ICLG
The International Comparative Legal Guide to:
Project Finance 2016 5th Edition A practical cross-border insight into project finance Published by Global Legal Group, with contributions from: Advokatfirma Ræder DA Ali Budiardjo, Nugroho, Reksodiputro Angola Legal Circle Advogados (ALC Advogados) BM&O Abogados – Attorneys at Law Boga & Associates Brigard & Urrutia Abogados Camilleri Preziosi Clayton Utz CMS Reich-Rohrwig Hainz Cuatrecasas, Gonçalves Pereira Hammarström Puhakka Partners Henriques, Rocha & Associados, Sociedade de Advogados, Lda International Project Finance Association (IPFA) Karimov and Partners Law Firm Khan Corporate Law Kyriakides Georgopoulos Law Firm Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados
Milbank, Tweed, Hadley & McCloy LLP Nagashima Ohno & Tsunematsu Oraro & Company Advocates Patton, Moreno & Asvat Petrikić & Partneri AOD in cooperation with CMS Reich-Rohrwig Hainz Philippi, Prietocarrizosa & Uría Ploum Lodder Princen PrimePartners Wirtschaftskanzlei QUIROZ SANTRONI Abogados Consultores Rodríguez Dávalos Abogados (Consultores en Energía RDA, S.C.) Severgnini, Robiola, Grinberg & Tombeur SJ Law, Advocates & Solicitors Templars The Legal Circle Vieira de Almeida & Associados, Sociedade de Advogados, RL Walder Wyss Ltd.
The International Comparative Legal Guide to: Project Finance 2016 General Chapters:
Contributing Editor John Dewar, Milbank, Tweed, Hadley & McCloy LLP
1
Why the World Needs Multi-Sourced Project Financings (and Project Finance Lawyers…) – John Dewar & Oliver Irwin, Milbank, Tweed, Hadley & McCloy LLP 1
2
Innovation is the Requirement for Project Finance Structures in 2016 – Geoff Haley, International Project Finance Association (IPFA) 7
Country Question and Answer Chapters: 3
Albania
Boga & Associates: Renata Leka & Besa Velaj (Tauzi)
Sales Director Florjan Osmani
4
Angola
Angola Legal Circle Advogados (ALC Advogados): Catarina Levy Osório & Irina Neves Ferreira 19
Account Directors Oliver Smith, Rory Smith
5
Argentina
Severgnini, Robiola, Grinberg & Tombeur: Carlos María Tombeur & Matías Grinberg 28
Sales Support Manager Toni Hayward
6
Australia
Clayton Utz: Bruce Cooper & Peter Staciwa
36
7
Bangladesh
The Legal Circle: Karishma Jahan & Anita Ghazi Rahman
47
Sub Editor Nicholas Catlin
8
Bolivia
BM&O Abogados – Attorneys at Law: Adrián Barrenechea B. & Camilo Moreno O. 56
Senior Editor Rachel Williams
9
Bosnia & Herzegovina
CMS Reich-Rohrwig Hainz: Zlatan Balta & Indir Osmic
65
10 Botswana
Khan Corporate Law: Shakila Khan
76
11 Brazil
Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados: Pablo Sorj & Filipe de Aguiar Vasconcelos Carneiro 84
12 Chile
Philippi, Prietocarrizosa & Uría: Marcelo Armas M. & Marcela Silva G.
13 Colombia
Brigard & Urrutia Abogados: Manuel Fernando Quinche & Juan Martín Estrada 102
14 Dominican Republic
QUIROZ SANTRONI Abogados Consultores: Hipólito García C.
