular, off ering a relevant degree of fl exibility), where clients get more interesting off ers of services, and there are lessons to be learnt from them as well.

While more common in fi rms with smaller structures, big fi rms with an ‘eat what you kill’ Partner remuneration system, particularly common in the US, can also have these features. It is a good exercise, then, to explore these factors and understand how to replicate them.

BrandingSmaller fi rms, due to size and being less of a ‘branded’ fi rm, may be characterised by the fact that clients and matt ers follow the professional, or the Partner, rather than the brand. This can clearly be evidenced when a Partner leaves a ‘big brand’ fi rm to a non-branded fi rm, and the clients follow.

Less branded fi rms have, as a general rule, a smaller profi t per partner (PPP) – precisely what gives them the powerful fl exibility to innovate as necessary. They need not be so strict in the analysis of their professionals’ time and the corporate image, and quality control guidelines may prove to be less stringent. However, it is dangerous to over generalise, as smaller specialised or boutique fi rms can boast real brand presence within their own sector, compared to the ‘big brand’ fi rms.

FlexibilityIt is important to note, however, that while some smaller fi rms, usually the ones doing commodity work with low rates, may have lower management constraints, they also have a smaller margin. Their partners have to work

En el actual clima económico, los clientes

están exigiendo más por menos y los bufetes de

abogados están tratando no solo de mantener

su cartera de clientes sino de aumentarla,

incrementando la competitividad en el

mercado. Carlos Valls, Socio Director de Iurisvalls

opina que para lograr estos objetivos, es

necesario incorporar una dosis de innovación y espíritu empresarial.

really hard to earn a living, putt ing them at risk of losing precisely the fl exibility that is important for I&E.

One major advantage of extra fl exibility is that more senior lawyers’ time can be invested in their clients or sectors without expecting immediate reward. Often they charge less than their going rate, do not charge at all or off er very fl exible payment terms, as akin to ‘unpublicised probono work’ (a sort of hidden social contribution without recognition).

Another advantage is easier senior involvement in the fi les, which also stimulates their participation in the decision-making process of the clients, an issue that is not so easy to deal with in ‘branded’ fi rms. They can even go as far as to extend their services beyond the boundaries of strict legal advice, helping create deals, fi nd counterparts to the transactions, or manage the client in areas such as fi nance or even strategic decisions.

VocationThere is one great value that is easier to develop at particularly fl exible fi rms – vocation: the intrinsic motivation to be a ‘good lawyer’, beyond remuneration, power or status. It is obvious that vocation can be stimulated and found at any fi rm, but it seems more diffi cult in those that have Partner Agreements specifying Partners should be up to a certain age, or those whose strategy is to keep PPP as a priority and choose to invite the lesser performing Partners to leave.

Solid foundationsFlexibility, senior lawyer involvement and vocation are, in my view, the solid foundations that fi rms can off er to embrace I&E, be they big, small, branded, less branded, lockstep or with ‘eat what you kill’ remuneration. Ultimately, I&E may be in the genes of some professionals, while in others, it will need to be stimulated.

Beyond the rigid isolated characteristics of size, speciality, leverage or branding, fi rms that incorporate fl exibility, seniority and vocation (and perhaps a very good selection process of their lawyers) will have a strong basis upon which I&E can fl ourish – to the benefi t of both the market and the clients.

OPINION

Carlos Valls is a Partner at Iurivalls and a Member of the Board and Co-President of the Prospectives Commission of the Barcelona Bar Association.

Carlos Valls

Flexibility, senior lawyer involvement and

vocation are, in my view, the solid foundations that fi rms can offer to

embrace innovation and entrepreneurship, be

they big, small, branded, less branded, lockstep

or with ‘eat what you kill’ remuneration

“

”


CLIENT VIEW

22

Are law fi rms adapting to in-house Counsels’ needs?The crisis is a very diffi cult challenge, says Bruno Santos de Jesus, but some external law fi rms don’t seem to realise the changing demands being placed on their clients

As Head of Legal and Company Secretary of Banif, one of Portugal’s relevant fi nancial institutions, Bruno Santos de Jesus (BSJ) knows about ‘demands’. Faced with a banking crisis, an IMF bailout and an ambitious internal restructuring, his legal department has been busy.

Multi-taskingBSJ began his career in private practice, as a Partner at Luis Carvalho Neves & Associados, before founding SJM & Associados. In 2005, he moved in-house to Banif (Portugal), became Company Secretary in 2008, and in early 2012 adding the title of Head of the Legal Department.

The ambitious challenge of working these two roles is made easier as they are very complementary, he says. As Company Secretary, BSJ is the legal fi gure that manages the relationships between Banif and its regulators, the Securities Market Commission (CMVM) and the Bank of Portugal (BoP). Coordinating the fl ow of information between Banif’s corporate and non-executive bodies and the regulators, with whom he has built close relationships.

Since Portugal’s 2011 IMF bailout, all its banks are under even closer scrutiny by the BoP and the Government. The eight biggest banks have had inspection teams working with them in-house, meaning that BSJ also has to assure the availability of requested information and keep them updated on all new initiatives. “Yes, we are working on a shorter leash, but having these teams in-house reassures the market, our clients and stakeholders that we are doing what we are supposed to. And we already have a close working relationship with the regulators, which makes the process that much easier.”

Banif also formally began a large scale restructuring in 2011, adopting common structures to optimise group resources. In relation to their three banks in Portugal, for example, they saw that there were three diff erent legal departments working on the same issues. “There was a great deal of duplication, and so we have created one large scale legal department servicing the entire group in Portugal.” This process has also been happening through other departments in the Banif Group.

The legal departmentBSJ’s consolidated legal department deals with, among others, advisory services to the corporate bodies and business units on

La actual situación económica comporta difi cultades añadidas para las empresas, afi rma Bruno Santos de Jesus, de Banif, sin embargo aún son muchos los abogados externos que no parecen apreciar la necesidad de cambiar su forma de ofrecer servicios, especialmente cuando el Banco se enfrenta a una crisis bancaria, a un rescate del FMI y a una reestructuración interna.

strategic matt ers, and matt ers involving the relevant regulators and tax administrations. They also handle all law suits against the bank that go outside the mainstream recovery process, dealt with by the credit recovery department. “These are just the natural matt ers that arise within a Group that has such a considerable number of banks and fi nancial companies in the market.”

Currently at the top of his agenda, however, is the need to comply with the demanding capital requirements imposed by the BoP and the Government. “By the end of 2012, we need to have core tier one ratio of 10 percent, which involves taking many reorganising measures to optimise equity and enhance capital ratios.” While his plate is undoubtedly very full, BSJ only outsources his legal department’s “rocket science” issues on, among others, capital markets, securities issuances and M&A. And he has a pool of preferred fi rms that he dips into, shortlists and asks for proposals.

OutsourcingWhat BSJ looks for most from his externals is involvement. “When you outsource, you don’t ‘outsource’ the problem – that stays with you.” He fi nds that often, when asking for a legal opinion, lawyers present options but don’t give a specifi c opinion on the best solution. “They don’t get involved enough to see the problem in a way that adds value to the decision maker. They don’t see it as ‘their’ problem, but ‘your’ problem to solve.”

Furthermore, BSJ feels that some law fi rms do not seem to be aware of the cost cutt ing and downsizing pressures their clients are under. “When I’m telling my internal team that they have to work more for less, I cannot outsource the same work to a law fi rm charging unrealistic prices. By doing that I’m sending the wrong message in-house. Our in-house team is very effi cient and involved, so we demand that outsourced law fi rms deliver that same kind of involvement and added value.”

The banks in particular are facing a diff erent, more demanding market, he says, their fi nancial margins are thinner and structures have to adapt otherwise they won’t survive.The same can also be said for law fi rms if they don’t adapt to the reality of their clients.

Bruno Santos de Jesus

When I’m telling my internal team that they have to work more for less, I cannot outsource the same work to a law fi rm charging unrealistic prices. By doing that I’m sending the wrong message in-house.

“

”

Bruno Santos de Jesus is Head of Legal and Company Secretary of Banif.


Keeping it in-houseNovo considers the knowledge of core operations needs to be kept in-house. “My team deal with complicated wind energy solutions, such as turbine sale and purchase agreements, and service and operations contracts. What I value most is that they know bett er than anybody what VM is looking for when negotiating these contracts, which helps to bett er value the associated risks.”

Novo keeps as much as possible in-house and only outsources in specifi c cases, namely litigation, and occasionally M&A or other “out-of-the ordinary” deals. Law fi rms have off ered to place lawyers in his department on a short-term basis. But given the training thinks the advantages of this solution are not obvious. “However, other aspects such as litigation are good to outsource as they are not part of our day-to-day operations.”

As for preferred fi rms, Novo works with many worldwide, with no preference other than quality. “We are also all under pressure to cut costs, and we expect our lawyers to do the same.”

Crisis pointsAs his legal budget has of course been aff ected by the crisis, Novo has been asked to do even more with less internally. For example, using modern telecommunications tools to reduce costs for internal meetings. These telecoms tools are expensive to install, he says, but the marginal cost is cheap, helping them to stay within budget.

Their key account activity is still keeping the legal department busy, working with some of the largest utilities in Portugal, Italy and France. VM is also expanding, leading to an increase in tender work coming from, for example, the Middle East where an array of opportunities exist.

Novo had also been hoping that activity in renewable energies in South America would take off , as that is where the company’s strategy has been taking them. “We know that’s where the growth will be.”

Therefore, with the crisis in full swing, to achieve the same amount of results and get the same number of contracts, in-house Counsel need to work a lot harder and a lot smarter, says Novo.

CLIENT VIEW

23

Going above and beyond to surviveIn-house Counsel are having to work twice as hard for the same contracts, and being asked to do more with less, says Ramón Novo CabreraRenewable energies, in general terms, are at an economic disadvantage compared with conventional energies, says Ramón Novo Cabrera, Head of Legal and Contracting at Vestas Mediterranean (VM). Part of Vestas, the leader in solutions for wind energy technology, VM sells wind turbines in Mexico, Central and South America, Southern Europe, the Middle East and Africa.

“The Government in Spain, for example, recently modifi ed the retribution system for renewable energies, causing uncertainty in the fi nancing of future developments,” says Novo. In 2009, the then-Government created a system where every project went into a ‘preregistry’ to avoid the number of renewable projects exceeding the provisions of the Renewables Energy Plan. “The new Government has gone further by not allowing any more projects into the preregistry,” he says. With the fi nancial crisis, this makes it much more diffi cult for banks to fi nance projects.

Meet the teamHeadquartered in Madrid, Novo has organised his team into three ‘sub’ teams covering America, Western Europe and the Eastern Mediterranean. His lawyers are spread across offi ces in Paris, Rome, Taranto, Madrid, Athens, Istanbul Mexico City, Santiago de Chile and São Paulo, dealing with the legal aspects of sales and corporate aff airs on the transactions side of VM.

While Novo’s lawyers come from a varied background, from electric utilities to US law fi rms, all have one thing in common – a deep knowledge of the law, acquired in previous positions in-house or in private practice. In Spain, Novo looks for a background as an Abogado del Estado, a Judge, Notary Public or other types of training for public service. “I know the training these roles provide, and the knowledge of the law gained is incredible.”

It’s no coincidence that Novo is himself an Abogado del Estado, starting his career at the Spanish Department of Justice. Following an MBA at Harvard Business School, he worked as an M&A and Commercial Lawyer at Gómez-Acebo & Pombo in Spain, becoming Partner. Novo then went in-house as General Counsel and Secretary of the Board at Union Fenosa, now merged into Gas Natural, before fi nally moving to VM in 2009.

En términos generales la desventaja de las energías

renovables en relación a las convencionales es evidente

por lo que. para evitar riesgos, son muchos los

abogados internos que han tenido que incrementar su

nivel de diligencia y esfuerzo, aún disponiendo de menos

recursos, afi rma Ramón Novo Cabrera, de Vestas

Mediterranean. Sin embargo, el mismo subraya que la

actividad de los clientes clave sigue manteniendo ocupado

al departamento jurídico y se vislumbran nuevos

mercados de expansión en Latinoamérica.

Ramón Novo Cabrera

My team deal with complicated wind energy solutions, such as turbine

sale and purchase agreements, and

service and operations contracts. What I value most is that they know

better than anybody what VM is looking

for when negotiating these contracts, which

helps to better value the associated risks

“

”

Ramón Novo Cabrera is Head of Legal and Contracting at Vestas Mediterranean.


Master Class

La realidad de la responsabilidad penal en la empresa

¿Es el cumplimiento normativo la clave para reducir riesgos en la empresa?

El debate se centrará en las siguientes cuestiones:

Las tendencias y riesgos palpables que sufren las empresas en un contexto económico y social incierto y cambiante.

Qué soluciones concretas se han planteado para la prevención de riesgos en cuanto a responsabilidad civil y penal desde la reforma del código penal en Diciembre del 2010.

Aplicación de los sistemas de compliance a los administradores y altos ejecutivos de la empresa.

Cómo se han visto afectadas las sociedades en la práctica en los dos años de vigencia de la reforma del código penal. Análisis de los procedimientos judiciales penales: posición jurídica de la sociedad como imputada, responsable civil o acusación.

Cuál es la responsabilidad del abogado interno en casos donde se le otorga el control y coordinación de procesos de cumplimiento normativo, incrementándose la responsabilidad directa sobre el mismo.

9 de Octubre, Barcelona

Un grupo de responsables de asesoría jurídica se reúne para debatir la implementación y gestión efi caz de los protocolos de cumplimiento normativo para prevenir la responsabilidad penal en un contexto económico y jurídico cambiante e incierto.

Moderadores:

Pablo DarnaSecretario GeneralHospital Clínic de Barcelona

Adriana de Buerba Socia,Pérez-Llorca

Día:Martes 9 de octubre

Hora:09.00 - 11.30

Lugar:Círculo Ecuestre, Salón C Balmes, 169 bis 08006 Barcelona

El cumplimiento normativo o compliance aspira a la prevención de los riesgos que para la empresa se derivan de la infracción de cualquier normativa vigente, mediante procedimientos y protocolos internos de control.

El creciente interés de las empresas por las cuestiones relativas al control de riesgos se ha visto incrementado por los recientes y polémicos casos donde se imputa a consejeros por responsabilidades civiles o penales a raíz de la presunta gestión negligente de los mismos.

En esta sesión se analizarán las tendencias y la casuística de la responsabilidad penal de las personas jurídicas dos años después de la reforma del Código Penal. En este tiempo se han planteado varios modelos para reducir el riesgo.

Con la colaboración de:


LEGAL UPDATES

25

The full extended legal updates and lawyers’ contact details are available at www.iberianlawyer.com/practice-areas

New European Rules on short selling and credit default swapsThe European Parliament and Council have fi nally approved the common rules on short selling and credit default swaps: Regulation (EU) No 236/2012 of the European Parliament and of the Council of March 14th, 2012.

The Regulation harmonises information and public disclosure duties on short positions throughout the EU, sets forth restrictions to uncovered short selling and creates broad powers for ESMA to impose additional restrictions on short selling in case of emergency situations.

The new framework further includes specifi c provisions applicable to the short selling of sovereign debt. Worthy of note is the ban on uncovered credit default swaps relating to EU sovereign debt, although Member States are able to suspend such a ban in their respective jurisdictions in given circumstances.

