Welcome to the Brown Rudnick International Corporate Newsletter, a new occasional bulletin setting out legal developments, recent deals, events and reports from our team. Our focus as a global boutique practice is on cross-border M&A, equity capital markets, private equity and venture capital, and news will reflect what we feel will be relevant and interesting. That includes reports on recent client events at our offices including our annual Summer Party, a seminar on developments in the AIM Market and an increasingly popular event hosted by associates in the Corporate team. Please get in touch with us if you would like to know more on any particular update.

RECENT NEWS

Alex Carter-Silk as Partner and Head of European Intellectual Property Practice

Brown Rudnick is building on its market-leading technology and life sciences capabilities with the appointment of Alex Carter-Silk as Partner and Head of its European Intellectual Property Practice in London.

Working closely with Tom Meyers, Head of the firm's Global IP Practice, Mr. Carter-Silk joins Steven James, Counsel, as the core of a fast-growing London Intellectual Property team where he will lead the efforts to expand the European practice.

Scott Burns, Managing Partner of Brown Rudnick's London office, said: "This is an exciting time for the London office as we continue to build on the momentum that is well under way for our strategic growth. Alex's experience will complement and strengthen the firm's intellectual property and life sciences capabilities in the United States."

Mr. Carter-Silk added: “Brown Rudnick has been winning some of the toughest cases out there in recent years, building a global boutique with a reputation for top-quality senior advice. We have big ambitions for the European IP practice, with a number of strengths in complementary areas that we can use for leverage.”

Mr. Carter-Silk has 25 years' experience of advising on contentious and non-contentious IP and technology matters and has particular strengths in the licensing, sponsorship and franchising of IP rights, and the protection of copyright, design rights and trademarks. He advises on advertising and marketing regulation and reputation management, including privacy and defamation. His clients include AIG, Beazley, Richemont, Gina Shoes, Elle Macpherson, WPL (Word Programming Limited), CFC Underwriting Limited.

London Expands Intellectual Property team with Hires of Steven James and Claire Blewett

Brown Rudnick's Intellectual Property Team in London has expanded to include Steven James, who joined in March 2014 as Counsel, and the recent addition of Claire Blewett, who joined in August 2014 as an Associate.

Joining from Latham & Watkins, Steven's experience includes intellectual property, technology and commercial law, with a focus on new technologies and innovation. He has experience advising a wide variety of clients on both contentious and non-contentious intellectual property and commercial matters, predominantly in the financial services, tech and media sectors. He has been recommended for intellectual property law in The Legal 500 directory and has been awarded a Distinction in Intellectual Property Law from the University of Oxford.

Prior to joining Brown Rudnick, Claire was an Associate at Speechly Bircham. She has experience in a wide range of intellectual property matters dealing with all forms of intellectual property rights, as well as commercial disputes, with a particular focus on technology. Claire's litigation practice includes experience in the High Court, the Patents County Court, the Court of Justice of the European Union and advising in multi-jurisdictional disputes. She has also been involved in mediation and other forms of dispute resolution.

Commenting on the appointment, Mark Dorff, head of the International Corporate Group at Brown Rudnick, said: “Building on our market-leading intellectual property capabilities in the US, the appointments of Steven and Claire greatly expands our expertise in this area in London and is a clear indication of the firm’s ambitious growth plans for this particular practice area."

Tom Meyers, head of Brown Rudnick’s Intellectual Property Group and Co-Chair of the Global Life Sciences Group said: “We are extremely pleased to welcome Steven and Claire to the team. They bring a wealth of experience and expertise in IP, which we know will be valued greatly by our clients.”

Opening of Brown Rudnick's Paris Office with Strong MENA Focus

The recently opened Paris office is co-headed by Sébastien Bonnard and Nicholas Tse. Sébastien joined from Lacourte Raquin Tatar along with Hervé Le Lay, Counsel. This new office further strengthens the firm’s international platform and enhances our ability to assist our international clients, in particular in Francophone jurisdictions in the Middle East & North Africa.

UPCOMING EVENTS

Life Sciences 2nd Annual Event

On Wednesday 12 November, Brown Rudnick's Global Life Sciences Group will host its second annual Life Sciences event in the London office. We'll feature a panel discussion from leaders in the industry on "Life Sciences: The Impact of Consolidation and Mega Mergers," followed by a drink and canapé networking reception.

