2. Bristol
Amsterdam
Brussels
UtrechtLondon
Edinburgh
Aberdeen
Luxembourg
Antwerp
Paris
Leipzig
Lyon
Strasbourg
Madrid
Seville
Marbella
Casablanca
Algiers
Rome
Milan
Zurich
Ljubljana
Vienna Bratislava
Budapest
Zagreb
Sarajevo
Tirana
Belgrade
Sofia
Bucharest
Prague
Warsaw
Moscow
Kyiv
Munich
Dresden
Berlin
Hamburg
Duesseldorf
Cologne
Frankfurt
Stuttgart
A SINGLE ORGANISATION
NEW OFFICES
Rio de Janeiro
Buenos Aires
Montevideo
Beijing
Shanghai
CMS brings together nine
European law firms in a
unique structure that creates
a ‘one-firm’ approach for
clients who require legal
and tax services in multiple
jurisdictions. Each firm is
a leader in its own market
with a history going back
many years.
We are pleased to announce our cooperation
agreement with leading Portuguese law
firm Rui Pena, Arnaut & Associados (RPA).
We have been working with RPA for some
time on cross-border deals and have been
providing referrals to each other. Together,
RPA and our Spanish firm are implementing
a strategy for Iberia.
Taken together, the three newest additions
add further capability to our extensive
presence in Europe, supported by deep
local expertise in each market in which
we do business.
CMS opened a new office in Luxembourg on
1 January 2011, following a merger with a
well-established local firm. Our CMS team in
Luxembourg advises on all areas of business
law with particular focus on Corporate, M&A,
Banking & Finance and Tax.
We also opened a new office in Tirana,
Albania, in 2011. The Tirana office is made
up of the Managing Partner, Marco Lacaita
and seven lawyers. The office is recognised
as a leader in its market.
CMS aims to be recognised
as the best European provider
of legal and tax services
OVERVIEW
Countries
29
54
48
770
>2,800 >5,000
e766.4m
36
57%
6
CMS 2010 turnover
Number of new CMS partners
International CMS pitches won
Average number of countries covered
in each CMS international pitch
Offices
KEY FACTS
Cities
Partners
Lawyers Total employees
0101
3. 02 CMS ANNUAL REVIEW 2010–2011 03
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
44 Governance
26 LIFESCIENCES
TAX 12
INTELLECTUAL
PROPERTY 28
EMPLOYMENT
& PENSIONS 22
BANKING & FINANCE 08
30 ENERGY
24 INFRASTRUCTURE
& PROJECT FINANCE
32 TECHNOLOGY,
MEDIA & TELECOMS
High-quality advice
Clients benefit from highly trained lawyers and
tax advisers who understand the law and the
legal landscape in the jurisdictions where they
operate. Clients get straightforward legal advice,
free from jargon.
Most extensive presence
CMS is an organisation with a presence in all the
major business centres across Europe. This means
that clients have access to high-quality expertise
wherever they need it in Europe.
Cross-border coordination
CMS is a joined-up organisation committed to
high standards of service. This means that clients
have access to expertise across Europe delivered
through a single point of contact.
Deep local expertise
Our firms have been in their local markets for
decades or even centuries and are immersed in
the local culture, meaning that our clients receive
high-quality advice in the local context.
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.
Distinctively European
We have created a single organisation by bringing
our people together to share deep local expertise
and unparalleled cross-border knowledge.
ABOUT US
CONTENTS
OVERVIEW
CMSLEGAL.COM/ABOUTCMS
4. INTRODUCTION
04 CMS ANNUAL REVIEW 2010–2011 05
M
ilestones are important in the life
of any organisation. They help us
gauge how we are growing
and changing, and how we are performing
by reference to our stated goals and
aspirations. It is why we decided to publish
a snapshot of CMS, based on what we have
done over the past 12 months.
For more than a decade, CMS has been
working towards becoming the best
European provider of legal and tax services.
Drawing on the experience and know-how of
nine leading European firms, we have been
creating an organisation unmatched in our
breadth and depth across Europe and our
service delivery to clients.
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 we
understand our clients, their businesses and
the legal landscape in which they operate.
And it documents how we can coordinate
complex transactions across borders –
no easy task when you consider Europe’s
diverse jurisdictions.
It also showcases our people. It explains
how we work to find innovative solutions
for clients, how we train and develop
together and how we are using our expertise
and time to improve the communities where
we do business.
Ultimately, our clients will decide whether
we are the best European provider of legal
and tax services, and we take every
opportunity to ask, listen and respond to
them. We hope that the following pages will
help you understand CMS better – giving you
a sense of where we’ve come from and the
values that shape where we’re going. As
always, if you have any questions or thoughts,
we hope you’ll get in touch.
Cornelius Brandi
Chairman of the Executive Committee
cornelius.brandi@cmslegal.com
Welcome to our first
CMS annual review
Matthew Gorman
Contact
matthew.gorman@cmslegal.com
Duncan Weston
CMS Cameron McKenna
Head Office: London
Contact
duncan.weston@cms-cmck.com
Pierre-Sebastien Thill
CMS Bureau
Francis Lefebvre
Head Office: Paris
Contact
pierre-sebastien.thill@cms-bfl.com
Dolf Segaar
CMS Derks Star Busmann
Head Office: Amsterdam
Contact
dolf.segaar@cms-dsb.com
Peter Huber
CMS Reich-Rohrwig Hainz
Head Office: Vienna
Contact
peter.huber@cms-rrh.com
Carlos Peña Boada
CMS Albiñana &
Suárez de Lezo
Head Office: Madrid
Contact
carlos.pena@cms-asl.com
StanislasvanWassenhove
CMS DeBacker
Head Office: Brussels
Contact
stanislas.vanwassenhove@cms-db.com
Hubertus Kolster
CMS Hasche Sigle
Head Office: Berlin
Contact
hubertus.kolster@cms-hs.com
MANAGING PARTNERSCMS EXECUTIVE DIRECTOR
Principal contact for
company information
info@cmslegal.com
+49 69 717 01-500
Pietro Cavasola
CMS Adonnino Ascoli
& Cavasola Scamoni
Head Office: Rome
Contact
pietro.cavasola@cms-aacs.com
Patrick Sommer
CMS von Erlach Henrici
Head Office: Zurich
Contact
patrick.sommer@cms-veh.com
5. T
he European M&A market is
gathering steam, according to
the latest CMS European M&A
Study, published in May 2011.
The report, now in its third year, provides
a useful annual reference point for
businesses as well as M&A professionals
looking to keep up to speed with market
trends. The most comprehensive study
of its kind in Europe, it considers the deal
points that are usually heavily negotiated
in M&A deals, including MAC (material
adverse change) clauses, purchase price
adjustments and warranties.
A complex transaction requiring a German
venture capital fund to be transferred to
Guernsey highlighted the cross-border
abilities of our M&A experts.
The deal, completed in January 2011, saw
US private equity investor HarbourVest
Partners LLC welcomed as a co-investor in
the Georg von Holtzbrinck publishing
group’s venture capital arm.
Together the partners have launched
a €177m fund, HV Holtzbrinck Ventures
Fund IV L.P., to invest in digital and
internet enterprises.
We advised Lloyds TSB Development Capital,
the private equity arm of Lloyds Banking
Group, on its £100m acquisition of Easynet,
the global provider of managed solutions
and business connectivity services, from
British Sky Broadcasting Group (BSkyB) plc.
Led by James Grimwood, Corporate partner
in London, the high-profile deal required
local expertise in corporate, competition,
TMT (Technology, Media and Telecoms),
banking and finance and tax, with input
from lawyers and tax advisers in Belgium,
France, Germany, Italy, The Netherlands,
Spain, Switzerland and the UK.
We advised L’Oréal group on the sale
of Sanoflore’s plant, which specialises
in biocosmetics, aromatherapy and herbal
medicine products, to Fareva SA. This French
family group specialises in household,
industrial, cosmetic, pharmaceutical and
food products, and this purchase means
that it will consolidate its position in the
field of bio-products.
The sale enables L’Oréal, a leading global
beauty brand, which maintains the Sanoflore
brand and the plant’s R&D unit, to focus on
research, global brand development and
marketing activities.
Led by Philippe Rosenpick, Corporate
partner in Paris, the deal required
coordination of several services,
including corporate, contract, tax
and labour law.
One of the conditions of the deal was that the
Germany-based fund would be incorporated
in Guernsey. A team from Germany led by
Thomas Meyding, Head of our Corporate
group, and Maximilian Grub, advised the
Holtzbrinck Group on the M&A part of the
deal, while a team from London, led by
Christopher Southorn, advised on
fund formation and related questions.
“It was very challenging,” recalls Meyding.
“It brought together three worlds: a media
publishing house, a major investor specialising
in secondaries and, last but not least, a
German management team.”
“The study allows our clients to follow trends
to see if deal points are more in favour of the
seller or the buyer,” says Thomas Meyding,
Head of our Corporate group. “After 2007,
it was a seller’s market; in 2009 there was
a shift to more buyer-friendly conditions;
now it’s somewhere in the middle.”
Meyding says broad recovery in Europe was
well established during 2010, though
Germany lagged behind, only reviving in
the last quarter of the year. Highly motivated
M&A players now consider even major
acquisitions to be within reach and there
is rising competition for takeover targets.
Meanwhile, US corporates have a renewed
appetite for European opportunities, and
the private equity sector is also much more
buoyant after a very subdued 2009.
CMS is well placed to advise clients who
are pursuing an acquisitive strategy. Our
team, comprising more than 600 M&A
lawyers, has handled more than 1,000
completed transactions over the past four
years. “We aim to help clients achieve their
commercial objectives rather than being
just legal advisers,” says Meyding.
Supporting
increased
cross-border
M&A activity
Integration across the globe Helping Lloyds TSB
reach for the Sky
Advising L’Oréal on plant sale
INSIGHT
TRANSACTION TRANSACTION
Europa verzeichnete
im Jahr 2010 einen
stabilen Aufschwung
“Broad recovery in Europe was
well established during 2010”
CMS Corporate team meets
in Zurich, April 2011
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)
RANKINGS
CORPORATE
CMSLEGAL.COM/CORPORATE
0706 CMS ANNUAL REVIEW 2010–2011
6. 08 CMS ANNUAL REVIEW 2010–2011 09
“Since the financial crisis, there has been
an incredible political will to get things
done,” says Ash Saluja, Banking & Finance
partner in London. New institutions are
being created and a stream of new
requirements and obligations is being issued
from Brussels. The result is that European
financial services are being transformed –
and we are leading the way in interpreting
the new landscape.
