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Swaps and non-divisible contractual scheme (ensemble contractuel indivisible)

On 08 September 2021, the French Supreme Court dealing with private matters (Cour de cassation) ruled a remarked decision relayed by economic specialized press (see Sophie Rolland, Les Echos dated 18 November 2021 « Swaps de taux : un arrêt de la Cour de cassation sème le trouble chez les professionnels du financement »).

This decision (Cour de cassation, civ., 1, 08 September 2021, 20-14.201), albeit non-published (inédit) on the Bulletin de la Cour de cassation, is important as to its impact on the financial field and by the use of the concept of non-divisible contractual scheme (ensemble contractuel indivisible).

The contractual scheme put in place is quite widely spread: a loan hedged by a rate interest swap entered into between a bank and a real estate civil company (SCI – Société Civile Immobilière). In this contractual scheme, the SCI, which corporate purpose is to acquire real estate, entered into a loan agreement with a floating interest rate (namely Euribor 1M plus 1% per year), such loan being hedged by the same bank, this later paying Euribor 1M and receiving a fixed rate of interest of 3.73%. It has to be stressed that the position of the SCI was not fully hedged as a delta of 1% per year remained to be paid by the SCI under the loan. From a strictly legal standpoint two separate agreements were entered into by the same parties: the loan and the swap, resulting in the bank receiving 3.73% plus 1% per year.

This case arose due to the contractual reimbursement before maturity of the loan by the SCI after the real estate being sold by the SCI. In terms of sequences, from a chronological standpoint, the SCI sold the real estate, contractually reimbursed the loan which triggered the unwind of the swap. The question raised to the Court was the existence of an unwind cost under the swap in addition to the cost associated with the reimbursement of the loan before maturity.

The Court of appeal of Paris, with a decision dated 27 November 2019, ruled that no amount shall be paid as to the unwind of the swap and ruled that the amount of 175,000€ (paid by the SCI in respect of the unwind costs plus legal interest as of 1à July 2014 – under penalty payment (astreinte)) shall be reimbursed to the SCI. In this context, the bank seized the French Cour de cassation, with the view of cancelling this reimbursement and receiving what it considers the contractual unwind costs.

The French Cour de cassation ruled that the Court of appeal of Paris rightly deducted, by the contractual terms and the behavior of the bank a manifest willingnessas to the borrowerto enter into an indivisible contractual scheme composed of the loan and the swap, with the cancellation of the first (the loan) resulting in the caducity of the second (the swap), the bank being obliged to pay back the unwind costs associated with the swap. 

This concept of contractual scheme (initially groupe de contrats) is commonly used by French case law and was named and revealed in France by French doctrine (firstly Bernard Teyssié, Les groupes de contrats, LGDJ 1975 cited in Droit des obligations P. Malaurie, L. Aynès, P. Stoffel-Munck LGDJ 11 ed. N°494 and A. Bénabent, Droit des obligations LGDJ e.g. 15 ed. N°330 et seq.) and is in line with the position of the French Cour de cassation, as described by the French doctrine (see Droit des obligations P. Malaurie, L. Aynès, P. Stoffel-Munck op. cit. N°495: «The unity of the group is easily admitted when the contracts are entered between the same parties or by the intermediary of the same pilot company». Other authors (Droit civil Les obligations Y. Buffelan-Lanore, Virginie Larribau-Terneyre), 17 ed. N°997 et seq. states that when the goal of the parties is the achievement of a global contractual operation using several contracts, reference is made to a contractual scheme (ensemble contractuel). For these later authors, « these contractual schemes are now a reality which is used by case law all the more than contracts are more and more driven by economy (op.cit. N°998).

Ordinance Macron N°2016-131 dated 10 February 2016 (as ratified by Law N°2018-287 adopted on 11 April 2018, with an entry into force on 1 October 2018) gives the possibility for the judge to use the caducity (caducité), giving rise to the end of a contract with a potential halo effect on the contractual scheme, as a whole (not to mention the latitude for the judge to allow restitutions).

In this perspective, Article 1186 Alinea 2 of the French civil Code (as created by Ordinance Macron), states that «When execution of several contracts is necessary to the achievement of a single operation and when one of them disappears, other contracts which performance is then impossible by this disappearance and those for which the performance of such disappeared contract was a condition precedent of the willingness of one party are caduc »Alinea 3 of such Article states that “Caducity however only applies if the counterparty against which the caducity is opposed knew the existence of the single global operation when his willingness was given”. 

