Chair's Note

Dear WSG Members,

Wishing everyone a happy holiday season and wonderful new year. As we end this very active and challenging year, I want to personally thank you for your contributions to World Services Group’s continued growth and success. It has truly been impressive to see such increased participation and activity within member firms and through WSG activities. The enthusiasm of seeing each other in San Francisco at the Annual Meeting in September was in many ways emblematic of our members’ commitment to WSG and also, personally, very inspiring.

Expanding on this and my previous Chair Note last quarter outlining key WSG 2022-23 objectives, I am proud to share that we have several new initiatives and events planned throughout the new year that will continue offering key networking and membership value opportunities, along with expanding the network’s brand awareness globally.

WSG will once-again host in-person events post Pandemic, offering invaluable ways to re-connect with colleagues through in-person programs and information sharing. The WSG Annual Meeting 2022 this past September in San Francisco, California and WSG IBA Annual Conference Luncheon 2022 in Miami, Florida in October were extremely successful with member attendees representing over 55 jurisdictions at each. Let’s keep it up!

Another important focus will be on the continued growth of the WSG Emerging Leaders Group (ELG), and support of their vision, projects and initiatives contributing greatly to future of the network’s success. WSG will offer an on-going 2023 Leadership Training Program on areas of interest such as firm business development, operations management and personal growth plans, to name a few. The ELG are our life-blood, let’s foster their enthusiasm and energy as part of our future!

WSG Practice and Industry Groups also continue to grow and are planning new active schedules for both in-person and virtual events. I encourage (and challenge) each of your to get involved and to get your colleagues involved.

With a continued focus on the network’s technology and innovation, new and updated features are planned for our platform, and WSG will be sharing a variety of helpful tools and materials with firm leaders to best assist with internal firm communications on the benefits of WSG membership participation and opportunities available. I encourage each and every one of you to take advantage our platform in ways that are meaningful to you, your practice and your Firms.

Additional new initiatives will continue throughout the upcoming year, and we will be sharing future updates and announcements on these with all members.

On behalf of the Executive Committee and the WSG Board of Directors, I wish you all the best, both personally and professionally, for the year ahead.

Yours sincerely,

Herman Raspé
World Services Group

In The News

Asia Pacific

Han Kun has provided legal services in connection with the listing and public offering of Rego Interactive Co., Ltd (“Rego Interactive”, Stock Code: 2422) on the Main Board of the Hong Kong Stock Exchange as the PRC counsel to the sponsor and the underwriters.

Rego Interactive is a marketing service provider based in the PRC. The company provides customers with marketing services that are comprehensive and tailored to their corporate needs, including marketing services for advertisers through traditional offline channels, online marketing services via large-scale media platform operators, virtual goods sourcing and delivery services, advertisement distribution services, and advertisement placement services. Rego Interactive also provides IT solutions services.

Asahi Intecc USA, Inc. (“Asahi”), a wholly-owned subsidiary of Asahi Intecc Co., Ltd. (“Asahi Group”), has acquired Pathways Medical Corporation (“Pathways”), a company with unique technology related to electrical wiring that can be formed on the surface of guide wires, etc. Asahi Group acquired the company with the aim of applying this technology to the stroke smart guide wire that it has been developing jointly with SENSOME in France. Takenaka Partners LLC (Los Angeles, CA) acted as the financial advisor to Asahi, providing due diligence and business advisory services.

Asahi Group, based in Aichi, Japan, primarily develops, produces, and sells guide wires, guiding catheters and balloon catheters which are medical devices indispensable for catheter treatment. The company has also expanded its product line to encompass other areas, such as peripheral vascular, abdominal, and cerebrovascular areas. Asahi Group’s sales channels extend to approximately 110 countries and regions with a market share of approximately 80% in Japan, 30% in the United States, 50% in Europe and the Near and Middle East, and 60% in China. Asahi Group has production sites in Thailand, Vietnam, and the Philippines, and R&D centers in Japan and the United States.