RECENT EVENTS

Corporate Associate Event

On Thursday 8 May, a collection of London's brightest young entrepreneurs and Corporate Financiers joined the Corporate Associates for an evening of networking fuelled by cocktails the likes of which had never been seen before (most notably the "Hostile Takeover"). The group was divided up into elite teams of mixologists with the evening culminating in each team presenting their creation to the group. The winner's creation was titled "Sacrificial Lamb" and although no Associate was on the winning side the Associates consider the night to have been a great success.

"Boom or Bubble?" Technology Event

On 30 April, Brown Rudnick hosted the "Boom or Bubble?" seminar and networking reception for the technology community. Guests heard from an expert panel of corporate financiers and listed companies about their experiences with the public markets and IPO trends. The featured speakers included:

  • Marcus Hanke - CEO of 1Spatial Plc 
  • Dru Danford - CEO of Shore Capital and Corporate Limited 
  • Shaun Dobson - Head of Corporate Finance at N+1 Singer 
  • Gavin Petken - Regional Director at Business Growth Fund Plc 
  • Claudio Alvarez - Director at GP Bullhound

Annual Brown Rudnick London Summer Party

On Thursday 5 June, Brown Rudnick welcomed clients to join them for the annual summer party, hosted at the London office. With over 400 attendees enjoying the scalextric track, Casino, the 5 bars throughout the building, including on the sunny rooftop and live music performed by members of our Corporate team, the event successfully brought together clients from across all practices areas.

Africa Seminar

On 18 September, Brown Rudnick hosted a seminar entitled "Non-Bank lending to African based investment opportunities - the primary and secondary market." The discussion, led by key players in the African investment community, included topics such as security, exit strategies and sourcing opportunities. The setting was a question and answer structure with a view to share experiences.

RECENT DEVELOPMENTS/ARTICLES

Equity-Based Crowdfunding: An Outline
By: Nick Vasquez

It's a recent and rapidly evolving asset class, and with the FCA recently giving its guarded blessing, crowdfunding is growing in profile and importance in the start-up world. It is being used raise cash for everything from small theatre productions for £1000 to groundbreaking new technologies for over £1 million. There are several forms of "crowdfunding", including some that help with pure donations, pre-payments or rewards, such as Kickstarter, where no ownership or profits are given up but "rewards" related to the project being funded can be offered to donors instead, or loan-based investments. Here is a quick introduction to equity crowdfunding - cash for shares - in the UK.

Social Investment Tax Relief
By: Tracy Fisher and Eon de Quelen

A new Social Investment Tax Relief ("SITR") was announced in this year's Budget in an effort to encourage new investment in social enterprises. When the Finance Bill comes into law in July, investors will be able to take advantage of this relief for eligible investments made from 6 April 2014. The rate of the relief is 30%, which is in line with the Enterprise Investment Scheme and Venture Capital Trusts. The new SITR will benefit entrepreneurs with social impact businesses, and reverse current tax disadvantages for investors looking to provide capital to small social enterprises.

To read the full article, please click here.

A Few Tips and Traps to Avoid When Forming a UAE Free Zone Company in Dubai
By: Mark Dorff and Eon de Quelen

The United Arab Emirates (UAE) is becoming an increasingly attractive destination for companies to do business given its stability, low tax and efforts to modernise its business law regime. The Emirate of Dubai (Dubai) in particular is becoming a popular city for companies to set up, driven by the benefits that free zones have to offer. However, incorporating a free zone company in Dubai can be complicated. This article looks at what a free zone is; the advantages and disadvantages of incorporating a free zone company; what the free zone incorporation process is; and finally provides a series of tips and traps to avoid.

To read the full article, please click here.

Russia opting for "de-offshorisation"
By: Peter Wozny

Faced with a need to shore up tax revenue, stagnation in GDP growth and economic sanctions as a result of the Ukraine crisis, President Vladimir Putin has implemented his first measure in order to bring major companies back into the Russian taxman's orbit. As Russia's state expenditure grows, Putin believes that "de-offshorisation" is the key to balancing the state budget, as was done in 2013 by raiding the country's oil industry's piggybanks. These proposed rules are under public discussion and

To read the full article, please click here.