A key part of the drive towards legal
convergence is the Market Abuse Directive,
first adopted in 2003, which tackles market
manipulation and insider dealing in EU
countries. The aim of the directive is to
make market regulation more effective
and consistent so that EU member state
markets can occupy a level playing field.
In late 2010, the European Commission
completed a public consultation on a review
of the directive. Our firms have local lawyers
in each jurisdiction who are in touch with local
With more comprehensive security
packages now required for loans in
Europe’s real estate sector, it is becoming
increasingly important for lenders to
have a thorough understanding of their
borrowers’ structures and security from
a commercial and legal perspective.
The launch of CMS’ interactive online
Guide to Real Estate Finance, aimed at
a European audience, is a timely response
to this trend. Divided into three sections
– mortgages, security over shares and
leases – the guide provides clear
explanations about how lenders can
take security over real estate and details
options for enforcement. It provides
a useful tool for anyone involved with
or interested in real estate finance.
regulators, making us perfectly placed to
tell clients how reforms could affect them.
“The public consultation on a revision of
the Market Abuse Directive shows us how
differences in interpretation of certain key
concepts affects the application of market
abuse rules in the different EU member
states,” says Harold Tuinstra, partner in
Amsterdam. “This underlines the importance
of cooperation and consultation across
CMS in order to create added value
for our international clients.”
“For example, if you are in London lobbying for
a specific change, and you find out that French
banks have been lobbying for something else,
you will want to understand where they are
coming from,” says Saluja. “At CMS, we talk to
one another constantly. This means that we
can keep our clients fully informed about
what’s happening elsewhere in Europe –
and why it’s happening – so that they are
best placed to make the right decisions.”
After the crisis: working
together on the EU Market
Abuse Directive
INSIGHT
CMSLEGAL.COM/BANKING–FINANCE
T
he economic turbulence of the
past few years means that many
multinational companies and their
stakeholders are facing the future with new
priorities and concerns. When they do seek
restructuring and insolvency advice, they
find that each jurisdiction has its own
laws and that coordination among them
can be challenging.
The CMS Guide to Restructuring, Insolvency
and Distressed Debt Trading, published in
February 2011, provides a comparative
analysis of certain key areas of law and
procedure for those involved in or affected
by financial distress of a corporation and
the trading of distressed debt across Europe.
It also provides an overview of the latest
position on international governance of
insolvency proceedings, in the form of the
EC Regulation on Insolvency Proceedings
and the UNCITRAL Model Law.
Martin Brown, partner in the Restructuring
and Insolvency Group in London,
comments: “We wanted to put together
a guide that answered, as a matter of the
local law, the kinds of question that are
typically raised by clients who are looking
to realise or preserve value in a distressed
situation or who are otherwise affected
by the threat of potential insolvency.
“The result is, we hope, a very useful point
of reference for clients assessing their
options and key risks in each of the 21
different jurisdictions we have covered.”
Jan Willem Bouman, partner in Utrecht, adds:
“The genesis of the guide was a desire to distil
the laws and regulations affecting businesses
in distress across different European
jurisdictions, with the objective of making it
easier for clients to assess the alternatives for
restructuring such businesses. I have
absolutely no doubt that the guide achieves
that objective and will quickly become an
indispensable aid to those working in the
distressed sector across Europe.”
Our expertise lies in implementing insolvency
proceedings across jurisdictions, despite the
absence of a unified legal context. When
Lehman Brothers announced its bankruptcy in
2008, for example, Frankfurt-based partner
Michael Frege became responsible for the
administration of Lehman Brothers Bankhaus
AG, Lehman’s German business. In Frankfurt,
many CMS partners and associates from the
Insolvency and Banking departments are now
part of the team working on insolvency
proceedings for the worldwide assets of the
German subsidiary of Lehman Brothers,
including three Bankhaus branches in London,
Milan and Seoul.
CMS Guide
to Restructuring,
Insolvency and
Distressed
Debt Trading
PUBLICATIONS
CMSLEGAL.COM/NEWSMEDIA/PUBLICATIONS
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”
CLIENT SERVICES
Experts in navigating
cross-border insolvencies
Real Estate Finance:
http://real-estate-finance.cmslegal.com
RESOURCES
BANKING & FINANCE
CMS launches online
real estate finance guide
7. 10 CMS ANNUAL REVIEW 2010–2011 11
W
e advised Japan-based
engineering technology
firm, Mori Seiki, on a complex
seven-jurisdiction transaction involving
the acquisition of an increased shareholding
in German firm DMG (Gildemeister), one
of its competitors. In 2009 Mori Seiki
entered a 5% cross-shareholding
agreement with DMG (Gildemeister). A year
later, in 2010/2011, CMS helped Mori Seiki
increase its holding in DMG (Gildemeister)
to 20.1%, a transaction that raised complex
merger-control issues in seven jurisdictions.
“Both companies are the leading
manufacturers in their fields and there
is some overlap in their product portfolios,”
explains Harald Kahlenberg, Head of our
Competition group, who led the team
coordinating the transaction. “However,
it was unclear whether Mori Seiki acquired
control over DMG (Gildemeister) and,
therefore, whether the transaction qualified
as a notifiable merger.”
We helped Mori Seiki structure the
deal to minimise the regulatory burden,
ultimately securing regulatory approval
in Italy, Germany and Austria and avoiding
the need for merger filings in Poland,
Russia, Turkey and Greece.
“It was vitally important that we could
call on skilled competition lawyers in each
jurisdiction through our Competition
group,” recalls Kahlenberg. “With
complicated transactions, you need
to know one another well.”
Our 140-lawyer Competition team meets
annually for joint training weekends and
collaborates throughout the year on cross-
border transactions and knowledge sharing.
“The information that was obtained in each
jurisdiction was immediately shared with the
rest of the team, making the process
smoother and more efficient,” he says.
TRANSACTION
CMS advises on
seven-jurisdiction
transaction
The CMS Competition
Conference 2011 was
held in Brussels
CMSLEGAL.COM/COMPETITION-EU
CLIENT SERVICES
CMS Guide to Merger
Control in Europe
PUBLICATIONS
CMSLEGAL.COM/NEWSMEDIA/PUBLICATIONS
In unserer Arbeitsgruppe
für kollektive Regress-
ansprüche arbeiten die
erfahrensten Fachkräfte
dieses Spezialgebietes
zusammen
“Our working group on collective
redress brings together our
specialists who are most
experienced in this field”
COMPETITION
Keeping clients
in the know
AWARDS
Finance Monthly:
Best Spanish Law Firm
(EU Law) 2011
Throughout the last year our Competition
group has taken a proactive approach to
keeping clients abreast of significant
changes in competition law.
CMS Competition Conference 2011
Our Competition group and the
EU Law Office organised a high-level
international conference in Brussels.
It brought in-house counsel from leading
businesses including Nestlé, Procter &
Gamble and Coca-Cola together with
senior officials from the European
Commission, the EU courts and national
competition authorities. The conference
featured expert panel sessions on merger
control, collective redress and economics
and competition law. In the evening, there
was a reception organised by Andreas
Schwab, Member of the European
Parliament, with an address by EU
Competition Commissioner Joaquín
Almunia. “The feedback was extremely
encouraging. Attendees particularly
liked doing the conference in a panel
discussion format,” says Michael Bauer,
partner in Brussels. “It was a big success –
and it will be continued.”
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.
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
European jurisdictions have implemented a
merger control regime, but the details vary
significantly among countries, and some
aspects – such as the thresholds at which a
merger filing is required – change frequently,”
explains Harald Kahlenberg, Head of our
Competition group. “Each jurisdiction’s
entry in the guide answers the same basic
questions, in order to provide easy
comparison across jurisdictions. The CD-ROM
provides more detailed information for each
country.” The report has been circulated to
more than 5,000 clients and other businesses
across Europe.
8. L’objectif est d’instaurer
un processus qui
respecte la loi tout
en permettant une
optimisation fiscale
12 CMS ANNUAL REVIEW 2010–2011 13
TAX
“The aim is to establish a policy that is
compatible with the principles of the law
while remaining as tax-efficient as possible”
R
egulations surrounding international
Transfer Pricing (TP) – the prices that
parts of multinational companies charge
one another for goods and services – have
become more complex and strictly enforced
in recent years. At CMS, we have responded
by developing a market-leading TP practice
with dedicated expertise in almost every
European jurisdiction.
TP rules require transfers of goods and
services between subsidiaries of a company
to be charged at market price or the
equivalent. “A whole host of factors affect
the appropriate price: when you sell a
product, when the legal title is transferred,
how the price is paid and the risk of
transportation,” says Stéphane Gelin,
a Paris-based partner specialising in Transfer
Pricing. “The aim is to establish a policy that
is compatible with the principles of the law,
while remaining as tax-efficient as possible.”
Our team has experts in every CMS jurisdiction
who can advise on local legislation and provide
sector expertise. “We can put together a
dedicated team for each client, with the TP
expert in each country carrying out the local
work and a central team in the client’s home
jurisdiction coordinating,” explains Nick Foster-
Taylor, Head of the UK TP team. “We’ve
carried out a process of education to ensure
that there is a partner in every CMS jurisdiction
with a high degree of knowledge about
TP issues. We recently brought all the TP
specialists together for a seminar in Paris
to discuss ideas and compare the technical
details of different regimes.”
Our TP work is not merely cross-border but
also cross-practice. “It’s a very commercially
oriented area, as the development of a TP
policy for a client involves analysing their
business as well as knowing the law,” says
Foster-Taylor.
We can also call on the expertise of an internal
team of economists based in the Paris office,
which gives us even greater reach. Nadia Sabin,
who is qualified as both an economist and a
lawyer, is part of this team. “TP is an economic
issue with tax implications,” she explains.