Pathways, based in New Castle, Delaware, is involved in the research and development of guide wires with sensors utilizing thin film electrical conductor technology. Pathways has the technology to form electrical wiring with an ultra-thin film on the surface of guide wires, etc. and a unique technology for connecting the wiring to sensors. In 2019, the company completed the first-in-man study on the guide wire equipment with the sensor, and the technical feasibility has been proven. By using the technology of Pathways, a very thin and uniform film can be laminated on thin and curved surfaces, such as those found on guide wires or catheters.

By incorporating Pathways’ technological capabilities, Asahi Group will be able to strengthen its own development of guide wires and catheters with sensors centered on smart guide wires. Asahi Group believes that this will lead to the realization and expansion of its new medium- to long-term business areas, as it will be possible to apply these technological capabilities to new and epoch-making products. By making Pathways a subsidiary, Asahi Group will continue to strive to promote digitizing medical care and help spread minimally invasive treatment products in a wide range of fields and improve patient quality of life.

Leading law firm MinterEllison has advised Victoria's Department of Environment, Land, Water and Planning (DELWP) on designing and implementing its second Victorian Renewable Energy Target reverse auction program (VRET2). The program provides investment certainty in the construction of new energy generation projects.

VRET2 aims to ensure that 40% of the State's electricity generation comes from renewable sources by 2025 and 50% by 2030. Through the reverse auction program, the Victorian Government awarded commercial contracts in support of over 623 MW of new solar energy capacity, including four big batteries.

VRET2 will promote renewable energy generation capacity, achieve emissions reduction targets under the Climate Change Act 2017 (Vic), and seeks to limit the State's exposure to high wholesale electricity prices through a competitively sourced contract for difference for electricity.

MinterEllison advised the Victorian Government on the design of the support agreements, negotiation of support agreements, the conduct and risks mitigation of the tender process, and compliance and transparency to the competitive tender process.

"We've worked in close partnership with DELWP on many key Victorian Government energy and climate change initiatives, and we are very proud to have advised on the VRET2 reverse auction for Victoria," said MinterEllison lead advisor and Special Counsel Fiona Lewis.

"During a time of challenging industry market conditions, we assisted the Victorian Government in designing and implementing the reverse auction process, which achieves both private sector commitment and a value for money outcome for the State."

MinterEllison is proud to advise the Victorian Government on energy and climate change projects in Victoria. We have advised DELWP on VRET1, the implementation of Victoria's renewable energy zones, and the Victorian Big Battery Project.


A Turkey Desk team led by Dr. Ali Sahin and Dr. Erdem Şişmangil, LL.M, both Partners at Heuking’s Frankfurt am Main office, advised Turkish duty-free operator Setur on the award procedure to operate the duty-free and duty-paid areas at Cologne Bonn Airport. Following a Europe-wide invitation to bid, Cologne Bonn Airport selected Setur as the new partner for its duty-free areas.

The new retail sections will be located behind the passenger checkpoints in the security area in Terminals 1 and 2 and will offer passengers at Cologne Bonn Airport a varied shopping experience and a high-quality waiting zone.

Opening is scheduled for June 2023

As a Koç Holding company, Setur was established under the roof of Setur Servis Turistik A.Ş. with the intention to operate in the duty-free retail management sector. It operates duty-free stores throughout Turkey by supplying products to 20 locations across land borders, seaports, and airports through its own logistics network. Its Edirne-Kapıkule stores operate Europe’s largest cross-border duty-free business.

KSB Advises the Largest Czech Real Estate Agency M&M reality in the Sale of 50% of its Shares

KSB's team (Dagmar Dubecká, Jakub Porod, Karolina Vosátková, Jan Černohouz and Simona Hornochová) provided legal and tax advice on the sale of a 50% stake in M&M reality holding a.s. The buyer is real estate group EHS, which has under its wings, among others, the platform, real estate agency Maxima Reality, and the Czech Real Estate Trust.

Both real estate companies intend to expand abroad (next year to Germany and Austria) under the new brand M&M Real Estate Europe. They plan to invest over CZK 3 billion in developing their business in the coming years.

