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Roland Berger appoints eight new partners in Europe

In home-country Germany, Frank Pietras and Uwe Weichenhain have joined the firm’s leadership. Pietras is based in Roland Berger’s Munich office and is an automotive expert. He specialises in automotive advisory, commercial due diligence, growth strategy, market & product strategy and business processes transformation.

Uwe Weichenhain has been with the consultancy for over a decade, and has been named a partner in the firm’s Energy & Infrastructure arm. He is an expert in new technologies that drive the transition towards sustainable infrastructure, including offshore wind, power transmission, gas and LNG, hydrogen, and digital technologies.

In the Netherlands, where Roland Berger has a team of around 100 consultants based in Amsterdam, Koen Besteman and Sameer Mehta have been promoted to partner level. Besteman specialises in the life sciences, and biopharma industry, supporting companies with innovation management, new market development, business cases, and setting up value models for research projects and portfolios. He also has gained extensive experience supporting universities with strategic and financing topics.

Having joined Roland Berger in 2010, Sameer Mehta focuses on merger & acquisition and investor support services. He works with private equity firms and corporate clients on topics related to due diligence, growth & performance improvement and restructuring. Mehta advises clients in a broad range of industries, including pharmaceuticals, healthcare and industrial products, with a particular focus on automotive, media, technology and steel.

In Sweden, Benny Guttman has been appointed a partner in the Gothenburg office. He has previously worked for three consulting firms, Accenture, EY and McKinsey & Company, prior to joining Roland Berger in 2017. In between consulting, he spent eight years at Volvo, the last six of which he was Senior Vice President at Volvo Logistics where he headed Strategy, Corporate Values and Operational Development. Guttman’s work is focused around strategic and operational improvement at clients in the automotive, manufacturing, med-tech and retail industries.

Artem Zakomirnyi has been serving the consulting firm for over twelve years, working from the offices in Moscow, Russia, and Kiev, Ukraine. He specialises in strategic and operations work in the consumer goods and retail industries. Zakomirnyi also has a deep understanding of supply chain and logistics topics, for both the traditional retail as well as online (e-commerce) retail channels.

Based in Bucharest, Romania, Szabolcs Nemes has been with the firm since 2001, in the period developing industry expertise in energy & utilities, telecommunications and transportation. His functional expertise spans strategy development, large-scale transformation, definition of new organisation models, operational excellence and efficiency improvement. Nemes supports clients in Romania and throughout the Central Eastern European region.

Last but not least, the Frenchman Pierre-Antoine Bodin, who has been named a partner in Roland Berger’s Pharma and Healthcare practice. Prior to joining the management consultancy in 2012, he spent eight years in various supply chain and marketing positions at pharma companies Johnson & Johnson and Pfizer.

Beyond the eight new partners in Europe, Roland Berger also promoted four partners in Asia and the Middle East.

JLL expands logistics advisory business with Vincia acquisition

Real estate services firm JLL has expanded its supply chain and logistics advisory platform with the acquisition of Vincia in France.

JLL acquired the French supply chain consulting business for an undisclosed sum and said the deal supports JLL’s plans to expand its industrial and logistics business and strengthen its supply chain platform by investing in markets across Europe, the Middle East and Africa (EMEA).

The deal will expand JLL’s supply chain and logistics platform which currently provides services to landlords, occupiers and developers with more than 250 dedicated experts across 18 locations in EMEA.

Established 20 years ago, Vincia specialises in helping clients in the manufacturing and distribution services sectors to enhance their performance in the areas of service, cost and quality.

The acquisition of Vincia strengthens JLL’s capabilities in the sector which follows the acquisition of logistics and supply chain firm GCL Europe in 2014.

Charles Boudet, managing director, JLL France, said: “At a time of changing purchasing behaviour and the widespread introduction of omni-channel services, the logistics and supply chain market presents new opportunities for our clients.

“This acquisition strengthens our expertise in the sector and is key to enhancing our ambitions to grow our supply chain and logistics operations in France and beyond.”

Laurent Vallas, regional director and industrial and logistics assets sponsor, JLL France, said: “The acquisition of Vincia enables us to respond to the growing market demand for supply chain consulting services.

“It is an expansion of our capabilities in the sector which follows our acquisition of GCL Europe in 2014.”

Fabrice Mattei and Pascal Querro, co-founders of Vincia, said: “We have worked with JLL for a number of years on key projects.

“These shared experiences have always delivered great value to our clients and have proven that we share the same principles and culture of excellence.”

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Jerôme Kerviel trader’s case: 19 December 2018

On 19 December 2018, the French Court of Appeal of Paris (RG 16/09186) stated that the dismissal of Jerôme Kerviel, French trader from SGCIB (Société Générale Corporate and Investment Banking), the investment bank of Société Générale is fair (on the basis of a gross negligence – faute grave).

