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       KNOW US!




March 2011
Index



        1   About us


        2   Experience


        3   Partners


        4   Contact details




                              2
About us



Our firm is founded on our concern to provide personal legal advice of the highest quality to Spanish and
international companies, family offices, investors and private clients whose special needs require expert legal
services in every branch of Law.

Our aim is to bring to the legal services sector a multidisciplinary consultancy that is focused on both the substantive and
procedural aspects of corporate law, where our top priorities are to provide quality of service, legal certainty and
dedicated, personal attention from our lawyers.

We firmly believe in providing a legal service based on the combination of our professional team, dedicated personally to
each client with the lawyer’s traditional self-care, and creating teams of highly skilled specialists, coordinated
and directed by members of the Firm to approach each case with the highest level of quality and dedication to the
Service.




                                                                                                                         3
Experience


We have a wide range experience in providing corporate             “First and foremost,
legal services and litigation services to companies and
groups of companies, in the settlement in and out of court
                                                             corporate and litigation lawyers ”
of all kinds of disputes, and in the management of large
scale or complex transactions.                                       “Litigation cannot be
                                                                     separated from deep
                                                                       knowledge of the
“Top specialists at the                                           substantive applicable law”
  company's service,
    managed by a
corporate lawyer with                    Building on our core competences in corporate law, we work with highly
in-depth knowledge of                    qualified specialists in tax, employment and administrative law, all of
                                         them coordinated and managed by the Firm, enabling us to cover fully all
     the business”                       aspects of legal advice required for each case with our total guarantee.




                                                                                                                    4
Experience: The firm’s core business (1)

Corporate

Mergers and acquisitions (M&A): Due diligence processes, shares and asset sales, private equity transactions (LBOs,
MBOs, etc.), venture and seed capital investments, acquisitions of industrial, energy and infrastructure companies and
advice on antitrust.

Legal advice to Managers and Directors: Legal obligations and liabilities, incentive agreements, confidentiality and non-
competition agreements, etc.

Corporate general advice: Complex intragroup restructurings, shareholders' agreements, listed companies, corporate
governance, financial entities, private equity, trademarks and patent law, compliance, etc.

Contracts: Turn-key agreements, distribution agreements, sale and purchase agreements, licensing agreements,
factoring, etc.

Family offices: Legal advice to family businesses on their internal structures, on the relationship between partners and
on succession issues through tailor made family protocols.

Competition: Antitrust, unfair competition and advertising law.




                                                                                                                     5
Experience: The firm’s core business (2)

Litigation

Judicial Proceedings and Arbitration (ad hoc or institutional) regarding, among other issues, contractual and non-
contractual liability, Corporate Law, Antitrust Law, Unfair Competition Law, Intellectual Property Law, advertising,
declaration and/or restitution of real estate rights, eviction claims and claims for hidden defects filed by the purchaser,
claims regarding construction and buildings, regarding distribution and agency agreements, lease agreements, consumer
rights, insurance, rights of honor, privacy and self-image, inheritance matters, etc.


Insolvency

Pre-insolvency advice to companies with financial difficulties.


Private refinancing agreements and negotiations to obtain adherences to anticipated agreements with creditors
(“propuestas anticipadas de convenio”).

Insolvency potential director’s and accomplices liability.Debtor Bankruptcy proceedings (“Concursos de
Acreedores”) or defence of creditors interests in such procedures.




                                                                                                                       6
Experience: Some of our work (1)


Acquisition of a photovoltaic farm and related contract negotiations for a Spanish investor.

Corporate structure and contractual aspects of investment in renewable energy in Europe for a Chinese
investor (estimated initial overall investment EUR 15M).

Sale of an international industrial group to an Australian private equity investor, for an amount of EUR 11M.

Acquisition of a Spanish industrial company in financial distress by a German private equity multinational investor
(deal value: EUR 21M).

Acquisition of the majority of the shareholding of a Spanish industrial group by a Portuguese private equity
investor deal value: EUR 4,5M.

Legal review process (“due diligence”) for the acquisition of a Spanish services company (transaction value:
EUR 11M).

Legal review process (“due diligence”) for the acquisition of a Spanish industrial group dedicated to high-
voltage installations by a Portuguese private equity investor.

