Telecoms Infrastructure Sharing: The Asset Purchase Agreement
|
|
- Margery McLaughlin
- 5 years ago
- Views:
Transcription
1 Telecoms Infrastructure Sharing: The Asset Purchase Agreement This article follows on from Telecoms infrastructure sharing: structures and [Telecoms infrastructure sharing: The Tower Use Agreement], and provides some commentary on the drafting and negotiation of Asset Purchase Agreements as part of the managed model for mobile passive infrastructure sharing by telecoms operators. Christian Taylor, Partner, and Sophie Coignat, Managing Associate, Simmons & Simmons LLP Introduction In a managed model for passive infrastructure sharing, the operator transfers the ownership of its passive infrastructure assets to a telecom tower operator (the TowerCo ) which then operates the passive infrastructure and leases it back to the operator. This article focuses on the agreement pursuant to which the passive infrastructure is sold to the TowerCo by the operator. Passive infrastructure assets obviously include the tower facilities (transmission towers, rooftop structures, etc.), machinery and equipment (such as generators), i.e. the tangible assets comprising a tower. The transfer of these tangible assets usually does not raise any legal issues. The operation of passive infrastructure however also involves having title and access to, as well as the right to operate on, the sites on which the towers are located. This is where the main issues arise on the sale component of a sale and leaseback transaction. Before going into discussions with any TowerCo, a thorough due diligence needs to be undertaken by the operator regarding its rights over each of the sites. Does the operator have valid title to the sites? Does it hold all necessary permits relating to the sites? Can the operator show evidence of the same? These are some of the main legal questions that the TowerCo will check in its own due diligence. Vimpelcom has for instance reportedly chosen to delay the transfer of its telecom infrastructure assets in Russia due to issues relating to title to the sites. In addition to the above, the TowerCo will also need to check applicable statutory rights to access the sites where the towers are located, as well as environmental, health and safety requirements. In any tower transaction, engagement of local legal advice (in addition to legal advice from international counsel regarding transaction management and the contractual documentation) is key. Each party also needs to carry out a thorough analysis of the regulatory regime in place in the country where a tower transaction is contemplated. How is infrastructure sharing dealt with locally? Will the TowerCo need to obtain a licence to operate? Should intensive discussions with the local regulators be factored into the deal? All of the above questions are key to the drafting and negotiation of the Asset Purchase Agreement.
2 Structuring When such a sale and leaseback transaction begins, the passive infrastructure assets are rarely held by a dedicated company within the operator s group. They are usually directly owned by the operator or scattered amongst several entities within the group. One of the first structuring questions, from a legal point of view, will be whether the transaction will take the form of a direct asset sale to the TowerCo or rather a contribution of the assets to a newly-incorporated company the shares in which are then transferred to a telecom tower operator. The answer will mostly depend on the tax regime applicable to the transaction in a given country. To date, it would appear that the majority of tower deals are structured as asset sales rather than share deals. However, legal issues remain the same in either structure and the key features detailed below can be found regardless of whether the assets are sold directly or through a newly-incorporated company. We have therefore used Asset Purchase Agreement in this article to cover all transfer agreements. As mentioned above, a major part of the transfer of passive infrastructure relates to the transfer to the TowerCo of the right to operate the infrastructure on the land on which the towers are located. In most cases, the operator initially erects its tower on a plot pursuant to a lease agreement with the owner of the relevant land or building. In such a case, the underlying lease agreement will have to be transferred to the TowerCo as part of the transaction. In some instances, depending on the country in which the transaction takes place, the operator may also directly own the land on which the towers are located. In this case, one of the structuring questions will be to determine whether the operator transfers the land as part of the passive infrastructure or puts in place lease agreements with the TowerCo so as to allow the latter to use space on the relevant land. An important analysis must also be carried out by the operator to determine what is to be transferred as passive infrastructure, in particular in terms of equipment. Definitions in the Asset Purchase Agreement will need to be carefully drafted and reviewed in this respect. Key features of Asset Purchase Agreements In many instances, the Asset Purchase Agreement will include provisions that are typical of any other asset deal. Tower transactions do however also involve specific features which flow through into the Asset Purchase Agreement and are detailed below. Who are the parties? As in any asset deal, some work has to be done by the operator internally to determine where the passive infrastructure assets and contracts are located within its group. If located within several entities, the Asset Purchase Agreement will be impacted, either because several entities will need to be included as sellers or because one entity within the operator s group will need to procure on behalf of all of the relevant operator entities that the assets will be transferred to the TowerCo on completion. On the buyer s side, the question will rather be a local regulatory one. Independently from any practical or strategic considerations, local regulations may impose that a local entity be set up and prohibit any direct acquisition by a foreign buyer. Local law may also require that telecoms companies be wholly or partially owned by a national, such as in Indonesia or Kenya. Other countries may limit the ability for a foreign entity to own land on which towers are operated. The setting-up of the local subsidiary of the telecom tower operator should therefore occur before signing the Asset Purchase Agreement, and in any case prior to completion. In the event that the buyer is a newly incorporated entity, a guarantee from another viable entity within the TowerCo s group may need to be negotiated between the parties. 2
