Holman Fenwick Willan

LAWYERS FOR INTERNATIONALCOMMERCEGENEVA

We assist our clients to finance, develop and grow theirbusinesses, to guard against risks, to access new markets, todeal with fast-changing international regulations and to resolvedisputes should they arise.

Our team has extensive experience in the world of internationaltrade and shipping and is dedicated to serving the needs ofour clients in a practical, tailored and commercial manner.

In addition to our office in Geneva, we have an internationalnetwork of 13 offices, including the key trading hubs ofLondon, Singapore, Dubai and São Paulo. With our worldwidenetwork, we are able to provide our clients with a seamlessservice 24 hours a day.

What we do

Trade

Our worldwide clients include multinational energy andchemical companies, coal and metal traders, soft commoditytrading houses, trade finance banks, governments and theiragencies, brokers, insurers and trade associations.

We have many years’ experience of dispute resolution incommodity matters, and have been involved in leading casesin the law of commodities.

We can advise on the following trades and issues:

n Crude oil & products.

n Gas (including LPG/LNG).

n Power.

n Biofuels (including ethanol and methanol).

n Coal.

n Biomass.

n Metals.

n Concentrates.

n Trade finance.

n Freight.

n Derivatives.

n Sanctions.

n Soft commodities (including grain, vegetable oils, seedsand soybeans, rice, sugar, cotton, coffee and fertilisers).

Shipping

The firm is widely acknowledged to be the leading specialistadvisers to the international shipping sector. We representshipowners and charterers as well as P&I Clubs, banks,international agencies, shipyards, insurance underwriters,governments and brokers. We believe that our ability to seetransactions in their commercial context leads to a pragmaticapproach, enabling us to assist our clients in overcomingproblems and reaching practical solutions.

As long-term specialist maritime lawyers we have a soundunderstanding of how the market works across dry shipping,admiralty and crisis management, piracy, insurance andtransactional work.

Finance

Transactional HFW advises on all forms of finance, including syndicated,club and bilateral debt financings as well as leasing, exportcredit financings, seller’s credits, derivatives and other creditenhancement products, bond issues and other forms ofcapital raising

Areas of expertise include:

n Project finance.

n M&A.

n Joint ventures.

n Management buy-outs and buy-ins.

n International structures for industrial trading groups.

n Issues of debt and equity.

n Secured and unsecured lending.

n Corporate restructuring and insolvency.

n Regulatory issues.

HFW offers a comprehensive range of transactional and dispute resolutionlegal services to the international trading and shipping communities.

WHY CHOOSE HFW FOR YOUR LEGALNEEDS IN GENEVA?

Trade financeOur trade finance practice combines thorough knowledge ofkey sectors and specific commodities, with banking expertise.It is common for our banking lawyers to work closely with ourcommodities lawyers when advising on finance matters. Weprovide a full service to clients across this market: producers,financiers, traders, transporters and end users.

Our trade finance expertise is spread across a broad rangeof commodities: oil and gas, soft commodities, coal, metalsand minerals, power and freight; and structures: projects, pre-export financings, revolving trade facilities, prepayment,advanced payment facilities, documentary credits, letters ofcredit, CMAs, credit insurance and export credit insurance.

As Basel III rules are implemented nationally, many largebanks are reducing their trade finance departments. Basel III isnot the only reason for this trend however. Many nationalregulators are realising the danger that the systemicallyimportant financial institutions present to their economies.In order to make those banks safer, they impose additionalcapital requirements and other restrictions. Smaller banks areoften not subject to those restrictions. In our view this presentsan opportunity for smaller banks to enter into the business oftrade finance. We can advise banks on all issues of financialregulation to facilitate their entry into this lucrative area ofbusiness.

International Arbitration

HFW’s global international arbitration practice assists clientsinvolved in disputes in virtually any legal system, both commonlaw and civil law – from assisting in drafting appropriatedispute resolution clauses through to advising on andappearing in arbitrations, and assisting on the eventualenforcement of arbitral awards.

Our experience over the years has meant that we have cometo know the most suitably qualified arbitrators and expertwitnesses, as well as the best arbitral institutions to administerany proceedings. HFW partners can also serve as arbitratorsand have been instructed as expert witnesses in arbitrations.We have advised both arbitral bodies and governments ontheir arbitral rules and legislation. Our global internationalarbitration team has significant experience in conductingarbitrations across the key industry sectors in which HFWspecialises.

Swiss Rules of International Arbitration In order to promote institutional arbitration in Switzerland andto harmonise the existing rules of arbitration, the Chambers ofCommerce and Industry of Basel, Bern, Geneva, Neuchâtel,Ticino, Vaud and Zurich have adopted the present “SwissRules of International Arbitration”, which replace the formerlydifferent rules of international arbitration of these Chambers.

Our Swiss lawyers can advise on all aspects of these rules andcan help choose suitable arbitrators.

