This publication demonstrates where and how CMS works across a number of practices, industry sectors and countries to provide high-quality advice in more European jurisdictions than any other legal services provider. It shows how CMS understand clients, their businesses and the legal landscape in which they operate. And it documents how CMS can coordinate complex transactions across borders - no easy task when you consider Europe\'s diverse jurisdictions.

1. Annual Review
2010–2011

2. OVERVIEW
CMS aims to be recognised
as the best European provider
of legal and tax services
54
KEY FACTS
36
Number of new CMS partners Offices
e 766.4m CMS 2010 turnover
48
Cities
57%
International CMS pitches won
29
Countries
6
Average number of countries covered
in each CMS international pitch
770
Partners
>2,800
Lawyers
>5,000
Total employees

3. A SINGLE ORGANISATION
Aberdeen
Edinburgh Moscow
Hamburg
Amsterdam Berlin
London Utrecht Warsaw
Leipzig
Bristol Antwerp Duesseldorf Dresden
Cologne
Brussels Frankfurt Prague
Luxembourg Kyiv
Paris Stuttgart
Strasbourg Munich Vienna Bratislava
Zurich Budapest
Lyon Ljubljana Zagreb
Milan Belgrade Bucharest
Sarajevo
Sofia
Rome
Tirana
Madrid
Seville
Rio de Janeiro
Marbella Algiers Buenos Aires
Montevideo
Beijing
Casablanca Shanghai
CMS brings together nine NEW OFFICES
European law firms in a
unique structure that creates CMS opened a new office in Luxembourg on We are pleased to announce our cooperation
a ‘one-firm’ approach for 1 January 2011, following a merger with a agreement with leading Portuguese law
clients who require legal well-established local firm. Our CMS team in firm Rui Pena, Arnaut & Associados (RPA).
Luxembourg advises on all areas of business We have been working with RPA for some
and tax services in multiple law with particular focus on Corporate, M&A, time on cross-border deals and have been
jurisdictions. Each firm is Banking & Finance and Tax. providing referrals to each other. Together,
a leader in its own market RPA and our Spanish firm are implementing
We also opened a new office in Tirana, a strategy for Iberia.
with a history going back
Albania, in 2011. The Tirana office is made
many years. up of the Managing Partner, Marco Lacaita Taken together, the three newest additions
and seven lawyers. The office is recognised add further capability to our extensive
as a leader in its market. presence in Europe, supported by deep
local expertise in each market in which
we do business.
01

4. OVERVIEW
ABOUT US
Distinctively European
We have created a single organisation by bringing
our people together to share deep local expertise
and unparalleled cross-border knowledge.
30 ENERGY
TAX 12
24 INFRASTRUCTURE
& PROJECT FINANCE
BANKING & FINANCE 08
High-quality advice Cross-border coordination
Clients benefit from highly trained lawyers and CMS is a joined-up organisation committed to
tax advisers who understand the law and the high standards of service. This means that clients
legal landscape in the jurisdictions where they have access to expertise across Europe delivered
operate. Clients get straightforward legal advice, through a single point of contact.
free from jargon.
Most extensive presence Deep local expertise
CMS is an organisation with a presence in all the Our firms have been in their local markets for
major business centres across Europe. This means decades or even centuries and are immersed in
that clients have access to high-quality expertise the local culture, meaning that our clients receive
wherever they need it in Europe. high-quality advice in the local context.
CMSLEGAL.COM/ABOUTCMS
02 CMS ANNUAL REVIEW 2010–2011

5. CONTENTS
26 LIFESCIENCES
04 Introduction
06 Corporate
08 Banking & Finance
10 Competition
12 Tax
14 Private Equity
16 Dispute Resolution
18 Real Estate & Construction
20 Insurance
22 Employment & Pensions
24 Infrastructure & Project Finance
26 Lifesciences
28 Intellectual Property
30 Energy
32 Technology, Media & Telecoms
34 Consumer Products
36 Hotels & Leisure
38 Emerging Markets
39 Client Services
40 Our People
42 Corporate Social Responsibility
INTELLECTUAL 32 TECHNOLOGY, 44 Governance
PROPERTY 28 MEDIA & TELECOMS
EMPLOYMENT
& PENSIONS 22
Industry specialists
CMS lawyers and tax advisers understand their
business and the wider industry. We speak our
clients’ language and provide advice in the
context of their business objectives.
Strong, trusted relationships
Our teams build strong relationships above and
beyond the matter at hand. We give proactive
advice and useful information on issues related
to our clients’ business.
03

6. INTRODUCTION
Welcome to our first
CMS annual review
M
ilestones are important in the life This publication demonstrates where Ultimately, our clients will decide whether
of any organisation. They help us and how CMS works across a number of we are the best European provider of legal
gauge how we are growing practices, industry sectors and countries and tax services, and we take every
and changing, and how we are performing to provide high-quality advice in more opportunity to ask, listen and respond to
by reference to our stated goals and European jurisdictions than any other them. We hope that the following pages will
aspirations. It is why we decided to publish legal services provider. It shows how we help you understand CMS better – giving you
a snapshot of CMS, based on what we have understand our clients, their businesses and a sense of where we’ve come from and the
done over the past 12 months. the legal landscape in which they operate. values that shape where we’re going. As
And it documents how we can coordinate always, if you have any questions or thoughts,
For more than a decade, CMS has been complex transactions across borders – we hope you’ll get in touch.
working towards becoming the best no easy task when you consider Europe’s
European provider of legal and tax services. diverse jurisdictions.
Drawing on the experience and know-how of
nine leading European firms, we have been It also showcases our people. It explains
creating an organisation unmatched in our how we work to find innovative solutions
breadth and depth across Europe and our for clients, how we train and develop
service delivery to clients. together and how we are using our expertise Cornelius Brandi
and time to improve the communities where Chairman of the Executive Committee
we do business. cornelius.brandi@cmslegal.com
04 CMS ANNUAL REVIEW 2010–2011

