GLEISS LUTZ ANNUAL REPORT 2016/2017 GLEISS LUTZ ANNUAL REPORT 2016/2017 Gleiss Lutz Lawyers Over 300 lawyers, including 86 partners. Offices Hamburg, Munich, Stuttgart and Brussels. Berlin, Düsseldorf, Frankfurt, Full Service Integrated advice on all International Network We provide one- aspects of business law. stop-shop support to clients on international Clients Leading German and inter- national businesses, including numerous DAX-listed and Fortune 500 companies, and public authorities. projects, drawing on our close relationships with leading international law firms. Services Expertise Banking and Finance Capital Markets Commercial Competition/Antitrust Sectors Automotive Chemical Industry Digital Economy Energy Compliance & Investigations Family-owned Businesses Corporate Data Protection Dispute Resolution Employment Environmental Law Financial Regulation Food Law Foreign Trade Law IT Financial Institutions Financial Investors Healthcare and Life Sciences Infrastructure, Transport and Logistics Insurance Machinery and Plant Engineering Public Sector Real Estate Retail and Consumer Goods Mergers and Acquisitions TMT Patents Private Equity Product Liability Public Law Public Procurement Real Estate Restructuring State Aid Succession, Foundations and Trusts Tax Trademarks Unfair Competition Venture Capital White Collar Crime
EDITORIAL Dear Readers, With this, our third annual report, you can already start thinking of it as part of a small series. Much of the structure may be familiar to you from our earlier reports. For this new 2016/2017 issue we have put together examples of recent instructions, offer a portrait of selected practice groups, and list our partners’ personal highlights from this period. Our aim is once again to give you a real insight into the many facets of our legal advice and what it is that continues to make us the firm that we are. A key feature of our activities, today more than ever, is our vital full-service approach. We offer our clients a legal product tailored to meet their needs. We do this by combining expertise on all aspects of business law relevant to the mandate at hand. The way our lawyers in different areas of the law and often working at dif- ferent locations collaborate with one another as a matter of course is what makes it possible for us to deliver the highest legal quality, provide a seamless service, and ensure efficiency in everything we do. This approach has enabled us once again to look back on an extremely successful past year. It drove a further expansion of our business that helped make it, in fact, the most successful year in the history of our firm. Reason enough, we believe, to make the topic of collaboration the main focus of this year’s report. From page 8 you can read about how we make collaboration an intrinsic feature of our daily working lives – internally and externally. Gleiss Lutz is also committed to real teamwork in the interdisciplinary area of compliance, which has been gaining in importance of late. Countless compliance violations and cases involving fines that have received public interest are showing how difficult it is for executives to ensure compliance with the law across all busi- ness sectors. We discuss what this means for members of boards of management and supervisory boards on page 22. Our banking and finance practice has once again demonstrated that it is among the market leaders. With its currently two dozen lawyers, it is involved in numerous large-scale financing transactions, advising on both the corporate and banking side. You can read more about the broad range of mandates and the strategic focus of this 1 Wolfgang Bosch, Chairman of the Partnership Council 2 “Full service is a part of our DNA” 8 Adding value through closer collaboration 11 Operation tandem 12 Thinkers with initiative required 14 Best of full service 2016/2017 practice from page 34. Meticulousness and the ability to get into the mind of the 16 One-stop quality shop opposing party, arbitrator, and/or judge are what make the lawyers in our litigation and arbitration practice stand out. Our trial lawyers discuss the types of conflicts that they solve for our clients from page 30. Before wishing you an interesting read, allow me to draw your attention to another small series about which we felt justified in being especially proud. Within the space of just a few weeks in 2017, three internationally renowned industry pub- lications named Gleiss Lutz “German Law Firm of the Year” – a success that we would not have been able to achieve had it not been for the confidence that you place in our legal advice. For this we thank all of you from the bottom of our hearts. We look forward to continuing to work with you, being your reliable partner for high-profile, complex projects in the future. 20 Close collaboration 22 Boardroom matters 26 Why data protection is becoming ever more of a compliance issue 28 What was your high light in 2016/2017? 30 On disputes and their resolution 34 A powerful presence 38 Adding value for our clients 40 Our new partners 42 Saving the best for last
GLEISS LUTZ ANNUAL REPORT 2016/2017 2 “ Full service is a part of our DNA” Michael Arnold
INTERVIEW MANAGING PARTNERS 3 Full service, excellence, a culture of partnership, independence – these have for many years been the cornerstones of Gleiss Lutz’s success. 2016/17 was an eventful time for the firm: a growth in employee numbers, awards in strategically important areas, work on complex high-end mandates, and the highest-revenue year in the firm’s history. Managing partners Michael Arnold and Alexander Schwarz take a look back. Alexander Schwarz
GLEISS LUTZ ANNUAL REPORT 2016/2017 “Gleiss Lutz is the leading German full-service law firm. We provide advice at the highest professional level in an international context.” Michael Arnold 4 When you look back over your first two years as managing partners, what do you see as the highlights? Michael Arnold: In 2017 Gleiss Lutz was voted the best German law firm by three specialist publications of interna- tional renown, namely by The Lawyer, Chambers & Partners, and IFLR. This indicated to us that the market believes that we are on the right path. Gleiss Lutz has for some time now at the highest professional level in an international context. As the firm’s managing partners, we see our strategic task as being to raise this profile even higher. Full service is part of our DNA. Our firm is made up of recognised specialists in every field, meaning that it can optimally cover all areas of the law relevant to a mandate. The future, however, will not be about having individual points of focus. We see ourselves been counted among the market leaders in many areas of the much more as a genuine team of experts – one that, with its law – above all in corporate/M&A, antitrust, and employment networked and integrated approach, offers its clients the exact law. We have once again strengthened our position in these advice that they need. and other areas. And we have also concentrated on the expan- Alexander Schwarz: It is critically important to understand sion of areas that are of great strategic importance to us, for that full service is not an end in itself. We are, of course, example in the area of compliance, for which we have an proud that we can cover all areas of business law and that we impressive team that can help our clients in the entire spectrum can serve our clients with top-quality advice in every single of possible compliance violations. Our full-service approach one of these areas. For our clients, however, the added value delivers a clear advantage, when we advise on complex, mostly they require lies in of the integrated teams that we put international compliance cases, as in most cases they touch on together for complex mandates – teams that traverse the many areas of the law. This can be seen in many, often very boundaries of the individual areas of the law. We believe that prominent cases, such as in our advising the VW supervisory board on the diesel issue or our supporting the OTPP pension it is only with cross-departmental, combined solutions that efficient, high-end legal advice can be provided. fund on the winding up of Maple Bank due to the latter’s involvement in the German “Cum Ex” trading scandal. Alexander Schwarz: Our banking and finance practice also experienced very rapid growth. We are now also an established presence on the banking side, final recognition of which came with our advising a bank consortium on the restructured financing of Berlin Brandenburg Airport. As an advisor to the European Investment Bank on the financing of the widening of the A6 autobahn in Germany we were able to demonstrate our expertise in large-scale infrastructure projects. And we worked on many other project financing ventures, too, such as when we advised Blackstone in connection with the Meerwind Michael Arnold: Our clients take it as a given High-quality legal advice is today, however, no longer a key differentiator. What in your opinion marks out a top law firm? that we deliver top-quality legal advice. But, as you say, qual- ity alone is today no longer enough to make a law firm stand out. So reliability, accessibility, pragmatism, efficiency, flexi- bility, the ability to understand the client: These are now also key distinguishing features, and it is therefore more important now than it has ever been for law firms to breathe life into these terms in its daily interaction with its clients. Alexander Schwarz: The bottom line is that clients are look- offshore wind farm. The past years also saw colleagues in the ing for legal support on all aspects of the issues that they face. banking supervisory law practice taking on a number of com- So it is absolutely crucial that we understand both them and plex mandates: e.g. they advised the French Crédit Mutuel these issues – their market environment, their business model, Group on the acquisition of GE Capital’s German operations. the personal needs of our contacts within the companies. Our Competition for these extremely complex high-end man- dates is steadily getting tougher. What does Gleiss Lutz offer to set itself apart? Michael Arnold: Gleiss Lutz is the leading German full-service law firm. We provide advice approach of acting less as a service provider and more as a partner therefore necessitates that every lawyer at Gleiss Lutz makes contact with the client at an early stage and remains by the client’s side personally throughout the entire legal process. This is not possible without professional project management.
INTERVIEW MANAGING PARTNERS “Most of the mandates on which we work are cross-border in nature. And even though we are a based in Germany, we work internationally every day.” Alexander Schwarz This of course always requires the right personnel. What does Gleiss Lutz do to retain good people and, above all, recruit highly qualified new talents? this selection nor, of course, tied down by any foreign offices of our own. 5 Alexander Schwarz: Most of the mandates on which we work Alexander Schwarz: The “War for Talent” is as bitter as are cross-border in nature. And even though we are based it ever was. The fierce competition in the market for candi- dates is a major challenge for all large law firms. Yet we want to win the best young lawyers for our firm! So it is important that we constantly track how candidates’ aspirations and expectations are evolving and that we keep revisiting how we in Germany, we work internationally every day. For decades now we have been building up a global network that today encompasses 100 jurisdictions, and we maintain personal contacts with the individual partners at the law firms in this network on an ongoing basis. For the client, this form of are attempting to meet these. international consulting does not translate into additional Michael Arnold: Today, for example, applicants often know costs. And with our International Legal Advisory Group, we exactly what the advantages and disadvantages of this or that potential employer are. And they generally have a firm idea of what the overall package offered to them should look like. We react to this by hosting open discussions with the candi- dates, and in these going over things like working time mod- els and specific development prospects. We thereby replace the classic interview as it was known a few years ago with a institutionalize our internationalism and are able to offer our clients a seamless service from a single source. International coverage is one thing, the challenging market environment another. How does Gleiss Lutz approach the major issues and trends of our time? Whether we are talking increasing regulation, digitalisation, Michael Arnold: conversation between equals. We consider our new hires as precisely that: equal partners in a contract. We view them as people with whom we want to continue building something or Brexit – the markets in which our clients and, of course, we ourselves at Gleiss Lutz, as a law firm, operate are subject to constant change. As leading lawyers, it is our duty to advise very special. “Leading Independent” – this is how you present the firm on the international stage. Will you be able to hold up against the fully integrated law firms over the long term? Michael Arnold: It was always an essential component our clients precisely when times appear to be especially tough. We need to help our clients identify as early as possible the issues that may be looming on the horizon so that they can carry on being successful despite the sometimes enormous challenges that these issues can trigger for them. This means, of course, that we, as legal advisors, need constantly to be of the Gleiss Lutz strategy to satisfy the individual require- thinking ahead and, ideally, anticipating the major emerging ments of the client and thereby offer the client highest-quality issues and trends of our time. legal advice. And this is just as true of our work in the inter- national arena. With our firm commitment to collaborating flexibly with leading professional colleagues from all over the world, we are convinced not only that we can hold our Alexander Schwarz: Take, for example, Brexit. To look at the issues that Brexit is raising we have set up a 25-person- strong task force made up of lawyers from all the relevant legal areas and sectors. This task force publishes informa- own against our fully integrated competitors, but also that, tion on these issues and is also available for answering with this approach, we can be more successful in the long run. As an independent law firm, we have the freedom to put together the best team for each client and each mandate. Brexit-related questions. And experts from our Automotive Focus Group have been looking at the issues presented by autonomous driving for quite some time now. As part of a No matter in which jurisdiction the client needs our help, joint initiative with clients, we have established think tanks when it comes to assembling the team that will ensure excel- and have, together with external experts, been presenting lent service at the highest level of quality, we are neither lim- ited in the spectrum of law firms from which we can make information on the legal aspects of vehicle intelligence at various events.
GLEISS LUTZ ANNUAL REPORT 2016/2017 6 Let’s take a look into the future. Which topics do you particularly want to tackle over the coming years? Alexander Schwarz advises clients in M&A transactions, on all corporate law issues, as well Michael Arnold: As we move forward in time we will as in the area of private equity. In recent years carry on resolutely pursuing our existing strategy. Our goal is to continue to grow the firm and to secure its position over the long term as the leading German full-service law firm. Maintaining the excellence and quality of our legal advice remains our top priority. Within the firm we are also looking to promote and indeed demand ever more cooperation between the individual legal areas in both internal projects and client work. This is the only way in which we can realise the complete benefits of our full-service approach and offer our clients a tailor-made and, at the same time, cost-effective product. Alexander Schwarz: We are also looking to increase our level of activity in the global market and to strengthen our existing global network of leading law firms. Further, the issue of legal tech and the possibilities opened up by such technologies as artificial intelligence and autonomous machine learning are also becoming ever more of a strategic focus for Gleiss Lutz. Our aim is to keep our finger on the pulse of what is going on in this domain, and to take advantage of any opportunities that these technologies present in terms of working ever more efficiently with and for our clients. And last but not least: We want to continue winning the top talents for Gleiss Lutz, he has worked on numerous cross-border trans- actions. He has been the Co-Managing Partner of the firm since 2016. Since 2011 he has been responsible for human resources at Gleiss Lutz. He studied at the universities of Constance and Oxford (M.Jur. 1996) and joined Gleiss Lutz in 1998. Between 2000 and 2003 he was a resident partner at Gleiss Lutz’s former Prague office. He was named a partner in 2003 and until the opening of the Düsseldorf office in 2009 worked out of the Frankfurt office. Alexander is chair of the European Forum of the International Bar Association and a visiting lecturer at the Frankfurt School of Finance & Management and at the University of Münster. Michael Arnold has particular experience in corporate law with a special focus on stock corporation law/corporate litigation. He advises on shareholder meetings, board matters, company groups law issues and compliance. Michael also regularly advises German and international clients meaning that we shall be continuing to invest in the develop- in connection with mergers and acquisitions, pub- ment and training of our employees while remaining open to offering flexible working time models. lic takeovers and general corporate work. Since 2016 Michael is the Co-Managing Partner of the firm. As a member of its partnership council he has been playing an active role in shaping the firm since 2012. He joined Gleiss Lutz in 1999 after studying in Tübingen, Geneva, and Heidel- berg. In 2001 he worked on secondment at a leading international law firm in New York. Since 2004 he worked out of the Stuttgart office as a partner. Michael lectures as an honorary professor at the University of Tübingen. He is a member of the Corporate Law Association (VGR) and is also a permanent contributor to the AG-Report section of the “Die Aktiengesellschaft” (The Stock Corporation) law journal.