Our advice consisted mainly in preparing and negotiating the transaction documentation, tax structuring, and assistance in competition law, as the transaction was subject to the Czech Competition Authority’s approval.

Vienna, Austria – November 17, 2022 – Under the lead of Patricia Backhausen and Christoph Brogyányi, DORDA advises global tech-group PDFTron on the acquisition of Austrian tech start-up eversign GmbH, a provider of digital signature solutions. This transaction is yet another example where DORDA's Digital Industries Group demonstrated its expertise and leading role in technology-related transactions involving innovation-driven markets.

The acquisition is not only of a strategic importance for PDFTron but was also challenging from a legal perspective because the digital signature business was spun-off from another group entity during the transaction. DORDA acted as lead counsel with the cooperation of US law firm Choate, Hall & Stewart LLP and UK law firm Armstrong Teasdale LLP. The transaction was signed in September 2022 and closed mid-November, after successfully obtaining FDI approval.

eversign GmbH, founded by Paul and Julian Zehetmayr, provides a service which offers digital signatures for documents (in particular, contracts) via the eversign platform. Attracting many clients worldwide, e.g., from Canada, the US, and the UK, eversign increased its customer base substantially in the brief period since its 2017 inception to over half a million users today.

PDFTron is the world's leading provider of document processing technology for developers and enterprises. The company's market-leading SDK drives digital transformation and powers next generation software applications with dynamic document viewing, annotation, processing, and conversion capabilities, as well as advanced features such as document understanding, data extraction, and redaction. With the acquisition of all shares in eversign, PDFTron envisages to further extend its technology platform in the end-user and no-code markets.

Patricia Backhausen (Attorney at Law, M&A, and Co-head of DORDA's Digital Industries Group): "Once again, the interdisciplinary nature of our Digital Industries Group has proven to be a vital asset for technology focussed deals. This transaction also signifies the increasing importance of Austrian tech start-ups that sometimes prove to be hidden champions even on a global basis. It was a true pleasure to have worked with PDFTron on this transaction!"

Christoph Brogyányi (Partner, Corporate): "We are very proud to have brought this cross-border acquisition to a successful closing in light of the rather tight timeline for the preceding carve-out. We sincerely congratulate PDFTron for closing this strategic deal."

Patricia Backhausen and Christoph Brogyányi were the lead lawyers of this transaction, supported by Angelika Holzer (Associate, Corporate). The FDI workstream was headed by partner Heinrich Kühnert (Competition/Antitrust), assisted by his associate Mirko Marjanovic. Partners Martin Brodey (M&A), Christian Ritschka (M&A), Nino Tlapak (IT/IP, Data Protection) and Bernhard Müller (Public Law), Counsel Andreas Seling (IT/IP), Attorneys-at-Law Manuel Mayr (Employment), Florina Thenmayer (Employment), Stanislav Nekrasov (Tax), Julia Haumer-Mörzinger (Real Estate), Julia Haunold (Corporate) and Magdalena Nitsche (Insurance) as well as Associates Corina Kruesz (IP/IT/Data Protection), Valentina Possegger (Employment), Emina Dedic (M&A), Anna Martseva (Insurance), Benjamin Kraudinger (IP/IT) further advised in this deal.

The successful advice was made possible not least by the interdisciplinary set-up of DORDA's Digital Industries Group, a few members of which were advising in this deal. DORDA's Digital Industries Group is an interdisciplinary team of experienced, technology-savvy lawyers in the digital and technology sector and thus the answer to complex, innovation-driven markets and companies for which a deep industry understanding of their strategic partner is vital. DORDA's Digital Industries Group sees itself as an innovation partner and masters digital complexity while considering all relevant areas of law.

Latin America

Buenos Aires, November 23rd, 2022. On November 10th, Vista Energy Argentina S.A.U. (“Vista”) successfully closed the swap of Series III Notes (issued on February 21st, 2020), through the issuance of Series XIV Notes — simple, non-convertible into shares, denominated and payable in U.S. Dollars—, for a total nominal amount of US$40,510,815. The issuance was carried out under the company’s Global Program of up to US$800,000,000..