7. CMS EXECUTIVE DIRECTOR MANAGING PARTNERS
Matthew Gorman Pietro Cavasola Carlos Peña Boada Pierre-Sebastien Thill
Contact CMS Adonnino Ascoli CMS Albiñana & CMS Bureau
matthew.gorman@cmslegal.com & Cavasola Scamoni Suárez de Lezo Francis Lefebvre
Head Office: Rome Head Office: Madrid Head Office: Paris
Contact Contact Contact
pietro.cavasola@cms-aacs.com carlos.pena@cms-asl.com pierre-sebastien.thill@cms-bfl.com
Duncan Weston Stanislas van Wassenhove Dolf Segaar
CMS Cameron McKenna CMS DeBacker CMS Derks Star Busmann
Head Office: London Head Office: Brussels Head Office: Amsterdam
Contact Contact Contact
duncan.weston@cms-cmck.com stanislas.vanwassenhove@cms-db.com dolf.segaar@cms-dsb.com
Patrick Sommer Hubertus Kolster Peter Huber
CMS von Erlach Henrici CMS Hasche Sigle CMS Reich-Rohrwig Hainz
Principal contact for
company information Head Office: Zurich Head Office: Berlin Head Office: Vienna
info@cmslegal.com Contact Contact Contact
+49 69 717 01-500 patrick.sommer@cms-veh.com hubertus.kolster@cms-hs.com peter.huber@cms-rrh.com
05

8. CORPORATE
INSIGHT
Supporting
increased Europa verzeichnete
im Jahr 2010 einen
cross-border stabilen Aufschwung
M&A activity
“Broad recovery in Europe was
well established during 2010”
T
he European M&A market is “The study allows our clients to follow trends Meanwhile, US corporates have a renewed
gathering steam, according to to see if deal points are more in favour of the appetite for European opportunities, and
the latest CMS European M&A seller or the buyer,” says Thomas Meyding, the private equity sector is also much more
Study, published in May 2011. Head of our Corporate group. “After 2007, buoyant after a very subdued 2009.
it was a seller’s market; in 2009 there was
The report, now in its third year, provides a shift to more buyer-friendly conditions; CMS is well placed to advise clients who
a useful annual reference point for now it’s somewhere in the middle.” are pursuing an acquisitive strategy. Our
businesses as well as M&A professionals team, comprising more than 600 M&A
looking to keep up to speed with market Meyding says broad recovery in Europe was lawyers, has handled more than 1,000
trends. The most comprehensive study well established during 2010, though completed transactions over the past four
of its kind in Europe, it considers the deal Germany lagged behind, only reviving in years. “We aim to help clients achieve their
points that are usually heavily negotiated the last quarter of the year. Highly motivated commercial objectives rather than being
in M&A deals, including MAC (material M&A players now consider even major just legal advisers,” says Meyding.
adverse change) clauses, purchase price acquisitions to be within reach and there
adjustments and warranties. is rising competition for takeover targets.
CMSLEGAL.COM/CORPORATE
06 CMS ANNUAL REVIEW 2010–2011

9. TRANSACTION TRANSACTION
Integration across the globe Helping Lloyds TSB
reach for the Sky
A complex transaction requiring a German One of the conditions of the deal was that the We advised Lloyds TSB Development Capital,
venture capital fund to be transferred to Germany-based fund would be incorporated the private equity arm of Lloyds Banking
Guernsey highlighted the cross-border in Guernsey. A team from Germany led by Group, on its £100m acquisition of Easynet,
abilities of our M&A experts. Thomas Meyding, Head of our Corporate the global provider of managed solutions
group, and Maximilian Grub, advised the and business connectivity services, from
The deal, completed in January 2011, saw Holtzbrinck Group on the M&A part of the British Sky Broadcasting Group (BSkyB) plc.
US private equity investor HarbourVest deal, while a team from London, led by
Partners LLC welcomed as a co-investor in Christopher Southorn, advised on Led by James Grimwood, Corporate partner
the Georg von Holtzbrinck publishing fund formation and related questions. in London, the high-profile deal required
group’s venture capital arm. local expertise in corporate, competition,
“It was very challenging,” recalls Meyding. TMT (Technology, Media and Telecoms),
Together the partners have launched “It brought together three worlds: a media banking and finance and tax, with input
a €177m fund, HV Holtzbrinck Ventures publishing house, a major investor specialising from lawyers and tax advisers in Belgium,
Fund IV L.P., to invest in digital and in secondaries and, last but not least, a France, Germany, Italy, The Netherlands,
internet enterprises. German management team.” Spain, Switzerland and the UK.
Advising L’Oréal on plant sale The sale enables L’Oréal, a leading global
beauty brand, which maintains the Sanoflore
We advised L’Oréal group on the sale brand and the plant’s R&D unit, to focus on
of Sanoflore’s plant, which specialises research, global brand development and
in biocosmetics, aromatherapy and herbal marketing activities.
medicine products, to Fareva SA. This French
family group specialises in household, Led by Philippe Rosenpick, Corporate
industrial, cosmetic, pharmaceutical and partner in Paris, the deal required
food products, and this purchase means coordination of several services,
that it will consolidate its position in the including corporate, contract, tax
field of bio-products. and labour law.
RANKINGS
1st in Europe:
2010 Bloomberg,
Q1/2011 Bloomberg
1st in Germany:
2010 Mergermarket (German M&A Roundup),
Q1/2011 Mergermarket,
Q1/2011 Bloomberg
1st in France:
2010 Bloomberg
1st in CEE:
2010 Bloomberg,
Q1/2011 Bloomberg,
Q1/2011 Mergermarket
1st in UK:
Q1/2011 deals completed, Thomson Reuters
1st in Eastern Europe:
Q1/2011 deals announced and completed,
Thomson Reuters M&A Emerging Markets
1st in Benelux:
Q1/2011 Bloomberg
(Rankings are by deal count)
CMS Corporate team meets
in Zurich, April 2011
07