This overrules the decision (jugement) of the Conseil de Prud’hommes (French jurisdiction dedicated to labour law) dated 7 June 2016, whereby the dismissal was considered unfair (i.e. without a material and true reason) (cause réelle et sérieuse). In this first instance, Jerôme Kerviel obtained not only €100,000 because of the unfair dismissal but also (i) €20,000 due to the vexatious nature of the dismissal, (ii) €18,083.32 as regards to compensation in lieu of notice (indemnité compensatrice de préavis), (iii) €1,808.33 in relation to unpaid vacation pay (congés payés), (iv) €13,609.23 in connection with conventional severance pay (indemnité conventionnelle de licenciement) and (v) €300,000 as to the unpaid bonus for 2007 (plus €2,000 in relation to article 700 of the French Code de procédure civile).

The ratio decidendi of the Court of Appeal of Paris is based on the characterization of the conduct of Jérôme Kerviel during his contract. The blames in the letter of dismissal are considered grounded by the Court of Appeal of Paris (even if previously been ruled purged due to the knowledge of them by the employer). In particular, the blame considered crucial by the Court is the taking of directional positions (i.e. at a highest analyzed value), while at the same time going over authorization (€50 billion for an authorization of €125 million for the whole desk only).

The Court of Appeal of Paris states however that the wilful misconduct (faute intentionnelle) is not characterized: Jérôme Kerviel did not mean to cause the loss of the estimated circa €5 billion. The position of the Court is in line with the statements of Jérôme Kerviel who considered himself as being part of a spur gear (as mentioned in his book “L’engrenage, mémoire d’un trader”). This decision gives a warning to the traders: taking inconsiderate risks could lead to a dismissal (with maybe prison), and at the same time a balance: a bank which loosens internal regulations (or admits implicitly / explicitly / or maybe intentionally some inappropriate derogations) cannot fully blame a trader.

The ratio decidendi of the Court of Appeal of Paris is also grounded on the force of res judicata (for res judicata pro veritate habetur – autorité de la chose jugée). This means that, once the decision is final, such a decision is considered as representing the judicial truth. Jérôme Kerviel was indeed convicted with offences (délits pénaux) by a distinct decision of the French Cour de cassation dated 19 March 2014 (Ch. Crim., pourvoi n°12-87416). In this respect, the Court of Appeal of Paris qualifies the force res judicata principle, as absolute. As a consequence, other civil French pending decisions are to be linked (and bound) by the decision of the French Cour de cassation. In this perspective, the conviction of the trader by the French Cour de cassation influes on, and binds the decision of the Court of Appeal of Paris, ruling the labor decision.

It should however be considered that the absolute feature of the force res judicata, as stated in the ruling of the Court of Appeal of Paris, should be subject to challenge. As such, since any legal concept, even considered as absolute, are, in a democratic country, subject to other legal concepts tempering (within the meaning of qualifying) such absolute rights.

It should also be considered that this characterization by the Court of Appeal of Paris is more in line with what would be acceptable in a context where the bank is considered as being itself in default, since being itself convicted by the French banking regulator – Commission Bancaire for the lack of control and monitoring of the trading systems.

In light of this, the Court of Appeal of Versailles ruled on 23 September 2016 (room 9 – RG: 14/01570) (ruling by a review of the case decided by the French Cour de Cassation dated 19 March 2014 (Ch. Crim., pourvoi n°12-87416)) that Jérôme Kerviel is only partially responsible for the prejudice caused to the Société Générale and convicts him to pay €1 million only (instead of circa €5 billion).

Up to date 19 December 2018

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Increase in share capital (reserved to employees)

The French Supreme Court related to private matters (Cour de cassation) ruled as a ratio decidendi on 28 November 2018 that the single vote on the resolution related to an increase in share capital reserved to employees is considered satisfactory to regularize an increase in share capital not subject to a vote on a preceding general meeting. This allows the possibility for a general meeting to ratify an increase in share capital reserved to employees (due to the relativity of the nullity – nullité relative) and is in line with the spirit of company law to allow ratification as much as possible to ensure legal safety.

Up to date 28 November 2018

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Corporate law (exclusion of partners)

The current situation of partners of limited liability companies carrying on a civil professional purpose (SEL – Société d’Exercice Libéral) is protected by law and the constitutive documents. This is due to the fact that they have to be protected as they are running the business activity. This is particularly the case in the event of exclusion of partners, when a decision is made to exclude a partner from the company.

In this respect, Article R.4381-16 of the French public health Code (Code de la Santé publique) states that a partner practicing within the company can be excluded when (i) he is prohibited from practicing or providing care to covered parties for a period equal to three months or (ii) the said partner contravenes operating rules of the company.

