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w w w . h e n g e l e r . c o m 5th CIS Local Counsel We All are Local Counsel Dr. Cord-Georg Hasselmann Minsk, 24 June 2010

W w w. h e n g e l e r. c o m 5th CIS Local Counsel Forum We All are Local Counsel Dr. Cord-Georg Hasselmann Minsk, 24 June 2010

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Page 1: W w w. h e n g e l e r. c o m 5th CIS Local Counsel Forum We All are Local Counsel Dr. Cord-Georg Hasselmann Minsk, 24 June 2010

w w w . h e n g e l e r . c o m

5th CIS Local Counsel Forum

We All are Local CounselDr. Cord-Georg Hasselmann

Minsk, 24 June 2010

Page 2: W w w. h e n g e l e r. c o m 5th CIS Local Counsel Forum We All are Local Counsel Dr. Cord-Georg Hasselmann Minsk, 24 June 2010

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We All are Local Counsel

I. Starting Points

• By nature, law is national

• Attorneys are service provider

• Economy does not stop at national boarders

Page 3: W w w. h e n g e l e r. c o m 5th CIS Local Counsel Forum We All are Local Counsel Dr. Cord-Georg Hasselmann Minsk, 24 June 2010

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We All are Local Counsel

II. Consequences

• We have to be best on issues of domestic laws

• We have to provide our clients with the best service on issues of foreign law

• The joint service has to be “seamless”

Page 4: W w w. h e n g e l e r. c o m 5th CIS Local Counsel Forum We All are Local Counsel Dr. Cord-Georg Hasselmann Minsk, 24 June 2010

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We All are Local Counsel

III. From Promiscuousness to Lifetime Marriage - Possible Approaches -

• Fully independent law firm

• Independent law firm will loose relationships with foreign firm / Network

• Best friends

• Alliance

• Transnational / Global Firm

Page 5: W w w. h e n g e l e r. c o m 5th CIS Local Counsel Forum We All are Local Counsel Dr. Cord-Georg Hasselmann Minsk, 24 June 2010

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We All are Local Counsel

IV. Criteria

• Best service to the clients

• Highly motivated attorneys

• Attractiveness for young lawyers

• Satisfactory economic results

Page 6: W w w. h e n g e l e r. c o m 5th CIS Local Counsel Forum We All are Local Counsel Dr. Cord-Georg Hasselmann Minsk, 24 June 2010

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We All are Local Counsel

V. Do All Roads Lead to Rome?

• Not all, but many

• There is no silver bullet

• Time never stops

Page 7: W w w. h e n g e l e r. c o m 5th CIS Local Counsel Forum We All are Local Counsel Dr. Cord-Georg Hasselmann Minsk, 24 June 2010

w w w . h e n g e l e r . c o m

Hengeler Mueller

- The Firm -

Page 8: W w w. h e n g e l e r. c o m 5th CIS Local Counsel Forum We All are Local Counsel Dr. Cord-Georg Hasselmann Minsk, 24 June 2010

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Contents

Firm Profile

9 – 13Integrated Team Concept

14 – 21

Practice Profile

23 – 43Partner Profile

44

Russia Desk

22

Page 9: W w w. h e n g e l e r. c o m 5th CIS Local Counsel Forum We All are Local Counsel Dr. Cord-Georg Hasselmann Minsk, 24 June 2010

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Firm Profile Location Developments Lawyers

Germany

Berlin

38

Office move September 2008

Düsseldorf

82

Office move August 2003

Frankfurt

89

Office move December 2006

Munich

17

Office opening January 2006

United Kingdom

London 8(Hengeler Mueller Lawyers)

Joint office location withBonelli Erede Pappalardo

February 2007

Belgium

Brussels 6(Hengeler Mueller Lawyers)

Joint office location withBonelli Erede PappalardoBredin PratSlaughter and MayUría Menéndez

June 2007

Page 10: W w w. h e n g e l e r. c o m 5th CIS Local Counsel Forum We All are Local Counsel Dr. Cord-Georg Hasselmann Minsk, 24 June 2010

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Firm Profile At a Glance

• Hengeler Mueller: Universally recognised to be one of Europe's pre-eminent law firms

