2 Finance Monthly Deal Maker Awards 2024. USA INTRODUCTION 2
3 Finance Monthly Deal Maker Awards 2024. USA
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5 Deal Maker Awards2024 FM Finance Monthly Deal Maker Awards 2024. Introduction Welcome to the Finance Monthly Deal Maker Awards, where we recognize the outstanding achievements and innovative contributions made by leading professionals in the finance sector. This edition shines a spotlight on Dr. Wolfgang Hermann of Hermann & Kollegen, who is prominently featured on the cover. Joining him are other exemplary professionals: James Tetherton of Graph Strategy, Torsten Adam representing Artemis and Andrew Pollard of Ahead Business Consulting, to name but a few. Their collective expertise has made a significant impact on their respective industries and stands as a testament to the high standards of excellence we celebrate. Each of these accomplished individuals has demonstrated unique capabilities in navigating complex financial landscapes, creating value through strategic decision-making, and offering exceptional advisory services. We are delighted to honor their work, dedication, and the integral role they play in driving progress in the financial world. Congratulations to all the award recipients. Enjoy this issue, and join us in celebrating these leading professional advisors.
Real Estate Transactions Adviser of the Year DR. WOLFGANG HERMANN Hermann & Kollegen Adviser of the Year JAMES TETHERTON GRAPH Strategy M&A Transactions Adviser of the Year RAJIV KHANNA Norton Rosefullbright M&A Lawyer of the Year SIMON SABEL Walberg & Cie EDITOR’S CHOICE 8 14 18 20
Finance Monthly Deal Maker Awards 2024. GERMANY REAL ESTATE TRANSACTIONS ADVISER OF THE YEAR Partner at Hermann & Kollegen DR. WOLFGANG HERMANN Welcome to this edition of the Finance Monthly Deal Maker Awards, where we are excited to feature an exclusive interview with Dr. Wolfgang Hermann, a partner at Hermann & Kollegen. Dr. Hermann is known for his profound expertise in complex real estate transactions and today, he shares valuable insights into his firm’s strategies and experiences in the industry, particularly in managing high-stakes property deals like shopping centres and hotels. Join us as we explore the intricacies of these sophisticated transactions. 8
Finance Monthly Deal Maker Awards 2024. GERMANY Dr. Hermann, given your firm’s comprehensive advisory services on all variants of real estate transactions, including asset deals, share deals, and sale and leaseback transactions, could you share a standout experience that highlights your team’s expertise in handling complex properties like shopping centres and hotels? Very much so. The transaction involved legal advice on the buyer’s side for the acquisition of a shopping centre and an adjacent hotel. Both properties were strategically located but posed a number of challenges due to long-term leases, complex operating structures and regulatory requirements. It was also unclear at the beginning whether the transaction should be realised as an asset or share deal. One challenge was the complex lease structures and operational interdependencies: the shopping centre had various tenants with different terms and conditions, including some long-term leases that required special attention. The hotel was part of an international franchise and was subject to specific franchise agreements that had to be taken into account in the transaction. Both properties were subject to strict building and environmental regulations, which had to be analysed in detail and taken into account in the transaction planning. Our team carried out a comprehensive due diligence process covering legal, financial, technical and environmental aspects to obtain a complete picture of the risks and potential of both properties. Due to the complexity of the transaction, the team opted for a structuring that included asset deals for certain parts of the shopping centre as well as share deals for the hotel and other parts of the property. This mixed strategy enabled the tax burden and regulatory requirements to be optimised. The team negotiated intensively on guarantees and exemptions in order to minimise the risk for the investor group. In particular, this included aspects resulting from the long-term leases and franchise agreements. Together with our manager and his tax advisors, the team developed a long-term operating concept that ensured both the ongoing attractiveness of the shopping centre and the profitability of the hotel. This included strategies for tenant retention and acquisition as well as increasing operational efficiency. The transaction was successfully completed, and the investor group was able to integrate the shopping centre and hotel into its portfolio. Thanks to careful planning and comprehensive due diligence, the team was able to minimise the risks associated with the transaction and ensure a smooth transition to the new operating structures. This example underlines the importance of a comprehensive and strategic approach to complex property transactions. The combination of thorough preparation, detailed due diligence and innovative transaction structuring is crucial to ensure the success of such endeavours. With the firm’s emphasis on ensuring clients have a dedicated partner to lead their transaction, how has this approach enhanced the efficiency and outcomes of the deals you manage? A dedicated contact person ensures a direct and uncomplicated line of communication between the client and the firm. This reduces misunderstandings and ensures that information can be exchanged quickly and efficiently. Clients feel better informed and involved, which strengthens the relationship of trust. Through continuous support, the contact person gets to know the client’s specific needs, goals and preferences in detail. This enables tailored advice that increases the chances of a successful transaction while minimising risks. “Our team carried out a comprehensive due diligence process covering legal, financial, technical and environmental aspects to obtain a complete picture of the risks and potential of both properties.” 9
A dedicated point of contact who is familiar with all the details of the transaction can react quickly to problems and find efficient solutions. This saves time and resources and can be decisive in meeting deadlines and ensuring the success of the transaction. Complex transactions often require expertise from different areas of law. A contact person can act as a central coordination point, ensuring that all specialists involved work together effectively and optimally integrate their contributions into the overall strategy. Ongoing support from the same contact person ensures consistent quality advice throughout the entire transaction process. This helps to avoid errors and maintain the integrity of the transaction. Clients who know that they have a reliable and competent contact person feel more secure and satisfied. Thus, the law firm can establish itself as a reliable partner that not only offers legal expertise but also actively supports its clients’ business success. Given the range of services that your firm provides, from establishing property companies and joint ventures to structuring the buying and selling process. Could you explain how the integration of these services benefits your clients throughout their transaction journey? This holistic advice enables transactions to be completed more efficiently, securely, and with greater strategic focus. Key benefits