10. BANKING & FINANCE
CLIENT SERVICES
Experts in navigating
cross-border insolvencies
T
he economic turbulence of the “The result is, we hope, a very useful point
past few years means that many of reference for clients assessing their
multinational companies and their options and key risks in each of the 21
stakeholders are facing the future with new different jurisdictions we have covered.”
priorities and concerns. When they do seek
restructuring and insolvency advice, they Jan Willem Bouman, partner in Utrecht, adds:
find that each jurisdiction has its own “The genesis of the guide was a desire to distil
laws and that coordination among them the laws and regulations affecting businesses
can be challenging. in distress across different European
jurisdictions, with the objective of making it
The CMS Guide to Restructuring, Insolvency easier for clients to assess the alternatives for
and Distressed Debt Trading, published in restructuring such businesses. I have
February 2011, provides a comparative absolutely no doubt that the guide achieves
analysis of certain key areas of law and that objective and will quickly become an
procedure for those involved in or affected indispensable aid to those working in the
by financial distress of a corporation and distressed sector across Europe.”
the trading of distressed debt across Europe.
It also provides an overview of the latest Our expertise lies in implementing insolvency
position on international governance of proceedings across jurisdictions, despite the PUBLICATIONS
insolvency proceedings, in the form of the absence of a unified legal context. When
EC Regulation on Insolvency Proceedings Lehman Brothers announced its bankruptcy in
and the UNCITRAL Model Law. 2008, for example, Frankfurt-based partner
Michael Frege became responsible for the
Martin Brown, partner in the Restructuring administration of Lehman Brothers Bankhaus
and Insolvency Group in London, AG, Lehman’s German business. In Frankfurt,
comments: “We wanted to put together many CMS partners and associates from the CMS Guide
to Restructuring,
a guide that answered, as a matter of the Insolvency and Banking departments are now Insolvency and
local law, the kinds of question that are part of the team working on insolvency Distressed
typically raised by clients who are looking proceedings for the worldwide assets of the Debt Trading
to realise or preserve value in a distressed German subsidiary of Lehman Brothers,
situation or who are otherwise affected including three Bankhaus branches in London,
by the threat of potential insolvency. Milan and Seoul. CMSLEGAL.COM/NEWSMEDIA/PUBLICATIONS
08 CMS ANNUAL REVIEW 2010–2011

11. INSIGHT
After the crisis: working
together on the EU Market
Abuse Directive
Wij houden onze
cliënten continu
volledig op de
hoogte van alle
ontwikkelingen
in Europa
“We can keep our clients fully
informed about what’s happening
elsewhere in Europe”
CMS launches online “Since the financial crisis, there has been regulators, making us perfectly placed to
an incredible political will to get things tell clients how reforms could affect them.
real estate finance guide
done,” says Ash Saluja, Banking & Finance
partner in London. New institutions are “The public consultation on a revision of
With more comprehensive security being created and a stream of new the Market Abuse Directive shows us how
packages now required for loans in requirements and obligations is being issued differences in interpretation of certain key
Europe’s real estate sector, it is becoming from Brussels. The result is that European concepts affects the application of market
increasingly important for lenders to financial services are being transformed – abuse rules in the different EU member
have a thorough understanding of their and we are leading the way in interpreting states,” says Harold Tuinstra, partner in
borrowers’ structures and security from the new landscape. Amsterdam. “This underlines the importance
a commercial and legal perspective. of cooperation and consultation across
The launch of CMS’ interactive online A key part of the drive towards legal CMS in order to create added value
Guide to Real Estate Finance, aimed at convergence is the Market Abuse Directive, for our international clients.”
a European audience, is a timely response first adopted in 2003, which tackles market
to this trend. Divided into three sections manipulation and insider dealing in EU “For example, if you are in London lobbying for
– mortgages, security over shares and countries. The aim of the directive is to a specific change, and you find out that French
leases – the guide provides clear make market regulation more effective banks have been lobbying for something else,
explanations about how lenders can and consistent so that EU member state you will want to understand where they are
take security over real estate and details markets can occupy a level playing field. coming from,” says Saluja. “At CMS, we talk to
options for enforcement. It provides one another constantly. This means that we
a useful tool for anyone involved with In late 2010, the European Commission can keep our clients fully informed about
or interested in real estate finance. completed a public consultation on a review what’s happening elsewhere in Europe –
of the directive. Our firms have local lawyers and why it’s happening – so that they are
in each jurisdiction who are in touch with local best placed to make the right decisions.”
RESOURCES
Real Estate Finance:
http://real-estate-finance.cmslegal.com
CMSLEGAL.COM/BANKING–FINANCE
09

12. COMPETITION
TRANSACTION CLIENT SERVICES
CMS advises on Keeping clients
seven-jurisdiction in the know
transaction
Throughout the last year our Competition
group has taken a proactive approach to
keeping clients abreast of significant
changes in competition law.
W
e advised Japan-based We helped Mori Seiki structure the CMS Competition Conference 2011
engineering technology deal to minimise the regulatory burden, Our Competition group and the
firm, Mori Seiki, on a complex ultimately securing regulatory approval EU Law Office organised a high-level
seven-jurisdiction transaction involving in Italy, Germany and Austria and avoiding international conference in Brussels.
the acquisition of an increased shareholding the need for merger filings in Poland, It brought in-house counsel from leading
in German firm DMG (Gildemeister), one Russia, Turkey and Greece. businesses including Nestlé, Procter &
of its competitors. In 2009 Mori Seiki Gamble and Coca-Cola together with
entered a 5% cross-shareholding “It was vitally important that we could senior officials from the European
agreement with DMG (Gildemeister). A year call on skilled competition lawyers in each Commission, the EU courts and national
later, in 2010/2011, CMS helped Mori Seiki jurisdiction through our Competition competition authorities. The conference
increase its holding in DMG (Gildemeister) group,” recalls Kahlenberg. “With featured expert panel sessions on merger
to 20.1%, a transaction that raised complex complicated transactions, you need control, collective redress and economics
merger-control issues in seven jurisdictions. to know one another well.” and competition law. In the evening, there
was a reception organised by Andreas
“Both companies are the leading Our 140-lawyer Competition team meets Schwab, Member of the European
manufacturers in their fields and there annually for joint training weekends and Parliament, with an address by EU
is some overlap in their product portfolios,” collaborates throughout the year on cross- Competition Commissioner Joaquín
explains Harald Kahlenberg, Head of our border transactions and knowledge sharing. Almunia. “The feedback was extremely
Competition group, who led the team “The information that was obtained in each encouraging. Attendees particularly
coordinating the transaction. “However, jurisdiction was immediately shared with the liked doing the conference in a panel
it was unclear whether Mori Seiki acquired rest of the team, making the process discussion format,” says Michael Bauer,
control over DMG (Gildemeister) and, smoother and more efficient,” he says. partner in Brussels. “It was a big success –
therefore, whether the transaction qualified and it will be continued.”
as a notifiable merger.”
CMS working group on collective redress
At the end of April 2011, a working group
within our Competition group, together
with members of our Dispute Resolution
Group, submitted a paper to the public
consultation on collective redress
organised by the European Commission.
The Commission believes there is a trend
towards mass claims. Expanding mass
consumer markets create high potential
for large groups of consumers being
harmed by the same or a similar illegal
practice, such as a cartel. Our working
group commented on the Commission’s
questions about ways to ensure that such
consumer mass claims are solved. Collective
redress could be a means to handle this
type of claim. Our working group on
collective redress brings together our
specialists who are most experienced in
this field; their aim is seamless collaboration
for the benefit of our clients.
10 CMS ANNUAL REVIEW 2010–2011

