Cash Pooling and Insolvency
A Practical Global Handbook, Second Edition
The first edition of this book was very well received. Since then, there have been a number of reasons to update the information it contains: new case law, new national legislation and recent EU initiatives. Furthermore, chapters on Estonia, Latvia and Lithuania have been added to the already impressive number of jurisdictions covered.
The first edition of this book, published in 2012, was very well received. Since then, there have been a number of reasons to update the information it contains: new case law, new national legislation and recent EU initiatives. Furthermore, chapters on Estonia, Latvia and Lithuania have been added to the already impressive number of jurisdictions covered.
This title, published in association with the International Bar Association, draws together leading practitioners from a wide range of countries, who together provide detailed analysis on the provisions in their jurisdiction for cash pooling and insolvency. Each chapter follows the same template for ease of reference; topics featured include specific legal requirements from various perspectives, the liability of company directors, banking requirements, regulatory requirements and tax.
This practical handbook is an essential guide for any insolvency professional, in-house counsel or adviser in banking and finance.
Table of Contents
|Table of contents||4|
|Introduction Marcel Willems Kennedy Van der Laan NV||8|
|Cash pooling and the EU Insolvency Regulation Bart de Man Jeroen Postma Kennedy Van der Laan NV||10|
|Argentina Tomás M Araya M&M Bomchil Abogados Mario Benjamín Terán Lawyer Daniela A Bianchi Marval, O’Farrell & Mairal||18|
|Austria Arno Brauneis bkp Rechtsanwälte||36|
|Australia Ian Walker Minter Ellison||46|
|Belgium Tom Geudens Yves Lenders Pieter Meeus Lydian||60|
|Canada Mary Arzoumanidis Jeffrey Carolan Royal Bank of Canada||76|
|China Rogier van Bijnen Kathleen Cao R&P China Lawyers||90|
|Cyprus Venetia Argyropoulou Alexandra Pelaghias-Christodoulou Pelaghias, Christodoulou, Vrachas LLC||106|
|Czech Republic Ernst Giese Mária Piacˇková Giese & Partner||122|
|Denmark Carsten Ceutz Thomas Frøbert Morten Krogsgaard Bech-Bruun||136|
|England Charles Kerrigan Olswang LLP||152|
|Estonia Martin Mäesalu Raino Paron Tõnis Vahesaar Raidla Ellex||174|
|Finland Pekka Jaatinen Anna-Kaisa Remes Castrén & Snellman Attorneys Ltd||186|
|France Amélie Dorst Anja Droege Gagnier BMH Avocats||200|
|Germany Daniela Mader Kirsten Schümann-Kleber GÖRG||214|
|Greece Constantinos N Klissouras Christina Papachristopoulou KP Law Firm||230|
|Hungary Melinda Pelikán Zsófia Polyák János Tóth Wolf Theiss||244|
|Ireland Daragh Bohan Frank Flanagan Mayson Hayes & Curran||258|
|Italy Flavio A Acerbi 5Lex Silvio Cavallo Domenico Gioia Paolo Manganelli Paul Hastings Cosimo Pennetta RCC Lex||282|
|Japan Naoya Ariyoshi Maya Ito Shinsuke Ushirobira Nishimura & Asahi||324|
|Latvia Dia¯na Bal,k,ena BDO Legal||340|
|Lithuania Liudgardas Maculevicˇius Rödl & Partner||348|
|Luxembourg Franz Fayot Laurent Fisch FischFayot||356|
|Mexico Darío U Oscós Oscós Abogados||372|
|Netherlands Marcel Willems Kennedy Van der Laan NV||380|
|Norway Børge Grøttjord Kari Amalie Pettersen Grette DA||396|
|Portugal Miguel de Avillez Pereira Gómez-Acebo & Pombo Hugo Teixeira Abreu Advogados||418|
|South Korea Sang-Jin Ahn Keum-Ho Lee Steve Sunghwa Song Kim and Chang||430|
|Spain Maria Luisa de Alarcón Agustín Bou Carlos Pol Jausas||442|
|Sweden Kristina Einarsson Mathias Winge Setterwalls||460|
|Switzerland Benedict F Christ David Jenny Nadia Tarolli Schmidt VISCHER AG||472|
|United States Judith Elkin Judith Elkin PLLC Kourtney P Lyda Arsalan Muhammad Kelli Stephenson Norfleet Haynes and Boone, LLP||484|
|About the authors||506|
Review for first edition: This practical handbook is a welcome guide for in-house counsel or advisers in banking and finance, as well as for insolvency practitioners.
Professor Bob Wessels
Flavio A Acerbi
Senior associate, 5Lex
Flavio Acerbi is a senior associate at 5Lex, an Italian boutique law firm based in Milan. His practice focuses on corporate governance, securities regulation, banking and financial services law. He has also wide-ranging experience in M&A and debt restructuring transactions. Before joining 5Lex in April 2016, he worked extensively for distinguished international and Italian law firms in Italy and Russia. Mr Acerbi graduated summa cum laude from the Università Cattolica del Sacro Cuore (Milan) in 2003, earned a post-graduate diploma in stock exchanges and financial markets from Bocconi University (Milan) in 2004 and an LLM from the University of Michigan – Law School in 2005.
He is a member of the Milan Bar.
Sang Jin Ahn
Attorney, Kim & Chang
Sang Jin Ahn is an attorney in the firm’s banking, M&A, foreign direct investment, real estate and Japanese practice groups.
Mr Ahn has extensive experience in a wide range of domestic and cross-border transactions and regulatory matters, including banking, corporate financing, ship financing, structured financing, acquisition financing, mergers and acquisitions of financial institutions and real estate acquisitions, representing top Korean, Japanese and international corporations.
Tomás M Araya
M&M Bomchil Abogados
Tomás M Araya is a Partner at M & M Bomchil and a member of the firm’s Financial Services and Financial Restructuring practice areas. He is a professor of Commercial Law in Facultad de Derecho of Universidad de Buenos Aires and of Corporate and Bankruptcy Law in the Master of Laws programs of Universidad Austral and Universidad Católica Argentina. Mr Araya holds a LLM from New York University School of Law, he is a Fulbright Scholar and he is admitted to practise law in Buenos Aires and New York.
