Cross Border Financing Guide - Clifford Chance · The Cross Border Financing Guide ... There are various ways to use the guide: ... Our Sector-focused Alerters - Concise email digests

Cross Border Financing Guide

2

Cross Border Financing Guide 1

Global reach 2

Critical issues covered 4

Tailored report 5

Comparative table 6

Tax issues 7

Online services – other products 8

Finance and Capital Markets 11

Key contacts 12

Contents

1

Cross Border Financing Guide

The Cross Border Financing Guide (CBFG) is an on-line, fast and user-friendly resource.

Designed for business users, it provides a concise and practical overview of the keylegal issues faced by participants when structuring a cross-border financing. It willenable your team to anticipate hurdles and help with its decision making process. It isupdated regularly.

Structuring and executing cross-border financings can be difficult and highly complex, particularly when security is taken. CliffordChance’s Cross Border Financing Guide helps potential borrowers, lenders, arrangers and their advisers to scope complex cross-border secured and unsecured financings and to analyse issues, optimise structures and ensure swift execution.

There are various ways to use the guide:n You can quickly produce a tailored report covering your

choice of issues in over 20 jurisdictions.

n You can create comparative summary tables to assess thedifferences between the laws of various countries.

n You can create a comprehensive guide to issues of interest toyou in a particular country.

n You can access a withholding tax matrix showing you thebasic withholding tax rates.

For example, in a couple of clicks you can find answers toqueries such as:

n Can Hungarian companies give up-stream and cross-streamguarantees?

n Can you take security over Russian book debts?

n Are there any substantial fees for mortgages over real estatein Brazil?

n What are the withholding tax issues for Singapore borrowers?

n Do you need to notarise Belgian law documents?

n Is there a financial assistance problem in Sweden?

The CBFG is accessible 24/7 and is set out in a clearly structured and readable format, enabling you to find the answer to your queryeasily. It is updated regularly by finance lawyers across the jurisdictions and is supported by our dedicated on-line services team. TheCBFG provides contact details which will direct you to finance lawyers in the relevant jurisdiction if you are looking for more detailed advice.

We currently cover over 20 jurisdictions across the world.

Global reach – over 20 jurisdictions covered

2

3

Jurisdictions covered

Jurisdictions covered:

Belgium

France

Hong Kong

Japan

The Netherlands

Russian Federation

Spain Sweden

UAE

USA Vietnam

Hungary

Czech Republic

Germany

Italy

Luxembourg

Poland

Singapore

Thailand

UK (England and Wales) UK (Scotland)

Brazil

4

Critical issues covered

The guide categorises key information under the following headings:

n Executive Summary

n Recent Developments

n Principal concerns and items to note

n Issues of particular complexity

n Types of business entity

n Guarantees

n Security: General

n Security over the business

n Security over commonly secured assets

n Security over other assets

n Shared security (security trustee / security agent)

n Transferability of loans and security

n Corporate benefit

n Financial assistance

n Priorities

n Insolvency

n Summary of tax concerns

n Fees and expenses

n Execution of Documents

Tailored report

It is quick and easy to generate a tailored report focussed on the jurisdictions and issueswhich are relevant to your transaction.

Below is a sample tailored report which shows the financial assistance issues in Belgium andHong Kong:

5

6

Comparative table

You can produce a comparative table containing summaries of issues in relevant jurisdictions,hyperlinked to more detailed information.

Below is a sample table showing a comparative analysis of whether it is possible to takesecurity over commonly secured assets in the Czech Republic, Germany, Russia and Thailand:

7

Tax issues

Summary of Tax Concerns Each jurisdiction contains a summary of the tax position in that jurisdiction on a rangeof tax issues such as withholding tax, stamp duty and thin capitalisation.

Withholding Tax MatrixThere is an easy reference tax matrix which provides a general guide to the rates ofwithholding tax between the different jurisdictions.

A sample of part of the matrix is shown below:

��

��

�!� �� "�� #� ��

��$%&'() ��

��

�

��*+'% ��

��

��+$,-��$.(/%', ��

��

��*0,$ ��

��

� �

��$�)*01 �� 2� ��

�

��0&��0& ��

�(0&*�1 ��

��

��3*%1 ��

��

�*.*0 ��

��

� � � � � � �

��

� � ��$/�(*�1��

� � � � �

� � � ��

� �

� � � � � � � � � � �

� � � � � � �

� � � � � � ��

� � � � � � � � � � �

� � � � � � ��

� � � � � � � � � � � � � � � � � � � � � � � � �

� � � � �

� � � � � � � � ��

��!��"�� #

�� "��

8

Online services – our other products

Our Sector-focused Alerters - Concise email digests of ‘mustknow’ legislative and regulatory developments from around theworld, which can be personalised to suit the jurisdictions andindustry sectors of individual interest.

Each alert highlights the key issues with links to more in depthanalysis, third party websites and Clifford Chance experts.

Alerter: Finance Industry - This alerter focuses on legislative,regulatory and market changes in banking, insurance andinvestment services around the world, providing you with dailyupdates on the global financial services markets, direct from keyinternational centres.

Alerter: Communications & Media - This Alerter focuses ondevelopments in the fast moving European Communications &Media markets, covering fixed and mobile telecommunications,radio and television.

Alerter: Energy - This Alerter focuses on the increasingly openglobal energy sector. It covers gas, electricity, renewable energy,oil, nuclear, environmental and climatic trading, and generalenvironmental issues.