Sofi a Thibaut Trocado is a Senior Associate and Mariana Duarte Silva is an Associate at Sérvulo & Associados. They can be contacted at [email protected] and [email protected]

How Spanish reforms affect non-fi nancial corporatesSince 2008, fi nancial regulation is materially aff ecting banking sector globally, and Spain is not isolated from this trend.

During the fi rst semester of 2012, the Spanish banking sector underwent two fi nancial reforms: RDL 2/2012 on February 3rd, and RDL 18/2012 on May 11th. Additional actions have been announced or are ongoing.

Many lawyers outside the banking sector may be wondering what these rules are about and their impact. The purpose of this article is to answer these questions using plain language.

RDL 2/2012 identifi ed two issues that hinder the ability of Spanish banks to get new capital and fi nancing from international capital markets: high exposure to real estate assets and the excess of capacity.

Salvador Ruiz Bachs is a Partner in the Banking Regulatory Practice of Allen & Overy in Madrid. He can be contacted at [email protected]

Banking & Finance - Spain

Banking & Finance - Portugal

Welcome to Portugal’s new ‘golden passport’ law The Portuguese economy is facing diffi culties derived from its consecutive and excessive budgetary defi cits and the constraints imposed by the bailout from the IMF, EU Commission and European Central Bank (ECB). The Portuguese Government has a limited range of measures that can be taken in order to overturn the recessive economic environment, att ract foreign investment into the country and reduce unemployment. A new legislation that amends the entrance, residency, departure and expulsion of foreign citizens is about to be introduced. This law amends more than 50 articles of Law No. 23/2007, July 4th, 2007, and among its major innovations introduces the so called ‘golden passport’. This measure is aimed at foreigners that develop (directly or through a company) an investment activity in Portugal during a minimum period of fi ve years.

Pedro Pais de Almeida is a Partner with Abreu Advogados and co-responsible for the fi rm’s Tax Law Practice Area. He can be contacted at [email protected]

Spain seeks more fl exibility in the housing rental marketOn May 11th, 2012, the Spanish Government submitt ed a draft bill that, once enacted, will modify the existing Law of Urban Leases (LAU) with the main objectives of increasing fl exibility and promoting the housing rental market in Spain. However, the measures to be implemented will not apply to contracts signed prior to the entry into force of such measures.

In reference to the operation and clauses of leases, the amendments focus on the following. Freedom of the parties, for example in in-housing leases; fl exibility in duration, including a reduction from fi ve to three years; legal certainty and registry at the Land Registry; a change to rent updating; litigation streamlining including a less complex procedure and an acceleration in the power of judicial proceedings.

Isidro del Moral is a Partner and Jacobo Sánchez-Andrade is a Lawyer at Broseta Abogados. They can be contacted at [email protected] and [email protected]

Real Estate

Tax


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GLOBAL REPORT

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Faced with uncertainty in Europe, the trend of companies seeking new opportunities and investment in more buoyant markets shows no signs of stopping. Those without international operations are suffering hardest, and law fi rms are no exception. But to successfully expand their global reach, lawyers need to follow, or anticipate, where their clients are heading.

Every day the Eurozone crisis tightens its grip a litt le more, sending politicians into a panic and forcing the markets to retreat even further. The eff ects are even being felt across the Atlantic in Latin America and, more worryingly, now in China, India and the US.

In the media, Euro sceptics are back out in force, criticising it as defective from the outset, with nothing short of a return to currency sovereignty as the fi x-all to the Eurozone’s troubles. “It seems that the common purpose behind the creation of the Eurozone has been lost,” says Jose M Balañá, Partner at Hogan Lovells in Madrid, and all the advantages the Euro has brought to the Member States have now been forgott en.

Every day also sheds more light on what is fast becoming the most acute crisis since the Eurozone´s creation. And while last year Portugal was in the spotlight, followed closely by Greece, we have a new kid on the block, and it’s losing friends fast. The playground has moved from talk of a ‘Grexit’ to what is fast becoming known as a ‘Spanic’ – the panic caused by Spain’s dire economic environment.

In intensive careSpain’s economic skeletons are continuing to pour from its closet, and while the Government att empted to stop the fl ow with a banking bailout, it seems nothing short of an IMF rescue package will seal those doors.

Frente a la incertidumbre económica en Europa,

la tendencia de las empresas es la búsqueda de mercados fl orecientes en distintas regiones del

mundo. Las fi rmas ibéricas reconocen en el Global

Report que para adaptarse a las necesidades

actuales de sus clientes, los abogados tienen que seguir, o anticipar, hacia

dónde se dirigen y decidir modelos adecuados para

reforzar o extender su alcance internacional.

Low productivity, credit restrictions, high public and private debt, the list goes on. The country is paralysed by its economic situation, market perception is bad and investors are nervous.

But while some lawyers see foreign companies wanting to invest in Spain, they are still waiting for the prices to sett le down, adds Manuel Martín, Managing Partner at Gómez-Acebo & Pombo in Spain. And although much has been made of a wave of Chinese investment coming to Iberia, which lawyers have been expecting, “they are, so far, yet to arrive”, says Jaime Espejo Valdelomar, a Partner at Roca Junyent in Madrid.

A prolonged instability has shaken trust in the long-term future of the country, and clearly Spain is not on the international investor’s immediate agenda. “If we don’t take this seriously and make the necessary reforms to provide security to potential investors,” says Javier Férnandez-Samaniego, Managing Partner at Bird & Bird in Madrid, “then they will go elsewhere”.

Falling prices are clearly one draw for those who don’t mind taking short-term investment risks, however, when it comes to the long-term, they don’t want to commit, says Alfonso Benavides, Global Head of Real Estate at Cliff ord Chance in Madrid, as they have no idea what is going to happen and aren’t willing to take that kind of risk.

While the Government is putt ing through reform after reform as a basis for

Going global:What the doctor ordered


growth, there is hope among lawyers that the country will fi nd its way back to being an important economy in the global market. “Spain has both the human and tangible capital infrastructure to att ract and make profi table foreign investments,” says Jaime Folguera, a Partner at Uría Menéndez. However, do not expect to see this happening anytime soon. Spain does have the capacity to thrive, adds Alfonso Iglesia, Partner at Cuatrecasas in Madrid, but at the moment it is stuck, and so businesses are having to go and look elsewhere for opportunities.

Responding to medicationIn Portugal, the story is a litt le diff erent. Having suff ered similar woes to Spain last year, the country appears close to turning a corner. While there is no expectation yet for growth, given the austerity measures in place, once public expenditure is fi nally more controlled, says Pedro Guimarães, a Partner at F Castelo & Associados, Portugal will be able to start on the road to economic growth.

Lawyers, however, believe that they are heading along the right path, especially when it comes to international market perception. “The general feeling is that the way Portugal is honouring its commitments contributes decisively to its international credibility,” says Pedro Pinto, Partner at pbbr in Lisbon, “which will be essential for att racting international investment”.

Aside from defi cit and budgetary measures, the fi nancial package agreed with the Troika also provides for the implementation of structural measures that are seen as crucial for Portugal’s sustainable growth. In particular, it may need to adopt a more prudential and active economic policy, says Joana Andrade Correia, Partner at Raposo Bernardo in Lisbon, that will reduce government expenditure, adjust its economic structure and boost economic growth.

28

While the country’s very publicised privatisations have stimulated the market and given hope where it was lacking, they are more of a band aid than a cure-all. To make a living, says João Vieira de Almeida, Managing Partner at Vieira de Almeida, you really have to be everywhere and doing what you can.

Treatment centresPortugal and the Eurozone are, in general, in a position of survival, says José Luís Esquível, a Partner at Esquível Advogados in Lisbon. And with the region showing no signs of escaping the crisis anytime soon, ‘internationalisation’ has become the word du jour.

According to aicep Portugal Global, the Portuguese Trade & Investment Agency, gross foreign direct investment abroad in 2011 came to 15.6bn Euros, the highest since 1996, and up 59.3 percent compared with 2010. While in Spain, Ministry of Economy and Competitiveness statistics show investment abroad at 34bn Euros in 2011, down from 38.431bn in 2010.

Clearly the market is moving further away from Iberian borders. Ultimately, says Nancy A. Mitchell, Chair of the Business Reorganisation & Financial Restructuring Practice, Greenberg Traurig, New York, the reality is that Iberian corporates with businesses elsewhere in the world are not exposed to the same level of risk as those based solely in Iberia.

However, Europe is still seen as a viable location for Spanish companies, says Alejandro Alonso, Partner at Salans in Madrid. “IBEX companies have achieved diversity in their activities outside of Spain, mainly in France, Germany and Eastern Europe.”

The Portuguese are also still looking at Europe, both for exports and investment, with the Netherlands, Spain and Poland topping the recipients’ list, according to statistics. However the bulk of interest is in the PALOPs (Portuguese-speaking African countries), with

GLOBAL REPORT

The most active sectors that are internationalising, both in Portugal and Spain, are energy, fi nance and infrastructure, say lawyers. Even in North America, Spanish companies and fi nancial institutions are starting to have a say in the infrastructure market, says Fernando C. Alonso, the Miami-based Chairman of US law fi rm Hunton & Williams’ Latin America group, most notably by Santander and BBVA.

Spanish companies are also very

active in energy, using their experience at home to grow in other countries less affected by the economic crisis. Spain’s Gas Natural and Abengoa and Portugal’s EdP and Galp Energia are already established internationally. And law fi rms are noticing their proactivity. “Our renewable energy clients are aggressively and successfully pursuing opportunities worldwide,” says Clifford J. Hendel, Partner at Araoz & Rueda in Madrid.

While agriculture, new technologies, retail and the tourism sector are also seeing the Portuguese actively searching for potential, the predominant investments

have been targeted at extractive industries, says Rui Amendoeira, Managing Partner at Miranda in Portugal. Namely infrastructures, banking, and telecommunications, where Portugal Telecom and Spain’s Abertis are showing much success.

Iberian engineering and construction companies, in particular, are looking for opportunities in countries where signifi cant investment into infrastructures is needed, and where they have proven expertise that they can export abroad. With giants such as Portugal’s Cimpor Group, Teixeira Duarte and Martifer, and Spain’s Ferrovial and Acciona leading the way.

Seeking remedies

“ Inevitably we are following our clients on their new ventures, after all a law fi rm is nothing without its clients

Paulo Câmara, Partner, Sérvulo, Lisbon ”


approaching a jurisdiction for the fi rst time”. But there is no one-size-fi ts-all approach; there are

preferred methods for law fi rms to ensure they are by their clients’ side at all times.

Network of doctorsMany law fi rms are therefore resorting to networks, associations, alliances and ‘best friends’ relationship to ensure they are present in all the key jurisdictions worldwide that are, or could, be att ractive to their clients. Some use the ‘best friends’ route, working with those with whom they have had successful experiences throughout the years, says Jose María de Lorenzo, Managing Partner at Irwin Mitchell abogados in Spain. While others use less formal personal networks built on associations with local fi rms in key jurisdictions.

The majority, however, belong to established international networks, such as the State Capital group, the Interlex Group, Terralex or Affi nitas. Or even a combination of all approaches. “For us, having an international network is not an option but a necessity,” says Angel Calleja, Partner at Garrigues in Madrid. “And we are continuing to invest in it and are fi nding that the network is working more within itself.”

And it’s not just the larger fi rms that are taking action. “Being a small boutique, we have reinforced our contact network,” says Israel Gómez- Caro, Partner at GOLD Abogados in Madrid, including lawyers and law fi rms in countries where important projects are increasingly happening.

Independent offi cesFor those fi rms with the suffi cient capital to do so, opening an offi ce may be an option. While many found that alliances and associations have worked well in the past, some say that the increasing number and more sophisticated nature of cross-border advice call for a more integrated solution, where clients are serviced by a single law fi rm, irrespective of jurisdiction.

“Our clients appreciate having lawyers that understand their business and operate internationally,” says Esteban Raventós, Managing Partner at Baker & McKenzie in Barcelona, “because that represents a key support in expanding their businesses globally covering all the required legal areas”.

Global fi rms, such as Baker & McKenzie, have been doing this for years, of course. But Iberian law fi rms are catching on, and catching up. And while there is nothing new about opening an offi ce, there is now a trend of law fi rms anticipating regions that their clients are targeting and strategically positioning themselves there early. “Our fi rm is constantly following trends in the global marketplace to identify countries that are/will

which Portugal has unique ties, particularly those with positive economic growth indicators.

“A signifi cant number of our clients are internationalising, primarily focused on Angola, Mozambique and Brazil,” says António Vincente Marques, Founding Partner at AVM Advogados, “driven not only by economic reasons but also encouraged by political eff orts to favour bilateral business relationships among Portuguese speaking countries.”

However, while the current situation has been a strong incentive for the Portuguese to intensify activities in the PALOPs, clients are also increasingly investing in other geographical points, such as the Middle East,

India and China, says Diogo Perestrelo, co-Managing Partner at Cuatrecasas in Lisbon.

In Spain, lawyers are also seeing their clients moving to these new

markets, while at the same time stepping up their

investments in the more traditional locations.

Latin America has always been a

natural region for expansion, with

Brazil, Mexico, Chile and Colombia as the

most popular destinations.

Africa, usually the Portuguese place of choice,

has more recently become a focus of att ention for the Spanish market as well, given the growth of the economy there, in particular in Angola, Cape Verde and Mozambique.

For the Portuguese, while Brazil has traditionally been the most natural destination, Mexico and Colombia are beginning to raise investor interest to capitalise on the growing Latin American economies.

Bedside mannerInevitably we are following our clients on their new ventures, says Paulo Câmara, Partner at Sérvulo in Lisbon, “after all a law fi rm is nothing without its clients”.

The need to assist in any expansion plans from the start and be involved in strategic decisions has become paramount. And more and more, clients are looking to their law fi rms to accompany them abroad. It is very important for them to be able to count on a reliable source of legal advice, says Luis Marimón, Partner at Marimón Abogados in Barcelona, regardless of where they are going.

“Our clients greatly appreciate the experiences we have gained in other countries that allow us to anticipate and respond quickly to the challenges of working in various legal and regulatory environments,” says Luis Fernando Guerra, Managing Partner at Deloitt e in Madrid, “and help them avoid common mistakes when

GLOBAL REPORT

“ If you look at where in the world a law fi rm is increasing its Partner numbers,

you will see where they are directing their strategy

Iñaki Gabilondo, Managing Partner, Freshfi elds, Spain”


be strategic to our clients and where opening an offi ce can be benefi cial to them,” says Jose M Balañá, Partner at Hogan Lovells in Madrid, who opened in Mongolia last year.

You only need to look at some of the recent jurisdictions where Iberian fi rms have opened offi ces to see that there is more to the story than just pure growth/expansion. Gómez-Acebo & Pombo are launching in New York in October, while Miranda has just opened in London. And even the more intrepid smaller fi rms are taking the risk in the face of the crisis, with Spain’s Balms Abogados, for example, a public and private law boutique, opening in Beijing.

What is currently driving law fi rm international strategies, therefore, is where the opportunities for investment exist. And if you look at where in the world a law fi rm is increasing its Partner numbers, says Iñaki Gabilondo, Managing Partner of Freshfi elds in Spain, you will see where they are focusing their strategy. Interestingly, his own fi rm is currently reopening their Singapore offi ce with the intention of reaching China and beyond, in particular towards India.