Article R.4381-16 of the French public health Code gives guarantees as to the exclusion decision: no exclusion decision can be taken if the partner was not legally convened and if he has not been in the position to plead his case on specific facts for which he was charged.

However, as to the voting process, Article R.4381-16 of the French public health Code states that the decision of the partners to exclude a partner is taken on the reinforced majority calculated excluding not only the vote of (i) the partners having been sanctioned for the same facts or related facts but also (i) the concerned partner (unanimity of other partners practicing within the company and entitled to vote having as well to be obtained).

The fact that the concerned partner does not take part to the vote is not in line with the ratio decidendi of the Cour de cassation (i.e. com. 9 July 2013) and the challenged provision is deemed not to have been written. Such a provision may as well be considered in breach of the ECHR (European Convention on Human Rights), in this particular case of Article 6 (right of a fair trial) or of Article 13 (right of an effective remedy).

The business activity is also protected in the event of temporary prohibition from practicing or providing care to covered parties (Article R.4381-16). In this perspective, provided that the partner is not excluded, the person concerned keeps his partners’ rights and duties, to the exclusion of the remuneration linked to his professional activity (Article R.4381-17).

This protection is crucial to ensure management stability, legal safety and thus, to foster business activity.

Up to date 17 August 2018

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Business France focused on future, despite stalled negotiations

While the Transatlantic Trade and Investment Partnership hangs in mid-air, Robert Blumel is optimistic about French investments being made in the Southeast U.S. and conversely the potential for Atlanta-based start-ups and small-to-medium sized firms in France and Europe.

Having spent the past three years in Atlanta representing the Business France agency and four years beforehand in New York. Mr. Blumel told Advisory Excellence that he has seen “an increased interest from French companies to expand to the Southeast region and especially Atlanta.”

Business France was founded in 2015 to support the international development of the French economy and is responsible for fostering and supporting growth by French businesses as well as promoting and facilitating international investment in France.

As prime examples, Mr. Blumel cited Groupe PSA, a French multinational manufacturer of automobiles and motorcycles, which opened this year its North American headquarters in Atlanta, and Airbus S.A.S.‘s choice of Atlanta for its commercial drone subsidiary.

Granted PSA’s entry into Atlanta is part of a deliberately conservative foray executed with the use of its technology to determine potential markets for its array of products. Nevertheless it’s success in Europe augurs well for its Atlanta-based initiative.

Airbus’ wholly-owned subsidiary Airbus Aerial aims to sell its services to a wide array of industries in their efforts to capture helpful data from above through the use of drones or satellites.

This year Airbus Aerial received a Crystal Peach award from the Atlanta-based French-American Chamber of Commerce for its investment.

The Crystal Peach Awards ceremony is in its 14th year and other recipients for either inbound investment into the Southeast or outbound investment into France included Imerys, a French multinational firm specialised in the producing and processing of industrial materials.

Last fall Imerys USA Inc. celebrated the opening of its global Science & Technology Centre in Suwanee, Ga., one of nine networked centres around the world for the sharing of ideas, equipment and competencies across Imerys.

Mr. Blumel also pointed to the investments in France by Crystal Peach award winners Invest Asset Management SA/France, a branch of Invesco Ltd., an independent investment management company that is headquartered in Atlanta, and Cognira, a start-up specialized in cognitive retail analytics that received this year’s Crystal Peach entrepreneurship award.

He is especially supportive of Cognira’s entry into France which he has been assisting. “They are growing fast,” he said, acknowledging the role played by Business France in its development there.

“I see Atlanta becoming a vibrant start-up scene with very promising companies,” he added. “I have been identifying start-ups with great ideas, services or products and helping them in their business development strategies in France and in Europe.”

Among his activities as the agency’s director for the Southeast, he said that he is responsible for hosting delegations such as the representatives from 11 French paper company suppliers whom he introduced recently to South-eastern paper and board manufacturers.

He also has been selected to participate on juries such as those choosing companies for the Atlanta-Toulouse start-up exchange in 2016 and 2017, the Young Enterprise Initiative in 2016, a start-up competition organized by the French embassy in Washington, and the Crystal Peach Awards committee.

Additionally, he arranged for the CEOs of United Parcel Service Inc., AGCO Corp. and the Coca-Cola Co. to participate in the French International Business Summit held in January that drew to Versailles 140 of the leading executives of the world’s largest firms to learn first hand from French President Emmanuel Macron and the prime minister, Edouard Philippe, France’s desires for international investment.

Whatever delays negotiations over TTIP or tariffs may impose on French-U.S. business relations, Mr. Blumel said that at the local level cross-investment is progressing at a gallop, especially for start-ups and SMEs on both sides of the Atlantic.

“Atlanta-based start-ups are hot,” he said. “And Business France can help them in their business development in Europe and France.”

Mr. Blumel may be reached by email [email protected] or calling 347-567-1140.