Cross Border Acquisition Guide - Structuring modernfinancing solutions can be difficult and highly complex. Accessinginformation critical to the proper structuring of a cross bordertransaction is essential to the success of a deal. This serviceprovides an overview of the legal issues faced, giving a higherchance of success.

Clifford Chance Global M&A Toolkit - A growing collection ofweb-based transaction tools and in-depth analysis of the mostimportant market and regulatory developments in M&A regimesacross the globe.

Feature Topics - The Feature Topics update pages containregulations made in response to changing conditions in thefinancial markets, as well as relevant client briefings, news,contacts and bank-specific information. There are currently twoFeature Topics pages:

n Lehman Update

n Short Selling Update.

COMPLY - With regulators taking an increasingly tough stanceagainst breaches of competition / antitrust and anti-corruptionlaw, there is a need for a robust compliance training tool foryour employees.

COMPLY trains, tests and monitors your employees on allrelevant aspects of competition / antitrust and / or anti-corruptionlaw. Compliance officers can also monitor progress through thereporting tool which makes COMPLY both a cost and timeeffective service to deploy.

Our other online services provide instant access to a variety of tailored know-howinformation and include:

The firm has nearly 130 partners and 500 associates engaged inbanking and finance deals around the world, making it one of the largestgroups in the market. Its depth is matched by its abilities, and it hasremained a key adviser to many large banking and corporate clients.

Sources say: “The firm’s offices are well joined up and benefit fromsuperb communication.” “The firm is well established around theworld, builds strong relationships with clients and is known for itssound commercial sense.”

Chambers Global 2011 – Banking & finance Tier 1

“

11

Finance and Capital Markets

Your Clifford Chance team offers applied expertise –based on our involvement in headline transactionsincluding acquisitions, refinancings, restructurings,real estate finance, project finance and asset finance.

Our substantial experience of working on cross-border financings of all sizes enablesus to make a valuable contribution right from the start as we can bring a wide rangeof legal experience and industry knowledge to each deal. We deliver cross-borderdeal expertise through a dedicated network of partners based across 21 countriesand 30 offices. We provide you with access to local teams of lawyers, workingtogether with one aim in mind: to achieve your business objectives.

Our integrated approach gives you access to complementary areas of law includingCorporate; Tax; Real Estate; Employment and Litigation/Dispute Resolution.

We work closely with your in-house team, keeping your commercial objectives atthe forefront of our thinking, to minimise any impact on your day-to-day business.

Senior Partner

Malcolm Sweeting T: +44 207006 2028E: [email protected]

Global Head of Banking and Finance

Mark CampbellPartnerT: +44 207006 2015E: [email protected]

Rob Lee PartnerT: +44 207006 2742E: [email protected]

London

Michael BatesPartnerT: +44 207006 2783E: [email protected]

Kate Gibbons PartnerT: +44 207006 2544E: [email protected]

Americas

Evan CohenPartnerT: +1 212878 8518E: [email protected]

Asia

Huw Jenkins PartnerT: +852 2826 3428E: [email protected]

Daniel Badea Managing Partner, Bucharest Banking &Capital MarketsT: +40 216666 101E: [email protected]

Key contacts

Continental Europe

Thierry Arachtingi Partner, ParisT: +33 14405 5292E: [email protected]

Robin Abraham Partner, Middle EastT: +971 43620 609E: [email protected]

12

Giuseppe de Palma Partner, ItalyT: +39 064229 1233E: [email protected]

13

Steve Jacoby Partner, LuxembourgT: +352 485050 219E: [email protected]

Alberto Manzanares Partner, SpainT: +34 91590 9490E: [email protected]

Mark Huddlestone Partner, AmsterdamT: +31 20711 9144E: [email protected]

Continental Europe

Yves HerinckxPartner, Brussels Finance & CapitalMarketsT: +32 2533 5901E: [email protected]

Grzegorz Namiotkiewicz Managing Partner, WarsawT: +48 22429 9408E: grzegorz.namiotkiewicz@

cliffordchance.com

Logan Wright Partner, MoscowT: +7 495725 6430E: [email protected]

Vlad Petrus Partner, PragueT: +420 22255 5207E: [email protected]

Riko Vanezis Partner, Germany Banking & CapitalMarketsT: +49 697199 3321E: [email protected]

Bas Boris Visser Managing Partner, AmsterdamT: +31 20711 9624E: [email protected]

Clifford Chance LLP is a limited liability partnership registered in England

& Wales under number OC323571. Registered office: 10 Upper Bank

Street, London, E14 5JJ. We use the word ‘partner’ to refer to a

member of Clifford Chance LLP, or an employee or consultant with

equivalent standing and qualifications.www.cliffordchance.com

© Clifford Chance LLP, November 2012

Clifford Chance LLP, 10 Upper Bank Street, London, E14 5JJ

Contact:

For further information please contact:

Online Services Helpdesk+44 20 7006 4444 [email protected]

Abu Dhabi Amsterdam Bangkok Barcelona Beijing Brussels Bucharest Casablanca Doha Dubai Düsseldorf Frankfurt Hong Kong Istanbul Kyiv London Luxembourg MadridMilan Moscow Munich New York Paris Perth Prague Riyadh (co-operation agreement) Rome São Paulo Seoul Shanghai Singapore Sydney Tokyo Warsaw Washington, D.C.Clifford Chance has a co-operation agreement with Al-Jadaan & Partners Law Firm in Riyadh J201206290041520