The medical planWhile investment is clearly key to a successful global strategy, the main driver in the current climate is the clients. As Rafael Alonso, Managing Partner of Squire Sanders in Spain, points out, this means being in those countries and regions that your clients are eyeing up. And, most importantly, adapting to market trends and always aiming to be one step ahead to provide bett er business opportunities to their clients, says Miguel Castro Pereira, Managing Partner of Abreu Advogados.

One way law fi rms have been doing this is to help their clients on the fi nancial side of their expansion plans, working with private equity fi rms, for example, to secure much needed credit. Otherwise, says Tiago

Caiado Guerreiro, Partner at Caiado Guerreiro & Associados in Lisbon, it would be impossible for clients to internationlise.

But for many law fi rms, their international strategy has not changed, although they have noticed an increase in their international work, says Alejandro Angulo, a Partner at Grau & Angulo in Barcelona – showing that you do not have to

have an offi ce in a country to support your client there. Others are now benefi ting from past investment and hard work, with no need to adapt in the last year, as the structure was already there, says João Paulo Teixeira Matos, a Partner at Garrigues in Lisbon

While the fundamentals of some law fi rm strategies have not changed, many have had to make adjustments in line with the times, redoubling their eff orts to anticipate new markets and areas of profi tability. “I would say that in our case we should not talk about adapting our international strategy,” says Julio Veloso, Partner at Broseta Abogados, “but about trying to further develop our international strategy”.

A more integrated approach to strategy is also highlighted, with law fi rms realising the importance of working on strategy in conjunction with their clients. “In preparing our strategy and expansion, we worked closely with our clients,” says Benjamim Mendes, Partner at ABBC in Lisbon, “who helped us in becoming aware of what the future would bring in terms of diversifi cation of investments and risk through several diff erent jurisdictions”.

While internationalising is essential in these current times, it is not a move that should not be taken lightly. “For things to work well,” says Benavides at Cliff ord Chance, “you have to have very clear objectives of what you want to achieve in each country before you plan your international strategy”. Not forgett ing the market perception of your fi rm is also very important, ensuring to strike the right balance of being recognised both internationally and locally, says Orson Alcocer, a Partner at DLA Piper in Madrid.

The prescriptionThe current situation is making it diffi cult for lawyers to predict or even contemplate Europe’s return as a pillar of the world economy. However, it is not all doom and

GLOBAL REPORT

The mechanisms clients use to take their operations abroad depend on strategy and target market. While open ones to direct acquisitions of local companies, says David Miranda, Partner at Osborne Clarke in Barcelona, more regulated markets may favour agreements with local partners, with a better knowledge of the specifi c business environment.

For Portuguese clients, the situation is

very similar. “The choice of the appropriate format varies depending on a very wide range of factors,” says Tomás Pessanha, Partner at PLMJ in Portugal, “from the depth of the client’s ‘pocket’ to the degree of maturity of the target market”.

To enter Latin America, investors lean towards buy outs, acquisitions of control and M&A, which continues to be the preferred choice for Spanish companies in developed economies. However, as more clients invest in emerging markets, lawyers are seeing an increase in joint venture activity.

These lesser known markets encourage clients to seek local partners for greater

security when investing, and support and experience in an unknown market. “A local partner allows investors to have a better understanding of the culture,” says Javier Amantegui, a Partner at Clifford Chance in Madrid, “and the most effi cient manner to handle local authorities and bureaucracy”.

But while the ways they choose to invest may vary, given the current economic climate, a preference is given to those methods that could result in a substantial cost savings, adds Francisco Prol, a Partner at Prol y Asociados in Madrid.

Pills, tablets or soluble?

“ It is not surprising that these exceptional times call for exceptional strategies, strength and vision to see past challenges and fi nd new opportunities

Manuel Santos Vítor, Co-Managing Partner, PLMJ, Lisbon”


GLOBAL REPORT

gloom. In the long-term, the current crisis could be seen as an opportunity to re-emerge as a more robust economy, according to Paulo Câmara, Partner at Sérvulo in Lisbon.

The short to medium term challenges do, however, need to be addressed. It is not surprising that these exceptional times call for exceptional strategies, strength and vision, says Manuel Santos Vítor, Co-Managing Partner at PLMJ in Lisbon, to see past challenges and fi nd new opportunities.

Law fi rms are quickly realising that an active presence or ability to service clients worldwide is now a business necessity rather than just a nice address to add to your headed paper. Some say that the only way to do this and to survive is to open your own offi ces and reap 100% of the benefi ts, both fi nancially and, more importantly, from your clients. Others see this fi rmly outside of their reach.

Iberian law fi rms are more than just domestic fi rms, says Javier Villasante, Partner and Head of International at Cuatrecasas in Madrid. “There is a grade of sophistication in our practice that takes us far beyond just Spain.” But while for the larger global fi rms, opening an offi ce is not so much of an issue, for Iberian fi rms, a lack of capital and resources mean the option is more of a dream than a reality.

One Managing Partner, wishing to remain off the record, said: “We are a domestic fi rm with domestic lawyers. What are we going to do abroad?” But as

clients internationalise, if you don’t follow your clients, the only result is that you lose them to foreign fi rms. And the implications for the solely domestic law fi rms are huge.

Others, however, believe that the physical presence is not the real issue, and it is more to do with the ability to service your clients, regardless of where you are based. “It’s not about where you have an offi ce,” says Férnandez-Samaniego at Bird & Bird, “but about where you can demonstrate you credibly work”.

While some markets are easy to enter, however, others are not so. But to call themselves truly global, fi rms have to be seen in Brazil, India, Dubai and China, says Pedro Pérez-Llorca, Managing Partner at Pérez-Llorca in Spain. “Entering these markets, however, is a huge challenge.”

What is clear is that law fi rms need to be ‘global’ in their approach and vision. What is up for debate, however, is how far fi rms have to follow their clients in this climate. To open an offi ce or not to open an offi ce – that is the crisis-surviving question.

With the crisis increasingly driving Iberian companies to look for opportunities abroad, a worldwide network is essential, as is choosing the right fi rms to partner with.

The current climate is even more of an incentive for businesses and law fi rms to practise at an international level, says Jaime Folguera, Partner and Head of the Competition practice at Uría Menéndez in Madrid. “Therefore, for law fi rms to be able to participate in the big transactions, they must be able to provide transnational services.”

For a long time, Uría Menéndez has developed a strategy based on having a global network and maintaining very close relationships with the top independent law fi rms in the main jurisdictions around the world.

“Clients working with Uría Menéndez in Iberia expect to obtain top quality services in all jurisdictions,” says Folguera, “therefore we foster law fi rm relationships based on a common

culture, level of knowledge and quality of services that allows the client to be serviced in a fully integrated and identical way”. Frequently known as a ‘best friends’ relationship, theirs includes Marval, O’Farrell & Mairal in Argentina and Dias Carneiro Advogados in Brazil, for example.

“Above all else, what we look for is ‘quality’,” he adds, “which comes from a profound knowledge of the legal system, the jurisdiction and its institutions. But they also need to have the capacity to provide the client with useful advice and workable solutions”.

While many global, as well as Spanish, fi rms have opened their own network of offi ces around the world, Uría Menéndez are instead bett ering their collaboration with other leading independent fi rms, driven by a need to follow clients whose operations are increasingly international.

The aim is to carefully reinforce their positioning. “This allows the fi rm to do what it does best,” says Folguera, “to provide high quality services in Iberia and worldwide.”

Capitalising on your global network

La actual situación en España ha incitado aún más a las

empresas ibéricas a buscar oportunidades en el extranjero.

Para ofrecer un mejor apoyo jurídico a los clientes es

esencial una red mundial que disponga de los profesionales

adecuados. Para cualquier despacho el ofrecer cobertura en un ámbito internacional es vital, dice Jaime Folguera, de

Uría Menéndez.

Jaime Folguera

“ It’s not about where you have an offi ce, but about where you can demonstrate

you credibly work

Javier Férnandez-Samaniego,Managing Partner, Bird & Bird, Spain”


GLOBAL REPORT

Gómez-Acebo & Pombo has recently announced the launch of its long-awaited New York offi ce, at the heart of the US legal market. As with the fi rm’s other overseas offi ces, the plan has been slowly but carefully followed, says Rubén Ferrer, a Partner at the fi rm.

Now, according to Ferrer, who will relocate to New York and become the Managing Partner of the new offi ce when it opens in October, is a well-suited time for the launch. “The struggling domestic economy in Spain and Portugal as well as the enhanced profi le of our international practice mean the main goal of the New York offi ce is to help in business development, with a specifi c three-fold strategy.”

First, Ferrer points out that a presence on the ground will allow client matt ers in the US to be handled even more quickly and effi ciently, not least as it will facilitate more face-to-face meetings. “We’re a full service Iberian law fi rm and we’ll stick to our fundamentals in New York, where we won’t practices US law, ” he says.

The second factor is the shifting nature of Gómez-Acebo & Pombo’s client base over the years. According to Ferrer, “the split between Iberian and international clients is roughly 50/50, and within the latt er US clients stand out, followed by UK, French and German companies as the main source of work for the fi rm. The New York offi ce will permit us to bett er assist those international investors identify and pursue new business opportunities in Iberia”.

This complements the fi nal reason; to help service current Iberian clients that have now been investing more in the US.

The new offi ce will focus primarily on corporate and fi nance matt ers, but Ferrer adds that it will also be a platform for expanding the international reach of their litigation and arbitration practice, which accounts for nearly half of the fi rm’s income. In the current environment, it will be interesting to see whether this bold investment will reap the expected benefi ts.

A New York state of mind

Gómez-Acebo & Pombo lanza su ofi cina en Nueva York. Es una decisión estratégica que tiene como objetivo expandir el alcance internacional de sus litigios y prácticas de arbitraje, que representa casi la mitad de la facturación del bufete, dice Rubén Ferrer, socio del despacho.

Rubén Ferrer

Partnering with ChinaChina is fast becoming one of the crisis’s biggest hopes for investment, both inbound and outbound. And law fi rms too are edging ever closer to Iberia

Zhong Lun is one of the top three full service law fi rms in China, and the fi rst to open in Europe. “Our objective is to assist European companies in investing and operating in China and to serve major Chinese corporations in Europe,” says Emily Wang, a dual qualifi ed Partner of the London offi ce of Zhong Lun – English law in banking and fi nance and PRC law in corporate. “Given that Europe now has one of the highest levels of inbound and outbound investment with China, opening in London was a must.”

For Chinese clients investing and operating in Europe, the fi rm eff ectively takes an extended in-house legal role, assisting in fi nding the right local law fi rms, facilitating communication and project managing. “We act as a bridge in terms of language and culture,” explains Wang, “and we also fi lter and sometimes even challenge the advice from local lawyers to ensure we clearly understand all the options available to our clients”.

In China, there is currently great

interest in investment opportunities abroad. The trend of Chinese investment is moving from Africa to more developed countries, with Europe being China’s biggest trading partner.

“Over the past years, we have seen an increasing amount of corporate activity in Germany, UK, France and Italy,” says Wang. “In Spain, for example, the majority of activity is in ports and logistics.”

Wang has also seen many Spanish corporations successfully entering the Chinese market and believes that there are interesting industries and sectors with opportunities to further invest and develop. “Most notably, Zara, the Spanish clothing and accessories retailer, runs very successful businesses in China. We are proud that we can assist and contribute to their China operation.”

“Through our London offi ce, we hope to get even closer to the Iberian market to understand the opportunities available for our clients,” says Wang.

China se está convirtiendo rápidamente en la esperanza de esta crisis para la inversión que parece poco a poco se está acercando a la Península Ibérica. Emily Wang, de Zhong Lun ha visto muchas empresas españolas entrar con éxito al mercado Chino y es optimista respecto a las oportunidades que ambos países se pueden ofrecer.

Emily Wang


Spanish banks offer unique ‘gap fi nancing’ solution to US marketThe US infrastructure sector is in need of funds, and Spanish institutions are poised to capitalise offering new fi nancial structures

El sector de las infraestructuras en EE.UU. está necesitado de fondos y las entidades españolas

están preparadas para sacar provecho ofreciendo

nuevas estructuras fi nancieras, dice Fernando

C. Alonso, de la fi rma americana Hunton &

Williams. La infl uencia ibérica en América Latina

en este sector tiene mucha trayectoria, sin embargo las empresas españolas

e instituciones fi nancieras están empezando a

tener voz en el mercado norteamericano.

Fernando C. Alonso

The Iberian infl uence on Latin America in infrastructure is well-documented. In North America, however, Spanish companies and fi nancial institutions are starting to have a say in the market as well, says Fernando C. Alonso, the Miami-based Chairman of US law fi rm Hunton & Williams’ Latin America group and practice leader in infrastructure development and fi nance.

Established more than a century ago, Hunton & Williams LLP currently has around 800 lawyers serving clients in 100 countries from 19 offi ces around the world, and provides legal services in over 100 separate practice areas. The fi rm represents both Spanish fi nancial institutions and Spanish infrastructure groups, and its transportation infrastructure practice group has been actively involved in numerous PPP and other infrastructure projects and fi nancings throughout the US.

“Unlike the situation ten years ago,” notes Alonso, “today, Spain’s largest fi nancial institutions and infrastructure groups are well established in the US and are making their presence felt, particularly in the area of infrastructure development and fi nance”.

Spanish giants Santander and BBVA by now have a signifi cant regional presence in the US, with BBVA acting through its branch offi ce and subsidiaries such as BBVA Compass, stretching from California through Texas and into the south-eastern United States, and Santander, through Sovereign Bank, present largely in the mid-Atlantic and north-eastern states. Smaller institutions such as Banco de Sabadell and Banco Popular have also established branch operations and subsidiary banks in the US, with a presence mainly in Florida. As for the Spanish infrastructure groups, companies such as ACS, FCC, OHL, Cintra and Acciona have become leaders in important transportation infrastructure projects throughout the US and Canada.

Spanish banks have been at the forefront of providing fi nancing for public-private partnership (PPP) projects and other infrastructure works in the US and Canada, according to Alonso. “Spanish banks have not only supported their infrastructure clients from Spain, but also broadened relationships with other domestic and foreign infrastructure

groups. Meanwhile, Spanish infrastructure groups have att racted prominence throughout the country not only by prevailing in competitive public projects for important infrastructure work, but also for their innovations in structuring and executing such projects.”

Some of these projects have often been procured under traditional PPP arrangements, where a government awards a ‘design, build, fi nance and maintain’ concession. The winning contractor (usually a consortium) is responsible for obtaining fi nancing from fi nancial institutions or other sources with repayments tied to various performance criteria of the project. In turn, the contractor receives regular payments from the state for the use of the project, known as ‘availability payments’, or collects tolls directly. The length of such fi nancings is often long-term (25-35 years).

Alonso notes that, more recently, Spanish banks and infrastructure groups have been employing a fi nancing model imported from Europe, which is modelled as a sale of receivables (cesión de créditos) and has been used in circumstances where a government desires to advance projects for which funding is not yet available.

This type of fi nancing, which has become known as ‘gap fi nancing’ in the US, exists when banks step in and purchase from a contractor the receivables that are due from the state for work the contractor has completed. “In eff ect, the bank lends to the government rather than to the contractor and the repayment of the fi nancing is not tied directly to the performance of the contractor,” explains Alonso. “Likewise, the length of the debt is often shorter.”

