We combine our history with the pursuit of excellence

ESTABLISHED 1784 OUR FIRM

GRM LAW

CONTENTS

03 Corporate

05 Employment and Immigration

07 Inward Investment into the UK

08 Private Client

09 Property

10 Litigation, Mediation, Alternative Dispute Resolution

As the partnership Gregory Rowcliffe Milners, GRM Law has a rich and diverse history of client service over a period of more than 200 years. We combine our history and the experience that the firm has derived from it with the singleminded pursuit of excellence in our chosen areas of practice. We offer these specialist services to businesses and to individuals both within the UK and internationally.

At the forefront of our client offering is the ability to provide workable solutions to complex legal problems and a flexible and pragmatic approach to the charging of fees for our services.

Genuine teamwork is also important to us, both to reflect our collegial ethos internally and to benefit our clients externally.

This, together with our extensive network of professional contacts, ensures that we are able to offer a comprehensive, flexible and cost effective client service.

COMPANY & COMMERCIALWe provide legal advice to both public and private companies. We can help you buy in, buy out, purchase or sell assets, incorporate or reconstruct and we can assist with Stock Exchange and AIM listings or share issues. We can also assist in facilitating business relationships such as joint ventures, partnership arrangements and share options. When it comes to protecting the fruits of your labour, we have specialists in commercial and consumer protection – intellectual property, licensing and exploitation agreements.

FINANCE We have seasoned practitioners who have experience of having practiced as partners in some of the world’s largest law firms. We are able to punch well above our weight in derivatives, debt capital markets, leveraged finance and structured finance. Our clients include hedge funds, private equity funds, international firms of accountants and corporates. The majority of our work is international in nature often involving cross-border issues on which we advise in co-operation with our foreign desks and, where appropriate, specialists in other jurisdictions with whom we have longstanding professional relationships.

CORPORATE

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COMPANY AND COMMERCIAL

Examples of transactions in which our lawyers have been involved include:

• Representation of Not to Scale LLP on its management buy-out.

• Representation of Tri-Wall Ltd on the acquisition of a manufacturing business and its assets in the UK.

• Representation of Donegal Creameries PLC on the share acquisition of A.J. Allan, a Scottish potato seed distributor.

• Representation of Donegal Creameries PLC on a joint venture and the share acquisition of Bio Green Foods, a drinking yogurt manufacturer.

• Representation of Media Generation Group on various share sales of exhibition subsidiaries to QMDI, a Qatari company.

• Advising on a joint venture between German, French and UK based media companies.

• Advising on the acquisition of a number of Jersey companies by a German listed company.

• Advising on the sale of a German company in the chemicals sector.

• Advising on various cross border mergers under the European Cross Border Merger Regulations between German and UK based companies.

• Advising on the acquisition, through a competitive bid process, of a substantial auto engineering business on behalf of German buyers.

FINANCE

Examples of transactions in which our lawyers have been involved include:

• Representation of OC Finance S.A. in relation to its £2 billion secured retail note programme and its £2 billion secured wholesale note programme.

• Representation of Wellesley Finance Plc in relation to its £500 million secured retail note programme.

• Representation of BCP Securities LLC and Banco de Valores in relation to the $150 million financial trusts program established by the Province of Chubut in Argentina pursuant to which Chubut sold hydrocarbon royalty backed securities.

• Representation of Bank Hapoalim on a multi-million dollar loan for the purchase and refurbishment of US data centres.

• Representation of Apollo Real Estate Advisors on its €267 million purchase of a retail development in Istanbul, Turkey from French supermarket giant Carrefour and Turkish property company Sabanci.

• Advised various creditors of LBIE and other Lehman entities on the termination and settlement of derivative contracts.

• Representation of Merrill Lynch in the restructuring of the residential mortgage origination business of Edeus Mortgage Creators Limited.

• Representation of General Electric Capital Corporation in the acquisition of a large portfolio of senior secured and revolving loan agreements in the US, UK and Germany from Lehman Brothers Inc.

• Representation of Xerox UK in complex pan-European financing transactions relating to receivables in the UK, France, Germany, Spain and Italy.

• Representation of Sanpaolo IMI S.p.A. as issuer and guarantor and its subsidiaries on its €20 billion medium term note programme.

• Representation of Sanpaolo IMI Bank Ireland Plc as transaction counsel in respect of the establishment of a €3 billion commercial paper and certificate of deposit programme.

• Representation of JP Morgan and Société Générale as co-arrangers of a $5 billion senior acquisition financing facility for Pernod Ricard S.A. in relation to the acquisition of Seagram’s spirits and wine division.

• Representation of Deutsche Bank on the establishment of a AAA rated credit derivatives product company, NewLands Financial Limited.

• Representation of Citibank as lead arranger of a Euro CDO offering by Highlander Euro CDO IV, BV.