Head of corporate law, Pelaghias, Christodoulou, Vrachas LLC
Venetia Argyropoulou is a lecturer at the European University, Cyprus. She is educated in both civil and common law and has been practising law in both Greece and Cyprus. She passed the Bar in California, where she obtained her juris doctor. She obtained her Bachelor’s degree from the Aristotle University of Thessaloniki, a Master’s degree in maritime law from the University of Oslo and a Master’s in international public law (specialising in financial, commercial and investments law) from the same university. She is currently studying for a PhD at the University of Tilburg, where she is a member of the Centre for Transboundary Legal Development.
Ms Argyropoulou worked at one of the largest law firms in Thessaloniki and now leads the commercial department of one of the oldest and best-known firms in Cyprus. She has worked as, among other things, a scientific researcher for the University of Cyprus and a lecturer for the University of West London. She is a member of the Spark Legal Network and the Cyprus Correspondent of the International Bureau of Fiscal Documentation (IBFD – a centre of expertise on international taxation), as well as the World Bank’s Women, Business and the Law Initiative. She is the author of several publications.
Partner, Nishimura & Asahi
Naoya Ariyoshi is a partner of Nishimura & Asahi and works mainly in the areas of structured finance, transactions related to trusts and financial regulations. He joined the firm in 2002 after graduating from the University of Tokyo (LLB) in 2001 and attending the Legal Training and Research Institute of the Supreme Court of Japan. Since then he has been involved in various financial transactions, such as structured finance transactions. He is a member of the Financial Law Board. He was seconded to the Corporate Accounting and Disclosure Division of the Planning and Coordination Bureau, Financial Services Agency of Japan from 2010 to 2011.
Senior legal counsel, Royal Bank of Canada
Mary Arzoumanidis has been senior legal counsel to Royal Bank of Canada since 2014. Previously, she was an associate with the Toronto office of Borden Ladner Gervais LLP, where she was a member of the firm’s insolvency and restructuring group.
Associate, BDO Legal
Diāna Baļķena is an associate in the M&A and corporate department of BDO Legal in Riga. She holds an LLM and has specialised in corporate, commercial, insolvency and real estate law for the past 10 years.
In particular, she managed the bank’s real estate portfolio transfer to a separate company, which was part of the bank liquidity raising. In addition, she has participated in M&A transactions and worked with insolvency proceedings for the past five years.
She also has experience investigating anti-money laundering matters within banks and their clients.
Daniela A Bianchi
Senior associate, Marval, O’Farrell & Mairal
Daniela A Bianchi is a senior associate at Marval, O’Farrell & Mairal. Mrs Bianchi’s practice focuses on cross-border M&A, financial and capital markets transactions.
Mrs Bianchi joined Marval, O’Farrel & Mairal in 2012. Previously, she was an associate at M & M Bomchil.
She graduated with honours and received her law degree from the University of Buenos Aires, Argentina, in 2009. She received her public translator’s degree from the Catholic University of Buenos Aires, Argentina, in 2008. In 2013 she completed a Master’s in Conflict of Laws at the University of Buenos Aires, Argentina (thesis pending).
Mrs Bianchi is a member of the Bar in Buenos Aires.
Partner, Mason Hayes & Curran
Daragh Bohan is a partner in the Mason Hayes & Curran financial services department. He advises domestic and international banks and other organisations from the financial services industry on a broad range of transactions, including from a regulatory perspective. He has also acted for many domestic and international borrowers, including some of the largest Irish public companies. He has advised on a wide range of financing for domestic and international, corporate and commercial transactions, including public-private partnership/projects, cash pooling structures, mergers and acquisitions, joint ventures, bond financings, structured finance transactions, and asset and tax-based lending.
Agustín Bou is a partner at Jausas and has been heading the restructuring and insolvency department since 2003.
Mr Bou is a leading expert in insolvency from the perspective of both domestic and foreign debtors and creditors. His areas of specialisation include the purchase of production units in insolvency proceedings.
As an expert in commercial law, he has led numerous purchase and sales transactions and other restructuring operations for both Spanish and foreign clients. With his ability to negotiate in time-limited situations, he is especially competent in accelerated sales processes and other particular circumstances (distressed M&A). He is a member of the Spanish Private Equity and Venture Capital Association (ASCRI), with which he collaborates on a regular basis on working sessions and initiatives to raise awareness of legislative developments in commercial and insolvency law.
International legal directories such as Chambers & Partners, Legal 500, Best Lawyers, Who is Who Legal and PLC Which Lawyer? recommend him year after year for his work in restructuring and insolvency.
Partner, bkp Rechtsanwälte
Arno Brauneis is the founding partner of bkp (Brauneis Klauser Prändl) Rechtsanwälte, based in Vienna. His areas of specialisation are corporate law, M&A and real estate law.
He publishes frequently and he is the author of numerous books and articles in various fields of law, including corporate law issues, as well as asset deals and share deals, to name but a few. He is also the author of the Austrian reference work on the lease of enterprises.
Partner, R&P China Lawyers
Kathleen Cao is a partner at the Shanghai office of R&P China Lawyers. Ms Cao is a Chinese-qualified lawyer, educated at the Shanghai Institute for Foreign Trade and Shanghai’s Fudan University (LLM). She assists foreign companies in establishing a business presence throughout China and advises on general corporate matters, investment structures, international commercial transactions, tax compliance and customs matters. Ms Cao also regularly represents foreign businesses in negotiations with counterparts and government departments.
Legal counsel, Royal Bank of Canada
Jeffrey Carolan has been legal counsel to Royal Bank of Canada since 2007, advising on cash management matters relating to the bank’s Canadian and international corporate and financial institution clients. Previously, he was an associate at Fournie Mickleborough LLP, counsel at Tim Hortons, and articled at Lang Michener LLP.
Associate, Paul Hastings
Silvio Cavallo is an associate in the corporate practice of Paul Hastings, Milan. His practice focuses primarily on general corporate matters, mergers and acquisitions, private equity and corporate finance. In particular, he advises Italian and international private equity and hedge funds in the acquisition, maintenance and disposition of portfolio investments and leveraged finance transactions, and corporate clients and financial institutions in domestic and cross-border mergers and acquisitions and joint ventures.
Prior to joining Paul Hastings in 2014, he practised at an Italian private equity boutique law firm and worked in the enforcement and financial crime division of the Financial Conduct Authority (FCA) of the United Kingdom.