include (i) comprehensive strategic planning that takes into account all legal, financial and operational aspects, (ii) risk minimisation, (iii) increased efficiency, (iv) flexibility and adaptability and (v) cost efficiency by leveraging synergies and avoiding redundant services. If required, specialised services can be seamlessly integrated to respond to specific challenges or opportunities within a transaction. This ensures access to in depth expertise exactly when it is needed. This leads to a more secure, efficient and strategically focused execution of transactions. Reflecting on the past 12 months and considering non-confidential details, could you share insights into a transaction your firm has been particularly proud of, highlighting the challenges overcome and the innovative strategies employed? In the above example, the challenge was particularly the complexity of the transaction and the time aspect, as well as considering the turn of the year and the associated Christmas holidays. Everyone on the team was highly motivated, and there was no question of bringing the project to a successful conclusion that was in line with the client’s time requirements despite the Christmas holidays and the desire for family and time off. Everyone was there for each other and compensated for each other’s time off. Working from home also made things a lot easier. This united team effort from within the team makes me particularly proud and makes the transaction so important for our law firm. This is not an innovative approach (such as AI), but I am convinced that without the people behind it and a really well-functioning team, you cannot be successful. Legal due diligence is a cornerstone of your advisory services. How does creating a detailed due diligence report set the foundation for successful negotiations and transaction closures? Legal due diligence is a crucial step in transactions. It serves to identify, assess and ultimately minimise risks by thoroughly examining all legal aspects of the target “A dedicated contact person can act as a central coordination point, ensuring that all specialists involved work together effectively and optimally integrate their contributions into the overall strategy.” GERMANY 10 Finance Monthly Deal Maker Awards 2024.
company or investment object. The preparation of a detailed due diligence report can, in many ways, form the basis for successful negotiations and transaction closings: Risk identification and assessment: a thorough due diligence report uncovers potential legal risks, such as ongoing or impending litigation, regulatory violations, intellectual property issues and problems with contracts. By identifying these risks before the transaction is finalised, companies can make informed decisions and develop risk mitigation strategies. Negotiation basis: The results of legal due diligence provide a solid basis for negotiating purchase price adjustments, warranties, indemnities and other contractual clauses. They allow the buyer to address specific risks and negotiate protections that minimise their risk. Compliance assurance: The report helps to ensure that the target company fulfils all relevant legal and regulatory requirements. This is particularly important in highly regulated industries or where breaches of compliance regulations can cause severe financial and reputational damage. Increase investor confidence: A comprehensive due diligence report can increase the confidence of investors and financing partners by demonstrating that the investment has been thoroughly vetted and that known risks have been adequately addressed. This can facilitate the raising of capital and positively influence the valuation of the target company. Strategic planning: The findings from legal due diligence can be decisive for strategic planning after the transaction. They provide insight into legal obligations, contracts, and potential liability issues that are important for integration and future business strategies. Reputational protection: Careful review and documentation of legal relationships can also protect companies from unwittingly becoming involved in illegal activities or scandals that could damage their reputation. Overall, preparing a detailed due diligence report is not only a risk mitigation tool but also a key factor in the success of business transactions. It enables the parties involved to act with greater certainty and clarity and helps to maximise the value and stability of the transaction. The preparation of a detailed due diligence report can, in many ways, form the basis for successful negotiations and transaction closings: Finance Monthly Deal Maker Awards 2024. GERMANY 11
12 Finance Monthly Deal Maker Awards 2024. GERMANY When it comes to the drafting, negotiating, and processing of purchase contracts, what key factors do you consider to ensure that the contracts reflect the due diligence findings and safeguard your clients’ interests? These factors include: Detailed representation of assets and liabilities: The purchase agreement should contain an accurate and detailed statement of all assets and liabilities to be transferred. The results of the due diligence can help to identify unclear or potentially problematic aspects that need to be addressed in the negotiations and in the contract text. Adjustment of the purchase price: Based on the due diligence results, it may be necessary to adjust the purchase price to take account of any risks, identified defects or future liabilities. Mechanisms such as earnouts can also be agreed in order to link the purchase price to the future performance of the company. Guarantees and warranties: The seller should provide comprehensive warranties and guarantees regarding the accuracy of the information provided and the absence of hidden defects. These clauses should be specific to the findings of the due diligence and protect the buyer from unknown risks. Indemnities and limitations of liability: Indemnification clauses are critical to protect the buyer from future liability claims arising from prepurchase activities. At the same time, limitations of liability can be agreed to limit the seller’s exposure. Provisions for disputes: The contract should contain clear procedures for resolving disputes that may arise from the interpretation or application of the contract. This may include arbitration, mediation or other forms of dispute resolution. Compliance and regulatory approvals: The contract must ensure that all necessary regulatory approvals are obtained and compliance requirements are met. This also includes consideration of the results of legal due diligence with regard to regulatory risks. Transition and integration plans: For a smooth takeover, it is important to include detailed plans for the transition phase and the integration of the company’s activities in the purchase agreement. This includes provisions regarding personnel, IT systems and other operational aspects. Protection of intellectual property and other key resources: The agreement should ensure the protection and transfer of intellectual property and other critical resources and secrets of the target company. Clarity and precision: To avoid misunderstandings and later disputes, it is important that the contract is clear and precise. Each section should clearly define what is covered and clearly set out the terms and obligations of the parties. comprehensive advice that includes both project development-related aspects and other relevant areas of property law is crucial.