INTERVIEW MANAGING PARTNERS 7
GLEISS LUTZ ANNUAL REPORT 2016/2017 8 collaborate intransitive verb col·lab·o·rate \ kə-ˈla-bə-ˌrāt\ to work jointly with others in some endeavor
COLLABORATION Adding value through closer collaboration 9 Collaboration in a law firm has many facets: Teamwork on casework, continuous interaction and exchange between (see page 10). In her research, she has demonstrated not only that market success is more likely when cases are lawyer and client, well-established cooperative relationships among lawyers in different jurisdictions. The common denominator is always the aim of achieving the goal as a team, be it the successful conclusion of a transaction or a victory in landmark proceedings. And that great feeling when you have worked-upon cross-departmentally but also that high quality work in multidisciplinary projects strengthens clients’ confi- dence in the advice that they are receiving and helps retain them in the long run. If the firm succeeds in communicating a collaborative spirit, this can help it establish a real com- made a good thing happen with others should also not be forgotten. Gleiss Lutz made the topic of collaboration a par- ticular focus last year. It was the focus of the annual all law- petitive advantage. Collaboration means not only sharing knowledge and expertise within the law firm, but also bring- ing colleagues from other disciplines into contact with one’s yers’ meeting, the so-called Gleiss Lutz Day. own clients and working together as a team. According to “Full service, as we understand it, is not possible without cross-selling: It is not a question of putting clients in touch our lawyers collaborating seamlessly on a daily basis across with other service areas, rather of enriching the existing the various practice and industry groups,” says Co-Managing client relationship or current project by incorporating Partner Michael Arnold. “Only if each partner is always know-how that directly contributes to the resolution of the Gardner, collaboration is therefore not to be confused with aware that aspects beyond their own legal area might be of problem at hand. relevance to the case they are working on can you deliver truly comprehensive legal advice.” The fact that Gleiss Lutz Examples of how collaboration is practiced at Gleiss Lutz can advise companies in all relevant areas and, furthermore, that the teams make full use of this knowledge pool in case- work is a great asset to the firm’s clients. were on display at Gleiss Lutz Day. Two moderated panels saw partners from different specialist areas at the law firm discussing with in-house counsel the issue of what is impor- Harvard Law School professor Heidi Gardner has long high- lighted smart collaboration as a success factor for law firms tant when it comes to close collaboration in client work. A key finding was that intensive interaction and exchange deliver added value for both sides.
GLEISS LUTZ ANNUAL REPORT 2016/2017 The future of collaboration 10 Heidi Gardner, PhD, a Distinguished Fellow at the Center on the Legal Profession at Harvard Law School, has spent over a decade conducting in-depth studies on the effects of collaboration within professional service firms. Her book “Smart Collaboration: How Professionals and Their Firms Succeed by Breaking Down Silos” summarises the empirical results of her research. One of her central theses: Collaboration has gone from a nice-to-have to a strategic imperative. Dr. Gardner first became intrigued by the topic of collaboration when she was a management consultant with McKinsey: Why are some teams so much better – or worse – firms today encourage their partners to specialise and to operate within narrowly defined practice areas that they either acquired or themselves created.” The company representatives than others at using experts’ knowledge to crack tough prob- whom Gardner interviewed for her studies, however, were lems? And how can team members integrate their unique convinced that close collaboration between expert teams with knowledge to create a whole that is more than the sum of its entirely different specialisations tends to deliver innovative parts? Gardner has since been conducting in-depth studies of global professional service firms, interviewing countless lawyers, corporate counsellors, and leaders. Her research reveals that knowledge-based organisations find it a challenge to persuade experts – experienced ones in particular – actu- ally to collaborate with their colleagues from other departments. At the same time, the empirical results of her studies clearly solutions: “For many clients, innovation does not necessarily mean a cutting-edge, never-before-seen solution,” writes Gardner in her book. “Instead, they expect their professional advisors to innovate by taking the standard technical approach and meticulously tailoring it to the very specific needs of their business.” demonstrate that collaboration pays off – both for the indi- vidual professional and for the firm as a whole. To Gardner, the fact that collaboration is becoming ever more essential at a time in which knowledge is changing at an ever- “Professional service firms face a serious challenge: Clients need them to solve problems that are so complex that no increasing rate has solid economic causes: “In the past, profes- sional services firms could make a choice about whether to pursue the kinds of work that require effective internal collab- single expert can solve them,” is how Gardner describes the oration or rather rely on the outcome of individual practice. issue at the heart of her research. “But most top-tier service But times have changed. The market for professional services is bifurcating into high-profit, customised work versus lower- end, routine work. Firms that want to capture, or even just maintain, their share of high-profit, customised work simply must foster collaboration among their experts.” Yet, as her studies also show, smart collaboration still has a long way to go until it reaches universal adoption: “Many professional service firms are not yet delivering well enough when it comes to meeting their clients’ need for a collabo- rative approach,” writes Gardner. “This gap means that fast-moving professional services firms can gain a short-term competitive advantage by delivering efficient and effective collaborative services. Over time clients will expect collabo- ration as a basic, minimum requirement when hiring any professional advisor.”
COLLABORATION / OPERATION TANDEM Operation tandem The question of what makes a full-service law firm like Gleiss Lutz successful can be answered in the abstract reasonably quickly: continuous close collaboration between practice and industry groups. In concrete terms, however, the answer is: it is important that value is created for the client. Gleiss Lutz therefore tailors individual packages across the relevant legal areas for its clients depending on industry, company form and size, and legal challenge at hand. The strategic approach pursued by Gleiss Lutz is crucial, namely the approach that sees all areas of law receiving equal focus. 11 Interdisciplinary collaboration at Gleiss Lutz is particu- lead a dispute and how to present a case persuasively before larly apparent at the interface of antitrust law and litigation. “Antitrust proceedings usually begin with an official search. The company works through the case, defends itself, is fined, and after a few years a wave of damages follows,” is how the court. Some particularly interesting areas of overlap are introduced by the amendment to the German Act against Restraints of Competition (GWB) that incorporates into it many regulations typical of civil litigation. “At the end of the Petra Linsmeier describes a typical mandate for the antitrust day, what we are dealing with is procedural law at its purest,” lawyers. “In the big cases, it makes perfect sense to supple- ment the know-how of the antitrust lawyers with the exper- tise of our litigators.” Conversely, it is not uncommon for says Linsmeier. “And for this we can additionally offer our clients specific litigation know-how.” extensive civil proceedings to end up exhibiting an antitrust If a mandate is particularly complex, the tandem is extended element. “Take, for example, a contractual dispute in which so that additional areas of expertise are included: “If you are it becomes apparent only at the complaint stage that antitrust interviewing employees in the context of an internal investi- law is also applicable, perhaps on account of potential mar- ket dominance,” says Gleiss Lutz counsel Luidger Röckrath. “In such cases we can offer the perfect combination of litiga- gation and are looking to give them exemption declarations, then you really need to be getting a specialist in corporate law and an employment lawyer to check what you are doing,” tion and antitrust expertise.” says Ulrich Denzel, giving an example. “The company could The “tandem approach” is what the antitrust lawyers at Gleiss against its employees depending on the formulation of just potentially end up being barred from making a valid claim Lutz call their cooperation with other legal areas, such as such a declaration.” those of litigation, employment law, company law, and M&A. “It is important that we all act on equal footing as a team Gleiss Lutz’s covering of a mandate by bringing in partners for the client,” says Linsmeier. This includes integrating from two or more specialist areas is not a rarity in practice. colleagues from the other specialist areas early on and then “In major cases, the client is generally happy when two part- making sure that everyone is singing from the same hymn sheet. Another fitting metaphor: if you find yourself riding alone on a tandem, you should not be surprised if you end up sprawled on the ground after the first sharp turn. “What would not be optimal,” says Röckrath, giving an extreme example, “would be if a lawyer were to say: Look, I’ve writ- ten a complaint, I plan to submit it tomorrow, could you have ners are made available as points of contact,” says Linsmeier. “For parallel proceedings, trials, or settlement negotiations it is important to have sufficient personnel.” Denzel adds that, “It is important to give the board the assurance that we have the issues under control and that we are also able to think beyond the confines of the immediate legal area.” quick glance at it to check if the requests for evidence look The lawyers of Gleiss Lutz often hear that they are particu- okay?” The added value that the litigator can deliver does not come in the first instance in their knowledge of every nook and cranny of the German Code of Civil Procedure, rather it flows above all from their experience of such issues as how to larly good at this. “If we can show that this way of working together has already proved its worth in another case, then we can usually convince new clients very quickly of the merits of our interdisciplinary approach,” says Denzel.
GLEISS LUTZ ANNUAL REPORT 2016/2017 Thinkers with initiative required 12 As service providers within their company, in-house counsel face the challenge of applying their legal knowledge to the multifarious situations requiring advice that crop up daily across their company’s various business units. At the so-called Gleiss Lutz Day, a gathering twice a year of all lawyers of the firm, four company representatives discussed what they expected from their external advisors. Accounting, investor relations, human resources, com- small size of their teams are making an ever-greater impact munications, and other central corporate functions turn to their on the way in which in-house counsel and external lawyers legal department every day for advice, as do the management coexist. “The working day speeds by faster than ever. As an and supervisory board. “For the majority of situations, we in-house lawyer, I need to get to the bottom of any particular have standard processes in place. But larger projects also come our way, of course, and for these we tend to put together a special team,” explains Dominik Kallweit, legal counsel at Infineon. When it comes to legal services, an important issue for in-house counsel is to find the right balance between in- and outsourcing. “Our basic approach is to do as much as we can ourselves. Providing substantial advice and thereby not just coordinating external lawyers makes our work more fun,” says Jan Christoph Pfeffer, senior legal counsel for M&A at Deutsche Telekom. But if in-house capacity is not sufficient, if a second opinion is needed because of the high level of risk involved, or if the expertise for a particular issue is simply issue quickly,” says Kristina von der Linden, in-house coun- sel at Bayer AG. Correspondingly, input from law firms is expected to be precise and to the point. “When I find myself requiring external legal advice it is usually because I need to make a decision, and in that kind of situation I really don’t have time for a long read,” emphasises Bögershausen. “That’s why it’s so important that the bottom line is the first thing that hits my eye when I receive advice, so that I immediately know what conclusions were reached.” In-house counsel place sim- ilarly high value on simplicity of language. “In recent years, I myself have received emails from top law firms that I’ve had to read ten times before I understood what they were trying to lacking, then external advisors come into play. get at,” complains Pfeffer. “What I would like,” adds von der Reputation in the market, proven competence and experience are the deciding factors when it comes to selecting a law firm. Some companies send out RFPs; others work from a shortlist. What stands a law firm in particularly good stead is a compa- ny’s favourable experience of already having worked with it. That there are plenty of law firms that can demonstrate the necessary expertise is something about which all the company representatives agree. “In principle, all the major law firms can deliver the same spectrum of services,” says Uwe Bögershausen, CFO of SLM Solutions AG. “What makes a difference is a Linden, “is to be able to take a memo and simply pass it on unaltered as the basis for a decision. If a memo contains too much legal jargon, meaning that I first have to translate it, then this takes a chunk out of my work day.” Memoranda that spell out the legal aspects of a situation are nevertheless still in demand. “In going over them, I retrace the path that the lawyers took while formulating their advice, and this gives me a deeper understanding of the issues for the next time they crop up,” said Bögershausen. The fact that les- sons gleaned from large projects are absorbed by the com- personal connection and a high level of trust between company pany and that the legal department thereby becomes a little and advisor.” In practice, therefore, doubts about competence more emancipated at the end of each project is for in-house are far less likely to arise than doubts about reliability and counsel itself an important aspect of working with external questions of whether a particular lawyer will actually be able advisors. “Working together as true partners means having an to deliver the advice that is required. “Nothing is worse than external lawyer on hand who helps ensure that some of the if I have to spend a long time mulling over what a lawyer is knowledge required by the project is transferred to the com- trying to tell me and how I might go about acting on it,” says Bögershausen. The broad range of topics dealt with by legal departments, the time and cost pressures they face, and the pany in the course of the project.” As for what else legal departments want from their external lawyers: “Thinking with initiative and always being a step ahead in their think-
COLLABORATION / THINKERS WITH INITIATIVE REQUIRED 13 ing: this, in the best case, is how we would like to think of our external advisors,” says Pfeffer. For von der Linden, it is important that external lawyers are able to see things from a business perspective, not merely from a legal one: “IIt’s always really helpful if the advisor quantifies a risk and doesn’t simply point out that a residual risk exists, for if they just do that, then I’ll be asked internally to put a number on this risk myself.” Taking a broader view of a project, perhaps even questioning it altogether and asking whether it even makes sense to pursue it: this kind of initiative on the part of the external advisor will always benefit the cooperative relation- ship. As Kallweit spells out, “What always impresses me is if the lawyer not only answers all of my questions but also gives me the feeling of having really thought things through, of having the complete picture in view.” Panel participants Kristina von der Linden Investigations/Foreign Trade Compliance, Bayer AG Uwe Bögershausen Chief Financial Officer, SLM Solutions AG Dominik Kallweit Director & Corporate Legal Counsel, Infineon Technologies AG Jan Christoph Pfeffer Group Headquarters Legal, Deutsche Telekom AG Tobias Harzenetter Associated Partner, Gleiss Lutz
GLEISS LUTZ ANNUAL REPORT 2016/2017 Best of full service 2016 /2017 14 Knowledge that covers all major areas of the law plus experience in all key industry sectors together form the basis of Gleiss Lutz’s full-service offering. Experts who can be counted among the market leaders in their respective legal fields work in individually tailored teams on the optimal solutions for mandate and client, regardless of the specificity of the problem at hand. The guiding principle of our full-service legal advice is always this: the highest level of quality and the best possible service. The diesel issue: VW’s supervisory board conducts a thorough review Since the beginning of 2016, Gleiss Lutz has been advising the supervisory board of Volkswagen AG on the diesel issue and all the legal questions surrounding it. A large, multi-disciplinary team stood shoulder-to-shoulder with the automobile group with a view to, among other things, negotiations with the United States government, in which criminal claims and environmental protection lawsuits in the United States were resolved. The firm has also assessed whether there are potential breaches of duty by members of the management board and supported the supervisory board at its annual general meetings. Energy transition: Blackstone sells the Meerwind offshore wind farm Gleiss Lutz advised The Blackstone Group in a transaction worth €1.6 billion when the private equity investor sold its majority stake in the Meerwind offshore wind farm to China Three Gorges. Since the start of the project in 2008, Gleiss Lutz has been advising Blackstone extensively on all legal aspects of the project, including the 2015 refinancing of the wind farm via green bonds. Billion-range transaction in the semiconductor industry: NXP sells division to Chinese consortium NXP Semiconductors sold its Standard Products Division to the Chinese invest- ment company JAC Capital and the global private equity fund Wise Road Capital. The transaction volume was $ 2.75 billion. Gleiss Lutz advised the buyers in the transaction. Areas of expertise Compliance, corporate law, employment, public law, dispute resolution Areas of expertise M&A, corporate law, private equity, energy, dispute resolution, tax, banking and finance Areas of expertise M&A, corporate law, private equity, employment law, public law, real estate