Real Estate Legal review process (“due diligence”) for a Spanish industrial group.




                                                                                                                 7
Experience: Some of our work (2)

Judicial controversy regarding alleged breach of contract and rights derived from a radio license on behalf a
major Spanish radiostation (undetermined value).

Judicial proceedings regarding alleged breach of contract in relation to wind farms on behalf of an European
energy multinational (amounting to, approximately, EUR 80M).

Judicial controversy regarding unfair competition between two major juice distribution companies in Spain
(undetermined value).

CIMA arbitration procedure regarding alleged breach of contract for a major multinational of the energy sector
(aprox. 300k EUR).

ICAM arbitration procedure regarding alleged breach of exclusive distribution contract between major
multinational industrial Australian company and one of its US American distributors.

Judicial criminal procedure regarding intellectual property, company’s know-how and revelation of secrets
on behalf of Spanis multinational industrial company against former unfaithfull employees.

Bankruptcy proceedings of real estate, industrial and energy sector companies (on behalf of debtors and/or
creditors).




                                                                                                            8
Partners

                     Javier Gallego Larrubia

                     Law graduate from the Complutense University of Madrid (UCM), with a doctorate in law
                     (Dottorato Europeo di Ricerca) from the University of Bologna, Italy, and Professor in corporate
                     law at the Complutense University of Madrid.

                     A practising lawyer with wide experience in all areas of civil and corporate law, having worked in
                     the top-ranking international law firms Clifford Chance and Cremades & Calvo-Sotelo.




His main lines of academic research have focused on company law, having specialised professionally in company
transactions and restructurings, mergers and acquisitions, divestment processes, venture corporate transactions,
settlement of company disputes in and out of court and shareholder agreements. He has wide experience of other
areas such as civil and commercial contracts, the law pertaining to associations and foundations, corporate
governance, competition and advertising law.

He combines his professional practice with teaching and research work as Professor in Corporate Law at the
Complutense University of Madrid.

Languages​​: Spanish, English and Italian.



                                                                                                                    9
Partners

                           Rodrigo Martos Prat

                           Law graduate from the Complutense University of Madrid (UCM), with a Masters Degree in
                           Business Law from the Complutense University of Madrid's School of Legal Practice and a
                           Diploma in European Institutional Law, he has taught on ICADE's Masters programme in
                           Legal Practice.

                           A practising lawyer with wide experience in all areas of civil and corporate law, having
                           worked in the top-ranking international law firms Cuatrecasas and Clifford Chance.




He has wide ranging experience in advising high net worth individuals, large companies and groups on corporate law
matters. He specializes in mergers and acquisitions; purchase and disposal of shares, assets and business division;
private equity transactions; group restructurings; shareholder agreements; corporate transactions and corporate
governance; legal secretariats; data protection; the constitution, dissolution and liquidation of companies; resolution of
company disputes in and out of court; unfair competition and restrictive practices; civil and commercial contract law
and the law pertaining to associations and foundations.

Languages: English, Spanish and French.




                                                                                                                      10
Partners

•                       Andrés de la Quadra Salcedo Janini

                        Law Graduate from the Universidad Autónoma de Madrid, D.E.S.S (Degree in European
                        Commerce Law at Renée Descartes University of Paris - PARIS V).

                        Practicing lawyer with a wide experience in pre-litigious advice and in directing dispute
                        resolutions in every area of civil and commercial law. He has worked as a litigation specialist in
                        the top-ranking law firms, as Clifford Chance and CMS-Albiñana & Suárez de Lezo.




He has directed judicial declaration and enforcement proceedings of all types and before the Courts of First Instance,
Commercial Courts, Provincial Courts and Supreme Court, as well as arbitration proceedings both national and
international, institutional and ad hoc, relative to matters or issues including contractual and non-contractual liability,
Company Law, Unfair Competition Law, Intellectual Property Law, advertising, declaration and/or restitution of real
estate rights, eviction claims and claims for hidden defects filed by the purchaser against the seller, claims regarding
construction and buildings, regarding distribution and agency agreements, lease agreements, consumers, insurance,
bankruptcy, rights of honor, privacy and self-image and inheritance matters.

Languages: Spanish, English and French.




