Helping China invest in Africa

Transcription

1 Helping China invest in Africa 2010

2 About CMS Aberdeen Edinburgh Moscow Bristol Amsterdam Arnhem Berlin London Warsaw Utrecht Leipzig Antwerp Duesseldorf Cologne Dresden Brussels Frankfurt Prague Paris Hamburg Stuttgart Strasbourg Munich Vienna Zurich Bratislava Budapest Kyiv Lyon Milan Ljubljana Zagreb Belgrade Sarajevo Bucharest Rome Sofia Madrid Seville Marbella Algiers Casablanca

3 CMS has more than 2,400 lawyers in 53 offices across Western and Central Europe, China, Africa, Brazil and the Middle East. We combine international expertise with a deep local understanding of legal, tax and business issues, and we are dedicated to delivering client-focused services in a costeffective and commercially sensible way. In addition, our long experience working in China, and our experience representing Chinese clients overseas, means that we understand the concerns and perspectives of PRC companies undertaking investments and embarking on commercial activities outside their country. As China continues to develop its vitally important economic partnerships with African countries, it needs trusted advisors who understand both China and Africa. Beijing Shanghai CMS offices São Paulo Buenos Aires Montevideo

4 CMS Africa Group The CMS Africa Group specialises in providing clients operating in Africa or wishing to set up businesses there with a combination of international expertise and local knowledge. We provide efficient and commercially sensible legal advice to clients pursuing projects in the following areas: hydrocarbons, mining, export agricultural products, transformation industries, export processing, manufacturing, telecoms, outsourcing, real estate and tourism projects and large infrastructure projects. Our clients are multinational corporations, exporting enterprises, banks, African businesses, State organisations and multinational institutions. With over 40 years experience in Africa, we have developed expert knowledge and deep insight into local conditions and practices, and have been able to develop close ties with decision-makers in a number of African countries. An additional benefit for our clients is that CMS is highly regarded not just for its legal advice, but its tax advice as well. The Group is comprised of a multi-disciplinary team of lawyers who exclusively or regularly engage in African transactions, who frequently travel to work with clients based there. They are fully proficient in the business and tax laws of African countries and have access to an African business law resource centre built up over many years. Many of these team members are based in London and Paris, which are the main centres for structuring or finance associated with Africa projects. Of course, when additional technical expertise is required, we draw on support from other specialists within CMS. We can also staff our client service teams with Chinese-speaking lawyers where required by our client. A strong network in Africa CMS has offices in Algeria and Morocco. In other countries, over our many years of working on African matters, we have established a broad network of local professionnals across the African continent. Thanks to our long-standing relationships and our deep understanding of African operating conditions, we can provide consistently high levels of service for our clients by ensuring that our network of local firms provide appropriate services under our supervision. Understanding the needs of Chinese companies in Africa Although transactions in Africa are usually subject to local law or one of the commonly used international systems of law, it is nevertheless important that the perspectives of Chinese companies are understood by their international legal advisors. Chinese corporates may be subject to regulations back home which can affect their ability to pursue overseas M&A transactions or to structure their deals in a tax-advantageous manner, and they may also be subject to important restrictions on access to foreign exchange. In addition, they may be required to pay heed to foreign investment policies of central and provincial government bodies in China. It is important that these issues be well understood by the international legal advisors. Although many Chinese companies have now acquired considerable experience in Africa, the continent remains an unfamiliar place for many Chinese companies. With our long experience in Africa and China, we are able to help our Chinese clients bridge this gap. On this point, Chinese clients are just like our other clients we help our Western clients to understand Africa and also advise them on China s business culture. If lawyers understand the cultures of all parties to the transaction, they perform a valuable service to their clients. In many cases it may also be helpful to Chinese parties to know that they can confer with their legal advisors in their own language and this remains true even when as is more and more often the case the Chinese client has excellent English speakers on its team. And of course, English is not spoken throughout Africa. Many African countries use French as their official language. We can also provide our legal services in French, and we have several team members who are fluent in Chinese, French and English. 4 Helping China invest in Africa