COLLABORATION / BEST OF FULL SERVICE 2016 /2017 BER Airport: Banking consortium restructures financing Gleiss Lutz advised a consortium of seven banks under the leadership of the Nord- deutsche Landesbank Girozentrale on the refinancing of the financing for the construction of Berlin Brandenburg Airport (BER) by the airport operator Flughafen Berlin Brandenburg GmbH (FBB). The European Commission approved the new financing structure for the completion and medium-term expansion of the capital city’s new airport. Nuclear phase-out: German Federal Constitutional Court calls on the legislature to introduce compensatory system The German Federal Constitutional Court ruled that the accelerated phase-out of nuclear power was constitutional in princi- ple, but that the 13th amendment to the Atomic Energy Act (AtG) in several respects adversely affected the property of the energy groups concerned. The leg- islator was directed to make a legal ruling on a sufficient level of compensation. Areas of expertise Banking and finance, antitrust Areas of expertise Public law, energy, dispute resolution Megatransaction: ChemChina takes over Syngenta Gleiss Lutz advised Syngenta, the Swiss agriculturals company, in its takeover by ChemChina. This was the most expensive overseas acquisition ever undertaken by a Chinese company. The law firm provided legal advice on the merger control pro- ceedings at the EU level and coordinated the merger control applications with the relevant authorities in more than 20 coun- tries, including Brazil, India, Mexico, Russia, and China. Gleiss Lutz advised also on investment control and clarified employment law issues worldwide. This complex takeover was named “Deal of the Year” by the China Business Law Journal. HETA – IFLR Restructuring Deal of the Year Gleiss Lutz advised HETA, the former Hypo Alpe-Adria-Bank, in around 11 civil law proceedings against around 40 pre- dominantly institutional bondholders. The issue was the repayment of approximately €2.3 billion in maturing bonds plus inter- est. This saw legal proceedings concern- ing the new European Bank Recovery and Resolution Directive (EBRRD) being dealt with for the first time before German courts and in a submission to the Euro- pean Court of Justice. At the International Financial Law Review (IFLR) European Awards 2017, the HETA restructuring was named “Restructuring Deal of the Year”. 15 Pfleiderer Group successfully reorganised Gleiss Lutz advised Luxembourg-based Atlantik S.A. as sole shareholder of Pfleiderer from the beginning: during the takeover of the wood processing company in the context of insolvency plan proceedings, in its subsequent reorganisation, and in the issuance of an approximately €322 million bond. In 2016 the reconfiguration of the group structure, with its innovative (reverse takeover) approach, essentially concluded the restructuring and realignment of the Pfleiderer Group. Handelsblatt, the leading German business newspaper, named it “Restructuring of the Year 2016”. The jury particularly appreciated the skills and professionalism of the legal advisors who worked on the restructuring. Areas of expertise Banking and finance, restructuring, corporate law, M&A, tax, antitrust Real estate: Pradera acquires portfolio from IKEA Gleiss Lutz advised Pradera, one of Europe’s leading retail real estate special funds and asset managers, as lead coun- sel in the acquisition of 25 retail parks in eight European countries. These deals saw a total investment of €900 million. Areas of expertise Antitrust, investment control, employment law Areas of expertise Dispute resolution, banking and finance, restructuring, EU law Areas of expertise Real estate, M&A, banking and finance, public law, IT/IP, employment law, antitrust
GLEISS LUTZ ANNUAL REPORT 2016/2017 One-stop quality shop 16 The increasing internationalisation of business is seeing a concomitant increase in the need by companies for full- service legal advice across multiple jurisdictions. Finding a law firm that can combine the necessary geographic reach with consistently high quality service is often a challenge. With the format of the International Legal Advisory Group, Gleiss Lutz provides clients with a solution that enables them to benefit from working with the best and most suitable partners globally.
COLLABORATION / ONE-STOP QUALITY SHOP When the German brand WMF, with its rich tradition, an international dimension. Today New York, tomorrow changed hands for almost €1.6 billion, Gleiss Lutz advised Paris, the day after that Hong Kong – the locations are con- the purchaser as part of a team of lawyers from eleven juris- stantly changing, as are the actors. “Gleiss Lutz’s special dictions. For the acquisition of the AVA Group by Taiwanese client Enterex, Gleiss Lutz coordinated the advice of lawyers from France, Italy, the UK and the Benelux countries. And for the acquisition of Syngenta, a Swiss agrochemicals com- pany, by ChemChina, involving a transaction volume of around $43 billion, Gleiss Lutz oversaw the submission of asset is that we can bring together top lawyers for interna- tional projects without being bound to specific law firms or even to own foreign offices, which we for good reasons do not have,” says Gerhard Wegen, M&A partner at the firm’s Stuttgart office and one of the co-founders of the format of the International Legal Advisory Group. The approach that merger control applications in more than 20 countries, includ- ing in Brazil, India, Mexico, Russia, and China. Most of the projects and transactions on which Gleiss Lutz advises have forms such a group is as simple as it is effective: Gleiss Lutz maintains close personal contacts with independent top-level law firms all over the world. >> 17
GLEISS LUTZ ANNUAL REPORT 2016/2017 18 From this flexible and tested network, and with an eye on the requirements of both client and mandate, the best lawyers firms with a variety of fee structures, meaning that clients can receive top-quality advice in a cost-effective way. for any particular project can be brought on board. And with one or two country relationship partners assigned the respon- sibility of keeping in regular touch with lawyers in each of Feedback on the performance of each law firm – be it based in Brazil, New Zealand, Egypt, or Kazakhstan – is collected the major jurisdictions worldwide, relations with the interna- tional law firms are maintained in a systematic way. For complex cross-border mandates too, the International Legal Advisory Group can offer a service that is genuinely seamless. If requested, one joint engagement letter can be prepared for the client. A Gleiss Lutz partner coordinates the activities of all the lawyers in foreign jurisdictions who are working on the project; other Gleiss Lutz lawyers over- see the management of the operational aspects, be this through monitoring schedules, reviewing and providing status reports and budgets. “This approach means that our clients have specific, named contacts and can be assured of efficient, smooth processes across borders,” says M&A partner Jochen Tyrolt. on completion of each project by the partners assigned to the respective country. “Law firms can change over the years, and clients should always be confident that they have access to the top lawyers in each country,” explains Tyrolt. If the Gleiss Lutz lawyers ascertain that the service quality delivered by a particular law firm is no longer what it should be, it can happen that this firm is removed from the International Legal Advisory Group list. Law firms in other jurisdictions, however, tend to have a strong interest in maintaining a long-term part- nership: “Since they want to show not only the client but also us that they are the best address for future referrals, the law firms put a lot of effort into their work,” adds Co-Managing Partner Michael Arnold. As Wegen sees it, the future will involve striking ever more partnerships, maintaining a supreme level of competence The decisive advantage of this approach over working with a fully integrated law firm is the flexibility that Gleiss Lutz’s system offers. “When selecting law firms with which to part- ner, we never lose sight of our own firm’s exacting demands when it comes to service quality,” emphasizes Wegen. Which firms constitute the best partners depends on the specific requirements of the client with regard both to geography and wherever the Group is active, and collaborating across intelli- gently planned networks. “Law firms like us have the chance to remain independent and not only to be heard alongside fully integrated international law firms but also to demonstrate the clear advantages of an international network.” For all these reasons, some of the firm’s largest clients active on the inter- national stage have for years been coming back to Gleiss to the scope of the services required. “This is the great advan- Lutz again and again for the kind of tailor-made solutions that tage of our system,” says Tyrolt. “We can work with the the International Legal Advisory Group delivers. “These partners best suited to the client and the project in question, companies trust us because they know that we have a great thus ensuring consistently high quality across all jurisdictions and across all areas of the law.” In situations in which the client company has long-established good relationships with particular lawyers, these relationships can easily be included. Since none of the relationships in the individual countries is deal of experience in meeting their international needs, and that we can do so in an efficient way and at the level of qual- ity that they have come to expect,” says Tyrolt. Whether the issues involve five or five dozen countries is of little relevance. Some of Gleiss Lutz’s tailor-made International Legal exclusive, lawyers can be brought in also from different-sized Advisory Groups cover today more than 70 jurisdictions.
COLLABORATION / ONE-STOP QUALITY SHOP The European dynamic Gleiss Lutz has been cooperating very closely with leading independent law firms in France, Spain, and Italy for many years now. The successful cross-border collaboration has been based both on a common understanding of the quality and level of service sought by clients and on the trusting personal relationships established between individual lawyers at these firms. 19 Brexit, regulation, or global trade: no matter the issue, to meet clients’ diverse needs across Europe and worldwide, Gleiss Lutz, Gide, Chiomenti, and Cuatrecasas established their European Network, bringing together more than 2,000 lawyers in 21 countries. Each of these partners is a full- service law firm that covers all relevant areas of business law relevant to clients and occupies a particularly strong The firms in the European Network regularly advise on cross-border projects. Many lawyers have already worked with their counterparts at partner firms on several occasions, thereby gaining extensive experience and increasing their understanding of the specificities of the other legal cultures. And alongside this more technical aspect, the personal contacts fostered within the European Network are also of position in its home market. decisive importance: “Personal contact among the network participants is absolutely key when it comes to delivering outstanding work for the client,” says Wolfgang Bosch, summarising the theme of the first European Network Part- ners Meeting, held in Barcelona between 30 March and What the International Legal Advisory Group offers: 1 April, 2017. Access to an international network with a much greater reach than that of any major international law firm Flexibility in the selection of suitable law firms for any specific project Reduction of administrative workload and costs in the commissioning of law firms in different countries This meeting, which lasted two days, saw more than 400 partners from the four law firms discussing current and upcoming client needs for example at meetings of the joint practice and focus groups of the European Network. Keynote speaker Richard Susskind gave a talk on how technology will change the legal sector. António Vitorino, a partner at Cuatrecasas and a former European Commissioner for Justice and Home Affairs, gave a talk on “Building Europe”. A varied leisure programme presented a range of opportunities to deepen existing relationships and establish new contacts, be this through joint cooking sessions, while out mountain biking, or in the context of a mini football tournament. Assurance regarding quality across national “An excellent way to get to know more partners on a personal borders Management of possible conflicts of interest Improved cost control and cost-effectiveness level,” summarised Carlo Croff, senior partner at Chiomenti. Rafael Fontana, senior partner at Cuatrecasas, added: “After Barcelona, our European Network will be a different one.”
GLEISS LUTZ ANNUAL REPORT 2016/2017 20 Close collaboration As one of the largest full-service law firms in the market, Gleiss Lutz attaches great importance to interdisciplinary and cross-office cooperation. It does this foremost in the interests of its clients, who are seeking comprehensive advice delivered with the highest level of technical expertise. However, the close collaboration across practices and offices also presents an enriching opportunity for its younger lawyers in their own professional development. “High motivation and competence among all team members; a high level of responsiveness and maximum avail- ability; an uncomplicated manner.” When asked to character- ise what working with Gleiss Lutz is like, Bernhard Barth, an associate at the firm, does not have to dig deep for an answer. Advising on corporate law out of the Berlin office, Barth works closely with lawyers from different disciplines when pany can store its employee or customer data in a cloud-based system which servers are located in the US.” The firm’s data protection experts work alongside distribution law specialists when it comes to checking online marketing and advertising campaigns. They are brought in by the antitrust lawyers when employees’ emails need to be viewed in the course of an internal investigation. And they are involved in M&A trans- supporting clients in the start-up scene, for whom IP- and employment-related issues often play an important role, as well as when advising clients involved in larger transactions actions when personal data are swept up during due diligence reviews. “Regular interaction with colleagues from other practice groups allows us to look at legal issues from a differ- or joint ventures. ent perspective,” is how Manuel Klar describes what he par- ticularly appreciates about interdisciplinary collaboration. Manuel Klar also has examples of joint matters involving “This broadening of your views gives you a more compre- interdisciplinary collaboration: “In our practice, overlaps to hensive awareness of the problem.” employment law regularly crop up,” says the associate from the Munich office, who focuses on data protection law, “namely when there are questions regarding whether a com- Kai Brauneisen, an associate focusing on employment law out of Stuttgart, works particularly closely with lawyers from
COLLABORATION / CLOSE COLLABORATION 21 corporate/M&A and tax law. Even if this does not make him nary and cross-site meetings, as well as through the structured a corporate lawyer or a tax lawyer, he still believes that it delivers a better sense for questions that one can solve one- self and others that are better dealt with by picking up the phone and calling a specialist in a different field. “Nowadays most of the cases that we work on cannot be so easily placed in any one particular specialist area,” says Kai Brauneisen. He has recently found himself collaborating very closely with colleagues from various other practice areas, especially when working on large compliance matters. “The lines of demarca- tion between the different legal areas are often blurred. You approach a question with your employment-law glasses on but then quickly find yourself back in the corporate law arena. This is why close collaboration across our offices and practices is so essential.” Sarah Zinndorf, a member of the Frankfurt antitrust team, finds particular motivation in the combination of complemen- tary expert abilities and perspectives that is so much a part of the firm’s DNA. “You get to see things from a new perspec- tive in your client work. And your horizons are broadened not only professionally but also personally, as you are regularly getting to know new colleagues in the team.” The firm also promotes internal exchange through regular cross-discipli- transfer of knowledge that takes place at the Gleiss Lutz Academy, the firm’s internal training and further education programme. Alexander Schwarz, Co-Managing Partner at Gleiss Lutz, has a good hunch as to why the collaboration works so smoothly across the different disciplines and locations: “Our firm grew largely by its own efforts. The lawyers have worked together at different stages of their careers at various offices. This lies at the heart of the very trusting relationships that they enjoy and it forms the basis of the firm’s very well-established work processes.” As a result of this, quality and professionalism are never compromised and are consistent. This not only gives the firm’s clients confidence, but also makes for a pleasant work environment. “Already as a trainee I experienced the special team spirit and great collegiality at Gleiss Lutz, and since becoming an associate nothing has changed this initial impression,” says Sarah Zinndorf. The willingness at the firm to provide mutual support is enormous, and this is true regardless of experience level. Kai Brauneisen puts it in a nutshell: “For me, teamwork is particularly impor- tant for all the reasons implied in its name.”