“Developing a TP policy means assessing the
market price for goods and services. Your task
is to convince the tax authorities that the prices
you’ve set reflect the reality in the market.”
This can involve anything from comparing
competitors’ prices to more distinctive
techniques such as game theory – all
of which we use proactively to provide
high-quality, specialist advice to our clients.
CLIENT SERVICES
Our market-leading Transfer Pricing
practice is dedicated to tax efficiency
CMSLEGAL.COM/TAX
The CMS Tax team at an internal training
event and workshop in France, May 2011
Leaders League:
Best team in two categories:
Taxation and Transactional
Taxation (France) Silver 2010
AWARDS
CMS Tax Connect:
Transfer Pricing edition
PUBLICATIONS
CMSLEGAL.COM/NEWSMEDIA/PUBLICATIONS
Cross-border advice
and local expertise
With more than 350 lawyers providing
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.
Our teams not only have deep expertise in
tax law, but also a strong background in
corporate and commercial law and in key
business sectors. We are regularly rated by
national and international industry guides
among the best in the industry. Our clients
deal with national and international tax
issues on a daily basis, against an increasingly
complex legal background. “Our tax practice
is structured around a number of specialist
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.
9. 15
CLIENT SERVICES
J
anuary 2010 was a particularly busy period
for more than 100 CMS lawyers around
Europe who were involved in a highly
complex triple acquisition by German private
equity firm BC Partners. During a few days
between New Year’s Eve and mid-January,
BC Partners finalised the acquisitions of
FutureLAB, a medical laboratory company
based in Vienna, Austria, and 40% of Synlab,
a similar company based in Augsburg,
Germany. A few days later, our team also
completed BC Partners’ acquisition of Fleming
Labs in Brescia, Italy.
“In the space of 10 days, we had large
closings in four countries,” recalls Udo
Simmat, a partner in Stuttgart who led the
cross-border team that worked on the deals.
“We’d been working on it for almost a year.”
Rome-based partner Pietro Cavasola explains
that in Italy, “tight timescales required us to
go headfirst into the due diligence of the six
companies to be acquired, which had to be
carried out in nine days”.
We guided BC Partners through the entire
process, from financing to competition
approval. “There was work to be done in
22 different jurisdictions,” recalls Simmat.
“Our team included more than 50 lawyers
in Germany, 11 in Switzerland and 13 in
Italy, and it was important that the client
could feel they were dealing with one firm.
We had daily teleconferences among the
different teams to make sure we were all in
agreement about procedural matters, such
as how documents should be structured
and what BC Partners’ strategic priorities
for the transaction were.”
“We have dealt with CMS many times
before and their ability to handle
multijurisdictional transactions impressed
us deeply,” states Michael Wunderlich,
the partner at BC Partners who was
responsible for the transaction.
“The cooperation among CMS was
truly seamless and professional, and
contributed significantly to the success
of the transaction.”
The CMS flying
squad takes off
CMS advises private equity firm
BC Partners in a triple acquisition
Private equity has long been an area of
strength for CMS. In 2010, our emerging
markets practice was bolstered by the hire
of a seven-member team. Nicknamed the
‘flying squad’, the team is based in London
and Central and Eastern Europe, and travels
extensively to support its clients, which
include Advent International, Citi Venture
Capital International and Ethemba Capital.
Partners Alexandra Florea, based in
Bucharest, and Ted Cominos, based in
London, spent two years as investment
principals with an emerging markets-focused
private equity fund before joining us in 2010.
“The opportunity to reunite our old ‘flying
squad’ team was too tempting to pass up,”
says Cominos. “The choice of CMS was a
no-brainer: no other legal adviser has the
international dimension we need to
operate, along with a strong existing
private equity practice.”
The team is working on major transactions
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
from unparalleled local knowledge.”
TRANSACTION
Getting the
chemistry right
Tempi stretti ci
hanno spinto
a concentrare
immediatamente
gli sforzi sulla
due diligence
“Tight timescales required us to
go headfirst into due diligence” CMSLEGAL.COM/PRIVATE–EQUITY
AWARDS
Unquote” Private Equity Awards:
Law Firm of the Year (Germany) 2010
Law Firm of the Year (CEE) 2010
PRIVATE EQUITY
14 CMS ANNUAL REVIEW 2010–2011
10. DISPUTE RESOLUTION
CLIENT SERVICES
The CMS International Arbitration Group (IAG) continues
to make its mark as a major force in arbitration. In 2010
it ranked as the sixth most active international arbitration
group in Global Arbitration Review (GAR 100). International
arbitration requires well-rounded international lawyers
working together; this is a glimpse of how our IAG did it.
Russia – UK
Teams in Moscow and London worked on
a $50m dispute involving a large property
developer in Russia under a turnkey contract,
with the seat of the arbitration in Stockholm.
We advised the client on its long-term
pre-dispute conduct, in order to put it in the
best possible position for the arbitration.
The Netherlands – Austria
We worked together in Amsterdam and
Vienna as co-counsel for a US respondent in
a large ICC arbitration in Vienna regarding
an oil drilling dispute, dealing with issues of
jurisdiction and Dutch substantive law.
Amsterdam Arno Moret, Mark Ziekman
Brussels André Lombart
Bucharest Gabriel Sidere
Cologne Torsten Lörcher
Kyiv Olexander Martinenko
London Rupert Choat, Ben Holland,
Stephen Netherway, Guy Pendell,
Henry Sherman
Moscow Sergey Yuryev
Madrid Carlos Aguilar Fernández, César
Albiñana Cilveti, Javier Torre de Silva,
José Luis López Sánchez
Munich Armin Dürrschmidt, Klaus Sachs
Rome Paola Ghezzi, Laura Opilio
Vienna Daniela Karollus-Bruner
Zurich Damiano Brusa, Hans Wille,
Beat von Rechenberg, Jodok Wicki
Hans-Jürg Schürmann
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
Teams from London and Paris joined forces on
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.
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.
This claim involved a hotly contested preliminary issue
regarding assignment of an arbitration agreement
and the proper parties to the arbitration.
Austria – Russia
In Austria, we were involved in several
international arbitrations involving
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
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
and the main reception at the Residence of the British Ambassador,
hosted by CMS and the Chartered Institute of Arbitrators.
Bulgaria – Romania – UK
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.
Arbitration
connections
LONDON
ZURICH
COLOGNE
VIENNA
SOFIA
BUCHAREST
AMSTERDAM
MOSCOW
PARIS
CMS Guide to Arbitration
A fully updated version of the CMS Guide to
Arbitration will be published in 2012. Register your
interest by emailing arbitration@cmslegal.com
You can view the current edition at
PUBLICATIONS
WWW.CMS-ARBITRATION.COM
Switzerland – Germany
In Zurich, a team collaborated
with colleagues in Cologne to
advise on the joining of third
parties to arbitral proceedings
under Swiss procedural law.
CMS Arbitration lawyers in GAR (Global Arbitration Review) 100
CMSLEGAL.COM/DISPUTE–RESOLUTION
16 CMS ANNUAL REVIEW 2010–2011 17
11. 18 CMS ANNUAL REVIEW 2010–2011 19
INSIGHT
Building a sustainable
future in The Netherlands
I
s sustainable building the future of real
estate? “Research is beginning to show
that after 10 years, a sustainably built
and maintained building is worth more
than a standard building,” says Willie
Ambergen, Tax partner in Utrecht.
But how do you make buildings sustainable
from a legal perspective? It starts with
turning normal lease agreements into green
lease agreements. This involves inserting
extra clauses that recognise environmental
practices and technologies and minimise
the impact of energy, water and waste.
“These additional clauses mean that both
landlord and tenant will be encouraged to
increase and protect the sustainability
of the building,” says Ambergen.
However, without mutual benefits, parties
will not agree to the addition of a green
paragraph to a standard lease. “The
challenge is to design contractual
mechanisms that ensure that both tenant
and landlord have a financial incentive to
reduce their emissions and energy and water
use,” says Arnout Scholten, Real Estate
partner in Utrecht. But every lease situation
is different. And using the experience of
previous lease transactions, we can draft
a tailor-made solution, balancing the
interests of the parties involved.
We are the first in The Netherlands to
recommend green lease agreements to
our clients. In doing so, we could pave
the way towards a European sustainable
building revolution. “Since we have such
deep foundations in every European
jurisdiction,” says Ambergen, “we wanted
to start a pan-European drive towards
sustainable building through our work.”
“In doing so,” Scholten adds, “we draw on
our experience and knowledge across the
European jurisdictions.” Having looked for the
best way to do this, the Dutch team decided
that the insertion of additional paragraphs
into standard lease agreements, in which
tenants and landlords mutually agree
to green obligations, was something that
could be coordinated on a Europe-wide
basis. This Dutch initiative has recently
been adopted across CMS.
With this in mind, we will present a pan-
European research report at the Munich
Expo in October 2011, focusing on how
green lease agreements could be further
applicable throughout Europe. The key
point we hope to make is that moving
towards sustainable building not only
makes good environmental sense, it
makes economic sense too.
The new Alternative Investment Fund
Managers Directive is aimed at regulating
the activities of fund managers who market
or manage alternative investment funds in
the EU and at better protecting investors
in such funds. Our Funds specialists have
been focusing on opportunities presented
by the directive.
Identifying competitive advantages
for managers
“The current patchwork of national
regulation impedes efficiency,” says Melville
Rodrigues, a London-based partner who
coordinates the Group across CMS. “The
directive will make it easier to operate on
a pan-European platform, giving fund
managers a competitive advantage.”
But the directive also imposes tough
standards. From 2013, when it will be
implemented in EU Member States, fund
managers will need to be authorised to
market and manage alternative investment
funds within the EU, which means that they
will have to satisfy specific capital
requirements and comply with new standards
of reporting and disclosure. Once authorised,
managers will gain a ‘passport’ that entitles
them to market and manage funds
throughout the EU. In 2015, this advantage
is likely to be extended to certain non-EU
managers and funds.
“The directive extends regulatory reach to
activities that were previously unregulated and
sets specific rules for the activities of custodians,
which go further than those provided for by
UCITS (Undertakings for Collective Investment
in Transferable Securities) IV. In this respect,
we can predict that it might give rise to future
implementation debates,” says partner Jérôme
Sutour in Paris.