3 Conditions precedent Conditions precedent affecting the transfer of each site One of the most important issues for the TowerCo when taking over the real estate rights of the operator is to ensure that the lease agreements in place allow the TowerCo to carry on the business of operating the passive infrastructure and to offer space on the towers to a number of operators. It is therefore essential for the TowerCo that the lease agreements allows the TowerCo not only to lease space to the operators but also allows the co-location between multiple operators on any given site. In many instances, the lease agreements in place lack such provisions, in particular in certain African countries where provisions are limited to the bare minimum. The TowerCo will therefore request that amendments to the leases be a condition precedent to the transfer of the site in question. The TowerCo will also have checked as part of its due diligence that the landlords do not have the right to terminate or renegotiate the lease at any stage of the operation of the towers by the TowerCo. If this is the case, the TowerCo will likely insist on another amendment in this respect. On a related note, the term of the leases is also very important for the TowerCo as it needs to know, for the valuation of the sites, the period during which it is certain to have the right to operate the sites. Consequently, the TowerCo will also frequently ask as a condition precedent that leases below a defined minimum remaining term be renewed. Once the necessary amendments and renewals have been obtained, another condition precedent applicable to each of the site will be to obtain the consent of the relevant landlord for the transfer of the lease to the TowerCo. This can be a cumbersome process, as typically many hundreds of consents will be required as the operator will be selling multiple towers with many difficult landlords. Where the owner of the land is the State or where a tower is located on public land, a specific statutory procedure may need to be followed depending on applicable law. Issues may also arise in countries where land is owned by communities or groups of people (such as tribal land in parts of Africa), in particular in terms of existing documentation and proof of title. Both parties usually work together to contact the relevant landlords and obtain from them the necessary amendments, renewals and consents. Applicable law may require a building permit to be obtained prior to the erection of a tower. In such a case, the consent of the relevant administrative authority may also need to be obtained prior to transferring the sites to the TowerCo. Depending on the location of the sites, other permits, such as permits from the civil aviation authority or environmental permits, may also be necessary for the operation of the site and therefore have to be transferred to TowerCo. The transfer of these permits may be included as conditions precedent to the transfer of these sites, although the operator would typically resist this. These permits may also be missing for some of the sites to be transferred. The TowerCo will most likely ask that these permits be put in place either as a condition precedent or, if the negotiation does not provide the TowerCo with this option, as a covenant backed by indemnity or unwind provisions in the event the missing permits cannot be obtained. Conditions precedent affecting the whole transaction Apart from the conditions precedent applicable to each site which are encountered whatever the country, local laws may also require additional approvals that impact the whole transaction. Some countries indeed require that the TowerCo obtains an investment licence, as is the case in Uganda for example. Others impose that a telecoms licence be obtained by any telecom tower operator, such as in Rwanda or Tanzania. 3
4 Depending on the size of the transaction, the amount at stake and the market position of the parties involved, prior approval may also need to be obtained from local competition authorities. State bank approval may also be necessary, as would be the case in Pakistan. Each of these approvals and licences must be obtained prior to closing and would typically be provided as conditions precedent which may impact the timing of the transaction and delay the closing date initially contemplated by the parties, in particular where the applicable legislation is unclear and requires lengthy discussions with the local regulators. It has, for instance, been reported that obtaining a telecoms licence in Tanzania took Helios Towers eight months rather than the statutory four months which had been initially envisaged. Multiple closings Depending on the transaction, there may be several hundred sites to be transferred from the operator to the TowerCo. Each of the sites will have a separate lease agreement and administrative permits to be transferred to the TowerCo, which means that consents and approvals will be necessary for each of the sites to be transferred, as described above in section In order to avoid delaying the whole transaction until the condition precedents are all fulfilled for each and every site, it is common practice to transfer sites in batches through several closings, either pursuant to a specific timetable or when the conditions precedents have been fulfilled for a minimum number of sites, or a mixture of both. In view of the numerous closings that may occur to transfer all of the sites comprising the passive infrastructure, the parties usually agree on a main closing, usually the first closing, where the TowerCo is certain that the main part of the deal will be completed, i.e. the transfer of the main contracts and the employees and sometimes payment of the full price. The parties usually condition the occurrence of this main closing upon a minimum number of sites being deemed transferable, with the relevant consents for those sites having been obtained. This minimum number of sites depends on the assessment made by the TowerCo of the minimum number of sites which needs to be transferred for the operations of the infrastructure to be sustainable in the relevant country. It is obviously also a matter of negotiation between the parties. Having a main closing followed by several purely legal closings also means that the tower use agreement will come into force and the related use fee paid as from the date of the main closing, since the operator will have transferred most of the capacity necessary to operate its own remaining sites. Price The price mechanism does not differ much from any other asset transaction, apart from the fact that the price is often set on a per site basis and is thus adjusted depending on the number of sites which are effectively transferred to the TowerCo. Although each site has a rather small intrinsic value, the price of the sites will also set by reference to the use fee to be paid by the operator pursuant to the tower use agreement. A different treatment is usually provided for the purchase price of the work-in-progress sites (see section 3.5 below) which will reflect the construction costs of each such site. Where the parties have chosen to transfer the sites in batches, a question arises as to the timing of the payment of the purchase price. Options include a one-time payment at the first and main closing based on the contemplated total number of sites to be transferred. This option has two main consequences: it means that the use fee to be paid by the operator to the TowerCo for the leasing and operation of the towers pursuant to the tower use agreement will be paid from the date of this main closing for all sites. It also means that in the event that a site cannot be transferred at a closing following the main closing, the parties will have to unwind such site and the operator will repay the corresponding price to the TowerCo. Another option is for the TowerCo to pay for a site when that site is transferred. This involves a more complex treatment of the payment of the use fee following the main closing. 4