                                                                                                                       11
Contact details


Address:
C/ Santa Engracia, 122
28003 Madrid
Spain

Contact us:
Tel. +34 914 585 777
Fax. +34 914 572498
E-Mail: info@gallego-martos.com

Visit us:
www.gallego-martos.com




                                  12

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Gallego y Martos

  • 1. GET TO KNOW US! March 2011
  • 2. Index 1 About us 2 Experience 3 Partners 4 Contact details 2
  • 3. About us Our firm is founded on our concern to provide personal legal advice of the highest quality to Spanish and international companies, family offices, investors and private clients whose special needs require expert legal services in every branch of Law. Our aim is to bring to the legal services sector a multidisciplinary consultancy that is focused on both the substantive and procedural aspects of corporate law, where our top priorities are to provide quality of service, legal certainty and dedicated, personal attention from our lawyers. We firmly believe in providing a legal service based on the combination of our professional team, dedicated personally to each client with the lawyer’s traditional self-care, and creating teams of highly skilled specialists, coordinated and directed by members of the Firm to approach each case with the highest level of quality and dedication to the Service. 3
  • 4. Experience We have a wide range experience in providing corporate “First and foremost, legal services and litigation services to companies and groups of companies, in the settlement in and out of court corporate and litigation lawyers ” of all kinds of disputes, and in the management of large scale or complex transactions. “Litigation cannot be separated from deep knowledge of the “Top specialists at the substantive applicable law” company's service, managed by a corporate lawyer with Building on our core competences in corporate law, we work with highly in-depth knowledge of qualified specialists in tax, employment and administrative law, all of them coordinated and managed by the Firm, enabling us to cover fully all the business” aspects of legal advice required for each case with our total guarantee. 4
  • 5. Experience: The firm’s core business (1) Corporate Mergers and acquisitions (M&A): Due diligence processes, shares and asset sales, private equity transactions (LBOs, MBOs, etc.), venture and seed capital investments, acquisitions of industrial, energy and infrastructure companies and advice on antitrust. Legal advice to Managers and Directors: Legal obligations and liabilities, incentive agreements, confidentiality and non- competition agreements, etc. Corporate general advice: Complex intragroup restructurings, shareholders' agreements, listed companies, corporate governance, financial entities, private equity, trademarks and patent law, compliance, etc. Contracts: Turn-key agreements, distribution agreements, sale and purchase agreements, licensing agreements, factoring, etc. Family offices: Legal advice to family businesses on their internal structures, on the relationship between partners and on succession issues through tailor made family protocols. Competition: Antitrust, unfair competition and advertising law. 5
  • 6. Experience: The firm’s core business (2) Litigation Judicial Proceedings and Arbitration (ad hoc or institutional) regarding, among other issues, contractual and non- contractual liability, Corporate Law, Antitrust Law, Unfair Competition Law, Intellectual Property Law, advertising, declaration and/or restitution of real estate rights, eviction claims and claims for hidden defects filed by the purchaser, claims regarding construction and buildings, regarding distribution and agency agreements, lease agreements, consumer rights, insurance, rights of honor, privacy and self-image, inheritance matters, etc. Insolvency Pre-insolvency advice to companies with financial difficulties. Private refinancing agreements and negotiations to obtain adherences to anticipated agreements with creditors (“propuestas anticipadas de convenio”). Insolvency potential director’s and accomplices liability.Debtor Bankruptcy proceedings (“Concursos de Acreedores”) or defence of creditors interests in such procedures. 6
  • 7. Experience: Some of our work (1) Acquisition of a photovoltaic farm and related contract negotiations for a Spanish investor. Corporate structure and contractual aspects of investment in renewable energy in Europe for a Chinese investor (estimated initial overall investment EUR 15M). Sale of an international industrial group to an Australian private equity investor, for an amount of EUR 11M. Acquisition of a Spanish industrial company in financial distress by a German private equity multinational investor (deal value: EUR 21M). Acquisition of the majority of the shareholding of a Spanish industrial group by a Portuguese private equity investor deal value: EUR 4,5M. Legal review process (“due diligence”) for the acquisition of a Spanish services company (transaction value: EUR 11M). Legal review process (“due diligence”) for the acquisition of a Spanish industrial group dedicated to high- voltage installations by a Portuguese private equity investor. Real Estate Legal review process (“due diligence”) for a Spanish industrial group. 7
