banking & corporate finance practice

Transcription

1 banking & corporate finance practice

2 The Firm The lecocqassociate group was established in 2007 by the firm s Managing Partner, Mr. Dominique R. Lecocq, following his extensive international legal experience in finance regulation and structuring. In 2007, Mr. Lecocq first established lecocqassociate Geneva (the Geneva Office ) as a boutique law firm specialising in the niche areas of regulatory banking and corporate finance. Subsequently, in 2010, lecocqassociate Malta was incorporated as a regulatory advisory practice (the Malta Office ), followed by the establishment of lecocqassociate Dubai in 2013 in the Dubai Multi Commodities Centre and then subsequently in 2017 in the Dubai International Financial Centre as a structuring advisory practice (the DIFC Office ). As lecocqassociate continued to grow and develop its business, Ms. Hooriya Qazal Rajput, was appointed as the partner of the DIFC Office in In 2018, lecocqassociate Abu Dhabi was incorporated in Abu Dhabi Global Market as a legal consultancy (the ADGM Office ), (collectively, the Group ). Furthermore, lecocqassociate continues to take on board associates with unique and diverse backgrounds. Today, the Group boasts more than 30 professionals with strong legal and professional backgrounds, who possess the experience, maturity, and requisite skills to satisfy every client s needs with the utmost professionalism and diligence. 1

3 Key Persons Mr. Dominique Lecocq obtained his law degree from the University of Geneva, Faculty of Law in 1999, and gained several years of experience in various countries. He served with the London office of Radcliffe's Solicitors in 1998; in 1999, he worked as a foreign associate with Pinheiro Neto, Advogados in São Paulo, Brazil; and between the years 2000 and 2004, he served as an associate at the Regulatory and Capital Market Practice Group of Pestalozzi law firm in Geneva and Zurich. Dominique subsequently obtained a Masters of Law in Securities and Financial Regulation from Georgetown University in During the same year, he interned with the Commodities Futures Trading Commission in Washington, DC. He later went on to work with the Corporate Finance and Regulatory Practice Group of Schellenberg Wittmer in Geneva until 2007, after which he established lecocqassociate. Dominique Lecocq is a member of the Geneva Bar Association and the Swiss Bar Association. Dominique R Lecocq Ms. Hooriya Qazal Rajput has worked mainly in the areas of commercial, corporate and constitutional law. At lecocqassociate Ms. Hooriya Qazal handles the structuring and incorporation of financial and non-financial institutions in ADGM, DIFC, DMCC and mainland Dubai. Her areas of practice also include drafting of various corporate and commercial documentation and agreements, providing advice on joint ventures, due diligence, defamation as well as compliance and anti-money laundering policies. Ms. Hooriya Qazal is a member of the Sindh Bar Council, the International Bar Association, the American Bar Association and a Committee Member of the International Business Structuring Association. Hooriya Qazal Rajput 2

4 Key Persons Mrs. Krista Vimont was admitted to practice as a lawyer in Queensland, Australia in 2010 and has been recognised by the Geneva Ordre des Avocats as a foreign lawyer since June Krista graduated with a Bachelor of Arts / Bachelor of Laws from the University of Queensland, Australia in She obtained a LLM from the same university in Prior to joining lecocqassociate, Krista worked mainly in the areas of commercial law (both transactional and litigious matters) and intellectual property law, acting for clients in a range of industries, including the retail, resources and food industries. After completing her undergraduate studies, Krista was a Judge s Associate in the District Court of Queensland, Australia. At lecocqassociate, Krista assists clients with respect to corporate banking matters, drafting commercial contract as well as commercial, corporate, data protection and private equity structuring and incorporation. Krista Vimont Mr. Causon is an accomplished multi-disciplinary bank executive and has worked for Mid Med Bank p.l.c. from 1985 to 1999, and for HSBC Bank Malta p.l.c. from 1999 to He started his career at junior level within the branch network, moving into supervisory and later managerial roles in project management and business development within the Credit and Debit Cards Issuing and Acquiring businesses. In 2005 he moved into middle management within the Wealth Management function and later joined HSBC Bank p.l.c. UK on secondment, gaining international exposure and leading the Bank s Global Premier Training Academy. Kevin Causon In 2009 he returned to Malta and project managed key strategic projects and soon after moved cross functionally to lead the Bank s Operational Risk and Internal Control function. His latest career move within the bank before joining lecocqassociate was within the Global Procurement function, leading a team of purchasing, accounts payable and vendor risk management officials. 3