As such, it can be argued that there is no specificity applied in the fields of capital markets, as common civil principles and rules apply the same way, whereas ordinance Macron excludes derivatives (contrats financiers) from the unforeseen theory (théorie de l’imprévision), secular in administrative law and new in civil law (Article L211-1 of the French monetary and financial Code), avoiding a potential disruption of the international recognized existing legal scheme based on the material adverse change (MAC) provisions.

The import of this case law on the capital markets, as a whole, remains to be determined. It is common practice that a bank offers a package composed of a loan and a hedge, resulting in the corporate paying a fixed interest amount and be covered against the increasing of a floating rate (to be paid under the loan). In this perspective, the case law of the French Cour de cassation may be applied with possible adjustments, offered by French regulation i.e.cancellation (nullité), resolution (resolution), caducity (caducité) of contract(s) and / or non-divisible contractual scheme (ensemble contractuel non divisible) with retroactive effect or not (article 1187 of the French civil Code).

It is reasonable to think that this case law may rather be considered as a reference for market participants rather than a decision not subject of amendments or evolution depending on the context of the case. If this is common practice that a bank be at the same time the lender and the hedger, it cannot be excluded that a corporate may enter into a hedge agreement with another bank. In this perspective, a non-divisible contractual scheme (ensemble contractual non divisible), may also be characterized.

Another question is the import of this decision on other non-divisible contractual schemes. This case law should apply to OTC derivatives (forward) or derivative admitted on markets (futures). In addition, it cannot be excluded as well that the hedging bank (or the corporate) has also entered contracts with other financial institutions. Should a non-divisible contractual scheme have an impact on other transactions, and on other non-divisible contractual schemes, such other transactions and other non-divisible contractual schemes may have to be unwind (or assigned), potentially ad lib.

As Alinea 3 of Article 1186 of the French civil Code states that Caducity however only applies if the counterparty against which the caducity is opposed knew the existence of the single global operation when his willingness was given»other legal tools will have to be used by the judge.

Considering this, the current tools provided for by French regulation (e.g. caducity, nullity, resolution), as amended by Ordinance Macron put the judge in a situation to rule efficiently the cases brought before his Court (with also the possibility to declare a contractual relationship not enforceable against third parties – inopposabilité, or to declare a provision of a single contract of the non-divisible contractual scheme as non-written – clause reputée non écrite).

In this perspective, a distinction can be proposed based on the identification of the relevant contracts underpinning the non-divisible contractual scheme. When the judge can easily identify these contracts and can ‘close’ the non-divisible contractual scheme, a solution should be given accordingly (based on the current legal tools). If this is not the case (the end of the non-divisible contractual scheme cannot be identified), the parties may have indirectly to contractually apply a pragmatic decision of the judge, negotiating with their counterparties, based on the ratio decidendi of the case and inter alia Article 1186 of the French civil Code Alinea 3.

One should be confident on the pragmatism of the French Cour de cassation (especially the commercial Chamber), not only to apply the French civil Code (and French regulation, as a whole), but also previous case law architecture, based on concepts created and revealed by French doctrine.

Up to date as of 08 September 2021.

Ludovic Timbal Duclaux de Martin 

EIRL Me Ludovic Timbal Duclaux de Martin Avocat à la Cour – Barreau de Paris 

 

Tarek Farran Joins Leaders in Law as the exclusive Business Law member in Lebanon

Leaders in Law, the leading platform in its field, is delighted to welcome Tarek Farran as our exclusively recommended & endorsed Business Law in Lebanon.

Tarek Farran is currently the managing partner of Farran Law Firm where he supervises the firm’s corporate clients.

Tarek specialises in business and corporate transactions. He uses his expertise in this field to serve clients in Lebanon and the Gulf, as well as several African and European countries. He is skilled in structuring major (telecommunications and other) corporate transactions and participated in the restructuring of existing group of companies (mainly family businesses) while introducing and implementing proper governance, and he actually sits on the board of a family owned business.