Mr Cavallo graduated from the Università degli Studi di Bari, magna cum laude, in 2005 and earned an LLM in international financial law from King’s College London in 2009.
He was admitted to the Milan Bar in 2008.
Carsten Ceutz, a partner in Bech-Bruun’s restructuring department, represents financial creditors with exposure through financial and operational leasing, loans to and charges over cooperative housing associations in distress, possession and administration of receivable charges and floating company charges, as well as the initiation and administration of company restructuring procedures.
As supervisor, administrator or trustee of many restructured businesses and estates in bankruptcy, Mr Ceutz employs his substantial professional expertise to safeguard the interests of estates in bankruptcy and creditors. He has vast experience in administering the bankrupt estates of travel agencies and in the management of information technology, rights and employees in connection with company restructurings and insolvency.
Mr Ceutz and his partners work with specialists in order to reach the best possible solutions for companies and creditors. They have developed a comprehensive national and international network of contacts, providing quick access to accountants, engineers, consultants and appraisers so that they can assemble a multidisciplinary team of legal and business professionals at short notice.
Benedict F Christ
Partner, VISCHER AG
Benedict F Christ is the co-head of the corporate/ M&A department of VISCHER, a leading Swiss business law firm. He is admitted to the Bar in Switzerland and New York, and has specialised in M&A and finance transactions for over 15 years while based in Zurich and New York.
Mr Christ focuses on M&A, banking, finance, contracts and corporate law. He has a wealth of transactional experience, and advises regularly on real estate, private equity, structured finance and capital markets matters.
Maria Luisa de Alarcón
Over the more than 25 years of her professional career, and thanks to her combined legal and business background, Maria Luisa de Alarcón has focused on advising business groups and individuals on financial and tax law, company law and mergers and acquisitions; assisting with tax advice and planning for resident and non-resident businesses and individuals and preparing family agreements; and managing complex deals (eg, mergers, splits and acquisitions and partnership agreements). In recent years, she has also worked with the Securities Litigation Department on the preparation of extrajudicial claims and settlements with financial institutions regarding complex swap and forward-type instruments.
Miguel de Avillez Pereira
Partner, Gómez-Acebo & Pombo
Miguel is a partner in the Corporate and Commercial Area of Practice of GA&P in Lisbon. He holds a Law Degree from the University of Lisbon (1989) and an LLM from the University of Edinburgh (1992). He was associate with Albuquerque & Avillez (1989-1992), foreign associate with Maclay Murray & Spens (1992), founding partner of Avillez Pereira & Associados (1993-2002) and partner with Abreu Advogados (2002-2016). Co-author of a number of articles and books and a regular speaker, Miguel specializes in M&A, corporate finance, insolvency and restructurings. Miguel has advised financial institutions and multinational companies for over 25 years on several complex, high-value and innovative transactions in Portugal, Angola and Mozambique. Sectors of expertise include pharmaceuticals, energy, infrastructure, transport and financial institutions.
Bart de Man
Managing partner, Kennedy Van der Laan NV
Bart de Man is a partner and heads the banking and finance department of Kennedy Van der Laan in Amsterdam. He specialises in financing, security rights and insolvency.
Mr De Man advises on financing transactions as counsel to banks and multinationals. He also acts as counsel to all relevant parties in insolvency proceedings, with a particular focus on crossborder insolvencies. He is currently the administrator in major insolvency proceedings involving La Perla, a Dutch global luxury real estate developer with affiliates in Spain, Antigua, France, Austria, Vietnam and Panama.
Associate, BMH Avocats
Amélie Dorst is a member of the corporate/ restructuring group of BMH Avocats in Paris. She specialises in international transactions (cross-border M&A, distressed M&A, corporate finance) and in corporate restructurings and reorganisations.
Her experience includes advising banks, funds, insolvency practitioners and companies in relation to a wide range of transactions, including financial restructurings, cross-border acquisition finance and general bank lending.
Anja Droege Gagnier
Partner, BMH Avocats
Anja Droege Gagnier is head of the corporate/ restructuring group of BMH Avocats in Paris. Ms Droege Gagnier has gained broad experience for over 20 years in international transactions (cross-border M&A, joint ventures, distressed M&A, corporate finance) and in corporate restructurings and reorganisations in various industries, including steel, aeronautic, automotive, nuclear, petrol, co-generation energy, medical instruments, health, biotech, printing, banking, real estate and luxury goods. She advises mainly foreign investors, banks and trustees in transactions in France, as well as in insolvency and pre-insolvency proceedings.
She is senior vice-chair of the Insolvency Section of the International Bar Association. She frequently writes on corporate and insolvency issues for German and international magazines. She is co-author of Gläubigerkommentar Anfechtungsrecht (avoidance actions) published in 2015 (second edition) in Germany by Finanz Colloquium Heidelberg.
Managing partner, Setterwalls
Kristina Einarsson is a dual-qualified Swedish advocate and English solicitor, and focuses on capital markets, corporate finance and public and private M&A transactions. Ms Einarsson also works extensively with bank financing, particularly acquisition finance. Ms Einarsson was named a Leading Lawyer in the IFLR1000 (capital markets), and listed under Other Specialists by Chambers Europe (capital markets) and Chambers Global (capital markets).
Restructuring consultant and Mediator, Judith Elkin PLLC
Judith Elkin is a certified mediator and restructuring consultant. After 35 years of private practice, she retired as a partner in the bankruptcy and business restructuring section of Haynes and Boone. She has represented debtors, creditors, creditors’ committees, lenders and other parties in reorganisation proceedings and out-of-court financial restructurings. She speaks frequently on insolvency issues both in the United States and internationally.
Ms Elkin has worked on some of the largest, most contentious and complex insolvency cases. She was approved by the court to mediate mortgage indemnification claims of Lehman Brothers, has represented international financial institutions in cross-border insolvency cases and related litigation, and has represented foreign representatives of foreign debtors seeking Chapter 15 protection in the United States. She has served as chair of the International Bar Association’s Insolvency Section, the International Women’s Insolvency and Restructuring Confederation, as well as the American Bar Association’s Litigation Section Bankruptcy and Insolvency Committee and its International Section Secured Transactions and Insolvency Committee. She also serves as a delegate to the UN Commission on International Trade Law (UNCITRAL).