13. The CMS Competition
Conference 2011 was
held in Brussels
AWARDS
CMSLEGAL.COM/COMPETITION-EU
Finance Monthly:
Best Spanish Law Firm
(EU Law) 2011
Guide makes comparison easy
With more than 300 pages and an
accompanying CD-ROM, our fourth
CMS Guide to Merger Control in Europe
is a comprehensive look at EU merger
control law, as well as the merger control
regimes in 43 European jurisdictions. “Most
In unserer Arbeitsgruppe European jurisdictions have implemented a PUBLICATIONS
für kollektive Regress- merger control regime, but the details vary
significantly among countries, and some
ansprüche arbeiten die aspects – such as the thresholds at which a
erfahrensten Fachkräfte merger filing is required – change frequently,”
explains Harald Kahlenberg, Head of our
dieses Spezialgebietes Competition group. “Each jurisdiction’s
zusammen entry in the guide answers the same basic
questions, in order to provide easy
CMS Guide to Merger
Control in Europe
comparison across jurisdictions. The CD-ROM
“Our working group on collective provides more detailed information for each
redress brings together our country.” The report has been circulated to
specialists who are most more than 5,000 clients and other businesses
experienced in this field” across Europe. CMSLEGAL.COM/NEWSMEDIA/PUBLICATIONS
11

14. TAX
CLIENT SERVICES
Our market-leading Transfer Pricing
practice is dedicated to tax efficiency
R
egulations surrounding international Our team has experts in every CMS jurisdiction We can also call on the expertise of an internal
Transfer Pricing (TP) – the prices that who can advise on local legislation and provide team of economists based in the Paris office,
parts of multinational companies charge sector expertise. “We can put together a which gives us even greater reach. Nadia Sabin,
one another for goods and services – have dedicated team for each client, with the TP who is qualified as both an economist and a
become more complex and strictly enforced expert in each country carrying out the local lawyer, is part of this team. “TP is an economic
in recent years. At CMS, we have responded work and a central team in the client’s home issue with tax implications,” she explains.
by developing a market-leading TP practice jurisdiction coordinating,” explains Nick Foster- “Developing a TP policy means assessing the
with dedicated expertise in almost every Taylor, Head of the UK TP team. “We’ve market price for goods and services. Your task
European jurisdiction. carried out a process of education to ensure is to convince the tax authorities that the prices
that there is a partner in every CMS jurisdiction you’ve set reflect the reality in the market.”
TP rules require transfers of goods and with a high degree of knowledge about
services between subsidiaries of a company TP issues. We recently brought all the TP This can involve anything from comparing
to be charged at market price or the specialists together for a seminar in Paris competitors’ prices to more distinctive
equivalent. “A whole host of factors affect to discuss ideas and compare the technical techniques such as game theory – all
the appropriate price: when you sell a details of different regimes.” of which we use proactively to provide
product, when the legal title is transferred, high-quality, specialist advice to our clients.
how the price is paid and the risk of Our TP work is not merely cross-border but
transportation,” says Stéphane Gelin, also cross-practice. “It’s a very commercially
a Paris-based partner specialising in Transfer oriented area, as the development of a TP
Pricing. “The aim is to establish a policy that policy for a client involves analysing their
is compatible with the principles of the law, business as well as knowing the law,” says
while remaining as tax-efficient as possible.” Foster-Taylor. CMSLEGAL.COM/TAX
12 CMS ANNUAL REVIEW 2010–2011

15. Cross-border advice
and local expertise
With more than 350 lawyers providing PUBLICATIONS
specialist tax advice to clients in all our 29
jurisdictions, CMS assists clients throughout
Europe and further afield in countries such
as China, Algeria and Morocco. L’objectif est d’instaurer
Our teams not only have deep expertise in
un processus qui
tax law, but also a strong background in respecte la loi tout CMS Tax Connect:
Transfer Pricing edition
corporate and commercial law and in key
business sectors. We are regularly rated by
en permettant une
national and international industry guides optimisation fiscale
among the best in the industry. Our clients
deal with national and international tax
issues on a daily basis, against an increasingly “The aim is to establish a policy that is CMSLEGAL.COM/NEWSMEDIA/PUBLICATIONS
complex legal background. “Our tax practice compatible with the principles of the law
is structured around a number of specialist while remaining as tax-efficient as possible”
areas, in particular VAT, transfer pricing and
EU tax law. In each area, we favour an
integrated pan-European approach to the
issues our clients face, so we can deliver the
best quality service,” says Stéphane Austry,
Head of the Tax Group.
The CMS Tax team at an internal training
event and workshop in France, May 2011
AWARDS
Leaders League:
Best team in two categories:
Taxation and Transactional
Taxation (France) Silver 2010
13

16. PRIVATE EQUITY
Tempi stretti ci
hanno spinto
a concentrare
immediatamente
gli sforzi sulla AWARDS
due diligence
Unquote” Private Equity Awards:
Law Firm of the Year (Germany) 2010
“Tight timescales required us to
Law Firm of the Year (CEE) 2010
go headfirst into due diligence”
14 CMS ANNUAL REVIEW 2010–2011

