Banking & finance

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Claus Goedecke, Taylor Wessing Frankfurt Prof. Dr. Jörg Kupjetz, Taylor Wessing Frankfurt June 2010 An overview of our Banking & Finance Practice An introduction to Taylor Wessing

Transcript of Banking & finance

Page 1: Banking & finance

Claus Goedecke, Taylor Wessing Frankfurt

Prof. Dr. Jörg Kupjetz, Taylor Wessing Frankfurt

June 2010

An overview of our Banking & Finance Practice

An introduction to Taylor Wessing

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Please treat all transactions and clients' names as confidential

Contents

01 > About Taylor Wessing

02 > Our Practice Areas

03 > Our Industry Groups

04 > Our Banking & Finance Practice

05 > Credentials

06 > Your Contact

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01 > About Taylor Wessing

“A responsive firm with excellent commercial acumen… Taylor Wessing is a firm acutely aware of its clients' needs.”Legal 500

“A powerful legal force in Europe with strong international links.”Legal 500

Lawyers Firm-wide > 31 March 2010

“Taylor Wessing is trusted by clients around the world to deliver success through an outstanding partner-driven service.”Legal 500

Taylor Wessing is a leading International law firm, based primarily in the UK, Germany, France and Belgium, with representative offices in Dubai, Beijing and Shanghai. We also have a well-established alliance with BSJP in Poland.

Our clients include leading financial institutions, major corporations, public sector bodies and wealthy individuals and families.

What makes us different is our forward-thinking approach to serving clients.

We think creatively about business issues and are constantly looking for new and better ways to add value. By doing this, we come up with truly innovative solutions that help to grow our clients’ business.

Our focus for the future is set firmly on those sectors that we believe are the industries of tomorrow: Technology, Communications and Brands; Life Sciences and Healthcare; Real Estate and Infrastructure; Energy and Environment; Financial Institutions and Services.

Partners Other Lawyers

UK 101 222

Germany 154 208

France 14 36

Belgium 5 5

UAE 4 17

China 5 8

TOTAL 779 Lawyers

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What makes us different to work with

The Difference What It Means For You

We are not just lawyers but business advisers

Our clients tell us that legal competence is only sustainable when it is supported by service excellence. We know that we have to be not only good lawyers but that to do that successfully, we must also understand your commercial drivers. You must be able to trust us to judge what risks you do not need us to tell you about, whilst at the same time protecting you in the areas that you do.

We will respect your [internal business customers] [project partners]

You need us to support your relationship with your [internal business partners] [project partners]. Whilst we will use our skill and expertise to help you deliver an agreement that reflects your drivers, we will not be pedantic or score points for the sake of it.

We will tell you what we think When there is no clear legal answer we will tell you what we think the answer is. We will not beat around the bush or caveat our advice – we will be straight with you.

We are here when you need us We recognise that one of your greatest needs may be for us to be available and you have a right to be demanding. We have thepeople and the technology to ensure you can get hold of us when you need us. We will:> discuss and agree with you service levels around availability and response times,> provide you with a dedicated team, with full contact details that will reflect your core practice areas, and > appoint a single relationship leader to manage the relationship.

We are in it for the long run so will invest in our relationships with you

We want to work with you for the long term and we know that this will only happen if we truly understand your business, your teams, how you like to work and what you want to achieve. We will work with you from the outset to gain this understanding. As part of our way of working we will:> Invest in workshops to gain an initial understanding of the businesses and their teams> Meet with you regularly to review how we are working with you and communicating with you> Review deals with you to ensure learning for future projects> Socialise with you (if you want to!), to develop further the working partnership.

We are like you We are an innovative, service-focused, energetic and collaborative firm and as such are able to anticipate and meet both your needs and those of your business partners. We are able to echo both yours and your business partners’ values.