Franz Fayot is the partner in charge of financial regulatory, corporate and general commercial work at FischFayot. He holds a degree in law and has throughout his career in Luxembourg specialised in commercial law, capital markets, banking, financial and collateral law, as well as insolvency and restructuring.
In the field of insolvency and restructuring, Mr Fayot acted as judicial administrator to Kaupthing Bank Luxembourg during the financial crisis and was able to complete the first restructuring of an insolvent bank in the history of the country.
At present, he advises mostly corporate clients and institutions as a Luxembourg expert in international disputes, but also continues to represent clients in local and international transactions and performs advisory work in all his fields of speciality.
Laurent Fisch is the partner in charge of insolvency and restructuring work at FischFayot in Luxembourg. He holds degrees in law and has a corporate finance and commercial law background. Mr Fisch has specialised in corporate and banking sector restructuring for almost 10 years.
In particular, he has been a court-appointed liquidator of several Luxembourg-based Lehman Brothers entities and of the Leyne, Strauss-Kahn & Partners group of companies.
He also assists corporate clients, financial institutions and peers in voluntary liquidations, pre-insolvency situations and debt restructurings.
Senior associate, Mason Hayes & Curran
Frank is a senior associate practising in dispute resolution, insolvency and telecoms regulatory law in the Irish law firm of Mason Hayes & Curran. Frank regularly provides advice to banks and insolvency practitioners and has advised in relation to a number of multinational insolvencies, including the orderly dismantling of cash pooling arrangements and in relation to transactions involving the cross-border transfer of debt. Frank is also a chartered engineer and prior to joining Mason Hayes & Curran was a director of a number of technology companies where he was responsible for the delivery of a diverse range of products including internet security hardware, video conferencing systems and real-time systems for manufacturing and utilities.
Thomas Frøbert, a partner in Bech-Bruun’s tax department, has a broad background in tax law with an international focus. Mr Frøbert is one of Denmark’s leading VAT and indirect tax advisers. He advises both international and Danish businesses on VAT and indirect tax matters, and also handles a large number of court and administrative cases on VAT, registration fees and energy taxes.
In addition, he counsels Danish businesses and in particular international groups with a presence in Denmark on, among other things, M&A tax planning and reorganisation of Danish and non-Danish groups.
Mr Frøbert also focuses on the energy sector and, in that connection, assists energy businesses with tax and commercial advice.
Tom Geudens is a partner in Lydian’s corporate practice, where he heads the banking and finance team.
Mr Geudens’s broad expertise covers international banking (including leveraged/ acquisition finance, asset finance, banking restructuring, structured trade finance and real estate finance); project finance (national and international gas, oil and green energy projects, and public-private partnership/project finance initiatives in all sectors including waste, roads, health, prisons, rail, airports, oil and gas, renewables, power and telecoms; business restructuring and insolvency (including insolvency and asset recovery, restructurings and corporate support); capital markets (including securitisations and repacks, debt capital markets and derivatives, high-yield and equity capital markets); and regulatory (including clearing, settlement and custody, banking regulatory and investment funds).
His client base represents a cross section of banks, corporations and the public sector. Mr Geudens is mentioned in his fields of expertise as leading expert by Chambers, Legal 500 and IFLR1000. He regularly speaks at internal and external seminars on asset-based lending, acquisition financing and project financing.
Partner, Giese & Partner
Ernst Giese is the managing partner of Giese & Partner. He has specific expertise in the field of corporate, banking and industry law. In the past 15 years he has been acting as legal counsel for Deutsche Pfandbriefbank (formerly Hypo Real Estate), UniCredit, Eurohypo and Commerzbank, and was involved in major M&A transactions. He also has a very strong background and outstanding references within the field of insolvency law. He has been involved in numerous restructuring and insolvency cases, especially in the automotive and construction industry. German, Austrian, British and practitioners from other countries regularly seek his advice in cases relating to the Czech and Slovak Republics.
Associate, Paul Hastings
Domenico Gioia is an associate in the tax department of Paul Hastings, Milan. His practice focuses on tax advice to multinational corporations for their investments in Italy, both for corporate income tax and transfer taxes purposes.
Mr Gioia also assists financial institutions in structured and asset finance deals and has been involved in complex litigation leading to groundbreaking case law.
Before joining Paul Hastings in November 2010, Mr Gioia worked as an intern in the New York office of a major Italian law firm. Mr Gioia graduated with full marks from Bocconi University in 2009 and was admitted to the Italian Bar in 2012.
Partner, Grette DA
Børge Grøttjord is a partner with Grette DA and the head of finance. He frequently advises clients on matters related to syndicated loans, secured finance, leveraged finance, project finance and structured transactions. Mr Grøttjord has extensive industry experience and advises Norwegian banks, investment banks and sovereign funds.
Partner, Nishimura & Asahi
Maya Ito is a partner at Nishimura & Asahi and works mainly in the area of cross-border project finance. She joined the firm in 2002 after graduating from Keio University (LLB) in 1999 and attending the Legal Training and Research Institute of the Supreme Court of Japan. She graduated from Columbia University School of Law (LLM) in 2007. Since then she has gained extensive experience in project finance, structured finance, international finance and general corporate law, advising a range of clients, including multinational corporations, commercial banks, multilateral financing institutions, project developers and sponsors, and other parties on a range of international and cross-border matters.
Senior partner, Castrén & Snellman Attorneys Ltd
Pekka Jaatinen has throughout his long career specialised in mergers and acquisitions, insolvency and corporate law. He has advised large financial institutions and other clients acting as leading legal counsel in relation to both domestic and international transactions, restructurings and insolvency proceedings. He is well recognised for acting as a trustee and administrator in the majority of the largest Finnish bankruptcy estates and restructuring proceedings. Mr Jaatinen is also a board member of several domestic and international companies.
Chambers Europe, Chambers Global, Best Lawyers and PLC Which Lawyer rank him among Finland’s leading legal experts.
Partner, VISCHER AG
David Jenny is a partner with VISCHER, a leading Swiss business law firm with offices in Basel and Zurich. Mr Jenny has been advising and representing corporations since 1991 in transactions and corporate and commercial matters. In insolvency, he acts as liquidator and advises governing bodies of corporations and creditors. He is one of the authors of the leading commentary on the Swiss Bankruptcy Code. He also acts as arbitrator.