In the competitive environment for public infrastructure projects in the US, the Spanish banks and infrastructure groups have clearly made a mark. This has been accomplished not only through innovation and skill but also because of the great coordination between the Spanish fi nancial sector and the infrastructure development groups, says Alonso. “Through novel structuring such as ‘gap fi nancing’, Spanish fi nancial institutions and infrastructure groups continue to push infrastructure development and fi nance in the US into new frontiers.”

GLOBAL REPORT

• IBERIAN LAWYER • July / August 2012 www.iberianlawyer.com34 www.iberianlawyer.com

GLOBAL REPORT

M&A on the rise, but with a new twistKey trends are sweeping the M&A sector, from divestment and investment to joint ventures, and it is becoming a truly global market

Following years of expanding and diversifying their business and geography, the fi nancial crisis has made many companies in developed markets focus again on their core activities, says Javier Amantegui, M&A and Corporate Partner at Cliff ord Chance in Madrid. “Due to the current volatility and uncertainty, many are trying to robust their balances to face the high amounts of debt incurred during the ‘boom’ years.”

With the current fi nancial climates, businesses in the developed market are disposing of non-core assets both in traditional and emerging economies, he says. “We are fi nding that there is a predominant trend in the West of being in more of a divesting than investing mood.”

Conversely, in the emerging economies and the BRICS in particular, companies are cash rich and looking for acquisitions in developed economies, he says. “Interestingly, they are also doing transactions in emerging countries, which is a new twist.”

Amantegui bases his opinions not only on his personal market perception, but also on a recently released Cliff ord Chance Study, ‘Cross-Border M&A: Perspectives on a changing world’. Made in collaboration with the Economist Intelligence Unit, the Study surveyed over 300 companies on current opportunities, challenges and trends.

Companies coming from less developed economics, like Latin America for example, are starting to look for acquisitions in neighbouring countries such as Chile, Peru and Mexico. “They have started an expansion process incentivised by the opportunities coming from the divestments made by Western companies,” says Amantegui.

Joint venturesA trend highlighted in the Study is that of investors using joint ventures to access unfamiliar markets. The support of local investors can prove to be quite helpful, says Amantegui.“A local partner allows investors to have a bett er understanding of the culture and the most effi cient manner to handle local authorities and bureaucracy; moreover, it is also a way to invest in regions that don’t allow foreign investors to take control of certain assets.”

But joint ventures are not free from

risk. “We have seen many investors failing in situations where the interests of the two parties are so diff erent that the joint venture won’t work,” says Amantegui.

“You need to make sure the investor’s intentions are clear from the outset,” he adds, “as you can put whatever you want into a joint venture agreement, but if the investor’s interests are not aligned then no contract will be able to fi x those situations”.

Due diligenceLawyers need to present their clients with the opportunities and risks associated with every new venture, ensuring to warn them beforehand of each and every possible risk, says Amantegui. “Commercial and M&A lawyers need to understand the inventors’ underlying intentions, spend time with the decision makers and executives, and ensure that the parties’ intentions align.”

And as a joint venture is somehow akin to a marriage, it is also extremely important to provide for divorce. “Business associations are about concessions and reasonability, but sometimes you realise that you don’t speak the same language,” says Amantegui. “Most of these relationships have a time limit, and having good provisions for an exit strategy is essential.”

Spanish marketAmantegui adds that the results of the Study are in line with the state of the Spanish economy, given that it shows local companies are now focused on their core activity to reinforce their balances, and are looking for opportunities to divest ancillary business.

Spanish companies continue with their internalisation plans: over 60 percent of the turnover of the Ibex-35 companies is now being generated outside of Spain (fi ve percent more than in 2010). And, unsurprisingly, 43.9 percent of this turnover comes from Asia and Latin America.

“It is clear that, in this adverse economic climate, emerging markets are also on the radar of Spanish investors, perhaps Latin America being the preferred destination, not only because of cultural and historical att achments, but also due to the fact that Spanish companies have been present there for a long time,” says Amantegui. “We believe that the ongoing internationalisation process will continue in the short to medium term, at least until the Euro economy starts to show signs of recovery.”

Se percibe un incremento de Fusiones & Adquisiciones vinculado a la expansión internacional de las empresas, pero con un nuevo enfoque, ya que las nuevas tendencias van desde la desinversión a la inversión, hasta las alianzas estratégicas o joint ventures, convirtiéndose en un mercado verdaderamente global, dice Javier Amantegui, de Clifford Chance.

Javier Amantegui


GLOBAL REPORT

Portugal’s privatisations area start, but not a solutionWhile creating a great deal of work for law fi rms, the privatisations alone will not save them from the effects of the crisis

Las privatizaciones en Portugal han tenido un

efecto estimulante en el mercado, comenta Joao

Viera de Almeida, de Viera de Almeida & Associados.

Sin embargo, aunque estas oportunidades son signifi cativas, no son tan

numerosas como para que sean relevantes en el

balance a fi nal de año.

João Vieira de Almeida

There has been a recent trend of law fi rms coming to capitalise on the PALOPs (Portuguese-speaking African countries). “We have seen American, English, French, German and even Chinese law fi rms entering the market, while existing Portuguese law fi rms are increasing their presence,” says Nelson Raposo Bernardo, Managing Partner of Raposo Bernardo in Portugal, which has a presence in each of the fi ve PALOPs.

Clients are also capitalising on Mozambique’s energy, oil and gas, infrastructure and real estate sectors, for example. While Guinea Bissau and São Tome off er specifi c business opportunities in retail, luxury products and transport and communications. “The West African coast also has important opportunities in countries like Senegal, Ghana, Nigeria and Congo,” he adds, “specifi cally in infrastructure, water and sanitation works, roads, bridges, dams and public building”.

Raposo fi rmly believes in establishing

strong partnerships, closely incorporated into the Raposo Bernardo structure. “The reason is that we want to off er the same level of quality and effi ciency as our European offi ces, and I don’t believe that is possible without a certain level of integration.” Moreover, the fi rm is keen to assume 100 percent of the risk, as it is the only way to get 100 percent of the client satisfaction, says Raposo, and ultimately benefi t from the relationship in the long-term.

“This gives us the ability to cross-sell between countries, instead of confi ning ourselves to operating in just Angola or Mozambique,” he says. “We often support Angolan clients with their operations in São Tome, Guinea Bissau or Cape Verde, for example, as well as in Portugal, Spain or Poland.”

This recent trend demonstrates howthe PALOP market is growing, and the infl ux of international fi rms, as well as the traditional Portuguese, shows that there is plenty of work for those willing to capitalise.

Realising the potential of the PALOPs

Los despachos de abogados están

sacando partido de las oportunidades que presenta los PALOPs

(los países africanos de habla lusa), sobre todo

fi rmas anglo-americanas, alemanas y hasta chinas. Los portugueses a su vez

están incrementado su presencia, dice Nelson

Raposo Bernardo, de Raposo Bernado.

Nelson Raposo Bernardo

Portugal’s privatisations have, without a doubt, stimulated the market says João Vieira de Almeida, Managing Partner at Vieira de Almeida & Associados.

“If you look at the two major capital market deals this year, CIMPOR and BRISA, I don’t believe that these transactions would have taken place in the form and the time that they did had it not been for the crisis.”

Vieira de Almeida & Associados themselves have been involved both in the REN privatisation, advising a Colombian bidder, as well as in that of EdP, advising a French bidder. “We are now also advising the Government on the privatisation of TAP and have just been retained to advise the leader of a consortium that will also bid for ANA,” says Vieira de Almeida.

The most important players are involved in the privatisation process, he says; however, he warns we should not overplay this. “These are signifi cant and relevant opportunities, and there’s

money to be made, particularly on the private side of the deals. But it’s not the privatisations that will make your fi gures work at the end of the year.” To make a living, he adds, you have to be everywhere and doing what you can.

As for the future, Vieira de Almeida believes we will see additional changing of hands of assets in a number of local companies, more foreign investors taking strategic positions in Portuguese corporates, and consolidation and mergers in certain sectors. Major changes to Portugal’s tax system are also att racting a great deal of work,he adds, and restructuring will continue to dominate.

Vieira de Almeida admits he initially thought that this would be an impossible year.

But while the economy is still critical, the crisis has prompted a rise in activity, he says. “And we cannot forget that law fi rms make a living off activity and not the economy.”


GLOBAL REPORT

Energising the Portuguese marketAngola and Portugal have a special partnership, and, at AVM, they believe that fi nance fl owing from one to the other should be cherished and not feared

From 2006 onwards, political and economic cooperation between Angola and Portugal has been going from strength to strength, says António Vicente Marques, Founding Partner at AVM Advogados, the Angolan law fi rm. “This, of course, helps facilitate business between the two countries.”

Over the past years, there have been an increasing number of State visits and entrepreneurial missions by the Government, says Mafalda Seabra Pereira, Senior Associate at AVM Advogados. “Political entities on both sides are constantly making att empts to stimulate trade between Portugal and Angola.”

While Portugal, however, is experiencing a serious scarcity of capital and incredible diffi culties by local banks and companies to access fi nancing, Angola is continuing its rather staggering economic growth. “There’s a great deal of liquidity available,” says Vicente Marques, “and this shows no signs of running out anytime soon”.

The natural result is that cash-rich Angolan investors are looking at Portugal as part of their business strategies, and taking advantage of the opportunities that are currently available there.

Methods“Most Angolan investments into Portuguese companies have started steadily,” says Seabra Pereira. “They begin by taking over minority interests in key companies and then slowly reinforcing their holdings.” As Portuguese shareholders are experiencing diffi culties, Angolan partners have been playing an important role supporting a great deal of local companies that are becoming short of funds, she adds.

This has been working as a form of “economic energiser”, says Vicente Marques. “And if Angolan investors are willing to make long-term commitments in strategic areas of the Portuguese economy, and take strong and controlling positions, they can help local companies weather the crisis.”

Banking and commerceThe most publicised investments are in the banking and commercial sectors, says Seabra Pereira. “Millennium BCP, for example, where Sonangol, the National Society of Petroleum of Angola, has a major infl uence.”

Bank BIC, which won the privatisation of BPN (Banco Português de Negócios, SA), and BPI are other examples of where Angolan investors have important holdings, she adds.

Other sectorsIt’s not just into these two sectors that Angolan funds are pouring. They are also moving into the energy sector, says Seabra Pereira, with Galp Energia being the most high profi le example. “Once again,” she adds, “Sonangol is an important stakeholder there too, though the interest held in Amorim Energia BV”.

Angolan entities are also investing heavily in media and telecommunications, for example, newspapers, TV, some fi lm studios and also media distribution, says Seabra Pereira. “In construction, we have also seen a lot of recent activity in engineering and infrastructure management companies. And there are vast investments into Portuguese real estate too.”

A special partnership“Lisbon and Luanda are extremely well tuned politically, and both Governments have been promoting common economic agendas,” says Seabra Pereira. “This of course leads to a very special partnership that benefi ts both sides.”

Seabra Pereira stresses that this infl ux of Angolan investment should be seen as an important support from a country with which Portugal has strong historical and language ties. “And this will invariably help the Portuguese economy with some needed fi nancial liquidity that in turn will aid development and assist in stabilising the economy for the future.”

On the other side, Vicente Marques is also starting to see a lot of European companies and investors coming from Asia, trying to use Portugal as a platform to get into Africa. “They see Portugal as an EU member, which provides an additional level of comfort for international investors to use it to safely access the African market.”

So for both countries, this partnership is proving a benefi cial one. The future will only serve to reinforce the relationship, and create even more favourable conditions to access both markets, says Seabra, which is one positive that can be taken from this crisis situation.

Desde el año 2006 en adelante, la cooperación política y económica entre Angola y Portugal se ha ido fortaleciendo, comenta António Vicente Marquez, de AVM Advogados. Esto ayuda a facilitar el negocio entre ambos países, y las oportunidades que presenta deben ser debidamente valoradas, no temidas.

António Vicente Marques


GLOBAL REPORT

Angola opening its doors to investorsIt’s not easy to invest in Angola, but the incentives are there and, if you do it right, the rewards have the potential to be very lucrative

No es fácil invertir en Angola pero, si se hace

bien, la recompensa puede llegar a ser muy

lucrativa, dice Fernando Viega Gomes, de Abreu

Abogados. Las cosas han cambiado drásticamente

en cuestión de incentivos a inversiones, con muchas oportunidades de negocio.

Pero antes de dar el paso, las empresas deben

preguntarse si tienen la capacidad económica para

hacerlo. Es un proyecto a medio-largo plazo.

Fernando Veiga Gomes

When Fernando Veiga Gomes, Partner and Co-Head of Abreu Advogados´ Angola desk, fi rst went to Angola in 2005, he was tempted to turn around and head straight back. However, as he says, that is a far cry from where Angola is today, particularly for foreign investors.

“Things have dramatically changed in terms of investments,” says Veiga Gomes, “with many opportunities in construction, infrastructure, transportation, agriculture, telecommunications, energy, water and tourism”.

Of course, it’s impossible to deny that there’s a level of political risk involved, he says, but the more foreign investment Angola gets, the more that reduces. “And there are big economies that have invested a lot in Angola that are not prepared to lose their money, so while it is a risk, it’s clearly a manageable one.”

Veiga Gomes sees a lot of Portuguese companies looking at Angola to increase their sales and investments as options are currently very limited in Europe. However, he doesn’t classify this as a trend purely brought on by the crisis, but rather the staggering growth of the Angolan economy over the past few years. “This is evidenced by the fact that it’s not just the Portuguese that are coming,” he says. “Global businesses are looking at Angola more and more, including Brazilians, Chinese, Americans and other nations such as the Spanish are now starting to invest in Angola.”

New legal regimeThe introduction last year of a new Private Investment Law has also helped ease the way for investors.

Applicable to both foreign and domestic entities, and to all private investments bar those reserved for the Angolan State, the Law has, so far, been well received, says Veiga Gomes. However, smaller investors have been complaining that the minimum $1m threshold is too high. Veiga Gomes disagrees: “They want to start slowly with small operations rather than a big investment,” he explains, “however, if you don’t have capacity to invest at least $1m, which isn’t a large amount, then we have to ask, what are you doing here?”

All private contracts are now made directly with the Angolan National Agency for Private Investment (ANIP). “There is still a certain level of uncertainty for

investors,” explains Veiga Gomes, “as they don’t know howANIP will look on their investments in terms of structuring, capitalisation and timing”. ANIP can take a lot of time to decide whether to approve projects, he adds, and they are currently inundated with projects but do not have the capacity to deal with them all.

Available incentivesThere are, however, many incentives to invest, says Veiga Gomes, but these very much depend on the sector and where the project is being implemented. “Undeveloped regions or those far away from the city centres, off er bett er incentives, for example.”The main ones on off er relate to tax. Corporate tax can be reduced by 50 percent from 35 percent to 17.5 percent for anywhere between one to 10 years, dependant on location. “You also have the possibility of reducing capital tax on the distribution of profi ts to the shareholders, for between three to nine years, with the percentage directly negotiated with ANIP,” he explains. “Property transfer tax may also be exempted or reduced.” Factors ANIP takes into consideration include the amount of the investment, the number of employees and the industry.

