CMS advised on two significant cross-border banking deals in 2011-2012: 1) A €205 million syndicated loan to global bunker oil trader Bominflot Group. CMS advised the lead lenders Deutsche Bank and HSH Nordbank across several offices. 2) A €470 million loan to Serbia's state-owned telecom provider Telekom Srbija for a share buyback. CMS advised lead arranger UniCredit from its Prague office. Most proceeds refinanced an existing loan facility. Both deals demonstrated CMS' ability to structure complex cross-border finance transactions for major corporate and banking clients.

1. Annual Review
A nnual review
2 0 11 – 2 0 1 2
2011–2012
CMS Legal Services EEIG is a European Economic Interest Grouping that coordinates an organisation of
independent member firms. CMS Legal Services EEIG provides no client services. Such services are solely
provided by the member firms in their respective jurisdictions. In certain circumstances, CMS is used as a brand
or business name of some or all of the member firms. CMS Legal Services EEIG and its member firms are legally
distinct and separate entities. They do not have, and nothing contained herein shall be construed to place these
entities in, the relationship of parents, subsidiaries, agents, partners or joint ventures. No member firm has any
authority (actual, apparent, implied or otherwise) to bind CMS Legal Services EEIG or any other member firm in
any manner whatsoever.
CMS member firms are: CMS Adonnino Ascoli & Cavasola Scamoni (Italy); CMS Albiñana & Suárez de Lezo, S.L.P.
(Spain); CMS Bureau Francis Lefebvre S.E.L.A.F.A. (France); CMS Cameron McKenna LLP (UK); CMS DeBacker
SCRL/CVBA (Belgium); CMS Derks Star Busmann N.V. (The Netherlands); CMS von Erlach Henrici Ltd
(Switzerland); CMS Hasche Sigle, Partnerschaft von Rechtsanwälten und Steuerberatern (Germany); CMS Reich-
Rohrwig Hainz Rechtsanwälte GmbH (Austria); and CMS Rui Pena, Arnaut & Associados RL (Portugal).
CMS offices and associated offices: Amsterdam, Berlin, Brussels, Lisbon, London, Madrid, Paris, Rome, Vienna,
Zurich, Aberdeen, Algiers, Antwerp, Beijing, Belgrade, Bratislava, Bristol, Bucharest, Budapest, Casablanca,
Cologne, Dresden, Duesseldorf, Edinburgh, Frankfurt, Hamburg, Kyiv, Leipzig, Ljubljana, Luxembourg, Lyon,
Milan, Moscow, Munich, Prague, Rio de Janeiro, Sarajevo, Seville, Shanghai, Sofia, Strasbourg, Stuttgart, Tirana,
Utrecht, Warsaw and Zagreb.
www.cmslegal.com
©CMS Legal Services EEIG (June 2012)

2. facts and figures contact
CMS Legal Services EEIG
Frankfurt am Main
Barckhausstrasse 12-16
60325 Frankfurt am Main
Germany
T: +49 69 717 01-500
CMS
F: +49 69 717 01-550
E: info@cmslegal.com
www.cmslegal.com
The European provider
of legal and tax services
One of the reasons clients choose CMS is that we have
the most extensive European footprint of any firm. Other
reasons include our cross-border sector and practice
expertise and our outstanding reputation in key markets.
Key fac t s
52
Offices 28 Countries
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Total employees
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Chambers Band 1 rankings Turnover of all CMS firms
in 2011 calendar year
140
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3. contents
I n t h i s y e a r ’s A n n u a l R e v i e w
Introduction & Leadership Team 02
CMS in Portugal 04
Banking & Finance 06
Commercial 08
Competition 10
Consumer Products 12
Corporate 14
Dispute Resolution 16
Employment & Pensions 18
Energy 20
Hotels & Leisure 22
Infrastructure & Project Finance 24
Insurance 26
Intellectual Property 28
Lifesciences 30
Private Equity 32
Real Estate & Construction 34
Tax 36
Technology, Media & Telecommunications 38
Client Services 40
Growth Markets 42
People & Development 44
Corporate Social Responsibility 46
Governance 48
1

4. introduction
Welcome to the 2011–2012 CMS Annual Review
D
espite the challenging market conditions and really understands the business issues facing
across Europe and turbulence in the our clients.
world economy, 2011 was a year of
growth and expansion for CMS. As the largest Our success would not be possible without our
provider of legal and tax services in Europe, people. For lawyers at every stage of their career,
we increased our fee income, which for the the CMS Academy provides a learning programme
second year running amounted to more than of business-related skills that complements
€800 million. Our cross-border teams of sector their regular legal training. For all staff, the CMS
specialists competed successfully for business, Induction Course gives new joiners the key facts
winning a substantial number of pitches. about CMS and helps them navigate their way
around the CMS world.
In last year´s Annual Review, we announced our
co-operation agreement with leading Portuguese Looking ahead, we are confident that our broad
law firm Rui Pena, Arnaut & Associados. We are geographical coverage and deep expertise will
delighted to be able to report that, after several enable CMS to continue to provide the service
months of working together successfully, our that our clients need. With no end in sight to the
Portuguese friends officially joined CMS on uncertain economic situation across many of
1 January 2012, a year ahead of schedule. CMS the jurisdictions in which we operate, we will be
Rui Pena & Arnaut, as the firm is now known, will maintaining this approach.
expand our reach in Iberia and in Portuguese-
CMS had a year of speaking countries worldwide. I hope that this Annual Review gives you a good
impression of the people behind CMS and of the
growth in 2011. We This Annual Review displays the work of CMS over values and principles that shape what we do.
increased fee income the past year across practices, industry sectors and
countries. It reinforces our claim to be the biggest
As always, if you have any questions or thoughts,
we hope that you will get in touch with us.
and won a large provider of legal services in Europe, covering more
jurisdictions with more lawyers than any of our Cornelius Brandi
number of pitches competitors. The Annual Review also shows how Chairman of the Executive Committee
CMS works on complex, cross-border transactions cornelius.brandi@cmslegal.com
2 C M S A N N U A L R E V I E W 2 0 11 – 2 0 12