• Representation of Société Générale as the arranger, lead manager and sole book runner in a €1.04 billion securitisation of a portfolio of residential mortgages originated by 43 Italian banks.

• Representation of Highland Capital Management Europe Ltd as investment manager of Highlander Euro CDO BV, Highlander Euro CDO II BV and Highlander Euro CDO III BV.

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“We are able to punch well above our weight in derivatives, debt capital markets, leveraged finance and structured finance.”

EMPLOYMENT & IMMIGRATION

We deal with every aspect of the complexities of employment law, industrial relations, and immigration. Our approach is proactive and supportive. We can help prepare the ground for mutually beneficial relationships between employer and employee by formulating effective employment agreements and guidelines based on proven experience. However, if conflict becomes unavoidable, we can support you through negotiation and conciliation. Where necessary we conduct cases before Employment Tribunals and through the Courts, tackling problems such as unfair dismissal, redundancy, discrimination and restraint of trade.

In addition we can assist you with all your business related immigration queries including advice on how to comply with the immigration status checks required for all new employees and assistance with the visa and entry clearance application process in respect of non-EU hires. This includes advising on the most appropriate visa for your employees based on their nationality and background and assisting you with obtaining the correct licence to sponsor.

“Where necessary we conduct cases before Employment Tribunals and through the Courts, tackling problems such as unfair dismissal, redundancy, discrimination and restraint of trade.”

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EMPLOYMENT & IMMIGRATION

Examples of transactions in which our lawyers have been involved include:

• Representation of a High Commission regarding the employment law aspects of a restructuring and reorganisation of its operations.

• Representation of a charity regarding collective and individual employee consultation and agreed redundancy arrangements under compromise agreements and general employment law advice regarding all aspects of employment law.

• Conduct on behalf of an international group of companies headquartered in the UK of an employment tribunal claim by the group’s former MD alleging unfair dismissal and discrimination and victimisation on the grounds of whistleblowing.

• Acting in relation to the employment aspects of a merger between two trade associations, involving TUPE issues, collective and individual consultation and agreed severance arrangements under compromise agreements.

• Acting in relation to the employment aspects of outsourcing agreements, including substantive contentious and non-contentious issues associated with TUPE.

• Representation of an independent US University in the UK regarding all aspects of employment law.

• Representation of a foreign Embassy regarding all aspects of UK employment law.

• Representation of international and league football managers regarding employment issues.

• Representation of a voluntary regulator in the security industry on all aspects of its operations, including the internal organisation and management of the group and the implementation and application of its regulatory function.

• Conduct on behalf of an employer of substantial discrimination and victimisation proceedings.

• Representation of various substantial manufacturing companies on the implementation and management of employment policies.

• Acting in relation to various cross border employment issues for a number of German and Italian businesses.

“We advise on the most appropriate visa for your employees based on their nationality and background and will assist you with obtaining the correct licence to sponsor non-EU employees.”

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Although barriers to international trade are breaking down and overseas investment into the UK is growing, significant differences still remain between countries in terms of legal structures, regulations and business practices. Without specialist legal advice these can represent expensive and obstructive pitfalls for the unwary.

We have the reputation of being a “go to” firm for advice in connection with all aspects of inward investment into the UK. We have close links with the relevant chambers of commerce – in London and in their home jurisdictions – and also with UK Trade & Investment which is responsible for assisting UK-based businesses to succeed in international markets and the encouragement of overseas companies to develop their businesses within the UK. Additionally, we are a Commercial Partner of London and Partners, the inward investment agency for London.

Our international desks represent a core element of this practice. They cover Germany, Italy, Korea, France, Spain, Switzerland, Austria and the Czech Republic.

We have a truly unique practice in the UK in having the only Korean national, fully qualified as a lawyer in her home jurisdiction, heading our Korean desk. On our Italian desk, we have two Avvocati, one of whom is also qualified as a solicitor in England & Wales. Our German desk is headed by an English solicitor who is also a qualified Rechtsanwalt and our French, Spanish, Swiss, Austrian and Czech desks are staffed by English solicitors who are fluent foreign language speakers and who have strong business and professional connections with their desk’s home jurisdiction. All of these lawyers have the benefit of a full support team in our London office including our corporate, finance, insolvency & restructuring, litigation, property, employment and immigration lawyers.

We have a long-established and ever-increasing base of overseas clients, both commercial and private and our breadth of contacts in other professions such as accountancy, property and finance means we can provide a rapid and comprehensive service regardless of the issue involved.

“We have the reputation of being a ‘go to’ firm for advice in connection with all aspects of inward investment into the UK. We have close links with the relevant chambers of commerce – in London and in their home jurisdictions – and also with UK Trade & Investment.”

INWARD INVESTMENT INTO THE UK

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TAX PLANNING AND INVESTMENTWe are specialists in the fields of lifetime and post-death tax planning and the administration of trusts and estates. We work from the basic principle that tax measures should be convenient and not require fundamental changes to a person’s way of life.