15 England & Wales
Milbank, Tweed, Hadley & McCloy LLP: Clive Ransome & Munib Hussain
119
16 Finland
Hammarström Puhakka Partners: Andrew Cotton & Björn Nykvist
135
17 Germany
PrimePartners Wirtschaftskanzlei: Adi Seffer
143
18 Greece
Kyriakides Georgopoulos Law Firm: Elisabeth V. Eleftheriades & Ioanna I. Antonopoulou 151
Chief Operating Officer Dror Levy Group Consulting Editor Alan Falach Group Publisher Richard Firth Published by Global Legal Group Ltd. 59 Tanner Street London SE1 3PL, UK Tel: +44 20 7367 0720 Fax: +44 20 7407 5255 Email:
[email protected] URL: www.glgroup.co.uk
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19 India
SJ Law, Advocates & Solicitors: Samir Jagad & Trushil Vora
GLG Cover Design F&F Studio Design
20 Indonesia
Ali Budiardjo, Nugroho, Reksodiputro: Emir Nurmansyah & Freddy Karyadi 172
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21 Japan
Nagashima Ohno & Tsunematsu: Masayuki Fukuda
186
22 Kenya
Oraro & Company Advocates: Pamella Ager & Juliet C. Mazera
192
23 Kosovo
Boga & Associates: Sokol Elmazaj & Delvina Nallbani
201
24 Malta
Camilleri Preziosi: Louis de Gabriele & Andrei Vella
209
25 Mexico
Rodríguez Dávalos Abogados (Consultores en Energía RDA, S.C.): Marco A. Sotomayor Melo & Helena Gutiérrez Moreno 216
26 Mozambique
Henriques, Rocha & Associados, Sociedade de Advogados, Lda: Paula Duarte Rocha & Ana Berta Mazuze 225
27 Netherlands
Ploum Lodder Princen: Tom Ensink & Alette Brehm
234
ISBN 978-1-910083-89-5 ISSN 2048-688X
28 Nigeria
Templars: Oyeyemi Oke & Mayowa Olugunwa
242
29 Norway
Advokatfirma Ræder DA: Marit E. Kirkhusmo & Kyrre W. Kielland
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Strategic Partners
30 Panama
Patton, Moreno & Asvat: Nadya Price & Ivette Martínez
259
31 Portugal
Vieira de Almeida & Associados, Sociedade de Advogados, RL: Teresa Empis Falcão & Ana Luís de Sousa 267
32 Serbia
Petrikić & Partneri AOD in cooperation with CMS Reich-Rohrwig Hainz: Milica Popović & Ksenija Boreta 277
33 Spain
Cuatrecasas, Gonçalves Pereira: Héctor Bros & Jaume Ribó
286
34 Switzerland
Walder Wyss Ltd.: Thomas Müller-Tschumi & Alexandre Both
297
35 USA
Milbank, Tweed, Hadley & McCloy LLP: Eric F. Silverman & Simone M. King 306
36 Uzbekistan
Karimov and Partners Law Firm: Bobir Karimov & Bekzod Abdurazzakov 318
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Chapter 29
Norway
Marit E. Kirkhusmo
Advokatfirma Ræder DA
Kyrre W. Kielland
1 Overview 1.1
What are the main trends/significant developments in the project finance market in your jurisdiction?
Traditionally, in Norway, project financing has been viewed in connection with the construction of ships, rigs and other offshore units. The number of project financings in the shipping and offshore sectors has, however, been somewhat reduced over the last few years. In the offshore and oil service sectors there have been very few new projects over the past year, as a result of the current crises in these sectors caused by the dramatic fall in the oil price, the costcutting projects of the oil companies and the oversupply of offshore service vessels. The few projects in these sectors which have been able to obtain financing during 2015 are characterised by long and solid contracts with substantial contracting parties. Project financing is now more often seen in energy projects, such as solar energy and wind power projects. However, the assumption last year that investments in Norwegian wind power projects would be more attractive has not yet materialised, which is most likely due to energy prices currently being very low. Over the last two years an increase in project financing has been seen in real property projects in Norway. In recent years, project financing has often been raised in public debate as an alternative means of financing public projects to that of using the governmental budget, including proposals for the financing of projects such as railways, roads and schools through so-called public private partnership projects (“PPP-projects” or in Norwegian (No:) “OPS”), and it is likely that such financing will be more commonly used in these sectors in the future. Inter alia, the Norwegian government has established an infrastructure fund and is currently considering the establishment of a publicly owned financing entity for road projects. 1.2
What are the most significant project financings that have taken place in your jurisdiction in recent years?
In October 2015, the European Investment Bank (EIB) announced a EUR 200 million long-term loan to Norwegian airport operator Avinor AS for the expansion and upgrading of Bergen airport. During 2015 Songa Offshore successfully took delivery of “Songa Equinox” and “Songa Endurance”, two category D rigs, each with a financing need in excess of USD 500 million. Songa Endurance was financed through a loan syndicate including, inter alia, Eksportkreditt Norge AS, with an export credit facility in the
amount of USD 132 million. In the public sector we have seen three road projects which have been accomplished as public-private partnerships – two on the “E-39” and one on the new “E-18”.
2 Security 2.1
Is it possible to give asset security by means of a general security agreement or is an agreement required in relation to each type of asset? Briefly, what is the procedure?
There is no concept under Norwegian law to give security by means of a floating mortgage over all the assets of a person or entity. The main rule under Norwegian law is that only individualised assets or assets which can be individualised may constitute collateral security. Some important exceptions to this rule are, however, recognised, as the MPA opens up the possibility to mortgage groups of certain specified assets, such as receivables (factoring), machinery and plant, inventory, farming products and fishery tools, and to thereby create a floating mortgage over such groups of assets. 2.2
Can security be taken over real property (land), plant, machinery and equipment (e.g. pipeline, whether underground or overground)? Briefly, what is the procedure?