• Dedicated to absolute quality of legal advice and the highest standards of service

• The prerequisite: a true and homogeneous partnership of professionals, entrepreneurial in thinking and handling and international in education, training and practice

• Establishment of Integrated Teams with pre-eminent firms in major jurisdictions on international transactions that are result-oriented, cost-effective and tailor-made for cross-border advice of the highest quality

• Clients: Major German, European and US entities (in recent years)

- 22 of the DAX 30

- 31 of the EuroSTOXX 50

- 14 of the Dow Jones

- leading private equity firms

Page 11: W w w. h e n g e l e r. c o m 5th CIS Local Counsel Forum We All are Local Counsel Dr. Cord-Georg Hasselmann Minsk, 24 June 2010

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Firm Profile Practice Areas

• Mergers & Acquisitions

• Joint Ventures

• Corporate

• Private Equity

• Banking & Finance

• Capital Markets

• Competition

• Restructuring/Insolvency

• Regulatory

• Tax

• Labour

• IP/IT

• Litigation/Arbitration/ADR

Page 12: W w w. h e n g e l e r. c o m 5th CIS Local Counsel Forum We All are Local Counsel Dr. Cord-Georg Hasselmann Minsk, 24 June 2010

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Firm Profile Awards

Banking and Finance Law Firm of the Year 2008

Law Firm of the Year 2007

Insurance Law Firm of the Year 2006

Competition Law Firm of the Year 2005

M&A Law Firm of the Year 2004

Law Firm of the Year (Germany)

2005/2006/2007/2008/2009

Law Firm of the Year (Germany)

2003/2004/2005/2007/2009

Chambers GlobalLaw Firm of the Year (Germany)

2005/2006Chambers Europe

Law Firm of the Year (Germany)2008

Law Firm of the YearProfessional Training and Development 2010 Law Firm of the Year 2010 (Germany)

Page 13: W w w. h e n g e l e r. c o m 5th CIS Local Counsel Forum We All are Local Counsel Dr. Cord-Georg Hasselmann Minsk, 24 June 2010

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Firm Profile Media Coverage

“the most prestigious and exceptional of business law firms in Germany”

“Sources praised its ‘successful model, which has ensured that it attracts the best clients and lawyers’.”

“Client: ‘It is just about the only firm that gives me reason to actually sit down and admire the perfection of its contract drafting.’”

“Clients were also keen to stress that the exceptional service offered by the group represented ‘exceptionally good value for money’.”

“remarkably versatile firm . . . helped to shape most of the techniques commonly used throughout the market . . . expertly guiding each complex deal past any number of obstacles along the path to closing. . . punctuality, precision, great business orientation and sharp analytical skills”

“Quick and solution-oriented, its lawyers always have an eye on the bigger picture and leave you feeling well looked after.”

“Another year, another tier-one placing for HengelerMueller…the firm was again unanimously referred toas a market leader by competitors, who also admirethe firm’s ability to maintain its dominance for somany years.”

“It is difficult to overstate the influence thatHengeler Mueller holds over the German market.Peers are overwhelmingly generous with their praiseof Hengeler, while clients couldn’t be happier withthe firm’s performance.”

“Clients rate Hengeler Mueller very highly, probablythe best in fact…their great strength is their breadthof quality…it’s difficult to find anyone there whodoes not meet your expectations.”

“yardstick for its competitors”

Page 14: W w w. h e n g e l e r. c o m 5th CIS Local Counsel Forum We All are Local Counsel Dr. Cord-Georg Hasselmann Minsk, 24 June 2010

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Integrated Team Concept

Allens Arthur Robinson

Australia

Bonelli Erede Pappalardo – Italy

Bredin Prat – France

Slaughter and May – UK

Uría Menéndez – Spain

Close relationships with further leading law firms in other major European jurisdictions

Uría Menéndez

Buenos Aires

Lima

Mexico City

Santiago de Chile

Cravath Swaine & Moore

Davis Polk & Wardwell

Simpson Thacher & Bartlett

Wachtell Lipton Rosen & Katz

USA

Egorov, Puginsky, Afanasiev & Partners

ALRUD

Russia

Close relationships with further leading law firms in other major jurisdictions in CIS states