Gadens Strengthens its Brisbane Property and Construction Group with a Team of Three Planning and Environment Lawyers

Gadens has strengthened its Planning and Environment offering in Brisbane, attracting a team of three into the Property and Construction Group. Gerard Timbs (Partner), Amelia Prokuda (Director), and Mitchell Osborne (Special Counsel) have joined in the last month from Holding Redlich.

Gerard, Amelia and Mitchell’s appointments follow the recent announcement that Paul Calvert (Partner) has returned to Gadens from Multiplex to advise on projects and construction.

Natasha Hood, joint lead of the Property and Construction Group said,

“The appointment of Gerard, Amelia and Mitchell is an excellent addition to our already thriving practice and will enable us to further expand the breadth and depth of planning and environment advice to our clients in an area that is so crucial to the success of projects and transactions in this space.”

Commenting on his decision to join Gadens, Gerard said,

“With significant infrastructure and development planned for South-East Queensland over the coming years, joining Gadens provides an immense opportunity to be part of a leading practice to work closely with top-tier developers, local and state government to provide advice on the plethora of planning and environment issues for their developments.”

Highly regarded in the industry having been recognised in both Best Lawyers and Doyle’s, Gerard brings over two decades of experience in both contentious and non-contentious planning and environment matters. His experience has included the delivery of major renewable energy, master-planned residential and commercial developments as well as local, state and federal government work.

Amelia brings town planning, development and environmental law experience to Gadens as well as experience in land acquisition and compensation matters, and appeals, applications and enforcement proceedings in the Planning and Environment Court, Land Court and Magistrates Court.

An experienced lawyer and qualified town planner Mitchell provides front-end and back-end advice to developers, landowners, local and state governments on planning, environmental, infrastructure and property matters.

John Nicolas, joint lead of the Property and Construction group said,

“These key appointments support the continued growth of our group into key areas where we expect strong demand from our clients. Gerard, Amelia and Mitchell are all highly regarded practitioners. Their capabilities and experience will strongly complement our offering, further enhancing our firm’s ‘fire-power’. We are extremely pleased they have joined Gadens and look forward to the valuable contributions they will make for our clients.”

Allen & Overy Boots European Antitrust Team with Sidley Austin Hire

Magic Circle law firm Allen & Overy has added to its London team with the hire of Sidley Austin’s former global co-head of antitrust.

Kristina Nordlander has over 23 years of experience in broad areas of European Union antitrust litigation and has been with Sidley Austin since 2005. Nordlander focuses on big tech and life sciences, with clients on either side of the Atlantic. She was responsible for founding the Women’s Competition Network (WCN) in Brussels in 2008, an international organisation of female senior competition law and policy professionals. Following the appointment to her new role, Nordlander will split her time between Brussels and her base in London.

In a statement, Allen & Overy antitrust co-head Philip Mansfield said, “Her depth of experience and range of expertise in terms of clients and geography fit perfectly with our strategy for growth. Kristina’s hire is an illustration of our commitment to investing in our global antitrust team, as a strategic priority of the firm.”

2021 Global Awards is LIVE!

The Leaders in Law – 2021 Global Awards commemorates those who have been successful over the past 12 months and who have shown excellence not only in expertise but in service.

You can view the the 2021 Winners in the Publication below. Congratulations to all Winners again on a superb year!

View 2021 Global Awards: https://www.leaders-in-law.com/award-winners-2021/

 

From Paralegal to Lawyer at a Listed Law Firm

Following regulation changes to law firm ownership, in June 2015 Gateley became the first commercial law firm in the UK to list on the London Stock Exchange’s growth market, AIM. Just a few months prior, Zum Mohammed had moved to the legal and professional services group as a newly qualified (NQ) solicitor.

Mohammed recognises a host of benefits from operating as a publicly listed law-led business, with a number of other firms having since followed suit. “For us, it is really about differentiating ourselves in the market,” she tells me when we speak. “It allows us to speak to our clients in their language who in turn are excited to talk to us about our journey. Our experience of floating on AIM and growing through various acquisitions will be similar to the experiences of many of our clients and any new clients who may be looking to take that step.”