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Our approach to delivering legal services

Law Firm of the Year 2009EmploymentLife Sciences and Healthcare

Nominated for Legal Adviser of the Year 2008 and 2009The Private Equity Awards

UK Contentious IP Firm of the Year 2009Managing Intellectual Property Awards

Technology, Media and Telecoms team of the Year 2008The Lawyer Awards

Chambers EuropeTop Ranking across Europe (2007/2008)

Succinct, pragmatic and timely

We recognise that we must understand our clients’ business drivers and develop appropriate legal solutions. We excel at providing advice that is succinct, pragmatic and timely, outlining at the outset what we think you should do. We do not communicate our advice through lengthy memoranda.

Timely and cost efficient Our fee structures are always clear and transparent. We aim to price fairly and cost-effectively, actively seeking appropriate costing solutions for our clients.

Team oriented Whilst encouraging individual flair, creativity and skill, we know our success in working with our clients depends heavily upon team collaboration to deliver their needs. We’re down to earth and our clients enjoy working with us, which is important when it comes to burning the midnight oil together before a deal signs.

Commercially astute Knowing the law is one thing, but understanding what is important to our clients is quite another. We recognise this and will work with you to ensure you achieve your aims.

Responsive You need us to respond to you, and quickly, and you have a right to be demanding. We have the people and facilities, which means you can contact us as soon as you need us.

Innovative, adaptive and flexible

We understand that we must continually adapt to changing markets and client demand, presenting proactive and often innovative solutions to difficult issues.

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> Banking and Finance > Capital Markets > Copyright and Media Law > Corporate > Commercial Agreements > Construction and Engineering > Employment and Pensions > EU Competition, Anti-trust and Trade > IT and Telecoms > Litigation and Dispute Resolution > Logistics and Transport > Patents > Pharmaceutical Law > Planning and Environment > Private Client > Projects > Real Estate > Restructuring and Corporate Recovery > Tax > Trade Marks and Designs

02 > Our Practice Areas

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Our intention is to be client-focused. Central to this approach is a real understanding of the industries in which our clients work and an appreciation of the issues and challenges those industries face. Through our industry groups we develop and share that knowledge and understanding.

03 > Our Industry Groups

> Energy and Environment > Financial Institutions & Services> Life Sciences and Healthcare> Real Estate and Infrastructure> Technology, Communications and Media

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04 > Our Banking & Finance Practice

Our international Banking & Finance Practice comprising lawyers from Germany, England, France and Belgium, offers extensive advice in all areas of finance and banking.

Our practice operates at both a national and international level and our clients include national and international banks, companies, investors and sponsors which gives us extensive knowledge of the different requirements of market participants. Our presence in the international financial centres of Frankfurt and London means that we can observe movements in the markets and advise on transactions accordingly.

We specialise in addressing the various interests of the parties concerned in the current political and commercial environment. It is always our objective to pragmatically pursue the aims of our clients which includes the prompt and cost-efficient structuring and implementation of financing transactions.

Our international presence and size enable us to create tailor-made teams for multinational transactions and to advise in various jurisdictions. According to the type of transaction to be financed, we are able to draw on the expertise of our lawyers from other practice areas such as corporate law, real estate law, insurance law, IT or tax law.

Our services include:

> Acquisition finance> General banking law / banking supervision law> Bonds> Asset-based lending> Asset finance> Derivatives> Factoring > Real estate finance> Islamic finance> Credit finance> Leasing> Mezzanine finance> Non-performing loans> Project finance> Restructuring and recapitalisation> Structured finance> Syndicated loans> Corporate loans> Securitisation

In a sector affected by significant market changes, the core strength of our international Banking & Finance group is its strong transactional practice, working in partnership with both lenders and borrowers. We have a heightened awareness of the commercial issues on both sides and are able to advise on the regulatory and political responses to these market changes. This means we are ideally placed to focus the parties on the key issues and manage a more efficient transaction process. We are also skilled in finding ways to restructure existing transactions that avoid losses to lenders, with new structures and investment vehicles to affect this in a tax-efficient way.

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Corporate and Acquisition FinanceA main area of our practice is advising on corporate financing as well as on the financing of acquisitions or take-overs of companies.