13 Finance Monthly Deal Maker Awards 2024. GERMANY For transactions with project development potential, how does your extensive experience in project development complement your advice in other areas of real estate law, such as property developer law, to provide a holistic service to your clients? In transactions with project development potential, comprehensive advice that includes both project development-related aspects and other relevant areas of property law is crucial. My experience in project development complements my expertise in other areas of property law to provide clients with a holistic service. Knowing the different phases of a project development - from site acquisition, planning and approval to the construction phase, marketing and utilisation - enables us to proactively advise clients and identify potential legal hurdles at an early stage. Our experience in project development helps us to precisely understand the practical requirements and risks of the project and to address them adequately in the contracts. By combining project development-related knowledge with expertise in other areas of real estate law, such as construction law, planning law and tenancy law, we can comprehensively assess risks and develop strategies to minimise them. This includes advising on the structuring of transactions, the choice of the appropriate legal form and the preparation of collateral. www.hk-law.de www.linkedin.com/in/dr-wolfgang-hermann-5a204874 An in-depth understanding of the regulatory requirements applicable to project developments, including environmental assessments, planning permission and compliance with local building regulations, is essential. Project developments often require cooperation with professionals from various fields, such as architects, engineers, urban planners and environmental consultants. Our experience in interdisciplinary work enables us to liaise effectively with these professionals and ensure that all legal, technical and planning aspects of the project are aligned. By combining our knowledge of project development with comprehensive advice in other areas of property law, we are able to offer our clients a holistic service covering all legal aspects of their projects. This approach makes it possible to realise projects efficiently and with legal certainty while at the same time protecting and promoting the objectives and interests of our clients. Our experience in project development helps us to precisely understand the practical requirements and risks of the project and to address them adequately in the contracts.
ADVISER OF THE YEAR Senior Partner at GRAPH Strategy www.graphstrategy.com JAMES TETHERTON Finance Monthly is honoured to sit down with James Tetherton, Co-Founder and Senior Partner at GRAPH Strategy, to hear about how he has carved out a niche in strategy consulting through his two decades of experience in the industry. James tells us about GRAPH’s methodology, how his leadership approach has evolved over time, and how he plans to deal with the challenges facing the private equity industry in today’s business climate. USA 14 Finance Monthly Deal Maker Awards 2024. UNITED KINGDOM
James, you have accumulated a wealth of experience and skills during your career. What is it about GRAPH Strategy that motivates you to continue your work in strategy consulting, and why is this area of business exciting to you? Whether it’s helping our clients to make acquisitions, develop new business models, or exploit new value opportunities, the work we do is always fast-paced and incredibly interesting. I’ve always relished investigating new businesses and tackling difficult questions. That’s really what’s kept me in the business of strategy consulting for the last 20 years. We work with private equity investors and founders of businesses, all of whom are brilliant and passionate about what they do. Our team at GRAPH is also an immensely capable and driven group of individuals, who have chosen to work for a fast-growing boutique firm; we all share a vision of how we can grow and create value and impact together. So, if I were to sum up what drives me forward – and what really is the ethos of GRAPH – it is the idea that we are constantly doing great work, with great people, for great clients. What is your leadership approach and what core values inspire this? How do you successfully share responsibilities with colleagues in order to manage the business and for employees to have a secure management? As a leader, I think I’m fairly hands-on in some aspects, and good at delegating in others. I still really enjoy the day-to-day work of consulting, so I like working alongside my team and being as involved and accessible to clients as possible. A key thing I’ve learnt in my career is that you can’t succeed unless you surround yourself with really great people. At GRAPH, we go out of our way to hire the very best. In addition to direct referrals from existing team members, we also have good relationships with top universities in the US and UK to bring in fresh talent. Once you’ve got great people on your team, I think that leadership becomes focused on creating an environment in which those people feel enabled – where they can thrive and have maximum impact. Less hierarchy means that team members can take on responsibility early in their career and feel a sense of ownership in the team’s successes. The other big thing I spend time thinking about is how we maintain our culture. How can we make sure that GRAPH is a firm that people feel is the very best place to build a career in consulting? There’s also the challenge of how to balance time spent working in the business versus on the business – it’s a challenge that I think every business leader will recognise. One of the investments