5 Some countries, like Zambia, may require that all transactions be concluded in local currency which may raise issues when the price per site and use fee have been negotiated and the exchange rate is not stable. The Asset Purchase Agreement may then include provisions relating to the coverage of foreign exchange risks. The Asset Purchase Agreement may provide for a mere payment in cash at the main closing date or on each closing. It may also provide for a payment in cash and in shares of the TowerCo, as was the case for the PT Indosat Tbk / PT Tower Bersama Infrastructure Tbk transaction in Indonesia in 2012, or in a number of Helios transactions over the past few years (e.g. with Millicom and Vodacom). Work-in-progress sites The towers owned by the operators may include towers that are under construction (known as work-in-progress sites), or there may also be towers that are not yet built but that are planned for a construction in the following months. The Asset Purchase Agreement will include provisions regarding these sites as well. Work-in-progress sites may be transferred to the TowerCo on an as is basis on closing, from which the TowerCo will take over the construction. The operator may, on the other hand, choose to complete the construction and transfer the finished site to the TowerCo. In both cases, the construction agreements will need to be assigned to the TowerCo. Shared sites Some of the sites owned by the operator may well already be shared at closing with other operators, broadcasters or otherwise. In many cases, this sharing is part of a wider arrangement where the operator may also use space at some of the other party s sites. The Asset Purchase Agreement will then provide for the splitting of these arrangements in two agreements, one between the third party and the TowerCo for the transferred sites and the other between the operator and the third party for the third party s sites. The first agreement may also give room for renegotiation between the TowerCo and the third party where the TowerCo may try to obtain more preferential terms and conditions than those previously applicable to the operator. In some instances, such existing sharing arrangements between the operator and the third party are made free of charge due to the reciprocal use of space (so called barter sites ). In such a case, it is important for the TowerCo to request that best efforts be made by the parties to renegotiate these arrangements so as to convert them into cash-pay agreements. These renegotiations are of course fully dependent on the goodwill of the third party. If the operator is able to convert such arrangements, the sites gain additional value which can be reflected in the purchase price. Employee transfer Another important issue to be addressed in the Asset Purchase Agreement relates to the transfer of employees. The operator will likely have dedicated some of its employees to the operation of the towers and related passive infrastructure (such as electrical generators). Once the towers are transferred to the TowerCo, these employees are no longer needed within the operator s organisation. From the TowerCo s perspective, these employees are an asset as they are the ones holding the knowledge about the infrastructure that they are buying. Consequently, the Asset Purchase Agreement will likely address their transfer from the operator to the TowerCo and deal with the allocation of employee related liabilities before and after closing. It is worth noting that different legal systems provide for different employee transfer options. Indeed, some countries may consider that the employees are linked to the assets and must therefore automatically transfer with the assets. Other countries provide high protection for employees in the context of a transfer and approvals or notification of a labour inspector may be required. Employee representatives may also need to be consulted prior to the transfer. It is therefore important closely to analyse the applicable labour law regime in the country where a tower deal is anticipated. 5
6 Conclusion Although many provisions of Asset Purchase Agreements are no different in a tower deal from any other asset deal, specificities do exist when dealing with the transfer of towers and even more when the tower deal is a sale and leaseback transaction as the sale aspect of the transaction is closely linked to the leaseback part. It is therefore essential for operators or tower companies to engage in a tower deal to be advised by experienced legal advisors who can spot the issues which are specific to tower deals and address them accordingly. simmons-simmons.com elexica.com is the award winning online legal resource of Simmons & Simmons Simmons & Simmons LLP All rights reserved, and all moral rights are asserted and reserved. This document is for general guidance only. It does not contain definitive advice. SIMMONS & SIMMONS and S&S are registered trade marks of Simmons & Simmons LLP. Simmons & Simmons is an international legal practice carried on by Simmons & Simmons LLP and its affiliated practices. Accordingly, references to Simmons & Simmons mean Simmons & Simmons LLP and the other partnerships and other entities or practices authorised to use the name Simmons & Simmons or one or more of those practices as the context requires. The word partner refers to a member of Simmons & Simmons LLP or an employee or consultant with equivalent standing and qualifications or to an individual with equivalent status in one of Simmons & Simmons LLP s affiliated practices. For further information on the international entities and practices, refer to simmons-simmons.com/legalresp Simmons & Simmons LLP is a limited liability partnership registered in England & Wales with number OC and with its registered office at CityPoint, One Ropemaker Street, London EC2Y 9SS. It is authorised and regulated by the Solicitors Regulation Authority. A list of members and other partners together with their professional qualifications is available for inspection at the above address. tmt_076_telecoms_infrastructure_sharing_the_asset_purchase_agreement
Brexit related reorganisations and transitions
Brexit related reorganisations and transitions Isabella Roberts David Parkes Khasruz Zaman FI & AMIF Autumn Legal Update 2017 Introduction As a result of Brexit: EU banks/other regulated entities passporting
More informationSession 7: Introduction to Supply Chain Finance and Receivables Purchasing
Session 7: Introduction to Supply Chain Finance and Receivables Purchasing Jolyon Ellwood-Russell Richard McKeown 30 October 2015 09:00 10:00 Agenda Overview of Receivables Risks and credit quality Specific
More informationHot topics in international employment law - Belgium
Hot topics in international employment law - Belgium Wage moderation - Indexation Marie-Hélène Jacquemin 01 October 2015 Background Wage moderation Maximum margin for 2015-2016 Obligations Sanctions Future
More informationPeter Wright. Renewable Energy Projects in Africa Comparing Procurement Models for Renewable Generation Capacity. Simmons & Simmons March 2015
Renewable Energy Projects in Africa Comparing Procurement Models for Renewable Generation Capacity Peter Wright Simmons & Simmons March 2015 Meeting the cost of Green Energy When renewables first emerged
More informationOversight. Mutual Recognition of Funds between France and Hong Kong. Introduction. August 2017 simmons-simmons.com elexica.com
Oversight August 2017 simmons-simmons.com elexica.com Mutual Recognition of Funds between France and Hong Kong Introduction The Securities and Futures Commission of Hong Kong (SFC) and the Autorité des
More informationStructuring Investments into Africa: Tax and BITs Aspects
Structuring Investments into Africa: Tax and BITs Aspects February 2015 Structuring Investments into Africa Tax is, of course, only one of many elements to consider when planning cross-border investments.