In the area of acquisition finance, we advise banks, companies and investors on leveraged buy-outs, including management buy-outs and buy-ins, venture capital financing as well as the financing of company acquisitions. Our expertise extends to all types of acquisition finance (senior, second lien, mezzanine, payments in kind (PIK) including capital market instruments such as high yield bonds where transaction require such instruments). Furthermore we also advise our clients on the refinancing of transactions and in connection with post-closing restructuring.

In the field of general corporate loans outside take-over structures, we support our clients with secured and unsecured syndicated or bilateral loans acting on behalf of the borrowers as well as the creditors.

Asset FinanceTaylor Wessing advises on the financing of large-scale commercial assets such as airplanes or containers as well as on the related leasing structures.

Real Estate FinanceAnother focus of our finance team is real estate finance. In this field we advise both banks and investors on the financing of commercial and non-commercial property portfolios. Our documentation is tailored to the current requirements of the market (syndications, securitisation, refinancing through bonds). In close cooperation with our colleagues from the real estate and tax law departments, we are able to make swift arrangements for the financing of large portfolios.

Project FinanceAlongside providing advice on all kinds of projects (infrastructure, renewable energy, cleantech etc.) Taylor Wessing also supervises their financing aspects and drafts and negotiates the credit documentation required on the market. The team-oriented approach and cooperation with other colleagues from Taylor Wessing ensures that we provide an efficient one-stop service.

Capital Markets and Structured FinanceOur expertise in the field of capital markets and structured financing covers the entire spectrum of bonds and bond issue programmes (CP, EMTN), convertible bonds, company bonds, securitisations (ABS, MBS) and derivatives.

Taylor Wessing has substantial experience in documenting, negotiating and closing all types of financing transactions, ranging from bilateral and syndicated lending, acquisition financing, project financing, real estate, investment & development financing and hotel financing to asset financing including aircraft and film financing and the structuring of closed-end and open-end funds.

04 > Banking & Finance - Overview of Areas of Expertise

"Especially active for both international investors and banks"Legal 500

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Restructuring and RecapitalisationWorking with specialists from our insolvency and corporate departments, we offer extensive advice on all aspects of recapitalisation and restructuring. We are specialised in the restructuring of debts in the context of out of court conversion of debts as well as all aspects of insolvency. We also advise on the sale and purchase of loan portfolios.

General Banking Law / Banking Supervision LawIn the field of general banking law we advise, banks, large companies and middle-sized companies on all issues of banking law. For a number of years, our finance team has successfully represented banking clients in proceedings before the courts. Furthermore, we advise on all issues of banking supervision law such as approval procedures, cross-border activities of banks and financial services providers, development of products being in line with banking supervision law, as well as outsourcing issues and advise on structuring of funds.

04 > Banking & Finance - Overview of Areas of Expertise

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Advising on financing the acquisition of the AFINUM Family fund portfolio

Advising on the acquisition and financing of a majority stake in the Budapest airport

Advising on refinancing the acquisition of the Holmer group by a consortium of banks under leadership of Rabobank

Advising Befeso Medio Ambiente, a company part of the Spanish ABENGOA group, in the acquisition of European B.U.S. group

Advising SEB AG on large number of financings

Advice on the financing of the acquisition of the CEDO group from Delton AG

Advising on a number of financing projects amongst others financing the acquisition of several office buildings through HSBC Amanat Global Properties Fund

Advising on numerous finance transactions

Advising on financing of an automobile supplier

Advising on financing of companies and acquisitions

Advising on financing of the acquisition of the SIM Security & Electronic System

Advising on a syndicated corporate loan

05 > Banking & Finance - Credentials

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Advising on financing a number of property portfolios

Continuous advising on a number of financing projects

Continuous advising on different financing projects

Advising the bank consortium on the acquisition and subsequent corporate loan of the Wolfkran Group

Advising the bank consortium on the structured financing of the development and reorganisation of the Allgäu Airport Memmingen

Advising on the refinancing of the company groups of the Deutsche Real Estate AG by ABM AMRO

Acting on various transactions

Acting on various transactions

Acting on various transactions

Advice with regard to the structured syndicated financing of the Kässbohrer group

Advice on project financing of ten photovoltaic plants in Italy (German financing through KfW loans)

Advising on a number of venture loans

05 > Banking & Finance - Credentials

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06 > Your Contact

Claus Goedecke became partner of Taylor Wessing in Frankfurt am Main in September 2003. His clients are domestic and foreign companies, bank and financial institutions. He advises on a broad range of financing transactions, especially relating to acquisition finance, property finance, structured finance and capital markets.