5 Areas of Practice Regulatory Banking and Broker Dealing Banking and brokerage operations in Switzerland, Malta, and the United Arab Emirates (the UAE ) (mainland Dubai and Free Zones like DIFC and ADGM). Formulating applications and approval requests for regulatory licensing of banks, brokerage and asset management firms. (iii) Advising and assisting on the most appropriate and cost-efficient structuring, restructuring and organization of the respective financial institution. (iv) All banking regulatory aspects, including but not limited to; drafting of all required internal directives, best practice circulars, internal controls and risk management, banking secrecy and cross-border transactions and solutions. Collective Investment Schemes and Exchange Traded Funds and Exchange Traded Commodities The incorporation, structuring, restructuring and licensing of Swiss, Maltese, UAE (mainland Dubai and Free Zones like the DIFC and ADGM), Cayman Islands, Luxembourg and United States Collective Investment Schemes, Exchange Traded Funds and Exchange Traded Commodities. Drafting of investment management and investment advisory agreements, reviewing and advising on all service provider agreements, which include but are not limited to prime brokerage agreements, ISDA, OSLA, custodian agreements and administration agreements. (iii) Drafting of fund prospectuses, term sheets and all other related documents. 4

6 White Collar Crime The Geneva and the ADGM offices regularly appear for and advise clients on the following areas of white-collar crime: (iii) (iv) Cross-border white collar crime, including allegations of money laundering, corruption, fraud and related investigations. Tracing and recovery of assets located in UAE, Switzerland, Malta and in other jurisdictions. Addressing governmental requests for mutual assistance in criminal matters. Negotiating and preparing agreements and other directive documents so that its clients comply with anti-money laundering and anti-corruption laws and regulations. Private Equity Structuring project finance and venture capital deals. Corporate acquisitions and real estate acquisitions. (iii) Structuring and operating private equity deals, including within the real estate industry. (iv) Refinancing, management buy-outs and buy-ins, leveraged buy-outs, share and class rights, declaration of dividends, redemption, buyback, transfer of shares and exit policies. 5

7 Mergers & Acquisitions and Capital Markets Structuring and incorporation of acquisition structures and joint-venture vehicles, both domestically and crossborder. Drafting of term sheets, joint-venture agreements, sale and purchase agreements and all other related documentation and contracts. (iii) Conducting due diligence. Regulatory Insurance Insurance operations in Switzerland, Malta, the UAE (mainland Dubai and Free Zones like the DIFC and the ADGM) and the European Union. Licensing of insurance lines and requests for business approval. (iii) Insurance portfolio transfers. (iv) Structuring of life insurance policies including unit-linked policies. (iv) Listing and de-listing of securities and debt instruments. (v) Tied assets and solvency margins. 6

8 Structured Products and Securitization Vehicles Structured products and securitization products, involving a wide variety of asset classes and structures. Setting up of securitization vehicles. (iii) Drafting of all required documents in these respects. Corporate Finance (iii) Equity and debt securities, credit facilities, upstream loans and guarantees. Structuring of financing acquisition and asset transactions. Restructuring of complex domestic and crossborder corporations and insolvencies such as banks, groups and joint-ventures. (iv) Contingency planning, insolvency filing requirements, debt restructuring, distressed financing, distressed acquisitions/sales, formal insolvency proceedings, restructurings and refinancing and distressed debt trading. 7

9 Artificial Intelligence and Technology Law Environmental Law The Geneva and the ADGM offices regularly advise clients on matters of: Internet of things - advice on the technological landscape of its clients and risk assessments. Assistance and advice on the development of mobile and online applications. Natural resources. Green technology. (iii) Chemicals regulations. (iii) Licensing of technology and content. (iv) Environmental liability. (iv) Legal and regulatory compliance in relation to artificial intelligence and technology law. (v) Health, environment and safety regulations and permits. (v) Content acquisition. (vi) Environmental compliance, litigation and defence. (vi) Technology development, protection and enhancement. (vii) Incident responses and investigations. (viii) Website development, hosting, terms and conditions and policies. (ix) Related technology agreements. 8

10 Defamation Law & Reputation Management The Group regularly assists with matters pertaining to defamation, reputation protection and enhancement of prominent individuals and businesses, based in the UAE, Switzerland, Malta or elsewhere, by way of contacting and coordinating with respective database organizations and websites in order to remove, replace and/or update outdated or misleading information about the client. Corporate and Commercial Documentation Drafting Corporate and Family Office Services (iii) (iv) (v) Formation and registration of financial and nonfinancial companies, partnerships and trusts. Regulatory and anti-money laundering compliance services. Registered office services. Nominee services and company secretarial services. General day-to-day administration of companies. The Group regularly advises clients on all types of corporate and commercial contracts, including but not limited to; terms and conditions of business, privacy policies, non-disclosure, non-compete, agency distribution, franchising, outsourcing and fiduciary agreements. (vi) (vii) Maintenance of statutory registers and corporate minute books. Attending to annual and other statutory payments and filings with the relevant companies registries and regulators. 9