GLEISS LUTZ ANNUAL REPORT 2016/2017 22
BOARDROOM MATTERS 23 Boardroom matters You think that it can’t be all that difficult to comply with the law and with your own internal rules? Think again. A long list of compliance violations and cases that led to fines proves that conformity with the rules can be difficult to ensure and that, above all, behaviour can be difficult to monitor in all areas of business life. Insights into why this is – and what members of management and supervisory boards need to look out for – can be gleaned from Gleiss Lutz’s compliance advisory work. >>
GLEISS LUTZ ANNUAL REPORT 2016/2017 “The Management Board ensures that all provisions of law and the company’s internal policies are complied with, and endeavours to achieve their compliance by the group entities (Compliance).” German Corporate Governance Code 24 As a business management discipline, compliance has this, the board must ensure that company employees also had a great run over recent years. During this time, compliance adhere to the law. Here, lawyers refer to a “duty of legality”. has left its mark on medium-sized companies as much as it has on major corporations, with a growing number of cases in A management board therefore cannot assume that those which internal policy shortcomings have cost board members who work for the company are in compliance with the law their seat – and often much more than that, too. The legal basis for this is not necessarily new. “You used to look at the law and think that everything was being strictly regulated,” remembers Stefan Rützel, a partner at Gleiss Lutz specialising in dispute resolution. “But the regulations didn’t really trans- late into anything tangible in most cases.” and regulations and then merely rely on this assumption. Rather, it is duty bound to institute principles and compliance structures. This shows that, while compliance appears to be self-evident from a distance, closer, legal scrutiny reveals that there is in fact much more to the topic. Today, on the other hand, corporate managers are under close scrutiny. The list of high-profile cases in Germany that have led to fines is a long one (see box), and is getting longer every year. Gleiss Lutz has been and remains involved in clearing Another issue that adds to the complexity is the interplay between the supervisory board and the management board. These bodies are jointly responsible for identifying and remediating misconduct within the company. Yet despite this cooperation, each body must independently draw the neces- up numerous cases of regulatory violations committed within sary legal conclusions from any internal investigation. The and by companies – for example, in the area of antitrust law, real test is usually when it turns out that members of the man- where compliance has played an especially important role for agement board may have in fact violated their monitoring many years now. “The large antitrust proceedings for which duties. In this case, the supervisory board is obligated to we provide support almost always involve an internal investi- examine claims for damages. gation: What went wrong in the company? Where did the internal control mechanisms not work as they were meant to? Where does the company go from here?” explains Gleiss Lutz partner Christian Steinle. And it is against this background that Gleiss Lutz now finds itself working on what is one of the most high-profile cases in the history of German industry, with a Gleiss Lutz team under the leadership of Michael Arnold looking to clear up the “diesel At Gleiss Lutz, the lion’s share of major cases involves advis- ing stock corporations. One of the key corporate responsibilities of their management boards is to ensure the lawfulness of oper- issue” on behalf of the supervisory board of Volkswagen AG. Work on compliance violations and the preventive identifi- cation of weak areas are good examples of interdisciplinary ations. As a result, internal investigations tend to involve ana- issues in law because the experts have to delve deep into lysing the duties of the members of the management board as internal structures and examine processes at various levels. well as any possible violations of these duties – and readjusting The compliance arena is therefore one in which the strengths the existing internal organisation of the company accordingly. of Gleiss Lutz’s full service approach come to the fore, with What makes things so complicated for any management tax lawyers, specialists in corporate, IT, and data protection board attempting to steer compliance efforts within its com- law, and often also lawyers specialising in white-collar crime. antitrust lawyers working hand-in-hand with employment and pany is not just that it must itself comply with the law, arti- cles of incorporation, and other internal policies, “irrespective of whether any breach of the law is actually beneficial to the company or not, financially or otherwise,” explains Michael Arnold, Co-Managing Partner at Gleiss Lutz; in addition to “We advise on complex, mainly international cases of great economic significance that carry high risks for both the management and supervisory board; we advise, in other words, on the most fundamental boardroom matters,” says
BOARDROOM MATTERS Co-Managing Partner Arnold, describing the common element in all of the mandates taken on by the compliance practice. “In this context, our experience is usually put to use deliver- ing an overview of the big picture to the management and the supervisory board and then presenting a reliable evaluation of the situation.” Building on this, according to partner Eike Bicker, the com- pany leadership can then identify risks and set priorities. “One of our most essential tasks is to support those responsible on an ongoing basis as they set about creating a culture of legal compliance within the company.” Achieving this is absolutely crucial when it comes to then implementing a compliance organisation, i.e. clarifying responsibilities, training employ- ees, and setting up a whistle-blower system. “Establishing such structures is standard practice today.” Depending on the risks and priorities, compliance organisations can differ fun- damentally from one another; there is no one standard. The members of the managing and supervisory boards should, however, be in no doubt that, despite the significant increase in costs incurred by well-known companies for compliance violations, including the costs of internal investigations, there is no solution that guarantees fully to insure them. “The management and supervisory boards of a group simply cannot protect themselves against all risks,” says Michael Arnold, drawing a conclusion from his many years of prac- tice. “Board members must, however, be in a position to prove that they have done everything in their power to ensure that the procedures in their company are as they should be.” Having all the relevant documentation in order therefore already constitutes a step in the right direction. Major cases involving fines over the past decade 2006 2006 – Siemens receives a fine of around €1 billion from German and US authorities for paying bribes. 25 2007 Members of the “elevator cartel” are levied with an antitrust fine totalling €1 billion by the European Commission. 2011 Ferrostaal pays €140 million in fines after employees are found to have won orders through bribery. 2015 Deutsche Bank has to pay a total of €2.3 billion to the US and UK financial supervisory authorities for manipulating the LIBOR reference rate. 2016 The EU Commission issues five heavy goods vehicles manufacturers with fines totalling €2.9 billion on account of restrictive practices. 2017 Volkswagen AG agrees to settle criminal and environmental claims with the US government in connection with the diesel issue. As part of the settlement agreements, VW agrees to pay fines and penalties totalling $4.3 billion.
GLEISS LUTZ ANNUAL REPORT 2016/2017 26 Why data protection is becoming ever more of a compliance issue In the wake of new legal requirements, companies now find themselves subject to stricter controls and higher fines: the EU General Data Protection Regulation has increased the importance of ensuring the legal use of data and have made consideration of this an unavoidable component of every company’s compliance structure. To take a standard example from Gleiss Lutz’s compli- ance practice: An internal investigation requires that employee emails be evaluated as quickly as possible. However, the data protection officer voices reservations. “In such cases a legally compliant solution needs to be identified as quickly as possible,” says Christian Hamann, a lawyer at Gleiss Lutz in Berlin, who specialises in data protection law. When dealing with personal data, not stepping over red lines will become ever more important for companies in the future. On 25 May 2018, the EU General Data Protection Regulation comes into effect. This will not – at least in Ger- many – entail any revolutionary material legal changes. Nonetheless, it stipulates significantly expanded obligations in the areas of organisation and documentation. In addition, the relevant supervisory authorities will be heavily upstaffed as a result of it. “Up to now there has been comparatively little oversight,” says Hamann. “That will change once the General Data Protection Regulation comes into force.” If the supervisory authorities find anything untoward, the threat of severe sanctions will loom: If a company ignores its data protection obligations, instead of a maximum fine of €300,000, the authorities will in future be able to impose fines of up to €20 million or 4 percent of global annual turn- over. A particularly explosive detail is that even without a serious breach of the respective laws, a fine of up to €10 million will be able to be levied, with a breach of the Gen- eral Data Protection Regulation’s numerous documentation requirements or of the obligations it imposes to furnish sup- porting documentation being a sufficient trigger. “Compa- nies will in future need to be able to demonstrate that they are compliant when it comes to data protection,” warns Hamann. “This reversal of the burden of proof constitutes a paradigm shift.” Many companies are therefore working hard to adapt their processes and practices to deal with personal data. The first step is always to take an inventory. With this, what needs to be clarified is, for example, what data are currently being collected in which areas, who has access to the data, and whether the processes conform with current and future legal requirements.
WHY DATA PROTECTION IS BECOMING EVER MORE OF A COMPLIANCE ISSUE 27 When personal data migrate into the cloud In most cases, the inventory will indicate that adjustments services often provided by American companies,” says data protection expert Hamann. “Here both data protection law are necessary to meet the new organisational and documen- and employment law issues are in play.” Expertise in IT law tation obligations and thereby reduce the risks associated is required when clients outsource their data processing to with failing to honour them. “For many companies it is external providers. Legally watertight terms and conditions therefore becoming essential that they approach data protec- and declarations of consent for use in advertising are created tion and the way in which it is managed in a similar fashion to how they currently do things in the context of their com- pliance management system,” says Hamann. The manage- by competition lawyers and data protection lawyers working together in close cooperation. In the area of finance, data pro- tection becomes an issue at the very latest in the context of ment of data protection might sometimes even be integrated bank secrecy. And when it comes to M&A transactions, the directly into the compliance management system, something issue frequently arises as to which data may be disclosed dur- requiring tight coordination between a company’s compli- ance and data protection officers. “There is no off-the-shelf solution, however, as to how to make data protection compliant.” ing due diligence. “Many companies are aware of the importance of data protection,” says Hamann. “Our task is to point out to them in advance where problems could still arise and how, in Supporting the development of new data protection structures case of doubt, they can be resolved – with an off-the-shelf and processes, as well as the ongoing provision of legal advice data protection solution a complete non-starter in the majority on data protection, are classic interface topics, that is to say, of cases. This requires, among other things, identifying a topics for which expertise from various areas is required. solution that precisely suits the company’s expectations, Here Gleiss Lutz can give free reign to its full-service which often call for more than the standard resources, approach with all the advantages that it delivers. To present necessitating instead the interplay of specialists from dif- an example from employment law: Many companies are cur- rently configuring their systems for digital transformation. “Employee data often migrate into the cloud, with the cloud ferent areas.”
GLEISS LUTZ ANNUAL REPORT 2016/2017 GLEISS LUTZ JAHRESBERICHT 2016/2017 2828 What was high light in The Gleiss Lutz partners on the high points of the year
WHAT WAS YOUR HIGHLIGHT IN 2016/17? 29 29 your 16 /17?