  • 8. Experience: Some of our work (2) Judicial controversy regarding alleged breach of contract and rights derived from a radio license on behalf a major Spanish radiostation (undetermined value). Judicial proceedings regarding alleged breach of contract in relation to wind farms on behalf of an European energy multinational (amounting to, approximately, EUR 80M). Judicial controversy regarding unfair competition between two major juice distribution companies in Spain (undetermined value). CIMA arbitration procedure regarding alleged breach of contract for a major multinational of the energy sector (aprox. 300k EUR). ICAM arbitration procedure regarding alleged breach of exclusive distribution contract between major multinational industrial Australian company and one of its US American distributors. Judicial criminal procedure regarding intellectual property, company’s know-how and revelation of secrets on behalf of Spanis multinational industrial company against former unfaithfull employees. Bankruptcy proceedings of real estate, industrial and energy sector companies (on behalf of debtors and/or creditors). 8
  • 9. Partners Javier Gallego Larrubia Law graduate from the Complutense University of Madrid (UCM), with a doctorate in law (Dottorato Europeo di Ricerca) from the University of Bologna, Italy, and Professor in corporate law at the Complutense University of Madrid. A practising lawyer with wide experience in all areas of civil and corporate law, having worked in the top-ranking international law firms Clifford Chance and Cremades & Calvo-Sotelo. His main lines of academic research have focused on company law, having specialised professionally in company transactions and restructurings, mergers and acquisitions, divestment processes, venture corporate transactions, settlement of company disputes in and out of court and shareholder agreements. He has wide experience of other areas such as civil and commercial contracts, the law pertaining to associations and foundations, corporate governance, competition and advertising law. He combines his professional practice with teaching and research work as Professor in Corporate Law at the Complutense University of Madrid. Languages​​: Spanish, English and Italian. 9
  • 10. Partners Rodrigo Martos Prat Law graduate from the Complutense University of Madrid (UCM), with a Masters Degree in Business Law from the Complutense University of Madrid's School of Legal Practice and a Diploma in European Institutional Law, he has taught on ICADE's Masters programme in Legal Practice. A practising lawyer with wide experience in all areas of civil and corporate law, having worked in the top-ranking international law firms Cuatrecasas and Clifford Chance. He has wide ranging experience in advising high net worth individuals, large companies and groups on corporate law matters. He specializes in mergers and acquisitions; purchase and disposal of shares, assets and business division; private equity transactions; group restructurings; shareholder agreements; corporate transactions and corporate governance; legal secretariats; data protection; the constitution, dissolution and liquidation of companies; resolution of company disputes in and out of court; unfair competition and restrictive practices; civil and commercial contract law and the law pertaining to associations and foundations. Languages: English, Spanish and French. 10
  • 11. Partners • Andrés de la Quadra Salcedo Janini Law Graduate from the Universidad Autónoma de Madrid, D.E.S.S (Degree in European Commerce Law at Renée Descartes University of Paris - PARIS V). Practicing lawyer with a wide experience in pre-litigious advice and in directing dispute resolutions in every area of civil and commercial law. He has worked as a litigation specialist in the top-ranking law firms, as Clifford Chance and CMS-Albiñana & Suárez de Lezo. He has directed judicial declaration and enforcement proceedings of all types and before the Courts of First Instance, Commercial Courts, Provincial Courts and Supreme Court, as well as arbitration proceedings both national and international, institutional and ad hoc, relative to matters or issues including contractual and non-contractual liability, Company Law, Unfair Competition Law, Intellectual Property Law, advertising, declaration and/or restitution of real estate rights, eviction claims and claims for hidden defects filed by the purchaser against the seller, claims regarding construction and buildings, regarding distribution and agency agreements, lease agreements, consumers, insurance, bankruptcy, rights of honor, privacy and self-image and inheritance matters. Languages: Spanish, English and French. 11
  • 12. Contact details Address: C/ Santa Engracia, 122 28003 Madrid Spain Contact us: Tel. +34 914 585 777 Fax. +34 914 572498 E-Mail: info@gallego-martos.com Visit us: www.gallego-martos.com 12