Mr Jenny is a member of various boards of directors and foundation councils. He was president of the Basel Bar Association and co-chair of the Insolvency Section of the International Bar Association. He obtained a lic iur (LLB, 1984) and a Dr iur (JD, 1988) degree from the University of Basel, as well as an LLM from the University of Michigan Law School in 1989.
Partner, Olswang LLP
Charles Kerrigan is head of the banking and finance group at Olswang LLP in London. He acts on a broad range of debt and corporate financings, with an emphasis on corporate real estate and technology, media and telecommunications finance. He is recognised as a Leading Individual in Legal 500 and lectures on secured lending, subordination and capital markets at the City of London University of Law.
He writes for the Butterworths Journal of International Banking and Financial Law and other publications.
Mr Kerrigan also advises on digital money and the law of bank payments.
Constantinos N Klissouras
Partner, KP Law Firm
Constantinos N Klissouras heads the firm’s disputes and restructuring team, specialising in complex civil and commercial litigation and arbitration, finance, and domestic and crossborder restructuring and insolvency.
He has extensive experience with cross-border disputes and proceedings, and acts for domestic and foreign financial institutions and industrials from a variety of sectors on matters such as distressed, leveraged and structured finance, insolvency and restructuring, creditor take-overs, procurement and construction, fraud and general commercial disputes.
He has authored and co-authored in English on finance, restructuring and insolvency, including most recently Greek chapters on financing domestic and cross-border group restructurings (OUP, 2015) and on retention of title in and out of bankruptcy (GLB, 2015). He is a vice chair of the Insolvency Section of the International Bar Association, a fellow of the Centre for International Legal Studies, a Gerson Lehrman educator, and a member of the Hellenic Procedural Law Association and the Hellenic Commercial Lawyers Association.
Morten Krogsgaard, a partner in Bech-Bruun’s banking and finance department, specialises in international financial law and has extensive experience in all aspects of finance law, including acquisition financing, syndicated loan agreements, mezzanine financing, guarantees and collateral security, bond issues and structured products.
He assists Danish and international financial undertakings in their capacity as lenders, and Danish and international companies and private equity funds in their capacity as borrowers in many high-profile transactions.
Mr Krogsgaard previously worked at the Danish Financial Supervisory Authority and advises on the regulatory environment for financial undertakings and their products, as well as the setting-up of financial undertakings and branches of foreign financial undertakings.
Keum Ho Lee
Attorney, Kim & Chang
Keum Ho Lee is a foreign attorney in the firm’s banking, derivatives, aircraft finance, structured finance and other financial institutions practice groups.
Mr Lee joined the firm in 2001, after a distinguished 17-year career as a banking and foreign exchange specialist. Before joining the firm, Mr Lee served in the Bank of Korea in the Foreign Exchange Control and International Finance Department. Mr Lee has extensive experience in a wide range of cross-border and domestic transactions and regulatory matters with a focus on foreign exchange and banking law and derivatives transactions.
Yves Lenders is a partner in Lydian’s commercial and litigation practice, where he heads the ports and logistics team. He is also active in the outsourcing and insolvency teams. He specialises in commercial law, litigation, port projects and logistics. He handles complex construction litigation matters and also has experience in post-acquisition litigation work. Mr Lenders’s work also includes shareholders’ disputes. He regularly acts as trusted adviser to his clients on commercial matters, including advising, drafting and implementing legal documentation for his clients’ businesses. Furthermore, he advises clients faced with insolvent or near insolvent counterparts. In this context, he deals with all the steps of the procedure for judicial reorganisation (under Belgium’s Law on the Continuity of Enterprises). He is a trained mediator with the Brussels Business Mediation Centre.
Kourtney P Lyda
Counsel, Haynes and Boone LLP
Kourtney P Lyda is counsel in the bankruptcy and business restructuring section of the Houston office of Haynes and Boone LLP. Ms Lyda received her BS from Texas A&M University, her JD from University of Tulsa College of Law and her LLM in taxation from University of Houston Law Center. Her practice is multi-disciplinary but concentrated in the area of commercial insolvency and reorganisation, both in and out of court. Ms Lyda has represented both debtor and creditor entities in all aspects of the debt restructuring and work-out process. The companies that she represents generally have sophisticated capital structures and are across a variety of industries, including financial services, energy, oil and gas, consumer loan origination, securitisation and servicing, telecommunications, and passenger and cargo aviation.
Attorney at law, Rödl & Partner
Liudgardas Maculevičius is an attorney at law in the legal department of Rödl & Partner in Vilnius. He holds a bachelor’s degree in law and commerce and two LLMs from Lithuanian and German universities. He specialises in large and mediumsized renewable energy projects, company law, commercial litigation, as well as IP law. In particular, he has advised on numerous large renewable energy projects in Lithuania, on the implementation of labour law structures and policies in large multinational companies, and on major M&A transactions in a variety of sectors; set up cross-border holding structures; acted as liquidator and restructuring consultant; and successfully represented clients in a variety of litigation cases.
Associate, GÖRG Partnerschaft von Rechtsanwälten mbB
Daniela Mader is an associate in the corporate department of GÖRG Partnerschaft von Rechtsanwälten mbB, one of Germany’s largest business law firms with a leading reputation in corporate and insolvency law. She provides legal advice to international and domestic clients regarding M&A, private equity and venture capital transactions, as well as corporate litigation. Dr Mader is based in GÖRG’s Berlin office.
Senior associate, Raidla Ellex
Martin Mäesalu is a senior associate at Raidla Ellex, specialising in the fields of business and contract law, securities market law, banking and finance, and competition.
He holds an LLM from the University of Tartu and a master in law and business from WHU Otto Beisheim School of Management. He is one of the few lawyers in Estonia with experience in both legal and business administration-related international work.
Mr Mäesalu has previously worked for Roland Berger Strategy Consultants advising on various projects involving mostly technology companies, and for Groupon, during the reorganisation of the Polish offices. He was a lawyer with Tamme & Otsmann Law Office and a trainee at Allen & Overy in Germany.
Partner, Paul Hastings
Paolo Manganelli is a partner in the corporate practice of the Milan office of Paul Hastings and focuses his practice on corporate, insolvency and restructuring matters. He has been involved in the majority of the Milan office’s distressed mergers and acquisitions and restructuring deals since his arrival in 2006.