5 Our legal practice areas and industry sectors Most of our work in Africa involves expertise in the following core areas: Banking & Finance (including project finance) Commercial Competition Corporate law Dispute Resolution (including litigation, arbitration, mediation and other forms of alternative dispute resolution) Employment, Pensions and Immigration Intellectual Property Real Estate and Construction Regulatory (including environment) Tax Industry sector groups In order to ensure our lawyers become experts in the sectors that matter to our clients, we have established teams of lawyers who focus on specific business or industry sectors. Our main industry sector groups are: Banks Consumer Products Energy Hotels & Leisure Infrastructure & Project Finance Insurance Investment Businesses Lifesciences Private Equity Technology, Media and Telecommunications Current regions of focus The CMS Africa Group has particularly extensive experience in the following countries: North Africa Algeria Libya Morocco Tunisia West Africa Benin Burkina Faso Ghana Guinea Ivory Coast Mali Nigeria Senegal Central Africa Cameroon Chad Congo Equatorial Guinea Gabon East Africa Kenya Madagascar Uganda Southern Africa Angola South Africa Tanzania Zambia Note that we also have experience in Islamic finance, which will be of use in certain African countries. 5

6 Our recent experience We set out below some of our relevant experience: North Africa A German contractor on claims from a British subcontractor for delay and disruption in the construction of a pipeline in Algeria. Resolved after various stages of ICC arbitration. Apache Inc in relation to an upstream oil field in Egypt. An American global contractor in relation to the construction of a gas plant in Egypt. On choice of law, jurisdiction and dispute resolution in relation to an LNG project in Egypt. An oilfield services company on a dispute with a Moroccan oil company before the Commercial Court of Rabat, Morocco. A French global contractor in relation to the construction of the EUR 250 million Port Tanger- Méditerranée in Morocco. An international developer with regard to the construction of a hotel complex at Agadir, Morocco (960 beds). An Asian luxury hotel group in its acquisition of various Moroccan hotels. Advising corporate clients during privatisation procedures of state-owned companies in various sectors, including tourism, liquid gas and civil works in Algeria. Advising operators on contractual and regulatory aspects of developing gas fields in Algeria. Advising successfully a consortium of European contractors in settling a dispute related to the building of transport infrastructure through an ICC arbitration procedure against an Algerian state-owned company and the Algerian state. West Africa The Government of Ivory Coast in relation to concession contracts for the power sector. Rolls Royce in relation to litigation over the construction of a power station in Mali. A global utility corporation in relation to the construction of a water treatment project in Ghana. A Danish contractor in relation to a USD 30 million dispute over the construction of a cement plant in Nigeria, including claims for varied works and delay and disruption. The Nigerian National Council of Privatisation in relation to the development of a legal and regulatory framework for the electricity sector, including drafting primary legislation and market rules. Advising Unilever in the restructuring of its activities in Ivory Coast through the sale of its edible oil business together with its interests in local oil palm plantations, Palmci and PHCI, and at the same time the purchase of a detergent production unit. Advising a large mining company on contractual and regulatory aspects related to an iron ore concession in Guinea. Advising AKFED on the subscription to the share capital of Air Burkina. Advising a French group in the negotiation of a long term loading and hauling of ore and waste contract in relation to a gold mining project in Burkina Faso. Advising Lafarge and an independent cement manufacturer on successful tendering for the privatisation of a large cement plant owned by the governments of Nigeria and Bénin. Central Africa Advising the Ministry of Industry of the Republic of Cameroon and Agence Française de Développement on the privatisation of a microfinance lending project. Advising a French group that is the leader in the agribusiness sector in Central African countries of Cameroon, Chad, Congo and Gabon on the refinancing of its local subsidiary s short term debts into a long term loan granted by three local commercial banks and guaranteed by an International Development Institution. Advising a French group, that is the leader in the sectors of business equipment and vehicle distribution in the West and Central African countries of Ivory Coast, Cameroon, Chad, Congo, and Gabon, on the successful acquisition of an automotive distribution company. Advising ADVANS, a private equity fund dedicated to microfinance in setting up a microfinance institution in Cameroon. Advising a French group on the successful acquisition of a majority shareholding in a flour mill plant in Cameroon. Advising an Africa based group on the successful sale of an interest in six West and Central African Telecom companies in Benin, Burkina Faso, Cameroon, Guinea, Niger and Senegal. 6 Helping China invest in Africa