Jun He

Beijing

Shanghai

Slaughter and MayDe Brauw Blackstone WestbroekUría Menéndez

Beijing

Slaughter and May

Hong Kong

Amarchand & Mangaldas

India

Page 15: W w w. h e n g e l e r. c o m 5th CIS Local Counsel Forum We All are Local Counsel Dr. Cord-Georg Hasselmann Minsk, 24 June 2010

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• Through the Integrated Team Concept, we provide for first-class legal advice from the various market leaders in each jurisdiction:

- Flexible, efficient advice focused on both client and transaction

- Hengeler Mueller is responsible for project management and co-ordination of work of team members

- Institutionalised teamwork: common practice groups, secondments, training programmes, client workshops and IT networks

- Joint legal advice in complementary practice areas such as competition or tax

- Billing in co-ordination with client (collectively or individually by law firm)

Integrated Team Concept Profile

Page 16: W w w. h e n g e l e r. c o m 5th CIS Local Counsel Forum We All are Local Counsel Dr. Cord-Georg Hasselmann Minsk, 24 June 2010

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Integrated Team Concept Profile

• Select transactions (co-ordination by Hengeler Mueller across numerous jurisdictions):

- Bayer AG on restructuring of diagnostics business unit as separate entity and world-wide sale to Siemens

- Eaton Corporation on acquisition of Moeller Group from Doughty Hanson

- Linde AG on restructuring of Material Handling unit as separate entity and subsequent sale

- Siemens AG on sale of Siemens VDO Automotive to Continental

- Teleperformance SA on acquisition of twenty4help from United Internet

- Eurazeo SA on acquisition of Europcar

- Funds advised by JC Flowers and Grove on public offer for Hypo Real Estate

Page 17: W w w. h e n g e l e r. c o m 5th CIS Local Counsel Forum We All are Local Counsel Dr. Cord-Georg Hasselmann Minsk, 24 June 2010

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Integrated Team Concept

Announced Transactions in Europe 2009

0

20.000

40.000

60.000

80.000

100.000

120.000

140.000

160.000

M&

A T

ran

sact

ion

Va

lue

20

09

0

50

100

150

200

250

Nu

mb

er o

f De

als

Rank Law Firm Value (€m)1 No. of Deals

1 Hengeler Mueller & Best Friends2 144,113.1 195

1 Freshfields Bruckhaus Deringer 136,162.6 163

3 Linklaters 96,745.9 149

4 Clifford Chance 58,001.6 103

5 Allen & Overy 47,204.8 145

1 Source/Aggregation of figures: Thomson Reuters

2 Hengeler Mueller & Best Friends in Europe:Bonelli Erede PappalardoBredin PratSlaughter and MayUría Menéndez

Lin

klat

ers

Cli

ffo

rd C

han

ce

All

en &

Ove

ry

Hen

gel

er M

uel

ler

& B

est

Fri

end

s

Fre

shfi

eld

s B

ruck

hau

s D

erin

ger

Page 18: W w w. h e n g e l e r. c o m 5th CIS Local Counsel Forum We All are Local Counsel Dr. Cord-Georg Hasselmann Minsk, 24 June 2010

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Integrated Team Concept

Announced Transactions in Europe 2005 – 2009

0

400.000

800.000

1.200.000

1.600.000

M&

A T

ran

sact

ion

Va

lue

20

05

– 2

00

9

0

200

400

600

800

1.000

1.200

1.400

1.600

Nu

mb

er o

f De

als

Rank Law Firm Value (€m)1 No. of Deals

1 Hengeler Mueller & Best Friends2 1,209,505.3 1,380

1 Freshfields Bruckhaus Deringer 1,057,901.3 1,281

3 Linklaters 1,040,901.3 1,349

4 Clifford Chance 846,514.7 1,444

5 Allen & Overy 840,016.6 1,272

1 Source/Aggregation of figures: Thomson Reuters

2 Hengeler Mueller & Best Friends in Europe:Bonelli Erede PappalardoBredin PratSlaughter and MayUría Menéndez

Fre

shfi

eld

s B

ruck

hau

s D

erin

ger

Cli

ffo

rd C

han

ce

All

en &

Ove

ry

Hen

gel

er M

uel

ler

& B

est

Fri

end

s

Lin

klat

ers

Page 19: W w w. h e n g e l e r. c o m 5th CIS Local Counsel Forum We All are Local Counsel Dr. Cord-Georg Hasselmann Minsk, 24 June 2010

