Supporting financial institutions across Europe March 2011
Working with CMS We understand that financial institutions face legal and regulatory challenges when they expand into new markets in Europe or operate across national borders. Working with CMS provides an ideal solution for cross-border or pan-european assignments. We handle: compliance and advisory projects, particularly with the growth of the European Supervisory Authorities a wide variety of transactional assignments including cross-border M&A new market entry and distribution handling disputes and cross-border investigations. CMS has the widest European coverage, it combines: effi ciency with consistent standards strong budgetary control with project management coordination across advisers and national borders with technical depth across the legal regimes and sectors. CMS offers fi nancial instutions a full service across legal disciplines with expertise in retail, commercial and wholesale markets. We cover all fi nancial institution sectors - insurance and reinsurance; investments, funds and derivatives; and banking and fi nance. 2 Supporting Financial Instutions Across Europe
Aberdeen Edinburgh Moscow CMS offices Rio de Janeiro Buenos Aires Montevideo Beijing Shanghai Bristol Amsterdam Berlin London Warsaw Utrecht Leipzig Antwerp Duesseldorf Cologne Dresden Brussels Frankfurt Prague Luxembourg Paris Stuttgart Strasbourg Munich Vienna Bratislava Zurich Budapest Madrid Seville Marbella Lyon Algiers Milan Hamburg Ljubljana Rome Zagreb Belgrade Sarajevo Bucharest Sofia Kyiv Casablanca The best European coverage supporting your European business CMS is a leading legal service provider and has the most extensive presence across Europe; it has more than 5,000 people and 2,800 lawyers working across 53 cities in 28 countries, we provide legal, regulatory and tax services to fi nancial institutions, corporates, governments and public sector bodies across Europe. It is therefore ideally positioned to provide legal, [ ] tax services to financial institutions of all kinds. We advise a wide variety of European banks, insurers and other institutions, as well as corporates, governments and public sector bodies. Consistent standards with technical depth and experience across the region and in your business sector In Western Europe CMS has long-established practices with market leading positions in their local markets. In CEE, we are one of the largest law fi rms in the region, and act for some of the most prestigious companies in the area. We created the practice (described by Chambers Global as a CEE Magic Circle outfi t ) in the 1990s local lawyers operating to leading western standards in legal services delivery. We were Central and Eastern European law fi rm of the Year (PLC Which Lawyer, 2010). Throughout Europe our people are immersed in the local culture and understand the legal landscape. It means our clients benefi t from high quality expertise wherever they need it in Europe, delivered in the local context; for example our offi ces have fostered excellent relationships with local regulators. Our clients tell us that what sets us apart are our strong client relationships, our high quality advice and our industry specialisation. Law Firm of the Year: Central and Eastern Europe 3
CMS operates in eight industry sector groups which are coordinated on a cross-jurisdictional basis. Over 50% of our business eminates from the fi nancial instutions sector; we have [ ]experience advising major groups across Europe. Our groups for fi nancial institutions sectors - banking, insurance and funds - bring together practitioners from each of our legal practice areas to work in multidisciplinary teams for our clients. For example, our insurance team forms a signifi cant group, with over 120 lawyers. Our industry specialists meet and talk regularly, and know each other well. We are heavily involved in topical issues, and regularly publish thought leadership papers. For example we are launching a 17 country compliance product to help fi rms deal with market abuse regulation, crossborder investigations and MAD II reforms. The same fast response from every CMS office across 53 cities with the option of a one-call service for European projects We work hard to ensure consistent standards and the same fast response from any part of our network. Our clients develop direct relationships with offi ces and partners across CMS. We also undertake cross-border assignments using a one-call service. A single call to the lead partner and we can launch and then co-ordinate the delivery of the advice required across our European team. CMS provides strong budgetary control and project management with seamless coordination across advisors and national borders The CMS network is based on close relationships spanning our pan-european practices and industry groups and on strong project management for each client assignment. We understand that cost control is even more important on assignments involving lawyers in many different jurisdictions. For example, one small point that is overlooked can result in large extra costs if 28 lawyers need to give additional advice! CMS is experienced in operating to a single budget or fi xed fees across jurisdictions and we have the experience and internal structures to ensure that projects spanning many countries are delivered on time and to budget. We have internal project management specialists to assist and who also advise our clients on their own project management. 4 Supporting Financial Instutions Across Europe