Series XIV Notes, maturing on November 10th, 2025, will accrue interest at a nominal annual fixed rate, equivalent to 6,25%, and will amortize its principal in one payment on the maturing date. The Notes were entirely subscribed through the delivery in exchange for 81,02% of the outstanding Series III Notes.

In addition, Series XIV Notes were admitted for listing on Bolsas y Mercados Argentinos S.A., and authorized for trading at Mercado Abierto Electrónico S.A. On November 1st, Moody’s Local AR Agente de Calificación de Riesgo S.A. locally rated the Notes “” with a stable outlook (perspectiva estable) and, at the same time, they were locally equally rated by FIX SCR S.A.

In this notes issuance, Balanz Capital Valores S.A.U., Banco BBVA Argentina S.A., Banco de Galicia y Buenos Aires S.A.U., Banco Itaú Argentina S.A., Itaú Valores S.A., Banco Macro S.A., and Macro Securities S.A.U. acted as placement agents (the “Placement Agents”).

Morgan & Morgan Legal represented Latin American Kraft Investments, Inc. (the “Issuer”), in the registration of revolving commercial papers for an aggregate amount of US$40,000,000, under the abbreviated registration process for recurring registered issuers with the Superintendency of Capital Markets of Panama, in order for the Issuer to publicly offer the revolving commercial papers in multiple series.

The first series of revolving commercial papers for US$5,000,000 was successfully registered the Latin American Stock Exchange (“Latinex”). The funds received by the Issuer as a result of the placement of said first series will be used by the Issuer for refinancings, working capital growth, mergers and acquisitions, and capital investments of the Issuer or its subsidiaries.

MMG Bank Corporation acted as structuring, placement and paying agent of this issuance.

The Issuer is a Panamanian holding company that consolidates several subsidiaries that are dedicated to the production and marketing of packaging (corrugated, folding, chipboard, flexible packaging, inks and luxury packaging) in the Central American region and the Caribbean, Mexico, United States and some European countries.

Partner Ricardo Arias, senior associate Ana Carolina Castillo Solís and international associate Miguel Arias Mamais, participated in this transaction.

BLP has advised EVERTEC, Inc. (EVERTEC, or the Company) in Costa Rica and Guatemala on the refinancing of its existing credit facilities; the new credit lines consist of $200 million of extended revolving credit and a $415 million term loan A, both maturing on December 1, 2027. The new term loan and a $50 million disbursement from the revolving credit funded the repayment of the Company’s existing Term Loan A and Term Loan B in full. Truist Securities, Inc. acted as joint lead arranger, administrative agent, and collateral agent for the transaction, with Banco Popular de Puerto Rico and Citizens Bank, N.A., as joint lead arrangers and co-syndication agents, and FirstBank Puerto Rico and Fifth Third Bank, National Association as joint lead arrangers and co-documentation agents.

BLP served EVERTEC as local counsel in connection with the financing, including coordination of due diligence, review of financial documents regulated under New York law, review and negotiation of the guarantee package in related jurisdictions, and the fulfillment of conditions precedent for the financial closing of the transaction.

EVERTEC, Inc. (NYSE: EVTC) is a leading full-service transaction processing company in Puerto Rico, the Caribbean, and Latin America, providing a broad range of merchant procurement services, payment services, and business process management services. EVERTEC owns and operates the ATH® Network, a preeminent personal identification number (PIN) debit network that links ATMs in Latin America.

Directing the BLP team in this transaction were Partners Pablo Umaña and Vivian Liberman in Costa Rica and María Inés Arenales in Guatemala, together with associates Luis Herrera, Gustavo Gamboa, and Karla González.

North America & Caribbean

A Haynes and Boone, LLP deal team led by Megan Gess and Simin Sun advised firm client NextGen Healthcare, Inc., a leading provider of innovative cloud-based healthcare technology solutions, in its acquisition of TSI Healthcare. The transaction was completed on Wednesday, Nov. 30.