A word of warningIf European or occidental investors want to buy into Angola they must ask themselves if they have the capacity to do so, says Veiga Gomes. “It’s a big country with structural and social problems so having adequate resources and fi nancing for their investment is crucial.”

You also need the adequate human resources to go there. “You must send the best people you have, ensure you have a local partnership, and above all speak the language,” he adds. “All the local players do business in Portuguese, and if you don’t, you will have even more diffi culties to overcome. You cannot ignore the fact that Angola has over 500 years of Portuguese infl uence.”

While the opportunities in Angola are undoubtedly very att ractive, it’s not an easy process to invest there, says Veiga Gomes. “To get a project approved, set up your local business, purchase property or hire people takes time, eff ort, and making sure to do your homework.” Do that right, however, and you will reap the rewards.


GLOBAL REPORT

“There is no ideal situation, no perfect country to invest in,” says Luis Fernando Guerra, Managing Partner at Deloitt e in Madrid.

“The way that you do business and operate in the legal and regulatory environment in each country is completely diff erent.”Therefore, he adds, the assessment of country risk is fast becoming one of the top priorities for businesses.

What clients want when they are targeting any jurisdiction, says Guerra, is to know that there is the legal security they need to make a long-term investment.

“Can you trust in the legislation and the courts and the way that tax administration or the administrative authorities are applying and following the law?” he says. And, most importantly, can you fi nd the appropriate judicial assistance in a relatively short time?”

Clients also need to know how

expensive it can be to be compliant with local legislation, he says, in particular data protection and anti-money laundering, and also how easy it will be for their compliance department to deal with the local authorities.

With regards to tax, says Guerra, above all they want to know whether it is possible to repatriate the potential profi ts in the future and at what cost. “Some countries have great tax systems with reduced rates and incentives. But if you cannot extract your profi ts at the end of the day, it’s bett er to fi nd out sooner rather than later.”

Clients want to know that their lawyers can provide the appropriate resources in whichever jurisdiction they choose to invest, says Guerra.

“Ultimately, therefore, the most important thing for lawyers is to be able to say to them that you are ‘our’ client regardless of where in the world you are.”

Balancing risk and reward

Aquellos que invierten fuera de España para aliviar la crisis nacional tienen que analizar profundamente el destino de sus negocios para evitar exponerse a altos niveles de riesgo. No hay situación ni país perfecto donde invertir, dice Luis Fernando Guerra. de Deloitte, pero la gestión y prevención de riesgos se está convirtiendo en una de las prioridades de las empresas.

Luis Fernando Guerra

New legislation hoping toprovide securityRecent amendments to Angolan law aim to attract and facilitate much needed domestic and foreign investment

Angola is an economy essentially based in the oil sector, and the Government has understood that for sustainable domestic growth, they have to diversify investments into areas such as agriculture, infrastructure and tourism, says João Robles, Head of the Angola practice at F. Castelo Branco & Associados in Lisbon.

While Angola’s high international investment continues, domestically, it’s a diff erent story. The Government has therefore introduced signifi cant changes to the country’s legal system to bett er facilitate the entry of foreign investors.

Angola’s tax legislation has been amended to make its tax system more eff ective and provide investors with a level of security, says Robles. “Previous laws were in force for over 30 years and they desperately needed modernising.”

There have also been changes to the foreign exchange legislation, namely the Regulation Applicable to Services Agreements. “Most partnerships in Angola are based on service agreements,

so this has wide ranging implications.”As the previous system was very

informal, Robles adds, this, together with the recent new law applicable to private investments, represents a major achievement for the Angolan economy, very simply because it gives security to investors that was lacking.

“They are now assured that their investments will be protected as long as they are willing to honestly invest in the country and in the areas considered as priorities by the Angolan Government,” he explains.

In June 2012, the Sole Shareholding Regulation was approved,whereby a company can have only one shareholder. “This is signifi cant because an investor can now come into Angola alone.”

There is clearly now a will on the part of the Government to att ract foreign investment in a much more structured and consistent way, he says. Whether this will have the desired eff ect, however, remains to be seen.

Angola es una economía basada esencialmente en el sector petrolífero y, para fomentar un crecimiento sostenible, el Gobierno ha diversifi cado sus inversiones en áreas como la agricultura, la infraestructura y el turismo dice Joao Robles. de F. Castelo Branco & Associados. Enmiendas recientes a la normativa angoleña tienen como objetivo atraer inversores extranjeros a estos sectores.

João Robles


GLOBAL REPORT

Local with a global fl avourIn the current climate, it can be tough for smaller Spanish fi rms to secure international work if they don’t want to merge and lose their independence locally.

Puede ser difícil para los despachos conseguir

trabajo internacional sin apoyo sólido en países

clave. Una solución interesante es ser parte de una red internacional

que te permita mantener la libertad e independencia sufi ciente para adaptarte a las necesidades de tus

clientes, dice Kiko Carrión, de Eversheds Nicea.

Kiko Carrión

India is one of the “new world” BRIC economic powerhouses, alongside Brazil, Russia and China, says Karan Singh, a Partner in the Mumbai offi ce of Trilegal, one of a handful of elite Indian law fi rms.

“European appetite for investment has been reasonably strong, with certain clear pockets of activity for international investors that are targeting high technology, pharmaceuticals and manufacturing.” There is also an increasing interest in renewable energy, particularly from Spanish companies The fi nancial services sector sees an interest primarily from the UK and the US.

There is some doubt as to whether India will maintain its growth surge. The Reserve Bank of India recently lowered the country’s growth forecast from 7.5 to 6.5 percent, with the global economic situation and a lack of encouraging policies from the incumbent coalition Government

making political risk a factor for inward investment.

Investors need to be mindful of the growing tension between the central and the state governments and the risks associated with execution of projects that require facilitation from both the central and state governments, says Singh. Many have chosen to undertake a joint venture (JV) to help overcome local complexities – not always a simple solution.

“The consistency of policies, especially those in respect to foreign investment and tax, is crucial,” says Singh. “And that is where the Indian Government needs to have a re-think, and foreign investors need to be aware of the risks.”

India is a growing economy, which continues to be of interest to Iberian companies. However, those wanting to move into the region need to strike a very careful balance between risk and reward.

India: A brave new world

La India es una potencia económica parte de los

BRIC, junto a Brasil, Rusia y China, dice

Karan Singh de la fi rma Trilegal, una de las

líderes del país. En los últimos años el apetito

europeo para la inversión en India ha sido bastante

fuerte, con focos claros de actividad en sectores

en crecimiento.

Karan Singh

One solution is to be part of an international network, as was the case with Madrid boutique Nicea Abogados and its exclusive alliance with Eversheds. “This has helped provide clients with wider legal services and facilitated growth within the fi rm,” says Kiko Carrión, a Partner at Eversheds Nicea.

“The members of Nicea Abogados are proud to share their original principles with the vision and values of Eversheds International,” says Carrión. The option of keeping their local structure while being a member of Eversheds International allows the fi rm to adapt a complete off ering of full services to the necessities of the domestic and international client.

Nicea Abogados was formed in early 2010 by a group of partners from international fi rms DLA Piper, Baker & McKenzie and Eversheds. After Eversheds opted to end its former Spanish alliance in early 2011, following strategic diff erences, Nicea was selected as the replacement, rebranding as Eversheds Nicea.

When Nicea launched it had fi ve partners, which has grown to 35 lawyers (including 11 partners) as of August 2012. Likewise, the initial launch team was made up of tax, employment, litigation, corporate and real estate and banking lawyers. The fi rm now has a full service structure, including, among others, IP, competition, commercial, media & entertainment and public law.

Carrión adds that international instructions have mirrored the current economy closely, particularly those coming out of distressed businesses. He is also looking at opportunities outside of Europe, hoping to benefi t from Eversheds’ expansion in the Middle East and Asia.

The UK has remained the major engine over the last year, but Madrid has also worked with those in Germany, Italy, the Netherlands and France. “This ability to has made us stronger in the local market,” says Carrión, “and provided us with a much more international practice than had we remained independent”.


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SPECIAL FOCUS: LATIN AMERICA

As Iberian companies look abroad to balance the Eurozone crisis, they are increasingly turning to Latin America in the hopes of capitalising on its growth and opportunities. But while some regions are booming, others are still battling with legal risk and domestic distress. The question of where, and where not, to invest is back at the top of Iberian agendas.

Despite the European crisis and the slowdown of the US economy, much of Latin America continues to experience economic growth. Many of its countries now have long-term stable economic conditions, and expropriation and political risk, aside from one or two notable exceptions, seem to be a thing of the past.

The high credit ratings of many has opened them up to large, long-term foreign investors, and signifi cant investment opportunities exist, with the development of projects in a wide array of sectors, crying out for funding.

Latin American countries currently have common needs, says Manuel Galicia Romero, a Founding Partner of Galicia Abogados in Mexico. “All our economies are growing and you cannot sustain that growth without energy and infrastructure, so there is a need, and therefore opportunities, for foreign investors.”

Many Iberian companies have already invested huge amounts in the region over the years, most notably Spain´s Santander, BBVA, and telecoms giant Telefónica, and Portugal’s EdP, Galp Energia and Portugal Telecom. And law fi rms also have not been shy in their eff orts in coming forward, with the likes of Garrigues and Uría Menéndez with well established relations in the region, and the Portuguese, of course, with close contacts in Brazil, for example, PLMJ and Vieira de Almeida. And beyond the largest of fi rms, most lawyers have strong referral relationships across Latin America.

But while the region is clearly on a bett er economic path than Europe, dig a litt le deeper, and there are clear winners and losers in the opportunity stakes. And investors had bett er beware of putt ing every Latin American country in the same basket, say lawyers.

Down and outArgentina, once one of the highest receivers of foreign investment in Latin America, after

Las empresas ibéricas están acercándose

cada día más a América Latina para aprovechar

el crecimiento y las oportunidades que ofrece

la región. Mientras que algunos países están

fl oreciendo y abriéndose a inversión externa,

otros siguen mostrando restricciones regulatorias

y riesgos por inestabilidad política o normativa. La

cuestión que encabeza las agendas de las empresas es cómo evaluar el riesgo sin perder oportunidades

de negocio.

Brazil, is now in sixth place behind some that have a far lower GNP, says Máximo Luis Bomchil, Managing Partner of M. & M. Bomchil in Argentina. “Things are very slow, and there’s practically no foreign investment.”

Since 2003, the Government has not been very friendly towards investors, according to lawyers, closing the economy and frightening any potential ones in the process. “Since 2011, the Government administration has tightened capital controls to prevent Argentines from moving their savings overseas,” says Santiago Carregal, a Partner at Marval, O’ Farrell & Mairal, “and has nationalised Spain’s oil company YPF and tapped central bank reserves to fi nance spending”.

The economy is in disarray and the current trade war with Spain has not done any favours to its international image. What investment there is comes from neighbouring countries such as Brazil and Mexico, and there has been practically none from Europe or the US. Investment as a whole is falling strongly, with its contribution to GNP going from a previous high of 22% to around 14%, say lawyers.

But while the overall outlook is not good, there are still some opportunities to be found for brave, and clever, investors among them technology and tourism. Mining (gold, silver, potassium, copper) is defi nitely one of the sectors with potential, says Carregal at Marval, O’ Farrell & Mairal. “The regulations for this sector are quite stable, therefore the industry will continue to grow. The Federal Government and provinces are eager to receive royalties and dividends in hard currency so they will maintain these policies.”

Venezuela is another example of a fallen jurisdiction, being perceived as less and less att ractive for foreign investment. Its political and economic regime is closed and protectionist, and for a long time it has been leaning further towards an economic crisis.

The winners and the losers



This refl ects a lack of economic policies that do not allow for the promotion of economic development, say lawyers.

But while it is close to the edge, all is not lost. Foreign investment in Venezuela in traditional industries has been lacking for several years, says Fernando Peláez Pier, the highly respected former President of the IBA and a Partner at Hoet Peláez Castillo & Duque. “The oil sector, however, is still of interest to foreign investors mainly from China, Russia and other Asian countries, with companies implementing major infrastructure projects.”

While this side of Latin America is less likely to make the headlines, others are fi rmly in the spotlight – the region’s winners. A group of economies that are defying the odds, growing and prospering.

Rising starWhile Latin America is imperfect, and Colombia is part of that imperfection, it is known as one of the bett er jurisdictions to invest in, says Glenn Faass, Managing Partner of Norton Rose Colombia. It has never had any nationalisations or expropriations, has the highest regard and respect for contracts, and is rapidly shedding its unsavoury civil war history and drug-trading reputation.

The country is also increasingly opening up to foreign investment, with a signifi cant amount in recent months, says Jaime Herrera, a Founding Partner of Posse, Herrera & Ruiz Abogados, especially in the energy, mining, infrastructure and engineering sectors. Tourism, fi nancial and pharmaceuticals are also active, while European interest is primarily in telecommunications, fi nance and consumer products.

The energy and mining sector, however, remain the most dynamic, with a National Development Plan for investment between 2010 and 2014 calling for additional funds for development, expansion and modernisation projects. In the telecommunications sector, the Colombian Government is also currently looking for strategic partners for Computers for Education, 472 (the Governments Post Offi ce) and Vive Digital Plan (internet connections), adds Herrera at Posse, Herrera & Ruiz Abogados.

While notorious for its security risks, and a reputation for corruption, these have largely diminished over the past 10 years due to a huge eff ort by the Government. And a push has seen a high number of Free Trade Agreements being executed over recent years, with the agreement between Colombia and the EU expected to be in place by the end of the year.

Legal proceedings are also transparent and open, by Latin American standards, but that doesn’t mean they are eff ective, fast or cheap, says Faass at Norton Rose Colombia. “While the

right person ultimately wins in litigation, it takes time, but at least you have the prospect of transparent justice.”

Bureaucracy is still a problem, however, and the Government is making serious att empts to resolve it, he adds. But by its very nature, bureaucracy is very resilient to att empts to remove it.

Battling for the top spotOver recent years, Chile has consistently off ered an economic and political stability not seen in most of its neighbours, say lawyers, and foreign investment has been growing, in particular from US, Europe and now Asia.

With an excellent track record in terms of transparency, rule of law, democratic regulations and a responsible political class, says Jorge Carey, Chairman of Carey y Cía in Chile, the country is particularly well positioned to receive international investments.

The energy sector is booming, as is the mining sector, copper in particular, and while infrastructure has improved it continues to need funds for projects ranging from roads and ports to water treatment plants and hospitals. Some years in the pipeline, the building of a new bridge connecting mainland Chile to the Island of Chiloé has fi nally been confi rmed by the Government, with bidding for the project to start by the end of the year, and to cost around a billion dollars.

With various trade and double taxation agreements in place, the Government is actively promoting legal safety and certainty. Specifi cally, there is a regime of ‘foreign investor contracts’, signed with the Government that grants certain rights to foreign investors, including non-discrimination and tax stability.

The system in Chile tries to assure them that they can repatriate their investments and that they will receive the same economic treatment as a local investor, says José Miguel Carvajal, a Partner at Morales & Besa in Chile . “You should not have surprises when investing in Chile.”

However, while some say that investors could still face the risk that the country returns to the bad economic policies of the past or populist and protectionist measures, lawyers say this is highly unlikely.

