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30/01/2025
Navigating the future: exploring the opportunities and challenges in Life...
Join us for our in-person CEE event, Nav­ig­at­ing the future: exploring the opportunities and challenges in Life Sciences, taking place on Thursday 30 January 2025 at our CMS Prague office. You will hear insightful discussions from notable academics and re­search­ers, es­teemed legal professionals and influential industry leaders as they explore the emerging trends and legal challenges in the life sciences sector. We will also be joined by distinguished researchers looking at how AI is rapidly shaping the sector and who will provide practical experience with AI software as a medical device.  This event will be a fantastic opportunity to network with our speakers and the global CMS life sciences & healthcare group, whilst gaining valuable insights from industry experts. 
29/01/2025
TMT World Congress 2025
CMS lawyers are pleased to be attending the TMT World Congress 2024 held in London on 31 January - 01 February. Below you can find an overview of our attending partners, representing a large range of jurisdictions and practice areas. To arrange a meeting, please contact the individual lawyers directly. Additionally, Anne Chitan will moderate the M&A Panel - Digital Infrastructure M&A: Navigating Headwinds & Examining Transaction Volumes in 2025, Wednesday 29 January (10:50 – 11:30). At CMS, we have some of Europe’s leading legal specialists in the technology, media and communications sector. Our Digital Communications Infrastructure Team combines exceptional expertise in project and structured finance, competition regulation and large-scale investment, while our market-leading tele­com­mu­nic­a­tions team has decades of experience in the technology and communications space, including strong expertise in the areas of fibre, towers, subsea cables, network sharing, data centres and satellite. To find out more about CMS Digital Communications Infrastructure cap­ab­il­it­ies, vis­it our Digital Communications Infrastructure section. For further information, please see our partners attending the congress in the gallery below and an overview of all our expertise areas.
13/12/2024
EU Competition Law Briefing
The EU Competition Law Briefings have been created to provide a platform for our clients and other competition law experts to stay up to date on the developments of EU Competition Law. 
13/12/2024
Real Estate Joint Ventures: Overview
Published in December, 2024This Back to Basics note follows our key concepts briefings, which intend to provide high-level insights regarding funds fundamentals, funds vehicles and operational considerations, available here. Introduction This Back to Basics briefing focuses on joint ventures (“JVs”) and particularly those used for real estate investment. It covers key topics including:a high-level summary of what a real estate JV is;typical structures used; andthings to consider when establishing a JV. It is important from the outset that the parties identify what they want to achieve and the terms for their relationship. Our second Back to Basics briefing will then look at governance, controls, day-to-day management, exiting and the end of a JV. Real Estate JVs JVs are a long standing and an increasingly popular way of investing in commercial real estate in the UK, Europe and elsewhere.  They are used for many reasons, including allowing more than one party to acquire an asset or portfolio or to carry out a development together. The benefits of a JV structure in­clude:com­bin­ing land interests for a project or scaling up a port­fo­lio;ac­cess­ing new markets, skills and resources (for example the expertise of a local developer, sector or regional or country specialist); andcombining and raising equity in larger amounts than doing so individually (such as a developer or local authority joint venturing with an institutional investor).A JV structure also enables sharing the risk between the parties. Structuring considerations JV Structuring A JV can be structured in many ways as it is a generic term. Relevant considerations will include where the parties are based and their investment requirements, tax, accounting and the practicalities and costs of management of a structure. However, there are a number of options. These can in­clude:con­trac­tu­al arrangements at the property level (such as co-ownership or lease arrangements; orsetting up an investment vehicle. Having a standalone vehicle is often an attractive option because it allows the parties to agree the terms of their arrangement for an entity that has separate limited liability and can be separately financed and managed. It also provides an opportunity to sell the vehicle, to sell down a share in it or bring in a further joint venture partner later. JV vehicles The options also include a variety of investment vehicles or even a mixture of them:mediumThey may be UK, European or offshore vehicles depending on the structuring needs of the parties. 