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Integrated Team ConceptSelect Transactions (Europe)

Acquisition of industrial compressor business from

ABACSale of diagnostics business

to SiemensTakeover by Linde

Acquisition Europcar from VW and APCOAfrom Investcorp

Takeover of Pergo Acquisition ofPartners in Lighting from

CVC Capital Partners

Acquisition of Moeller Group from Doughty Hanson

HEINZELMANN

Acquisition of operational business of Plus in Poland

and Portugal

Takeover of AWD

Acquisition of stake in MLP

Acquisition of consumer credit business from Royal

Bank of ScotlandAcquisition of ABX Logistics

Worldwide from 3i

Sale of several activities incl. GE Money Bank to

Santander in exchange for activities of Santander

Proposed merger GfK AG / Taylor Nelson

Sofres plc

Acquisition of twenty4help from United Internet

Acquisition of Danisco Sugar A/S and sale of German

production site toRoyal Cosun

Acquisition ofPharmaplan

Public exchange offerBB MEDTECH AG

Sale of BMGto Vivendi

Acquisition of 75% stakein GEERS Group

Carve-out and sale of Siemens VDO Automotive to

Continental

(u.a.)

Restructuring of Material Handling unit as separate

entity and subsequent sale

Page 20: W w w. h e n g e l e r. c o m 5th CIS Local Counsel Forum We All are Local Counsel Dr. Cord-Georg Hasselmann Minsk, 24 June 2010

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Integrated Team ConceptSelect Transactions (US)

Foreign Currency Bond

Takeover offer for Scania

Takeover by Bayer

Acquisition of business unit Microelectronic Inspection

Equipment from Vistec Semiconductor GmbH

Acquisition ofLWB Refractories from

Rhone Capital

Joint venture with EQT incl. takeover of Sola International Ltd.

Carl

Advice on US Casualty Portfolio (incl. sale of

renewal rights to Berkshire Hathaway)

Takeover of webMethods IPO

Public share buy-back offer to all shareholders both in

Germany and US

Capital increase incl. rights offering and private

placement

Acquisition of stake inHypo Real Estate

by public(part) offer

IPO

Combined placement of new shares through

subscription rights capital increase and private

placement of old shares

Capital Increase / Hybrid Bond Linde

Proposed takeoverof Endesa

Acquisition of stakein Tarkett

Sale ofDynamit Nobel

to KKR

IPO

Sale of Klöckner Pentaplast to Blackstone

Financing of takeover of Millipore by Merck

Page 21: W w w. h e n g e l e r. c o m 5th CIS Local Counsel Forum We All are Local Counsel Dr. Cord-Georg Hasselmann Minsk, 24 June 2010

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Integrated Team Concept Media Coverage

“Its integrated team approach with other leading independent and international law firms ‘works splendidly’.”

“benchmark for quality”

“professional and technically outstanding work”

“always pleasant to work with and don’t overstaff”

“a key destination for clients involved in large-scale international deals”

“Peers regard Hengeler Mueller not only as a heavy-weight domestically,but also as a potent force in the global market

through its integrated team approach with other leading international firms.”

“Being a part of a ‘best friends’ network affords it an international capabilitythat complements its tight grip on the German market…

Satisfied clients highlight the team’s understanding of international standardsas one of the greatest advantages of working with it, and underscore

‘the fantastic calibre of the personnel available at all levels – from senior partners to junior associates’.”

Page 22: W w w. h e n g e l e r. c o m 5th CIS Local Counsel Forum We All are Local Counsel Dr. Cord-Georg Hasselmann Minsk, 24 June 2010

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Russia Desk

CIV Insurance

• Distribution cooperation with Citibank, inter alia, in Russia

JCDecaux S.A.