In 2010 Mr Manganelli was seconded to the Paul Hastings New York office for 12 months. Prior to joining Paul Hastings, from 2004 through to 2006 Mr Manganelli worked as the Parmalat Group’s deputy head of litigation, advising on all litigation matters arising from Parmalat’s insolvency and financial fraud, as well as on legal matters relating to the Parmalat restructuring plan.
Senior associate, Lydian
Pieter Meeus is a member of Lydian’s corporate practice and a member of the financial industry department.
Mr Meeus’s practice focuses on banking and financial law. He advises national and international clients with respect to (syndicated) loan and security structures and deals with all aspects of acquisition financing, real estate financing, project financing, commodity financing, derivatives, securitisations and factoring, as well as issuance of securities (private and public). Mr Meeus also advises investment funds on regulatory matters.
Associate, Haynes and Boone LLP
Arsalan Muhammad is an associate in the bankruptcy and business restructuring practice group of the Houston office of Haynes and Boone. Mr Muhammad received his BS in political science from the University of Houston in 2006 and his JD from Georgetown University Law Center in 2010. Mr Muhammad’s practice focuses on bankruptcy law, bankruptcy-related financings, acquisitions and litigation. His experience includes the representation of Chapter 11 debtors, secured and unsecured creditors, petitioning creditors, purchasers, post-petition lenders, as well as other parties-in-interest in a variety of business restructuring matters. Mr Muhammad has represented creditors and debtors in a variety of industries, including technology, financial services, oil and gas, coal, agriculture, media and healthcare.
Dario U Oscós
Founding Partner, Oscos Abogados
Dario U Oscós is a legal counsel and practitioner. He leads both domestic and international litigation with rich experience and technical expertise in handling insolvency, restructuring, creditor’s rights, bankruptcy, litigation, arbitration, mediation and product liability in industries that range from banking, securities, energy, oil, gas, construction, industrial property, copyright, torts, civil, commercial and finance to telecommunications.
He set a milestone by successfully adjudicating the first two cases in the world that recognised and fully enforced another country’s insolvency proceedings under the UNCITRAL Model Law on Cross-Border Insolvency. He concluded a complex proceeding under the Racketeer Influenced and Corrupt Organizations Act with cross-border insolvency and criminal implications in the United States, the United Kingdom and Mexico.
In the Vitro case, Mr Oscós, representing one dissenting creditor’s trust indentures, strongly litigated the Vitro s bankruptcy up to a successful cross-border final settlement. Most notably, the Vitro case gave rise to the most important amendments to the Commercial Bankruptcy Act, which entered into effect in January 2014.
Christina K Papachristopoulou
Partner, KP Law Firm
Christina K Papachristopoulou is a finance and corporate and commercial law partner, specialising in the entire spectrum of finance transactions, structures and methodologies, and complex corporate transactions. She has extensive experience in a wide array of corporate law matters, trade agreements, group/corporate structuring and restructuring, including cross-border mergers, spin-offs, stakeholder agreements, debt and equity financing and export financing. She has advised Greek corporates in their listing on the AIM of the London Stock Exchange and qualified investors in their participation in AIFs. She has co-authored in English, most recently on cash pooling (GLB, 2016) and the Greek chapter on retention of title in and out of bankruptcy (GLB, 2015).
She holds a JD from the University of Athens School of Law (1994) an LLM from the University of Pennsylvania Law School (1995), and an MBA (Hons) from the ALBA Graduate Business School (2011). She is an accredited mediator of the Centre for Effective Dispute Resolution.
Partner, Raidla Ellex
Raino Paron is one of the most widely recognised banking, finance and capital markets lawyers in Estonia. He has extensive international experience, having worked for the International Monetary Fund and World Bank in Washington DC. He has also been active since 1996 in legislative drafting in Estonia and has participated in particular in the drafting of the Financial Supervision Authority Act, Credit Institutions Act, Investment Funds Act, Securities Markets Act, Central Registry of Securities Act, Commercial Code, Bankruptcy Act and the Rules of the Tallinn Stock Exchange. He has been the chair of the Arbitration Court of the Tallinn Stock Exchange since the establishment of the Exchange in 1996. He is also the head of competition law practice at the firm and has over the years participated in a number of large M&A transactions and field-related disputes.
Partner, Pelaghias, Christodoulou, Vrachas LLC
Alexandra Pelaghias-Christodoulou obtained a BA (Hons) Law in 1983 from De Montfort University Leicester and was admitted as a member of the Cyprus Bar Association a year later. That same year she joined Pelaghias, Christodoulou, Vrachas, where she continues to practise to date. She has experience and expertise in immigration, citizenship, intellectual property, trusts, real estate, ship finance, shipping, corporate and commercial law and international tax planning. She is a member of the Shipping Committee of the Cyprus Bar Association, the New York State Bar Association, the Propeller Club of the United States and the Legal Committee of the Democratic Rally. She was a member of the board of directors of the Electricity Authority of Cyprus for two and a half years and is a member of the board of directors of Globalaw.
Senior associate, Wolf Theiss
Melinda Pelikán is a senior associate leading the banking and finance practice group in the Wolf Theiss Budapest office. She holds a law degree and has specialised in project, real estate and acquisition finance, restructuring, cross-border financing and factoring for over 12 years. She has been involved in major real estate (especially hotel) and acquisition financings.
In addition, as a senior in-house counsel at one of Hungary’s largest banks she was responsible for the legal compliance of the bank’s factoring subsidiary.
More recently, she has been involved in the acquisition process (from due diligence, through debt structuring, to financing) of a hotel chain in Europe, as well as the restructuring of a property finance loan portfolio granted to an Austrian property investor in relation to 10 Hungarian projects in long-term finance leasing arrangements.
Associate, RCC Lex
Cosimo Pennetta is an Italian lawyer in the structured finance department of RCC Lex (the London affiliate of Studio Legale RCC, a Milanbased law firm created in 2009 after a spin-off from Clifford Chance).
His practice encompasses banking and finance law, with a strong focus on acquisition and sale of distressed assets, structured finance and securitisations. He is also experienced in principal finance, real estate finance and debt restructuring.