From a personal perspective, Mohammed tells me about the appeal in working somewhere which is innovative and constantly changing, and enables you to take ownership of the business from an early stage, in a way that the traditional partnership model does not. “We are encouraged to participate in the financial success of the business. A range of employee share schemes exist, which encourages early and widespread equity ownership. The aim is to attract, retain and motivate talent, so that all employees benefit from the Group’s longer term success.”

Winding back to the beginning of her career journey, Mohammed graduated from Nottingham Law School in 2008 as, what she describes as, a “recession graduate”. Mohammed recalls that at this time training contract offers were extremely hard to come by, as solicitors were being made redundant as a result of a slowdown in corporate transactions taking place. Mohammed decided to undertake a corporate law LLM at Nottingham Law School and worked at the Citizens Advice Bureau alongside her studies. During her time at the Bureau, Mohammed met a contact of the HR director of national firm Roythornes, where she became a litigation paralegal, before moving to paralegal at Shakespeare Martineau’s (Shakespeares, as it was then) Nottingham office.

Mohammed tells me that her experience as a paralegal prepared her well for legal practice, providing her with the confidence to interact with clients from an early stage. She further encourages wannabe commercial solicitors to grasp opportunities as such with both hands. “I see a big difference between trainees who have spent time as a paralegal or legal assistant and those who come to the firm as a trainee straight out of university, just in the way an individual writes emails, drafts or talks,” she explains. “Communicating with clients in reality is very different from the way that you are taught throughout your legal education, and you won’t necessarily receive training on that area straight away.”

During Mohammed’s time at Shakespeare Martineau, there were still few training contracts on offer. After lobbying for greater internal opportunities, Mohammed became one of the first paralegals to achieve a training contract offer at the firm after a freeze of around three years; a moment, Mohammed notes, that she was particularly proud of. Mohammed then undertook a three-seat training contract, before being approached by Gateley, and being signed off as a solicitor by Shakespeare Martineau owing to her lengthy experience as a paralegal. Mohammed came to Gateley’s office in Nottingham as an NQ solicitor in the Group’s corporate team for one year, before moving to the London office where she has remained as a corporate lawyer ever since, and recently made senior associate at the business.

With the year drawing to a close, what is on Mohammed’s radar for 2022? “It has been an extremely busy year for our national corporate team, and I envisage that M&A will continue to be really busy,” she says. Elaborating further, Mohammed explains that private equity houses are ready to deploy more capital than ever before and on more flexible terms than they used to. “With this in mind,” she says, “I think this will open up an avenue for companies who didn’t traditionally look at this type of funding helping them to expand quicker than they could have organically.”

When asked what advice she would give to her younger self, Mohammed responds:

“I think that I would encourage myself not to rush things and remember that everything has its time. Having been a paralegal I often felt behind, and I think that a lot of students believe that if you don’t have a training contract offer lined up straight out of university your career will start to fall apart.”

Mohammed was keen to dispel this misconception, reiterating that time spent gaining complementary experience will enable you to exude confidence when you are successful upon qualification and with more routes to qualification than ever before: “Being the fastest to get there is not always necessarily the best way.”

Protection of Market Image of Space

QUALITY USER EXPERIENCE DURING DIGITALIZATION IS IMPORTANT

Today, search engines can string us 500 million results in half a second and offer and offer us specifically, according to our search habits, profiled results and online ads. The market is increasingly saturated with mass products and services. In an age of increasing digitalization and increasingly present artificial intelligence, we feel that we are constantly short of time.
Uniqueness and originality, as well as a quality user experience in as real a time as possible, are becoming increasingly important. We attract and propose potential new customers and consumers with a unique purchasing and / or user experience of our services and / or products in a very special environment. They return to us again or, with a new purchase, remain loyal to our services / products and thus indirectly to our company.

OUR INVESTMENTS IN DEVELOPING OUR OWN PURCHASE AND USER EXPERIENCE AND THEIR PROTECTION

We invest financial and intellectual capital, our knowledge and experience, our time and the creativity of ourselves and our employees in the development of our own services and products. We transfer the effect of uniqueness and originality to our distribution channels and to the sales service itself and to our sales premises. Our uniqueness and originality is transferred to the shopping experience of our customers and new customers and consumers of our services / products through distribution channels or sales outlets. Therefore, it makes sense to adequately and optimally protect all the intellectual property we create in this way, in accordance with the existing legislation in the countries in which we want to market.