More informationUK Takeover Code: Panel consultation on profit forecasts and other amendments
UK Takeover Code: Panel consultation on profit forecasts and other amendments simmons-simmons.com elexica.com UK Takeover Code: Panel consultation on profit forecasts, quantified financial benefits statements,
More informationEmployment law and HR implications of Brexit. Olly Jones Peter Lockwood. 21 July 2016
Employment law and HR implications of Brexit Olly Jones Peter Lockwood 21 July 2016 Brexit What has happened so far - UK voted on 23 June 2016 52:48 in favour of the UK leaving the EU The referendum outcome
More informationNegotiating co-investment and side car arrangements
Negotiating co-investment and side car arrangements Dale Gabbert Matthew Pitman James Cofer (Seward & Kissel) David Mulle (Seward & Kissel) Introduction What is co-investment? Typical structure Commercial
More informationConstruction Webinar: BIM
Construction Webinar: BIM Rob Horne rob.horne@simmons-simmons.com 28 April 2016 Section 1 BIM What is it? BIM The Basics What is Business Information Modelling (BIM)? A digital representation of physical
More informationRationalising legal entities and moving operations
Rationalising legal entities and moving operations Isabella Roberts Ania Rontaler Hatice Ismail 25 January 2017 Introduction Rationalising legal entities Moving operations From a corporate and tax perspective
More informationDispute Avoidance: Navigating Complex Infrastructure Projects
Dispute Avoidance: Navigating Complex Infrastructure Projects with a specific focus on airport developments Andrew Mackenzie 18 February 2016 Simmons & Simmons LLP 2013. Simmons & Simmons is an international
More informationThis article considers the changes that the new Regulation will make to the current prospectus regime for equity issuers.
The new Prospectus Regulation: Key features for equity issuers July 2017 simmon-simmons.com elexica.com Overview The long-awaited Prospectus Regulation (the Regulation), which repeals and replaces the
More informationGDPR: The future of marketing and commercialisation of data. Alexander Brown & Matt Dyer, Simmons & Simmons
GDPR: The future of marketing and commercialisation of data Alexander Brown & Matt Dyer, Simmons & Simmons 18 May 2017 Fair and lawful processing Consents and notices Fair and lawful processing Personal
More informationPublic consultation on EU merger control
Public consultation on EU merger control Tony Woodgate Koen Platteau Martin Gramsch Geneviève Borremans 07 December 2016 Background Ongoing evaluation of the functioning of procedural and jurisdictional
More informationEmployment law and HR implications of Brexit. Olly Jones Peter Lockwood. 13 July 2016
Employment law and HR implications of Brexit Olly Jones Peter Lockwood 13 July 2016 Brexit What has happened so far - UK voted on 23 June 2016 52:48 in favour of the UK leaving the EU The referendum outcome
More informationEmployment law in Germany avoiding the common pitfalls? Verena Braeckeler-Kogel
Employment law in Germany avoiding the common pitfalls? Verena Braeckeler-Kogel London, 03 April 2014 Recruitment Advertising job vacancies We are looking for a committed, fully qualified lawyer (0-2 years
More informationCompliance in Germany - Tax Compliance
Compliance in Germany - Tax Compliance Sascha Kuhn Bernulph von Crailsheim April 21, 2015 Overview I. Why Compliance should care about taxes II. Organisational aspects III. Tax law bear traps IV. Tax correction./.