5. the cms L E A D E R S H I P T E A M
Our
leadership
team
chairman executive director
Cornelius Brandi Matthew Gorman
cornelius.brandi@cmslegal.com matthew.gorman@cmslegal.com
Manag i ng partners’ g rou p
Pietro Cavasola Carlos Peña Boada Pierre-Sebastien Thill Duncan Weston Stanislas van Wassenhove
Rome Madrid Paris London Brussels
Dolf Segaar Patrick Sommer Hubertus Kolster Peter Huber José Luís Arnaut
Amsterdam Zurich Berlin Vienna Lisbon
i See page 48 for more on CMS Governance
3

6. cms in portugal
CMS adds
Portuguese capacity
C
MS welcomed a leading Portuguese law numerous practice areas by the Europe,
firm as a new member on 1 January 2012. Middle East and African edition of
This represents CMS’ 52nd office, The Legal 500.
while Portugal is its 28th country.
Explaining his firm’s decision to join CMS,
With a history dating back to 1964, the Portuguese founding Partner José Luís Arnaut
new member firm is well established in the comments: “The move will allow the firm to
Portuguese market. It also maintains a network reinforce its Iberian strategy, while becoming
of relationships with other law firms in Angola, a European powerhouse.”
Brazil and Timor, enabling CMS to meet the
needs of its clients in these jurisdictions. “This adds an important jurisdiction to our
European growth strategy,” says CMS Chairman
Client Law Firm A large number of CMS’ 60 lawyers and tax Cornelius Brandi. “CMS in Portugal can continue
advisers in Portugal are rated as ‘leaders in their to build on its longstanding, excellent reputation,
of the Year, field’ by the influential client guide Chambers while simultaneously strengthening our European
CMS in Portugal Europe. The office is also highly regarded across offering to clients.”
Chambers Europe Award
for Excellence 2012
4 C M S A N N U A L R E V I E W 2 0 11 – 2 0 12

7. I nternational
CMS offices
Rio de Janeiro
Beijing
Shanghai
Aberdeen
Edinburgh Moscow
Hamburg
Amsterdam Berlin
London Utrecht Warsaw
Leipzig
Bristol Antwerp Duesseldorf Dresden
Cologne
Brussels Prague Kyiv
Frankfurt
Luxembourg
Paris Stuttgart
Strasbourg Munich Vienna Bratislava
Zurich Budapest
Lyon Ljubljana Zagreb
Milan Belgrade Bucharest
Sarajevo
Sofia
Rome
Tirana
Madrid
Lisbon
Seville
Algiers
Casablanca

8. banking & finance
CMS has a market-leading reputation for banking and
finance across European markets. As our recent deals
demonstrate, we regularly act for some of Europe’s
largest corporates and banks on multimillion-euro
transactions. CMS prides itself on achieving workable
solutions, whether we are structuring complex
cross-border finance deals or handling
intercreditor arrangements
Telecoms loan for
Oil trader refinancing share buy-back
When advising high-profile, cross- to Deutsche Bank and HSH
border lenders on a complex deal Nordbank across a number of It was a finance deal that was
to provide finance for a major global CMS offices. CMS in London also advantageous to all the parties involved.
company, it helps to have offices co-ordinated the production of key It paved the way for new investment in
around the world. securities assignment documents Serbia’s state-owned telecoms provider,
in countries with an English law Telekom Srbija. And debt-laden Greek
That was certainly the case in 2011, heritage: Gibraltar, Hong Kong telecoms company OTE was able to inject
when an integrated banking team and Singapore. some much-needed cash into its balance
from CMS, comprising lawyers from sheet. The deal was heralded as one of
Amsterdam, Hamburg, London More recently, CMS’ clients on the largest finance transactions in south-
and Madrid, advised the lenders of this deal have asked the firm to eastern Europe in 2012.
a €205 million syndicated loan to revisit Bominflot’s syndicated
Bominflot Group, one of the world’s loan. Towards the end of 2011, The role of the CMS Prague-based Central
largest independent traders of Bominflot announced it was and Eastern Europe banking team was
bunker oil for ships. Deutsche Bank merging with fellow worldwide to advise the client, UniCredit, as one of
AG and HSH Nordbank AG were key bunkering business Mabanaft the lead arrangers of the loan to Telekom
lenders, while ABN AMRO Bank, ING GmbH & Co. KG. Srbija. The syndication of the loan was
Bank and others also provided funds heavily over-subscribed, with 19 banks
to the syndicate. CM S offices involved taking part.
Amsterdam, Hamburg,
The loan was designed to provide Most of the proceeds of the loan in the
London, Madrid
Bominflot with operational €470 million deal were intended to help
funding, but the money also Telekom Srbija buy back 20% of its shares
replaces the group’s existing from OTE. The remainder refinanced
finance arrangements. its existing loan facility. The Serbian
government owns the remaining 80%
The deal was structured as an of Telekom Srbija.
umbrella loan agreement, with
all banks using standardised “This was a unique deal in terms of
loan terms to supply funding CMS advised the € 470 million public interest, volume, structure
direct to Bominflot. CMS’ lenders of a deal and the size of the syndicate,” says
role in the deal was to advise CMS Banking Partner Mark Segall,
€ 205 million
Deutsche Bank and HSH who led the deal. “Banks were eager
Nordbank in their function
syndicated loan to be part of it and the syndicate kept
as the loan’s facility agent, to Bominflot growing as the transaction evolved.”
as well as advising Deutsche Group
Bank Luxembourg in its role as
CM S offices involved
the loan’s security agent. CMS in
Hamburg co-ordinated the advice Belgrade, Prague
6 C M S A N N U A L R E V I E W 2 0 11 – 2 0 12