17. TRANSACTION CLIENT SERVICES
Getting the The CMS flying
squad takes off
chemistry right
CMS advises private equity firm
BC Partners in a triple acquisition
J
anuary 2010 was a particularly busy period We guided BC Partners through the entire Private equity has long been an area of
for more than 100 CMS lawyers around process, from financing to competition strength for CMS. In 2010, our emerging
Europe who were involved in a highly approval. “There was work to be done in markets practice was bolstered by the hire
complex triple acquisition by German private 22 different jurisdictions,” recalls Simmat. of a seven-member team. Nicknamed the
equity firm BC Partners. During a few days “Our team included more than 50 lawyers ‘flying squad’, the team is based in London
between New Year’s Eve and mid-January, in Germany, 11 in Switzerland and 13 in and Central and Eastern Europe, and travels
BC Partners finalised the acquisitions of Italy, and it was important that the client extensively to support its clients, which
FutureLAB, a medical laboratory company could feel they were dealing with one firm. include Advent International, Citi Venture
based in Vienna, Austria, and 40% of Synlab, We had daily teleconferences among the Capital International and Ethemba Capital.
a similar company based in Augsburg, different teams to make sure we were all in
Germany. A few days later, our team also agreement about procedural matters, such Partners Alexandra Florea, based in
completed BC Partners’ acquisition of Fleming as how documents should be structured Bucharest, and Ted Cominos, based in
Labs in Brescia, Italy. and what BC Partners’ strategic priorities London, spent two years as investment
for the transaction were.” principals with an emerging markets-focused
“In the space of 10 days, we had large private equity fund before joining us in 2010.
closings in four countries,” recalls Udo “We have dealt with CMS many times “The opportunity to reunite our old ‘flying
Simmat, a partner in Stuttgart who led the before and their ability to handle squad’ team was too tempting to pass up,”
cross-border team that worked on the deals. multijurisdictional transactions impressed says Cominos. “The choice of CMS was a
“We’d been working on it for almost a year.” us deeply,” states Michael Wunderlich, no-brainer: no other legal adviser has the
the partner at BC Partners who was international dimension we need to
Rome-based partner Pietro Cavasola explains responsible for the transaction. operate, along with a strong existing
that in Italy, “tight timescales required us to “The cooperation among CMS was private equity practice.”
go headfirst into the due diligence of the six truly seamless and professional, and
companies to be acquired, which had to be contributed significantly to the success The team is working on major transactions
carried out in nine days”. of the transaction.” for several leading industry clients.
Healthcare is a particularly active sector. “In
times of economic difficulty, clients look for
investments that will see significant demand
in both boom and lean times. Healthcare is
a classic example of this,” Florea says.
The team operates as a ‘virtual office’ within
CMS, enabling it to work seamlessly across
our locations. “Because CMS works in
jurisdictions few others do, including Croatia
and Serbia,” Florea explains, “we benefit
CMSLEGAL.COM/PRIVATE–EQUITY from unparalleled local knowledge.”
15

18. DISPUTE RESOLUTION
CLIENT SERVICES
Arbitration
connections
The CMS International Arbitration Group (IAG) continues The Netherlands – Austria
to make its mark as a major force in arbitration. In 2010 We worked together in Amsterdam and
it ranked as the sixth most active international arbitration Vienna as co-counsel for a US respondent in
group in Global Arbitration Review (GAR 100). International a large ICC arbitration in Vienna regarding
arbitration requires well-rounded international lawyers an oil drilling dispute, dealing with issues of
working together; this is a glimpse of how our IAG did it. jurisdiction and Dutch substantive law.
UK – Switzerland
Our team in London, with the Swiss team in Zurich,
worked on an international price review arbitration
with a value of $800m. The seat of the arbitration
was Geneva and the applicable rules were the
UNCITRAL Rules. The claim was led from London by
the highly regarded energy disputes team, while
the Swiss team supported on procedural law issues.
France – UK LONDON
Teams from London and Paris joined forces on AMSTERDAM
a €60m dispute. Despite English law being of
primary relevance, the dispute was subject to
arbitration in Paris and required a combination
of ICC expertise from both offices.
PARIS
COLOGNE
UK – Bulgaria
In London, our team worked with colleagues from Sofia
on two arbitrations with a combined value of more
than €150m, one under English law and one multi-party
ICC arbitration under Bulgarian law with the seat of the
arbitration in Sofia with hearings at The Hague. ZURICH
This claim involved a hotly contested preliminary issue
regarding assignment of an arbitration agreement
and the proper parties to the arbitration.
Switzerland – Germany
PUBLICATIONS In Zurich, a team collaborated
with colleagues in Cologne to
advise on the joining of third
CMS Guide to Arbitration
A fully updated version of the CMS Guide to parties to arbitral proceedings
Arbitration will be published in 2012. Register your under Swiss procedural law.
interest by emailing arbitration@cmslegal.com
You can view the current edition at
WWW.CMS-ARBITRATION.COM
16 CMS ANNUAL REVIEW 2010–2011

19. CMS Arbitration lawyers in GAR (Global Arbitration Review) 100
Amsterdam Arno Moret, Mark Ziekman Moscow Sergey Yuryev
Brussels André Lombart Madrid Carlos Aguilar Fernández, César
Bucharest Gabriel Sidere Albiñana Cilveti, Javier Torre de Silva,
José Luis López Sánchez
Cologne Torsten Lörcher
Munich Armin Dürrschmidt, Klaus Sachs
Kyiv Olexander Martinenko
Rome Paola Ghezzi, Laura Opilio
London Rupert Choat, Ben Holland,
Stephen Netherway, Guy Pendell, Vienna Daniela Karollus-Bruner
Henry Sherman Zurich Damiano Brusa, Hans Wille,
Beat von Rechenberg, Jodok Wicki
Hans-Jürg Schürmann
CMSLEGAL.COM/DISPUTE–RESOLUTION
Russia – UK
Teams in Moscow and London worked on
MOSCOW
a $50m dispute involving a large property
developer in Russia under a turnkey contract,
with the seat of the arbitration in Stockholm.
Austria – Russia
We advised the client on its long-term
In Austria, we were involved in several
pre-dispute conduct, in order to put it in the
international arbitrations involving
best possible position for the arbitration.
Russian parties, working with colleagues
in Moscow. We also bucked the trend
by successfully enforcing a Vienna
arbitration award in St Petersburg.
Germany – Austria – UK
Head of the CMS IAG Torsten Lörcher, together with CMS’
leading international arbitrator Klaus Sachs, led a delegation of
VIENNA
CMS arbitration lawyers from across CMS to Vienna for the world-
famous Vis Moot student competition. CMS sponsored many
student teams to take part in the 2010 event, attended by more
than 1,500 students from 253 universities. Highlights of the week-
long debating competition included the CMS students’ reception
BUCHAREST
and the main reception at the Residence of the British Ambassador,
hosted by CMS and the Chartered Institute of Arbitrators.
Bulgaria – Romania – UK
SOFIA In Bulgaria, a team worked together with
Bucharest and London on an investment
treaty dispute, in which CMS acted as counsel
to international investors in the context of
a circa €50m BIT investment arbitration claim
against the Government of Bulgaria, arising
out of the termination of a concession
agreement in the waste management sector.
17