DEAL HIGHLIGHTS

Social enterprise investment from Impact Ventures SA, SICAV-SIF by way of secured loan to K10 Limited (undisclosed sum)
In February 2014, Sophie McGrath (assisted by Eon de Quelen) advised Impact Ventures on its secured loan to K10 Limited, an apprenticeship trainer and supplier to the construction industry. This transaction was the first social impact transaction by Impact Ventures in the UK. Impact Ventures, an affiliate of LGT Venture Philanthropy, is a social impact fund set up to try and support organisations with outstanding social and environmental impact. It strives to increase the sustainable quality of life of less advantaged people by inspiring clients to undertake active philanthropy by providing individualised philanthropic advice and investment implementation. Due to a component of the loan provided by Impact Ventures deriving from Big Society Capital, the loan had to be structured so as to ensure compliance with the Market Economy Investor Principle under Big Society Capital State Aid guidelines.

Acquisition by Quintessential Brands of the entire issued ordinary share capital of First Ireland Spirits Company Ltd
In April 2014, Tim Matthews (assisted by Bernard McEvoy, Eon de Quelen and Chithra Rengamannar) advised Quintessential Brands on its EUR 7,000,000 acquisition of First Ireland Spirits Company Ltd, Ireland’s largest independent producer of Irish Cream Liqueurs and Irish Country Creams. The acquisition process, which was subject to Irish law, was governed by way of an offer document due to the large number and different locations of shareholders around the world. The consideration used by Quintessential Brands for the acquisition consisted of debt and equity. The debt component was provided by Allied Irish Bank PLC (by way of secured term loan and overdraft facilities) and AIB Corporate Finance Ltd (by way of invoice discounting facilities), through First Ireland Spirits Company Limited and its subsidiaries, to Quintessential Brands and required Irish financial assistance regulations to be satisfied. This complex cross-border transaction saw Brown Rudnick's London and Dublin offices work together to ensure the transaction satisfied all Irish law requirements in a timely manner.

Sale of a 93.5% stake in Tarte Cosmetics Inc to Japan-based Kose Corporation for $135 million
In April 2014, Chris Hagan and John Storz, Partners in the firm's New York office, represented the of the founder and CEO of Tarte Cosmetics Inc., a cosmetics company specializing in makeup and beauty products that are eco-friendly and cruelty-free, in the sale of a 93.5% stake in the company to Japan-based Kose Corporation for $135 million.

Brown Rudnick Advises uberVU
Earlier in the year, the team advised uberVU, an innovative social analytics solution, on its sale to Hootsuite, the world’s most widely adopted social relationship platform, based in Vancouver, Canada.

As well as representing uberVU’s Romanian-based Founders, Brown Rudnick advised all shareholders in the company, including specialist technology seed investors, Seedcamp and Eden Ventures.

Commenting on the deal, Mark Dorff, head of Brown Rudnick’s International Corporate Team, said: “UberVU is a longstanding client of Brown Rudnick’s and we are delighted to have been able to assist them on this important transaction, which represents an exciting growth opportunity in the social media space.”

“The deal presented a number of challenges including working to extremely tight timescales. The Firm was also tasked with managing key deal players and issues across a number of time zones and geographies, including Canada, the USA, the UK and Romania.”

“This transaction is yet another example of Brown Rudnick’s international capabilities which are unrivalled for a firm of our size. Having acted on a wide range of complex deals in over 50 countries, our ‘global boutique’, which spans from Southern California to Paris, means we are well positioned to advise on high-profile, multi-jurisdictional corporate transactions on behalf of our clients.”

Mark Dorff led the Brown Rudnick team, which also included Alex Riches and Peter Wozny in London and lawyers from the Firm’s offices in New York and Boston.

Three recent deals for Highland Capital Partners
Brown Rudnick has in the last few months acted for Highland Capital on various cross-border venture capital matters.

Mark Dorff and Nick Vasquez advised on both the Series C round for Outfittery, where Highland were the lead investor a German online fashion retailer, and on another German transaction. The team acted with the able assistance of German Law Firm Network partners Haver & Mailander.

Mark and Alex Riches also advised on the Series B round for Runtime Collective Limited, (trading as "Brandwatch") in the UK which was led by Highland Capital. Brandwatch is in the social media analytics space and the deal furthered the team's expertise in the online analytics sector and the unique DD challenges the sector presents.

Brown Rudnick has worked with the Highland Europe team on numerous deals over the years and these are great examples of our ability to support blue chip European VC on cross-border deals around Europe. We have now advised Highland on deals in the UK, France, Spain and Germany.