Supporting investors
In an innovative move to support investor
interests within the real estate sector,
Rodrigues has put together a collaborative
cross-border group, the European Real
Estate Investors Group (EREIG).
Through the EREIG, the concerns of real
estate fund investors have been fed into the
directive consultation and implementation
processes. Rodrigues has been instrumental
in mobilising this industry group, and has
coordinated representations to the EU
Commission, European Securities and
Markets Authority and MEPs involved in the
legislative process. EREIG has proposed solutions
focused on transparency, risk management,
valuation and other issues relevant to real estate
funds. Although the directive applies to hedge,
private equity and other fund sectors, EREIG
illustrates the CMS sector approach and has
made it easier for real estate investors to lobby
for certain investor protections in the directive.
CLIENT SERVICES
CMS collaborative investor group
plays key role in EU consultation
CMS Real Estate team collaborates
in Madrid, April 2011
Juve:
Real Estate Law Firm of
the Year (Germany) 2010
AWARDS
CMSLEGAL.COM/REAL-ESTATE-CONSTRUCTION
REAL ESTATE & CONSTRUCTION FUNDS
12. TRANSACTION
E
xtensive industry knowledge and a
proactive approach to client needs
have strengthened our relationship
with US insurer MetLife as it expands across
Europe. Our relationship with MetLife goes
back three years, when we were appointed
to advise them in connection with their UK
business. “Our role was initially limited to
regulatory and pensions work in the UK,”
says Paul Edmondson, Financial Services
partner in London. “The relationship has
since flourished, with CMS now advising
MetLife in 14 different countries in a range
of areas, from Corporate to HR to Tax.”
In March 2010, MetLife acquired Alico
(American Life Insurance Company) from
AIG (American International Group) in a
$16.2bn transaction. The deal had a huge
international element, with Alico operating
in more than 50 countries.
CMS was instructed to advise on several
European aspects of the deal. Focusing on
Central and Eastern Europe, we performed
due diligence and helped acquire the
regulatory consents needed to complete
the deal in each jurisdiction. Our thorough
knowledge of the local markets, regulatory
requirements and the attitudes of local
regulators allowed the company to obtain
regulatory consent efficiently and quickly.
“MetLife came to us on this strategically
important transaction because we had built
up such a good relationship in 18 months
of working for them,” says Edmondson.
“They saw that we were heavily focused
on the insurance sector and we had done
a lot of work to understand their specific
needs. We proactively manage the
relationship and we know the market
movements and regulatory developments
that are relevant to MetLife. Most
importantly, we understand the specific
challenges they face – and their priorities.”
We recently won the pitch for the
corporate restructuring of MetLife’s
European operations. Carlos Peña Boada,
partner in Spain, says: “MetLife relies on
us to offer genuine sector expertise across
Europe. And given that we have worked so
closely with MetLife for the past few years
and that we understand its business and how
it operates, we were the obvious choice.”
What made CMS the ideal
match for MetLife in Europe?
We wanted to work with people who
understood our business and with whom
we knew we could enter into a long-lasting
relationship. The fact that they had relevant
expertise in all of our key jurisdictions was also
a perfect reason. CMS provides a seamless
service for our pan-European projects – and
that’s exactly what we want.
How has the relationship
expanded in the past few years?
It began with regulatory and pensions
issues in the UK and has expanded to
become pan-European with the acquisition
of Alico. This transaction expanded our
European operations from the UK, Belgium,
Ireland and Poland to more than 20 countries.
How do you see the relationship
progressing further?
We’ll be looking to CMS to help us navigate
the integration of Alico and MetLife in
Europe. We know that they can deliver
business solutions on both a domestic and
an international scale. I’ve also been asked
to present to their teams about our priorities
as in-house counsel, which will help deepen
the relationship.
Proactive relationship
building with MetLife
Q&A with Joe Cohen, Head of Legal, United Kingdom
and Ireland, India and Western Europe, MetLife
Recientemente
conseguimos que
nos contrataran para
asesorar a MetLife en
su reestructuración
empresarial en Europa
“We recently won the pitch for
the corporate restructuring of
MetLife’s European operations”
CMSLEGAL.COM/INSURANCE-FUNDS
INSURANCE
10 things every
insurer should know
in Western Europe
PUBLICATIONS
CMSLEGAL.COM/NEWSMEDIA/PUBLICATIONS
The CMS Insurance team meets
in London, March 2011
20 CMS ANNUAL REVIEW 2010–2011 21
13. CMSLEGAL.COM/NEWSMEDIA/PUBLICATIONS
22 CMS ANNUAL REVIEW 2010–2011 23
E
mploying workers in Western Europe
can be complex enough for companies
used to the less restrictive regimes of
the US and the UK. But even for western
European companies, employing workers
in Central and Eastern Europe (CEE) can
be daunting. “In some eastern European
jurisdictions, such as Serbia, the labour laws
have changed little since the Communist era,”
says Vienna-based Employment & Pensions
partner Bernhard Hainz.
To help businesses navigate the potentially
choppy waters, in 2010 CMS produced a
new, comprehensive guide, Labour Law
in Central and Eastern Europe.
The 264-page guide updates and expands
upon a previous guide published in 2004.
It provides in-depth information on the
employment law frameworks in all 12 major
central and eastern European jurisdictions.
“It covers the core issues that concern
international businesses,” explains Hainz,
who coordinated the report. “How easy is
it to terminate contracts? What are the rules
regarding pay, hours and holiday? What is the
legal framework surrounding trade unions
Despite recent efforts at synchronisation
among EU countries, the legal frameworks
for pensions vary widely across Europe and
internationally. Pensions schemes differ in
the level of provision and the method of
funding: for example, some are funded from
employees’ original contributions, while
other states employ a ‘pay as you go’ system
whereby existing workers fund current
retirees. Obligations on employers to provide
occupational pensions and the options
available for private pensions also vary. In
Germany, for example, 60% of non-state
pension schemes use a defined-benefit
model, while in Poland the figure is 10%.
The extent to which pensions norms vary
among jurisdictions often comes as a surprise
to businesses. “People grow up within a
certain pensions system and they can find
it hard to understand how different systems
vary,” says Paulus van den Bos, Pensions
specialist in Amsterdam.
To help clarify the situation, in 2011 we
published our CMS International Guide to
Pensions. The 70-page report provides a
detailed overview of the pensions regimes
across 20 European countries as well as China.
Each country’s system is described using
common categories explaining the structure
of private pension provision, the tax regime
relating to pensions, and the regulatory
and legislative frameworks. “The challenge
was to have a format that would allow for
easy comparison, while accommodating
the distinctions and peculiarities of each
jurisdiction,” explains Van den Bos.
In the West, countries faced with ageing
populations are transforming their pensions
systems. As well as providing an international
overview, the guide identifies recent changes,
such as the introduction of the ability to
establish occupational pension funds in
Hungary. “Many countries are driving
towards making their pensions systems
more financially sustainable, but as yet there
has been no coordinated approach,” says
London-based Pensions partner Nigel Moore.
More than 2,000 copies of the guide
were distributed to our clients across
Europe. It was welcomed by clients keen
to understand pensions issues for their
business either on an international scale
or by specific jurisdiction. “Now I know
why pensions are so difficult to discuss in
an international setting,” one client said.
Another said that the guide had “a very
helpful format, making it easier to
understand something so extensive in
scope and complexity.” Plans are already
being made for an updated second
CMS International Guide to Pensions to
meet client demand.
and collective bargaining?” Employment
disputes and state benefits are also covered.
With offices in all major CEE jurisdictions, and
with local expertise alongside a pan-regional
perspective, we are uniquely well placed to
produce this guide and advise clients.
Employment law has seen much reform in
some jurisdictions but very little in others,
meaning that regimes vary widely across
the region. “In Russia and Ukraine, for
example, it’s very difficult to terminate
employees’ contracts for economic reasons,”
explains Hainz. “Whereas in Poland, which
has reformed its employment laws as part
of the process of EU membership, rules are
in line with the rest of the EU.”
Labour Law in Central and Eastern Europe
was published in September and distributed
to thousands of international companies
doing business in CEE. “Clients have been
very enthusiastic about the report. They tell
us that they like its practical approach and
that it is detailed enough to be a useful
reference point for them on a day-to-day
basis,” says Hainz.
The CMS Employment team at work
in Paris, March 2011
CLIENT SERVICES
CMS publishes a
comprehensive Guide
to Pensions in Europe
Labour Law
in Central and
Eastern Europe 2010
PUBLICATIONS
CMSLEGAL.COM/NEWSMEDIA/PUBLICATIONS
The CMS International
Guide to Pensions
PUBLICATIONS
De mate waarin
pensioenvoorwaarden
per land verschillen,
komt als een verrassing
“The extent to which pensions
norms vary among jurisdictions
comes as a surprise”
INSIGHT
Unravelling the
complexities of
labour law in CEE
Leaders League:
Best Law Firm Employment Law
(France) Silver 2010/2011
AWARDS
EMPLOYMENT & PENSIONS
14. The CMS Guide
to PPP in Europe
PUBLICATIONS
CMSLEGAL.COM/NEWSMEDIA/PUBLICATIONS
24 CMS ANNUAL REVIEW 2010–2011 25
INSIGHT
Complete
coverage of
European PPP
frameworks
T
he dynamic European market for
public-private partnerships (PPP)
comes under the spotlight in the
new CMS Guide to PPP in Europe. Released
in October 2010, it contains detailed
information on the legal and economic
framework for PPP in 21 jurisdictions.
The publication was launched after the
success of a series of guides to PPP in
Central and Eastern Europe that we
published in the UK in 2008 and 2009.
Comprehensive and easy to use, the
guides proved popular with clients,
prompting all CMS firms to collaborate
on the new report.
The CMS Guide to PPP in Europe is the only
Europe-wide reference to PPP laws currently
available, and draws on the expertise of our
lawyers in projects such as the R1 motorway,
the first PPP project to close in Slovakia.