More informationAnti-trust Law with an IP Protection Interface in China
Anti-trust Law with an IP Protection Interface in China An emerging legal area affecting your business Xun Yang 20 September 2016 1 /APAC 5320363 Content Legal Framework of Anti-trust Laws with IP Interface
More informationThe Consumer Rights Act 2015: getting your business ready. Mark Dewar Robert Allen
The Consumer Rights Act 2015: getting your business ready Mark Dewar Robert Allen 14 May 2015 The Consumer Rights Act 2015 What New rules - new challenges New risks - new threats When 01 October 2015 1
More informationFinancial Markets Legal Update Seminar
Financial Markets Legal Update Seminar Programme 18 May 2017 Stream 1 Capital Markets Stream 2 Banking / Restructuring & Insolvency Stream 3 Financial Services / Tax 12:30-13:00 Registration and sandwiches
More informationMiFID2. Commodities. Jonathan Melrose Rosali Pretorius. October 2017
MiFID2 Commodities Jonathan Melrose Rosali Pretorius October 2017 Introduction Overview of change in commodities rules Rules that apply across the board Market infrastructure and reporting Investor protection
More informationNew Terminology. References to. The main theme of NEC4 is that it represents an evolution rather than a revolution in thinking
New Terminology The main theme of NEC is that it represents an evolution rather than a revolution in thinking References to project participants as him and his actions are now stated in a neutral voice
More informationRegulatory Capital the proposed revision of the Standardised Approach for credit risk and the automated FinTechsolution
Regulatory Capital the proposed revision of the Standardised Approach for credit risk and the automated FinTechsolution Diana Paredes Murat Abur Pascal di Prima 17.11.2015, London Agenda Introduction Current
More informationSession 9: Hot Button Items in Hong Kong Equity Capital Markets: Pre-IPO Investments and Weighted Voting Rights
Session 9: Hot Button Items in Hong Kong Equity Capital Markets: Pre-IPO Investments and Weighted Voting Rights David Neuville Joseph Lee 30 October 2015 11:30 12:30 Pre-IPO Investments Extremely common
More informationMiFID2: Documentation Updates
MiFID2: Documentation Updates Nick Colston Louise Tudor-Edwards FI & AMIF Autumn Legal Update 2017 Introduction what we ll cover today MiFID2 s impact on documentation Legal agreements Internal policies
More informationIndividual Accountability: Extending the Senior Managers and Certification Regime to insurers
Individual Accountability: Extending the Senior Managers and Certification Regime to insurers 4 August 2017 Pollyanna Deane Felix Zimmermann Emma Sutcliffe Peter Lockwood Just before the new accountability
More informationDerivatives Markets not Leaving the Regulatory Spotlight yet
Derivatives Markets not Leaving the Regulatory Spotlight yet Financial Markets Legal Update 18 May 2017 Rezah Stegeman Programme EMIR for a minute Trading obligation (MiFID2) Post-trade transparency for
More informationAutumn Legal Update: Duties and Trade Errors
Autumn Legal Update: Duties and Trade Errors Robert Turner, Paul Baker, Gerard Heyes, Adam Blair and Mark Uttley 11 & 12 October 2017 Introduction Duties Considerations Fiduciary Definition, Policies and
More informationOur ref COMM LIT/OPEN/-1/TIHA OH ZO'I5 Your ref
Simmons &Simmons Simmons &Simmons LLP CityPoint One Ropemaker Street London EC2Y 9SS United Kingdom T +44 20 7628 2020 F +44 20 7628 2070 DX Box No 12 Our ref COMM LIT/OPEN/-1/TIHA OH OCtOb@f ZO'I5 Your
More informationOverview of International Employment Law Issues (Shading highlights something significantly different from the UK position)
Documentation / Formalities Government registration / civil processing of employment documentation? Probationary periods allowed? Yes (up to six months). Do non-nationals require work / resident permit?
More informationDC Governance: Chair s statement
DC Governance: Chair s statement February 2016 1 DC Governance: Chair s statement New governance standards apply to trustees of most occupational pension schemes which provide defined contribution benefits
More informationThe NEC3. The Unknowns
The NEC3 The Unknowns The Gaps Between the Express Terms; Is Clause 10.1 the Answer? First, a few unknowns in the NEC 1. What happens when the Accepted Programme is not accepted? 2. What happens when a
More informationMiddle East Regulatory Update
Middle East Regulatory Update Muneer Khan Partner - Dubai Ahmed Butt Partner - Riyadh Ali Hassan Senior Representative Europe & North America DIFC Authority 7 & 8 October 2015 Agenda Introduction Saudi
More informationContract Law: legal issues to bear in mind when negotiating contracts. Jayne Bentham Paolo Caldato
Contract Law: legal issues to bear in mind when negotiating contracts Jayne Bentham Paolo Caldato 14 May 2015 What will this session cover? Some drafting pitfalls Governing law and choice of forum clauses
More informationAIFMD vs UCITS vs MiFID2
AIFMD vs UCITS vs MiFID2 Nick Colston Darren Fox FI & AMIF Autumn Legal Update 2017 Overview: what we ll cover today When regulation makes headline news.. Part 1: overview of three regulatory regimes Part
More informationUCITS V: Who needs to do what by when?