Our lawyers are highly experienced and provide a professional yet friendly and personal service; our concern is to ensure that each individual has appropriate and ongoing support and advice in respect of the management of their affairs.

We also have links with reputable Independent Financial Advisers to whom we can confidently refer clients who are in need of tax products and/or general financial advice.

Our services encompass both UK nationals and also other nationalities who are living in the UK. Foreign residents or UK nationals living abroad are often subject to the laws of more than one country and we are accustomed to liaising with specialist lawyers and accountants overseas in order to set up structures to optimise their global position.

FAMILY AND MATRIMONIALDivorce and other family law problems present a special challenge to lawyers. Whilst our natural approach is to be sensitive, conciliatory and practical we will, when needed, be robust in contested situations - where the interests of the client and any children concerned will be paramount. We work hard to meet the challenge of these contrasting demands, but at the same time we never lose sight of common sense and a cost-effective result for our clients.

We have specialist practitioners accredited by Resolution (formerly the Solicitors’ Family Law Association) and the Law Society. Our expertise in the financial aspects and tax consequences of separation and divorce can represent a source of vital practical assistance at a troubling time. We are adept in handling the interests of children in family conflicts, including those with an international dimension.

PRIVATE CLIENT

“We are specialists in the fields of lifetime and post-death tax planning and the administration of trusts and estates.”

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Our versatile and committed team advise a broad range of clients across the complete spectrum of their property needs. Our clients include institutional and private investors, both domestic and off-shore, funders, corporate occupiers, developers, retailers, hotel owners, manufacturers, embassies, charities and education and arts institutions.

Whatever your sector we aim to get to know you and your business to understand its objectives, enabling us to take a strategic approach to your present and future property needs and play an integral part of your decision-making process.

Our team provides services relating to the acquisition, disposal and financing of all types of commercial property assets.

The practice advises both corporate occupiers and landlords on the maximisation of the value of those assets, which could be through lease re-gearing to release “hidden value” or to facilitate future exit or expansion strategies to meet changing business needs. But we have not lost sight of the need for robust advice on the issues that arise on a day to day basis, and our specialist landlord and tenant lawyers have a wealth of experience in this area and can call on the services of our contentious property practice as necessary.

PROPERTY FINANCEWe structure the financing of property investment and development for lenders, investors, property funds, property companies and developers across Europe.

Our work also includes refinancings, structured financing, sale and leasebacks and hedging.

INTERNATIONALThanks to GRM Law’s ever-expanding international practice, the property team is adept at advising overseas investors entering the UK property market, and also has international project management capabilities, giving support to our corporate colleagues in cross-border transactions, as well as assisting domestic clients with the complexities and risk issues associated with their overseas property assets.

PRIVATE CLIENTWe also have a thriving specialist private client team focused on high-end residential sales and purchases (including leasehold enfranchisement) as well as the management of private landed estates.

Examples of transactions in which our lawyers have been involved include:

• Sales and purchases of petrol stations for redevelopment.

• Acquisition of a prime West End site for a mixed office and retail development.

• Purchase and disposal of a chain of public houses for redevelopment.

• Acquisition of former Church property for conversion to a boutique hotel via a development lease.

• Project management of the acquisition by a global business of a lease of high-profile central Paris office space.

• Acquisition of a significant commercial property portfolio comprising office developments and a shopping centre by a joint venture funded by a US investment company.

• Share purchase by a US investor of two country house hotels.

PROPERTY

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We are highly experienced in all aspects of commercial litigation including judicial review, regulatory and public law issues and have specialist expertise in areas such as commercial property litigation that can provide you with invaluable insights into the wider picture relating to your problem. Our areas of expertise include, but are not limited to:

• Contract disputes

• Intellectual property

• Data protection issues

• Negligence and/or health and safety issues

• Agency disputes

• Commercial property litigation

• Partnership disputes

• Debt recovery

• Injunctions

Dealing with a dispute, although unavoidable at times, can be expensive, time-consuming and distracting. It can also, in some circumstances, have a negative impact on your organization’s brand and reputation. For these and many other reasons we recommend seeking expert legal advice at the outset of the problem in order to clarify your options and their implications.

These days taking legal action no longer means issuing court proceedings. Alternative Dispute Resolution (ADR) is now the preferred route, offering a more informal, flexible and generally less expensive way forward. ADR can take many forms including mediation, arbitration and adjudication and we will be pleased to discuss which of these might be the best way forward for you.

LITIGATION, MEDIATION, ALTERNATIVE DISPUTE RESOLUTION

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GREGORY ROWCLIFFE MILNERS

1 Bedford Row, London WC1R 4BZt +44 (0)20 7242 0631

law@grm.co.ukgrm.co.uk

Authorised and regulated by The Solicitors Regulation Authority. SRA No. 68427