50/50 and other arrangements A JV does not necessarily have to be a 50/50 structure. This can be negotiated between the parties to cater for their specific requirements and contributions. For example, one party may have a majority, there may be more than two parties or one party may receive a greater share of profits if certain returns are achieved. However, the split in the interests held in the JV will have an impact on other aspects such as accounting (the JV may become a subsidiary), the levels of control and management of the JV, risk and liability and potential returns. This is discussed further in our second Joint Ventures Back to Basics briefing. Limited Companies Assuming that the parties do not want to use a contractual arrangement (a lease structure or co-ownership are examples), a company is a frequent choice due to its legal personality, limited liability and relative flexibility for managing, financing and owning. Parties should decide where they want to incorporate the JV entity, including for practicalities of management, the location of the parties and the JV activities and any potential tax implications. For example, an English limited liability company will typically be taxed in the UK on its profits and gains but there may be exceptions such as where a UK real estate investment trust (REIT) election is available. An offshore company or European company may also be liable to UK tax unless certain exemptions to be treated as exempt or tax transparent are available. Similar tax points will need to be considered for other jurisdictions where the company is set up (eg offshore, Luxembourg, the Netherlands or elsewhere) or investment made (eg into another European country). Applicable solvency rules will also need to be considered when determining how the parties will finance the JV. Avoiding cash traps, in particular in respect of the distribution of periodic incomes, may command the use a mix of equity and debt instruments, or of hybrid instruments, such as participating loans. Sample corporate structuremedium Limited Partnerships A limited partnership is a frequent alternative due to its potential tax transparency (look through treatment to the parties). This allows the JV to preserve a particular tax status of a party such as for a pension fund.A limited partnership combines elements of limited liability protection for its investors (the limited partners) and contracting and governance arrangements through its general partner(s).A limited partnership may also have corporate personality depending on where it is established. A limited partnership established in England and Wales does not have separate legal personality but the structure can still operate in practice with the assets being held by nominees or with a nominee and the general partner. Legal personality may be possible elsewhere, such as Jersey, Scotland or Luxembourg if that is otherwise suitable. Sample structure of a UK limited part­ner­shipme­di­um Other structures These include offshore unit trusts or a mixture of vehicles including the different types mentioned above and different jurisdictions especially where cross border elements feature. Further Considerations Whichever structure that the parties decide upon, additional considerations include:Costs: Running a more complex structure, or management and decision-making taking place in certain jurisdictions may incur more costs, particularly, if the vehicle is not where the parties are based. Tax: The tax efficiency of a JV structure is critical. For example, a limited partnership is tax transparent or an offshore unit trust can be structured such that (rental) income is attributed directly to investors or a company may be able to become a UK REIT. Taxation of capital gains will depend on the circumstances and relevant tax rules, elections exemptions and treaties. Tax treatment is a continually evolving or changing subject. Transfer Taxes: Taxes that arise on transfers of interests in the JV may differ from the interests on a transfer of the property but this will depend on the vehicle, jurisdiction and assets. There are also provisions which may look through the vehicles or treat a transfer of a JV interest as a direct property transfer where certain conditions are met. The ownership of vehicles investing in German assets are one example. Regulatory: The EU's Alternative Investment Fund Managers Directive (AIFMD) generally does not apply to JVs. However, because they are not expressly exempt (despite a declaration in the Directive's recitals that joint ventures "should" not be covered), it is important for JVs to fall outside the definition of an alternative investment fund (AIF). This is usually achieved by giving all the JV parties a share in key decisions, the JV a product of how the parties wish to invest rather than one which has gone to them to raise capital and it may not have a “defined investment strategy”. A similar analysis applies in the UK.A limited partnership JV could still be treated as a collective investment scheme (CIS) for UK regulatory purposes unless it takes advantage of one of the available exemptions, most likely the "group" exemption or the "existing business" exemption. If the JV is classified as a CIS, it will need to appoint an operator authorised by the UK Financial Conduct Authority (FCA), which typically increases the time, cost and administrative burden. Competition: This will depend on the relevant merger and competition controls. These may look at the autonomy of the joint venture, any change of control, the parties and their turnovers (such as in the EU or particular countries), their current market shares, areas of expertise and the proposed venture. The parties should assess whether any there is any risk of falling with the remit of the merger control. There are EU and national rules. The UK has its own rules. Foreign investment control rules: These are also relevant for particular types of assets of national importance. The National Security and Investment Act 2021 is a specific example for the UK. The information contained in this publication is for general purposes and guidance only and does not purport to constitute legal or professional advice.