ICC We have extensive experience of arbitration before the ICC.Our lawyers have participated in:

n Dispute over the ownership of the PolishTelecommunications Operator, involving a claim in excessof €3 billion.

n Dispute between a Russian precious metal miningcompany and its financiers, relating to withdrawal offunding for projects in the CIS.

n Dispute involving construction of a natural gas refinery inYemen by a Western European oil company.

n Dispute over construction of a major pipe-laying vessel.

n Dispute worth over US$100 million involving an East Asianpetroleum corporation in connection with allegations offraudulent preparation of trading contracts by a counterpartin another nationally owned petroleum corporation in thesame region.

Offshore Corporate Structuring

We are familiar with and can assist in establishing corporatestructures to facilitate transferring assets between jurisdictions,organising trading companies in offshore jurisdictions tominimise tax exposure and organising holding companies tominimise taxes and maintain privacy.

Offshore tax planning is an extremely complex area and therelevant tax legislation, as well as the practices of local taxauthorities, can change quickly. HFW has a substantialknowledge base and resources to constantly track thosechanges and provide the most current and practical advice.

Offshore tax planning involves two key components:understanding the tax rules in one’s country of residence andunderstanding the tax regimes of other countries. HFW’sglobal presence and network of correspondent lawyers innumerous countries provide it with an unrivalled expertise inthese issues.

We have advised on the use of various offshore strategiesincluding the following:

n Deferring tax payments.

n Income stripping, and use of offshore finance companies.

n Offshore intellectual property and licensing agreements.

n Transfer pricing and structuring transactions betweenrelated parties.

n Restructuring, e.g. interposition of offshore companiesbetween companies in non-offshore jurisdictions and theirshareholders.

n Using holding companies.

Our lawyers have set up companies and other entities invarious jurisdictions: those that have no income taxeswhatsoever, those that do not tax foreign income and thosewith simply low taxes. The jurisdictions that we have worked ininclude, among others:

n British Virgin Islands.

n Belize.

n Panama.

n Marshall Islands.

n Cayman Islands.

n Cyprus.

We have advised clients on the use of:

n Offshore trusts.

n Foundations.

n International business companies.

n Cell companies.

n Structures which combine these entities.

Public Administrative International Law

Public administrative international law is the set of legalprinciples which govern the exercise of power by public bodiessuch as international organisations.

HFW’s Geneva office is pre-eminent in working withinternational organisations, having a leading practice in thisarea and a wealth of specific experience in this specialist field.The number of clients we represent is testimony to ourcontinuing success and reputation in the law of theinternational civil service. We have represented leadcomplainants in class actions against various internationalorganisations on issues such as reduction of pension benefits,changes in salary adjustment procedures, abolition of posts,discrimination, harassment and others.

Swiss Civil Law Issues

Our Swiss lawyers can provide advice on a wide range ofSwiss law issues and have experience in many fields,including:

n Corporate law: setting up companies and corporatestructures, drafting articles of association and shareholderagreements.

n Commercial contracts: reviewing and drafting commercialagreements which are governed by Swiss law, such as saleand purchase agreements or construction contracts.

n Litigation and arbitration: conducting arbitrations relatingto contracts governed by Swiss law, providing advice onattaching assets and enforcing arbitral awards.

n Employment: drafting employment contracts, advising onlabour relations.

n Banking: advising on bank guarantees, trade finance andon regulatory aspects.

n International sanctions: advising on the implementationof international sanctions in Switzerland.

n Insurance: reviewing and providing advice on insurancepolicies and claims.

n Immigration: advising on obtaining work and residencypermits and assisting in dealing with immigrationauthorities.

In addition to our office in Geneva, we have an international network of 13 offices, including thekey trading hubs of London, Singapore, Dubai and São Paulo. With our worldwide network, we areable to provide our clients with a seamless service 24 hours a day.

Our commitment to GenevaWe are involved with a number of organisations and in anumber of initiatives allowing us to use our knowledge andexpertise to the benefit of the trading and shipping communityin Geneva.

n We are members of the Geneva Trading and ShippingAssociation (GTSA) and participate in a number of theirworking groups.

n We are involved in the joint GTSA/CCIG (Geneva Chamberof Commerce and Industry) initiative to establish acommodity arbitration centre in Geneva.

n Our lawyers teach on the HEC Commodity TradingDiploma and Master courses and on the CommodityCourse offered by the HEG.

n We run an annual series of seminars on topics of interest tothe trading and shipping community.

n We are active members of the Propeller Club of the Port ofGeneva and of the British Swiss Chamber of Commerce.

n In addition to the annual seminar series we offer, we alsoorganise one-off conferences on topics of interest, such asthe changing world of trade finance.

n We provide training courses on shipping and trading issuesfor clients. These might be on Incoterms, demurrage,bills of lading, letters of credit, passing of title and risk,insurance or on any other legal topic related to trading andshipping.

n We provide clients with access to tailored knowledgemanagement and case files relevant to their needs.

KEY CONTACTSFor further information about our capabilities in Geneva, please contact anyof the following:

Jeremy Davies PartnerT: +41 (0)22 322 4810jeremy.davies@hfw.com

Matthew Parish Partner T: +41 (0)22 322 4814matthew.parish@hfw.com

Sarah Hunt Senior Associate T: +41 (0)22 322 4816sarah.hunt@hfw.com

William Hold Associate T: +41 (0)22 322 4811william.hold@hfw.com

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