Section 2-1 of the MPA provides that collateral security can be taken over real property, registered rights in real property and undivided interests in real property. Leasing and owner-occupied units fall within this category. Unless otherwise agreed, the security encompasses the land (ground) and houses, buildings, plants, etc. on the ground. The mortgage is perfected by the registration of standard mortgage documents with the Norwegian Land Registry (No: Statens Kartverk). Motor vehicles used in or determined for use in business activity, movable production machinery which is used in or determined for use in construction business, and railway material used in or determined for use in railway traffic, can be pledged as separate categories. The pledge can cover each vehicle or machine separately or be a fleet mortgage. The pledge is perfected by registration in the Register of Mortgaged Movable Property (No: Løsøreregisteret). Furthermore, there are some special provisions in the MPA (sections 3-9 and 3-10) stating that certain assets related to farming and fishing equipment used in fishing industries may serve as collateral security. Perfection is obtained by registration in the Register of Mortgaged Movable Property (No: Løsøreregisteret).
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Advokatfirma Ræder DA A floating charge can also be established over an entity’s operating assets, cf. the MPA section 3-4 (No: driftstilbehørspant) (e.g. machinery, plant and other equipment, certain intellectual property rights, such as rights in trademarks, patents and designs, acquired copyrights, plant breeders’ rights and certain mineral exploitation rights, etc.). Perfection is obtained by registration in the Register of Mortgaged Movable Property (No: Løsøreregisteret).
only comprise cash in a specified bank account which has been set up in connection with the agreement.
The Ministry of Petroleum and Energy, which is the governing body with regard to the issuance of licences for exploration and exploitation activities of oil and gas on the Norwegian Continental Shelf, may give permission for a licence-holder to pledge the entire licence or its share of a licence; cf. Section 6-1 of the Petroleum Act. Perfection is obtained by registration in the Petroleum Registry (No: Petroleumsregisteret). The pledge comprises the rights that follow from the licence from time to time and other rights of the pledgor related to the activity carried out pursuant to the licence; cf. § 6-2. Thus, ownership to pipelines and rights related to the use of pipelines would be included by the pledge.
Shares in limited liability companies, which are not registered in a securities register, can be pledged/mortgaged unless otherwise set out in the articles of association of the company, cf. the MPA section 4-2a. Perfection is created by notification to the company that the share(s) is/are pledged.
Ownership to and security in high-voltage power lines is perfected by way of registration in the Power Line Registry (No: Kraftledningsregistret). The pledge must comprise the entire pipeline which is subject to the pledge. 2.3
Can security be taken over receivables where the chargor is free to collect the receivables in the absence of a default and the debtors are not notified of the security? Briefly, what is the procedure?
Receivables which the mortgagor (i) has on a named debtor, or (ii) will obtain against a named debtor in a specified legal relationship (cf. section 4-4, paragraph 1) can be mortgaged. Legal protection is obtained through notification of the debtor that the receivable is pledged. Thus, such security cannot be enforced unless the debtor is notified of the security. It is not a requirement under Norwegian law for the debtor to have acknowledged the notice, but in practice banks often require such acknowledgment from the debtor, to obtain evidence that the notification has been sent and that legal protection is obtained. Pursuant to the MPA section 4-10, a business person or entity can pledge receivables which it has or will obtain in the future from the sale of goods or services in its business or in a separate part of its business (“factoring”). This is done in a standard mortgage document. Legal protection is created by registration in the Registry of Mortgaged Movable Properties. No express notification of the debtors is required in order to create such security, but the information about the pledge is publicly available through registration in the Registry of Mortgaged Movable Properties.
2.5
Can security be taken over shares in companies incorporated in your jurisdiction? Are the shares in certificated form? Briefly, what is the procedure?
If the company’s shares are registered in a securities register, perfection is created by registration of the pledge in the securities register, cf. the MPA section 4-1, paragraph 3. Partnership shares in Norwegian limited liability partnerships can also be pledged. Perfection is obtained by a transfer of the possession of the partnership shares to the pledgee, and thus it is required that the partnership agreement allows for physical partnership shares to be issued. Share certificates are no longer issued. Security over shares in Norwegian companies can validly be agreed regardless of whether the agreement is governed by the laws of another country, as long as the Norwegian law requirements for legal perfection are complied with. When the company is notified that a share is pledged, this information shall, without undue delay, be recorded in the register of shareholders with a note of the day the information was added to the shareholders’ register, and the name, address and organisation number (if applicable) of the pledgee. The registration of the pledge in the shareholders’ register does not in itself create legal protection for the pledge, as this is created already by notification of the pledge to the company. If the company’s shares are registered in a securities register, the shareholders’ register is replaced by the registration in the securities register. 2.6
What are the notarisation, registration, stamp duty and other fees (whether related to property value or otherwise) in relation to security over different types of assets (in particular, shares, real estate, receivables and chattels)?