• Sale of VVR Decaux GmbH and Zacharias GmbH to Wall AG as well as acquisitions of Wall‘s subsidiaries in the Netherlands and Russia

Software AG

• Takeover of IDS Scheer(Merger control in Germany and Russia)

UC Rusal

• Restructuring; Integrated Team, inter alia, with Egorov Puginsky Afanasiev

Hengeler Mueller is expanding its international expertise in the Eastern European market. Hengeler Mueller’s Russia Desk regularly provides advice to German and foreign clients on their projects in Russia as well as to major Russian companies on their activities in Germany and other European countries. In doing so, the Russia Desk cooperates with leading Russian law firms which possess international credentials.

Hengeler Mueller has advised as lead counsel the JCDecaux Group on its acquisition project News Outdoor (Murdoch Group) and, in this context, co-ordinated a team of more than 15 law firms in various jurisdictions, most notably Russia and the CIS States. Furthermore, Hengeler Mueller provides ongoing advice to the Russian corporate group Basic Element and its subsidiaries, such as UC Rusal, as well as to other Russian companies, such as EuroChem, which are expanding internationally.

Hengeler Mueller also works with pre-eminent law firms - market leaders in their jurisdictions - in Armenia, Azerbaijan, Belarus, Kazakhstan, Kyrgyzstan, Moldova and Ukraine, and it would be a pleasure for Hengeler Mueller to co-ordinate advice to you in these countries.

Russia

Page 23: W w w. h e n g e l e r. c o m 5th CIS Local Counsel Forum We All are Local Counsel Dr. Cord-Georg Hasselmann Minsk, 24 June 2010

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Corporate Profile

• Focus of Corporate Advice

- Reorganisation of corporate structures (domination agreements, squeeze-outs, mergers, demergers, spin-offs, delistings, transformations)

- Integration measures post-takeover/merger (esp. legal issues of intra-group companies)

- Preparation of reports to be submitted by board to shareholders; counsel to board relative to rights and duties during transaction planning

- Preparation and assistance of shareholders meetings, incl. coaching of chairman and back-office

- Preparation and assistance of clearance proceedings and actions of liabilities

- Counsel on squeeze-outs, appraisal proceedings

- Service agreements with board members

- Corporate litigation, restructuring

• Corporate Governance

- Counsel to management board

- Counsel to supervisory board

- Counsel on

Compliance structures

Management board remuneration

Employment contracts

Employee participation programmes

Page 24: W w w. h e n g e l e r. c o m 5th CIS Local Counsel Forum We All are Local Counsel Dr. Cord-Georg Hasselmann Minsk, 24 June 2010

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Corporate Select Recent Structuring Matters

Several squeeze-outs

Integration of Winterthur activities into German AXA Group

Merger DBV-Winterthur Krankenversicherung/AXA

Krankenversicherung

Bottlers

Merger with Coca-Cola Erfrischungsgetränke AG by transfer of

18 individual companies

Corporate overhaul of Bayer by demerger of entire operative business

Spin-off of Bayer‘s chemical business onto LANXESS and subsequent stock-

market listing

Integration of Bayer Schering Pharma into Bayer Group

Integration of client service center Spezial (KNLS) into Vivento Customer Service GmbH to prepare for sale of

call center sites

Merger of Reebok Deutschland GmbH and ASL - American Sports and Leisure GmbH into adidas AG

Merger of Dresdner Bank AG into Commerzbank AG

Squeeze-out Eurohypo AG

Control agreement between Eurohypo and Commerzbank Inlandsbanken

Holding GmbH

One of the largest squeeze-outs in recent years

Page 25: W w w. h e n g e l e r. c o m 5th CIS Local Counsel Forum We All are Local Counsel Dr. Cord-Georg Hasselmann Minsk, 24 June 2010

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Corporate Corporate Litigation

• Hengeler Mueller advises on corporate litigation and disputes, inter alia, companies such as:

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Corporate Corporate RestructuringSelect Clients

• In the difficult economic climate, our Corporate Team has been working closely with our finance team on a large number of refinancing and restructuring matters, advising companies, shareholders or lenders on issues related to the following (among others):

