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Deal Maker of the Year Awards 2013 WINNER - STEPHAN ALAMOWITCH
DEAL: Google launches €60m fund to help French media sites NAME: Stephan Alamowitch COMPANY: avocat a la Cour POSITION: Partner TEL: +33 1 70 91 87 21 EMAIL: stephan.alamowitch@olswang.com
Born in 1963. Practising as “avocat since 1988. Career at Orrick and Dechert. Founder of the Paris office of Olswang in 2011
BIO
My practice is primarily focused on banking and finance in a very broad sense, including asset finance, acquisition finance for French and international arrangers and for large French corporations, as well as entertainment and technology finance. I am also involved in transactions on the debt financial markets (EMTN, US private placements for French issuers) and in the financings granted by non-financial institutions, such as debt funds or private investors. In addition my practice also covers “global projects”, often at the request of, or in coordination with consultancy firms and public authorities.
Education: Duke University: North Carolina LLM; University of Paris I La Sorbonne: licence, maîtrise and D.E.A. awarded with distinction, maîtrise d’économie appliquée; diploma of Institut d’Etudes Politiques de Paris. Lecturer in Financial Law at Institut d’Etudes Politiques de Paris. Languages: French, English and Spanish
DEAL OVERVIEW Q
Please summarise the transaction
I advised the French press for the setting-up of the Digital Innovation Press Fund, known in French as Fonds pour l’Innovation Numérique de la Presse. This fund is co-managed by Google and my client, which is a publisher trade group, the “Association de la presse d’information politique et générale”.
We advised the French press association on issues such as the regulatory status of the fund, its corporate governance, the fund documentation and the tax rules funds have to clarify. We also advised the French press association on competition law issues and on the commercial contracts that would be entered into between Google and the newspapers and magazines members of the French Press Association
What was your role within the transaction
From the very beginning, main adviser of the French press Association, leading the negotiation with Google
How were the challenges or difficulties overcome
In three different manners, as far as I was concerned, • Thorough legal analysis • Understanding of the political context of the negotiation and of the situation the traditional press is facing currently
• Long hours of negotiations.
In addition, the parties benefited from the supervision of the entire process by the very talented high civil servant appointed as mediator by the government, Mr. Marc Schwartz.
Q
and with the Government-appointed mediator as well as with the French tax authorities.
Q
What were the challenges or difficulties presented
Here is a list of the main challenges of this deal, in no particular order : • the French press association gathers members of different nature, and the interests of all the members needed to be taken into account ;
• the fund is an unregulated fund, and therefore the legal issues were often especially new and tricky
• Google is a very well organized group, with a lot of experience in complex cross border negotiations and all the surrounding issues, which was not always the case with the French Press Association
• more globally, the legal issues at stake were unprecedented in many respects, in financial law, in competition law or from a tax standpoint.
What other types of clients or transactions have you been involved with
I am involved in several traditional financing, very often on borrowers’ or issuers’ side. I also represent foreign financial institutions such as Bank of America on asset finance transactions on the French market. I am also currently helping France Telecom and French publishing houses in the corporate and financial structuring of a new digital platform.
Q
What are your thoughts and predictions for 2014 and beyond
Three ideas or rather trends: • The economies of the Eurozone are not functioning at full speed, this is an understatement, and our clients are still facing a difficult environment. They are more demanding with the service professions and with their lawyers in particular. We have to take this into account.
• We tend to work more and more for entities providing funding solutions other than traditional equity investments or bank loans (debt funds, asset managers, …).
• Careful and innovative structuring of the deals will be more necessary than ever.
FRANCE