Where the result of our investments and efforts is a special market image of our services / products, our exhibition and sales premises, which differs from competitors and other providers, it makes sense to protect it with the right of registered design to protect the appearance of the product. ).
In the last 15 years, the concept of market image has become more and more popular in Europe, in addition to the concept of corporate image.
With the Slovenian model, the Community model (protected product appearance in all 28 EU countries) and also with the International model, the protection of which is covered by as many as 118 countries, so n. pr. protect different types of market images. Among them are n. pr. market image or corporate image of space, market image or corporate image of interior spaces, market image or corporate image of sales windows, market image or corporate image of the interiors of various other premises, market image or corporate image of the interior of restaurants, market image or corporate image of the interior of ships and other watercraft, market image or corporate identity of the interiors of various land vehicles, etc.

In the next message, we will introduce you to the possibilities of protecting your marketing images in connection with a sound brand.

With our knowledge and many years of experience in our company KETNER d.o.o. we help you compile a patent application for your invention and protect it in the Republic of Slovenia and in many markets abroad, whether in European countries, the United States, Russia, China, India, Brazil, South Africa or any other market. At the same time, we advise you on how to alternatively protect your inventions and innovations and how to properly document their development. All this in order to help optimally protect your inventions and innovations, and thus to create and increase the value of your company and your business.
Be strategic! Protect your intellectual property! With trust in you and in your company or organization, we always strive for you, for your future and the future of Slovenia.
We are happy to represent you in the procedures for the protection of your intellectual property, which we will also evaluate at your request!

Cyprus Delivers New Boost to Fintech, Funds Innovation Clusters

Cyprus is offering an enticing deal for tech companies and ICT specialists to relocate to the island as they seek more cost efficient and less crowded countries that offer a better lifestyle alongside strong telecommunication and digital infrastructures in the wake of the Covid pandemic.

Under the new Immigration Framework initiative, tech companies are entitled to employ up to 15 third-country nationals as directors and middle management executives, and any number of qualified third-country nationals in possession of required ICT skills, including: software and system engineers; ICT and enterprise solution architects; machine learning engineers; web developers and designers; cyber security specialists and AI, robotics and big data specialists.

As a member of the European Union, citizens from all European Economic Area (EEA) member states can freely work in Cyprus, without permission. The Framework means there are now no restrictions on the maximum duration of stay of third-country nationals, while employees with residence and employment permits have direct access to family reunification with their spouse and minor children, provided that the necessary conditions are met.

Investment has been boosted by a low corporate tax of 12.5% and a developed network of over 60 double tax treaties. Cyprus also offers an 80% tax exemption, on qualifying profits arising out of the exploitation of R&D intellectual property qualifying assets (Cyprus IP Regime). The effective tax rate for corporate income, taking advantage of this incentive, can be as low as 2.5%.

The initiative complements existing national strategies to integrate innovative tech that include generous fiscal incentives to attract IT start-ups and regional headquarters and is being spearheaded by Invest Cyprus, the national investment promotion agency.

Invest Cyprus chief executive George Campanellas said: “The world is changing and with Europe fast becoming a tech haven for talent and companies, Cyprus provides a very safe and attractive destination for tech firms and non-EU investors.

“We are now taking enquiries from tech companies on a daily basis. We have visited California and other tech hubs in the US, and cities in Israel, Ireland and Eastern Europe countries and we can see that Cyprus is well positioned to become among the top European destinations for setting up regional headquarters and development centres.”

Cyprus’s commitment to innovative research and its rapidly growing start-up ecosystem is supported by a generous support package with state and EU funds to spend on a number of key projects over the next three years. The funds will go towards various initiatives including the creation of new innovation clusters to bring together entrepreneurs, researchers and academia as well as digitalising over 160 state services and cybersecurity projects.

The dynamic FinTech movement in Cyprus comprises nearly 250 FinTech including start-ups, offering services ranging from real time investment portfolio securitisation and advanced performance analytics to automated order processing.

In Limassol alone, a community of more than 8,000 ICT professionals serve the FinTech industry, and it is home to some of the world’s leading names in RegTech, the ‘Internet of things’ (IoT) and cybersecurity. Among them is AmDocs, which has around 1,000 software programmers living and working in Cyprus, the multi-asset online social trading firm eToro, and Point Nine, an industry leader in outsourced operations, processing and reporting that was recently acquired by Mitsubishi UFJ Financial Group through its subsidiary in Cyprus.