The CMS experience the story of two of our pan-european assignments An advisory project One of the largest global players in the insurance sector was reorganising its European carriers. It needed to analyse the conduct of cross-border international insurance and reinsurance business within its new corporate structure and required a set of Market Conduct Guidelines for each of the jurisdictions in which it operated. These guidelines were intended to provide a practical explanation to the business of what was and was not permissible within the new structure. In addition, the legal, risk and compliance teams required detailed advice to enable them to operate these guidelines and deal with the structuring of individual underwriting, products and marketing. CMS set up a team drawn from our group of specialist regulatory insurance lawyers; the project was concentrated on nine major EU jurisdictions. The team provided a detailed project plan with a schedule for the key milestones to meet the client s completion date and a total budget for the project. We established an online dealroom for all client and CMS generated materials which was used both by the CMS team and by large numbers of client personnel across the EU and in the US and beyond (as well as their other external advisers). The CMS team applied its detailed understanding of both EU and domestic law across a range of areas including regulation and insurance to provide a user friendly set of guidelines. In areas we knew to be subject to EU harmonisation, we provided standard guidelines applicable to all EEA countries. In other areas without EU harmonisation we ensured that the guidelines were carefully tailored to refl ect the variances in national law. We delivered on time and to budget. A transactional assignment Our client faces the twin challenge of structuring its European group for capital effi ciency whilst integrating a recently acquired global life business. This involves complex capital considerations (including the potential application of the Solvency II directive) and is particularly challenging because of the size and diversity of the portfolios and the pan-european nature of the transactions. For the initial presentation, CMS was able to produce a detailed report from CMS offi ces (and related fi rms) on the process for each available transfer mechanism, the pros and cons of each, the communication and consent requirements, the required regulatory approvals and potential issues as well as the applicable tax and HR requirements. A separate report was provided for the UK, Belgium, France, Germany, Italy, Portugal, Spain, Greece, Cyprus, Bulgaria, Czech Republic, Hungary, Poland, Romania and Slovakia. And further afield? As a European fi rm with global links, we have signifi cant experience of coordinating worldwide relationships. Outside Europe, CMS is able to serve your business in the BRIC countries in which you operate. Built on our successes in the CEE region, CMS is now one of the leading law fi rms in Russia and we have been supporting many of our clients in the rapidly developing Russian economy since 1992. In addition, we also have a presence in China and Brazil. In other countries we work regularly with tried and tested fi rms known for particular expertise or geographical coverage. For example, in India we have built a strong relationship with Khaitan & Co., one of the country s leading full-service law fi rms. 5
One-call service model Sector focus and industry expertise Specialists in emerging markets CMS - legal, tax and regulatory services across Europe Seamless coordination and project management Full service Largest European footprint Your contacts Stephen Netherway Partner, Insurance and Reinsurance T +44 (0)20 7367 3015 E stephen.netherway@cms-cmck.com Paul Edmondson Partner, Financial Services T +44 (0)20 7367 2877 E paul.edmondson@cms-cmck.com 6 Supporting Financial Instutions Across Europe
CMS - Europe s largest provider of tax and legal services 53 Offices c770 Partners >2,800 Lawyers 47 Cities 28 Jurisdictions 7
CMS Legal Services EEIG (March 2011) CMS Legal Services EEIG is a European Economic Interest Grouping that coordinates an organisation of independent member fi rms. CMS Legal Services EEIG provides no client services. Such services are solely provided by the member fi rms in their respective jurisdictions. In certain circumstances, CMS is used as a brand or business name of some or all of the member fi rms. CMS Legal Services EEIG and its member fi rms 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 fi rm has any authority (actual, apparent, implied or otherwise) to bind CMS Legal Services EEIG or any other member fi rm 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, Luxembourg, Lyon, Marbella, Milan, Montevideo, Moscow, Munich, Prague, São Paulo, Sarajevo, Seville, Shanghai, Sofi a, Strasbourg, Stuttgart, Utrecht, Warsaw and Zagreb. www.cmslegal.com 110311