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Global Collaboration: Bringing together the Wisdom of Members – Part 2

Interlegal Permanent Officer

Interlegal Permanent Officer

02.03.23


Our Interlegal members are truly treasures of experience and legal wisdom. Members not only get to forge great global connections but also get to broaden their worldly legal knowledge via each member. For our latest venture we asked members to share with us some of the information to enlighten us on legal events and updates that have happened in their country’s legal industry.

We are grateful to have Caroline Berube from HJM Asia Law & Co LLC taking the time and sharing his inputs on her China and Singapore offices.

China Office:

With respect to the most important court rulings in China, Caroline highlighted a ruling based on shareholder’s liabilities quoting, “In 2022, the Supreme Court of PRC issued the reference cases for the year 2020 to 2022. Among of the cases, the Shanghai intermediate people’s court issued its decision in Wang Qinjie vs. Shanghai Licheng Investment Management Co., Ltd.

This case involved a RMB 1,000,000 (approximately USD 150,000) loan made to a company by its shareholders.

The borrower company failed to repay the debt to the lender eventually due to insolvency. At the same time, the shareholders of the company had not fulfilled their liabilities in the injection of the registered capital as subscribed and they held a shareholders’ meeting to extend the time limit for payment of each shareholder’s contribution to the borrower company.

The Shanghai intermediate people’s court held that, under the subscription system of registered capital, where a company extends the time limit of the shareholders’ contribution of registered capital after the company’s debt arises and a creditor requests the shareholders who have not settled the time limit of the contribution to bear supplementary compensation liability for the debts that the company cannot repay within the scope of their contribution, such agreement shall be upheld.”

She also mentioned an important deal that took place in China i.e. China Aviation Electronic System Co, Ltd’s acquisition of China Aviation Electromechanical System Co, Ltd stating that, “December 30th, 2022 saw a large acquisition in the Aviation industry between China Aviation Electronic System Co, Ltd and China Aviation Electromechanical System Co, Ltd.

The China Securities Regulatory Commission issued an approval that China Aviation Electronic System Co, Ltd issue 2,567,240,755 of its new shares to the former shareholders of China Aviation Electromechanical System Co, Ltd in exchange of all the shares of China Aviation Electromechanical System Co, Ltd.

The transaction was valued at RMB 48.907 billion (approximately USD 7,218,673,200).

The deal resulted in China Aviation Electronic System Co, Ltd becoming a military listed company”

Caroline shared the insights of the deal that her firm closed in the year 2022 pertaining to the sale of China Floor Carpet Manufacturer’s Business to Canadian Retailer/Private Equity Firm. She highlighted that, “during 2022, our firm advised a Canadian private equity firm via their investment in a Canadian floor carpet retailer in structuring an asset deal of their manufacturer in China. The deal involved, amongst other things:

  • Conducting a thorough legal and financial due diligence on the China manufacturer who had previously undergone a recent asset acquisition itself of its related company in Europe; and
  • Negotiating with both our client’s local partner in China who purchased the assets of the China manufacturer, and which were later secured in favour of our client as a mortgage under China law.”

Another deal that she talked about was based on advising on the share transfer of a Beijing Joint-venture company between its US shareholder and Italian shareholder. She stated that, “In 2022, our firm advised a United States based hydraulic pumps manufacturer in relation to a EUR 24,500,000 sale involving, amongst other things, a China Joint Venture company. The transaction involved, amongst other things:

  • Dealing with the China Authorities concerning the death of a board member and preparing a suitable power of attorney to replace the deceased legal representative of the seller’s interest in the China Joint Venture Company; and
  • Assisting in preparing and registering a transfer of the equity interest of the seller in the China Joint Venture Company to the purchaser based on the power of attorney prepared and consularised in Chicago, United States.”

Singapore Office:

As per Caroline, the most important rulings/corporate deals that took place in Singapore in the last 6 months were:

    1. Singapore Press Holdings Real Estate Sale to Cuscaden Peak

In March 2022, the Singapore government owned state media corporation Singapore Press Holdings approved a carved out sale of its real estate portfolio to Cuscaden Peak.

The deal was of interest as it involved two (2) competing bidders who were each owned by the Singapore government owned investment holding company Temasek Holdings.

Whilst Keppel Corp offered USD 3.74 billion, the shareholders of Singapore Press Holdings eventually accepted the offer from Cuscaden Peak of USD 3.9 billion.

Singapore Press Holdings real estate asset portfolio includes, amongst other things, the Paragon Shopping Centre in the busy shopping district of Orchard Road.

    1. Matchmove buys Singapore based start-up Shopmatic in USD 200 million deal

Singapore e commerce platform Shopmatic was acquired in mid-2022 by fintech company MatchMove.

The acquisition was completed as part of MatchMove’s plans to create an end-to-end embedded finance and e-commerce powerhouse.

MatchMove’s platform provides customisable, fast, secure and regulated financial services such as banking in an app powered by API’s whilst Shopmatic offers SME’s an e commerce presence including a webstore and automated access to the world’s largest e-marketplaces.