Gaming platforms also feature prominently in the new tech space in Cyprus. This year Nexters Global, the Cyprus-based mobile and social game developer behind Hero Wars and Throne Rush, cemented a $1.9 billion deal with Kismet Acquisition One Corp, reflecting the strong progress it has made since moving its operations to Cyprus in 2017.

For entrepreneurs looking for a European base to begin operations, Cyprus takes some beating. Strategically located at the crossroads of Europe, the Middle East and Africa, Cyprus is an internationally recognised financial centre, with a sound banking sector and a well-established common law system. Both the banking sector and the fully comprehensive FX industry in Cyprus have opened to technological development and regulators and competent authorities take a positive pro-business approach to facilitating fintech activity – all of which offers optimal conditions for new and existing players.

To encourage the wide transformation of financial services, the Cyprus Exchange & Securities Commission (CySEC) launched the ‘Innovation Hub’ in 2018, a regulatory ‘sandbox’ to enable a seamless transfer of information as to how existing regulation applies to new products or business models, whilst also helping identify what regulatory frameworks might need to be established to meet evolving needs – all without stifling innovation.

The business models represented in the Hub include regulatory and AML compliance tools based on big data analytics and data reporting, the use of Distributed Ledger Technology (DLT), AI tools and a venture capital fund investing in blockchain start-ups.

A recent evaluation of Cyprus’s fintech laws and regulations by the Legal500.com guide concluded: “We do not identify any imminent risks to fintech growth. On the contrary, regulators’ positive disposition towards fintech should encourage its further development.”

“These continuous efforts to upgrade the legislative and regulatory regime in Cyprus, and adoption of new technologies to ensure investor protection and service quality, has also made the island one of the top emerging investment fund centres in Europe,” said Campanellas. “Its visibility has been greatly enhanced by being able to list Cyprus funds on international platforms such as Bloomberg, Clearstream, Morningstar and Refinitiv.”

Other thriving fintech companies include crypto-trading platforms and crypto-exchanges, and companies offering alternative payment solutions. Having adopted a national blockchain strategy in 2019, Cyprus has been highly successful in attracting investment capital, with 27 blockchain startups having raised a total of €142 million in funding. Cyprus has also been a trailblazer in blockchain. The University of Nicosia is the first university in the world to offer a Masters in Digital Currency and also the first to allow fees to be paid by Bitcoin.

“Cyprus has the capacity to become one of the great technology hubs in the world. Amongst our strategic priorities is to showcase Cyprus as an ideal EU location for international high-tech companies to base their operations and scale-up. In this context, we focus our efforts towards empowering a new generation of tech entrepreneurs, and nurturing a culture of innovation and entrepreneurship,” said Campanellas.

Article By

George Ayiomamitis

 

New Benefits and Incentives for foreigners that qualify as Digital Nomads, Investors, Persons of Independent Means, and Pensioners in Costa Rica.

Costa Rica is in the eyes of those who have chosen a new lifestyle that combines work and tourism. These are the so-called Digital Nomads who are looking for new destinations from which they can work remotely and at the same time get to know new places, cultures, and even gastronomic options.

This new concept was born as a variation of teleworking, but much more flexible. It basically implies the possibility to work remotely from any other part of the world, while maintaining a work relationship with their foreign employer or working on their own for clients abroad.

Without doubt, Costa Rica offers multiple tourism advantages and incentives to ensure that a model such as this one will be attractive for these individuals. Hence, the Government of the Republic approved and published a new Law to attract Digital Nomads, offering a series of benefits during their stay in the national territory. Among these benefits, we can highlight the following:

  • Legal visa for a year, extendable for another year, for the digital nomad and his/her immediate family (spouse and underage children)
  • Possibility of opening bank accounts within the local banking system.
  • Validity of their driver’s license in the country.
  • Total exemption from the Tax on profits (income).
  • Exemption from taxes to import their basic personal work equipment.

Therefore, digital nomads are welcome in Costa Rica, and they are urged to consider our country as their temporary or definitive destination.