UCITS V: Who needs to do what by when? Andrea Finn Viviane de Moreau Neil Simmonds Mahrie Webb 07 & 08 October Agenda Summary of changes being introduced under UCITS V Impact on remuneration structures
More informationEmployment law in Germany Employee claims. Verena Braeckeler-Kogel
Employment law in Germany Employee claims Verena Braeckeler-Kogel 01 December 2016 Agenda Rules of legal procedure Labour courts Course of the proceedings Evidence Common claims and employer pitfalls Dismissal
More informationThe next generation of market abuse
The next generation of market abuse Alix Boberg Richard Sims Emma Sutcliffe Jochen Kindermann Wednesday 05 & Thursday 06 October 2016 Market abuse: an outline UK criminal and civil enforcement Perspectives
More informationSM&CR Roundtable Questions
SM&CR Roundtable Questions Pollyanna Deane Felix Zimmermann Richard Sims Andrea Finn Laura Allen 27 September 2017 SMCR for insurers and insurance distributors 1. Different approaches SMCR for insurers
More informationNavigating Trade Compliance. Jolyon Ellwood-Russell
Navigating Trade Compliance Jolyon Ellwood-Russell 26 April 2017 Agenda Xx x 1 / L_LIVE_APAC1:5642312v1 Supply Chain International Trade A Origin Custom Procedures Destination B Transport Chain Decomposition
More informationThe gig economy: The workplace changed forever? Dr Anne Sammon, Simmons & Simmons
The gig economy: The workplace changed forever? Dr Anne Sammon, Simmons & Simmons 18 May 2017 Overview The gig economy Employment status The gig economy under attack Conclusion 1 / B_LIVE_EMEA1:4375456v1
More informationFinancing the next industrial revolution. Dan Marjanovic
Financing the next industrial revolution Dan Marjanovic dan.marjanovic@simmons-simmons.com 30 November 2017 The Next Industrial Revolution We stand on the brink of a technological revolution that will
More informationPinsent Masons in the UAE
Pinsent Masons in the UAE Pinsent Masons In the UAE Introduction Our UAE office, based in the heart of Dubai s financial district, combines local knowledge with an international experience to advise clients
More informationBreakfast Briefing: German regulatory law - loan funds and distribution matters
Breakfast Briefing: German regulatory law - loan funds and distribution matters Dr Harald Glander Oliver Kittner Norman Mayr 28 April 2016 Agenda UCITS V and loan funds German Master-KVG structure Solvency
More informationMiFID2 for asset managers headlines and roadmaps
MiFID2 for asset managers headlines and roadmaps Nick Colston Darren Fox Wednesday 05 & Thursday 06 October 2016 Introduction what we ll cover today 1. Re-cap and recent developments 2. L2 Directive: finalised
More informationEquity Capital Markets Update
Equity Capital Markets Update Colin Bole Chris Horton Simon Ovenden Chris Walton Alex Ainley FI & AMIF Autumn Legal Update 2017 Overview FCA consultations: - IPOs and unconnected research - review of UK
More informationSession 4, Stream 6. Global regulation of lending. John Paul Zammit. 07 & 08 October 2015
Session 4, Stream 6 Global regulation of lending John Paul Zammit 07 & 08 October 2015 This document sets out a high level summary only of the information received from local counsel for the purposes of
More informationOut of the Shadows Limits on Exposures to Shadow Banking Entities
Out of the Shadows Limits on Exposures to Shadow Banking Entities Jochen Kindermann Pascal di Prima London, 22 June 2016 Agenda Introduction Background Definition range Exemptions Consequences 1 / L_LIVE_EMEA2:13469741v1
More informationNew Legislation on Pledges in Russia.
April 2014 New Legislation on Pledges in Russia. On 21 December 2013 a set of amendments to the Civil Code (the Amendments ) 1 was adopted which brought long-awaited improvements to the legislation on
More informationEU margin requirements for non-cleared derivatives: What do hedge fund managers need to know? Adam Jacobs-Dean Lucian Firth Allan Yip
EU margin requirements for non-cleared derivatives: What do hedge fund managers need to know? Adam Jacobs-Dean Lucian Firth Allan Yip 20 September 2016 Adam Jacobs-Dean Global Head of Markets Regulation
More informationNetworks Around the World: development and sharing of networks in Europe, Africa and Asia
Networks Around the World: development and sharing of networks in Europe, Africa and Asia Christophe Fichet Alexander Shepherd Christian Taylor Christopher Götz George Morris 14 May 2015 Overview of the
More informationRestrictive Covenants: A PRC and Hong Kong Perspective
Restrictive Covenants: A PRC and Hong Kong Perspective K. Lesli Ligorner, Partner, Shanghai Fiona Loughrey, Partner, Hong Kong China Employment Group Simmons & Simmons 10 February 2015 Simmons & Simmons
More informationThe ECB single supervisory mechanism and judicial review in the EU courts
The ECB single supervisory mechanism and judicial review in the EU courts Enrico Leone Koen Platteau Wednesday 05 & Thursday 06 October 2016 Introduction Introduction Functioning and decisions of the SSM
More informationThe Taxman Cometh. Jon Brose (Seward & Kissel) Martin Shah. Hatice Ismail. Zoë Arnautov. Wednesday 11 & Thursday 12 October 2017
The Taxman Cometh Jon Brose (Seward & Kissel) Martin Shah Hatice Ismail Zoë Arnautov Wednesday 11 & Thursday 12 October 2017 Session agenda A time of change in the tax environment What do asset managers
More informationThis Summer News Macron & Rebsamen Laws : All you need to know
This Summer News Macron & Rebsamen Laws : All you need to know Laurence Renard Partner Employment Department Paris Office 01 October 2015 THE REBSAMEN LAW INDEX Unique Delegation of Employee Representatives,
More informationLending to overseas borrowers. July 2011
Lending to overseas borrowers July 2011 1 Lending to overseas borrowers Introduction When lending to an overseas borrower a lender will need to consider a number of matters, and should take advice from
More informationThe German Netting Decision
The German Netting Decision The Enforceability of Contractual Netting in light of the Decision of the German Federal Supreme Court (BGH) dated 9 June 2016 Pascal di Prima Partner, Frankfurt Regina Rath
More informationFATCA IRS Proposes Extending Certain Deadlines and Grandfathering Provisions.
November 2012 FATCA IRS Proposes Extending Certain Deadlines and Grandfathering Provisions. The US Internal Revenue Service released Announcement 2012-42 (the Announcement ) on October 24, 2012 containing
More informationERROR! NO TEXT OF SPECIFIED STYLE IN DOCUMENT.
ERROR! NO TEXT OF SPECIFIED STYLE IN DOCUMENT. Version: March 2014 EMIR Article 39 Disclosure Document 1 Introduction 1.1 Throughout this document references to we, our and us are references to Marex Financial
More informationWhat is happening to ISDA documentation?
