mARCH 2012 www.lawyer-monthly.com World Report - Offshore 11

Jersey announces proposed changes to merger control thresholds

The Jersey Competition Regulatory Authority (JCRA) has announced upcoming changes to Jersey's merger control thresholds. These thresholds determine when a merger or acquisition has to be approved by the JCRA before it can be implemented. Subject to the final approval of the States of Jersey, the new thresholds are expected to be introduced in the second half of 2012.

At present, Jersey's merger control

thresholds are based on the transacting parties' share of supply of goods or services to Jersey customers. It is proposed that the existing thresholds be replaced with a new two limb test that will require a merger or acquisition to be notified to the JCRA if:

• the combined aggregated annual

• the combined aggregated annual turnover un Jersey and Guernsey of all the undertakings concerned in the transaction is more than £5 million; and

• the annual turnover in Jersey of each of at least two undertakings concerned is more than £2 million.

The turnover in question will be the turnover of the purchaser and the target (in a typical acquisition situation), the merging parties to a merger, or (typically) all parties to a joint venture, including in each case the turnover of the relevant party's corporate group. The JCRA has indicated that turnover will be calculated largely in accordance with established European practice, and will be based on direct sales

to island customers; turnover resulting from sales made indirectly to island customers via wholesalers or distributors in the UK, for example, will not be attributed back to the original off-island supplier.

There will also be another test to cover

so-called "creeping acquisitions" i.e. smaller, apparently separate transactions carried out over a period of time, which individually fall below the merger control thresholds but which together potentially lessen competition and are therefore worthy of scrutiny by the JCRA.

It is envisaged that a similar merger con-

trol framework will be adopted in Guernsey when its competition laws are introduced later this year. Although, as always, the devil will be in the detail, it is hoped that this will make it easier for companies oper- ating in both islands to know whether they need approval, particularly given the in- tended move away from the less objectively quantifiable 'share of supply' test.

The changes should also allow the JCRA

to focus on more local matters by reducing the number of large international mergers needing to be notified. That said, going forward, parties to a proposed transaction based outside the islands who supply direct to island customers (through online sales, for example) will still need to be aware of the Channel Islands' merger control rules and their obligation to notify if the new thresholds are met.

Carey Olsen retains top offshore position of firms advising London-listed clients and achieves top ten ranking for advising FTSE 100 companies.

Carey Olsen has once again surpassed its competitor as the only offshore law firm to be ranked in the top ten alongside UK and international law firms for the total number of stock market clients it advises, according to the Q1 2012 All Market Edition of The Morningstar Professional Services Rankings Guide.

Carey Olsen climbs from eighth to

seventh position in the recent guide and gains more new clients than any other law firm listed in the top 20, including two FTSE 100 companies, and sits 17 clients clear of the next offshore firm with the Guide stating: “The biggest gains on the

total stock market went to Carey Olsen who won three new clients.”

The latest report also see Carey Olsen

join the top ten table for legal advisers to the FTSE 100, in a meteoric rise from 20th to 10th place, for the total number of top 100 companies the firm advises listed on the London Stock Exchange (LSE) by market capitalisation. In the Alternative Investment Market (AIM) tables, Carey Olsen rises from fourth to third position and is the only offshore law firm to feature in the top ten for the number of AIM clients it advises.

Olswang LLP officially launches

Singapore office

Olswang LLP celebrated the official opening of its Asia headquarters in Singapore recently with an event which saw members of the legal and business communities come together at The Landing Point, Fullerton Bay Hotel. The firm has also announced the

addition of Partner Andrew Stott to the team who has transferred from the firm's headquarters in London. Andrew specialises in international M&A and corporate finance, joining Managing Partner Rob Bratby and partners Elle Todd and Jonathan Choo at a regional level. "This is a major step forward for

Olswang," Olswang Chief Executive, David Stewart comments. "After the recent successful openings of our Madrid, Paris and Munich offices, we are delighted to be supporting the ASEAN business community with this dynamic team who are leading practitioners in the technology, media and telecoms sectors." David continues, "Our aim is to develop

a sector based leading international legal practice. This new office opening is a key step in our strategy which this year has resulted in a 25% rise in our mid-year financial results, one of the highest in the market." A full service law firm, Olswang Asia is

primarily focused on advising on matters within the Technology, Media and Telecoms industries. Drawing on extensive global and regional experience as well as working closely with its teams in Europe and alliance partners, the Asia hub helps companies across the ASEAN, Indian and Chinese markets. The firm has been operating in Asia since November 2011 and counts Tune Hotels, euNetworks, Tony Fernandes, Visa, Tata, Telstra, PayPal and Microsoft amongst its clients in the region.