Additionally, those foreigners that wish to legally reside in Costa Rica are also welcome in our country. Recently, the Government of Costa Rica approved and published a new Law to attract those foreigners that qualify under any of the following immigration categories: investor, person of independent means, and/or pensioner. The new Law contemplates a series of incentives and tax benefits to make their residency in the country even more attractive. Among these benefits, we can highlight the following:

  • Temporary residency for a 2-year term, renewable, for the resident and his/her immediate family (spouse and underage children).
  • One-time exemption from import and nationalization taxes for their home furnishings.
  • Exemption from import and nationalization taxes for two land, air, and/or marine vehicles for personal and/or family use.
  • 20% exemption on transfer taxes for real estate properties acquired while the law is in force.
  • Decrease in the minimum investment capital amount necessary to qualify as an investing resident to US$150,000 dollars; this investment can be made in properties, securities, productive projects, and/or projects of a national interest.

Costa Rica is a magical destination that captivates all those who have the chance to get to know our beaches, oceans, mountains, volcanoes, rivers, savannahs, forests, cities, and most of all our people. At Oller Abogados we are at your disposal to help you become a digital nomad and/or legal resident in Costa Rica.

Jose Andrés Prado, Associate, Oller Abogados

jprado@ollerabogados.com

T: (506) 2257-1290

Law Firms Continue March On Stock Market As Taylor Rose MW Explores Float

Top 60 UK law firm Taylor Rose MW is eyeing a 2022 float, its boss says, as  an “arms race” continues in the legal sector.

An initial public offering is “an active consideration” for the firm, chief executive Adrian Jaggard told Financial News.

“We are actively looking at third-party investment to continue our growth journey,” he said. “To continue that journey, or to do it justice, we are looking at our options in terms of investment. The obvious is debt or equity, both are under consideration at the moment and that includes an IPO.”

Jaggard said the firm was looking for investment within the next 12 months, and said it was a “possibility” that the firm could be publicly traded by this time next year.

Taylor Rose is being advised by broker Arden Partners, which acted on the float of law firm Ince in 2017. It is also working with financial public relations agency SEC Newgate, which boasts of its “award-winning capital markets team” on its website.

Consumer law firm Taylor Rose snapped up struggling rival McMillan Williams in May 2020 in a pre-pack administration deal.

Jaggard said the firm generated revenue of £70m and earnings before interest, taxes, depreciation, and amortisation “north of £8m” in the year ended 30 September.

That revenue figure would have put the firm within the top 60 largest law firms in the UK last year, according to The Lawyer magazine’s rankings for 2019-20.

The firm has around 500 employees and 350 fee-earning consultants, a spokesperson said.

Its consultants are self-employed lawyers who retain an average of 70% of their billings, with the remainder taken by the firm. The firm said its consultants division had more than doubled its headcount in the last year and was increasing that number by 15-20 lawyers per month.

The move comes as law firms across the City eye up going public in a bid to expand in a fiercely competitive market. Up to a third of law firms are considering floating in the next 12-18 months, according to a recent survey from litigation funder Harbour.

London litigation powerhouse Mishcon de Reya said in April that it had appointed JPMorgan to advise on a float that could value the firm at up to £750m.

Personal injury firm Irwin Mitchell is also working on a listing with Rothschild, according to Sky News, that could value the firm at £500m.

A spokesperson for Irwin Mitchell said: “We have taken no decision to introduce external investment and our balance sheet remains strong.”

The listed legal model in England is still a nascent one, with Birmingham-headquartered firm Gateley’s 2015 float the first in the sector after the Legal Services Act 2007 allowed non-lawyer ownership of law firms in England and Wales for the first time.

Keystone, Knights, Rosenblatt, Ince and DWF have all since floated in London.

Jaggard said part of the rationale for the firm seeking outside funding was to invest in technology.

“There is an arms race going on with technology and systems,” he said. “There is a lot of opportunity to improve efficiency, improve risk control and improve interfaces and communications with the clients.”

“When clients are dealing with their lawyer, they are not benchmarking us against other lawyers, they are benchmarking us against interfaces with banks, insurers and customer services from John Lewis. There is an opportunity for us as an industry to up our game there,” he added.

Jaggard said the firm was also looking to grow through mergers and acquisitions and said the firm was in “early stage talks with one or two firms”.