ONextGen Healthcare is a leading provider of innovative healthcare technology solutions. Located in Chapel Hill, N.C., TSI Healthcare is a national leader in the sales and support of customized NextGen Practice Management and EHR software.

Under terms of the agreement, the acquisition comprised of an upfront amount of $68 million, which will be paid in cash with contingent consideration of up to $22 million in cash in the form of an earnout, subject to achieving certain financial targets through March 31, 2025. The acquisition is expected to contribute approximately $10 million to $12 million of revenue in the remaining four months of fiscal 2023 and will be accretive to adjusted EBITDA and cash flow within a year. The company plans to update guidance when it reports its fiscal 2023 third quarter results.

“TSI was one of our premier clinical content and technical services partners specializing in comprehensive solutions for specialty physician practices,” said David Sides, president and chief executive officer of NextGen Healthcare. “This acquisition enables NextGen Healthcare to expand its presence in key specialties including rheumatology, pulmonology and cardiology.”

Hunton Andrews Kurth LLP advised Evergy Missouri West, Inc. (the “Company”) in connection with its issuance of $300 million aggregate principal amount of First Mortgage Bonds, 5.150% Series due 2027, under the Company’s Mortgage Indenture, in a private placement under Rule 144A and Regulation S of the Securities Act of 1933, as amended, to eligible purchasers.

The Company is an integrated, regulated electric utility engaged in the generation, transmission, distribution and sale of electricity in western Missouri, including the suburban Kansas City metropolitan area, the city of St. Joseph and surrounding counties. The Company is a wholly-owned subsidiary of Evergy, Inc.

The Hunton Andrews Kurth team included Peter K. O'Brien, Brendan P. Harney and Reuben H. Pearlman. Robert McNamara and Tim Strother provided tax advice. Leslie Okinaka provided ERISA advice.

Last week, a litigation team led by Lexington-based Dinsmore partner Chris Jackson and California based attorney Larry Panek, secured a complete, unanimous, defense verdict in a federal product liability jury trial brought against Terex entities. The successful defense of the $25,000,000 lawsuit filed in northern California is the third big trial win for Terex and its subsidiaries in the hands of Dinsmore lawyers.

Attorneys for the plaintiff argued their client suffered serious injuries on the job due to the design and manufacture of Terex’s Digger Derrick pole guide system. Called in at the last-minute to be co-counsel with Mr. Panek, the defense team highlighted that misuse of the machine, as well as unsafe work practices and improper pole rigging, caused the accident and the machine was reasonably safe. Chris and Larry’s work was supported by attorneys Mary Bryson and Madison Stewart, of Dinsmore’s Lexington office.

“I am so proud of and impressed with Chris Jackson,” said Chris Cashen, co-chair of Dinsmore’s Product Liability practice group. “He was asked to help try this case about a month before trial. Chris jumped at the chance, devoted all his time to getting up to speed, and was absolutely essential to securing the defense verdict – the right result! This is what it means to be a top tier trial lawyer.”

Earlier this year, Cashen secured a victory in a Phoenix, Ariz. courtroom for Genie Industries and Terex Corporation. In that case, the clients were facing claims totaling more than $60 million related to a double fatality accident.

Cashen was asked to try the case two weeks before trial started, and his defense resulted in a unanimous verdict after approximately 60 minutes of deliberation.

In 2020, Cashen and Jackson defeated a $69 million claim against the company in the first aerial work platform overhead entrapment case ever tried to verdict – another unanimous defense verdict.

“The Dinsmore team continuously rises to the occasion in serious product liability litigations,” said Jim Celentano, Vice President – Deputy General Counsel at Terex. “They exemplify professionalism and always give the upmost consideration to their client’s best interests. In short, they answer the call and offer a sound, calculated and reasonable defense of product manufacturers without waiver.”

The Fund, which reached its hard cap of US$ 2.5 billion, was launched earlier this year and had a 100% limited partner participation rate. The Fund's investor base comprised institutional investors with long-term commitments to private equity, including leading endowments, pension funds, large family office investors, and key consultant relationships.