“The initial impetus behind the guides
was simple: investors and sponsors consider
CEE on a regional, not a country-by-country
basis,” says London partner Rob Gray, who
coordinated the report.
“As a firm with strength across the region,
it seemed sensible to pull the relevant
information about the individual jurisdictions
into a single convenient reference guide.
And with the market developing quickly,
it seemed appropriate in 2010 to broaden
it out to include the whole spectrum of
PPP in Europe, using our expertise across
the continent.”
The report introduces key information for
each jurisdiction and covers the general
legal system, specific PPP laws, procurement
laws, local funding and security issues.
“It’s designed to be continuously useful:
a reference document readers can have
on their shelf to dip into as required,” says
Paolo Bonolis, partner in Rome.
The publication reports on changes in
legislation in various jurisdictions, such as
the introduction of new PPP laws in Bosnia
and Herzogovina and new rules concerning
public works concessions in France. It also
provides a summary for each jurisdiction’s
governmental response to the financial crisis.
The guide was distributed both in hard
copy and electronically to clients and leading
industry organisations across Europe and
received coverage in, for example,
Infrastructure Journal. “Clients have been
extremely positive, saying that it’s very useful
having this information for all of Europe in
one place,” adds Gray.
The CMS Guide to PPP in Europe provides
up-to-date, in-depth information on PPP
throughout the continent
CMSLEGAL.COM/INFRASTRUCTURE-PROJECT-FINANCE
La ‘CMS Guide to PPP
in Europe’ (guida alle
partnership tra il settore
pubblico e il privato in
Europa) è l’unico testo
attualmente disponibile,
a livello europeo, che
comprende tutte le leggi
che riguardano la PPP
“The CMS Guide to PPP in Europe is
the only Europe-wide reference
to PPP laws currently available”
24 CMS ANNUAL REVIEW 2010–2011
INFRASTRUCTURE & PROJECT FINANCE
Legal Business
Regulatory Team
of the Year (UK) 2011
AWARDS
15. CMSLEGAL.COM/INTELLECTUAL-PROPERTY
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.”
European Parallel
Trade Review 2011
PUBLICATIONS
CMSLEGAL.COM/NEWSMEDIA/PUBLICATIONS
26 CMS ANNUAL REVIEW 2010–2011 27
CLIENT SERVICES
INTELLECTUAL PROPERTY
Working together to crack
down on counterfeit goods
W
ith 150 lawyers across CMS
who specialise in intellectual
property (IP), we understand that
IP is one of the most important assets an
organisation can have. We have extensive
expertise in helping clients secure and protect
their strategic IP rights, with the focus
spanning the full suit of rights from brands
and trademarks to patents and copyright,
and work ranging from litigation proceedings
to strategic advice and due diligence.
Protection against counterfeit goods
Two of our IP experts, Zurich-based Robert
Briner and Brussels-based Tom Heremans,
work with colleagues across CMS to protect
clients against counterfeit goods and
illegitimate parallel imports being traded
through Europe. Counterfeiting is a serious
problem in Europe, with the majority of
counterfeited goods entering the continent
from China and Thailand. Our well-
established relationships with European
customs authorities are one of our main
strengths in this area. They enable the
seizure of counterfeit goods throughout
Europe to happen effectively and
cost-efficiently.
“AtCMS,wecoordinatetheprocessof
lodgingapplicationswithbothcommunity
andnationalimportandexportauthorities
sothattheyhavetheinformationthey
needtospotcounterfeitgoods,”Brinersays.
“EUcustomsauthoritieschargenofees
forthis,soit’sausefulclientservicethatcan
becoordinatedEurope-widebytheCMS
IPteam.”
“The aim is to help clients protect their
goods against counterfeiters over the long-
term,” Heremans continues. “The CMS
coordinating office keeps up a dialogue with
the relevant customs authorities, giving
them information about the client’s products
– such as samples or photos – so that they
Mit Hilfe unserer
Rechtsexperten an
den verschiedenen
CMS Standorten
verfolgen wir das Ziel,
das geistige Eigentum
unserer Kunden, von
der Wiege bis zur Bahre,
umfassend zu schützen
und zu verwerten
“With industry experts in different CMS
jurisdictions, we strive to assist our clients
in protecting and exploiting their intellectual
property from beginning to end”
become increasingly efficient at picking
out counterfeits.”
Clients can specify the extent of the
information that comes through to them.
One CMS client, a global telecommunications
devices company, only wants to know about
seizures that are above a certain threshold.
This means that although we are in constant
dialogue with customs on our client’s behalf,
we deliver to the client only information
about the seizures that they feel are
relevant to their business.
“From there,” says Heremans, “there is a ten-
day period to determine whether any seized
goods are counterfeit, during which we work
closely with our client’s technical experts.
If the goods are counterfeit, we then start
further investigations or, if needed, litigation,
with the CMS coordinating office acting as
the key point of contact for the client in all
subsequent technical and legal matters.”
Coordination of
parallel trade advice
Parallel imports are genuine, non-
counterfeit products imported into
different countries without the permission
of the intellectual property owner. Some
parallel imports are legal and can move
freely around the common market, and
others are illegal – this depends on the
particular circumstances and constraints
may be different in different jurisdictions.
CMS has strong local and international
expertise in parallel trade and can advise
on the particularities relevant to each
jurisdiction. We rely on our specialist
regulatory, competition and IP lawyers
to coordinate pan-European,
interdisciplinary advice.
London-based IP partner Nick Beckett chairs
the European Parallel Import Subcommittee
of the International Trademark Association,
the main international body that represents
brand owners. In spring 2011, the European
Parallel Import Subcommittee organised
a webinar in which customs officials from
The Netherlands and Germany discussed
best practice for taking action against
illegitimate parallel trade. With 500
delegates participating in the webinar,
which also covered the differences between
national and EU legislation in this area,
it was an undoubted success. Maintaining
this kind of engaged dialogue between
European customs officials, CMS and our
clients is the most effective way to ensure
that clients can rest easy about the
distribution of their products within
European markets.
The CMS Intellectual Property
team meets in Madrid, April 2011
16. AWARDS
Leaders League:
Rising Team Pharma/
Lifesciences (France) 2011
Corporate International
Global Awards
Pharmaceutical Legal
Adviser of the Year:
(Czech Republic) 2010
28 CMS ANNUAL REVIEW 2010–2011 29
TRANSACTION
LIFESCIENCES
T
he Lifesciences team, long a
recognised leader in IP, commercial,
regulatory and competition matters,
is developing a market-leading reputation
for servicing complex cross-border deals.
CMS acted on multi-jurisdictional deals in
the sector over the last year with values
ranging from €50 million to several billion
euros. Some of the leading pharma and
medical device companies that have turned
to CMS for help with cross-border deals
include Fresenius, Medtronic and Takeda.
Mergermarket has ranked CMS as the
number one law firm in Europe by volume
of Lifesciences M&A transactions for two
years running. “CMS offers unrivalled breadth
and depth of Lifesciences expertise across
Europe and in the ‘Pharmamerging’ markets
such as Russia and China,” says David Butts,
CMS Head of Lifesciences. “Over the next
year, we expect to advise and complete
on cross-border deals of increasing size
and complexity.”
Of note, CMS successfully advised
longstanding client Takeda Pharmaceutical
Company Limited, the largest Japanese
pharmaceutical company, on its €9.6bn
(debt-free, cash-free) acquisition of Swiss
drug company Nycomed A/S. This
transformational deal was signed in
May 2011 (subject to competition
clearances). The complex transaction
was led out of the UK and involved
seamless coordination between CMS
offices in several countries, including
Austria, Belgium, China, France, Germany,
Italy, The Netherlands, Poland, Russia,
Spain, Switzerland and Ukraine.
CLIENT SERVICES
Cross-border due
diligence against
the clock
In spring 2011, Moscow-based CMS associate
Julia Fedorova worked around the clock
on cross-border due diligence on a large
international pharmaceutical project.
Asked to check if any patents existed for eight
specific products, she had a week to identify
whether the relevant chemical formulas had
any current trade names related to them.
Working closely with colleagues in the
UK and Ukraine was crucial to the successful
outcome. “Russian legislation is quite
complicated and can be difficult to explain
to Western-minded clients. I discussed the
relevant legislation and its background
in depth with my CMS colleagues so that
they could present in more comprehensible
ways to the client,” she says.
European distribution success
We advised a global top-five pharmaceutical
company on a co-promotion and distribution
agreement for a new medicine in seven
countries. Such cross-border deals have
become more common in recent years
thanks to a system for central authorisation
at EU level, established in 2004.
“CMS advised the client on an agreement
with the holder of the central authorisation,
which granted distribution rights in the UK
and co-promotion rights in France, Germany,
Italy, Spain, Portugal and Canada,” explains
Jens Wagner, Partner in Hamburg. “We
coordinated the work out of Germany and
called on expertise from across CMS for
matters of specific local legislation.”
CMSLEGAL.COM/LIFESCIENCES
Takeda Client Relationship Partner Nick
Beckett comments: “We have worked
closely with Takeda since 1997 and this
transaction showed CMS at its best –
true cooperation across our offices in
Europe, ensuring a successful result for
our client. We have the right team and
unparalleled sector expertise in place
to have been able to support them with
a ‘one-stop shop’ for this significant
European acquisition.”
The Lifesciences team, working with
our Private Equity colleagues, has also
developed a strong practice advising PE
clients on sector transactions. In the last
year, we advised funds including Advent
International, BC Partners (see Private
Equity, p.14) and RoundTable Healthcare
Partners on acquisitions and disposals
of equity stakes in a range of companies
across Europe, including pharma and
medical devices companies, female
health/IVF clinics, diagnostic clinics
and medical laboratories.
With more than 50 Lifesciences lawyers in
over 15 jurisdictions, we are well equipped
to advise our clients on their investments
in the emerging economies of Eastern
Europe and beyond. “We offer clients one
central contact for all their work in emerging
markets,” says Butts. “A team with expertise
in every relevant jurisdiction can quickly
be established; and unified due diligence,
transaction documents, and other support
and advice can be coordinated and
delivered through a single CMS deal
team – even a single point of contact –
if the client so requires.”