9. banking & finance
CMS Partners
Protecting against property trust perils head up US
Corrections to commercial property
values in several European countries
on the banks’ security over the
suggested restructured loan.
equity initiative
have had a knock-on effect on real Together, lawyers from Belgium,
estate investors. The loan-to-value France, Germany, Spain, the US securities Partner Daniel Winterfeldt
covenants of some property Netherlands and the UK helped ensure leads a team charged with developing
investment facilities are no longer that the banks’ security was enhanced CMS’ international capital markets
being met. As a result, many facilities or at least that the restructured deal practice. Based in London, Winterfeldt
have required restructuring. fitted within the existing security is founder and co-chair of The Forum
package in each jurisdiction. for US Securities Lawyers in London, a
This was the issue facing The Royal trade association representing more than
Bank of Scotland International Limited CMS Finance Partner Ian McGarr says: 1,500 US-qualified lawyers and market
and The Royal Bank of Scotland plc “Commercial property prices in many participants from law firms and financial
(RBS) when they asked CMS to help European countries show no signs of institutions in the City’s capital markets.
them renegotiate their existing loan recovery, so banks want to restructure The Forum engages in thought leadership
facility to Invesco Property Investment loan facilities to real estate investors. on the application of, and compliance
Trust Limited (IPIT). Our pan-European Banking and Real with, US securities issues in London.
Estate teams make us ideally placed to
An important element of this deal assist banks and real estate investors.” The innovative service that Winterfeldt
involved a combined CMS Banking provides via the Forum includes an
and Real Estate team, supported by initiative focused on the complex matter
Corporate, reviewing RBS’ existing CM S COUN T RIES of issuer reliance on an exemption from
security over IPIT’s pan-European involved registration under the US Investment
property portfolio. The CMS team Company Act of 1940. This was
Belgium, France, Germany,
then assessed what impact IPIT’s established after five prominent New York
Spain, the Netherlands, the UK
proposed restructuring would have law firms issued a memorandum on the
international application of the exemption
to equity issues, which, in some cases,
could cause problems for participants
in the London market. The Forum’s
procedures capture the range of market
practices employed by issuers.
The toolkit
“If you work for a non-US
helps clients investment company that wants
exempt themselves to sell its shares to US investors,
from the it’s helpful if you can find a
US Investment way to exempt yourself from
the US Investment Company
Company Ac t
Act,” Winterfeldt says. “In many
situations, our newly developed
toolkit will allow you to do just that. It’s
Awards and based around a flexible menu of possible
rankings procedures, each with their own points
to consider.” The draft toolkit can now be
Best Capital Markets The reach of CMS used by issuers and underwriters accessing
Law Firm of the Year
in Spain
across the European the US market from London. A roundtable
event at CMS in London in December
– Corporate Intl. continent is impressive 2011 attracted more than 40 investment
banks, law firms and market makers.
The Budapest and lends itself well Matthias Strasser from CMS in Vienna
Banking & says: “With stakeholders ranging from
Finance team to a strong cross- the Bank of America to Deutsche Bank
is ranked in Tier 1 by
all legal directories
border practice providing feedback on the toolkit,
it’s pretty clear it will be well used.”
(Chambers,
Legal 500, IFLR) Chambers Global 2012 For more details, visit www.tffuslil.org
7

10. commercial
Commercially minded
T
A new, dedicated Commercial his year saw the launch of an official CMS clients understand where differences between
group specialising in commercial law. The countries occur. The first guide to be published
Law Group operates Europe-
CMS Commercial Law Group works across outlined how different rules apply to the legal
wide and further adds to more than 40 offices in Europe and beyond and concept known as the ‘battle of the forms’.
CMS’ expertise, client offering has access to more than 400 specialist lawyers. Essentially, this concept refers to the successful
and broad geographic reach Across CMS, almost one-fifth of our Partners party when two parties each believe their
operate in this specialist practice area. contractual terms should prevail. A new guide
covering distribution and agency arrangements is
The CMS Commercial Law Group was established currently in production and more are set to follow.
to provide clients, particularly multinationals, with
a one-stop service for their commercial law needs. An important aim of the group is to share
Besides advising on pure commercial law issues, knowledge about commercial law developments
such as terms and conditions, distribution, IT and internationally. As well as producing cross-border
supply agreements, the new group also covers guides, the group has developed a series of
areas including data protection and outsourcing. commercial training webinars for clients. Also,
internally, it organised its first pan-CMS associates’
Sarah Hanson, the CMS Head of the group, has training weekend in Zurich earlier this year,
ambitious plans for her team. Together with her along with the TMT sector group.
cross-border colleagues, she has already begun
marketing it to clients, developing new products The new group is likely to improve awareness of
and engaging in internal team-building. CMS’ cross-border commercial law expertise.
“We’ve set ambitious targets to raise our profile
For the benefit of clients, the CMS Commercial and we must ensure this expertise is more widely
Law Group has started to roll out a series of recognised,” Dirk Loycke, the group’s Deputy
cross-border comparative guides on commercial Head, says. “We’re already acting on significant
law issues. As many legal concepts do not cross client matters and winning recognition from legal
national boundaries, these guides aim to help directories such as Juve in Germany.”
De CMS
Co mm ercial L aw
Group is opgericht
om cliënten te
voorzien van
een one-stop
Co mm ercial
s e r v i c e*
* “ T h e CM S Co m m e r c i a l L a w G r o u p w a s e s t a b l i s h e d t o p r o v i d e c l i e n t s w i t h a o n e - s t o p Co m m e r c i a l s e r v i c e”
8 C M S A N N U A L R E V I E W 2 0 11 – 2 0 12