What is happening to ISDA documentation? Aron Berket Dirk-Jan Gerrits Rezah Stegeman FMLUS - 17 May 2018 Programme 1. Recent developments 1. Benchmarks 2. Settled-to-market 3. MiFID2 4. VM Requirements
More informationProduct Governance and Funds. What is changing on the way to MiFID2. Mahrie Webb, Partner. Romeo Battigaglia, Partner. Caroline Hunter-Yeats, Partner
Product Governance and Funds What is changing on the way to MiFID2 Mahrie Webb, Partner Romeo Battigaglia, Partner Caroline Hunter-Yeats, Partner October 2015 Agenda Summary of the key Product Governance
More informationTowards a New Prospectus Regulation.
December 2016 Towards a New Prospectus Regulation. Key features for Debt Capital Markets. Political agreement has been reached on a new prospectus regime, which will take the form of a regulation and have
More informationEmployment law in Germany Works Council
Employment law in Germany Works Council Steffen Nguyen-Quang, EMBA 9 June 2016 Agenda Employee representative bodies Establishment of a works council General functions and competencies of the works council
More informationTransco plc Regulatory Accounting Statements 2003/2004 for the Transco business
Transco plc Regulatory Accounting Statements 2003/2004 for the Transco business Contents 1 Important information 1 The obligation to produce regulatory accounting statements 2 Audit of regulatory accounting
More informationBEPS: What does it mean for funds and asset managers?
BEPS: What does it mean for funds and asset managers? Client Seminar Martin Shah René van Eldonk Malcolm Richardson, M&G 10 March 2015 Overview Background to and progress to date of BEPS Action Plan More
More informationCharity Incorporation
Charity Incorporation How to 'incorporate' an unincorporated charity and apply for registration Please return this application to the address below: Charity Commission Direct PO Box 1227 Liverpool L69
More informationRecent developments in Structured Finance
Recent developments in Structured Finance Financial Markets Legal Update 18 May 2017 Jeroen Bos Marieke Driessen Introduction The Dutch Landscape Securitisation Covered Bonds Other structured finance issues
More informationexecutive summary ExEcuTivE SuMMAry
executive summary 1 British Energy was privatised in 1996. In 2002, the price of electricity fell and on 5 September 2002, the Company applied to the Department of Trade and Industry (the Department) for
More informationPaul Browne, Partner, London Yongmei Cai, Partner, Beijing Jay Lee, Partner, Hong Kong
One Belt One Road and RMB internationalisation: a look at how recent PRC regulatory developments provide significant opportunities for market participants in the Financial Markets in the UK and Europe
More informationDistribution update the competition law perspective. Peter Meyer Koen Platteau Genevieve Borremans Claudia Mercer Filippo Fioretti
Distribution update the competition law perspective Peter Meyer Koen Platteau Genevieve Borremans Claudia Mercer Filippo Fioretti 3 June 2015 Overview EU legal framework National reports from France UK
More informationKOCH METALS TRADING LIMITED Authorised and Regulated by the Financial Conduct Authority and Member of the London Metal Exchange
KOCH METALS TRADING LIMITED Authorised and Regulated by the Financial Conduct Authority and Member of the London Metal Exchange Introduction CLEARING MEMBER DISCLOSURE DOCUMENT Throughout this document
More informationCLEARING MEMBER DISCLOSURE DOCUMENT 1
Version: November 2013 CLEARING MEMBER DISCLOSURE DOCUMENT 1 Introduction 2 Throughout this document references to we, our and us are references to the clearing broker. References to you and your are references
More informationNew Data Regulation, Brexit and the Pensions Industry.
December 2016 New Data Regulation, Brexit and the Pensions Industry. Thanks to high profile news coverage of data breaches and increasingly sophisticated cyber-crime, the public s awareness of privacy
More informationCMU: Proposed Amendments to the Prospectus Directive (PD3) Legislative Proposals
CMU: Proposed Amendments to the Prospectus Directive (PD3) Legislative Proposals December 2015 Following the publication by the European Commission on 30 November 2015 of legislative proposals to modernise
More informationImplementing IFRS 15 Revenue from Contracts with Customers A practical guide to implementation issues for the aerospace and defence industry
Implementing IFRS 15 Revenue from Contracts with Customers A practical guide to implementation issues for the aerospace and defence industry Contents About this guide 1 Overview 2 Scope and core principle
More informationAutomatic Exchange of Information in Hong Kong
May 2017 simmons-simmons.com elexica.com Automatic Exchange of Information in Hong Kong Introduction In September 2014, Hong Kong indicated its support for implementing the international standard for automatic
More informationESTABLISHING A MANUFACTURING PLANT IN ASIA
ESTABLISHING A MANUFACTURING PLANT IN ASIA Ian Lewis Partner Johnson Stokes & Master 20th May 2000 Today s discussion focuses on issues relevant to the establishment of a manufacturing plant in Asia. The
More informationThe NEC Definitely, Maybe?
The NEC Definitely, Maybe? Rob Horne - Simmons & Simmons David Thomas QC - Keating Chambers Keith Strutt - DriverTrett General Introduction 1 / B_LIVE_EMEA1:1842195v2 The NEC Why is it relevant The 2015
More informationDIRECT CLIENT DISCLOSURE DOCUMENT 1. Indirect Clearing Goldman Sachs International
DIRECT CLIENT DISCLOSURE DOCUMENT 1 Indirect Clearing Goldman Sachs International Introduction 2 Throughout this document references to "we", "our" and "us" are references to the clearing broker's client
More informationPut and call options: Recent Legal and Regulatory Developments
January 2014 Put and call options: Recent Legal and Regulatory Developments 1. Background: Significance of option contracts 1.1 Put and call options on Indian securities (issued by both public and private
More informationReform of the Trustee Ordinance Consultation Conclusions.