20. REAL ESTATE & CONSTRUCTION
INSIGHT
Building a sustainable
future in The Netherlands
I
s sustainable building the future of real increase and protect the sustainability We are the first in The Netherlands to
estate? “Research is beginning to show of the building,” says Ambergen. recommend green lease agreements to
that after 10 years, a sustainably built our clients. In doing so, we could pave
and maintained building is worth more However, without mutual benefits, parties the way towards a European sustainable
than a standard building,” says Willie will not agree to the addition of a green building revolution. “Since we have such
Ambergen, Tax partner in Utrecht. paragraph to a standard lease. “The deep foundations in every European
challenge is to design contractual jurisdiction,” says Ambergen, “we wanted
But how do you make buildings sustainable mechanisms that ensure that both tenant to start a pan-European drive towards
from a legal perspective? It starts with and landlord have a financial incentive to sustainable building through our work.”
turning normal lease agreements into green reduce their emissions and energy and water
lease agreements. This involves inserting use,” says Arnout Scholten, Real Estate “In doing so,” Scholten adds, “we draw on
extra clauses that recognise environmental partner in Utrecht. But every lease situation our experience and knowledge across the
practices and technologies and minimise is different. And using the experience of European jurisdictions.” Having looked for the
the impact of energy, water and waste. previous lease transactions, we can draft best way to do this, the Dutch team decided
“These additional clauses mean that both a tailor-made solution, balancing the that the insertion of additional paragraphs
landlord and tenant will be encouraged to interests of the parties involved. into standard lease agreements, in which
CMSLEGAL.COM/REAL-ESTATE-CONSTRUCTION
AWARDS
Juve:
Real Estate Law Firm of
the Year (Germany) 2010
CMS Real Estate team collaborates
in Madrid, April 2011
18 CMS ANNUAL REVIEW 2010–2011

21. FUNDS
CLIENT SERVICES
CMS collaborative investor group
plays key role in EU consultation
tenants and landlords mutually agree The new Alternative Investment Fund “The directive extends regulatory reach to
to green obligations, was something that Managers Directive is aimed at regulating activities that were previously unregulated and
could be coordinated on a Europe-wide the activities of fund managers who market sets specific rules for the activities of custodians,
basis. This Dutch initiative has recently or manage alternative investment funds in which go further than those provided for by
been adopted across CMS. the EU and at better protecting investors UCITS (Undertakings for Collective Investment
in such funds. Our Funds specialists have in Transferable Securities) IV. In this respect,
With this in mind, we will present a pan- been focusing on opportunities presented we can predict that it might give rise to future
European research report at the Munich by the directive. implementation debates,” says partner Jérôme
Expo in October 2011, focusing on how Sutour in Paris.
green lease agreements could be further Identifying competitive advantages
applicable throughout Europe. The key for managers Supporting investors
point we hope to make is that moving “The current patchwork of national In an innovative move to support investor
towards sustainable building not only regulation impedes efficiency,” says Melville interests within the real estate sector,
makes good environmental sense, it Rodrigues, a London-based partner who Rodrigues has put together a collaborative
makes economic sense too. coordinates the Group across CMS. “The cross-border group, the European Real
directive will make it easier to operate on Estate Investors Group (EREIG).
a pan-European platform, giving fund
managers a competitive advantage.” Through the EREIG, the concerns of real
estate fund investors have been fed into the
But the directive also imposes tough directive consultation and implementation
standards. From 2013, when it will be processes. Rodrigues has been instrumental
implemented in EU Member States, fund in mobilising this industry group, and has
managers will need to be authorised to coordinated representations to the EU
market and manage alternative investment Commission, European Securities and
funds within the EU, which means that they Markets Authority and MEPs involved in the
will have to satisfy specific capital legislative process. EREIG has proposed solutions
requirements and comply with new standards focused on transparency, risk management,
of reporting and disclosure. Once authorised, valuation and other issues relevant to real estate
managers will gain a ‘passport’ that entitles funds. Although the directive applies to hedge,
them to market and manage funds private equity and other fund sectors, EREIG
throughout the EU. In 2015, this advantage illustrates the CMS sector approach and has
is likely to be extended to certain non-EU made it easier for real estate investors to lobby
managers and funds. for certain investor protections in the directive.
19

22. INSURANCE
TRANSACTION
Proactive relationship
building with MetLife
E
xtensive industry knowledge and a knowledge of the local markets, regulatory
proactive approach to client needs requirements and the attitudes of local
have strengthened our relationship regulators allowed the company to obtain
with US insurer MetLife as it expands across regulatory consent efficiently and quickly.
Recientemente Europe. Our relationship with MetLife goes
conseguimos que back three years, when we were appointed
to advise them in connection with their UK
“MetLife came to us on this strategically
important transaction because we had built
nos contrataran para business. “Our role was initially limited to up such a good relationship in 18 months
asesorar a MetLife en regulatory and pensions work in the UK,”
says Paul Edmondson, Financial Services
of working for them,” says Edmondson.
“They saw that we were heavily focused
su reestructuración partner in London. “The relationship has on the insurance sector and we had done
empresarial en Europa since flourished, with CMS now advising
MetLife in 14 different countries in a range
a lot of work to understand their specific
needs. We proactively manage the
of areas, from Corporate to HR to Tax.” relationship and we know the market
“We recently won the pitch for movements and regulatory developments
the corporate restructuring of In March 2010, MetLife acquired Alico that are relevant to MetLife. Most
MetLife’s European operations” (American Life Insurance Company) from importantly, we understand the specific
AIG (American International Group) in a challenges they face – and their priorities.”
$16.2bn transaction. The deal had a huge
international element, with Alico operating We recently won the pitch for the
in more than 50 countries. corporate restructuring of MetLife’s
European operations. Carlos Peña Boada,
CMS was instructed to advise on several partner in Spain, says: “MetLife relies on
European aspects of the deal. Focusing on us to offer genuine sector expertise across
Central and Eastern Europe, we performed Europe. And given that we have worked so
due diligence and helped acquire the closely with MetLife for the past few years
regulatory consents needed to complete and that we understand its business and how
the deal in each jurisdiction. Our thorough it operates, we were the obvious choice.”
Q&A with Joe Cohen, Head of Legal, United Kingdom
and Ireland, India and Western Europe, MetLife
What made CMS the ideal How has the relationship How do you see the relationship
match for MetLife in Europe? expanded in the past few years? progressing further?
We wanted to work with people who It began with regulatory and pensions We’ll be looking to CMS to help us navigate
understood our business and with whom issues in the UK and has expanded to the integration of Alico and MetLife in
we knew we could enter into a long-lasting become pan-European with the acquisition Europe. We know that they can deliver
relationship. The fact that they had relevant of Alico. This transaction expanded our business solutions on both a domestic and
expertise in all of our key jurisdictions was also European operations from the UK, Belgium, an international scale. I’ve also been asked
a perfect reason. CMS provides a seamless Ireland and Poland to more than 20 countries. to present to their teams about our priorities
service for our pan-European projects – and as in-house counsel, which will help deepen
that’s exactly what we want. the relationship.
20 CMS ANNUAL REVIEW 2010–2011