we’ve recently made to address this challenge is creating a new Chief of Staff role in the UK office, to help ensure we’re heading in the right direction and that our key operations are positioned for success as we continue to scale. What is the philosophy behind the GRAPH Blueprint™️ and how has this methodology become a part of GRAPH? What makes this an effective delivery model? Fundamentally, our work involves helping clients make difficult decisions under tight time pressures. To be able to consistently deliver excellent outcomes, you need a repeatable process that doesn’t leave room for error. This is the idea behind the GRAPH Blueprint™️, our 5-stage delivery model. Our best practices provide more valuable data and analysis, more creative and constructive ideas, and avoid risky shortcuts and costly rework. Beyond the GRAPH Blueprint™️ , there are a range of tools, such as our Diligence Matters® toolkit and GRAPH Papers® article series, that we’ve developed Finance Monthly Deal Maker Awards 2024. UNITED KINGDOM 15
over the years to share best practices with our team and our clients to ensure we collaborate more effectively. Can you share your process of investigation? How have you refined this procedure to allow for greater success? The process of investigation starts with a very clear definition of the questions we’re trying to address: what is the investment thesis, and what are the key issues we have been brought in to tackle? We’ve found that initial precision regarding scope allows you then to spend time effectively on digging into the critical issues, rather than becoming overly broad and generic as you try to “boil the ocean”. Sourcing is another area we pay a lot of attention to. We try to bring in as many sources as we can to fuel our insights. A lot of that is quantitative, namely, opensource and proprietary management data. But I think a big differentiator for GRAPH is our strong belief in the value of qualitative insights, particularly ‘voice of customer’. We often deal with niche sectors where there’s not a lot of publicly available historical data. Having deep interviews with a representative range of key stakeholders and current decision makers lets us get ‘under the skin’ of the business. It enables us to get a view on how the sector is going to perform in the future, who the likely winners will be, and what value creation and differentiation opportunities the business has. At what stage of need do clients usually come to you for professional guidance? We’re lucky to have the chance to work with clients across all stages of the economy, from first-time founders seeking initial capital, all the way to large-cap funds who are investing in world-leading businesses. We often meet businesses that are taking on external investment for the first time and work with them through the commercial due diligence process. As a people-led business, GRAPH has a strong entrepreneurial culture that particularly suits our work with founder-led businesses. Post-investment, we might then help the business map out their growth strategy, whether it’s through organic options like launching new products or refining their pricing strategy, or the inorganic route through bolton acquisitions. Then in a few years, at exit, we might support the business with sell-side diligence as they take on investment from a larger PE fund. Can you tell us about some of the successes you have seen at GRAPH, particularly in terms of your client relationships? For us, a big measure of success is the length of relationship that we can build with our clients. We’re grateful to have clients that we’ve worked with since we set up the business and that we’re still working with 7 years later. We don’t take those partnerships for granted. Our success is underpinned by us consistently taking a long-term view in the way we operate and making sure that we’re always doing the very best possible work, and finding new ways to add value in those client relationships. We’re grateful to have clients that we’ve worked with since we set up the business and that we’re still working with 7 years later.” USA 16 Finance Monthly Deal Maker Awards 2024. UNITED KINGDOM
Obviously, the other thing that powers our growth is continually winning new clients. It’s particularly fulfilling when those clients come to us through referrals and introductions from people we know, which is a testament to the quality of the work and the value we deliver. What are the biggest challenges facing private equity firms and global corporations in today’s business climate? Where do you see the industry heading, what changes do you expect to see, and how do you plan on making sure GRAPH stays current and competitive in the industry? Everyone knows that the deal environment has changed significantly over the last 18 months. Compared to 2021 and early 2022, private equity firms are operating in a market characterised by higher interest rates and lower growth. Going into 2024, private equity will continue to face challenges from a range of factors, such as macroeconomic volatility and stricter regulations. With the new market conditions, there’s been a ‘back to basics’ shift in PE, with a stronger focus on business fundamentals and value creation opportunities. Despite the challenges it faces, PE is still incredibly vibrant, exciting, and growing, and its importance in the overall economy and its contribution to growth shouldn’t be underestimated. As market complexity increases, commercial due diligence becomes more crucial in guiding investment decisions and ensuring sustainable growth. We’ve seen more clients come to us with a desire to do early-stage work, ahead of the transaction process, to help them build a unique investment case and value creation strategy. We’ve also seen