Introduction to Osborne Clarke OC India Group December 2010
Who we are A respected European law firm: With transactional strength in mid market and upper mid market Acting as primary adviser to upper mid market, AiM, FTSE350 clients and international equivalents With best-of-breed technical expertise and market know-how Imaginative and talented people who are: Bright, high performing and motivated Bold and leading individuals Engaging and committed And are focused on: Developing strong supportive relationships with clients Providing clients with a degree of perspective so that they can see the complete picture Delivering the results our clients need 1
Our international reach Osborne Clarke Ploum Lodder Princen Osborne Clarke De Wolf & Partners Stehlin & Associés Osborne Clarke Alliance Barcelona Milan Brescia Munich Bristol Padua Brussels Paris Cologne Rome Kortrijk Rotterdam London Thames Valley Luxembourg Silicon Valley, USA Madrid Global 'Best Friends' Network Osborne Clarke Spain SLA Studio Legale Associato Through a network of 'best friends' we extend our reach across the globe, particularly in North America, EMEA & Asia Pacific. We have reach, capabilities and resource in most countries. 2
What we do Core practice areas Corporate transactions Banking/financing Commercial Employment, pensions & incentives Litigation (contentious/non contentious) Property Tax Sector specialisms Digital business (includes technology, telecoms, interactive entertainment, publishing, internet, digital media) Energy & Natural Resources Financial Services Real Estate & Infrastructure Automotive (includes dealers & manufacturers) Life Sciences 3
Our approach 1. Our clients get: a clear thinking, commercially minded approach target fed advice based on our opinions rather than raising more doubts a strong partnership based relationship with us access to excellent industry insiders the benefit of our business approach coupled with value-added contributions to achieving their goals access to our local networks and contacts 2. What s important to us is you; what you need to achieve, how you want to get there and how we can help you meet your goals. 4
Our clients include Barclays Consensus Dell Deutsche Bank Eurostar Facebook Gazeley German Engineering Association Google HCL HSBC Imperial Lloyds Mahindra Satyam Motorola Patni Computer Systems RAB Capital RBS/Natwest Reliance RWE npower State Bank of India Suzlon Tata Consultancy Services Tata Technologies Tribal United Business Media Villeroy & Boch Vodafone Western Power Distribution Wincanton Wipro Technologies Ultra Electronics 5
Our India Group Significant experience in working with Indian clients on a wide variety of transactions Over several years our dedicated India Group has developed an understanding of the Indian business culture and the different issues that sophisticated Indian clients face when transacting business in Europe and those facing European clients when operating in India Partners from across our UK, German and Alliance offices travel to India on a regular basis to meet with our clients and contacts and to speak at key industry and legal events We have been involved in numerous acquisitions involving Indian companies and have good connections with or membership of a number of government agencies, such as the Confederation of Indian Industries, the Ministry of External Affairs as well as the UK, French and German embassies in India "Osborne Clarke are well networked with the industry and local authorities and have been extremely committed to our mutual cause. Som Mittal, President, NASSCOM (July 2010) 6
Highlights of experience in India Mphasis Tata Consultancy Services Reliance Industries Ltd UTV Software Communications Ongoing licensing HR and data protection advice Advised on the acquisition of the R&D office of Nokia Siemens Network in Düsseldorf: ongoing legal advice Ongoing legal advice Employment law advice Mahindra Satyam German Engineering Association Patni Computer Systems WIPRO Technologies Ltd Ongoing advice relating to outsourcing contracts, data protection issues and HR Ongoing legal advice for the 3000 members of the Association Litigation and data protection advice, outsourcing, ongoing legal advice Ongoing European legal advice 7