We were able to win a landmark capital markets law case before the administra- tive court – a great joint success of our capital markets and regulatory practices. Jacob von Andreae I was part of a team that visited German LL.M. students in the United States. I was impressed by the many talented junior lawyers with international training and by their enthusiasm for pursuing a legal career. Christian Arnold Advising the Scholz Group during its extraor- dinarily complex restructuring. When I joined Gleiss Lutz ten years ago, the Scholz Group was my first client. I am relieved that the crisis in which the group in the meantime found itself has now been resolved. Kai Arne Birke Firstly, acquiring new clients from the railway sector in my litigation practice. Secondly, how we were able repeatedly to use our Gleiss Lutz mind-set to realise the benefits of our full-service approach for these clients. Tobias Boecken It was a year full of highlights in terms of the professional challenges both of cli- ent work and of my work as Chairman of the Partnership Council, relating directly to the partnership. Once again it proved to me that it is a privilege to work for and in such a fantastic team. Wolfgang Bosch The conclusion of the EU trucks manufactur- er antitrust case, in which we were able to advise our client on all legal aspects. These proceedings once again showed me how important, not to say pleasant, it is to work in a functioning team in which major challenges are shouldered and mastered together. Ulrich Denzel The founding of the “Eberbach Group”, an alliance of colleagues specialising in company pension law across various major law firms. The “Eberbachers” plan to keep a critical eye on develop- ments in legislation and jurisprudence because company pension schemes are in a sorry state! Martin Diller Advising ASML on the acquisition of a shareholding in Carl Zeiss SMT GmbH – a remarkably multifaceted and challenging transaction. Patrick Kaffiné Ministerial approval in the Edeka and Kaiser’s Tengelmann case was the main topic and involved exciting proceedings across the spectrum of law, market, and politics. Matthias Karl What was particularly motivating for me, as partner in charge for recruiting in the Stuttgart office, was that we were able to attract more students and trainees than ever before to take posi- tions in our office and to experience how committed they have all been. Marco König Transforming the TV research working group with more than 20 partners, including ARD, ZDF, ProSieben, and RTL, first into an ordi- nary partnership and then immediately into a GmbH, tax neutrally for all stakeholders for antitrust reasons, and adhering to media law in the transition from non-commercial to commercial activity. Michael Marquardt The successful completion an of arbi- tration proceeding for Holtzbrinck. Such proceedings are rare in the tax law community and offer exciting insights into a different world. Stefan Mayer Our advising an international client on the takeover financing of a company listed in the United Kingdom. To secure the deal exactly as envisioned, more than five juris- dictions had to work under high pressure along the line that separates questions of financing on one side and questions relat- ing to takeovers on the other. Eva Reudelhuber My highlight, besides many exciting mandates, was the publication of a book on corporate co-determination. Also, an interesting stay in America left a great impression on me. Gerhard Röder The successful completion of the restructuring of the Pfleiderer Group and the close collaboration on banking supervision law with colleagues from across Europe at our Regulatory Hub in Frankfurt. Maximilian von Rom My personal highlight was a client’s feed- back to me: “I would like to thank you for your steadfast legal but also psychological support. I have always very much enjoyed working with you. You are not only quick- witted in the subject area, but are also always able to identify exactly what is on other people’s minds.” Doris-Maria Schuster The many conversations and interac- tions with the partners and employees, who this past year showed me more than ever that we are a very special law firm. Alexander Schwarz My highlight was the oral hearing before the German Constitutional Court in which we represented E.ON in connection with German’s legally mandated nuclear phase-out. Basic questions relating to property ownership and compulsory purchase were discussed. The judgment will in future be considered to be among the important and fundamental deci- sions on Article 14 of the German Basic Law. Michael Uechtritz In addition to advising on exciting trans- actions – including supporting the Bertelsmann Group on several occa- sions – my highlights were the success- ful establishment of a young and potent M&A team in Berlin and the launching of our “Eight Thirty” series of events aimed at venture capitalists and start-up entrepreneurs. Martin Viciano Gofferje My highlight was a safari trip to Botswana and my encounters with the unique (mostly untouched) flora and fauna of this country and, above all, with its wonderful people. Stefan Völker Advising on a large IT outsourcing pro- ject in the statutory health insurance sector. This represented a new frontier, with it being said beforehand that such a thing was not even possible. A per- sonal, especially happy event was my son’s passing the Abitur, qualifying him for university enrolment. Stefan Weidert My highlight was the further impressive development of the young Hamburg office. We are all delighted that we are in such demand and that many excellent clients regularly seek out our advice. This is highly motivational for everyone and makes for a happy working environment! Fred Wendt
Working together with ever more “Gleissians” and thereby experiencing new ways to collaborate every day. Michael Arnold The trust placed in me by members of the board of directors at listed companies to advise them in situations critical to the company as well as to themselves. Stephan Aubel My professional highlight was advising DZ BANK on labour law issues on its merger with WGZ BANK. The merger was completed as planned on 1 August 2016. Ulrich Baeck Advising our longstanding client Syngenta in its acquisition by ChemChina. Successfully completing the EU merger control proceed- ings and filings in more than 20 countries was hard work. Personally, I was particularly pleased with the revived enthusiasm for Europe and the European project. Ingo Brinker My highlight was the invitation to speak at Judges’ Week at the Federal Social Court of Germany. Reimar Buchner That after 25 years of work as a lawyer, I am still able to find joy and fulfilment in my profession and am still convinced, after 25 years at Gleiss Lutz, that I am a partner at the right firm. Hoimar von Ditfurth My highlight in 2016 was the passing of the notary exam, enabling the Frankfurt office, in spring 2017, to expand its offering to notarial services. Cornelius Götze My highlight was meeting interested and committed students at recruiting events and workshops, for example at Augsburg and Düsseldorf Universities. I am sure that these talents can in future be colleagues who will keep our company young and moving forward. Jens Günther My highlight was our being awarded the JUVE Award for “Law Firm of the Year for Banking and Finance 2016”. This award is a confirmation of the successful, impressive work of the entire banking and finance team in recent years. Helge Kortz The obtaining of interim relief in the Court of Justice of the European Union against the European Commission was certainly a high- light. It was the first time that the ECJ had granted interim relief in an antitrust dispute even after the action before the Court of First Instance had been unsuccessful. Personally, my becoming partner in the firm. Christian von Köckritz Advising a multitude of clients, espe- cially from the Rhine/Ruhr region, on exciting national and international projects. This included the advice of Henkel on the sale of its western European construction chemicals busi- ness for professional users to BASF. Thomas Menke Growth in both my professional and my private life: As co-head of the M&A prac- tice, I am particularly proud of our having gained increased M&A market share, especially in the high-end segment. The main highlight of the year was for me, however, the addition to my family. Ralf Morshäuser Being responsible for corporate law advice in the reverse takeover of Pfleiderer Group, one of the most complex and exciting transactions of recent years. Patrick Mossler My participation in the German Jurists Forum 2016, one of the leading think tanks for corporate law in Germany, in Essen as a speaker, presenting on the need for reform in the area of partner- ship law. Gabriele Roßkopf We are advising the Volkswagen Supervisory Board in connection with the diesel issue. As a result, we are playing a central role in probably the largest and most prominent ongoing compliance matter right now in Germany, if not globally. Vera Rothenburg Our acting for the German govern- ment against European Commission state aid recovery proceedings. The EU Court of Justice in Luxembourg annulled the Commission’s decision to compel Deutsche Post to repay state aid amounting to the billions. Ulrich Soltész In a bet-the-company patent dispute, we got the German Federal Patents Court to do something that it never does: to make a declaration of invalidity 18 months before the trial date, just in time for us to use the declaration to win the faster infringement proceedings that had been going on in parallel. Matthias Sonntag A.T.U Auto-Teile-Unger succeeded in averting insolvency at the last moment. The agree- ment between lessors and shareholders was made on the very last day before the insolvency applications would have had to have been filed – at three minutes to midnight. Over 10,000 jobs were thereby saved. And all this just before Christmas. Andreas Spahlinger One day before the arrival of storm front “Emma”, the birth of my daughter Emma, who has bestowed many sunny days upon me since then! And the fact that we were recognised in international rankings as one of the few worldwide leading experts on product liability, thanks to great teamwork and some exciting international recall cases. Eric Wagner Collaborating with colleagues from tax law and other practice groups. We led many challenging transaction mandates to a suc- cessful conclusion – with great commitment, the highest degree of professionalism in the team, and a lot of fun. My personal highlight was the birth of my daughter Marie. Johann Wagner The reorganisation of an international foundation structure. The preparatory work took several years and the measures had to be agreed upon with the financial authorities in various countries. But in the end we were able to achieve the seemingly impossible! Alexander Werder The successful conclusion of the invest- ment arbitration proceedings initiated against Turkmenistan in 2009. On 15 Jan- uary 2016, the appeal against the arbitral award was dismissed in favour of our client – just in time to trigger the bank guarantee issued by Turkmenistan, which was valid until the end of January 2016. Stephan Wilske Our successful supporting of Daimler before the German Federal Labour Court in proceedings relating to personnel leasing in the context of so-called mock-up contracts. The Labour Court confirmed the legality of the awarding of contracts to external third parties, as done by many companies. Thomas Winzer
My professional highlight was the expansion of our private equity focus group with many new, exciting PE mandates. My real highlight last year was, however, the birth of my daughter. Jan Balssen Advising an international bank group on its intragroup restructur- ing, involving complex national and cross-border issues. Detlef Bauer My deal highlight was that, after eight very intensive years during which we accom panied this pr financial closing, its construction and refi nancing, we wer one of the largest offshore wind farm projects in the North Sea, for our client Blackstone to China Thr Privately my highlight was my wedding! Jan Bauer In 2016/17, our Asia practice continued to grow. I enjoyed working with a team of talented lawyers each of whom has experi- ence in Asia and relevant language skills. This allowed us to further increase our presence and visibility on the Asian market. Michael Burian After many years in the administration of the firm, “just” to be a lawyer once more! Bernhard Busch The Balda AG annual general meeting: A bidding contest for the purchase of the Balda business while the meet- ing was in progress, with three com- peting offers and ultimate success for our client. Peter Steffen Carl Fifty successful procedures obtaining the right to appeal before the German Federal Labour Court – relevant questions relating to the transfer of operations will be sub- ject to higher court ruling. Katrin Haußmann In 2016 we again brought two excellent lawyers into our partnership. Personally, I was especially pleased that one of them is now a partner for public law at our Düsseldorf office. We started there in 2009/2010 with a small team; today we are already a force to be reckoned with. Burghard Hildebrandt The fact that, after a highly complex admin istrative court dispute over the transpar requir panies, we succeeded in changing a Ger man Federal Financial Supervisory Authority administrative practice that is disadvanta geous to our clients. This was a very rar success for capital markets lawyers and therefor Martin Hitzer We negotiated hard in an arbitration commit- tee on a reduction in staff. The last session lasted for 20 hours. I made the return journey on the train together with a member of the works council, who was himself affected. Having arrived in Düsseldorf, we went our separate ways on friendly terms, having wished each other all the best. Steffen Krieger In addition to the successful conclusion of international arbitration proceedings on the financing of an offshore wind farm, my highlight was my new role in the Gleiss Lutz human resources committee, in which we discuss and decide on the admission of talented employees to the associated partnership. Andrea Leufgen Professionally: We were able to guide a seemingly hopeless initial situation to a viable solution through trustworthy negotia tions with a group works council and trade unions. Personally: I was able to convert a “dark void” at water’s edge into a light-flooded studio with a view of the water. Dr. Stefan Lingemann Several complex mandates in which collaboration between lawyers from the various Gleiss Lutz offices led to excellent results for our clients. Urszula Nartowska Just one highlight? Difficult. What really drives me is the day-to-day collaboration that takes place both within my department and with other teams. Andreas Neun My personal highlight was our oldest son’s passing the Abitur university entrance qualification and his decision not to become a lawyer. Stefan Rützel A large trial mandate for an insurance compa- ny involving difficult questions of fundamental importance regarding § 57 of the German Stock Companies Act. With the large sums involved, competent and personally very pleasant con- tacts at the client, an experienced and friendly colleague on the part of the co-defendants, and challenging opposing counsels, what more could a lawyer want? Hansjörg Scheel Being awarded the JUVE Award for “Law Firm of the Year for Banking and Finance” in recognition of our growth strategy. In addition, my appointment as a partner was a great thing for me. Frank Schlobach After my sabbatical, which gave me a lot of time for my family and for some won- derful travels, I acted as notary in the sale of the brown coal division by Vattenfall – a transaction that was exciting not only in legal but also in energy and economic policy terms. Christian Steinke Gleiss Lutz’s being named “Law Firm of the Year for Compliance Audits & Investigations” by JUVE, and my being in the stadium for Germany’s historic penalty shoot-out at the European Championship quarter-final match against Italy. Christian Steinle We wer successfully closed transactions for the Valeo gr its impr novative sectors of the automotive industry and could ther firm’s outstanding automotive practice. Cornelia T Since April 2016 I have been working not only out of the Stuttgart but also out of the Düsseldorf office. I was very happy about the friendly reception I received there and about the excellent cooperation that takes place within the young and dynamic team. Dirk Wasmann Advising on the acquisition of a portfolio for around €1 billion across eight European countries and coordinating all the law firms working on the acquisition in the other jurisdictions. This was a successful deployment of our international network and confirmation that in such mandates we fulfil the expectations of our clients better than internationally integrated units. Tim Weber Our client, Groupe SEB, based near Lyon, was not successful in the 2012 WMF auction won by KKR. I am par- ticularly pleased that in 2016 our client Groupe SEB with our help won the renewed auction, initiated by KKR, which saw Groupe SEB acquire WMF for approximately €1.7 billion. Gerhard Wegen My sabbatical, which I enjoyed with my family in New Zealand and Japan, secure throughout my time away in the knowledge that my clients were in the best hands with my Hamburg partners. Jörn Wöbke
My deal highlight was that, after eight very intensive years during which we accom- panied this project from its conception, the financial closing, its construction and refi- nancing, we were able to sell “Meerwind”, one of the largest offshore wind farm projects in the North Sea, for our client Blackstone to China Three Gorges. Privately my highlight was my wedding! Jan Bauer Advising the Canadian investor Ontario Teachers’ Pension Plan, one of the world’s largest institutional investors, on its investment in Maple Bank was certainly one of the most important mandates for me last year. The birth of our daughter Sophie was no less demand- ing and my very personal highlight. Eike Bicker My personal highlight was the birth of our son; professionally, the successful sale of GETRAG to Magna, the Canadi- an-Austrian automotive supplier, was certainly a highlight for me last year. Adrian Bingel My professional highlight last year was the great support that I received from my colleagues at a difficult time for me per- sonally, affected as I was by the illness and death of my father. It was wonderful to see that it is not just success that binds the team together. Christian Cascante We were able to win an extremely complex court case involving huge sums for one of our most important clients before the German Federal Fiscal Court. I was further delighted to be accepted as a full member of the German Institute of Certified Tax Advisors in Düsseldorf. Achim Dannecker The fact that, after a highly complex admin- istrative court dispute over the transparency requirements of shareholders of listed com- panies, we succeeded in changing a Ger- man Federal Financial Supervisory Authority administrative practice that is disadvanta- geous to our clients. This was a very rare success for capital markets lawyers and therefore one that we could really savour. Martin Hitzer We were involved in a wide range of projects revolving around digitalisation, big data, and online platforms – in a wide range of indus- tries and lines of business. The dynamism of the markets and the redefinition of interfaces to other legal areas is exciting and inspiring. This trend has continued with the same force and speed in 2017. Moritz Holm-Hadulla It was a pleasure for me that our continuous development work in the area of banking and finance was recognised with the JUVE Award for “Law Firm of the Year for Banking and Finance”. Even more than this, however, I was and remain delighted that we have a strong team that is never content to rest on its laurels. Many more positive things will be heard about us in the future. Burkhard Jäkel seemingly hopeless initial situation to a ough trustworthy negotia- oup works council and trade unions. Personally: I was able to convert light-flooded studio with a view of the water. My personal highlight was the successful continuation of our “Women in Business” events. In addition, the General Counsel Round Table in Frankfurt was particularly motivational and inspiring! And the great Gleiss Lutz ski weekend in Kitzbühel with our Best Friends from other European countries calls for a repeat in 2018. Petra Linsmeier My sabbatical: After 20 exciting but also exhausting years at Gleiss Lutz, it was good for once to be able com- pletely to switch off for a few months and to do quite different things. And since returning to the office, work is even more fun than it was before. Rainer Loges The acquisition of a large German shopping centre for a client based in London. Johannes Niewerth My highlight was the vigorous and ulti- mately successful defence of our client in international post-M&A arbitration proceedings against claims running into the millions. David Quinke The approval in Phase 1 of a multi-billion transaction, complex in terms of antitrust law, in a sometimes difficult competitive environment. It is always impressive when a well-functioning team made up of both external and internal lawyers is able, with much passion, to put together the arguments that ultimately win the case. Martin Raible d for “Law Firm of the Year for Banking and Finance” addition, my appointment as a partner was We were able to conclude, via settlements, many years of disputes relating to the legal basis of a company in several litigation cases. What enabled us to do this was the combina- tion of a detailed analysis of the facts with the careful consideration of seemingly more remote, but ultimately decisive legal issues. Detlef Schmidt The naming of the outstanding lawyers Jacob von Andreae, Eike Bicker, Christian von Köckritz, Frank Schlobach and Martin Viciano Gofferje as partners in our firm. Martin Schockenhoff We were able to continue our series of successfully closed transactions for the Valeo group assisting Valeo to walk along its impressive path of growing in various in- novative sectors of the automotive industry and could thereby further strengthen our firm’s outstanding automotive practice. Cornelia Topf My highlights were advising the Scholz Group and the A.T.U Group, each with their financial restructuring. I am pleased that we could help make both restructur- ings a success and that the companies could be turned around. Matthias Tresselt Alongside some exciting cross-border transactions, such as advising Groupe SEB on its acquisition of the WMF Group, my trip through the Serengeti will long remain a special memory for me. Watching the predators close up while they hunted and caught their prey was an impressive sight. Jochen Tyrolt My photo expedition, which led me, via an international brand rights conference, to Sable Island, located in the North Atlantic just off the Canadian coast. Sable Island is famous for the hundreds of shipwrecks around its coastline and for its population of wild horses, stranded there 250 years ago. Andreas Wehlau My highlight was personal: Our trip to New York at the end of the year, where our eldest son Moritz is enrolled in the LL.M. program at Columbia Law School. Clemens Weidemann