A ‘one-stop shop’ for
European lifesciences
law firm in Europe by volume
of Life Sciences M&A transactions
2010 (source: Mergermarket)
RANKINGS
1st
17. CMSLEGAL.COM/ENERGY
30 CMS ANNUAL REVIEW 2010–2011
CLIENT SERVICES
The Third Energy Package (IME and IMG –
Directive 2009/72/EC and Directive 2009/73/
EC) is transforming the way in which energy
markets work within Europe and is also
affecting the ownership of assets. In order
to enhance the internal markets, a key aim
of the package is to make transmission
networks fully independent from supply
and production interests. “The Third Energy
Package is a significant step forward in the
construction of an effective single European
energy market,” says Robert Lane, Head of
the Energy group.
The unbundling requirements of the
Third Package can be complex, with
different EU Member States facing
different choices and options on how to
implement it. “Energy is becoming an
increasingly European matter,” says Cecilia
van der Weijden, partner in Amsterdam,
“but local differences still play an important
role.” In The Netherlands, for example,
unbundling has already been implemented
through the Dutch Electricity and Gas Acts,
but this has led to a debate as to whether
ownership unbundling is in violation of EU
law in relation to property, depending on
the way it is introduced. But, as Félix
Plasencia, partner in Madrid, remarks,
“these local particularities must blend in
with a Europe-wide picture.”
The coordination of the unbundling
obligations with local circumstances is the
perfect challenge for us. “We are able to
combine local expertise with knowledge
of developments in other countries,” says
Martika Jonk, partner in Amsterdam.
Madrid-based partner Pablo Dorronsoro
adds, “We work regularly with large
energy companies, governments and
regulators, both in Europe and in other
jurisdictions, such as Algeria and Morocco,
where we are also based. This gives us a
great insight into how to give really practical
advice when implementing directives.”
The Third Energy Package follows on from
the first two sets of changes and we have
been involved in them all. Indeed, in London
we undertook the original study for the
European Commission which led to the
First Energy Package back in 1996. Since
then, we have advised on Energy Package
implementation in all the countries where
we have offices, and also in other EU
countries including the Republic of Ireland
and Greece. “Little did we know back in
the early 1990s what our initial advice
would lead to,” remarks Lane.
Helping to transform
the way Europe
delivers its energy
Coordinar la separación
de obligaciones y las
circunstancias locales es
el reto perfecto para CMS
“The coordination of the
unbundling obligations with
local circumstances is the
perfect challenge for CMS”
CLIENT SERVICES
Advising on global
energy issues
T
he Gulf of Mexico oil spill in 2010
triggered global debates over the
dangers of deep-water drilling and
where responsibility for environmental
damage should lie. In the case of the UK,
the Government rejected the European
Commission’s call for a moratorium on
UK continental shelf offshore drilling on
grounds of safety, but it agreed to work
with the EU to draw up a directive based
on the ‘polluter pays’ principle.
Significant advances have already been
made in UK well systems since the 1988
Piper Alpha disaster in the North Sea, in
which 157 people died. “The measures and
changes that the UK adopted after Piper
Alpha have been seen as the way forward
for others internationally,” says Penelope
Warne, Energy partner. Even so, given the
planet’s limited energy supply, the rising
price of oil and high-stakes geopolitics, the
role of oil and gas will remain central to
global needs for very many decades ahead,
and it is urgently necessary to find further
solutions for security of supply.
Our oil and gas team is a global leader in
providing expert advice on critical issues that
affect the oil and gas industry. CMS lawyers
are members of influential bodies such as
the Oil Spill Prevention, Response and
Advisory Group (OSPRAG) in the UK, taking
proactive steps to continually improve all
aspects of health, safety and environmental
issues. We are working with other experts at
the cutting edge of technical solutions –
and also on insurance and liability issues –
in order to promote best practice in all areas.
We are also leading in the area of renewable
energy. We recently published a report that
highlights the political, fiscal, commercial
and regulatory impact of clean technology
on different business sectors, as well as an
in-depth study of government support
mechanisms for renewable energy
production across 20 European countries.
We have used our expertise to advise on the
development and financing of renewables
projects throughout Europe, ranging from
offshore wind farms in Germany to solar
power projects in Spain and Italy.
When it comes to the critical issues
of future energy security, our
industry experts help find solutions
ENERGY
The CMS Energy team at a
meeting in Warsaw, April 2011
31
18. 80+countries
Delivery to
Dans un panel multi-cabinets, le rôle
du coordinateur local est de rester aussi
proche que possible de l’équipe du client,
et de s’assurer qu’on lui apporte l’expertise
adéquate à chaque fois que nécessaire
“In the context of a multi-firm panel, the role of a local relationship
manager is to keep as close as possible to the client’s team, and to provide
them with the necessary expertise”
Anne-Laure Villedieu
Associate, Paris
CMSLEGAL.COM/TMT---TECHNOLOGY--MEDIA-TELECOMS
32 CMS ANNUAL REVIEW 2010–2011 33
CLIENT SERVICES
Streamlining BT’s
global legal spend
F
ollowing our appointment in late 2009
to BT’s legal panel, the TMT team has
put in place a range of structures to
help the telecoms giant to manage its global
legal spend more effectively. We now work
for BT in more than 80 countries, primarily
in the commercial, real estate, litigation,
anti-trust/regulation and corporate fields,
though our team also increasingly handles
the full range of BT work.
BT was looking for a closer, more proactive
relationship with its lawyers, as well as a
firm with genuine international reach.
Chris Watson, Client Relationship Partner
for BT, and his team have worked hard to
deliver this. With an innovative reporting
tool, we analyse each assignment and
BT’s legal spend. We have also taken on
document management and many other
administrative tasks that would normally
be done in-house. Our Knowledge
Management team works closely with
BT providing invaluable know-how and
training support.
Meanwhile, bespoke billing systems
include pitching for work on a risk-
and-reward basis; conditional fee
arrangements for litigation; providing
a single point of billing for all firms
worldwide with unified volume rebates;
and grouping related projects in order
to provide economies for the client.
Watsonsays:“Sustainedefforthasgone
intobuildingtrustandunderstandingand
breakingdownbarriersbetweenCMSand
BT,andthisincludesaconstantstreamof
secondeesmovingbetweenthetwofirms.”
A radical account management system for
key client BT is creating a blueprint for other
large accounts at CMS
Fields
• Corporate
• Commercial
• Anti-trust/regulation
• Real estate
• Litigation
“WorkingwithCMShasbeenaverypositive
andmutuallybeneficialexperience.Wewere
impressedwithhowChrisWatsonandother
membersoftheCMS teamtook thebullbythe
hornsanddidjustabouteverythingtheycould
possiblydotodevelopandcementstrong
workingrelationships.
“Itisthispositiveattitudeandapproachthat
hasenabledsuchasolidrelationshiptobe
builtinsuchashortspaceoftime.I’msure
ourrelationshipwillcontinueto gofrom
strengthtostrength.”
GarethTipton
RelationshipManager,BT
“Duringhisthree-monthsecondmentatBT
Netherlands,[CMSassociate]SimonSanders
combinedhigh-qualitylegalexpertisewithan
in-depthICTmarketknowledge.
“Hissharpinsightsandnaturalinstinctfor
business-relatedandcommercialaspectsmade
surehisadvicewasalwaystothepoint.”
BarbaraMuller
HeadofLegal,BT,Benelux
BT’s perspective
AWARDS
Corporate International
Global Awards
Telecoms Law
Excellence Award:
(England) 2010
Information Technology
Legal Excellence Award:
(England) 2010
Telecoms Law
Excellence Award:
(Hungary) 2010
Legal Business
Award:
TMT Team of the Year (UK) 2010
CMS ACCOUNT
MANAGEMENT
BT
RISK-AND-REWARD
BASIS PITCHING
CONDITIONAL FEE
ARRANGEMENTS
BESPOKE BILLING
SYSTEMS
SINGLE POINT
OF BILLING
UNIFIED
VOLUME
REBATES
GROUPING RELATED
PROJECTS
DOCUMENT
MANAGEMENT
KNOWLEDGE
MANAGEMENT
PROJECT
MANAGEMENT
LEGAL SPEND
ANALYSIS
ADMINISTRATIVE
TASKS
TECHNOLOGY, MEDIA & TELECOMS
The CMS TMT team working
together in Madrid, March 2011
19. 34 CMS ANNUAL REVIEW 2010–2011 35
CLIENT SERVICES CLIENT SERVICES
C
MS worked on the second-largest
private transaction ever to take place
in Serbia: the acquisition of the
country’s biggest supermarket chain by
Belgian food retailer Delhaize Group.
Teams from eight jurisdictions including
Brussels, Belgrade and London worked
for more than a year on the €932.5m deal,
which sees Delhaize take on Delta Maxi
Group’s 450 stores in Serbia, Bulgaria,
Bosnia and Herzegovina, Montenegro
and Albania. Closing is expected to occur
by the end of August 2011.
Combined with its existing supermarket
network in Greece and Romania, the
purchase will make Delhaize a leading
retailer in South Eastern Europe. The
company also operates in Belgium, the
US, Greece, Romania and Indonesia.
In January 2010, we were appointed
to handle corporate/M&A matters in
Europe, with competitive pricing and
international expertise playing a key role
in our success. We are now also working
for Delhaize on commercial, real estate,
energy and litigation matters.
Corporate partner Vincent Dirckx in
Brussels and Louise Wallace, Corporate
partner in London, agreed that the
transaction was only possible because of
our seamless international capability and
geographic coverage. Dirckx commented:
“This proves what European powerhouse
CMS can deliver.”
The transaction was under English law,
with due diligence being coordinated in
Belgrade by Nataša Zavišin and real estate
matters handled by Stojan Semiz. Our team
in Belgium advised on the initial phase of
the deal structuring and on the negotiation
of the overall terms of the transaction,
while our London team led on the sale
and purchase arrangements.
“Simply put,” says Philippe Dechamps,
General Counsel for Europe and Asia,
Delhaize Group, “the CMS team has
delivered a best-in-class, outstanding
performance in the acquisition of Delta
Maxi, which was very unusual by all
standards – complexity, structure and
duration. Delhaize Group has found a
reliable partner that managed to build
trust not only with us at the Legal
Department, but also with our business
operations and our management. Key to
success were the integration of the in-house
and outside counsels, rapid decision-making
and clarity in strategic choices. A job
well done!”