11. commercial
Don’t end up being 30 seconds w ith:
short-changed Sarah Hanson
CMS in London
If one or more EU member states leaves
the euro, what happens to all the contracts What’s the most significant
signed with businesses resident in those case you’ve ever handled?
countries? That is the topic of a new report, Advising Takeda Pharmaceutical on its
Eurofit: How to get in shape to deal with €9.6 billion acquisition of Swiss drug
eurozone risks, spearheaded by our CMS company Nycomed. Despite all the long
team in London. hours, it was not only my most significant
case, but also one of the most fun matters
The report highlights a range of legal I’ve worked on. That was largely due to the
risks that any upheaval may cause and fantastic team that I was working with.
summarises those common contract clauses
that could cause problems. It also suggests What work are you most proud of?
what steps clients can take to minimise their Advising Camelot on the establishment
risk exposure, wherever possible. A wide of the EuroMillions lottery when it
range of issues is considered in the document, originally launched in France and Spain
from currency payment options to supply and then the subsequent expansion to
chain issues and force majeure clauses to other European countries, namely Austria, It was not only
termination triggers. Belgium, Ireland, Luxembourg, Portugal
and Switzerland. It represented a first in my most significant
many ways, but unfortunately I’m still
waiting for that winning ticket!
case, but also one
If you could change one law,
of the most fun,
i PUBL IC AT IONS what would it be? due to the team
The law that prohibits eating mince pies
on Christmas Day that was introduced
in Britain by Oliver Cromwell. Cromwell,
the ‘Lord Protector’ who temporarily
Eurofit: How to get overthrew the English monarchy in the
in shape to deal 17th century, believed that Christmas was
with Eurozone risks plagued by the superstitions of the Roman
Catholic Church and he also thought the
cms-cmck.com/eurofit tradition had pagan roots.
commen T By the time you read this report,
a new pan-European sales
Like existing national sales laws,
certain provisions of the new
Instead, the main challenge for
most organisations will be the
regulation will have made good European regulation, such as need to learn a new additional
Coming to a contract progress towards its adoption. The conditions relating to the return of sales law regime and how to make
near you – a common European Commission is pushing for faulty goods, cannot be modified appropriate use of it.
European sales law? the new legislation to be approved even if all parties want them to be.
soon, possibly by the end of 2012. But other provisions can be varied Another change resulting from the
Gerd Leutner, if all parties agree. new rule is that, for the first time,
CMS in Berlin While the proposed regulation the European Court of Justice will
is intended to ease international At present, it is too early to say gain the power to rule on disputes
trade, its use will not be compulsory. whether the draft rule is more or that arise from the legislation.
Parties will remain free to base their less onerous than existing national This means the regulation will be
contracts on national sales laws or sales laws. This is something applied consistently across Europe.
rules based on a United Nations (UN) CMS is currently investigating. By contrast, under the current UN
treaty if they prefer. In order to be But our initial reaction is that sales law regime, national courts in
bound by the new European sales the actual contents of this new each EU country tend to give slightly
rule, all parties must actively ‘opt in’ law will not result in extra costs different interpretations of the
to the new regime. for the companies who use it. meaning of the treaty.
9

12. competition
Measuring up
the competition
From training clients on competition law compliance to
helping companies threatened with European Commission
fines, CMS’ Competition Group is a leader in its field
Ensuring competition compliance scrutiny if a competition law investigation The latest instruction involved helping obtain
across borders takes place. These might be management, cross-border competition law clearance of
sales forces, the legal department, compliance a Swiss joint venture between Mori Seiki
Today, if a multinational company is the personnel, the head of electronic data and DMG. This alliance will take over the
target of a competition authority ‘dawn raid’ processing and front-desk reception staff. distribution and service activities of both
investigation in one country, it is often subject companies in all European countries, except
to similar raids in others. The existence of “It was important to the client that our guides Germany. Meanwhile, DMG took over Mori
bodies such as the European Competition were translated into all local languages Seiki’s equivalent operations in Germany.
Network or International Competition where K+S has operations,” explains Harald
Network means that investigations into Kahlenberg, Head of the CMS Competition CMS helped Mori Seiki review its merger
alleged anti-competitive behaviour are likely Law Group. “Most people prefer guidance in control filing requirements throughout Europe.
to be cross-border, co-ordinated and very their native language, especially as they may This resulted in the need to make merger
challenging for any company involved. use it in stressful situations. For example, in control filings in Austria, Germany, Italy and
Germany, a competition investigation may Poland. In addition, a filing was made to the
To reduce the likelihood that clients will be involve the police, who often arrive armed.” Swiss Competition Commission.
targeted in this way, CMS’ Competition Law
Group offers comprehensive competition law Kahlenberg adds: “CMS’ ability to offer “The co-operation of competitors requires a
compliance training all over Europe. such extensive compliance training is helped cautious approach under competition law,”
by the fact that we have one of the largest explains CMS’ Kahlenberg. “When advising
One of the most significant compliance competition law groups in the world – Mori Seiki on this latest matter, it was helpful
programmes that CMS helped with in the past 140 specialists based in 29 European cities.” to draw on the same CMS competition law
12 months was for longstanding client K+S, team that had advised the company the
a leading supplier of salt and fertilisers. CMS previous year. They already knew our client’s
provided competition law compliance training CMS in Mori Seiki hat-trick business, as well as its joint venture partner.”
in 20 countries for the company.
CMS has had a relationship with Japan-based
The training programme undertaken by engineering technology firm Mori Seiki for CMS aids 90% reduction in EU fine
K+S comprised two elements, the first being years. Work undertaken has included advising
guidance on competition law relevant to on a deal to increase Mori Seiki’s stake in Breach of EU competition law can leave
the management and all sales forces in the Germany’s DMG (Gildemeister). Recently, companies facing fines worth 10% of
organisation. The second part comprised CMS acted on another matter related to the global turnover – enough to put even large
‘dawn raid’ training and a series of checklists two companies – the third such competition firms under severe financial pressure. The
for company personnel most likely to be under instruction since 2009. consequences can be worse if the alleged
10 C M S A N N U A L R E V I E W 2 0 1 1 – 2 0 1 2