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M&A Profile

• Advice on all aspects of national and multi-national mergers, acquisitions and joint ventures as well as takeovers of listed companies, auctions, financed acquisitions

• Special advisory teams in place for private equity; partners with broad expertise extending beyond classic M&A, incl. financing, co-investment arrangements, management incentive programmes, restructurings, going private and all exit options

• More than half of Hengeler Mueller lawyers work in this practice area

• M&A 2009 - Germany

- Hengeler Mueller was involved in half of all major transactions (> 500 Mio. €)in Germany

• M&A 2009 - Europe

- Hengeler Mueller ranked (12th) as the top independent (non-merged) law firm

• Specialists advising on competition, restructuring/insolvency, regulatory, tax, labour, IP/IT, real estate as well as litigation/arbitration/ADR

Page 28: W w w. h e n g e l e r. c o m 5th CIS Local Counsel Forum We All are Local Counsel Dr. Cord-Georg Hasselmann Minsk, 24 June 2010

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Private M&A Select Matters

Sale of Siemens VDOAutomotive to Continental

Sale of Adler Modemärkteto BluO

Sale of Hapag-Lloyd toHamburg consortium

Acquisition of Condor Insurance Group from Oetker

Sale of Thüga to Integra/KOM9 Sale of DSL business toUnited Internet

Acquisition of Extra High-Voltage Transmission Network from E.ON

Acquisition of 75% shareholding in GEERS Group

Page 29: W w w. h e n g e l e r. c o m 5th CIS Local Counsel Forum We All are Local Counsel Dr. Cord-Georg Hasselmann Minsk, 24 June 2010

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Public M&A Select Matters

Takeover of AWD

Acquisition of qualifiedminority stake in MLP

Takeover of ersol Solar Energy AG

Public offer to all shareholdersof ALTANA AG

Public offer to all shareholders of STRABAG AG

Takeover of IDS Scheer

Acquisition of shareholding in Deutsche Postbank

Acquisition of 49.9% stake in Dr. Ing. h.c.F. Porsche AG by Volkswagen by way of capital increase and put/call

agreement for remaining 50.1% stake in Dr. Ing. h.c.F. Porsche AG with

Volkswagen

Acquisition of Essent

Page 30: W w w. h e n g e l e r. c o m 5th CIS Local Counsel Forum We All are Local Counsel Dr. Cord-Georg Hasselmann Minsk, 24 June 2010

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Private Equity Select Matters

Sale of Gardena to Husqvarna

Sale by Arcandor of 49% stake in "Highstreet" joint venture (controlled by Whitehall) to

consortium led by RREEF and Pirelli RE

Acquisition of GBH incl. public takeover offer

Counsel on several real estate transactions together with

Eurocastle

Acquisition of Springer Science + Business Media from Candover and Cinven

Acquisition Europcar from VW and APCOA from Investcorp

Acquisition of bol.com from Georg von Holtzbrinck group and Weltbild publishing house

Acquisition and subs. sale of Hansen Transmissions to AE Rotor Suzlon Energy Limited

Sale of CBR to EQT

Acquisition of Jost

Acquisition of stake in Tarkett Acquisition and subsequent sale of Rodenstock

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Banking & Finance – Capital Markets

Profile

• Banking, Finance, Capital Markets incl. Bank Regulatory:

- Traditional focus of Frankfurt office

- approx. 15 partners in the Banking group

• Recognised innovative leader in the market (new financial products, securitisation)

• Structuring and advice to German and non-German banks, international financing syndicates and corporates, debt issuance programmes, asset-backed securities and financial derivatives, IPOs, equity block trades, equity-linked products

• Broad experience relative to “dual track” proceedings(Siemens VDO, KION, Symrise, Demag)

• Legal services also cover acquisition and project financing, investment funds as well as regulatory law for banks, exchanges, securities and insurance companies

• Regulatory practice relative to banking, securities, exchange and insurance law matters, asset management and investment funds

• Numerous regulatory application procedures with BaFin for new or existing banking licenses of non-German including non-European banks or branches of foreign banks

• Leading German securitisation practice for all asset classes

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Banking & Finance Banking/Financing Highlights

Financing of acquisition of majority shareholding of Merck in Serono

Reorganisation loan, syndicated cash and letter of credit facilities for Conergy

Counsel on trustee structure as well as on € 1.5 billion loan

Transfer by General Motors of 65% shareholding in Adam Opel GmbH to

trust company in conjunction with € 1.5 bn bridge financing by KfW et al.