Except for nominal fees for registration in applicable registries, no stamp duty or similar fees or taxes are or will become payable in connection with execution of the pledge.
Security can be taken over receivables even if the chargor is free to collect the receivables in the absence of a default.
2.7
2.4
No, the time or expense required for the filing, notification or registration required to create legal protection of security is limited.
Can security be taken over cash deposited in bank accounts? Briefly, what is the procedure?
Cash deposited in bank accounts is considered receivables and can be pledged the same way as receivables on named debtors. Legal protection is established by way of notification to the debtor, in this case the bank. There is a special regulation in the MPA section 4-4, paragraph 2, that cash on accounts in a credit institution can be pledged in favour of the credit institution itself. As regards consumers, such a pledge must be established through written agreement and the pledge can
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2.8
Do the filing, notification or registration requirements in relation to security over different types of assets involve a significant amount of time or expense?
Are any regulatory or similar consents required with respect to the creation of security over real property (land), plant, machinery and equipment (e.g. pipeline, whether underground or overground), etc.?
No, the security has legal authority in law and regulations and no regulatory consent is required in addition to this.
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3.1
Regardless of whether your jurisdiction recognises the concept of a “trust”, will it recognise the role of a security trustee or agent and allow the security trustee or agent (rather than each lender acting separately) to enforce the security and to apply the proceeds from the security to the claims of all the lenders?
Although Norwegian law does not recognise the concept of a security trustee as such, the role of a security agent and/or facility agent acting on behalf of the lenders will be recognised. As long as enforcement does not involve legal proceedings, the agent will be able to act on behalf of the secured parties (from time to time) in relation to enforcement of security and application of proceeds against the claims of the secured parties. A facility agent or security agent will normally not be entitled to initiate legal proceedings on behalf of the lenders. In relation to bond trustees acting on behalf of the bond-holders, the Norwegian Supreme Court recently confirmed that the bond trustee was entitled to initiate legal proceedings in its own name. Whether this, in certain circumstances, might also be the case for agents acting on behalf of a large syndicate of lenders, remains unprecedented. To avoid risk of dismissal we regularly advise that agents formally include the secured parties as claimants in any legal proceedings, to the extent this is feasible. 3.2
If a security trust is not recognised in your jurisdiction, is an alternative mechanism available (such as a parallel debt or joint and several creditor status) to achieve the effect referred to above which would allow one party (either the security trustee or the facility agent) to enforce claims on behalf of all the lenders so that individual lenders do not need to enforce their security separately?
See question 3.1 above. Alternative mechanisms such as joint and several creditor status are theoretically available, but such alternatives are less practical than the appointment of a facility agent or a security agent to act on behalf of the lenders.
4 Enforcement of Security 4.1
Are there any significant restrictions which may impact the timing and value of enforcement, such as (a) a requirement for a public auction or the availability of court blocking procedures to other creditors/the company (or its trustee in bankruptcy/ liquidator), or (b) (in respect of regulated assets) regulatory consents?
Depending on the collateral, different assets have different time frames with regard to realisation. Forced sale of real estate has to be approved by the district court and this might take up to six months. The Enforcement and Execution Commissioner (No: Namsfogden) will then administrate the sale. Moreover, depending on the nature of the real estate, licensing requirements may impact the timing and value of enforcements. For other assets, the Commissioner may in many instances initiate a forced sale without a judgment of a Norwegian court. The Financial Collateral Act section 7 provides an exemption from the rules in the Enforcement Act and enables the parties to enter
into an agreement that entitles the mortgagee to redeem the pledge immediately at market value. According to the Enforcement Act the forced sale of an asset is to be carried through in the way that provides the best possible economic outcome. It is generally up to the Commissioner to decide how the asset should be realised. Public auctions are an alternative if the asset is suitable for this. However, the Act also has provisions regarding the handing over of the asset to the secured creditor, which may be a good option if the market demand is lower than usual, and it is assumed that a sale will not achieve a reasonable price. In general, a forced sale will not result in a selling price in accordance with market value due to the circumstance that it is a forced sale. 4.2
Norway
3 Security Trustee
Norway
Do restrictions apply to foreign investors or creditors in the event of foreclosure on the project and related companies?
There are no particular restrictions on foreign investors or creditors in the event of foreclosure. See question 6.1 for further details with respect to ownership restrictions.