The Carey Olsen team advising on the Jersey legal and regulatory aspects of the Fund's establishment was led by partner Robert Milner and supported by senior associate Arindam Madhuryya, associate Thomas Bulfin and trainee Hollie Herman. The team advised alongside onshore counsel Goodwin Procter.

Robert said: "It is always a pleasure to see clients flourish and having advised them since their very first fund, we are delighted to have been part of the team once again. This launch is a flagship for Jersey as it demonstrates the continuing attractiveness of the Jersey funds regime for managers based in the US. We look forward to the next stage in Sagemount's journey."

New York headquartered Sagemount is a leading growth-focussed private capital firm that invests in targeted sectors including software, financial technology & specialty finance, healthcare IT, business & consumer services and digital infrastructure. Its latest fund, which raised $2.5 billion in commitments, will continue the firm's investment strategy through providing strategic assistance and flexible capital to companies in high-growth sectors with high recurring revenues.

O’Neal Webster acted as British Virgin Islands counsel to Masplay, S.A. and its wholly owned subsidiary Equinox Los Andes SPA on its multimillion-dollar acquisition of Nike de Chile Ltda.

Masplay is the leading Andean region marketer and distributor of athletic footwear, apparel, and equipment for a wide variety of sports and fitness activities, including the exclusive distribution of Nike in Peru, Ecuador, Bolivia, and now Chile.

The transaction, which closed on August 17, 2022, was led by O’Neal Webster partners Vanessa King and Christopher Simpson, working alongside the Ecuadorian law firm of Pérez Bustamante & Ponce.

The transaction had the support of Gramercy Funds Management, Banco Santander Peru, Banco de Crédito e Inversiones (BCI), and BTG Pactual. Lazard and Banco Santander acted as advisors.

The success of Masplay’s transaction adds to O’Neal Webster’s reputation as an advisor and legal partner to multinational entities in their significant cross border transactions involving the BVI.

WSG Insights

WSG GC Insights: In-House Technology Global Edition

In partnership with The Legal 500/GC Magazine, WSG will publish a new special report that provides survey results and insights on trending in-house legal sector technologies, and how general counsel across the globe are utilizing these tools and solutions during these ever-changing digital times. It is the final in a series of successful regional reports and will be followed with a GC Roundtable event with those featured in the report.

View Past Editions

WSG Groups - Networking & Knowledge Exchange

WSG Groups continue to grow with new members and Leaders, and offer great opportunities for networking and knowledge sharing. Several Groups are producing collaborative guides and reports on trending topics in various regions, and WSG will promote these to all members and external audiences. Virtual and in-person meetings will also continue throughout the new year. All WSG members are encouraged to join and participate.

View Groups

WSG Reminder: Track Your Collaborations & Referrals

WSG Members continue to successfully collaborate, refer in-and out-bound business, and complete key regional and cross-border deals together. Use the WSG online tracking tool to input key information, view firm reports, and continue building strong relationships and opportunities in 2023.

Track Referrals

Recent Happenings

WSG Insurance/Re-Insurance Group Meeting: Insurtech News and Legal Trends in Latin America

17 November 2022Virtual
The WSG Insurance/Re-Insurance Group hosted an informative virtual panel discussion on Insurtech News and Legal Trends in Latin America.

WSG 2022 IBA Networking Luncheon

31 October 2022Miami, Florida, United States of America
World Services Group welcomed over 115 attendees from over 55 jurisdictions to the WSG 2022 IBA Networking Luncheon in Miami, Florida. WSG members attending the International Bar Association (IBA) Annual Conference had the opportunity to network in-person once again and strengthen their international business relationships.

WSG Employment and Labor Group Annual Meeting

06-07 October 2022Amsterdam, Netherlands
The WSG Employment and Labor Group members recently attended the annual Employment and Labor Group Meeting hosted by Van Doorne in Amsterdam, Netherlands. This meeting was a great opportunity to meet in-person in Europe after the past several years of virtual events.

Holiday Facts