23. PUBLICATIONS
10 things every
insurer should know
in Western Europe
CMSLEGAL.COM/NEWSMEDIA/PUBLICATIONS
The CMS Insurance team meets
in London, March 2011
CMSLEGAL.COM/INSURANCE-FUNDS
21

24. EMPLOYMENT & PENSIONS
INSIGHT
Unravelling the
complexities of
labour law in CEE
E
mploying workers in Western Europe and collective bargaining?” Employment
can be complex enough for companies disputes and state benefits are also covered.
used to the less restrictive regimes of
the US and the UK. But even for western With offices in all major CEE jurisdictions, and
European companies, employing workers with local expertise alongside a pan-regional
in Central and Eastern Europe (CEE) can perspective, we are uniquely well placed to
be daunting. “In some eastern European produce this guide and advise clients.
jurisdictions, such as Serbia, the labour laws
have changed little since the Communist era,” Employment law has seen much reform in
says Vienna-based Employment & Pensions some jurisdictions but very little in others,
partner Bernhard Hainz. meaning that regimes vary widely across
the region. “In Russia and Ukraine, for
To help businesses navigate the potentially example, it’s very difficult to terminate
choppy waters, in 2010 CMS produced a employees’ contracts for economic reasons,”
new, comprehensive guide, Labour Law explains Hainz. “Whereas in Poland, which PUBLICATIONS
in Central and Eastern Europe. has reformed its employment laws as part
of the process of EU membership, rules are
The 264-page guide updates and expands in line with the rest of the EU.”
upon a previous guide published in 2004.
It provides in-depth information on the Labour Law in Central and Eastern Europe
employment law frameworks in all 12 major was published in September and distributed
central and eastern European jurisdictions. to thousands of international companies Labour Law
“It covers the core issues that concern doing business in CEE. “Clients have been in Central and
international businesses,” explains Hainz, very enthusiastic about the report. They tell Eastern Europe 2010
who coordinated the report. “How easy is us that they like its practical approach and
it to terminate contracts? What are the rules that it is detailed enough to be a useful
regarding pay, hours and holiday? What is the reference point for them on a day-to-day
legal framework surrounding trade unions basis,” says Hainz. CMSLEGAL.COM/NEWSMEDIA/PUBLICATIONS
22 CMS ANNUAL REVIEW 2010–2011

25. CLIENT SERVICES
CMS publishes a common categories explaining the structure PUBLICATIONS
comprehensive Guide of private pension provision, the tax regime
relating to pensions, and the regulatory
to Pensions in Europe and legislative frameworks. “The challenge
was to have a format that would allow for
easy comparison, while accommodating
Despite recent efforts at synchronisation the distinctions and peculiarities of each
among EU countries, the legal frameworks jurisdiction,” explains Van den Bos. The CMS International
for pensions vary widely across Europe and Guide to Pensions
internationally. Pensions schemes differ in In the West, countries faced with ageing
the level of provision and the method of populations are transforming their pensions
funding: for example, some are funded from systems. As well as providing an international
employees’ original contributions, while overview, the guide identifies recent changes,
other states employ a ‘pay as you go’ system such as the introduction of the ability to
CMSLEGAL.COM/NEWSMEDIA/PUBLICATIONS
whereby existing workers fund current establish occupational pension funds in
retirees. Obligations on employers to provide Hungary. “Many countries are driving
occupational pensions and the options towards making their pensions systems
available for private pensions also vary. In more financially sustainable, but as yet there
Germany, for example, 60% of non-state has been no coordinated approach,” says
pension schemes use a defined-benefit London-based Pensions partner Nigel Moore.
model, while in Poland the figure is 10%.
More than 2,000 copies of the guide
The extent to which pensions norms vary were distributed to our clients across
among jurisdictions often comes as a surprise Europe. It was welcomed by clients keen
to businesses. “People grow up within a to understand pensions issues for their
certain pensions system and they can find business either on an international scale
it hard to understand how different systems or by specific jurisdiction. “Now I know De mate waarin
vary,” says Paulus van den Bos, Pensions
specialist in Amsterdam.
why pensions are so difficult to discuss in
an international setting,” one client said.
pensioenvoorwaarden
Another said that the guide had “a very per land verschillen,
To help clarify the situation, in 2011 we
published our CMS International Guide to
helpful format, making it easier to
understand something so extensive in
komt als een verrassing
Pensions. The 70-page report provides a scope and complexity.” Plans are already
detailed overview of the pensions regimes being made for an updated second “The extent to which pensions
across 20 European countries as well as China. CMS International Guide to Pensions to norms vary among jurisdictions
Each country’s system is described using meet client demand. comes as a surprise”
The CMS Employment team at work
in Paris, March 2011
AWARDS
Leaders League:
Best Law Firm Employment Law
(France) Silver 2010/2011
23

26. INFRASTRUCTURE & PROJECT FINANCE
AWARDS
Legal Business
Regulatory Team
of the Year (UK) 2011
CMSLEGAL.COM/INFRASTRUCTURE-PROJECT-FINANCE
24 ANNUAL REVIEW 2010–2011
CMS ANNUAL REVIEW 2010–2011