Mr Pennetta has been involved in, and has assisted with, a wide range of domestic and crossborder transactions relating to, among other things, investments in both performing and nonperforming loans, corporate bonds, distressed real estate assets and special situations. He joined RCC Lex in 2014, after having spent over five years at Paul Hastings. Prior to that, he had worked for Bonelli Erede Pappalardo (now, BonelliErede) and SDA Bocconi.
Mr Pennetta graduated magna cum laude from Bocconi University in 2008, has been a member of the Italian Bar since 2011 and was awarded the Pietro Lecciso Prize in civil and business law from the Lecce Bar in 2012.
Kari Amalie Pettersen
Senior attorney, Grette DA
Kari Amalie Pettersen is a senior attorney at Grette DA and works primarily with banking and finance, as well as regulatory and insolvency law. She frequently advises clients on matters related to loan and security agreements, as well as the validity and enforceability of such agreements in insolvency situations. She holds a master of laws from the University of Oslo.
Junior lawyer, Giese & Partner
Mária Piačková is a junior lawyer based in the firm’s Prague office. She received her law degree from Charles University in Prague (Mgr). She also spent a term at the School of Law at the University of Heidelberg in Germany. Her practice focuses on corporate and civil law. Ms Piačková is a member of the Czech Bar Association. She speaks Czech, Slovak, German and English.
Senior lawyer, Jausas
Carlos Pol is a senior lawyer in the restructuring department of Jausas, in Barcelona. He holds law degrees from the University of Barcelona and the University of Puerto Rico (United States). He specialises in corporate law and company restructuring, with over 10 years of experience in Barcelona. He has participated in several insolvency and restructuring processes of important companies in Spain, as the insolvent company lawyer, creditor lawyer and insolvency administrator lawyer. He has also written numerous articles for national and international publications.
Associate, Wolf Theiss
Zsofia Polyák is an associate in the banking and finance practice group in the Wolf Theiss Budapest office. She holds a law degree and an LLM in capital markets and banking law, and passed the Hungarian Bar exam in 2014. She specialises in project, real estate and acquisition finance, restructuring, cross-border financing and corporate financing. Prior to joining Wolf Theiss, she gained valuable experience at ING Bank. As a legal counsel supervisor, she was responsible for monetary circulation matters, besides the lending field. More recently, she was involved in the acquisition of a group of companies in Hungary, as well as the restructuring of a property finance loan portfolio granted to an Austrian property investor in relation to 10 Hungarian projects in long-term finance leasing arrangements.
Associate, Kennedy Van der Laan
Jeroen Postma is an associate in the banking and finance department of Kennedy Van der Laan in Amsterdam. He joined the firm in 2014, after obtaining a private practice law degree from the University of Amsterdam in 2013. His practice focuses on financing and refinancing transactions, and advising on security rights and insolvency, as well as financial regulatory law.
Senior associate, Castrén & Snellman Attorneys Ltd
Anna-Kaisa Remes specialises in insolvency, corporate law and dispute resolution. She has broad expertise in insolvency law, handles complex restructuring and bankruptcy proceedings and advises clients with regard to impending insolvency proceedings. She has particular expertise in voluntary liquidation proceedings as set out in the Finnish Limited Liability Companies Act.
Within the field of corporate law, Ms Remes advises listed and private companies on matters related to, for example, corporate structuring, corporate governance and directors’ liability. She also assists clients in contract law matters. In dispute resolution, she focuses her practice on recovery proceedings and corporate disputes. Ms Remes has published numerous articles within her fields of expertise. She also frequently gives lectures at international seminars.
Partner, GÖRG Partnerschaft von Rechtsanwälten mbB
Kirsten Schümann-Kleber is leading the Berlin team of the insolvency and restructuring department of GÖRG Partnerschaft von Rechtsanwälten mbB, one of Germany’s largest business law firms with a leading reputation in insolvency law and restructuring projects. Before joining GÖRG in 2005, Ms Schümann-Kleber worked as an attorney in the corporate finance/financial restructuring department of an international law firm. In 2001 she was admitted to the Bar in Berlin and in the State of New York. Ms Schümann-Kleber has particular expertise in connection with the restructuring of large cross-border renewable energy and real estate projects. She constantly advises large international groups of companies on the consequences of restructurings and/or insolvency proceedings affecting their German subsidiaries and/or German business partners.
She is an officer of the International Bar Association (Insolvency and Restructuring Section), a member of the Committee for Restructuring and Insolvency within the German Lawyers’ Association and belongs to the Berlin/ Brandenburg Working Committee for Insolvency Law.
Steve Sunghwa Song
Attorney, Kim & Chang
Steve Sunghwa Song is a foreign attorney in the firm’s banking practice group. He has worked with financial institutions and public companies on cross-border transactions including debt financing, acquisitions and renewable energy development projects.
Before entering the legal profession, Mr Song worked at the Korea Development Bank, where he focused on corporate banking, project finance and infrastructure development.
Kelli Stephenson Norfleet
Associate, Haynes and Boone LLP
Kelli Stephenson Norfleet is an associate in the bankruptcy and business restructuring practice group in the Houston office of Haynes and Boone. Her practice focuses on the areas of business bankruptcy and insolvency law and related litigation, financings, dispositions and other restructuring transactions. She represents clients in a variety of bankruptcy and restructuring matters, including Chapter 11 debtors, secured creditors, unsecured creditors and other parties in interest. After graduating with honours from Texas A&M University with a BA in political science, Ms Norfleet received her JD from American University, Washington College of Law and joined Haynes and Boone in 2009. She has represented numerous creditors and debtors in Chapter 7, Chapter 11 and Chapter 15 bankruptcy cases across the United States in a variety of industries, including energy, aviation, technology, healthcare and financial services.
Nadia Tarolli Schmidt
Partner, VISCHER AG
Nadia Tarolli Schmidt is a partner of VISCHER, a leading Swiss business law firm with offices in Basel and Zurich. Ms Tarolli Schmidt heads up the Basel office of VISCHER’s tax team. She advises companies and private individuals on all matters pertaining to Swiss tax law – in the national and international environment, and in criminal tax law. She can draw on over 10 years’ experience in areas such as restructurings, relocations and succession planning. The know-how that she has gained from her previous work at the Swiss Bankers Association is frequently brought to bear on banking and finance issues and on the advice that she provides to banking clients. With regard to the latter, clients particularly appreciate her knowledge of US tax aspects. Because questions about occupational pensions are often associated with tax aspects, she also heads up the VISCHER occupational pension funds team, which advises both pension funds and the insured. Ms Tarolli Schmidt obtained a lic iur degree (LLB) in 1999 and became a Swiss certified tax expert in 2008.