13. competition
30 seconds w ith:
Edmon Oude
Elferink
CMS in Brussels
What’s the most significant case
you’ve ever handled?
I advised on competition law issues
relevant to a merger between two large
pharmaceutical companies that had a
Office Head Michael Bauer, secured a 90% very high combined market share across
reduction in the fine to just €1 million. a number of markets. That kept me busy
for about five months.
The Baerlocher case was a legal first for
two reasons. First, the reduction was the What matter are you most
first successful ‘inability-to-pay’ application proud of?
under new fining guidelines issued by the As a young associate, I managed to have
Das CMS-Team konnte European Commission. Second, the fine a cartel fine that had been imposed on
eine Reduzierung reduction was the largest ever obtained
under the ‘inability-to-pay’ rules to date.
a medium-sized construction company
reduced from €500,000 to €30,000
der Geldbuße von The CMS team has since been asked by rival
in proceedings before the Dutch
competition authority. Bankruptcy was
Baerlocher um 90 law firms how it achieved this outcome. One avoided and many jobs were saved.
of Baerlocher’s competitors is challenging
Prozent erreichen the decision at the EU General Court, saying If you could change one law,
Baerlocher’s fine reduction was unjustified. what would it be?
I would change the rules requiring the
“The CMS team secured a 90% notification of mergers to competition
reduction to Baerlocher’s fine” authorities in many member states of
award wins the European Union. These laws create a
disproportionate burden for companies.
Global Competition Review 100
2012 ‘A Guide to the World’s Tell us something interesting
wrongdoing took place over a prolonged Leading Competition Law about yourself
period and involved a firm’s main product. and Economics Practices’: Before I joined CMS, I worked as a
CMS rated as leading competition référendaire – an assistant to a judge –
This was the case for global chemicals law experts in Austria, Germany, at the Court of Justice of the European
company Baerlocher, when it was Hungary, Italy, the Netherlands, Union in Luxembourg for three years.
investigated by the EU Commission for its Poland, Russia, Slovakia, It was a truly great experience to practise
role in a cartel in the plastic additives market. Switzerland. Recently, Global law at the heart of the European Union.
A threatened fine of more than €20 million Competition Review added CMS Now, I am able to draw upon this
was more than the company could afford. in France to its list. experience, giving our clients better
However, a CMS team, led by EU Law EU and competition law advice.
11

14. C onsumer products
CMS at
Mid Europa’s
convenience
European M&A activity in the retail sector remains
buoyant. CMS’ Consumer Products Group acts
for buyers and sellers alike
T
he Central and Eastern explains, Mid Europa faced fierce
European (CEE) retail sector has competition in its renewed bid to
proved a fertile area for CMS win control of the retail chain.
recently. Just weeks after helping “The disposal was arranged as
to conclude the Delhaize Group’s a beauty contest and we knew that
€932.5 million acquisition of Delta several private equity houses were
Maxi, CMS was appointed by long- likely to be bidding against our
standing client Mid Europa Partners client,” Sawicki says.
to help with its bid to take control
of Zabka Polska. Zabka is one of the “Once Penta decided that Mid Europa
largest chains of convenience stores was its preferred bidder, it imposed
in Poland, with 2,400 branches and a very tight timetable for negotiating
sales of about €640 million in 2010. the deal. A CMS team, including
myself, Dariusz Greszta and Jakub
Mid Europa had Zabka in its sights Marcinkowski, started discussions
for some time. The convenience chain one morning and the deal was signed
had previously come onto the market the next day after just 24 hours of
in 2007, but Mid Europa lost out on talks,” he adds.
that occasion to Penta Investments,
a Central European investment group. Sawicki maintains that he is confident
When it became apparent later that that there is scope for more deals of
Penta was putting Zabka up for sale, this type in the CEE retail sector.
Mid Europa quickly called in CMS to “Our lawyers are aware of increased
help with its tender. activity at the moment, both in
terms of new deals being done and
However, as Warsaw-based CMS also those currently in the pipeline,”
Corporate Partner Marek Sawicki he concludes.
12 C M S A N N U A L R E V I E W 2 0 1 1 – 2 0 1 2

15. C onsumer products
CMS advises on
Saturn sale for
Metro Group
The Metro Group is one of the
world’s largest retailers, with
an annual turnover in excess of
€66 billion. So, it was a great coup
for CMS to be chosen to act for this
important client when it decided
to dispose of 34 of its Saturn stores
in France, following a strategic
review. The shops were purchased
I would change the
by international retailer the Italian procedural
HTM Group, formerly known as
Boulanger S.A. 30 seconds w ith: system, which is
An 18-strong cross-border CMS Paola Ghezzi complex and formal
team, including lawyers from CMS in Rome
Brussels, Cologne, Lyon and Paris,
helped the Metro Group on the
disposal, working to a tight two- What’s the most significant case manufacturer’s products was to blame
month deadline. The transaction you’ve ever handled? for the blaze. All circumstances were
drew on a wide range of CMS’ legal A very important insurance matter apparently in favour of the claimants, but
specialties, including corporate and that involved a railway accident. a very long and complex investigation
M&A, competition, employment, carried out by court-appointed experts
IP and IT, real estate and tax. What matter are you most and by the parties’ own experts revealed
proud of? that the claim was groundless.
As part of the deal, 2,000 Saturn It was a complex product liability case
employees, who generate sales of where there was a claim against a If you could change one law,
about €583 million annually, were manufacturer of electronic devices. what would it be?
transferred to HTM. After a short The claimants were demanding I would change the Italian procedural
transition period, HTM intends to compensation for damages following system, which is incredibly complex
rebrand the Saturn stores with the a fire that had destroyed an apartment. and formal and would benefit from
Boulanger name. They claimed that one of the being simpler.
e vents This year, the Consumer Products discover how key legal issues for
Group in London is hosting a series consumer products companies
Breakfast briefing of roundtable breakfast briefings relate specifically to their own
for consumer and discussion forums across a range
of topics affecting consumer products.
business interests.
products clients These subject areas include health
and nutrition claims in food and
Attendees have welcomed the
opportunity to engage in exchanges
drink, category management, media with their peers about the similar
marketing, corporate reorganisations, challenges and experiences they face
running competition law compliant day-to-day. The forums allow CMS
promotions and advertising issues. to understand better the commercial
issues that most concern clients.
The forums are designed to bring
together in-house legal professionals The annual CMS Consumer Products
for an in-depth discussion of the chosen Conference is on 25 October 2012.
legal topic. These events give the For information, email
participants the opportunity to louise.wallace@cms-cmck.com
13