27. INSIGHT
Complete PUBLICATIONS
coverage of
European PPP
The CMS Guide
to PPP in Europe
frameworks CMSLEGAL.COM/NEWSMEDIA/PUBLICATIONS
The CMS Guide to PPP in Europe provides
up-to-date, in-depth information on PPP
throughout the continent
T
he dynamic European market for into a single convenient reference guide.
public-private partnerships (PPP) And with the market developing quickly,
comes under the spotlight in the it seemed appropriate in 2010 to broaden
new CMS Guide to PPP in Europe. Released it out to include the whole spectrum of
in October 2010, it contains detailed PPP in Europe, using our expertise across
information on the legal and economic the continent.”
framework for PPP in 21 jurisdictions.
The report introduces key information for
The publication was launched after the each jurisdiction and covers the general
success of a series of guides to PPP in legal system, specific PPP laws, procurement
Central and Eastern Europe that we laws, local funding and security issues.
published in the UK in 2008 and 2009. “It’s designed to be continuously useful:
Comprehensive and easy to use, the a reference document readers can have
guides proved popular with clients, on their shelf to dip into as required,” says
prompting all CMS firms to collaborate
on the new report.
Paolo Bonolis, partner in Rome. La ‘CMS Guide to PPP
The publication reports on changes in in Europe’ (guida alle
The CMS Guide to PPP in Europe is the only
Europe-wide reference to PPP laws currently
legislation in various jurisdictions, such as
the introduction of new PPP laws in Bosnia
partnership tra il settore
available, and draws on the expertise of our and Herzogovina and new rules concerning pubblico e il privato in
lawyers in projects such as the R1 motorway,
the first PPP project to close in Slovakia.
public works concessions in France. It also
provides a summary for each jurisdiction’s
Europa) è l’unico testo
governmental response to the financial crisis. attualmente disponibile,
“The initial impetus behind the guides
was simple: investors and sponsors consider The guide was distributed both in hard
a livello europeo, che
CEE on a regional, not a country-by-country copy and electronically to clients and leading comprende tutte le leggi
basis,” says London partner Rob Gray, who
coordinated the report.
industry organisations across Europe and
received coverage in, for example,
che riguardano la PPP
Infrastructure Journal. “Clients have been
“As a firm with strength across the region, extremely positive, saying that it’s very useful “The CMS Guide to PPP in Europe is
it seemed sensible to pull the relevant having this information for all of Europe in the only Europe-wide reference
information about the individual jurisdictions one place,” adds Gray. to PPP laws currently available”
25

28. INTELLECTUAL PROPERTY
CLIENT SERVICES
Working together to crack
down on counterfeit goods
W
ith 150 lawyers across CMS customs authorities are one of our main become increasingly efficient at picking
who specialise in intellectual strengths in this area. They enable the out counterfeits.”
property (IP), we understand that seizure of counterfeit goods throughout
IP is one of the most important assets an Europe to happen effectively and Clients can specify the extent of the
organisation can have. We have extensive cost-efficiently. information that comes through to them.
expertise in helping clients secure and protect One CMS client, a global telecommunications
their strategic IP rights, with the focus “At CMS, we coordinate the process of devices company, only wants to know about
spanning the full suit of rights from brands lodging applications with both community seizures that are above a certain threshold.
and trademarks to patents and copyright, and national import and export authorities This means that although we are in constant
and work ranging from litigation proceedings so that they have the information they dialogue with customs on our client’s behalf,
to strategic advice and due diligence. need to spot counterfeit goods,” Briner says. we deliver to the client only information
“EU customs authorities charge no fees about the seizures that they feel are
Protection against counterfeit goods for this, so it’s a useful client service that can relevant to their business.
Two of our IP experts, Zurich-based Robert be coordinated Europe-wide by the CMS
Briner and Brussels-based Tom Heremans, IP team.” “From there,” says Heremans, “there is a ten-
work with colleagues across CMS to protect day period to determine whether any seized
clients against counterfeit goods and “The aim is to help clients protect their goods are counterfeit, during which we work
illegitimate parallel imports being traded goods against counterfeiters over the long- closely with our client’s technical experts.
through Europe. Counterfeiting is a serious term,” Heremans continues. “The CMS If the goods are counterfeit, we then start
problem in Europe, with the majority of coordinating office keeps up a dialogue with further investigations or, if needed, litigation,
counterfeited goods entering the continent the relevant customs authorities, giving with the CMS coordinating office acting as
from China and Thailand. Our well- them information about the client’s products the key point of contact for the client in all
established relationships with European – such as samples or photos – so that they subsequent technical and legal matters.”
Coordination of London-based IP partner Nick Beckett chairs
Mit Hilfe unserer
parallel trade advice the European Parallel Import Subcommittee
of the International Trademark Association, Rechtsexperten an
the main international body that represents
Parallel imports are genuine, non- brand owners. In spring 2011, the European
den verschiedenen
counterfeit products imported into Parallel Import Subcommittee organised CMS Standorten
different countries without the permission
of the intellectual property owner. Some
a webinar in which customs officials from
The Netherlands and Germany discussed
verfolgen wir das Ziel,
parallel imports are legal and can move best practice for taking action against das geistige Eigentum
freely around the common market, and illegitimate parallel trade. With 500 unserer Kunden, von
others are illegal – this depends on the delegates participating in the webinar,
particular circumstances and constraints which also covered the differences between
der Wiege bis zur Bahre,
may be different in different jurisdictions. national and EU legislation in this area, umfassend zu schützen
CMS has strong local and international
expertise in parallel trade and can advise
it was an undoubted success. Maintaining
this kind of engaged dialogue between
und zu verwerten
on the particularities relevant to each European customs officials, CMS and our
jurisdiction. We rely on our specialist clients is the most effective way to ensure “With industry experts in different CMS
regulatory, competition and IP lawyers that clients can rest easy about the jurisdictions, we strive to assist our clients
to coordinate pan-European, distribution of their products within in protecting and exploiting their intellectual
interdisciplinary advice. European markets. property from beginning to end”
26 CMS ANNUAL REVIEW 2010–2011

29. Helping our clients make
cross-border use of their
intellectual assets
A good proportion of our cross-border
work is related to technology licensing in
the patent sector, says Egon Engin-Deniz,
Head of the CMS IP group based in Austria.
“With industry experts across Europe, we
strive to assist our clients in exploiting their
intellectual property from cradle to grave.
Licensing deals may be the result of prior
litigation, but very often we help clients
to make effective cross-border use of their
intellectual assets, not only by defending
their rights in legal combat at court, but
by different IP owners joining forces in
cross-licence agreements.”
CMSLEGAL.COM/INTELLECTUAL-PROPERTY
PUBLICATIONS
European Parallel
Trade Review 2011
CMSLEGAL.COM/NEWSMEDIA/PUBLICATIONS
The CMS Intellectual Property
team meets in Madrid, April 2011
27