November 2012 Reform of the Trustee Ordinance Consultation Conclusions. The Financial Services and the Treasury Bureau (the FSTB ) published the conclusions (the Conclusions ) to the Consultation on Detailed
More informationUK Tax Flash. Reform of the UK CFC Rules: The Next Chapter.
27 January 2010 UK Tax Flash. Reform of the UK CFC Rules: The Next Chapter. The long-awaited discussion document on the reform of the UK s controlled foreign company rules has at last been published by
More informationClearing Member Disclosure in relation to Client Clearing Services under the European Market Infrastructure Regulation
Clearing Member Disclosure in relation to Client Clearing Services under the European Market Infrastructure Regulation Introduction Throughout this document references to we, our and us are references
More informationBusiness Protection. Guide to business succession for companies
Business Protection Guide to business succession for companies For intermediary use only not for use with your clients This technical guide details the need for business succession planning for companies,
More informationNew UAE Investment Funds Regulations and Impact on International Businesses
New UAE Investment Funds Regulations and Impact on International Businesses 2 October 2012 Authors: VincentR.Gordon, AmritaMaini The Emirates Security and Commodities Authority ( ESCA ) have implemented
More informationCoffee, you and MiFID 2 Algorithmic and High-Frequency Trading under MiFID 2
Coffee, you and MiFID 2 Algorithmic and High-Frequency Trading under MiFID 2 Jochen Kindermann Partner Marc Burgheim Head of Trading - Foreign Exchange (BayernLB) 23 July 2015 The promises and pitfalls
More informationVAT, Asset Management & Pensions
VAT, Asset Management & Pensions Nick Skerrett Heather Rowlands Crystal Randles-Mills FI & AMIF Autumn Legal Update 2017 Introduction Update on the case law concerning the VAT liability of investment management
More informationEU trade mark reforms: Practical implications What you need to know and do. Bex Heard Frédérique Potin Adrian Dykes
EU trade mark reforms: Practical implications What you need to know and do Bex Heard Frédérique Potin Adrian Dykes 26 May 2016 Directive 2015/2436 and Regulation 2015/2424 A new EU order for EUTMs and
More informationThe Market Abuse Regulation in Belgium
April 2016 The Market Abuse Regulation in Belgium Will you be ready? The new Market Abuse Regulation ( MAR ) will apply as from 3 July 2016. It will replace the existing Market Abuse Directive and the
More informationMergers of UCITS under UCITS IV. February 2011
Mergers of UCITS under UCITS IV February 2011 Mergers of UCITS under UCITS IV As mergers of funds have always been possible in the UK, we in the UK have considerable experience of devising reconstruction
More informationHousing and Planning Act 2016
Housing and Planning Act 2016 Impact of the changes on your governance and regulation June 2016 Welcome and introduction Angela Forshaw Successful places with homes and jobs A NATIONAL AGENCY WORKING LOCALLY
More informationSummary of EC Review of the Markets in Financial Instruments Directive (Directive 2004/39/EC) ("MiFID") for Commodity Firms
Summary of EC Review of the Markets in Financial Instruments Directive (Directive 2004/39/EC) ("MiFID") for Commodity Firms Author: Jacqui Hatfield, Partner, London Publication Date: January 10, 2011 Introduction
More informationLandfill Tax evasion by landfill operators and the new offences of facilitation 24 April 2017, 12:00 12:45
Landfill Tax evasion by landfill operators and the new offences of facilitation 24 April 2017, 12:00 12:45 Host Presenter Presenter Presenter Adam Read Resource Efficiency & Waste Management Practice Director
More informationIFRS INDUSTRY ISSUES SOFTWARE IFRS 15: REVENUE FROM CONTRACTS WITH CUSTOMERS
IFRS INDUSTRY ISSUES SOFTWARE IFRS 15: REVENUE FROM CONTRACTS WITH CUSTOMERS The headlines The International Accounting Standards Board published IFRS 15 Revenue from Contracts with Customers in 2014,
More informationCPD Day 2016 Shanghai Stock Connect Margin Financing
CPD Day 2016 Shanghai Stock Connect Margin Financing Richard McKeown Joseph Lee 19 October 2016 Outline Taking security over listed shares Stock Connect - Shanghai (Nov 2014) / Shenzhen (Nov 2016) Common
More informationNDRC publishes draft revisions to Administrative Rules for Outbound Investments by Enterprises for public consultation
9 November 2017 China s new approach to regulation of outbound investment. Proposals indicate more comprehensive regulatory scrutiny alongside procedural simplifications Contents NDRC publishes draft revisions
More informationASTI HOLDINGS LIMITED Company Registration No.: C (the Company )
ASTI HOLDINGS LIMITED Company Registration No.: 199901514C (the Company ) PROPOSED ACQUISITION OF SHARES REPRESENTING UP TO 55% OF THE TOTAL ISSUED AND PAID-UP SHARE CAPITAL OF PT. CAHAYA SAKTI 1. INTRODUCTION
More informationBusiness Protection. Guide to Business Succession for Partnerships
Business Protection Guide to Business Succession for Partnerships For intermediary use only not for use with your clients This technical guide details the need for business succession planning for partnerships,
More informationShanghai International Energy Exchange: Direct Trading Access for Overseas Participants
September 2017 Shanghai International Energy Exchange: Direct Trading Access for Overseas Participants Introduction After nearly two years of preparation, the Shanghai International Energy Exchange Corporation
More information