16. corporate
Collaboration
is key in M&A
Cross-border deals are CMS’ lifeblood. Our M&A team
had a busy year in 2011-2012
A Christmas present for Kennametal
It was one of the largest and most complex
deals Kennametal Inc had ever undertaken,
spanning eight jurisdictions. To complicate
things further, the parties wanted to complete
the transaction within three months. But
neither challenge posed a problem for the
CMS led a €222 million
40-strong team of CMS lawyers advising deal in which Unipapel
Kennametal, a New York-listed metals entity, whose services range from small-scale
company, on its bid to buy the Deloro Stellite acquired Spicers Group shipping monitoring systems to powerful
Group, a specialist alloy solutions producer. coastal surveillance systems, currently operates
in 50 countries worldwide.
“Shortly after negotiations began, we ran
into the Thanksgiving celebrations in the US, The full-service CMS team in Germany was
followed by Christmas and New Year. There led by Hamburg-based Corporate Partner
were, not surprisingly, deal-specific issues, Ludwig Linder and Tax Partner Heino Büsching.
too,” says London-based Corporate Partner The CMS team in Paris included Tax Partner
Martin Mendelssohn, who led the deal. inauspicious to some, Kennametal’s General Edouard Milhac and Corporate Partner
Counsel Kevin G Nowe was delighted Jean-Robert Bousquet.
By the time the deal closed, CMS lawyers with the acquisition, which completed on
from eight countries, including China, France, 1 March 2012. Nowe paid tribute to the
Germany, Italy, Luxembourg, Russia and the cross-border CMS team, thanking them Spanish client expands into Europe
UK, had helped Kennametal in its bid to for their “tireless effort” and their “most
buy Deloro. A range of legal specialisms professional representation of Kennametal in CMS in Spain led a €222 million deal in which
had been deployed, including corporate, this transaction”. He adds: “I don’t think CMS office supplies business Unipapel SA acquired
competition, pensions, employment, could have done any better.” Spicers Group, the continental European
real estate and tax experts. business of DS Smith plc.
The acquisition process revealed the conflicting France and Germany working in unison CMS lawyers from seven countries advised
mindsets of the European private equity seller on the transaction, representing longstanding
and the New York-listed US trade buyer. CMS teams from France and Germany joined client Unipapel. Now qualifying as Spain’s
“There were differing attitudes to matters, forces to advise the EADS Group on a deal that largest maker and distributor of paper
such as the repetition of warranties at closing established a new world leader in maritime products, the Unipapel Group is set to become
and material adverse change provisions,” security. Signalis, a joint venture company, the leader in the European office supplies
says Mendelssohn. “The ‘locked box’ concept was formed by the merger of Sofrelog and industry as a result of the acquisition.
– where the buyer takes the risk and benefit Atlas Maritime Security.
of the target business from an historic date The cross-border CMS team was led by
without any purchase price adjustment – is not Before the merger, Sofrelog was a subsidiary Unipapel’s client relationship partner in
as widely used in the US as it is in Europe.” of Cassidian, formerly known as EADS Defence Madrid, Corporate Partner Rafael Suárez
& Security. Atlas Maritime Security was a de Lezo. CMS offices in Belgium, France,
Although the date of the deal’s signing – subsidiary of naval and marine electronics Germany, Italy, the Netherlands and the UK
Friday, 13 January 2012 – might have seemed company Atlas Elektronik. The combined provided additional input.
14 C M S A N N U A L R E V I E W 2 0 1 1 – 2 0 1 2

17. corporate
i PUBL IC ATIONS
The fourth edition of
the CMS European
M&A Study
The latest edition of CMS’ highly
regarded analysis of M&A transactions
in Europe has recently been published.
The study is a detailed analysis of the
What’s the most significant case you’ve European M&A deals that CMS acted
ever handled? on between 2007 and 2011 – more than
That is very hard to say, because every 1,300 in number.
transaction is significant and unique due to
the human dynamics. One of the most recent CMS Head of Corporate Thomas
significant transactions was the sale of a 50% Meyding says: “Clients continue to tell
stake for €2.35 billion in Dekabank. I was us how useful the study is, so we are
representing eight different Landesbanken pleased to publish its latest edition.”
(regional state banks).
rankings
What matter are you most proud of?
I can say that so far no litigation has arisen out 1st Europe
of M&A projects that I have been involved in –
Bloomberg, Thomson Reuters
except for one that involved fraud on the
Buyout by volume, mergermarket
other side.
Counsel to principals
30 seconds w ith: by volume, Bloomberg
If you could change one law,
Thomas Meyding what would it be?
The Pareto principle. I would love to have 99%
1st Central and Eastern Europe
CMS in Stuttgart Deals by deal count, Bloomberg
of the possible results with an investment of
20%. That would make life much easier and
1st Germany
I could do so much more.
Deals by deal count, Bloomberg,
Tell us something interesting about yourself mergermarket, 2011 Thomson
At work I survive on apples, Gummibaerchen Reuters and Corpfin mid-market
(jelly bears) and Diet Coke.
15