5 Bankruptcy and Restructuring Proceedings 5.1
How does a bankruptcy proceeding in respect of the project company affect the ability of a project lender to enforce its rights as a secured party over the security?
When insolvency proceedings have been initiated, secured creditors generally have a right to preferential treatment (No: separatistrett), i.e. the right to get coverage from the realisation of the asset in which the creditor has collateral, which leaves only a possible surplus of the realisation to be divided among other creditors. In general, only the appointed administrator may realise the company’s assets and, pursuant to the MPA section 6-4, the bankrupt estate also has a statutory lien of 5% of the proceeds if this is necessary for the processing of the bankrupt estate. The Bankruptcy Act section 117 states that the realisation of assets shall be carried out in the manner that is expected to provide the best price for the asset. However, according to the Bankruptcy Act section 117 a, the administrator may sell the asset even if the value of the asset is less than the secured claim, if the asset is sold along with other assets, and the combined sale is expected to provide a better price than by selling each asset separately, or if the sale is part of a transfer of the entire business. Further, the Bankruptcy Act section 117 b states that the administrator may decide to abandon the estate’s seizure of a particular asset of the company if the estate has no economic interest in that asset, e.g. if the asset is placed as collateral and the secured claim exceeds the value of the asset. The asset is then placed at the debtor’s disposal. However, the administrator may also revoke the seizure and, by agreement, transfer the asset to the mortgagee according to the Bankruptcy Act section 117 c. Such agreement shall be entered into based on the market value of the asset, and the mortgagee may then realise the asset. 5.2
Are there any preference periods, clawback rights or other preferential creditors’ rights (e.g. tax debts, employees’ claims) with respect to the security?
The Creditors Recovery Act of 1984 includes provisions regarding the priority of claims and clawback rights. In general, claims against the bankruptcy estate will be covered first according to
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section 9-2. Subsequently, preferential debts of first and second priority will rank, according to section 9-3 and 9-4. Thus, most employees’ claims and tax debts will be covered first, in that order. However, some parts of the employees’ claims and tax debts may be considered without priority, according to section 9-6 and 9-7. As a main rule, the priority provisions will not affect a claim that is secure, in which case the mortgagee’s claim has the best priority in the collateral. However, security can under certain circumstances be set aside. The administrator may challenge a company act that has granted a creditor payment or security within a defined time period prior to the bankruptcy. The provisions are objective, in the sense that a creditor’s good faith is irrelevant, and the time frame is then three months prior to the filing of the bankruptcy, unless the beneficiaries’ creditor is considered closely related to the company, in which case transactions made up to two years prior to the bankruptcy can be set aside. According to section 5-7, security granted in order to secure existing debt and security for existing debt which has not received legal protection without undue delay and which took place later than three months prior to the filing of the demand for bankruptcy, may be set aside. Furthermore, gifts that have been made later than one year before the filing of the demand for bankruptcy, and two years if the receiver is a related party, may be set aside pursuant to section 5-2. Section 5-6 provides that set-offs with receivables on the debtor which were acquired later than three months from the filing of the demand for bankruptcy can be set aside. There are also certain other clawback provisions available, e.g. in relation to extraordinary payments, extraordinary salary payments and security which is obtained by way of an attachment of assets shortly before the bankruptcy is opened. In addition, there is a subjective provision in section 5-9 that applies to dispositions which are considered improper if the creditor knew or should have known that the debtor was in a difficult financial situation, and the circumstances that made the disposition improper. This provision is applicable to dispositions which took place up to ten years prior to the bankruptcy. 5.3
Are there any entities that are excluded from bankruptcy proceedings and, if so, what is the applicable legislation?
A municipal entity (No: kommunalt foretak) cannot be taken under bankruptcy proceedings, as such enterprise is not considered to be an independent legal entity. Further, a Norwegian Foreign Enterprise (No: NUF) is not considered an independent legal entity, but rather a branch of a foreign limited company, and does not normally have legal venue in Norway. A court may, however, commence bankruptcy proceedings against a company that has its principal place of business in Norway. Thus, if the foreign limited company is declared bankrupt based on the fact that its place of business is in Norway, the NUF will be processed as part of the bankruptcy proceedings. The Guarantee Schemes Act chapter 4 has provisions entailing that financial institution and insurance companies cannot be declared bankrupt. Such enterprises will instead be subject to administration by the authorities. 5.4
Are there any processes other than court proceedings that are available to a creditor to seize the assets of the project company in an enforcement?
No. A creditor has to resort to legal proceedings in order to seize an asset of the project company in an enforcement.
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Are there any processes other than formal insolvency proceedings that are available to a project company to achieve a restructuring of its debts and/or cramdown of dissenting creditors?