As a significant piece of inward investment,
the deal attracted top-level political and
media attention in Serbia and Belgium,
with involvement from the President and
a speech from the Prime Minister at the
dinner following the signing of the deal.
The Belgian ambassador also attended.
Dirckx and Wallace believe the transaction
paves the way for similar deals in the future,
as M&A activity gathers pace in the Balkans.
“In the UK and Western Europe, there is
little scope for large-scale consolidation
in the food retail sector, but in Central
and South Eastern Europe, there is still
consolidation play available,” says Wallace.
Legal trends in the consumer products
industry were the focus of our Consumer
Products sector group’s annual workshop,
held in November 2010 in Zurich. A range of
clients were in attendence, including Diageo,
Beiersdorf, Daniel Swarovski, Philips and FIFA.
We were also lucky enough to have some
excellent external speakers.
Our talks covered plenty of ground. Zurich-
based partner Stefan Brunnschweiler and
Düsseldorf-based partner Dietmar Rahlmeyer
began the proceedings with a discussion
about e-commerce. They looked at the
practice of streamlining internet sales in their
own jurisdictions and what implications this
has further afield.
German associate Heike Blank talked about
health claims in advertising, a vital topic for
all food and drink companies. Susan Hankey,
partner in London, spoke about category
management, another key issue for all
consumer product companies. These talks
generated substantial interest and lively
debates on the various issues involved.
We then revisited the competition theme in
a talk given by partner Małgorzata Urbańska
from Warsaw and associate Virginie Coursière
from Paris, who spoke about resale price
maintenance and information exchange
between competitors.
For the final talk, we welcomed partners
Andrew Halper and Steve Yu from our China
office. Entitled ‘Over the Chinese Wall’,
it looked at doing business in the Chinese
market and getting products to consumers
there, taking into account how rapidly the
country’s economy and infrastructure have
developed over the past few years.
London-based partner Susan Barty remarks:
“The workshop was an excellent opportunity
to discuss industry issues and meet and talk
to clients who attended, some of whom had
travelled quite a distance to be there. I hope
that they also enjoyed the opportunity to
network with others in the industry.”
Delivering growth
for Delhaize Group
Our Consumer Products
annual workshop looks
at industry trends
CONSUMER PRODUCTS
CMSLEGAL.COM/CONSUMER–PRODUCTS
L’équipe CMS a délivré une excellente
prestation, de très grande qualité”
Philippe Dechamps, Groupe Delhaize
“The CMS team has delivered a best-in-class, outstanding
performance” Philippe Dechamps, Delhaize Group
20. 37
TRANSACTION
Developing an
innovative approach
to hotel ownership
for Accor
I
n a challenging year for the Hotels &
Leisure industry, international hotel
chain Accor kept us busy.
We advised it on the €154m sale and
leaseback to Invesco Real Estate of five
hotels in Germany, Italy, France and
Slovakia. We also advised it on the
€367m sale and leaseback of 48 hotels
in Germany to Predica and Foncière des
Murs, as part of a larger portfolio sale.
“Accor comes to us because we have
Hotels & Leisure sector expertise and
a capability to advise key players in the
European market on their cross-border
transactions, regardless of which and how
many jurisdictions are involved,” says
Hermann Stapenhorst, partner in Berlin
and Head of the Hotels & Leisure Group.
Our relationship with Accor on the
transaction side started four years ago.
We have been able to use our sector
expertise to develop a standard form
variable lease – an innovative agreement
where rent is a percentage of the hotel
turnover, meaning that the landlord
shares in the risk. This innovative structure
is being repeated multiple times with
different portfolios, helping Accor with
its strategy of divesting real estate assets
while retaining its operational role.
Accor has now given us a new instruction
to sell 20 hotels in Central and Eastern
Europe, involving lawyers from Budapest,
London, Paris, Prague, Vienna and
Warsaw. The increased activity signals a
wider recovery in the industry as a whole,
believes Thomas Page, London-based
partner in the Hotels & Leisure Group.
“Things are looking a lot more positive
than this time last year,” says Page.
“Activity is not back to 2006/07 levels,
but there are significant signs of
improvement in the sector.”
Superb connections and a finger on the
pulse of the hotel industry cemented our
relationship with Invesco Real Estate. The
Hotels & Leisure team has been building
a relationship with Invesco for some time
and was appointed in November 2010 to
advise on all future acquisitions under its
new pan-European hotel fund.
The fund will have approximately €600m
to spend in the next three years. There will
also be additional deals where Invesco is
mandated to act for investors outside the
fund. Activity is likely to be intense during
2011, and while debt financing remains
difficult for highly geared private equity
firms to obtain, it gives cash-rich buyers
such as Invesco a competitive edge.
As a trusted partner, we offer strategic
insight as well as international legal expertise.
“We have regular conversations with them
about trends in the industry, where we see
the market going and areas where the market
looks good,” says Thomas Page, London-
based partner in the Hotels & Leisure Group.
CLIENT SERVICES
in number of leisure sector M&A
deals completed since January 2010
(source: Mergermarket)
RANKINGS
1st
CMSLEGAL.COM/HOTELS–LEISURE
CMS takes the lead in advising
key players in the European
Hotels & Leisure market
Delivering cross-border
investment advice
to Invesco
HOTELS & LEISURE
Accor nous a désormais
demandé de le soutenir
lors de la vente de
20 hôtels en Europe
centrale et orientale
“Accor has now given us a new
instruction to sell 20 hotels in
Central and Eastern Europe”
36 CMS ANNUAL REVIEW 2010–2011
21. BRAZIL CHINA
Good communication
is at the heart of our
work, between people
and across borders
38 CMS ANNUAL REVIEW 2010–2011 39
CLIENT SERVICESEMERGING MARKETS
The BRIC countries have dynamic economies, booming
specialist sectors and growing global political clout.
A long-established player in emerging markets, we have
the collective experience and skills to meet all legal needs
in these challenging and fascinating countries.
INDIA
RUSSIA
Our lawyers, several of whom have
been based in Brazil for many years,
have extensively advised clients on major
infrastructure projects, corporate
transactions and disputes in the energy,
telecommunications and mining sectors.
We have both the in-depth experience
and the knowledge to assist clients on
transactions in Brazil in virtually any
sector and of any size.
Ted Rhodes
Managing Partner, Brazil
With roots dating back nearly 20 years,
CMS, Russia advises on projects in energy,
power, infrastructure, construction and
real estate. The firm also offers high-end
tax, employment, IP/IT, commercial and
banking and financial services, and is active
in the field of M&A (cross-border and local
transactions). Among the largest international
firms in Russia, we are highly committed
to the country. We are known both for
advising foreign investors into Russia and
advising Russian firms expanding abroad.
Jean-François Marquaire
Managing Partner, Russia
We have been involved in India since the early
1990s, when various sectors, chiefly power,
oil, gas and infrastructure, were liberalised and
opened to foreign private investors. Among
others, we have advised on Greenfield power
initiatives, roads, water and port projects and,
more recently, transmissions and rail projects.
Given the country’s sustained economic
growth, Indian corporations are strengthening
themselves by acquiring overseas assets. We
offer them a one-stop shop service for all their
acquisitions in Europe.
Richard Price
Partner, CMS India Group
CMS, China has been active in China
for almost 20 years. We serve clients in
the country through our representative
offices in Shanghai and Beijing. We offer legal
advice in the areas of corporate and M&A,
banking & finance, competition, commercial,
employment, real estate & construction,
intellectual property rights, dispute resolution
and tax. We successfully advise both foreign
companies doing business in China and
Chinese companies doing business abroad.
Ulrike Glueck
Managing Partner, China
Matter management
MG: “A matter is managed from the moment
a client instructs us on a piece of work and
we strive to make this process as efficient
as possible. Our lawyers are trained in project
management and experienced in
communicating clearly. They understand that
the way the matter is managed is just as
important to a successful outcome as the
legal work. At CMS, we work hard to bring
the two together seamlessly.”
Quality control
IH: “Quality is in the eye of the beholder. Our
vision of quality is that we understand exactly
what each client wants and ensure that we
can deliver it. Legal quality is of the highest
priority, but every client has its own ideas for
what else constitutes quality, and it is up to us
to understand this and deliver on it.”
Fee estimation
MG: “Clients are increasingly fee-sensitive
and we want to be sure that we deliver value
for money. We work together with clients to
agree on the scope of a project, so from the
outset there is clarity about what is included
in the fee. Our highest priorities are
transparency and offering the most valuable
service that is available throughout Europe.”
Communication
IH: “It’s important that good communication
is at the heart of our work, between people
and across borders. We understand that
building trusted relationships is key to
successful client relationships, and we’re
dedicated to doing this by getting to
know our clients and working closely
with them.”
Account management
MG: “Our mission is to be the best European
provider of legal and tax services. We aim to
bring together the best of Europe to deliver
a better, more valuable service to our clients.
Getting account management right is central
to this, and we put significant resources into
making sure we do so.”
IH: “And as our structure evolves in the
future, we expect to be increasing our range
of client-facing infrastructure so that we can
proactively support more client needs.”
AWARDS
Chambers Europe:
German Client Service Law
Firm of the Year 2011
Financial Times:
Ranked 7th for innovation,
FT Innovative Lawyer
Awards 2010
When picking a law firm, clients want a clear, evidence-based
answer to the question: “What makes you different from everyone
else in a way that adds value?” Matthew Gorman, Executive
Director, and Ilan Hanohov, Head of Business Development,
explain the fundamental features of the CMS service.
22. 40 CMS ANNUAL REVIEW 2010–2011 41
OUR PEOPLE
PEOPLE AND DEVELOPMENT CMS FOOTBALL CUP
The CMS Academy
helps to build trusted
relationships and develop
employees’ skills
The annual CMS Football Cup
is a highlight in our calendar
M
atthew Gorman, Executive Director,
stresses the importance of our
people’s development: “For us to
deliver a seamless, consistent level of service
to our clients, we want our people to know
and trust one another, so we engage in a
number of initiatives that bring our people
together. Notably, we have established the
CMS Academy. The CMS Academy plays a
critical role in helping support cross-border
coordination and strong, trusted
relationships. It provides a range of
opportunities for our people to learn
and practise the so-called ‘soft skills’
that are so vital to a lawyer’s work.”