A close secondThis year, it is expected that Mexico’s economy will grow more than four percent, which is higher than in other Latin American

countries, says Juan Francisco Torres Landa, a Partner at Barrera, Siqueiros y Torres Landa in Mexico, particularly Brazil, which is one of Mexico’s top competitors.

The US remains Mexico’s main investor, while Spain continues to be very active in the fi nancial services, energy and infrastructure sectors – Spanish banks Santander and BBVA being clear examples of the potential for diversifi cation in the region, with signifi cant success. And there is also

Foreign investment in Venezuela in traditional industries has been lacking for several years. The oil sector, however, is still of interest to foreign investors mainly from China, Russia and other Asian countries, with companies implementing major infrastructure projects

Fernando Peláez PierHoet Peláez Castillo & Duque, Venezuela

“”



downwards, and are now at 2.5 percent, down from higher than three at the start of the year.

The country is not without problems, however, with uncertainty on taxes and a biased and slow judiciary, says Luis Antonio Semeghini de Souza, a Partner at Souza, Cescon, Barrieu e Flesch.

Foreign investors may therefore face some red tape in obtaining approvals and licences, especially because they have three levels of government – federal, state and municipal. “Furthermore,” says Freire at TozziniFreire Advogados, “specifi c regulatory agencies may also need to approve the transaction, depending on the sector.”

Brazil’s tax burden in 2011 was also one of the highest in the world representing 36% of the GDP, hindering its national economic development and competitiveness, and discouraging investment. Reforms have been promised for the past 15 years, say lawyers, but so far none has been forthcoming. And its Commercial Code dates back to 1850, and is still applies to businesses with no specifi c legislation, such as e-commerce. While a new law is with the National Congress, its track record for effi ciency is not great according to lawyers – the current Civil Code took 30 years to negotiation in the Senate and Congress.

“The Government is always saying that the country needs more investments in infrastructure, and this is a top priority,” says Pedro Aguiar de Freitas, Managing Partner of Veirano Advogados in Brazil. “However, there is a great deal of bureaucracy and ineffi ciency, which is hindering precisely the investment we need.”

Beat the competitionWhile Iberian companies may wish to capitalise on the potential opportunities in Latin America to mitigate the global crisis, they are of course now facing stiff competition from their Latin counterparts. “There are so many opportunities here in Brazil,” says Aguiar de Freitas at Veirano Advogados, “that unless it is for very strategic reasons or benefi ts their domestic operations, Brazilian investors are not looking abroad”.

With lawyers across parts of the region echoing similar statements, and the growing trend for inter-regional investment, one cannot deny that those closest to Latin America are already taking advantage of what is seemingly one of the more resilient regions in the face of the global crisis.

While one needs to be sure to carefully assess the risks before att empting to reap the rewards, Iberian companies would be wise to act now. There are reasons why winners win the race, and those in second place lose.

a growing trend within Latin America for inter-regional investments, says Galicia Romero at Galicia Abogados ,with Brazil, Colombia and Peru, for example, becoming active investors in Mexico.

The auto industry has also become essential to Mexico’s growth over the past two years, as salary increases in China have meant that Mexico, with its lower labour costs, has become a much more att ractive place to base plants and manufacturing facilities.

While the volatility of the Mexican Peso is one potential risk for investors, explains Torres Landa at Barrera, Siqueiros y Torres Landa, the reality is that Mexico’s lack of foreign exchange restrictions gives investors a level of certainty associated with the ability to covert funds without registration or regulatory hurdles.

Leading the wayBrazil is still top of the class, and seen as one of the safest destinations for foreign investors, with its sophisticated capital markets, favourable laws and equal treatment of

domestic and foreign capital. Huge projects are being implemented,

despite the global crisis, particularly in infrastructure, renewables and the oil & gas supply chain. “2012 will see various infrastructure projects and public procurement proceedings carried out by the

Federal Government,” says José Luis Freire, Managing Partner at TozziniFreire Advogados

in Brazil, including airports, highways, ports, railways, power, telecommunication and, in

particular, oil and gas. Spanish companies are key players here and also in the energy sector, with companies such as Iberdrola and Abengoa topping the investment stakes.

The discovery of a new area of 1,6 trillion cubic metres of reserve in the pre-salt layers has the potential to be fi ve times bigger than the country’s current oil and gas reserves. Due to diffi culties extracting from those layers, Brazil will need a high level of new technologies, equipment and processes that it currently doesn’t have, says Albert Castelló, Spanish & Latin American Desk Manager at Felsberg e Associados in São Paulo. “There are therefore many opportunities for local and foreign investors in this area.”

The fi rst privatisations of Brazilian airports, for example, drew much investor interest, and the Government is expected to launch a second round soon, which will include the airport of Rio de Janeiro. And, with events such as FIFA 2014 World Cup and the Rio 2016 Olympics, the tourism sector is thriving.

Lawyers, however, say that investors must look carefully at currency risk to ensure that variations in the Real will not aff ect their expected returns. And while Brazil’s position at the head of Latin America’s leaderboard remains strong, the country is starting to feel the eff ects of the crisis in Europe. The IMF forecasts for its economic growth are being revised

While the volatility of the Mexican Peso is one potential risk for investors, the reality is that Mexico’s

lack of foreign exchange restrictions gives investors a level of certainty associated with the ability to convert

funds without registration or regulatory hurdles

Juan Francisco Torres LandaBarrera, Siqueiros y Torres Landa, Mexico

“”



At last, Mexico opening its doorsNew president indicates a need for investment in infrastructure and energy, signalling opportunities for foreign investors

When Felipe Calderón became President of Mexico in late 2006, he promised billions of dollars of investment for the country’s infrastructure and energy projects. Six years later, there is an air of disappointment.

“Not many of the promised projects went through,” says Juan Carlos Serra, an Energy and Mining Partner at Basham Ringe & Correa. “There has been some activity in ports, water treatment plants, renewable energy and minor roads, but not the big projects that were expected.”

Optimism has now been revived after Enrique Peña Nieto won the general election in July. He has put his weight behind schemes such as the Querétaro-Mexico City high-speed rail link, new light rail systems in Guadalajara, Mexico City and Toluca, plus the revamp of commercial and cargo airports in places such as Atlangatepec Quintana Roo and Veracruz. The country’s ports and renewable energy sector have also been

promised investment. Carlos Serra, however, says that

international investors need to be aware of local rules. “Under Mexican legislation, private companies are only allowed to sell electricity – and LNG too – to the state-controlled entity, although the rates are decent,” he adds. “The only other options are to self-supply domestically or export electricity, but that can only be bought by a shareholder of the generating company.”

He says that working closely with local companies is a good initial strategy, something companies such as Mitsui have benefi ted from, but is hopeful that the political appetite is there for reform.

But while reforms are not expected until the middle of 2013, there is a defi nite mood for change, says Carlos Serra. The new President has already said that he wants private investment in the infrastructure and energy sectors, opening the door to potential opportunities for foreign investors.

Aunque el anterior presidente de México prometió inversiones de infraestructura y energía, que no vieron la luz, Juan Carlos Serra, de Basham Ringe y Correa afi rma que, con el nuevo presidente, se restablece la confi anza de llevar a cabo nuevos proyectos en este país con interesantes oportunidades para los inversores extranjeros.

Juan Carlos Serra

It’s not surprising that a country the size of Brazil needs a strong domestic power market to drive its growth. But traditional energy sources, such as coal and gas, are being overtaken by renewable energy in recent years. And solar is poised to become the next big investment, says Mauro Penteado, an infrastructure and project fi nance Partner at Machado Meyer Sendacz & Opice Advogados in São Paulo.

“Wind power has been the main focus for Brazilian renewable energy,” he says. “Nobody expected wind to be feasible, but the Government brought in generous subsidies in transmission and distribution tariff s and also guaranteed price to buy energy generated from wind projects that won the energy auction – which helped greatly.”

The Government is currently reviewing similar incentives for commercial solar projects. At present solar deals are too expensive, but a decent transmission and distribution tariff s discount off ered by new regulation could reduce these costs by up to 80 percent. Brazil is aiming to

open an auction for a programme of solar projects in 2014, mainly in the north west of the country.

“There are a few projects in the pipeline, notably some of the stadia for the 2014 World Cup will have solar panels,” says Penteado, “and everyone is expecting activity to increase greatly, especially if an energy auction is launched by the Government only for solar projects”.

Local companies, like Bioenergy and Sistema de Energia Renovavel, have already pledged to invest in solar, but the push will also be of great interest to international companies. Permits are lenient too, with organisations given up to fi ve years to construct solar schemes.

“Spanish solar developers have the knowledge and capabilities from their strong local and international experience to benefi t,” says Penteado. Companies should start preparing now, to be able to capitalise once the auctions are announced.

A new kind of energy

Brasil necesita un mercado energético más fuerte para crecer. Sin embargo las energías convencionales, como el gas o el carbón, están siendo sustituidas por las energías renovables, siendo la solar la próxima gran inversión, dice Mauro Penteado, de Machado Meyer Sendacz & Opice Advogados.

Mauro Penteado



The US: A platform for Latin American transactionsBusinesses operating across Latin America are increasingly utilising US legal entities or US law to structure their operations in the region

La inversión ibérica a través del Atlántico no

fl uye directamente entre Iberia y América Latina,

sino que a menudo utiliza los EE.UU. como plataforma neutral, dice

Xavier Ruiz, de K & L Gates. Asimismo, los

negocios que operan en América Latina están

utilizando cada vez más entidades legales estadunidenses o las

leyes de los EE.UU para estructurar sus

operaciones en la región.

Xavier Ruiz

The fl ow of Iberian investment across the Atlantic is not merely between Iberia and Latin America, much increasingly goes through and via the US, says Xavier Ruiz, Partner with K&L Gates in New York.

The past year has seen a strong continuation of the trend of Spanish businesses looking well beyond Latin America for new opportunities, he says. “We have seen companies investing in the US, opening new plants, businesses or, as a result of mergers and acquisitions, acquiring local companies. Much of this activity is being undertaken not only with the goal of expanding across the US but also across the continent.”

New York law is the default option governing fi nance transactions (especially project fi nance) in Latin America, and this is also true for projects developed or sponsored by Spanish companies in the region, says Ruiz. The main reasons to choose New York law are related to custom and practice, as the principal lenders for projects in Latin America are New York-based fi nancial institutions, as well as multilateral organisations based in Washington DC, such as the Inter-American Development Bank and the International Finance Corporation.

They also relate, however, to the legal certainty brought by New York law, which allows an almost absolute freedom of contract and does not generally impose any legal requirement on the parties. Among the benefi ts is the fact that the contracts are almost always self-contained, says Ruiz, relative to those conducted under civil law, and agreements do not require a prior knowledge of existing Codes or additional regulation. “Under US law, the parties are able to set out everything of relevance in a single document.”

Because certain countries in Latin America, including Chile, Colombia, Mexico, Peru and of course Brazil are nowadays stable both politically and economically (they have been spared from the international fi nancial crisis), country risk is no longer a factor when determining whether a local project is fi nanceable. Therefore, US and multilateral lenders are generally evaluating projects in those countries solely on the basis of their economics.

Joint ventures and corporate transactionsIn addition to fi nancing transactions, New York law (and to a lesser extent the laws of other US states, such as Florida, California

or Delaware) is increasingly being chosen as the law governing joint ventures and even acquisition transactions in the region, for the same reasons of practice and legal certainty. Because US and Spanish companies are generally market leaders in multiple industries in Latin America, adds Ruiz, they often team up for projects in the region or engage in corporate transactions there. “However, Spanish law is hardly ever chosen as the law governing those transactions, but the parties tend to favour the choice of US law.”

The joint investments being made encompass a broad scope of business sectors, says Ruiz, but the best opportunities currently being developed are in the energy, transportation and telecommunications industries (whether as contractors, sponsors or operators), as well as in the fi nance industry.

Recent examples he highlights include operations where one company co-ordinates the technology and the other the distribution and logistics, again utilising New York law. “When we discuss the benefi ts of such structures with potential international investors, we often point out the volume of US and Spanish investment already being made across the region – they remain number one and two in terms of investment value, and therefore have signifi cant local knowledge and resources.”

For cross-border Latin American transactions or project fi nancing, the US also off ers a neutral platform for the parties, says Ruiz. “We see many Latin American operations of Spanish companies being increasingly managed from Miami, which is a location that off ers not only excellent transport links across the US and Latin America, but also a depth of legal and transactional expertise available.” New York, Washington DC, Chicago, Houston and Dallas are strong alternatives to Miami.

Miami is also the preferred site for the resolution of commercial disputes through arbitration involving Latin American companies, due to its location, practice expertise and Spanish language skills of a good number of local practitioners, adds Ruiz.

His own fi rm has an offi ce in the city, which is a favoured location for Spanish and Latin American companies looking to establish a permanent presence to service the US market.



Capitalising on ColombiaInfrastructure has become a focus for the Colombian Government, resulting in a huge need for investment to cover its ambitious projects

Colombia’s lack of infrastructure has become a high priority for the Government, and time is of the essence for investors to capitalise, says Glenn Faass, Managing Partner and co-founder of Norton Rose’s Colombia practice. Norton Rose picked up two offi ces in Colombia as part of its recent merger with Canadian fi rm Macleod Dixon.

Historically, Colombia’s geography has limited the Government’s ability to penetrate and extend essential services into parts of the country. “We also experienced historic levels of rainfall over the past couple of years, and so infrastructure that did exist has been seriously damaged.” Roads, bridges and buildings have been destroyed, which has made a bad situation worse, he adds.

As a consequence, the Government has put a very high focus on infrastructure and is off ering out projects for bidding at an incredibly fast pace. “They are primarily off ering public-private-partnership projects in ports, airports,

roads, almost anything you can imagine because the need is so great,” says Faass.

One thing about Colombia that people don’t realise is that the barriers to foreign investment are very low. “I have worked in half a dozen countries and am familiar with the investment regime in at least half a dozen more,” says Faass, “and I don’t know of anywhere as open to investment as Colombia”.

To take advantage, investors should fi rst familiarise themselves with the country, and the legal, fi nancial and fi scal regimes. Also identify where in the country it is feasible to work, as while security is not nearly as much of an issue as in Colombia’s past, there are still areas where it would not be advisable to do so. Also, monitor the various governmental and Infrastructure Agency websites, to see what bids are coming up and when.

But Iberian companies need to start acting now, stresses Faass, because the projects, and the opportunities, are out there for the taking.

La falta de infraestructura en Colombia se ha convertido en un foco prioritario para el Gobierno del país, con ambición de llevar a cabo grandes proyectos y ofreciendo incentivos para la inversión extranjera, dice Glenn Faass, de Norton Rose Colombia.

Glenn Faass

Mediation, as a tool, is not always top of a company’s priority list. Manuel Alvarez-Trongé, Head of the Latin American Desk at Bartolome & Briones in Buenos Aires, however, believes that mediation is growing in importance, thanks to the economic crisis.

An Argentine Lawyer, qualifi ed mediator and former in-house Counsel, Alvarez-Trongé has spent his career keeping disputes away from the courts.

He points to countries such as Argentina, where mediation has been mandatory since 1991, as encouraging the dispute resolution models beyond traditional litigation and arbitration.