Claus Goedecke studied law at the University of Kiel. After his Second Legal State Exam, he began his career as in-house-counsel with Citibank AG in Frankfurt am Main in 1993 where he advised in particular the corporate/structured finance and capital market group. From 1998 to 2003 Claus worked as a lawyer and partner respectively in the Frankfurt office of two leading international law firms.

Claus Goedecke is a member of the Bankrechtliche Vereinigung and the International Bar Association.

Prof. Dr. Jörg Kupjetz became partner of Taylor Wessing in Frankfurt am Main in April 2008. His clients are German and foreign banks, financial institutions and investors. He advises on a broad range of financing transactions, especially relating to acquisition finance, project finance, property finance and structured finance.

Jörg Kupjetz studied law at the universities of Osnabrück, Heidelberg and Los Angeles and has been promoted to Dr. jur. at the university of Heidelberg. After his Second Legal State Exam he worked as a lawyer in the Frankfurt office of two leading international law firms, Jörg Kupjetz has been seconded to an internation investment bank in London. He has received a diploma in bank business administration and has been qualified as a solicitor in England and Wales.

Jörg Kupjetz has published a number of articles in professional journals and is professor of the Fachhochschule Frankfurt. He is a member of the Bankrechtliche Vereinigung, the Gesellschaftsrechtliche Vereinigung and the German-American Lawyers' Association.

Contact DetailsT: +49 (0)69 97130-257 E: [email protected]

Claus GoedeckePartner, Frankfurt

> Banking & Finance

Prof. Dr. Jörg KupjetzPartner, Frankfurt

> Banking & Finance

Contact DetailsT: +49 (0)69 97130-333 E: [email protected]

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Office details

Representative offices Associated offices

BeijingUnit 1503, Tower 2, Prosper Center No. 5, Guanghua RoadChaoyang DistrictBeijing 100020T. +86 10 8587 5886F. +86 10 8587 5885

Shanghai Unit 1509, United PlazaNo. 1468, Nanjing West RoadShanghai 200040T. +86 21 6247 7247F. +86 21 6247 6248

BSJP Legal WarsawAl Armii Ludowej 26 PL-00-609 WarsawT. +48 (0) 22 579 89 00F. +48 (0) 22 579 89 01

BerlinEbertstraß5 15 10117 BerlinT. +49 (0)30 88 56 36 0F. +49 (0)30 88 56 36 100

BrusselsTrône House4 Rue du Trône1000 BrusselsT. +32 (0)2 289 6060F. +32 (0)2 289 6070

Cambridge24 Hills RoadCambridge, CB2 1JPT. +44 (0)1223 446400T. +44 (0)1223 446401

DubaiP.O. Box 33675 28th Floor Al Moosa Tower IISheikh Zayed RoadDubai, United Arab EmiratesT. +971 (0)4 332 3324F. +971 (0)4 332 3325

DüsseldorfBenrather Straße 1540213 DüsseldorfT. +49 (0)211 83 87 0F. +49 (0)211 83 87 100

Frankfurt a.M.Senckenberganlage 20-2260325 Frankfurt a.M.T. +49 (0)69 971 30 0T. +49 (0)69 971 30 100

HamburgHanseatic Trade Center Am Sandtorkai 4120457 HamburgT. +49 (0)4 0 36 80 30F. +49 (0)4 0 36 80 3280

London5 New Street SquareLondon EC4A 3TWT. +44 (0)20 7300 7000F. +44 (0)20 7300 7100

MunichTürkenstraße 16 80333 MunichT. +49 (0)89 2 10 38 0F. +49 (0)89 2 10 38 300

Paris42 avenue Montaigne75008 ParisT. +33 (0)1 72 74 03 33F. +33 (0)1 72 74 03 34