GLEISS LUTZ ANNUAL REPORT 2016/2017 30 Stefan Rützel, Stephan Wilske
On disputes and their resolution A German entrepreneur delivers a machine to California. The machine does not do what it is supposed to do. At least, this is what the California purchaser maintains. The parties therefore go before an international arbitral tribunal, and in Paris the sole arbitrator, who is Portuguese and speaks little German, sifts through English-language documents. In the proceedings, American and German lawyers present the views of their client. This is a typical example from the litigation practice of Gleiss Lutz. 31 When Gleiss Lutz partner Stefan Rützel decided at the turn of the millennium to focus on dispute resolution, many colleagues raised a sceptical eyebrow: “Herr Rützel, how do you intend to make a living with that?” Rützel previously worked in the areas of M&A and finance. Specialisation only in trials and arbitration was rare back then. “Now all larger law firms have their own department for dispute resolution,” says the lawyer based in Frankfurt. “And nowadays you can tell at once whether someone only occasionally leads a case sales-related issues, or you perhaps have to speak the lan- guage of private equity investors and banks,” says Rützel, explaining why it is about much more than merely the regula- tions spelled out in the German Code of Civil Procedure. What is of crucial importance is to understand the client’s business – “and you need to be able to explain this business to a judge who may never have had reason to consider it before.” or whether they are in fact very experienced.” A well-known example of how complex in terms of substance a multifaceted trial mandate can be is the case of HETA. More than 30 lawyers are now members of the litigation and arbitration practice group at Gleiss Lutz. In legal directories, it has long been singled out among the leading practices in Gleiss Lutz represented the successor unit of Hypo Alpe Adria before the Frankfurt Regional Court as well as before the European Court of Justice against numerous bondholders. Germany. The focus is on classic contractual disputes as well as on conflicts in the context of corporate, financial, and capi- tal market law. It is also involved in the clashes that regularly In addition to national and international procedural law, issues such as the law relating to bonds, European law, inter- national private law, and, last but not least, banking regula- take place in the wake of national and international M&A transactions and after the establishment of joint ventures when the honeymoon is over. Gleiss Lutz also appears as a tion and settlement also played a role. The trial lawyers Stefan Rützel and Andrea Leufgen therefore brought on board their Frankfurt colleagues around Kai Birke for banking and party representative for plant construction projects, interna- supervisory law, and from Brussels the team of Ulrich Soltész tional investment protection cases, and restructuring and for European law. insolvency proceedings. In addition to disputes with a focus on energy law, product liability cases have also increased sig- nificantly in recent years. Proceedings before the state courts vs. arbitration proceedings stand roughly in the ratio of 3 to 2. According to Rützel, one thing that is particularly exciting about such complex cases is that the lawyer is always being put to the test. On the one hand there are always new issues, while on the other you are dealing with legal work in the pur- As a full-service law firm, Gleiss Lutz combines the special experience of its trial lawyers and arbitrators with know-how est sense of the term – legal work indeed that still enthuses the Gleiss Lutz partner after almost 20 years in the business: from other sectors and specialist areas. This means that, even “You have to get to the bottom of legal issues for which noth- if the trial lawyers ultimately lead the trial, colleagues from other specialist areas are also often involved. In turn, conflict specialists regularly add trial-relevant aspects to their man- dates (see “Operation tandem”, page 11). “Depending on the case, you need to be interested in technology or perhaps in ing has yet been decided, where you have to think about things from the ground up.” In order to achieve this, the right team needs to be put together for each new mandate received by the dispute resolution lawyers. Starting from the first over- view of the matter provided by the client, the lead partner DISPUTE RESOLUTION
GLEISS LUTZ ANNUAL REPORT 2016/2017 “Those who are looking to shine in this area have to start earning their stripes from the beginning.” Stephan Wilske 32 decides who should be included. The core team usually con- sists of one or two partners and up to three associates; if large amounts of data are to be processed, corresponding support is added and external service providers may be included if nec- essary. High requirements with comparatively little leverage is a particular hallmark of the practice: “We ensure high pro- fessional quality through relatively lean teams in which the partners still work closely on each case,” says Rützel. Good coordination and organisation within a group of extremely highly qualified attorneys allows for efficient work for the client without restriction: “There are no mandates for which we do not have the resources,” emphasises Rützel. ourselves,” says Wilske. Because Gleiss Lutz does not have its own international offices apart from the one in Brussels, the firm has fewer conflicts in cross-border disputes and can secure support from the top law firms in all the different countries. “We can bring in the trial lawyers who do it best in each country,” says Rützel. The discussion of international trade agreements such as TTIP and CETA has increasingly placed the issue of arbitra- tion in the public eye. Law firms, on the other hand, have rec- ognised the growth of this field for a long time. “Arbitration is considered sexy today,” says Wilske with a shrug. There are hardly as many arbitration proceedings, however, as there The stereotypical situation in which the top trial lawyer steps now are lawyers who claim arbitration experience on their down from his Olympus just before the hearing, enters the CV. About 100 proceedings are conducted annually under the courtroom, and eloquently reads off the two sides of summary rules of the DIS, the German Institution for Arbitration. At that his associates prepared for him beforehand is not one that ever arises at Gleiss Lutz. “Trial lawyers at our firm find themselves in the thick of it right from their earliest years with the ICC International Court of Arbitration there are perhaps 10 times as many, with the majority of the proceedings being neither related to German companies nor to German law. The us,” says Stephan Wilske, who formerly worked in international argument that has always been made of lack of transparency law and now focuses on arbitration proceedings. “Those who in the proceedings is not one for which the Gleiss Lutz part- are looking to shine in this area have to start earning their ners provide fodder. “Arbitration is not a secret science, and stripes from the beginning.” To the envy of their former fellow students, the associates in Wilske’s team immediately find themselves at the forefront of the action. “Sometimes there is many of today’s big proceedings are video-livestreamed for public consumption. A lot of what is said in the discussion about TTIP is not intended for the participants but for the per- a sense that the lead partner should do all the work,” says son on the street,” emphasises Wilske. Wilske. “I then explain: If the cross-examination takes four or more days, then having one person do everything is no good. What makes a good dispute resolution lawyer? “Meticulous- We need moments of surprise.” Teams in which it is always the same lawyer who conducts cross-examinations are much too predictable. ness and the ability to see things from the perspective of the opposing party and judge or arbitrator,” says Rützel without having to think long about the answer. “The bottom line is that you have to know how to grapple with your opponent.” Numerous large German companies trust Gleiss Lutz with Wilske sees intuition as being a part of it: “You need to be their disputes, with many of the cases falling under German able to put yourself in the other person’s shoes, often bringing law. It is a fallacy, however, that a German dispute resolution your imagination into play.” Because questions of detail in practice will only ever act on the national and not the interna- tional stage. “We are significantly more international than even many of the major Anglo-Saxon law firms in Germany, because we avoid doing what they often do, which is merely to send in the big arbitration teams based in Paris or London for international arbitration proceedings; we always take part international arbitration proceedings are often not governed by rules, the legal creativity of the lawyer is particularly important. “You need to be able to offer solutions that are based on things that are regularly and successfully practiced in other countries and that you can credibly demonstrate to be cost-effective and the best answer.”
“The ideal situation is if a company has us at the back of its mind for serious incidents and says to itself: ‘Dispute? Get Gleiss Lutz on the phone.’” Stefan Rützel Wilske is convinced that not every lawyer is suited to repre- to investment arbitration proceedings in which politics play a 33 senting a party in arbitration proceedings: “To an extent it is a fundamental role. Disputes in plant construction are an inter- question of temperament. You have to deal with adrenaline rushes and need to be able to find your bearings within an unclear landscape.” In state proceedings it is much easier to esting growth area. Wilske can also imagine more exotic mat- ters. “I have not worked on cases involving, for example, deep sea mining. Or extra-terrestrial issues, for which there predict what the court will decide. “You may know the panel is something like space law and which comes into play if, of judges, know how the court has previously decided similar cases. However, in arbitration it will usually be the first time that the arbitral tribunal has come together in this particular constellation.” Rützel concludes, however: “Even with the state courts there is, unfortunately, also constant change and there is always the possibility that you are going to be con- fronted by a judge who is not really familiar with the details.” say, a satellite tumbles out of the sky somewhere.” In order to acquire cases like these as well as normal, down-to-earth cases, the lawyers need to maintain their profile in the market. Unlike their colleagues who are permanent advisors to com- pany clients, dispute resolution lawyers do not, as Rützel describes it, usually have a particular contact person at com- panies, and must rather find other ways of getting companies to mandate them. “The ideal situation is if a company has us Sifting through hundreds, sometimes thousands of documents, at the back of its mind for serious incidents and says to itself: working with experts, assembling evidence and hearing ‘Dispute? Get Gleiss Lutz on the phone.’” witnesses, and constantly having to wait between court dates: these things characterise the everyday working life of the dispute resolution lawyer. As does reviewing the facts over and over again. In one instance Wilske invested 100 hours in Dispute resolution practice group simply getting the client’s submission into some kind of order. “Now I’ve finally understood my own case!” was the client’s reaction. JUVE Handbuch 2016/2017: “One of the leading practices for litigation and arbitration” In the case of arbitration, cross-examining witnesses is a par- ticular challenge. “That can be a bit like in a Hollywood film, and you have to prepare well for the questioning: Who is appearing? What will he have to say? If he is not telling the truth, how can I make this obvious?” Testing the credibility of a witness is, on the one hand, hugely stressful, yet on the JUVE Handbuch 2016/2017: “Market-leading litigation practice” GAR 100, 2016: “One of the best-regarded practices in Germany” other, one of the most fascinating aspects of the job, “if you Gleiss Lutz has a leading reputation in complex business can turn a witness or an expert of the other side to support law proceedings and arbitration. The team comprises your position.” The lawyers of the dispute resolution practice group continue to see their future in the high-end of the busi- ness. “If someone has a claim against a large company to the tune of a million and the other side immediately raises their hands after the first exchange of letters and says, ok, we’ll pay tomorrow – well, anyone can do a case like that,” says Wilske. “People turn to us when things start getting compli- cated.” This applies to trials involving corporations and to major commercial arbitration proceedings as much as it does over 30 lawyers, including eight partners. Key focuses of the practice include corporate, finance and capital markets issues, questions of product liability, contract disputes and energy law matters, as well as litigation involving M&A transactions, plant engineering projects, foreign investments, restructurings and insolvencies. DISPUTE RESOLUTION
GLEISS LUTZ ANNUAL REPORT 2016/2017 A powerful presence 34 Over the past few years hardly any other practice group at Gleiss Lutz has developed more strongly than banking and finance. Still, here too the formula for success has been the close collaboration within the practice group itself and also with other practices of the firm. Frankfurt am Main, Taunusanlage 11. If you go to Google Maps and zoom in on this address so that the area of the map shown is just a few kilometres across, then you will be looking at the locations of all the major German commer- cial and private banks, as well as at those of some 160 non- German banks with a branch in this metropolis on the Main river. No city in Continental Europe offers more. Taunusanlage 11. Since 2014 this high-rise has been the loca- tion of the Gleiss Lutz office in Frankfurt, with 180 employ- ees distributed over the 13 floors of what was originally the regional seat of Chase Manhattan. Among these employees a team of 23 lawyers, one of the largest in the German market, specialises in banking and finance law. Radiating out from this location, explains Helge Kortz, a partner at Gleiss Lutz, the Frankfurt team is able to project its expertise across the whole of Germany, be it needed in the context of an M&A transaction led by the Hamburg colleagues, corporate restruc- turings overseen from the Stuttgart office, private equity deals in Berlin, and real estate investments in Munich. When it comes to financing, the Frankfurt banking and finance prac- tice is where the expert advice is to be found. Since the beginning of the millennium, Gleiss Lutz has been providing legal advice on financing as a component of its full service approach. At first this provision was concentrated mainly on the corporates side, but has since expanded ever further onto the banking side. In the autumn of 2015 Gleiss Lutz advertised its commitment to serving financial institu- tions with all their requirements by welcoming Eva Reudel- huber into its ranks after she had spent more than 20 years at one of the major Anglo-Saxon law firms. Two years later, the lawyer, who is one of the leading figures in acquisition and loan financing in the German market, is in a good mood as she sits in the Gleiss Lutz office in Frankfurt, delighted at the successes of her new professional home: “In the last few Stephan Aubel Teresa Baldwin Melanie Barwich Vanessa Bayliss Kai Arne Birke Domingo de Prada Hoimar von Ditfurth Thomas Kulzer Jan-Alexander Lange Eva Legler Dieu Hong Mai Eva Reudelhuber Maximilian von Rom
BANKING & FINANCE months we have been working on a whole array of exciting Gleiss Lutz advised Blackstone, a regular partner, on the sale 35 mandates, some for major corporates, but most for banks. to the Chinese energy company China Three Gorges of its And this widening of focus is being noticed more and more in majority interest in the Meerwind offshore wind farm. Trans- the market.” In 2016 Gleiss Lutz won the JUVE Award for “Law Firm of the Year for Banking and Finance”. Helge Kortz is on stage at the Alte Oper in Frankfurt to accept it. “The extent to which the firm has been able to catch up with its competitors over the past two years has been, to put it simply, impressive,” praises the jury. “Gleiss Lutz is a serious new contender to leading banking law firms.” Months later, all these laurels bestowed on the practice make Kortz a little uneasy. “We were, of course, over the moon. But for us it’s about continu- ously building on what we have,” he says. The breadth of the firm’s offering has continued to grow, and the number of banks that retain Gleiss Lutz’s services has increased signifi- cantly. “We are proud of what we have achieved. But we are not yet where we want to be.” action volume: €1.6 billion. The deal was sealed during the German Chancellor’s visit to China. Jan Bauer and Cornelia Topf, corporate partners at Gleiss Lutz, were the leads, with Frank Schlobach overseeing the financing aspect. Gleiss Lutz had been advising Blackstone since its initial investment in the wind farm in 2008, in all financing rounds since 2010, at the end of 2015 with the project’s complete refinancing through the raising of over $1 billion via green bonds, and during Blackstone’s subsequent exit. “For this complex refi- nancing transaction, which was spread over several pillars, we combined various financing instruments from different legal systems, including a US private placement,” says Schlo- bach. This saw close cooperation between the energy, corpo- rate and tax lawyers. Law firm Simpson Thacher & Bartlett, one of Gleiss Lutz’s established partners for cross-border financing transactions, was brought in to cover New York law. The practice has enjoyed a particular boost on account of the No less complex and international was the activity under- impressive key transactions on which it has worked: In 2016 taken for global retailer Steinhoff International Holdings N.V. Alexander Gebhardt Linda Gregori Benjamin Herz Burkhard Jäkel Yana Koch Andreas Kohlheim Helge Kortz Jan-Rasmus Roßkamp Frank Schlobach Tajan Tober Excellent practice: In 2016 Gleiss Lutz was named “Law Firm of the Year for Banking and Finance” by JUVE.