Associate, Abreu Advogados
Hugo Teixeira’s areas of expertise are M&A and banking and finance. He has the ability to advise clients on complex restructuring projects involving not only corporate and commercial matters, but also competition and intellectual property.
Mr Teixeira also has an impressive track record in sports-related M&A deals. His experience in M&A enables him to approach clients’ issues with out-of-the-box solutions. His solid legal skills marry proactivity and dedication with significant involvement in M&A negotiations of national and international clients for the past 10 years, with particular expertise in the transportation, technology, software and electronics, and tourism sectors.
Mr Teixeira was a foreign associate with White & Case in Frankfurt in 2012 and trained at Studio Legal Mário Rosana in Florence in 2001. He holds an LLM in finance from Goethe Universität, Frankfurt (2011) and a post-graduate diploma in commercial law from the Portuguese Catholic University Law School (2007). He is member of the Portuguese Bar Association.
Mario Benjamín Terán
Lawyer, Columbia LLM
Mario Benjamín Terán is currently pursuing an LLM at Columbia University. During 2014 and 2016, Mr Terán was an international lawyer at Cleary Gottlieb Steen & Hamilton LLP based in the Buenos Aires office. Until 2014, he was an associate at M & M Bomchil, Buenos Aires, Argentina. Mr Terán’s practice focuses on cross-border corporate and financial transactions, with particular emphasis on Latin American transactions.
He received his law degree from the University of Buenos Aires, Argentina, in 2008. In 2013 he completed a Master’s in the Business Law Program at the University of Buenos Aires, (thesis pending). During part of 2014 he was an intern in the Secretariat of the International Court of Arbitration of the International Chamber of Commerce in Paris.
Mr Terán is a member of the Bar in Buenos Aires.
Partner, Wolf Theiss
János Tóth is a partner and head of the corporate/M&A, competition and antitrust, and IP/IT practice groups in the Budapest office of Wolf Theiss. He has been engaged in several significant M&A transactions in the past years in Hungary, driven by private equity and strategic investors, including the single largest capital markets transaction in Hungary to date. Mr Tóth has wide-ranging experience in connection with software agreements, outsourcing projects, e-commerce, media and telecommunication law, all this put in the wider context of competition and regulatory laws. He has significant experience in all areas of competition law, having advised clients on cartel investigations, provided handson assistance during dawn raids and made one of the first leniency applications in Hungary. His experience also extends to unfair competition law and the enforcement of private damages, involving all the contentious aspects in both instances.
Associate, Nishimura & Asahi
Shinsuke Ushirobira is an associate at Nishimura & Asahi and works mainly in the area of restructuring/insolvency. He joined the firm in 2008 after graduating from the University of Tokyo, School of Law (JD) in 2006 and attending the Legal Training and Research Institute of the Supreme Court of Japan. Since then he has been involved in a number of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganisation proceedings and voluntary liquidations. He was seconded to the Credit System Office, Planning and Coordination Bureau, Financial Services Agency of Japan from 2013 to 2015.
Counsel, Raidla Ellex
Tõnis Vahesaar’s main area of expertise is tax law. His wide-ranging experience in Estonian and international tax law matters stems from counselling asset managers in investment planning and entrepreneurs in cross-border transaction matters.
His international experience deepened during his years at Ernst & Young, having worked in the firm’s financial services department in Luxembourg and the corporate international tax department in Helsinki.
He is among the few Estonian tax lawyers who, in addition to Estonian and EU law, has excellent knowledge of the US tax system. Mr Vahesaar also has a extensive experience in advising start-ups.
Rogier van Bijnen
Director, R&P China Lawyers
Rogier van Bijnen heads the Beijing office of R&P China Lawyers. Mr van Bijnen has lived in China since 2009, and advises multinationals on mergers and acquisitions, joint ventures, general corporate and commercial matters and dispute resolution. He regularly assists foreign clients in negotiations with Chinese business partners. Prior to joining R&P, he worked for a magic circle firm in Beijing.
Partner, Minter Ellison
Ian Walker has been a partner at Minter Ellison in the insolvency, reconstruction and dispute resolution department for 28 years. His insolvency practice includes advising insolvency practitioners generally in liquidations, receiverships and administrations, and third parties affected by insolvency, such as creditors and particularly directors, who can face pressure when their company is approaching insolvency. Mr Walker has significant expertise in security enforcement for all types of creditor, banking litigation and insolvency, reconstruction and work-out issues. He has also participated in a number of mediations of litigious matters.
Mr Walker acts for government, statutory corporations and corporate clients on a range of litigious and non-litigious matters, principally in the area of contractual disputes. His litigation practice involves acting in the superior courts, either federal or state, in contested litigation. He is experienced in the mediation, negotiation and resolution of complex commercial disputes.
Partner, Kennedy Van der Laan NV
Marcel Willems started his professional career in 1988. In 1992 he co-founded Kennedy Van der Laan, now one of the leading firms in the Netherlands. Mr Willems has broad experience in insolvency, banking and finance, and dispute resolution, mostly in a cross-border setting. He publishes and lectures regularly. Mr Willems has been active in the Insolvency Section of the International Bar Association for many years, and is currently senior vice-chair.
Mathias Winge is the head of the Setterwalls restructuring, insolvency and creditor’s rights group. He acts as an adviser in financial crises and has extensive experience in creditor, restructuring and insolvency-related issues, including acquisitions and transfers within insolvent company structures, reviews and realisation of securities. Within his practice, Mr Winge often acts as adviser to creditors in connection with restructurings, insolvency disputes and disputes regarding board responsibility. He is frequently appointed as receiver and has over 10 years’ experience in managing bankruptcies and liquidations of solvent companies.
Mr Winge lectures in restructuring and insolvency law matters for commercial education institutes and frequently writes books and articles. He is a member of the board of the Swedish section of the Restructuring and Bankruptcy Trustees’ Organisation (REKON). He is recommended for his practice within the field of restructuring and insolvency by several ranking institutes.