11 EMIR The European Market Infrastructure Regulation ( EMIR ) lays down clearing and bilateral risk management requirements for over-the-counter ( OTC ) derivative contracts, reporting requirements for derivative contracts, and uniform requirements for the performance of activities of central counterparties ( CCPs ) and trade repositories ( TRs ). Identifying and determining whether the entity in question is to be considered as a financial counterparty or a non-financial counterparty for the purpose of reporting requirements. Assisting with the reporting obligation and with obtaining a Legal Entity Identifier ( LEI ) which is required in order to submit the necessary reports to the Malta Financial Services Authority. (iii) Ensuring compliance with the obligations imposed by EMIR including any Clearing Obligations. MiFID The incorporation, structuring, restructuring and licensing of entities providing investment services as defined under the MiFID. Drafting of investment services agreements and reviewing and advising on service agreements such as but not limited to risk management agreements; advisory board agreements. (iii) Advising on the marketing of investment services and drafting of internal marketing policies to be adopted by the investment service provider. (iv) Advising on the classification requirement under MiFID and assisting on the drafting of internal policies required under the MiFID. (iv) Reviewing and advising on the necessary and appropriate procedures and arrangements that are to be put in place to measure, monitor and mitigate operational risk and counterparty credit risk. 10

12 Taxation Corporate tax matters, including but not limited to, tax policy, tax management, and corporate reorganizations. Financial, wealth and succession structuring and planning for high net worth individuals and families. (iii) Commercial taxation across a wide range of industries. Employment and Benefit Plans Islamic Finance The Geneva and the ADGM offices regularly advise clients on matters of: Sharia compliant products, transactions and contracts, including but not limited to, life insurance policies (takaful), Islamic trusts (waqf), Islamic bonds (sukuk), salam, murabaha, ijara, and mushakara. Structuring, incorporation and licensing of Sharia compliant collective investments and Sharia compliant products and transactions. (iii) Application requests for Islamic endorsement (fatwa) to relevant Sharia advisory boards. Drafting of Swiss, Maltese, and UAE (mainland Dubai and Free Zones, with a prime focus on the DIFC and the ADGM) employment contracts, severance agreements and secondment agreements. Drafting of employee handbooks, codes of conduct, manuals, incentive and benefit plans, redundancy programs and policies. (iii) Tax aspects of employment. 11

13 Pro Bono The Geneva and the ADGM offices are fully committed to providing pro bono legal services. This pro bono commitment is a key factor to the identity of the firm, and is the reason why the Geneva and ADGM lawyers contribute with their professional time to pro bono matters. lecocqassociate strives to ensure that its work benefits individuals, the public and the environment it serves. The provision of pro bono legal assistance for people who cannot afford legal representation and cannot obtain legal aid, as well as supporting nonprofit organisations which support disadvantaged people, are an essential part of being a lawyer at lecocqassociate Geneva and lecocqassociate ADGM. Once a pro bono case is accepted, lecocqassociate Geneva and lecocqassociate ADGM pursues it with all of the care, energy and attention to detail that it applies to other daily work, and dedicates as much time as necessary to handle the case to the best of its abilities. Community Service lecocqassociate is committed to utilising its success to giving back to the community. In this light, lecocqassociate is involved in establishing an orphanage in Serbia to take care of orphans and internal refugees in the country in an effort to provide them with a safe and comfortable life. The process for setting up the orphanage is currently underway and is expected to be complete in the year 2019; once operational, the orphanage will house children between the ages of five and seventeen, to provide them with the necessary means and support to become thriving adults in the community. In the same spirit, lecocqassociate is also in the process of supporting a child in Lithuania, covering all living and educational expenses from childhood until maturity. lecocqassociate intends to continue providing its support and assistance to children in various other countries as well. 12

14 GENEVA 13

15 Languages spoken Geneva Office (iii) (iv) (v) (vi) English. French. German. Portuguese. Serbian. Russian. In every community, there is work to be done. In every nation, there are wounds to heal. In every heart, there is the power to do it. - Marianne Williamson 14

16 MALTA 15

17 Languages spoken Malta Office English. Maltese. (iii) Italian. (iv) Russian. A pessimist sees the difficulty in every opportunity; an optimist sees the opportunity in every difficulty. - Winston Churchill 16

18 DUBAI 17

19 Languages spoken Dubai Office English. Arabic. (iii) Tagalog. (iv) Urdu. In the field of observation, chance favours only the prepared mind. - Louis Pasteur 18

20 ABU DHABI 19

21 Languages spoken Abu Dhabi Office English. French. (iii) Urdu. Knowledge is power. - Sir Francis Bacon 20

22 Switzerland Malta Dubai Abu Dhabi 42, route de Frontenex CH-1207 Geneva, Switzerland. Swiss Urban Factory The Regulatory Suite 5, Saint Frederick Street Valletta VLT 1470 Malta , Central Park Towers, Dubai International Financial Centre, PO. Box Dubai, U.A.E. 2435, Al Sila Tower, Al Maryah Island, Abu Dhabi Global Market Square (ADGM) PO Box Abu Dhabi, U.A.E. T F T F T F T F E info@lecocqassociate.com E info@lecocqassociate.com E info@lecocqassociate.com E info@lecocqassociate.com 21