GLEISS LUTZ ANNUAL REPORT 2016/2017 “It is no doubt the way in which we manage to combine financing and capital market aspects – that we can work with both is what makes us stand out from so many other practices.” Eva Reudelhuber 36 Under the leadership of Eva Reudelhuber, Gleiss Lutz advised on the financing of Steinhoff Europe AG’s takeover bid for Poundland plc, which is listed on the London Stock Exchange. Gleiss Lutz brought Macfarlanes in London on board to cover English law. Only a few months earlier, working for Steinhoff Reudelhuber’s team advised on the financing of the offer made by its French subsidiary Conforama for Darty plc, also listed on the London Stock Exchange. Offer volume: around £673 million. Kortz and Reudelhuber advised on a high- volume financing transaction on the banking side when they supported a consortium of seven banks under the leadership of the Norddeutsche Landesbank Girozentrale on the restruc- turing of financing for the construction of Berlin Brandenburg Airport (BER) by Flughafen Berlin Brandenburg GmbH (FBB). This saw the arranging of a new €2.5 billion syndicated loan with a 10-year term. And when the US company General Electric sold GE Capital, its finance division, in Germany and France, Gleiss Lutz advised Crédit Mutuel Group, the acquirer, on the transaction. “Projects such as these show clients our true expertise in this area,” says Reudelhuber. And as for what distinguishes the practice beyond such headline deals: “It is no doubt the way in which we manage to combine financing and capital market aspects – that we can work with both is what makes us stand out from so many other practices,” she says. On the whole, it is the interdisciplinary aspects, that is to say, the topics that straddle two or more areas of the law, that again and again most clearly demonstrate the quality that the firm can deliver. “Put simply,” says Kortz, “there are three major areas that are heavily involved in the financing side: corporate/M&A, real estate, and restructuring.” Alongside expertise in these areas comes special sector expertise, primarily energy, automotive, and private equity. What is critical from the point of view of the lawyers at Gleiss Lutz is that cross-disciplinary coopera- tion cannot be a one-way street. Companies are, for example, retaining restructuring experts who can then bring financial lawyers into play – as was the case when a restructuring team headed by Andreas Spahlinger advised on the restructuring of A.T.U Autoteile Unger, the German car parts and repair chain, paving the way for the entrance of a French investor. Kortz supported the financing division with an entire team. Conversely, the finance experts’ work on a mandate may end up shedding light on the fact that the financial health of the client company may no longer be what it needs to be, and so they may end up calling in the restructuring specialists. The practice group’s relationship with the specialists in corporate law is similarly close. “Of course, we are a firm with a strong background in corporate/M&A,” says Reudelhuber. “And we have always been heavily involved in takeover financing. But in recent years we have also been taking on bank mandates for which we have been bringing in our specialist corpo- rate/M&A colleagues.” Banking and finance’s collaborative relationship with the Private Eequity group has also found itself becoming ever closer. “This area in particular is one that is exhibiting strong growth.” The banking and finance lawyers worked closely with the real estate lawyers when Pradera, the real estate fund, acquired 25 retail centres from IKEA Centres, with Tim Weber, real estate, and Burkhard Jäkel, real estate finance, advising on the deal. Transaction volume: €900 million. This deal also saw Gleiss Lutz coordinating the work of a number of inter- national law firms, including Cederquist in Sweden, Walder Wyss in Switzerland, Loyens & Loeff in the Netherlands, and Addleshaw Goddard in Great Britain. That Gleiss Lutz operates in partnership with an international network of law firms makes itself apparent every working day at the firm. In every country in which their support is sought for a financing transaction, Gleiss Lutz’s lawyers scan the network for local firms that they can bring in (see page 16). “Recently a client approached me and said that his preference is to work with a law firm such as ours because we can involve the best lawyers wherever they are required,” says Reudelhuber, adding: “I once actually even brought in two law firms to work on one particular case in a single country because I really wanted to have the top specialists on board.” The major financial markets of the United States and United Kingdom are naturally a big focus. But, Asia, too, is a region in which Gleiss Lutz is particularly well positioned: The firm has the largest team with Asia expertise among the major
BANKING & FINANCE “When it comes to providing comprehensive advice to banks in this area, our full service approach is a great advantage.” Maximilian von Rom German law firms. “We even know banking law in Bangkok,” says Reudelhuber to underline the point. Internationalism is also the name of the game for Maximilian von Rom. The bank supervisory law expert is one of the co-founders of the Regulatory Hub that Gleiss Lutz launched in 2014 together with the European law firms Chiomenti, Cuatrecasas, and Gide. Since that launch, cooperation among the firms has steadily become closer. For example, lawyers from all of the cooperating law firms can now be found work- ing out of Gleiss Lutz’s Frankfurt office. “The Regulatory Hub offers all the benefits of a merged law firm while still allowing Gleiss Lutz to enjoy the independence that it has traditionally enjoyed,” says von Rom. “The main reason why we are able to collaborate so well is that the cultures of the law firms are a good fit – working alongside one another is simply a lot of fun!” Having founded it with a strong focus on the Single Super- If the Frankfurt lawyers are looking ahead, then they are also 37 assessing their growth prospects in the context of the compet- itive environment. “We see a market that is incredibly liquid, with the refinancing opportunities for companies looking very healthy,” says Helge Kortz. However, the regulatory field is where the main action is, with such questions as: How do I best position myself in an environment characterised by brutal competitive pressures and squeezed margins? How can I earn a return and what requirements do I have to meet? Compliance issues are also taking up an ever-greater amount of clients’ attention. “The banks have always had compliance departments,” says Eva Reudelhuber. “What is to some extent novel is that compliance has now become an issue within financing.” Gleiss Lutz is not looking to limit itself to such special topics. The practice wants to keep growing, but it is not aiming to reach any particular target size. Eva Reudelhuber has this to add about the issue of team size: “If someone asks about the visory Mechanism (SSM), the central oversight mechanism team and I start going through its members, it soon becomes for the approximately 120 system-relevant banks in Europe, the four law firms involved in the Hub are now looking to expand it, step by step and with an eye to the future, to cover all regulated financial activities, including the activi- ties of investment funds and insurance companies, as well as of fintechs. There is, however, another key project that is currently in focus: Brexit. “After Brexit, London will still remain a very significant financial centre,” says von Rom, who is also part of Gleiss Lutz’s Brexit taskforce. “But we are already seeing a lot of banks and financial service pro- viders preparing to establish a necessary continued presence within the EU and taking a special interest in Frankfurt – indeed, some have already decided to come here.” Regula- tory questions play an important role in this connection: Can the international bank establish a subsidiary here? What is the authorisation process? Which employment and social insurance issues need to be taken into account? And what needs to be considered with regard to state aid? “When it comes to providing comprehensive advice to banks in this area, our full service approach is a great advantage,” says von Rom. clear to the questioner that with our two dozen lawyers we are already a very powerful presence in the finance sector.” Gleiss Lutz combines legal advice in banking and finance law with expertise in capital markets law. The spectrum of legal services that it offers ranges from debt financing for corporate, acquisition, real estate, and project financing; structured financing and asset finance; through refinanc- ing and restructuring of financing; to banking and insurance supervision law. In the area of equity capital markets, our lawyers advise on capital raising and public offerings as well as on US placements under Rule 144A. The debt capital markets practice supports issuers in the issue and placement of equity, debt, and hybrid instruments, as well as of bonds of all types – high yield bonds, derivatives, subordinated debt instruments, and structured debt instruments, as well as in liability management (redemp- tion and conversion of bonds).
GLEISS LUTZ ANNUAL REPORT 2016/2017 Adding value for our clients 38 Top-quality advice and outstanding service: This is what Gleiss Lutz’s clients have come to expect. The firm adds further value by keeping clients up-to-date on the latest developments The kick-off event was therefore mainly focused on the legal-risk analysis of business models. “Building a company requires a great deal: the courage to take risks, good fortune, relevant to their businesses through a range of client informa- and, not least, the willingness to put in a lot of hard work. tion services, newsletters, and events. In 2016, Gleiss Lutz Our goal is to help founders in their day-to-day activities by organised a total of 74 meetings, seminars, and roundtables providing information precisely tailored to their needs and by on an extremely broad range of topics, attracting over 2,700 participants. In the first half of 2017, a further 22 events and around 1,500 participants were added to this total. With its supporting them in their entrepreneurial challenges,” says Jörn Wöbke, a Gleiss Lutz partner and co-head of the Venture Capital Group. The second event focused on “FinTechs – “Eight Thirty” breakfast series and its Energy News, Gleiss Challengers or Challengeable?”. The focus of the third event Lutz established two new formats last year, again showing that the firm has its finger on the pulse when it comes to the latest market trends and developments. “Eight Thirty” – The breakfast event series for start-up entrepreneurs and venture capitalists in the series was on digital health. Energy News – Energy market trends in a nutshell What are the trends in the energy sector? What are the legal issues that are currently occupying it? Gleiss Lutz provides the followers of LinkedIn-based Gleiss Lutz Energy News Berlin provided the venue for the launch of Gleiss Lutz’s with up-to-date answers on questions such as these with “Eight Thirty” series of events for start-up entrepreneurs and short, to-the-point articles. The LinkedIn page has been live venture capitalists. “At these regular events we take a look at business models in different industries from the perspective of a founder, an investor, and a lawyer. We discuss practical since June 2016. Forty pieces in German and English, includ- ing pieces on the German Renewable Energy Sources Act (EEG) 2017, on the Electricity Market Act, and on the Act on measures with the participants that can help them avoid legal the Digitalisation of the Energy Transition, have been posted pitfalls,” explains Martin Viciano Gofferje, partner at the Berlin office and co-head of the Venture Capital group. “We regularly advise in the sphere of venture capital and are since then. Cornelia Topf, co-head of the Gleiss Lutz Energy Group, continuously expanding our activities in this area. We know sees a unique opportunity in this new information channel: the start-up scene and the burning questions of the people “With our Energy News we are making information about driving it.” energy law accessible to a wide audience and, with this, opening channels of contact to this audience.” Gleiss Lutz Energy News distributes its information seamlessly and swiftly and is therefore an excellent fit for energy law, exhibiting all the dynamism of the energy sector itself.