Retransfer of shareholding and repayment of bridge financing

Counsel on € 50 bn rescue package for Hypo Real Estate

Financing of takeover of Business Objects by SAP

Daimler AG: € 3 bn multi-currency revolving credit facility

Financing of acquisition of shopping centre portfolio from Multi Corporation

in Germany, Spain and Portugal as well as of a development portfolio (5 assets)

in Germany

Financing of takeoverof Millipore by Merck

Issuance of € 3.2 bn bearer bonds(in three tranches) for financing of

acquisition of Millipore

Financing of acquisition of 75% shareholding in GEERS Group

Extension and adjustment of existing bank facilities

Combined import/export facility including cash and L/C facilities and

receivable purchase facilities for German, US and Canadian borrowers

Additional advice relative to restructuring of borrower (hive-down)

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Banking & Finance Loans

• Counsel to companies and arrangers on several loans/financings related to the following entities:

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Capital Markets IPOs

• Counsel to issuer or bank(s) on IPOs relative to the following entities:

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Capital Markets Capital Increases

• Counsel to issuer or bank(s) on capital increases to the following entities:

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Advice within framework ofBayernLB bond

Xetra® Gold Bond

Benchmark Bond

First issuance of state-guaranteed

bond under German Financial Market

Stabilisation Act (“FMStG”)

Capital Markets Debt Capital MarketsSelect Highlights

Overnight Bond

Inflation-Linked Bond

Foreign Currency Bond

€ 50 bn rescue package for

Hypo Real Estate

Counsel on complex structuring and

documentation of both bonds

Largest bank bond ever in Germany

Recapitalisation of Hapag-Lloyd AGIssuance of three Eurobondswith total volume of € 2.5 bn

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Competition Profile / Select Matters

• Competition, antitrust and merger control advice at three locations: Düsseldorf/Frankfurt/Brussels• 7 partners in Competition Team• Involved in numerous stand-alone competition matters across all industrial and commercial sectors• Merger control advice on major M&A transactions• Co-ordination of merger control proceedings with German Federal Cartel Office, European Commission

and foreign cartel authorities worldwide (multi-jurisdictional filings)• Advice on administrative fines and general competition-related proceedings• Counsel on sectoral investigations of European Commission• State aid proceedings before European Commission and courts• Unfair Competition / Regulatory counsel for energy, pharmaceutical and telecommunications matters• Enforcement of claims in litigation proceedings

Acquisition by Google

(EC Merger Control)

German FootballFederation

Representation against German Federal Cartel Office relative to joint

marketing, inter alia DFB Cup Competition

Representation in administrative fine proceedings of GFCO relative to

sponsoring

Representation in state aid proceedings of EC Commission relative to public rescue aid and contribution in favour of Austrian Airlines and sale to

Lufthansa

Acquisition of control of Sal. Oppenheim jr. & Cie. S.C.A.

(EC-Merger Controll)

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Restructuring/Insolvency Profile / Select Matters

• Hengeler Mueller combines expertise in insolvency, banking and finance, corporate, regulatory, tax and M&A law.

• This enables the firm to provide advice with a multidisciplinary team of lawyers tailored to the individual situation.

• The teams provide capabilities that are required to deal with most complex restructuring, distressed asset, distressed debt and insolvency-related matters as well as other special situations.