“While some companies and lawyers were wary of mediation to start with, it has become well-established in Argentina and beyond,” he adds. Indeed, most companies expanding into new markets now routinely include carefully-worded mediation clauses.

Alvarez-Trongé believes that mediation off ers three main benefi ts. First, the process can be a lot speedier than arbitration and litigation, which can drag on for years.

Second, as a result, it can be considerably cheaper than heading straight to the courts. Finally, there is the issue of confi dentiality.

“Mediation tends to be confi dential and that is important, especially in Latin America,” he remarks. “Court judgments can be publically available, which means journalists can obtain and publish sensitive information about cases.”

Mediation is also less risky because the power remains with the lawyers. For instance, if there was concern about the quality of the mediator, then either side could elect to use a new mediator.

“There is very litt le risk,” Alvarez-Trongé concludes. “As long as companies have strong mediation clauses and very good local lawyers, it should be easy to get a satisfactory agreement.”

Ultimately, the recession has also meant that the companies have to think diff erently, he says, particularly when it comes to cost, and mediation off ers a more cost-effi cient way of sett ling commercial disputes. Crucial in today’s economic climate.

Multinational mediation

Manuel Alvarez-Tronge, de Bartolomé & Briones, afi rma que debido a la crisis económica y la limitación en la liquidez de las empresas, la mediación en confl ictos nacionales o internacionales se percibe ahora como una herramienta interesante que ofrece soluciones prácticas mediante procesos de negociación asistida.

Manuel Alvarez-Trongé


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Abreu Advogados, Avenida das Forças Armadas 125, 12º, 1600-079 Lisbon

Contact: Miguel Castro PereiraTel: +351 21 723 18 00 Fax: +351 21 723 18 99Email: [email protected] Web: www.abreuadvogados.comMain practice areas: Litigation (Criminal, Civil, Arbitration & Mediation, Commercial), Corporate & Commercial (Corporate, M&A, Private Equity, Insolvency & Corporate Restructuring), Sports, Banking & Finance, Tax and Real Estate

Araoz & Rueda, Paseo de la Castellana 164, 28046 Madrid

Contact: Clifford J. HendelTel: +34 91 319 02 33 Fax: +34 91 319 13 50Email: [email protected] Web: www.araozyrueda.comMain practice areas: Corporate & M&A, Private Equity, Litigation & Arbitration, Insolvency & Restructuring, Banking & Finance, Project Finance, Energy, Labour, Tax, Regulatory & Compliance, EU & Competition and IP/IT

AVM Advogados, Rua Amílcar Cabral 211, 8º, Luanda / Rua Carlos Alberto da Mota Pinto, Amoreiras Square 17-A, 10ºB, 1070-313 Lisbon

Contact: António Vicente Marques/Claudia Santos CruzTel: +244 933 85 55 53/+351 30 450 10 10 Fax: +244 222 33 84 07Email: [email protected] Web: www.avm-advogados.comMain practice areas: Full Service International and Commercial

Baker & McKenzie, Avenida Diagonal 652, Building D, 08034 Barcelona

Contact: Esteban RaventósTel: +34 93 206 08 20 Fax: +34 93 205 49 59Email: [email protected] Web: www.bakermckenzie.comMain practice areas: Corporate & M&A, Tax, Employment, Litigation & Corporate Crime & Insolvency, IP/IT, Public Law, Pharma, Compliance, B&F, Restructuring, Real Estate, Environmental Law, Antitrust, Wealth Management and Energy

Bartolomé & Briones , Balmes, 243 - 7º, 08006 Barcelona

Contact: Salvador BartoloméTel: +34 93 292 20 20 Fax: +34 93 415 66 38Email: [email protected] Web: www.bartolomebriones.comMain practice areas: Areas Corporate, Intellectual Property, Litigation, Latin America

ABBC e Associados, Largo S. Carlos 3, 1200-410 Lisbon

Contact: Benjamim MendesTel: +351 21 358 36 20 Fax: +351 21 315 94 34 Email: [email protected] Web: www.abbc.ptMain practice areas: Corporate & M&A, Dispute Resolution, Employment, Energy, EU & Competition, Finance & Projects, IP, Public Law, Real Estate, Aviation and Tax.

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Basham, Ringe y Correa, Paseo de los Tamarindos No. 400-A, Piso 9 Col. Bosques de las Lomas 05120, México, D.F

Contact: Juan Carlos SerraTel: +52 55 5261 0491 Fax: +52 55 5261 0496Email: [email protected] Web: www.basham.com.mxMain practice areas: International Business Transactions, Corporate Law, Infrastructure, Energy & Minning


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Cuatrecasas, Gonçalves Pereira, Praça Marquês de Pombal 1, 1250-160 Lisbon

Contact: Maria João Ricou/ Diogo Perestrelo Tel: +351 21 355 38 00 Fax: +351 21 350 29 60 Email: [email protected] Web: www.cuatrecasasgoncalvespereira.comMain practice areas: Full service fi rm

Deloitte Abogados y Asesores Tributarios, Plaza de Pablo Ruiz Picasso s/n, Torre Picasso, 28020 Madrid

Contact: Luis Fernando GuerraTel: +34 91 514 50 00 Fax: +34 91 514 51 80Email: [email protected] Web: www.deloittelegal.comMain practice areas: Tax, Arbitration & Litigation, Corporate & M&A, Employment, Banking & Finance, Real Estate, Restructuring & Insolvency, Capital Markets, TMT, Planning and Public Law

Esquível, Avenida António Augusto de aguiar, n.º 5, 2º B, 1050-010 Lisbon

Contact: José Luís EsquívelTel: +351 21 384 53 10 Fax: +351 21 384 53 19Email: [email protected] Web: www.esquivel.com.ptMain practice areas: Administrative & Public Law, Project Finance & Infrastructure, Dispute Resolution, Energy & Utilities and Environmental

Eversheds Nicea, C/ Alfonso XII, 38. 28014 Madrid

Contact: Javier Ibáñez GabernetTel: +34 91 429 43 33 Fax: +34 91 429 91 00Email: [email protected] Web: www.evershedsnicea.comMain practice areas: Real Estate, Finance, Developments and Acquisitions, Joint Ventures

BDO Abogados, Paseo de Recoletos 37-41, 28004 Madrid

Contact: Ignacio LegidoTel: +34 91 436 41 95 Fax: +34 91 436 41 93Email: [email protected] Web: www.bdo.es/abogadosMain practice areas: Corporate, M&A, Tax, Dispute Resolution, Insolvency & Restructuring, Employment, Public Law, IP & IT, Maritime & Transport and Real Estate

Caiado Guerreiro & Associados, Rua Castilho 39, 15º, 1250-068 Lisbon

Contact: Tiago Caiado GuerreiroTel: +351 21 371 70 00 Fax: +351 21 371 70 01Email: [email protected] Web: www.caiadoguerreiro.comMain practice areas: Tax, Tax Planning and Tax Litigation

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Broseta Abogados, Fernando el Santo 15, 28010, Madrid

Contact: Julio VelosoTel: +34 91 432 31 44 Fax: +34 91 432 32 55Email: [email protected] Web: www.broseta.comMain practice areas: Banking & Finance, Corporate, Insolvency & Litigation, Labour, Real Estate, Private Equity, Public Law, Tax, Wealth Management


GLOBAL REPORTGUIDE TO LAW FIRMS


Grau & Angulo, Josep Irla i Bosch 5-7, 08034 Barcelona

Contact: Alejandro AnguloTel: +34 93 202 34 56 Fax: +34 93 240 53 83Email: [email protected] Web: www.gba-ip.comMain practice areas: IP: Patent, Trademarks, Designs, Copyright and Unfair Competition litigation.

Hogan Lovells, Paseo de la Castellana 51, 28046 Madrid

Contact: José M. BalañáTel: +34 91 349 82 00 Fax: +34 91 349 82 01Email: [email protected] Web: www.hoganlovells.comMain practice areas: Banking & Finance, Competition, Corporate M&A & Private Equity, Employment, Infrastructure & Regulatory, Insurance & Reinsurance, IP, Dispute Resolution, Real Estate, TMT and Tax

Hunton & Williams, 1111 Brickell Avenue, Suite 2500, Miami FL 33131

Contact: Fernando C. AlonsoTel: +1 305 810 25 70 Fax: +1 305 810 24 60Email: [email protected] Web: www.hunton.comMain practice areas: Banking & Finance, Project Finance, Cross-Border Transactions, Corporate & M&A, Capital Markets & Securities, Energy & Infrastructure, Litigation & Alternative Dispute Resolution, IP, and Privacy & Information Management

Gómez-Acebo & Pombo, Paseo de la Castellana 216, 28046 Madrid

Contact: Manuel MartínTel: +34 91 582 91 00 Fax: +34 91 582 91 14Email: [email protected] Web: www.gomezacebo-pombo.comMain practice areas: Administrative, Communications & Audiovisual, Company Commercial, Competition, Criminal, Employment, Environment, EU, Financial Services, IP & TMT, Litigation & Arbitration, Real Estate, Sports and Tax.

F. Castelo Branco & Associados, Avenida da Liberdade 249, 1º, 1250-143 Lisbon

Contact: Pedro GuimarãesTel: +351 21 358 75 00 Fax: +351 21 358 75 01Email: [email protected] Web: www.fcblegal.comMain practice areas: Administrative & Public Law, Project Finance & Infrastructure, Dispute Resolution, Energy & Utilities, Environmental

GOLD Abogados, Almagro 31, 3º izda., 28010, Madrid

Contact: Israel Gómez-CaroTel: +34 91 391 10 72 Fax: +34 91 391 53 21Email: [email protected] Web: www.goldabogados.comMain practice areas: Banking & Project Finance, Energy, Telecoms, Litigation & Arbitration, Regulation & Competition

Garrigues, Hermosilla 3, 28001 Madrid

Contact: Fernando VivesTel: +34 91 514 52 00 Fax: +34 91 399 24 08Email: [email protected] Web: www.garrigues.comMain practice areas: Full service fi rm




Pérez-Llorca, Alcalá 61, 28014 Madrid

Contact: Pedro Pérez-LlorcaTel: +34 91 436 04 25 Fax: +34 91 436 04 30Email: [email protected] Web: www.perezllorca.comMain practice areas: Corporate & M&A, Arbitration, Litigation, Capital Markets, Projects & Real Estate, Tax, Finance & Restructuring, Anti-trust & Regulatory and Employment

PLMJ International Legal Network, Avenida Da Liberdade 224, Edífi cio Eurolex, 1250-148 Lisbon

Contact: Luis Sáragga Leal/Manuel Santos Vítor/Nuno Líbano MonteiroTel: +351 21 319 73 00 Fax: +351 21 319 74 00Email: [email protected] Web: www.plmj.com / www.plmjnetwork.comMain practice areas: Full service law fi rm

Irwin Mitchell, Plaza Pablo Ruiz Picasso 1, 11B, 28046 Madrid

Contact: José María de LorenzoTel: +34 91 418 83 30 Fax: +34 91 770 47 62Email: [email protected] Web: www.irwinmitchell.esMain practice areas: Litigation & Arbitration, Data Protection, Employment, Corporate, Tax, Real Estate, Personal Injury

Osborne Clarke, Avenida Diagonal 477, 20, 08036 Barcelona

Contact: David MirandaTel: +34 93 419 1818 Fax: +34 93 410 25 13Email: [email protected] Web: www.osborneclarke.comMain practice areas: Corporate, M&A, Tax, Employment, Litigation and Arbitration, Regulatory, Commercial Contracts, Competition

Marimón Abogados, Paseo de Gracia 118, 08008 Barcelona

Contact: Luis Marimón PratsTel: +34 93 415 75 75 Fax: +34 93 415 83 11Email: [email protected] Web: www.marimon-abogados.comMain practice areas: Corporate and M & A, Business Law, Banking and Project Finance, Labour Law, Tax, Litigation, Public Law, Insolvency, IP, E-Commerce and Data Protection, Real Estate and Energy

pbbr - Pedro Pinto, Bessa Monteiro, Reis, Branco, Alexandre Jardim & Associados, Avenida da Liberdade 110, 6º, 1250-146 Lisbon

Contact: Pedro PintoTel: +351 21 326 47 47 Fax: +351 21 326 47 57Email: [email protected] Web: www.pbbr.ptMain practice areas: Commercial and Corporate, M & A, Private Equity, IP, Advertising, TMT, Real Estate, Employment, Banking and Finance, Capital Markets, Administrative, Planning and Environment, Competition, Tax, Litigation and Arbitration

K&L Gates, 599 Lexington Avenue, New York, NY 10022-6030

Contact: Xavier RuizTel: +1 212 536 4889 Fax: +1 212 536 3901Email: [email protected] Web: www.klgates.comMain practice areas: M&A, Private Equity, Fund Formation, Corporate Governance, Regulatory, IP and Real Estate




Squire Sanders, Plaza Marques de Salamanca 3-4, 28006 Madrid

Contact: Rafael AlonsoTel: +34 91 426 48 40 Fax: +34 91 435 98 15Email: [email protected] Web: www.squiresanders.comMain practice areas: Corporate, M&A, Project Finance, Tax, Real Estate, Dispute Resolution, IP and Employment

Uría Menéndez, Príncipe de Vergara 187, Plaza Rodrigo Uría, 28002 MadridContact: Luis de CarlosTel: +34 91 586 04 00 Fax: +34 91 586 04 03Email: [email protected] Web: www.uria.comMain practice areas: Public, Arbitration & Litigation, Corporate, Environmental, Energy, EU & Competition, Financial, Infrastructure, Transport & Logistics, Media, IT & IP, Real Estate, Tax and Employment

Vieira de Almeida & Associados, Avenida Duarte Pacheco 26, 1070-110 Lisbon

Contact: João Vieira de AlmeidaTel: +351 21 311 34 00 Fax: +351 21 311 34 06Email: [email protected] Web: www.vda.ptMain practice areas: Full service Portugal, Angola, Brazil and Mozambique

Sérvulo & Associados, Rua Garrett 64, 1200-204 Lisbon

Contact: Pedro Furtado MartinsTel: +351 21 093 30 00 Fax: +351 21 093 30 01/2 Email: [email protected] Web: www.servulo.com Main practice areas: Public, Corporate/M&A, Financial & Governance, Projects, Employment, Tax, Disputes, Competition/European, Planning & Real Estate, IP & IT

Prol y Asociados, Ebro 3, 28002 Madrid

Contact: Francisco G. Prol PérezTel: +34 91 563 06 01 Fax: +34 91 563 00 20Email: [email protected] Web: www.prol-asociados.comMain practice areas: Banking, Financing, Corporate, Capital Markets, Litigation, Arbitration and Employment

Raposo Bernardo, Avenida Fontes Pereira de Melo, Edífi cio Aviz 35, 18º, 1050-118 Lisbon

Contact: Nelson Raposo BernardoTel: +351 21 312 13 30 Fax: +351 21 356 29 08Email: [email protected] Web: www.raposobernardo.comMain practice areas: Full service law fi rm

Salans, Ortega y Gasset 29, 28006 Madrid

Contact: Alejandro AlonsoTel: +34 91 436 33 25 Fax: +34 91 436 33 29 Email: [email protected] Web: www.salans.comMain practice areas: Corporate and M&A, Employment, Retail and Distribution

Roca Junyent, José Abascal 56, 7º, 28003 Madrid

Contact: Jaime Espejo ValdelomarTel: +34 91 781 97 60 Fax: +34 91 781 97 64Email: [email protected] Web: www.rocajunyent.comMain practice areas: Corporate Law, Mergers & Acquisitions, Private Equity, Asian Desk, UK Desk


XXX REPORT

IBERIAN LAWYER

THE 2012 ICC RULES OF ARBITRATION | 8�-�9 October 2012Under the auspices of THE ICC INTERNATIONAL COURT OF ARBITRATION

After the success of the first round of trainings, ICC will be hosting another 2-day session on the 2012 iCC Rules of Arbitration in Paris in October.Learning outcomes

acquire theoretical and practical knowledge of the main changes in the 2012 ICC Rules of Arbitration on important topics such as Emergency Arbitrator; Case Management and Joinder, Multi-party/Multi-contract Arbitration and Consolidationstudy the 2012 ICC Rules of Arbitration in small working groups of about 10 participants applying various provisions to mock casesgaining valuable insights from some of the world’s leading experts in arbitration including persons involved in the drafting of the New ICC Rules of Arbitration

Who should attend?Arbitrators, legal practitioners and in-house counsel who already have knowledge in arbitration and wish to know more about the 2012 ICC Rules of Arbitration.