She also talked about two deals that were closed by the Singapore office:

    1. Strategic Acquisition by US Worldwide Electronics Supplier of Singapore Niche Electronics Components Manufacturer

During 2022, our firm advised a US based electronics supplier on a strategic acquisition of the business of a niche electronics components manufacturer based in Singapore with over 40 employees.

Among the areas of interest in the deal was:

      • Ensuring the transfer of all environmental and electronics licenses of the Singapore company to the new special purpose vehicle to acquire the business of the Singapore seller;
      • Transferring the various leasehold interests owned by both the Singapore seller and their separate dormant Singapore company to our client’s special purpose vehicle for the acquisition; and
      • Ensuring provision for the existing owners of the business to run the business during a transition period.

    1. Advising and Implementing Intellectual Property Portfolio for Large Offshore Drilling and Logistics Company

During 2022, our firm advised a large offshore drilling and logistics company on its global intellectual property portfolio.

This included, amongst other things:

    • Strategically planning the nature and extent of intellectual property protection; and
    • Registering various trademarks in Mauritius, Singapore, the United Arab Emirates and the United Kingdom both domestically as well as pursuant to the Madrid Protocol / World Intellectual Property Office.

Caroline further talked about the benefits that her firm received as a member of Interlegal.

She highlighted that, “During 2022, our firm had received three referrals from Interlegal member firms but it didn’t derive in any fees – we were asked to send quotes.

We are grateful to have Emmanuel Réveillaud from Kaufhold & Reveillaud, Avocats for taking the time and sharing his inputs with us. Here are a few of the many contributions that flowed in from Emmanuel.

With respect to the most important court rulings in Luxembourg, Emmanuel highlighted a ruling regarding the restriction of the public access of the register of beneficial owners, “In the Judgment of the Court of Justice of the European Union of 20 November 2022 in Joined Cases C-37/20, the Court stated that the provision whereby the information on the beneficial ownership of companies incorporated within the territory of the Member States is accessible in all cases to any member of the general public is invalid. Following this decision, the information in the Luxembourg Register of Beneficial Owners will only be available to selected professionals.”

Further, referring to the court’s judgment (Case C-294/21 ) on VAT, he stated that “a Member State must tax passenger transport services performed, by a transport service provider established in that Member State, within a territory which, pursuant to an international treaty concluded between that Member State and another Member State, constitutes a joint territory under joint sovereignty of those two Member states and which is not subject to any exception provided for by EU law (such as the Germany-Luxembourg condominium), provided that those services have not already been taxed by that other Member State. The taxation, by one of the Member States, of those services prevents the other Member State from taxing them in turn, without prejudice to the possibility for those two Member States to regulate in another way the taxation of services performed within that territory, inter alia by means of an agreement, provided that non-taxation and double taxation is avoided. In such cases, the relevant factor for the taxation of service providers will thus be their registered office.”

Laying emphasis on tax matters, Emmanuel highlighted that that informal equity (capital contribution) cannot be taken into account as formal equity. He highlighted one of the cases of the Administrative Court dated 31 March 2022 (n°46067C) which confirmed that contributions to the 115 account are not to be taken into account for the purposes of the determination of the EUR 1.2 million minimum acquisition price for the application of article 147 of the Luxembourg Income Tax Law (LITL – withholding tax exemption on dividends).

Moving forward, Emmanuel shared a few deals he closed in his prevailing field of law in 2022. He stated that, “We advised Saturne Technology Sàrl, a Luxembourg company specializes in cutting, drilling, welding and laser cladding techniques, as well as in metal additive manufacturing by laser fusion for large industrial companies in connection with the fundraising of up to 3.7 million euros from European funds (Akiles, Eurefi, Innovation Fund and the European Materials Fund (Demeter)) allowing it to continue and accelerate its development”.

Another deal he talks about is the advisory to Boralex, a Canada-based renewable energy firm. The deal involved selling a 30% interest in its renewable assets and development pipeline in France through its Luxembourg holding company, Boralex Europe SARL to a Swiss investment manager Energy Infrastructure Partners (EIP) for an amount of up to 532 million euros.

Further, he was involved advising a major client on the acquisition of interests in two companies operating in the field of logistics, through a contribution of significant assets by both parties (deal of 80 million). And, finally, the last deal he talks about is advisory on a European client for a significant real estate acquisition in Berlin for an amount 80 million.

“We also advised in the acquisition of a large logistic business worldwide for several billions” he asserted.

As far as the question of the benefits of Interlegal are concerned, Emmanuel had some positive inputs. He stated that, “We are sharing information and knowledge with our Interlegal partners. We are better understanding the world legal issues through sharing experiences with our Interlegal friends”. Through the connects of Interlegal, Emmanuel claimed to have send a small IP case to Brazil at end of 2022, received legal opinions from Canada 7 years ago and received small files from Greece.

Conclusion

We thank our members Caroline Berube from HJM Asia Law & Co LLC (Singapore) and Emmanuel Réveillaud from Kaufhold & Reveillaud, Avocats (Luxembourg) for taking the time to provide their valuable insights. We are ever so grateful for their contribution to the network, and we look forward to meeting them at the upcoming annual meeting in May 2023 in Turkey.

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