Financial restructuring of Treofan

Acquisition of near-majority shareholding in Treofan by

Management & Capitali through debt-equity-swap

Financial restructuring of Novem GroupFinancial restructuring Recapitalisation of Hapag Lloyd AG

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Regulatory Profile / Select Matters

• Representation of industrial enterprises and investors in major location and plant investments as well as regulatory and operational compliance issues relative to German and European law

• Advice on numerous clean-up undertakings of historic environmental contamination sites• Strategic advice in transactions with high environmental and compliance risks• Organisation and implementation of extensive due diligence procedures• State aid advice• Counsel to the Federal Government, governments of the federal states, large municipalities and utilities as well

as to private investors on numerous privatisations and PPP• Advice on German and European public procurement law

Representation as third party in German Federal Cartel Office

proceedings against monopolisation of lottery market through lottery

companies within German Lotto and Toto Block

Counsel relative to legislative/regulative proceedings on German Financial

Market Stabilisation Act/Regulation

Federal Interior Ministry

Counsel relative to German Financial Market Stabilisation Amendment Act, in

particular Rescue Act

Sale of LBB's stake (25% of total share capital) in ILB to State of Brandenburg

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Tax Profile / Select Matters

• Team of experts providing advice in high-end representations (4 Partners)

• Tax-related advice in M&A/Corporate, Capital Markets in addition to Banking and Finance

• Stand-alone product-related tax advice within framework of securitisations, investment funds, hybrid financing structures, and stock options

• High percentage of international representations

Development and implementation of investment product termed

"Tagesanleihe" (Overnight Bond)

Acquisition of shareholding in Deutsche Postbank and issuance of bonds

mandatorily exchangeable into 60m Postbank shares as well as put and call

options and right of first refusal

Issuance of three Eurobonds with total volume of € 2.5 bn

Sale of Thüga to Integra/KOM9

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Labour Profile / Select Matters

• Advice to German and international industrial and commercial enterprises, insurance industry, banks and investment banks

• Collective and individual labour law• Support advice on labour-related issues within M&A/Corporate, Capital Markets as well as Banking

and Finance• Corporate restructuring projects• Labour-related privatisation advice• Negotiation of works agreements and social plans, reorganisations and rationalisation measures• Labour-related litigation

First decision of German Federal Labour Court on share options

Sale of five call center sites ofVivento Customer Service GmbH to

D+S europe AG

Counsel on all outsourcing projects related to Vivento

Acquisition of Jost from Silverfleet

Sale of Bombardier Transportation (Power Converter Solutions) to

PCS Power Converter Solutions Verwaltung AG

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IP/IT Profile / Select Matters

• Patent Law

- Patent infringement proceedings

- Contract development

• Trademark Law

- Trademark litigation

- Anti-counterfeiting

- Licensing

- Trademark strategic advice

• Copyright, publishing and media law

• Information technology, copyright and software

• IP-related transactions

Proceedings against German Savings Bank Association on right to use

trademark “Sparkasse” (savings bank)

Acquisition of debitel Group (comprising debitel AG, TALKLINE

GmbH and _dug telecom ag)

Sale of KION toKKR and GS Capital Partners

Restructuring of Material Handling unit as separate entity

Consolidation of this unit and trademarks Linde, STILL and OM into

KION Group GmbH

Sale of respective shareholdings in Arcor to Vodafone

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Litigation/Arbitration/ADR Profile / Select Matters

• Long-standing expertise in the representation of clients in the industrial, banking and insurance sectors in national and international courts and arbitration proceedings

• Focus on complex corporate and commercial disputes, often involving cross-border aspects, and on major cases in specific areas, such as competition, labour or IP/IT

• Partners of the firm often act as arbitrators

Julius Bär vs. more than 200 Investors in Julius Bär Creativ-Investment Funds

Action of voidance against authorisation to issue convertible bonds

and qualified capital before Regional Court Essen, Higher Regional Court

Hamm and German Federal Supreme Court

Deutsche Bank/Kirch et al. Arbitration proceedings TollCollect

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Partner Profile Dr. Cord-Georg Hasselmann

Dr. Cord-Georg Hasselmann

Born 1956 in Hamburg

Admitted to bar 1987

Notary

Hengeler Mueller since 1987

Partner since 1991

Office: Berlin

Telephone: +49 30 20374-155

Email: [email protected]

Education: Universities of Munich and Hamburg (Dr. jur.)

Georgetown University, Washington, D.C. (LL.M.)

Practice Areas: Mergers & Acquisitions

Corporate, Restructuring

Privatisations / Public Private PartnershipsPublic Procurement Central and Eastern Europe