18. dispute resolution
Catching the WAVE
of dispute success
CMS lawyers are speeding up the resolution of cross-border eguides.cmslegal.com/arbitration
disputes, improving efficiency and saving clients money
F
or parties involved in complex cross-border who are not only experienced in international CMS achieves this through a combined approach
disputes, international arbitration can disputes, but also fluent in one or more of the of delivering effective training in cross-border
sometimes be expensive and time- languages relevant to the dispute. disputes to its lawyers, covering the principles
consuming, says Guy Pendell, Head of CMS’ of effective case analysis, as well as offering advice
Dispute Resolution Group. In some cases, this means witness interviews on the interviewing and examination of witnesses.
can be conducted in the native tongue of the Lawyers are given advocacy training to ensure
While some of this time and cost is inevitable, individual concerned and then translated without that they understand the different approach to
CMS has been exploring ways of improving the the need for interpreters. Equally, conducting an hearings in different jurisdictions, ranging from
situation for clients. One solution is a new process initial document review in the native language international arbitration to common and civil
known as WAVE – Work Allocation for Value can save significant translation costs. Our ability law litigation. Once lawyers are fully trained,
and Efficiency. to offer this service is just one of the benefits of cases and individual work streams can then be
having a Dispute Resolution Group spanning planned and costed, using project management
The principle behind WAVE is simple: minimise 25 CMS offices, according to Pendell. techniques more commonly found in large
costs by using a cross-border team of lawyers in construction projects.
all suitable cases. This allows the client, after To deliver cost savings while maintaining the
discussions with the lead Partner, to have items highest level of service is essential and requires Adopting the WAVE approach has proved popular
of work undertaken by appropriate lawyers in organisation and co-ordination. All the legal team with lawyers and clients. Recent WAVE-managed
the most cost-effective location. For example, needs to be familiar with the relevant procedures matters include cross-border teams in London and
document reviews and initial witness interviews and, of course, they must understand the Moscow; Vienna and Bratislava; Bucharest and
can often be undertaken locally, using lawyers necessary issues in the case. Sofia; as well as in many other locations.
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19. dispute resolution
CMS wins for the
Romanian State
CMS in Bucharest has successfully defended the
Romanian State in a significant investment treaty
arbitration before an International Centre for
Settlement of Investment Disputes tribunal.
The dispute centred on alleged violations of the
Greece-Romania bilateral investment treaty and
the European Convention on Human Rights. A
Greek investor had complained that AVAS, the
Romanian privatisation agency, had invoked a
share pledge related to his frozen food warehouse The law on payment
business, which he acquired from the agency
in the late 1990s. The investor said this was for copies from court
tantamount to expropriation and was unfair and
inequitable treatment.
files is daylight robbery
30 seconds w ith:
The Romanian State, advised by CMS, argued
that the investor had not complied with the Daniela
share pledge’s conditions. The investor’s tax
liabilities and his alleged failure to comply with Karollus-Bruner
EU food standards regulations were also brought CMS in Vienna
into question.
After a tribunal hearing in March 2011, the What’s the most significant case If you could change one law,
investor’s claim – $91 million in compensatory you’ve ever handled? what would it be?
damages and $56 million in moral damages – was One of my most significant cases involved The law on the payment for copies from
dismissed. AVAS’ attempts to enforce the share working for a client on about 100 civil court files. At one euro per page, it is
pledge were deemed ‘reasonable, appropriate proceedings. This was further complicated daylight robbery, especially in criminal
and justified’. The tribunal ruled the State had by regulatory and criminal proceedings cases when the copies are needed either
not been excessive regarding the investor’s tax that were taking place at the time. to defend the client or to act for victims in
liabilities and food safety regulations. Consistency was vital to ensure that any preparing their damage claims.
confusion was kept to a minimum.
Bucharest-based International Dispute Resolution Tell us something interesting
Partner Gabriel Sidere led the CMS team. He says: What matter are you most proud of? about yourself
“This is the first hearing of its kind for CMS and is I think that I have reason to be proud I love books. I can spend hours in
of great significance.” of the two cases where I managed to bookstores and buy hundreds of books –
convince the Supreme Court to change then, inevitably, I struggle to find the time
its jurisprudence. to read them.
cl ient services allow clients to make an informed
Dadurch hat der Initial case
choice about pursuing a potential claim.
Mandant die Möglichkeit, assessment For clients, the process is very
straightforward. After being given
Leistungen jeweils auf CMS can now offer a fixed-price initial
a brief outline of a dispute, plus
essential documents, CMS assesses
dem kostengünstigsten case assessment in all disputes. The the merits of the case and carries out
purpose of this initiative is to allow busy an initial cost-risk-benefits analysis.
Weg erbringen zu lassen clients to use CMS as an extension of We can also provide strategic advice
their own in-house legal team when on how to resolve the dispute and,
resources are stretched. We can provide where it is appropriate, give a
“This allows the client to have items of work case assessments at an early stage to preliminary assessment of quantum.
undertaken in the most cost-effective way”
17