The CMS Academy provides training
in a number of areas, including:
• Managing client relationships
• Matter management
• Networking
• Intercultural skills
• Negotiation
• Influencing.
Gorman continues: “Our CMS Academy
also offers more internally focused sessions
on understanding how a modern law firm
works, as well as how to manage and
develop a legal career. CMS Academy
face-to-face workshops are supported
by CMS TV – a series of brief online videos
that provide relevant training modules
on demand, online.”
May 2011 saw a major
highlight in our CMS
calendar – the annual
CMS Football Cup,
which took place in
Prague. More than
350 CMS colleagues,
forming 37 teams from
17 jurisdictions, came
together to compete
in this well-attended
event to reign as the
CMS champions.
Following a closely
contested tournament,
the Bulgarian team won
the ladies’ competition
and the men’s trophy
was lifted by the
Spanish. The event is
an excellent networking
opportunity for
colleagues from across
Europe to interact and
attendees continue
to build on the
relationships made
on the playing field.
We engage in
a number of
initiatives that
bring our people
together
Underneath the CMS
Academy umbrella sit:
• Partners’ Induction Meeting (the ‘PIM’):
an annual gathering of all new partners at
IMD in Lausanne, Switzerland, including
high-level training and development on
the issues of partnership, leadership and
business development, as well as the
‘CMS approach’ to client relationships.
• Partner Peak Performance: a 12-month
programme for more senior partners
which makes extensive usage of coaching
and workshops to help participants
manage and develop their practices.
• Core Curriculum: held two or three times
a year in various cities, this event brings
together junior and senior associates for
intense, high-quality training.
• One-off courses: both in person and
online (including videoconferencing), on
important skills such as English language
drafting, pitching and presentation skills,
as well as more technical sector and
subject-specific topics.
Our support functions (Finance,
IT, HR, Marketing) regularly meet to
cooperate on joint projects and share
best practice so that all firms benefit
from the collective know-how of
the individual firms.
AWARDS
Belgian Legal Awards:
Best Firm To Work For, 2010
The Lawyer HR Awards:
Most Innovative Recruitment
Initiative (UK) 2010
23. Germany
• Pro bono work for the BISS
foundation, on a project
which involves 40 training
places to give disadvantaged
young people a better future
• Carisma: helping to integrate
disabled people into the
job market
• Sponsoring the arts, including
lit.COLOGNE, Gewandhaus
zu Leipzig and Stuttgart
State Theatre
CORPORATE SOCIAL RESPONSIBILITY
Despite a tough economic climate, we have
supported more than 60 charities, schools
and NGOs in the past 18 months through
our legal and business expertise, charitable
donations and people. This is something we
are incredibly proud of, and also something
that we continually strive to improve on.
HUNGARY
CZECH
REPUBLIC
BELGIUM/
LUXEMBOURG
ROMANIA
UKRAINE
THE
NETHERLANDS
FRANCE
UK
SPAIN
SWITZERLAND
AUSTRIA
GERMANY
ITALY
Our commitment to supporting
international pro bono activities is shown
through our partnership with Advocates
for International Development (A4ID). This
charity improves access to justice by enabling
lawyers from around the world to use their
skills to support the eradication of poverty.
CMS in the UK and Central and Eastern
Europe has been a strong supporter
of A4ID for some time. In July 2010, we
extended this commitment to working
globally across multiple practice areas.
Our lawyers are now able to deliver
pro bono support in all 29 jurisdictions
where we operate.
This work includes advising international
child protection charity EveryChild on
managing its intellectual property and
on the local registration requirements of
its Ukraine and Russia members. We helped
Our Sansar – an organisation that supports
orphans and street children in Nepal –
to develop its internal equal opportunities,
diversity and harassment policies. And we
advised Christian Aid on the standards
imposed on companies under English
and international law regarding
carbon emissions.
By extending our relationship with A4ID,
we have strengthened our Corporate Social
Responsibility initiatives and look forward
to seeing this relationship prosper in the
coming years. We also welcome client
participation in such pro bono projects.
POLAND
BULGARIA
Hungary
• Red Nose Clown Doctors
Foundation and Seedling
Trust Foundation
• British Chamber of Commerce
in Hungary, the Hungarian
Chamber of Commerce in
Netherlands, HVCA –
Hungarian Venture Capital
Association and Hungarian
Construction Innovation
Association
• Noah’s Ark Animal Shelter
Foundation during the
Hungarian floods in July 2010
• Habsburg Eilika FoundationPoland
• Welcome to Our World, a joint
educational project linking a
school in Warsaw with a school
in London
Italy
• Donated games, clothes, books
and other materials to Robin’s
Nest Orphanage in Zambia
• Providing financial support
to pay the enrolment fees
of a boy from Robin’s Nest,
enabling him to complete
three years of education
Austria
• CMS runners from Austria,
Russia and every central and
eastern European country
participated in the 2011
Vienna City Marathon, forming
17 relay teams, raising over
€13,000 for a number of
different charities
Czech Republic
• Education for Ousman Camara,
a young boy in Guinea
• Christian Refuge Orphanage
Centre in Ghana
• Sponsoring a young
international student to
support volunteers in Malawi
renovating elementary schools
Switzerland
• Helping the victims of the
2010 Haiti earthquake
Belgium/Luxembourg
• International Polar Foundation
The Netherlands
• Advocaten voor Advocaten
(Lawyers 4 Lawyers),
supporting lawyers abroad in
difficult positions/countries
• Providing pro bono advice to
the VoorleesExpress project
to reduce language problems
in children of immigrant parents
who do not have Dutch as their
first language
• Sponsoring the annual project
of Stichting Kinderpostzegels
to raise money for education
projects for children in The
Netherlands and worldwide
• 1% fair-share partner of
Nationaal Fond Gehandicapten-
sport (donating 1% of
sponsoring budget to this fund
for sports for the disabled)
Spain
• Participating in sessions
of Know your Laws – training in
laws that can affect the daily lives
of immigrant workers in Madrid
• Collaborating with Carmen Pardo-
Valcarce Foundation (programme
for people with learning difficulties)
UK
• Pro bono advice through
Advocates for International
Development, LawWorks
• East London Business Alliance,
Hackney Business Ventures
and Inspire
• Whitmore Primary, Hackney
Free Parochial and Stoke
Newington High School
through literacy, numeracy
and mentoring programmes
• Sponsors of Macmillan Cancer
Support, Special Olympics, Barts
and the London Charity and
Meningitis Research Foundation
Ukraine
• Foundation “Likarinfund”,
for orphans and children
with illnesses
Bulgaria
• Pro bono work for the
American Chamber
of Commerce
• CedarFoundation:supporting
disabled orphans
France
• IMS-Entreprendre pour la Cité,
which helps companies devise
and implement CSR policies
• Noé Conservation, which is
committed to maintaining
global biodiversity
• Loisirs Pluriel, which helps disabled
and able-bodied children to meet
and participate in shared activities
• Haïti Futur, which is dedicated
to improving conditions in Haiti
Romania
• United Way and Hospice
Casa Sperantei
CMS supports A4ID
Our pro bono, voluntary and
charitable work across Europe
42 CMS ANNUAL REVIEW 2010–2011 43
24. As set forth in our constitution, we are
governed by consensus, which means that
decisions require unanimous consent from
all members of the Executive Committee.
This committee represents all member firms
equally, regardless of the amount of their
financial contributions (calculated as a
standard percentage of their revenues).
EXECUTIVE
COMMITTEE
MANAGING
PARTNERS’ GROUP
PRACTICE AND
SECTOR GROUPS
PARTNERS’ ANNUAL
MEETING
CMS
FIRMS
CMS
COUNCIL
CMS EXECUTIVE
TEAM
1. Executive Committee:
The Executive Committee is comprised
of the Executive Director and the Managing
Partners of all CMS firms, as well as one
additional partner per firm. Meetings
are led by the CMS Chairman, who is
our ambassador and spokesperson,
both internally and externally. The group
meets every other month in a different
CMS country.
2. Managing Partners’ Group:
The Managing Partners’ Group, comprised
of the Managing Partner of each CMS firm,
is responsible for executing CMS strategy.
This group decides operational issues, again
by consensus, and meets every other month.
The group is chaired by the CMS Executive
Director, who is also responsible for
CMS’ daily operations.
3. Practice and Sector Groups:
These ‘areas of expertise’ groups are all about
business development and doing the work
for our clients. The Executive Committee
appoints the head of each group who, in
turn, works with a small leadership team.
4. CMS Executive Team:
Based primarily in Frankfurt and managed
by the Executive Director, the CMS Executive
Team carries out primary support functions:
business development, IT, finance,
marketing, training and development.
5. Partners’ Annual Meeting:
A gathering that includes all 700+ partners
for three days of training and networking.
6. CMS Firms:
CMS member firms adopt their own local
strategies, recognising ‘local expertise’ in
understanding what works best for their
organisation in their specific markets.
7. CMS Council:
The council is made up of one partner
representative from each member firm,
usually the Senior Partner, and meets on
an annual basis.
Key groups
There are seven key aspects defining our
organisation and governance.
Created by Wardour
www.wardour.co.uk
Portrait and people photography by Theo Cohen
Printed by Park Communications on FSC® certified
paper. Park is an EMAS certified CarbonNeutral ®
Company and its Environmental Management
System is certified to ISO14001.
100% of the inks used are vegetable oil-based, 95%
of press chemicals are recycled for further use and,
on average, 99% of any waste associated with this
production will be recycled.
CMS Legal Services EEIG
Frankfurt am Main
Barckhausstrasse 12-16
60325 Frankfurt am Main
Germany
T +69 717 01-500
F +69 717 01-550
E info@cmslegal.com
www.cmslegal.com
44 CMS ANNUAL REVIEW 2010–2011
GOVERNANCE
Our structure and
governance have helped
create a collegiate culture
CONTACT US