The Bankruptcy Act of 1984 has provisions regarding voluntary debt settlement and compulsory composition through which a project company could achieve a restructuring of its debts. A voluntary debt settlement requires acceptance from all creditors and thus a cramdown of dissenting creditors cannot be obtained through such a process. In order to commence a compulsory composition, the debtor must file a petition to the court for debt settlement proceedings. The court will appoint a debt negotiations committee, which will prepare a composition proposal. If the proposal entails that the creditors will receive more than 50% of their claims, such proposal requires acceptance from more than 3/5 of the creditors. If less than 50% of the creditors’ claims will be covered, 3/4 of the creditors’ votes are required. If the company has been taken under bankruptcy proceedings, claims can no longer be enforced by creditors unless the proceedings were initiated before the bankruptcy. Furthermore, pursuant to section 5-8 of the Creditors’ Security Act, security obtained through an attachment in the debtor’s assets within three months before the demand for bankruptcy was received by the courts is not legally binding on the bankruptcy estate. If the security is obtained by a related party, the time period extends to two years prior to the receipt of the demand for bankruptcy by the court. If the company has filed a petition for debt settlement proceedings, a petition for bankruptcy filed by a creditor will not be processed by the court until the debt settlement proceedings have become legally binding or closed, or the petition has been cancelled or declined. This rule also applies if the petition for bankruptcy has been filed, but is not yet processed when the company files a petition for debt settlement proceedings; cf. the Bankruptcy Act section 16. Furthermore, pursuant to the Bankruptcy Act section 17, a creditor may not file for an attachment in company assets, unless the creditor’s claim arose after the initiation of the debt settlement proceedings. A petition for attachment will be processed when the petition for debt settlement has been processed, and will be declined if the petition is granted. During the first six months of the debt settlement proceedings, enforcement cannot be sought according to chapters 8 to 12 of the Enforcement Act without approval from the debt negotiations committee. 5.6
Please briefly describe the liabilities of directors (if any) for continuing to trade whilst a company is in financial difficulties in your jurisdiction.
Pursuant to the Companies Act section 17-1, the company, a shareholder and others may claim compensation from, inter alia, a member of the board of directors of the company for any loss caused by the board member in this capacity due to negligence or wilful misconduct. There are certain provisions in the Act providing that the board of directors has a duty to act if the company is in a difficult financial situation. Section 3-4 states that the company shall at all times have an equity and a liquidity which are sufficient considering the risk of its business. The board of directors has to monitor the equity and liquidity of the company and assess the situation frequently, and more often if the company faces financial difficulties. Section 3-5 states that if the equity is less than sufficient according to section 3-4 or the equity is less than half of the share capital of the company, the board has to assess the matter and convene a general meeting
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It is generally assumed that the board has a relatively wide leeway before it will be considered to have acted negligently. If the board members made a careful consideration of the situation when a decision was made they will not be considered to have acted negligently if it later appears that their judgement was wrong. The court cases where board members have been held liable have often been where one or several creditors have received preferential treatment in the time period when the company was in financial distress or shortly before the company was declared bankrupt. According to the Norwegian Penal Code section 284, the board has an obligation to file for bankruptcy if the company is insolvent. If a failure to file for bankruptcy is considered grossly negligent or due to wilful misconduct this is a criminal offence, which may result in fines or imprisonment of up to two years. A failure to file for bankruptcy is, however, not punishable if the debtor has acted in concert with creditors representing a majority of the claims with regard to both numbers of claims and amounts. Similar obligations rest on the board of directors of general liability companies and limited liability partnerships.
6 Foreign Investment and Ownership Restrictions 6.1
Are there any restrictions, controls, fees and/or taxes on foreign ownership of a project company?
Norwegian law does not impose any general restrictions, controls, fees and/or taxes on foreign ownership of project companies as such. In relation to project companies organised as private or public/listed limited liability companies (No: aksjeselskap/allmennaksjeselskap or AS/ASA) there are, however, certain requirements as to Norwegian representation in the company’s management and/or board of directors. Further, in certain industries there might be industry-specific restrictions or controls relevant to foreign ownership. For instance, in relation to shipping partnerships (No: partrederi), there is still a requirement that the managing owner (No: bestyrende reder) is Norwegian or a Norwegian general partnership. Shipping partnerships are rarely used these days, and within the shipping industry limited liability partnerships (No: kommandittselskap or KS), with no foreign ownership restrictions, are more common. There are also certain restrictions on foreign ownership within the renewable energy industry. Foreign investors are not allowed to acquire more than 1/3 (33.3%) of the shares in large-scale hydro power project companies, i.e. projects exceeding 5 MW. For smaller projects there are no ownership restrictions, but foreign ownership might be an issue when seeking governmental licences. As further described in question 7.3, a project company may only acquire a licence to exploit water resources and certain other resources; it may not acquire ownership of the resources as such. As a third example, from the petroleum sector, a foreign operator or licence-holder investing in a Norwegian petroleum project company will have to be pre-qualified by the Ministry of Petroleum and Energy. In order to be pre-qualified it has to demonstrate that it has, inter alia, an organisation in Norway which has relevant competence. Foreign ownership is in general subject to the same tax regime as Norwegian ownership. In fact, the tax regime on asset taxation is favourable to foreign shareholders, as only Norwegian shareholders
would be liable to pay tax on the net worth of their shareholdings in a Norwegian project company. On the other hand, dividends paid to certain foreign shareholders might be subject to a withholding tax at a rate of up to 25%; see question 7.6 below. 6.2
Are there any bilateral investment treaties (or other international treaties) that would provide protection from such restrictions?