ADDING VALUE FOR OUR CLIENTS Gleiss Lutz events 2016/2017 – highlights January 2016 September 2016 February 2017 Berlin Employment Law Summit 2016 Frankfurt Capital Markets Compliance 2016 – The Market Abuse Directive February 2016 Munich, Frankfurt Product Liability in Practice 2016 Berlin Eight Thirty: Breakfast Event for Start-up Entrepreneurs and Venture Capitalists Washington Gleiss Lutz networking reception at the IBA Washington London Breakfast Briefing: European Real Estate Investments – Real Estate Transactions in Germany March 2016 Berlin 25 Years of Gleiss Lutz Berlin October 2016 Berlin, Düsseldorf, Frankfurt, Munich, Stuttgart Corporate Seminar “Die AG 2017” Frankfurt International Labour and Employment Lawyers’ Meeting 2016 Munich European Network Reception at the Expo Real 2016 real estate exhibition Frankfurt General Counsel Dinner: Impact of the ECJ Ruling on German Employee Participation – Discussion of Experiences and Recommendations for Action Düsseldorf Employment Law Summit 2017 Frankfurt Restructuring 4.0? – The EU Draft Direc- tive on “Preventive Restructuring Frameworks” Berlin Data Protection in the Health Sector: EU Data Protection Basic Regulation and Healthcare Digitisation Stuttgart Tax Law Round Table: Dos and Don’ts in a Company Audit Hamburg Hamburg Tax Breakfast: Tax Compliance – Requirements and Practical Implementation Frankfurt Compliance & Investigations Summit 2016 Düsseldorf Capital Markets Compliance 2016 – The Market Abuse Directive Düsseldorf, Munich Shareholder Activism Round Table: Analysis, Preparation, and Courses of Action March 2017 Barcelona European Network Partners Meeting – together with Chiomenti, Cuatrecasas, and Gide Hamburg Hamburg Tax Breakfast: Taxation of Legal Persons Under Public Law post-January 1, 2017 London European Breakfast Briefings: Energy & Infrastructure Cannes European Network Reception at the international MIPIM real estate exhibition Stuttgart 13th Stuttgart Patent Round Table: Current Developments in Patent Law Cannes European Network Reception at the international MIPIM real estate exhibition 39 April 2016 Frankfurt Women in Business – 1st General Counsel Round Table Berlin The New Public Procurement Law – Modernised and “Implemented 1:1”? November 2016 Hamburg Capital Markets Compliance 2016 – The Market Abuse Directive Stuttgart Current Developments in Trademark Law 2016 Washington European Network Breakfast Reception – 64th Spring Meeting of the ABA Section of Antitrust Law Berlin The Hospital Structure Act – New Rules at Federal, State, and Individual Hospital Level and Their Effects Frankfurt What’s New in the 2016 Regulation on the Supervisory Requirements for Remuneration Systems of Financial Institutions (InstitutsVergV)? – Practical Effects of the EBA Compensation Guidelines Berlin, Hamburg, Frankfurt, Munich Real Estate Round Table: Trends and Current Developments Berlin Eight Thirty: Breakfast Event for Start-up Entrepreneurs and Venture Capitalists Berlin Energy Round Table: German Renewable Energy Sources Act (EEG) 2017: New Special Cases and Competitive Pressure for the Onshore Wind Sector Warsaw Current Trends in Energy Project Finance from a European Perspective Berlin, Düsseldorf Energy Round Table: Tendering Models in the Energy Sector December 2016 Stuttgart Company Law Summit 2016, with a post-conference session on the Market Abuse Directive Berlin, Düsseldorf, Frankfurt, Hamburg, Munich, Stuttgart M&A Round Table: Post-M&A Disputes: “After the Game is Before the Game” Düsseldorf Energy Round Table: German Renewa- ble Energy Sources Act (EEG) 2017: New Special Cases and Competitive Pressure for the Onshore Wind Sector Frankfurt, Munich, Stuttgart Compliance & Investi- gations Round Table: Whistleblowing & Principal Witnesses January 2017 Hamburg Ready for (re)Finance? – Trends and New Paths to Project Financing in the Offshore Wind Sector London European Breakfast Briefings: Energy & Infrastructure May 2016 St. Petersburg Gleiss Lutz networking reception at the International Legal Forum in St. Petersburg June 2016 Düsseldorf, Frankfurt, Hamburg, Munich, Stuttgart M&A Round Table: Dressing up the Bride – Efficiently Preparing a Sales Process Stuttgart Tax Law Round Table: Tax Audit – Audit Issues and Procedural Developments in Germany and Other European Countries Düsseldorf Women in Business: Leadership in Times of Diversity and Compliance Hamburg Hamburg Tax Breakfast: Real Estate Tax and VAT – Current Case Law and Practical Effects Berlin, Düsseldorf, Frankfurt, Hamburg, Munich, Stuttgart Employment Round Table: Service Contracts and the Supply of Temporary Workers – What is Still Permissible when Using Third-party Personnel? Munich Summer Reception Frankfurt Compliance & Investigations Summit 2017 Berlin Eight Thirty: Breakfast Event for Start-up Entrepreneurs and Venture Capitalists Washington European Network Reception – 65th Spring Meeting of the ABA Section of Antitrust Law April 2017 London European Breakfast Briefings: Energy & Infrastructure Frankfurt Practical Questions on Implementing the 2017 Regulation on the Supervisory Requirements for Remuneration Systems of Financial Institutions (InstitutsVergV) 2017 May 2017 London European Breakfast Briefings: Energy & Infrastructure Berlin Land Use Planning Versus Competition St. Petersburg Networking reception at the Inter- national Legal Forum in St. Petersburg Barcelona Networking reception at the INTA Annu- al Meeting June 2017 Berlin, Düsseldorf, Frankfurt, Hamburg, Munich, Stuttgart Employment Law Round Table: Employee Data Protection Under the GDPR and New German Federal Data Protection Act (BDSG-neu) – Practical Handling of Changed Requirements in Human Resources Operations Frankfurt, Munich M&A Round Table: CFIUS and Foreign Investment Controls in the EU – The Trump Factor in Cross-border M&A Transactions Stuttgart Competition Law Summit: The German Restriction of Competition Act (GWB), 9th Amendment If you would like to find out more about events at Gleiss Lutz or to receive an invitation to any of them, please write to firstname.lastname@example.org
GLEISS LUTZ ANNUAL REPORT 2016/2017 Our new partners 40 In 2016/2017 Gleiss Lutz appointed five lawyers from its own ranks as partners. What do they particularly like about their work and their new role at the firm? Jacob von Andreae Regulatory/ Düsseldorf My focus is on energy regulation, foreign trade law, and regulatory compliance. I employ my specialist knowledge in these areas not only in stand-alone public-law matters, but also in large, often international transactions involving complex regulatory issues as well as issues relating to foreign investment law. As co-head of the energy focus group, I am closely involved in the strategic development of the energy and public law practice. Gleiss Lutz has traditionally had an excellent reputation in these areas. To build on this as a young partner and successfully lead the practice into the future as a team is what inspires me in my work. Eike Bicker Compliance & Investigations / Frankfurt My key areas of focus are, above all, strategic compliance advice and compliance investigations – topics for which Gleiss Lutz is one of the leading law firms in the market. This leadership was the clincher when in 2015 I decided to return to Gleiss Lutz, where I had previously held a position, before joining a boutique firm. I am now bringing my expertise to bear in all its breadth and depth in the compliance practice, advising my clients across the board. Entrepreneurship has always held a particular appeal for me: To develop a practice, to represent it in a team with fellow partners, and to raise its profile – all these things, alongside the specialist elements, are what characterise my work as a partner and what make it so much fun.
OUR NEW PARTNERS Christian von Köckritz Antitrust / Brussels Brussels is where the pulse of EU antitrust law is felt. My goal was always to join and rise within a law firm that is among the undisputed market leaders in antitrust law. With my appointment as a partner, I have achieved this goal – and I am still just as excited as I was when I first started out. My particular expertise lies in advising on the interface between antitrust and IP law, as well as in litigating before the EU courts in Luxembourg. As a partner, I now share the responsibility of further expanding both our Brussels office and our international reputation in antitrust law. This is a great honour, challenge, and motivation for me. 41 Frank Schlobach Banking & Finance / Frankfurt With my focus on leveraged finance, I was at first a bit of an exotic animal – nobody had ever specialised in this area at Gleiss Lutz before. However, with the increased profile of our banking and finance practice in- and outside the firm, my specialisation has now become firmly integrated into the practice’s offering. The team has grown considerably and we are now involved in a large number of major national and international financings. Since my appointment as a partner and the increased responsibility associated with that, the aspiration to establish Gleiss Lutz as a top address in the market for leveraged finance has further grown. Martin Viciano Gofferje M&A, Private Equity & Venture Capital / Berlin Berlin is the hot spot for start-ups in Germany and has, for quite a few years now, also been one of the country’s fastest growing economic regions. Since I moved from Stuttgart to the capital more than three years ago, advising in the areas of venture capital and on the digital economy, which has taken particular root in Berlin, are among my key areas. I also advise on M&A and private equity transactions. I have built up substantial sectoral experience in health care transactions over the years and am now co-head of the Gleiss Lutz healthcare and life sciences focus group. As a partner, I see my responsibility as, on the one hand, giving particular support to young lawyers and, on the other, strengthening Gleiss Lutz’s international network.
GLEISS LUTZ ANNUAL REPORT 2016/2017 Chambers Europe 2017 They work really strongly as a team, and partners work side by side on really large complex matters. They prioritise quality over everything else. (Client) 42 This law firm stands for “comprehensive service at an excellent level of quality”… Legal 500 Deutschland 2016 Excellent lawyers who are technically among the best in Germany, who think in a very entrepreneurial way and who deliver performance rather than marketing in lean teams. (Client) JUVE Handbuch 2016/2017 We work with many law firms all over Western Europe and I must say that these lawyers are on the top of the list. (Client) IFLR 1000 2016 Chambers Europe 2017 They are very fast in getting involved in the project and understanding industry-specific matters. (Client) Clients are always emphasising the balanced price-performance ratio. JUVE Handbuch 2016/2017 Chambers Europe 2017 Clients appreciate the firm’s “high level of commitment, comprehensive advice and solution-seeking attitude”.
RANKINGS AND AWARDS Saving the best for last Gleiss Lutz rankings and awards 2016 / 2017 German Law Firm of the Year IFLR European Awards 2017 Germany Law Firm of the Year Chambers Europe Awards 2017 Law Firm of the Year: Germany The Lawyer European Awards 2017 Best firm in Germany European Women in Business Law Awards 2017 43 Law Firm of the Year for Competition/Antitrust and Labour Law Best Lawyers 2017 One of the top 30 restructuring practices worldwide GRR 100, 2017 Restructuring Deal of the Year: HETA IFLR European Awards 2017 One of the five most popular law firms for young legal talent Trendence Graduate Barometer 2017 Law Firm of the Year for Banking and Finance JUVE Awards 2016 Law Firm of the Year for Compliance Audits and Investigations JUVE Awards 2016 Law Firm of the Year for Competition/Antitrust and Environmental Law Best Lawyers 2016 Deal of the Year: ChemChina takes over Syngenta China Business Law Journal 2016 Best-Rated Employer myjobfair-Awards 2016 and 2017
GLEISS LUTZ ANNUAL REPORT 2016/2017 Global network 44 Publication details Publisher Gleiss Lutz Hootz Hirsch PartmbB Rechtsanwälte, Steuerberater (Berlin, Düsseldorf, Frankfurt, Hamburg, Munich, Stuttgart, Brussels) Head Office Stuttgart, AG Stuttgart PR 136 www.gleisslutz.com Design, Typesetting visuphil ® Photography Rüdiger Nehmzow (pages 1, 2 – 3, 7, 16 –17, 30) Thomas W. Klein (page 13) Roosen Photography (pages 20 – 21) Tom Wolf (pages 22 – 23) iStock (pages 26 – 27) Illustrations Anne Lück (pages 40 – 41)
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Global network The Gleiss Lutz Country Relationship Partner Programme Most of the legal issues for which Gleiss Lutz’s advice is sought are cross-border in nature. To cater for these mandates and to serve German companies with especially large interna- tional consulting needs, Gleiss Lutz set up its International Legal Advisory Groups. Taken together, these constitute a network of over 100 international law firms from which, depending on the specific requirements of the client, the most suitable firms can always be selected. Gleiss Lutz undertakes all the necessary Seamless collaboration with leading law firms around the world requires the strategic establishment and maintenance of personal connections. To this end the firm many years ago set up its Country Relationship Partner Programme. This sees its partners making it a priority to interact regularly on both a professional and a personal level with lawyers in all significant foreign jurisdictions. Many of these relationships have grown stronger over the years through work on joint management and coordination activities whenever this network is brought into play. As an independent law firm, Gleiss Lutz has the freedom to put together a team of the most suitable mandates and through exchanges of lawyers on secondment. The Country Relationship Partners have many years of expe- rience with their respective regions, regularly travelling to and lawyers for each client and each individual mandate. This means that the firm’s clients can always expect excellent service at the highest level of quality. working in them. North America USA (East Coast) Michael Arnold T +49 711 8997-181 E email@example.com Jan Bauer T +49 69 95514-254 E firstname.lastname@example.org Wolfgang Bosch T +49 69 95514-535 E email@example.com USA (South) Rainer Loges T +49 89 21667-203 E firstname.lastname@example.org Ralf Morshäuser T +49 89 21667-223 E email@example.com USA (Midwest) Rainer Loges T +49 89 21667-203 E firstname.lastname@example.org Ralf Morshäuser T +49 89 21667-223 E email@example.com USA (West Coast) Christian Cascante T +49 711 8997-151 E firstname.lastname@example.org Canada Michael Arnold T +49 711 8997-181 E email@example.com Africa Ulrich Denzel T +49 711 8997-283 E firstname.lastname@example.org Latin America Christian Cascante T +49 711 8997-151 E email@example.com Martin Viciano Gofferje T +49 30 800979-175 E firstname.lastname@example.org www.gleisslutz.com/en/international/global-network/
Europe Austria Alexander Schwarz T +49 211 54061-319 E email@example.com Benelux Alexander Schwarz T +49 211 54061-319 E firstname.lastname@example.org Matthias Sonntag T +49 211 54061-322 E email@example.com Central and Eastern Europe Urszula Nartowska T +49 40 460017-224 E firstname.lastname@example.org France Jan Bauer T +49 69 95514-254 E email@example.com Gerhard Wegen T +49 711 8997-156 E firstname.lastname@example.org Italy Rainer Loges T +49 89 21667-203 E email@example.com Northern Europe Fred Wendt T +49 40 460017-224 E firstname.lastname@example.org Rainer Loges T +49 89 21667-203 E email@example.com Spain & Portugal Christian Cascante T +49 711 8997-151 E firstname.lastname@example.org Martin Viciano Gofferje T +49 30 800979-175 E email@example.com Switzerland Wolfgang Bosch T +49 69 95514-535 E firstname.lastname@example.org Turkey Jan Balssen T +49 89 21667-206 E email@example.com United Kingdom & Ireland Johannes Niewerth T +49 30 800979-201 E firstname.lastname@example.org Kai Arne Birke T +49 69 95514-452 E email@example.com Russia & CIS Martin Raible T +49 211 54061-308 E firstname.lastname@example.org Cornelia Topf T +49 69 95514-335 E email@example.com Middle East Johannes Niewerth T +49 30 800979-201 E firstname.lastname@example.org India Ralf Morshäuser T +49 89 21667-223 E email@example.com Tim Weber T +49 69 95514-337 E firstname.lastname@example.org Asia China Gerhard Wegen T +49 711 8997-157 E email@example.com Michael Burian T +49 711 8997-300 E firstname.lastname@example.org Japan Michael Burian T +49 711 8997-300 E email@example.com Gerhard Wegen T +49 711 8997-157 E firstname.lastname@example.org Korea Michael Burian T +49 711 8997-300 E email@example.com Gerhard Wegen T +49 711 8997-157 E firstname.lastname@example.org Australia Michael Arnold T +49 711 8997-181 E email@example.com