Highlights of experience in India AST Essar Steel Holdings Major Indian Financial Institution Maneesh Pharmaceuticals Acquisition assistance in Europe Advising in relation to Essar's acquisition of UK based steel processor Oakside Solutions Litigation advice Acquisition assistance in Europe State Bank of India (Germany) Large Indian Defence PSU Large Indian textile and aluminium conglomerate Ruia Group instructed on a large securitisation/ acquisition project across 18 countries Instructed to develop procurement contracts and manage 2 procurement projects Advising on an acquisition involving buying of assets of an insolvent company as well as shares of a sister company (of the insolvent company) Advising on the acquisition of assets and business of an insolvent company in Germany 8
Contacts Ulrich Bäumer Partner, Commercial, Germany T+49 221 5108 4164 ulrich.baumer@osborneclarke.com Patrick Graves Partner, Corporate, UK T +44 (0)117 917 4122 patrick.graves@osborneclarke.com Prashant Mara Co-Chair, India Group T +49 221 5108 4482 prashant.mara@osborneclarke.com Ulrich specialises in IT and IP law. He drafts and negotiates complex international IT contracts (especially offshore outsourcing to India) and assists the firm's technology clients in M&A transactions. He also advises on all other aspects of technology and licensing law. Ulrich is a co-chair of the firm s India Group and a frequent visitor to India. He is the author of various articles including IT Outsourcing (Indian Journal of Law and Technology), P2P file sharing (Computer & Recht International) and Higher Hanging Fruits, strategies of Indian IT companies in Germany, Austria and Switzerland (M&A review, December 2010) and the co-author of textbooks on German e- commerce law and technology law. Ulrich is also a frequent speaker at ITechLaw, Management Circle and Euroforum on current IT and IP issues, He is a lecturer of law (IT law) at the University of Cologne and the National Law School, Bangalore (India) and also teaches M&A law at the Frankfurt School of Finance. Patrick specialises in corporate finance work, covering all aspects of public and private company mergers, acquisitions and fundraisings, with a particular emphasis on listed, corporate governance and financial services work. He has advised on over 20 initial public offerings (IPOs) and numerous secondary offerings. Patrick trained and practised for three years as a lawyer at Linklaters, and later practised for four years with Ashurst (including spending a spell in their Delhi office). He has been a partner at Osborne Clarke for 12 years. Patrick jointly leads Osborne Clarke's initiatives in India. Prashant has extensive experience advising European companies doing business in India and vice versa. Prior to joining Osborne Clarke in 2009, Prashant worked at Cabinet Franklin in Paris, where he led cross border teams of lawyers on projects ranging from joint ventures and acquisitions to projects in the infrastructure, energy and manufacturing sectors. Prashant also advises European companies on structuring foreign direct investment into India, on foreign exchange and cross border lending regulations, intellectual property and corporate commercial law issues. He has previously worked for Indian law firm J Sagar Associates and Infosys Technologies, both based in Bangalore. 9
What the market says about us "One has to point out the outsourcing expertise especially with respect to offshoring to India, which profits tremendously from the India contacts of Ulrich Bäumer and their entire India Group..." Juve Yearbook 2010 "Professional service, commercially aware advice and a willingness to adapt legal processes" Chambers UK "OC's excellent connections and relationships in India are great evidence of how they can successfully develop a market " JUVE yearbook 2010 10
What the market says about us "Where most rivals would like to be in terms of market presence, technical expertise and premium mandates " The Legal 500 "Osborne Clarke is a trusted confidante and advisor for Tata Motors Limited We have found them to be very efficient and prompt in helping unravel the complexities of EU laws to resolve business issues." Rajesh Bagga, VP Legal Tata Motors "Osborne Clarke are well networked with the industry and local authorities and have been extremely committed to our mutual cause." Som Mittal, President, NASSCOM (2010) 11
Awards and accreditations TMT Law Firm of the Year 2010 Acquisition Finance Magazine Awards Banking Law Firm of the Year 2009 Acquisition Finance Magazine Awards Innovation in Practice The Financial Times Awards 2009 and Law Firm of the Year 2009 M&A Awards Managing Partners' Forum Awards 2009 Technology, Media and Telecoms Law Firm of the Year Banking Law Firm of the Year 12