Yes, Norway is a party to the European Economic Area (EEA) Agreement which, to some extent, provides protection against the above restrictions for foreign owners domiciled within the European Union (EU) or EEA.
Norway
with a proposal for appropriate measures. If the board cannot find a basis for proposing any measures, or such measures cannot be accomplished, it shall propose to liquidate the company.
Norway
As of February 2015, Norway is party to 14 bilateral investment treaties (BITs) that serve to protect foreign investments in Norway and vice versa. The current Norwegian government has proclaimed its intention to increase the use of BITs in the future. The BITs protect foreign investors in many respects, but do not, however, expressly provide protection against the above-mentioned restrictions. The protection provided for in bilateral tax treaties varies, but certain tax treaties impose less withholding tax than 25%. 6.3
What laws exist regarding the nationalisation or expropriation of project companies and assets? Are any forms of investment specially protected?
The Norwegian constitution provides for protection against the nationalisation or expropriation of any asset. Further, the European Convention on Human Rights Protocol 1 Art. 1 on the protection of property is made statutory law in Norway and gives additional protection from nationalisation or expropriation. Expropriation would only be allowed when in accordance with law, against monetary compensation in full and if deemed necessary in accordance with public interest. Currently there are no laws allowing nationalisation or expropriation of project companies as such. There are, however, a few asset types that may be subject to expropriation, such as real property. According to the Expropriation Act (No: Oreigningslova), expropriation of real property is only allowed when needed for the development of specifically listed social infrastructure such as roads, railroads, hospitals, schools, power production, power distribution, etc. Expropriation is only allowed when the benefits of the expropriation initiative outweigh the harm caused to the owner of the property, and only against full monetary compensation.
7 Government Approvals/Restrictions 7.1
What are the relevant government agencies or departments with authority over projects in the typical project sectors?
For petroleum-related projects, the relevant governmental authority is the Norwegian Petroleum Directorate (No: Oljedirektoratet) (http://www.npd.no/en/). For projects related to hydro power or wind power, the relevant governmental agency is the Norwegian Water Resources and Energy Directorate (No: Norges vassdrags- og energidirektorat) (http://www.nve.no/en/). Other relevant governmental agencies in different industries might be Jernbaneverket in relation to railroad projects, the Norwegian
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Advokatfirma Ræder DA Coastal Administration in relation to harbour projects, the Civil Aviation Authority in relation to aviation projects and the Norwegian Directorate for Public Roads in relation to road projects.
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For all projects involving real property, one would also have to contact municipal agencies. 7.2
Must any of the financing or project documents be registered or filed with any government authority or otherwise comply with legal formalities to be valid or enforceable?
Filing or registration of financing or project documents are generally not necessary to ensure validity or enforceability. However, in order to achieve legal perfection of most mortgages and pledges, filing or registration with governmental agencies would be necessary. In certain circumstances there might be a condition for enforceability that the project documents are filed with and/or approved by the relevant authorities. 7.3
Does ownership of land, natural resources or a pipeline, or undertaking the business of ownership or operation of such assets, require a licence (and if so, can such a licence be held by a foreign entity)?
Yes. Ownership of land is in general subject to licence pursuant to the Norwegian Concession Act (No: Konsesjonsloven), however, due to the number of exemptions from this general rule, a licence would not be required for most acquisitions of land and property in Norway. Foreign entities can hold a licence to acquire land directly or indirectly through ownership of a project company. Under Norwegian law, most natural resources such as petroleum resources, water resources and mineral resources are in principle owned by the state or the general public. The undertaking of business related to, or operation of, such natural resources therefore requires a governmental licence, including for operations on the Norwegian continental shelf and for the development and operation of: hydro power or wind power; mining facilities; power plants; and power lines. 7.4
Are there any royalties, restrictions, fees and/or taxes payable on the extraction or export of natural resources?