13/12/2024
CMS Expert Guide to International Arbitration
We live in a connected global environment where the number and complexity of international transactions is ever increasing.  As a consequence, the policies and activities in one area of the world can...
05/12/2024
Understanding MiCAR’s transitional regimes and its implications for EU...
05.12.2024 The Markets in Crypto-Assets Regulation (MiCAR) represents a pivotal development for crypto-asset service providers (CASPs) across the European Union. Designed to harmonise regulations, MiCAR introduces transitional regimes that bridge the gap between existing national frameworks and its full implementation by 30 December 2025. These transitional measures provide market participants with the necessary time to secure authorisation and align their operations with MiCAR's requirements. The pace and specifics of implementation, however, vary significantly across Member States, creating both challenges and opportunities. Countries like Austria, Germany, and the Netherlands exemplify proactive regulatory support, while Croatia, France, Italy, Luxembourg, and Spain are advancing frameworks tailored to their national contexts. Meanwhile, jurisdictions like Poland and the Czech Republic, where regulations are still being finalised, underscore the complexity of adopting a harmonised EU-wide standard. For CASPs, early strategic planning is essential. Businesses must assess their operational readiness, legal compliance, and local market conditions to effectively navigate MiCAR and leverage the transitional periods to secure a competitive advantage in the regulated EU market. This article offers a detailed analysis of how jurisdictions including Austria, Croatia, the Czech Republic, France, Germany, Italy, Luxembourg, the Netherlands, Norway, Poland, Slovenia, and Spain are addressing MiCAR’s transitional periods and implementation. Click on the section blocks below to learn more about the regulators, their readiness, and the transitional periods that apply across different jurisdictions.
04/12/2024
CMS ESG litigation webinar series
In this webinar series CMS experts offer insight and advice on the scope of recent regulations and litigation risks that arise from them.
29/11/2024
CMS at COP29 online session
Insights from the Finance COP29: steering funding in the right direction to ensure just & green transition
29/11/2024
CMS advises Société LDC (Lambert Dodard Chancereul) on the acquisition...
Stuttgart, 29.11.2024 – Société LDC (Lambert Dodard Chancereul), a French producer of convenience food, has acquired European Convenience Food GmbH, a company with high-quality frozen food products for the German foodservice sector with a strategic focus on vegetarian products. Following the transaction, the management of the ECF Group will remain a minority shareholder.A CMS team led by partner Dr Barbara Wössner advised Société LDC (Lambert Dodard Chancereul) on the legal aspects of the due diligence and the negotiation of the purchase agreement. This transaction marks the entry of Société LDC (Lambert Dodard Chancereul) into the German market. CMS was instructed for the first time and worked closely with Altios, France, on the transaction for Société LDC (Lambert Dodard Chancereul). LDC (Lambert Dodard Chancereul), which is listed on the Paris stock exchange, generated a turnover of 6.2 billion euros in the 2023/24 financial year. The company's brands include Loué, Le Gaulois, Maître CoQ, Doux, Marie, Traditions d'Asie, Drosed and Nature et Respect. CMS Germany Dr Barbara Wössner, Lead Partner Dr Kai Wallisch, Partner Isabell Peglow, Senior As­so­ci­ate Mil­itsa Decheva Petrova, Senior As­so­ci­ate  Al­ex­an­der Seitz, Associate (all Corporate/M&A) Dr André Lippert, Partner, Public Dr Andreas Heim, Partner Dr Saskia Köppen, Senior Associate Martin Maurer, Senior Associate (all Commercial) Dr Boris Alles, Partner Jonas Hötzel, Senior Associate Lisa Hermann, Associate (all Employment) Dr Marc Seibold, Partner Anne Waßmuth, Counsel Carla Kaeber, Associate (all Finance) Dr Martin Mohr, Partner, Tax Dr Michael Kraus, Partner Martin Kilgus, Counsel Henry Vetter, Associate (all TMC) Dr Rolf Hempel, Partner Martin Cholewa, Counsel Elisa Götz, Associate (all Antitrust, Competition & Trade) Dr Stefan Voß, Part­ner  Hen­rike Heusmann, Associate (both Real Estate) Thomas Fröhlich, Counsel Lisa Dietrich, Senior Associate (both IP) Birgit Wagner, Legal Manager Lisa Mattmann, Senior Legal Specialist (both Smart Operations)Press Con­tact presse@cms-hs. com
29/11/2024
CMS Expert Guide to Hydrogen Law and Regulation
Since we last reported on the hydrogen sector in 2021, the pace of developments in the sector has kicked up a couple of gears. While the scale of the challenges that still need to be overcome should not...
Comparable
28/11/2024
CMS advises H2 Amort­isa­tion­skonto GmbH on EUR 24 billion loan to develop...
Hamburg, 28.11.2024 – A key milestone in setting up Germany’s core network of hydrogen pipelines has been reached. With support from CMS, the operators behind the hydrogen core network have secured EUR 24 billion in finance by entering into a loan agreement with KfW, with special-purpose vehicle H2 Amort­isa­tion­skonto GmbH being used for this purpose.H2 Amort­isa­tion­skonto GmbH has concluded a loan agreement for EUR 24 billion with KfW as interim financing for the amortisation account. This finance is a crucial step in ramping up the national hydrogen market and building a hydrogen core network in Germany. The legal basis for this intertemporal compensation mechanism is the Energy Industry Act (En­er­giewirtschafts­ge­setz, EnWG), and in particular sections 28r and 28s. The amortisation account managed by H2 Amort­isa­tion­skonto GmbH is an important instrument for developing Germany’s hydrogen infrastructure. The account serves to pay subsidies to the operators of the hydrogen core network, with the aim of cushioning the initial investment and driving forward development of a sustainable hydrogen market. The loan agreement with KfW acts as interim financing for these subsidies. The plan is for the hydrogen core network operators to pay surplus income into the amortisation account in later years, as soon as revenue from network fees exceeds the costs. The sole shareholder of H2 Amort­isa­tion­skonto GmbH is currently Trading Hub Europe GmbH, a joint venture formed by the eleven biggest gas transmission system operators in Germany which is the sole market area manager of the German gas transmission networks.A CMS team headed by Dr Marc Riede and Nicolai Bischof provided H2 Amort­isa­tion­skonto GmbH with comprehensive legal advice. This covered all aspects of interim financing for the amortisation account and other legal issues relating to implementation of the account. CMS regularly assists companies and institutions around structuring innovative financing models and implementing pioneering projects to promote Germany’s energy transition. CMS Germany Dr Marc Riede, Lead Partner, Banking & Finance Nicolai Bischof, Counsel, Banking & Finance  Dr Holger Kraft, Partner, Corporate/M&A Dr Stefan Kühl, Senior Associate, Corporate/M&A Shaghayegh Smousavi, Partner, Energy Dr Susann Brackmann, Partner, Restructuring & Insolvency Inhouse at Trading Hub Europe GmbH Sanel Rekic, Head of Legal, HR Markus Berger, Head of Controlling, Treasury, ProcurementPress Con­tact presse@cms-hs. com  
28/11/2024
Shell judgment – impact for companies and COP29
The Dutch Shell judgment of 12 November 2024 (Shell judgment) resonates strongly with the commitments and discussions during COP29, as it shows how judicial rulings can enforce accountability on corporations in line with global climate goals.