an increase in demand for commercial due diligence to support bolton acquisitions as that has become a more popular lever for value creation. The best CDD work will offer an adaptable, creative, and forward-thinking approach. The skills, insights, and relationships offered by boutique consultancies like GRAPH will prove invaluable in navigating the challenges and seizing the opportunities of the evolving market. GRAPH’s ongoing success, even in the face of the market turbulence that characterised 2023, is a testament to the strength of our boutique offering and the merits of the long-term approach we take to running the business. Finally, what does winning this award mean for you personally and for GRAPH too? What else can we expect to see from GRAPH in the future as you continue to grow and succeed? We’re delighted! It’s been an incredibly rewarding journey as an entrepreneur to grow GRAPH internationally by building a great team and a network of strong client relationships. This award is an incredible recognition of the success and impact we’re having in the market. We’ve started 2024 with a very strong team, exceptionally robust pipeline, and a great market reputation, backed by a high referral rate among clients and increasing industry recognition such as this award. Within the business, we’re incredibly excited about the future – we’ve got a clear view of our path to 2030 and, with every passing day, we’re actively working to make that plan a reality. Going into 2024, private equity will continue to face challenges from a range of factors, such as macroeconomic volatility and stricter regulations.” Finance Monthly Deal Maker Awards 2024. UNITED KINGDOM 17
USA Finance Monthly Deal Maker Awards 2024. M&A TRANSACTIONS ADVISER OF THE YEAR Partner - Norton Rose Fulbright RAJIV KHANNA Rajiv Khanna focuses on domestic, cross-border and multijurisdictional mergers and acquisitions transactions. His clients are in the technology, EVs, life sciences, pharmaceutical and other industries. Rajiv is the architect of many seminal pathbreaking transactions, including complex SPAC business combinations; first ADR linked share subscription facility for an Indian company; the first proposed reverse merger of an Indian privately held corporation with a NASDAQ- listed, publicly traded US company; the first merger of a US private company with a publicly traded Indian company; the first merger of a NYSE-listed Indian company with a NASDAQ-listed US company; and the first triple-dip aircraft financing, which allowed full depreciation to be claimed in the US, Japan and India for the same aircraft. Rajiv uses not only his legal acumen, but also his business education to understand his clients’ needs and their business functions and objectives. He takes a practical and solutions-oriented approach to each matter as he works through legal issues, always keeping his client’s ultimate business goals in mind. Above all, Rajiv makes impossible deals happen in a difficult market! 18
Finance Monthly Deal Maker Awards 2024. USA RELATED SERVICES Representative experience • Represented a U.S. pharmaceutical company in the asset sale of a pharmaceutical product line to a Asian multinational pharmaceutical development, manufacturing and marketing company for development and commercialization in the United States. • Representing Stardust Power Inc. to go public through its business combination with Nasdaq listed global partner Acquisition Corporation II. • Representing Burtech Acquisition Corp. in its business combination with Blaize, Inc. provider of AI Solutions for Edge Computing. • Represented Aeries Technology Inc. in its business combination with Worldwide Webb Acquisition Corp. • Represented SRIVARU Holding Ltd. in its business combination with Mobiv Acquisition Corp. • Currently representing DigiAsia in its business combination with StoneBridge Acquisition Corp. • Represented a U.S. pharmaceutical manufacturer on the acquisition from a privately-held global specialty pharmaceuticals developer/manufacturer of in-development biopharmaceutical, for development and commercialization in the United States and Canada. • Represented a U.S. pharmaceutical manufacturer on the acquisition from a privately-held specialty global pharmaceuticals developer/manufacturer of assets regarding trio of in-development biopharmaceuticals, for development and commercialization in the United States and Canada. • Represented a specialty pharmaceutical manufacturer on a permanent irrevocable license with respect to an in-development biopharmaceutical, for development and commercialization in the United States and Canada. • Represented a pharmaceutical company in a licensing and co-development agreement with another pharmaceutical company. AWARDS & RECOGNITION • Selected 2021and 2024 Deal Maker of the Year by Finance Monthly Magazine, London • Selected New York Super Lawyer • The Legal 500 United States Recommended in M&A Corporate and Commercial: M&A - middle-market • Admitted as a full equity partner of LeBoeuf (I/k/a Dewey & LeBoeuf), 3 years and 6 months after joining as a first year associate of an AmLaw 100 firm (Nixon, Hargrave n/k/a/ Nixon Peabody), as opposed to the normal 8-12 years, a record that has not beaten by anyone so far. • Ranked first in his Master of Law Class. • Listed in Jewels of India, a book honouring prominent Indian-Americans in the US, as a “Star lawyer promoting India-US trade and investment.” • Elected to the Executive Committee of the Delhi High Court Bar Association at the age of 23. He was the youngest person ever to hold that position. • President, India-America Chamber of Commerce, a bi-national chamber of commerce that is the focal point of US investment into India. Routinely host visiting dignitaries from India, including the Prime Minister, other senior cabinet members, head of India’s federal reserve bank, and heads and high level representatives of almost all the major business houses of India. • Received Citation of Honor from New York State Assembly. nortonrosefulbright.com 19