7 Advising multilateral and bi-lateral international development institutions on setting up an investment fund dedicated to micro-finance, as a Luxembourg Sicar and advising in the setting up of micro finance and small banking institutions in Cameroon, Congo, Ivory Coast, Ghana and Tanzania. Advising an Africa based group on the successful acquisition of a majority interest in the holding company owning majority interests in eleven West and Central African insurance companies. East Africa A sponsor in relation to a hydro-electric scheme and associated transmission line in Ethiopia. The Central Electricity Board of Mauritius in relation to a new coal fired power plant. AES in relation to the construction of a hydroelectric project in Uganda. Italian export credit loans to a number of African companies, including in Nigeria, Zimbabwe, Algeria, Morocco and Kenya. Advising an international group on tendering for the privatisation of the state-owned cotton industry in Madagascar. Infrastructure fund on an investment in a telecoms project in Kenya. Banks and funds supporting a developer on power projects in Kenya, Zambia and South Africa. Southern Africa BP in relation to the construction of a floating production storage and offtake vessel in Angola. BP in relation to the construction of a gas pipeline network in Angola. The Government of Lesotho in relation to the privatisation and restructuring of the Lesotho Electricity Corporation. Commonwealth Development Corporation in a dispute with a major international consultant in Malawi. Advising in relation to intellectual property matters in Malawi (with local counsel). Eskom in relation to the development of a transmission line project between South Africa, Swaziland and Mozambique. The National Electricity Regulator in relation to the development of a regulatory regime for independent power plants in South Africa. In relation to a multi-million pound ICC arbitration concerning a new harbour in Dar es Salaam, Tanzania. AES in relation to a gas-fired power plant in Tanzania. The Government of Tanzania in relation to the development of a legal and regulatory framework for the privatisation of the Tanzanian electricity market. The Concessionaire in relation to the refurbishment and development of Kilimanjaro International Airport in Tanzania. The Government of Zambia in relation to the privatisation of the Zambian electricity market. On the construction of an iron ore sintering plant in Zimbabwe. On the financing of a Zambian copper mining company, including security over various sales contracts. Various banks in relation to the Namibian company, Namco (engaged in offshore diamond mining), including with reference to various loan restructurings and the eventual liquidation of Namco. Contacts: Lead Coordinators China Group We list our Lead Coordinators China Group and CEE offices below, together with contact details. If you want to talk to us in Chinese please contact Dr Ulrike Glück, Andrew Halper, Jonathan Selvadoray, Jerry Yuan or Daniel Xie. Paris Jean-Jacques Lecat, Partner, Head of African Group CMS Bureau Francis Lefebvre T E jean-jacques.lecat@cms-bfl.com Warsaw Ian Batty, Partner, Region Coordinator African Desk CMS Cameron McKenna T E ian.batty@cms-cmck.com London Andrew Halper, Partner, Head of UK China Business Group CMS, China T E andrew.halper@cmslegal.cn Beijing Jerry Yuan, Senior Associate CMS, China T E jerry.yuan@cmslegal.cn Shanghai Dr Ulrike Glück, Senior Partner CMS, China T E ulrike.glueck@cmslegal.cn Jonathan Selvadoray, Partner CMS, China T E jonathan.selvadoray@cmslegal.cn Daniel Xie, Senior Associate CMS, China T E daniel.xie@cmslegal.cn 7

8 Contacts Region co-ordinators Iain Batty T E iain.batty@cms-cmck.com Feyi Fakoya T E feyi.fakoya@cms-cmck.com Jean-Jacques Lecat T E jean-jacques.lecat@cms-bfl.com Algeria CMS Bureau Francis Lefebvre T F Samir Sayah E samir.sayah@cms-bfl.com Austria CMS Reich-Rohrwig Hainz Rechtsanwälte GmbH T F Peter Huber E peter.huber@cms-rrh.com Bulgaria, Czech Republic, Hungary and Poland CMS Cameron McKenna LLP T F Iain Batty E iain.batty@cms-cmck.com China CMS, China T F Dr Ulrike Glück E ulrike.glueck@cmslegal.cn Andrew Halper T E andrew.halper@cmslegal.com Belgium CMS DeBacker T F Carl Dotremont E carl.dotremont@cms-db.com Arnaud Van Oekel E arnaud.vanoekel@cms-db.com France CMS Bureau Francis Lefebvre T F Jean-Jacques Lecat E jean-jacques.lecat@cms-bfl.com Pierre Marly E pierre.marly@cms-bfl.com Bosnia-Herzegovina, Croatia and Slovenia CMS Reich-Rohrwig Hainz T F Peter Huber E peter.huber@cms-rrh.com Germany CMS Hasche Sigle T F Harald Jung E harald.jung@cms-hs.com Jost Kienzle E jost.kienzle@cms-hs.com 8 Helping China invest in Africa

