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Sixteenth Annual Institute on Securities Regulation in Europe: Practical Implications of U.S. Law on EU Practice

Author(s): Bradley J. Gans, John W. Banes, Nilufer von Bismarck
Practice Area: Corporate & Securities
Published: Jan 2017
ISBN: 9781402428197
PLI Item #: 185848
CHB Spine #: B2296, B2297

Mr. Banes, a partner based in Davis Polk’s London office since 1994, represents clients in all types of corporate finance transactions involving financial institutions and other European companies. He is also a member of the firm’s white collar and criminal defense practice and the internal investigation practice, and advises non-U.S. and U.S. companies on investigations and compliance matters and related corporate governance, financial reporting and disclosure issues.

Recent Representations
Capital Markets

  • SEC-registered and Rule 144A/Regulation S offerings (including equity, convertible debt, preferred securities, investment-grade and other debt) by European financial institutions, including ABN AMRO, Deutsche Bank, Lloyds Banking Group, UBS, Julius Bär and DnBNor
  • IPOs by European issuers, including ABN AMRO, Telecolumbus, Scout24 and Schaeffler AG.
Corporate Governance, International investigations and Compliance
  • U.S. and non-U.S. companies on the U.S. Foreign Corrupt Practices Act (FCPA) and related anti-corruption matters, including internal investigations and transactional and governance advice
  • Siemens AG on the resolution of the SEC and Department of Justice investigation into violations of the FCPA
  • The audit committee of Royal Dutch Shell in connection with their investigation of Shell’s recategorization of oil and gas reserves
  • Edwards Group on its sale to Atlas Copco
  • A major European transportation company on various global operational joint ventures
  • Financial advisers to Mittal Steel on its unsolicited offer for Arcelor
Of Note

Mellon Fellow in History, Columbia University, 1986-1987
Teacher (English), Tunghai University, Taichung, Taiwan, 1984-1986

A.B., Princeton University, 1984, summa cum laude
J.D., Yale Law School, 1991, Coker Fellow

Brad Gans was the Chief Legal Officer for Europe, Middle East and Africa until November 2017, covering all businesses within the region.  He is currently the Citibank, N.A. London Branch Manager.  Previously Brad was Senior Deputy General Counsel for Citi’s Markets and Banking in EMEA.  Prior to moving to London in 2000, Brad was the General Counsel for SSB’s New York investment banking and capital markets divisions.  Brad has been with Citigroup since April 1993.

Prior to joining Citigroup, Brad was an Associate in the General Practice Group at Sullivan & Cromwell in New York from September 1985 to April 1993.

Brad received his B.A. from William Jewel College, summa cum laude in 1981.  He received his Masters at Cambridge University in 1982 and his J.D. from Washington University in May 1985.  He was admitted to the Roll of Solicitors for England and Wales in 2011.

Nilufer has developed a wide corporate, commercial and financing practice, with a corporate client base ranging from large listed companies to small listed and unlisted companies. Her practice includes private and public mergers and acquisitions, joint ventures, IPOs and other UKLA work, financings, equity and debt capital markets transactions and corporate governance.

She has worked in a range of industries, including financial services, telecoms, pharmaceuticals, biotechnology, healthcare, infrastructure, retail and media.

Highlights include advising:

  • UKFI on its disposal of approximately 6% of Lloyds Banking Group for £3.2 billion
  • HM Treasury on the assessment of whether to separate RBS into a good bank and a bad bank
  • Lagardère on the sale of its entire stake in EADS for approximately EUR 2.28 billion
  • Investec Asset Management on the acquisition by management of a 15% shareholding in Investec Asset Management for £180 million in cash
  • the Portuguese Ministry of Finance on the EUR1.4 billion recapitalisation of the Portuguese bank Banif - Banco Internacional do Funchal, S.A. as well as similar recapitalisations of three other banks (Banco Comercial Português, S.A., Banco BPI, S.A. and Caixa Geral de Depósitos, S.A.) completed by the Portuguese Republic in 2012
  • Borneo on its $1 billion investment in Bumi plc (re-named Asia Resource Minerals plc) and on ongoing matters related to that investment, including the proposed acquisition of a further stake in Asia Resource Minerals for $223 million

Nilufer is Head of our Equity Capital Markets practice. She is listed for M&A in The Legal 500, 2013, as a leading lawyer in the Capital Markets - Equity section of IFLR 1000, 2013  and also features in City A.M.'s  'Power Hundred 2011', a list of the most influential people in the City. Nilufer was recently awarded 'Best in capital markets - equity' by Euromoney Legal Media Group’s  Europe Women in Business Law Awards 2013.

Nilufer has contributed the UK section in the Kluwer Law International best-selling publication entitled 'Corporate Acquisitions and Mergers'.