M&A LAWYER OF THE YEAR Managing Partner - Walberg & Cie DR. SIMON SABEL Simon advises in the areas of M&A, private equity and venture capital. His focus: complex transactions, often in an international context. He worked at leading international law firms in Munich and Hamburg, where he was primarily involved in M&A and private equity. He gained further experience in international investment work at single family office backed investment advisor in New York City. Simon co-founded Walberg Law Tax Strategy GmbH & Cie. KG (“Walberg & Cie.”) alongside his two partners Manuel Bruehl and Dr. Arno Malcher in 2023. Walberg & Cie. is a specialized legal and tax boutique based in Munich. The founders combine their enthusiasm for top notch legal and tax advice with a strong technological and digital DNA. Walberg & Cie. focuses on corporate law, tax law and the law of the digital world with a emphasis on digitalization, transactions and international aspects. Walberg & Cie.’s expertise is regularly in demand for complex projects, especially in the area of M&A and private equity. 20 GERMANY Finance Monthly Deal Maker Awards 2024. Dr. Simon Sabel Managing Partner | Attorney-at-Law Walberg & Cie | Schackstraße 1 | 80539 Munich T +49 89 2441521 13 | M +49 172 7500398 E: simon.sabel@walberg.law LI: www.linkedin.com/in/dr-simon-sabel-671391225 www.walberg.law
EyeEm was founded in 2011 as a global digital platform for ambitious amateur photographers. The EyeEm platform was originally used to edit images and share them with other users. The originally successful start-up, which at times had more than 20 million registered users, gained media attention when the well-known investor Peter Thiel participated in a financing round in 2015 alongside other well-known investors such as Earlybird. EyeEm was seen as a European alternative to Instagram. From 2015, EyeEm commercialized its images through the central digital distribution of photos for photographers, among other things, who in return received a share of the proceeds. In 2021, Talenthouse AG, based in London, England, and Baar, Switzerland, acquired the EyeEm Group. In April 2023, an application was made to open insolvency proceedings for the assets of EyeEm. Insolvency proceedings were subsequently opened. The acquisition of EyeEm took place as part of insolvency plan proceedings. The transaction was technically implemented by way of a capital cut. The creditors‘ meeting approved the insolvency plan. The parties involved agreed not to disclose the economic terms of the transaction. The Walberg team, consisting of the founders Manuel Brühl, Dr. Arno Malcher and Dr. Simon Sabel as well as Of Counsel Prof. Dr. Caspar Behme provided Freepik with comprehensive legal and tax advice on the project. Dr. Jan Beckmann, Hamburger Anwaltskontor, provided employment law expertise. The Walberg team worked on the transaction hand in hand with the Spanish law firm FILS Abogados, S.L.P., („Fils“), a Spanish boutique law firm with a special focus on M&A, venture capital and private equity. In particular, Walberg & Cie.’s distinctive interface expertise in the areas of tax, IT law (AI) and transactions was fully utilized 21 Finance Monthly Deal Maker Awards 2024. GERMANY in advising Freepik. In addition to tax structuring and corporate and insolvency law structuring, issues relating to the legal situation of the technical platform and the AI developed by EyeEm were of central importance. „This transaction also showed the trend we have observed recently that a key asset and integral part of the investment case is often an AI developed by the target itself. Due to the novelty of the technology, it is not possible to fall back on a broad body of case law with regard to the resulting questions concerning the legal situation of (training) data, the AI itself and the admissibility of alternative use cases of the AI. This is what makes these cases so interesting,“ says AI expert Dr. Malcher. „From a tax perspective, such distressed constellations always raise the question of the appropriate treatment of restructuring gains; this is particularly important in the case of a share deal from insolvency,“ adds tax expert Brühl. „This transaction is a good example of how the market is currently functioning: once celebrated start-ups are unexpectedly in trouble, despite very solid business cases – we see good times for investors with a clear strategic compass and solid funding. We are delighted that we were able to work alongside Freepik and EQT on this complex distressed cross border transaction,“ said transaction expert Dr. Sabel. The acquirer Freepik was founded in Málaga in 2010 with the idea of making graphic resources available to designers all over the world. The main business purpose is therefore not the licensing of photographs, but of selfcreated graphics, illustrations and other graphic content. Freepik is a portfolio company of EQT Mid Market Europe Fund, a fund of the Swedish private equity investor EQT with more than EUR 113 billion assets under management. Freepik has aquired EyeEm as part of a buy-and-build addon strategy. DEAL REPORT WALBERG & CIE. ASSISTS EQT PORTFOLIO COMPANY FREEPIK IN ACQUISITIONS OF EYEEM Oct 17 2023, Munich – Freepik Company S.L.U („Freepik“), Malaga, Spain, a portfolio company of EQT Mid Market Europe Fund, has acquired EyeEm Mobile GmbH („EyeEm“), Berlin, Germany. The acquisition took place after the opening of insolvency proceedings over the assets of EyeEm as part of insolvency plan proceedings.