To register online: www.iccevents.org

For further information:Pia Bihlmaier | Tel: + 33 1 49 53 30 42 | [email protected]

Registration support: Sylvette Abenzoar | Tel. + 33 1 49 53 28 67

For sponsorship opportunities:Luz Rodriguez | Tel +33 (0)1 49 53 28 42 | [email protected]

We would like to thank our media partners



TRANSACTIONS

Iberian Mergers and Acquisitions

Top 10 law fi rms advising on Iberian M&A based on value

In association with

Based on announced deals, including lapsed and withdrawn bids. Based on dominant geography of either target, bidder, or vendor being Iberia. Data correct as of 02-Aug-2012. Includes all deals valued over USD 5m. Where deal value not disclosed, deal has been entered based on turnover of target exceeding USD 10m. Activities excluded from table include property transactions and restructurings where the ultimate shareholders’ interests are not changed.

Based on announced deals, including lapsed and withdrawn bids (with lapsed deals in bold*). Based on dominant geography of either target, bidder or vendor being Iberia. Data correct as of 02-Aug-2012. Activities excluded from table include property transactions and restructurings where the ultimate shareholders’ interests are not changed. This information has been provided by mergermarket Ltd. and any queries should be addressed to [email protected]. For further information about mergermarket please visit www.mergermarket.com or contact Hannah Bagshawe, The Mergermarket Group, Tel +44(0)20 7059 6151 Fax +44(0)20 7059 6101.

Top 10 law fi rms advising on Iberian M&A based on volume

M&A League Tables – 01 January 2012 to 31 July 2012

Rank Law fi rm Value (€m)

Deal Count

1 Campos Ferreira, Sá Carneiro e Asociados 8.289 2

2 Linklaters 6.620 17

3 Uría Menéndez 6.185 13

4 Morais Leitão, Galvão Teles, Soares Da Silva & Associados 4.814 3

5 PLMJ - Sociedade de Advogados 4.272 2

6 Sérvulo Correia & Associados 4.270 2

7 Vieira de Almeida & Associados 4.222 1

8= Bredin Prat 4.067 1

8= Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados 4.067 1

10 Allen & Overy 2.677 3

Rank Law fi rm Value (€m)

Deal Count

1 Garrigues 1.031 18

2 Linklaters 6.620 17

3 Cuatrecasas, Gonçalves Pereira 1.512 17

4 Uría Menéndez 6.185 13

5 Baker & McKenzie 942 8

6 DLA Piper 74 8

7 Freshfi elds Bruckhaus Deringer 1.935 6

8 Clifford Chance 1.393 6

9 Jones Day 957 4

10 Bird & Bird 422 4

Top 10 Iberian M&A – 01 January 2012 to 31 July 2012Announcement

Date Target Company Target/ Seller Legal Adviser Bidder Company Bidder Legal Adviser Seller Company Deal Value (€m)

27-Jun-12 Bankia SA (45.5% Stake)Fondo de

Reestructuración Ordenada Bancaria

4.456

30-Mar-12 Brisa-Auto Estradas de Portugal SA (50.43% Stake) Sérvulo Correia & Associados Tagus Holdings

Allen & Overy; Campos Ferreira, Sá Carneiro e Asociados; Linklaters; Morãis Leitao Galvão Teles Soares Da Silva & Associados (Advising Banco Espirito Santo de Investimento; Banco

Millennium BCP Investimento); Vieira de Almeida & Associados

4.222

30-Mar-12 Cimpor Cimentos de Portugal SGPS SA (66.75% Stake)

Campos Ferreira, Sá Carneiro e Asociados; Cuatrecasas, Gonçalves

Pereira; PLMJ - Sociedade de Advogados

Camargo Correa SABredin Prat; Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados; Uría

Menendez4.067

10-Jun-12 China Unicom (Hong Kong) Limited (4.56% Stake)

Sullivan & Cromwell. Advising seller: Clifford Chance

China United Network Communications Group

Company LimitedFreshfi elds Bruckhaus Deringer Telefónica SA 1.129

26-Jun-12 Banco de Valencia SA (90.89% Stake) Broseta AbogadosFondo de

Reestructuracion Ordenada Bancaria

998

26-Mar-12 Banca Cívica SA Ramón & Cajal CaixaBank SA Uría Menéndez 977

19-Jul-12 Arbora & Ausonia SL (50% Stake) Procter & Gamble Company Jones Day Agrolimen SA 800

28-May-12ACS Actividades de Construcción y Servicios SA (Seven electric power

transmission lines in Brazil)

Advising seller: Santana Ferraz Farias Mannino Espirito Santo

State Grid Corporation of China Baker & McKenzie

ACS Actividades de Construcción y

Servicios SA752

09-Mar-12

Sandy Ridge wind farm (51% Stake); Pocahontas Prairie wind farm (51% Stake); Senate wind farm (51% Stake); and Minonk

wind farm (51% Stake)

Advising seller: Latham & Watkins (Advising JPMorgan); Orrick

Herrington & Sutcliffe

Algonquin Power & Utilities Corp Blake, Cassels & Graydon; Husch Blackwell Gamesa Corporación

Tecnológica SA 675

20-Jan-12 Thames Water Utilities Limited (8.68% Stake) Advising seller: Clifford Chance China Investment

Corporation LinklatersFINPRO SGPS SA;

and Santander Private Equity SGECR

602

insight not hindsightmergermarket is a unique and powerful M&A proprietary intelligence tool used by the world´s leading companies and their advisers

Find out more at www.mergermarket.com


INDEX

Law fi rms and companies in this issueABBC e Associados 30, 48Abdón Pedrajas & Molero 15Abengoa 28, 43Abertis 1128Abreu Advogados 25, 30, 33, 37, 48Acciona 28, 33ACS 33, 55ACS-Dragados 13Affi nitas 29Agfa-Gevaert 20Agrolimen SA 55AICEP Portugal Global 28Algonquin Power & Utilities Corp 55Allen & Overy 5, 11, 18, 25, 55Amadeus 19Amorium Energia BV 36ANA – Aeroportos de Portugal 35Angolan National Agency for Private Investment (ANIP) 33, 37Arbora & Ausonia SA 55Aroaz & Rueda 28, 48Arup North America 13A&S Sampere Abogados 15, 17Ascendi 12Ashurst 18, 19AVM Advogados 29, 36, 48BAA 11Baker & McKenzie 6, 29, 39, 55, 48Balms Abogados 30Banca Cívica 55Banco de Sabadell 33Banco de Valencia 4, 55Banco Espírito Santo 55Banco Financiero y de Ahorros (BFA) 4Banco Itaú 12Banco Millenium BCP Investimento 12, 55Banco Popular Español 33Banif 12, 22Bankia SA 4, 55Bank of International Sett lements 8Bank BIC 36Bank of Portugal (BoP) 22Bank of Spain 4Barclays 12, 18Barrera, Siqueiros y Torres Landa 42, 43Bartolome & Briones 46, 48Basham, Ringe, y Correa 44, 48Bekaert 20BBVA 18, 28, 33, 41, 42BDO Abogados 49Bernardo Cremades y Asociados 15Bioenergy 44Bird & Bird 27, 31, 55Blake, Cassels & Graydon 55BPN 36Brazilian Bar Association (OAB) 6Bredin Prat 55Brisa 35, 55Brookfi eld Infrastructure 11Broseta Abogados 15, 25, 30, 49, 55BT Ignite España 18Caiado Guerreiro & Associados 30, 49Caixa Catalunya 4CaixaBank SA 55Caja Madrid 4Camargo Corrêa SA 55Campos Ferreira, Sá Carneiro & Associados 55Cardigos 8, 12Carey Cia 42Castro Sueiro & Varela 17CC Myers 12

China Investment Corporation 55China Unicom 55China United Network Communica-tions Group Company Limited 55Cimpor 28, 35, 55Cintra 33Cliff ord Chance 17, 18, 19, 27, 30, 32, 34, 55Club Español de Arbitraje 7CMS Albiñana & Suárez de Lezo 15, 17Coca-Cola 18Colt Technology Services 12Competition Commission 11Cortefi el 19Cremades & Calvo-Sotelo 4Cuatrecasas, Gonçalves Pereira 4, 5, 13, 15, 16, 17, 28, 29, 31, 49, 55Davis Polk & Wardwell 4Deloitt e Abogados y Asesores Tributarios 17, 29, 38, 49Deutsche Bahn 13Dias Carneiro Advogados 6, 31DLA Piper 6, 16, 17, 30, 39, 55Dutilh Abogados 17Ecija 15Economist Intelligence Unit 34EdP 28, 35, 41EMEF/CP 13Esquível Advogados 28, 49Estudio Jurídico Rodríguez Mourullo 4European Central Bank 8, 25European Commission 25European Council 9European Parliament 25Eversheds 39Eversheds Nicea 39, 49F. Castelo Branco & Associados 28, 36, 38, 50FCC 13, 33Felsberg e Associados 43Ferrous Resources 15Ferrovial 11, 18, 28FINPRO SGPS 55Flatiron West 13Fondo de Reestructuración Ordenada Bancaria 55Freshfi elds Bruckhaus Deringer 11, 19, 29, 30, 55Galicia Abogados 41, 43Galp Energia 12, 28, 36, 41Gamesa Corporación Tecnológica 55Garayar Asociados 15García-Quílez Abogados 15Garrigues 4, 15, 16, 17, 29, 30, 41, 49, 55Gas Natural 23, 28Global Infrastructure Partners 11GOLD Abogados 29, 50Gómez-Acebo & Pombo 4, 15, 16, 17, 23, 27, 30, 32, 49Grau & Angulo 30, 50Greenberg Traurig 12, 28Harvard Business School 23Hausfeld & Co 13Herbert Smith 5, 10, 11Hoet Peláez Castillo & Duque 42Hoff man La-Roche 13Hogan Lovells 15, 27, 30, 50Hunton & Williams LLP 13, 28, 33, 50Husch Blackwell 55Iberdrola 43ICC International Court of Arbitration 7

Impregilo SpA 13Instituto de Crédito Ofi cial 18Inter-American Development Bank 45Interlex Group 29International Bar Association (IBA) 42International Finance Corporation 45International Monetary Fund 22, 25, 43Irwin Mitchell 29, 51Iuris Valls Abogados 21J. Olleros Abogados 15Jausas 15, 17Jones Day 55JPMorgan 55K&L Gates 45, 51KPMG 15, 17Laboral Cusán Abogados 17Latham & Watkins 55Le Carbone Lorainne 13Lefosse Advogados 6Lener 15LexTIC 15Linklaters 4, 6, 19, 55Lisbon Arbitration Center (LIC) 7Luis Carvalho Neves & Associados 22M & M Bomchil 10, 41Machado Meyer Sendacz & Opice 44MacLeod Dixon 46Marimón Abogados 17, 29, 51Martifer 28Marval, O´Farrell & Mairal 31, 41Matt os Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados 11, 55McGrigors 11Merger Market 55Metro Madrid 13Millennium BCP 36Ministry of Economy and Competitiveness 28Minonk wind farm 55Miranda Alliance 15Miranda Correia Amendoeira & Associados 15, 28, 30Mitsui 44MLA Associates 17Montero Aramburu 15Morais Leitão Galvão Teles Soares Da Silva & Associados - MLGTS 15, 55Morales & Besa 42Morgan Crucible 13Morgan Lewis & Brockius 20National Society of Petroleum of Angola 36Nicea Abogados 39Norton Rose 42, 46Nossaman 13Novacaixagalicia 4NS 13OHL 11, 33Oliva-Ayala Abogados 4Orrick Herrington & Sutcliff ee 55Osborne Clarke 30, 51Pares Advogados 15Participes en Brasil (PeB) 11pbbr 28, 51Pérez-Llorca 31, 51PLMJ - A.M. Pereira, Sáragga Leal, Oliveira Martins, Júdice & Associados 6, 7, 15, 30, 31, 41, 51, 55Pocahontas Prairie wind farm 55Portucel Soporcel 12Portugal Business Association 7Portugal Telecom 12, 28, 41Portuguese Industrail Association (AIP) 7

Posse, Herrera & Ruiz Abogados 42Proctor & Gamble 55Prol & Asociados 30, 52Prospective Commission of the Barcelona Bar Association 21Ramón & Cajal 55Raposo Bernardo 28, 35, 52REN 35Repsol YPF 10, 41Roca Junyent 27, 52Sá Carneiro e Asociados 55Salans 17, 28, 52Sandy Ridge Wnd Farm 55Santana Ferraz Farias Mannino Espirito Santo 55Santander 18, 28, 33, 41, 42Santander Private Equity SGECR 55Schunk 13Securities Market Commission (CMVM) 22Senate wind farm 55Sérvulo & Associados 25, 28, 29, 31, 52, 55SGL 13Shepherd and Wedderburn 11Shimmick Construction 13Sistema de Energia Renovavel 44Siqueira Castro Advogados 6SJM & Associados 22Skanska 13Slaughter and May 11Sonangol 36Souza Cescon Barrieu & Flesch Advogados 43Sovereign Bank 33Spanish Association of Minority Share-holders of Listed Companies (AEMEC) 4Squire Sanders 15, 30, 52State Capital Group 29State Grid Corporation of China 55Sullivan & Cromwell 55Tabaqueira 12Tagus Holdings 55TAP 35Teixeira Duarte 28Telefónica 41, 55Telepizza 19TerraLex 29Thames Water Utilities Limited 55The Reserve Bank of India 39TozziniFreire Advogados 15, 43Traylor and Massman 13Trench, Rossi e Watanabe Advogados 6Trenitalia/RETE Italiana 13Trilegal 39Ubi Lex 17UBS 18Union Fenosa 23Universidad de Valencia 15Uría Menéndez 4, 6, 16, 17, 28, 31, 41, 52, 55Veirano Advogados 43Ventura Garcés & Lopez-Ibor Abogados 15, 17Vestas 23Vestas Mediterranean 23Vialegis Dutilh 17Vieira de Almeida & Associados 6, 12, 28, 35, 41, 52, 55Watson Farley & Williams 15Zhong Lun 32

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