9 Italy CMS Adonnino Ascoli & Cavasola Scamoni T F Pietro Cavasola E pietro.cavasola@cms-aacs.com Giuseppe Ascoli E giuseppe.ascoli@cms-aacs.com Morocco CMS Bureau Francis Lefebvre Maroc T F Wilfried Le Bihan E wilfried.lebihan@cms-bfl.com THE Netherlands CMS Derks Star Busmann T F Jochem de Koning E jochem.dekoning@cms-dsb.com Russia CMS, Russia T F Jean-François Marquaire E jf.marquaire@cmslegal.ru Serbia CMS Reich-Rohrwig Hasche Sigle d.o.o. T F Radivoje Petrikić E radivoje.petrikic@cms-rrhs.com Slovakia Ružička Csekes s.r.o. in association with members of CMS T F Ian Parker E ian.parker@cms-cmck.com Spain CMS Albiñana & Suárez de Lezo, S.L.P T F Carlos Peña E carlos.pena@cms-asl.com Switzerland CMS von Erlach Henrici Ltd. T F Alain Raemy E alain.raemy@cms-veh.com Ukraine CMS Cameron McKenna LLC T F Adam Mycyk E adam.mycyk@cms-cmck.com United Kingdom CMS Cameron McKenna LLP T F Vivek Gambhir Energy E vivek.gambhir@cms-cmck.com Andrew Ivison Banking E andrew.ivison@cms-cmck.com Bob Palmer Energy E bob.palmer@cms-cmck.com Celine Bensoussan Energy E celine.bensoussan@cms-cmck.com Feyi Fakoya Banking E feyi.fakoya@cms-cmck.com 9

10 I like the firm. It has a good reputation and we want to be associated with good strong brands. CMS is very professionally run. Leading African Bank

11 Cities 47 Countries 27 Partners c 773 Lawyers > 2,800

12 CMS Legal Services EEIG (September 2010) CMS Legal Services EEIG is a European Economic Interest Grouping that coordinates an organisation of independent member firms. CMS Legal Services EEIG provides no client services. Such services are solely provided by the member firms in their respective jurisdictions. In certain circumstances, CMS is used as a brand or business name of some or all of the member firms. CMS Legal Services EEIG and its member firms are legally distinct and separate entities. They do not have, and nothing contained herein shall be construed to place these entities in, the relationship of parents, subsidiaries, agents, partners or joint ventures. No member firm has any authority (actual, apparent, implied or otherwise) to bind CMS Legal Services EEIG or any other member firm in any manner whatsoever. CMS member firms are: CMS Adonnino Ascoli & Cavasola Scamoni (Italy); CMS Albiñana & Suárez de Lezo, S.L.P. (Spain); CMS Bureau Francis Lefebvre (France); CMS Cameron McKenna LLP (UK); CMS DeBacker (Belgium); CMS Derks Star Busmann (The Netherlands); CMS von Erlach Henrici Ltd. (Switzerland); CMS Hasche Sigle (Germany) and CMS Reich-Rohrwig Hainz Rechtsanwälte GmbH (Austria). CMS offices and associated offices: Amsterdam, Berlin, Brussels, London, Madrid, Paris, Rome, Vienna, Zurich, Aberdeen, Algiers, Antwerp, Arnhem, Beijing, Belgrade, Bratislava, Bristol, Bucharest, Budapest, Buenos Aires, Casablanca, Cologne, Dresden, Duesseldorf, Edinburgh, Frankfurt, Hamburg, Kyiv, Leipzig, Ljubljana, Lyon, Marbella, Milan, Montevideo, Moscow, Munich, Prague, São Paulo, Sarajevo, Seville, Shanghai, Sofia, Strasbourg, Stuttgart, Utrecht, Warsaw and Zagreb. The members of CMS are in association with The Levant Lawyers (TLL) with offices in Abu Dhabi, Beirut, Dubai and Kuwait City.