22 Finance Monthly Deal Maker Awards 2024. USA
23 Finance Monthly Deal Maker Awards 2024. USA
Deal Maker of the Year TORSTON ADAM ARTEMIS Group Cross Border Transactions Law Firm of the Year ALEXANDRA PETSA Sardelas Petsa Law Firm Corporate Finance Lawyer of the Year BRUNO BARTOCCI Legance - Avvocati Associati Deal of the Year: Netting £30M For a SAAS Business ANDREW POLLARD Ahead Business Consultancy 26 30 32 28
Cross Boarder M&A Adviser of the Year RODRIGO CARVALHO Winston & Strawn LLP Corporate and M&A Adviser of the Year NICHOLAS TAN CHOI CHUAN Shearn Delamore & Co Mergers & Acquisitions Lawyer of the Year FOLASADE OLUSANYA Jackson, Etti & Edu Mergers & Acquisitions Lawyer of the Year DEREK BRITS Barnard Law Firm ADVISERS OF THE YEAR 34 36 38 40
USA Finance Monthly Deal Maker Awards 2024. GERMANY TORSTEN ADAM DEAL MAKER OF THE YEAR Managing Partner at ARTEMIS Group Torsten Adam, Managing Partner of ARTEMIS Group, has more than 25 years of work experience in the areas of Mergers & Acquisitions, Corporate Finance and Advisory Services. His core competencies are in the fields of M&A Transaction Management, Buy & Build projects, Structured and Project Finance as well as Advisory Services. In addition to domestic transactions, Mr. Adam has overseen various cross-border M&A transactions with involvement in Asia, Africa, Americas and Europe. ARTEMIS Advisory Services GmbH Maximiliansplatz 12, 80333 Munich, Germany www.artemis-group.com 26
Finance Monthly Deal Maker Awards 2024. GERMANY 27 INDUSTRY FOCUS To generate maximum value in every deal, ARTEMIS Group has established best practice groups in specific industries, coordinated by a global lead partner. ARTEMIS Group focuses on 4 sectors: • Agriculture, Food & Beverages • Industrial Engineering & Manufacturing • Real Estate & Construction • Healthcare With its own offices in Munich and Singapore and a broad strategic partner network, ARTEMIS Group has a footprint in all relevant markets.” FIRM PROFILE ARTEMIS Group is an international and cross-sector Corporate Finance and M&A consulting boutique for startups and mediumsized companies, active in the market since 2001. Its core services cover the sectors of Mergers & Acquisitions, Corporate Finance and Advisory Services. With its own offices in Munich and Singapore and a broad strategic partner network, ARTEMIS Group has a footprint in all relevant markets. As a strong partner, ARTEMIS Group guides its clients from first venture capital financing rounds to subsequent expansion financings and classical corporate financing. Beyond, ARTEMIS Group advises companies in buy-side and sell-side M&A Transactions. ARTEMIS Group leads its clients through these complex processes. In addition, ARTEMIS Group structures and realizes Buy & Build Concepts with renowned family offices and entrepreneurial families. Long-term customer relations are built on trust, reliable statements, long-term cooperations and partnerships. The consistently excellent results are made possible particularly by the experienced, highly qualified professionals well-versed in their fields and by the excellent, global networks in all relevant markets. Thereby ARTEMIS Group achieves the best possible results for their clients. With the integrated M&A transaction management 4.0, ARTEMIS Group bundles all necessary technical components for a successful transaction, in which ARTEMIS Group is at the centre of interaction between companies, external consultants and investors. Within the framework of M&A 4.0, ARTEMIS Group brings its experience in Mergers & Acquisitions projects in terms of integrated control tools, project management tools and more. OUR LATEST MILESTONES In the last 24 months, ARTEMIS Group supported international family offices in the structuring and realization of a buy & build craftsman holding: from raising capital to the execution of the buy side transactions. During this time, the foundation was laid for a holding company with more than € 100 million turnover per year. In the field of agriculture, ARTEMIS Group supported the structuring and realization of a cross-border joint venture of seed breeding companies with an international footprint. In addition, ARTEMIS Group is involved in the structuring and financing of different buy & build holding companies. ARTEMIS Group has been the leading advisor in fundraising for various types of startups, securing amounts exceeding € 10 million.
ALEXANDRA PETSA CROSS BORDER TRANSACTIONS LAW FIRM OF THE YEAR Managing Partner at Sardelas Petsa Law Firm Alexandra Petsa is a Supreme Court lawyer and has a broadly based Greek and EU legal practice, having acted for numerous domestic and international clients in high-profile transactions and litigation cases. Alexandra is an expert practitioner with long-time experience in the fields of NPEs, restructuring and insolvency, judicial enforcement, real estate, tax and employment & social security law, having handled advisory, transactional and litigation work in relation to said fields, for domestic and international clients from a variety of business sectors, including banking and financial services, NPE management, real estate management & development, IT, pharmaceutical and media & entertainment sectors. In addition to her expertise in the above areas of practice, Alexandra has considerable expertise and experience in the fields of capital markets & securities regulation, banking and finance and banking regulation, having handled domestic and cross border financial, DCM and ECM transactions, as well as major litigation cases mainly for financial institutions, securities firms, and listed corporates. Alexandra begun her legal practice in 2002. From 2006 to 2009 she was in-house legal adviser to the Agricultural Bank of Greece’s investment firm (ATE Securities) and from 2009 to 2013 in-house legal adviser in TT Hellenic Postbank S.A. From 2013, she is Managing Partner of Sardelas Petsa Law Firm, in charge of the firm’s NPEs, restructuring and insolvency, real estate, tax and employment & social security law practice, overseeing the relevant divisions of the firm. Alexandra holds a law degree and a postgraduate degree in Commercial law from the law school of the University of Athens. She is the author of “The Law of Stock Exchange Transactions” (in Greek), 2005, and has numerous contributions in academic and practitioners’ Greek and international legal journals, such as the Greek Commercial Law Review the Greek Business and Company Law and the International Comparative Legal Guides. GREECE 28 Finance Monthly Deal Maker Awards 2024.