20. employment & pensions
Cross-border
people solutions
CMS can help multinational companies restructure their operations,
while complying with differing national employment laws
CMS acts on major jurisdiction, as well as an indication of the
international restructuring potential costs and legal challenges.
On top of this, all advice had to be
Today’s economic climate means that many provided within a very tight timetable –
companies find they must restructure their just 48 hours from start to finish.
operations. For businesses that work across
Our Employment Group national borders, this can be very complex.
Inside the EU, many aspects of employment
CMS delivered on all fronts, winning
praise from the client. Speaking about
is one of the largest in law are governed by Europe-wide the client’s feedback, CMS Employment
directives and regulations. But, even within Partner Anthony Fincham says: “The client
the European market these cross-border frameworks, important commented very favourably on our ability
national differences remain. to act within the brief, meeting the tight
deadline and delivering the written advice
In March 2011, a major consumer products within its budgetary constraints.”
business decided to undertake a global
restructuring and collective redundancy
programme. It wanted a particular type Advising across national borders
of European law firm – an adviser with a
strong cross-border European presence. The essential role of cross-border
Just as importantly, the chosen lawyers employment law expertise was highlighted
would need to understand the finer points when CMS advised Dutch energy company
of employment law at a truly local level. Delta NV on the sale of a subsidiary to a
management buyout (MBO) team.
Naturally, CMS fitted the bill. Not only do The premises to be sold were unique,
leading client guides, such as Chambers bridging the Netherlands-Germany border.
Europe, describe the Employment Group
as being one of the largest in the European
market, CMS is also ranked as a leading
employment law adviser in many European
countries. In addition, CMS has a strong
track record of advising multinational
clients on cross-border restructurings
across a wide range of industry sectors.
Nevertheless, this latest instruction was
Voor bedrijven met
the most demanding cross-border matter
CMS had handled. The advice covered a
internationale business,
full analysis across 16 separate European kan een herstructurering
jurisdictions of collective consultation
obligations, the impact of works councils complex zijn
and protection against dismissal. The client
also requested a detailed breakdown of
the relevant processes and procedures “For businesses that work across national
they were required to undertake in each borders, restructuring can be complex”
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21. employment & pensions
My Employment team
is a very dynamic
group of lawyers
Each half was run as a separate nation-
based company, despite being located on 30 seconds w ith:
the same site. When CMS advised on the
employment aspects of the MBO, it had to Katja van Kranenburg
devise a proposal that was legally robust in CMS in Amsterdam
both countries. CMS’ Katja van Kranenburg
led on the Dutch employment law aspects What’s the most significant case If you could change one law,
of the deal, working alongside her you have ever handled? what would it be?
Hamburg-based colleague Bernd Roock. In a current employment case, a former I would change the rule that only allows
managing director tried to mislead his an employer in the Netherlands to give
To complicate matters, there were multiple shareholders by establishing a competing notice to a member of staff once they have
workers’ representative bodies to consult group of companies. This breached all obtained approval. I would also change
about the sale, two with overlapping written agreements with the original the formula that calculates severance pay
coverage. At a national level, the local company. The case has developed into in the Netherlands. Currently, it results
Dutch and German works councils agreed a string of court cases, all of which have in amounts being paid to staff that are
to share the consultation rights where had a positive outcome for our client, typically much higher than severance in
legally allowed. An additional central the former employer. other jurisdictions.
works council also existed on the Dutch
side, claiming exclusive rights to be What matter are you most proud of? If you weren’t a lawyer,
consulted in that country. “Working in I am very proud of my Employment team what would you be?
close co-operation with CMS in Germany, in Amsterdam, as we have existed for I would like to establish a foundation that
we presented our clients with scenarios several years now and it is a very dynamic would stimulate, motivate and develop
that would hold up in court, if necessary,” group of lawyers. children from poor backgrounds.
says van Kranenburg.
Because the venture’s financial future Chambers Europe 2011: Employment & Pensions – France
was uncertain, a key element was the
establishment of a shareholder-funded • and 1: This highly esteemed French outfit (CMS) houses one of the leading
B
severance package, payable to individual employment departments in the country. The size of the team, coupled
MBO employees in certain circumstances. with the various specialisations of the lawyers, enables it to handle some
A combined CMS team, involving of the most complex work in the area.
both employment and
insolvency specialists,
helped negotiate an
agreement that
was acceptable to A key element
all stakeholders. was the i PUBL IC ATIONS
“The severance
package was an
establishment of
important safety a shareho ld er- CMS
net, required funded severance negotiated an
for the MBO to package acceptable
take place,” van CMS International
agreement
Kranenburg says. Guide to Pensions
http://eguides.cmslegal.com/pensions
19

22. energy
Smart transmission
networks
Investment in Europe’s energy infrastructure is essential.
CMS supported the creation of an industry first in this area
E
lectricity transmission companies across The tie-up between the two big names was
Europe are upgrading their networks established to deliver the €1 billion, 2.2GW
to cope with the growing expansion project. It will be the longest 2.2GW HVDC
in renewable power generation. But many cable in the world at 420km.
encounter the same problem. Most sources
of renewable energy are in remote locations CMS’ work on the deal was led from London,
far from conventional power stations, so how supported by CMS in Germany and Italy, and
can they be connected to their country’s major drew on a large range of expertise. Lawyers
population centres? from the Energy, Projects, Construction
and Planning teams were involved,
CMS has played its part in recent innovations. while Corporate, Procurement, Banking,
Rather than building a major new electricity Environment, Health Safety and Oil Gas
transmission link over land, CMS advised on also played a part. The cable is expected to be
a pioneering initiative to develop a seabed- fully operational in 2016.
based alternative.
Robert Lane, the CMS Energy Head who led
CMS’ role in the deal was to advise NGET/SPT the project, says: “The Western HVDC Link
Upgrades Limited on procurement for a project is a first. It is tremendous to be a part
project called the Western High Voltage Direct of this, addressing not only the UK’s energy
Current (HVDC) Link. NGET/SPT Upgrades, the needs, but also climate change. The project
project sponsor, is a joint venture between will also serve as the model for other sub-sea
two of the UK’s main electricity transmission solutions and will be a helpful precedent for
companies – ScottishPower and National Grid. the ‘North Sea Grid’.”
Reporta-se não só às necessidades de energia do
Reina Unido, mas também às alterações climáticas
“It’s addressing not only the UK’s energy needs, but also climate change”
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