Sardelas Petsa law firm is one of the leading Greek business law firms with strong international dimension, well known for its top drawer specialized professional service in high profile cross-border and domestic transactions and commercial disputes. We are recognized by international legal directories, and considered by clients and peers alike, as a legal practice with high expertise and experience, which comes up with business-oriented, practical and legally robust solutions in complex transactions, some of which are considered to be groundbreaking not only by Greek but also international market standards. We have one of the broadest range of practices among Greek firms and we provide comprehensive advice and support to domestic and international businesses, spanning to a variety of legal disciplines, including banking, finance, capital markets, energy, M&As, real estate, privatizations and development of public assets, public procurement and litigation. We represent and advise a wide range of foreign and Greek clients covering all key sectors, including international and domestic financial institutions and IFIs, funds, energy developers, producers and traders, real estate developers and managers, pharmaceutical and health sector companies, IT and telecommunications providers, food & beverage and retail goods and services companies, as well as public sector enterprises and entities. Our continuous aim is to strive for consistent professionalism and excellence by adopting a flexible structure that allows our clients to work closely with our teams in Athens and Piraeus and profit from our expertise and experience, while ensuring innovative, practical and legally sage solutions at competitive rates. CONTACT: Sardelas Petsa Law Firm 8, Papadiamantopoulou str. 11528 Athens, Greece office@sardelaslaw.gr Tel: +30 2107296550 Fax: +30 2107296549 www.sardelaslaw.gr Finance Monthly Deal Maker Awards 2024. GREECE
CORPORATE FINANCE LAWYER OF THE YEAR www.legance.com BRUNO BARTOCCI Senior Partner at Legance - Avvocati Associati Bruno Bartocci focuses on private and public M&A, equity capital markets, financial services regulations and real estate. Within the Corporate Finance department of the Firm, he advises domestic and foreign investment banks, private and listed companies, and private equity funds in acquisitions (including tender offers on listed companies), mergers, divestitures, joint-venture transactions, IPOs and equity offerings in the various sectors of the economy. USA 30 Finance Monthly Deal Maker Awards 2024. ITALY
Legance is an independent Italian Firm with a strong position among full-service legal firms, and leader in the Italian and European market. Our law Firm was founded in 2007, by a team of wellestablished professionals united by common ideas and objectives: quality, expertise, understanding and anticipation of the clients’ needs, flexibility and nurturing of young talents. Legance has offices in Milan, Rome and to confirm its international vocation, in London as well. The Firm has established an extensive international network, with numerous independent legal firms in different jurisdictions, therefore assuring superior legal assistance but without having to give up its corporate identity and values. Our reputation of offering the highest level of international competence, scope and insight is guaranteed through our close collaboration with leading foreign law firms rigorously selected for each practice area. Through a so-called “Country Partners” system over the years we have built a solid and proven network of nonexclusive relationships that enable us to assist clients on international transactions with responsiveness and Firm Profile flexibility. We select the most appropriate partners in each jurisdiction through a competitive procedure based on specific criteria defined with our clients. During the years, the Firm has attracted both young talents and affirmed professionals who share the same principles and mission. Legance is indeed a law Firm, but it also means sharing a fulfilling working experience where clients are important and where all employees, regardless of their role, feel part of the same squad. Corporate Finance With around 100 highly-specialised lawyers, the Corporate Finance Department is at the forefront of the industry, assisting corporate clients in the most complex and high-profile national and international transactions completed in recent years. With exceptional multidisciplinary knowledge the team covers the full range of corporate finance services, providing in-depth advice on M&A (both to listed and unlisted companies) and private equity transactions. Working closely with multiple practice areas of the Firm, the team supports clients through every stage of a project, from identifying the most effective corporate and tax structures and carrying out due diligence to drafting and negotiating contractual documents and assisting in fulfilling antitrust and other requirements related to regulated sectors, such as banking and insurance. Legance is indeed a law Firm, but it also means sharing a fulfilling working experience where clients are important and where all employees, regardless of their role, feel part of the same squad. Finance Monthly Deal Maker Awards 2024. ITALY 31
ANDREW POLLARD Director & Co-Founder of Ahead Business Consultancy Ahead Business Consulting Ahead Business Consulting (ABC) is an independent boutique consultancy that specialises in aiding owner-managers to secure the best possible exit: high value, less stress, low risk, and strong posttransactional standing. ABC enhances strategic value by co-creating essential business change, paving the way for negotiations and due diligence. The most successful exits are planned a year or more in advance, allowing time to enact and embed changes that better position businesses for sale. Independent expertise is crucial for completing sales — especially important given that many acquisitions fail, and sellers often receive less than they hoped for. About Andrew Andrew specialises in guiding organisations to shape and then implement effective strategies. He co-founded Ahead Business Consulting with the conviction that quality strategy, transformation, and transactional support should be accessible to all businesses; and always make a practical difference. UNITED KINGDOM 32 Finance Monthly Deal Maker Awards 2024.
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