As most natural resources are in principle government-owned, special tax regimes apply to income from activities related to natural resources. Typically, high marginal tax is based on considerable excess return (resource rent) associated with the extraction of that particular natural resource. For instance, the marginal tax rate on net income from petroleum activities is 78%, consisting of a regular 27% income tax and a 51% petroleum tax. By way of comparison, the marginal tax rate on net income from (larger) hydro power activities is 58%. For wind power activities there is no resource rent and the marginal tax rate on net income is 27%. 7.5
Are there any restrictions, controls, fees and/or taxes on foreign currency exchange?
There are no restrictions on foreign currency exchange if provided by a licensed bank or financial institution.
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Norway 7.6
Are there any restrictions, controls, fees and/or taxes on the remittance and repatriation of investment returns or loan payments to parties in other jurisdictions?
Yes, certain taxes apply to the remittance and repatriation of investment returns and payment of loan interest to investors outside of Norway. Remittance of investment returns in the form of dividends from a Norwegian project company is generally subject to a withholding tax of 25%. The payment of principal or interest on loans is not subject to withholding tax. Repatriation of the principal amount of a loan is not subject to any taxes at all, but interest payments might be subject to income tax at a flat rate of 27% if the foreign lender is considered to be “resident” in Norway, i.e. if it is incorporated in Norway or its principal place of business is Norway. To avoid tax incentives leading foreign investors to prefer receiving income via loan interest instead of dividends, recent changes in the Tax Act establish strict limitations on a Norwegian debtor’s right to claim tax deductions of 27% for interest paid to related parties. 7.7
Can project companies establish and maintain onshore foreign currency accounts and/or offshore accounts in other jurisdictions?
Yes, a Norwegian project company can establish and maintain foreign currency accounts in any jurisdiction. The company has to disclose the net worth of all its accounts to the Norwegian tax authorities. 7.8
Is there any restriction (under corporate law, exchange control, other law or binding governmental practice or binding contract) on the payment of dividends from a project company to its parent company where the parent is incorporated in your jurisdiction or abroad?
Project companies organised as limited liability companies are subject to detailed restrictions on dividends for the protection of the company’s equity, pursuant to the Public Limited Liability Companies Act and Private Limited Liability Companies Act chapters 3 and 8. Firstly, the amount of distributable dividend is limited to the company’s total equity less an amount equal to the aggregate of: (i) the company’s share capital; (ii) certain limited accounting-based deductions; (iii) loans and guarantee obligations to shareholders or related parties; and (iv) the nominal value of own shares held by the company. Secondly, dividends may only be distributed based on the company’s last audited balance sheet. Such balance sheet may be based on the annual or interim statements of the company and consequently several distributions are allowed throughout a fiscal year. 7.9
Are there any material environmental, health and safety laws or regulations that would impact upon a project financing and which governmental authorities administer those laws or regulations?
EHS has long been an important focus for Norwegian authorities, and there are many general and industry-specific regulations in Norwegian law. The Working Environment Act with regulations
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receivables and thus receive legal protection through notification of the debtor, which would be the insurance company. Often, the mortgagee would be noted as the co-assured or loss payee in applicable loss-payable clauses. Such security arrangements, as well as payments to foreign creditors pursuant to such arrangements, are generally enforceable in Norway.
9 Foreign Employee Restrictions 9.1
7.10 Is there any specific legal/statutory framework for procurement by project companies?
Yes; in relation to public procurement, Norway has implemented the 2004/18/EC Directive on procurement in the public sector and the 2004/17/EC Utilities Directive. Thus, there is a statutory framework governing the coordination of procedures for the awards of public work contracts, public supply contracts, as well as procurement procedures for entities operating in the water, energy, transport and postal sectors. Private project companies doing business within regulated areas will also be subject to the statutory framework.
8 Foreign Insurance 8.1
Are there any restrictions, controls, fees and/or taxes on insurance policies over project assets provided or guaranteed by foreign insurance companies?
According to the Insurance Business Act, insurance activity in Norway can only be carried out by insurance companies which have a licence to carry out such activity in accordance with the Act. Permissions pursuant to this Act are granted by the Financial Supervisory Authority in Norway. It is set out in section 3-1 of the Act that an insurance company shall have a business office and main office in Norway, and that permission can only be granted if the authority is convinced that the company is sufficiently qualified and complies with certain capital requirements. According to the Insurance Business Act chapter 14, a foreign insurance company may be licensed to carry out insurance activity in Norway if the company is licensed to carry out such activities in its home state and is subject to adequate supervision there. Before a branch office can be opened by the foreign insurance company in Norway, a satisfactory cooperation arrangement regarding supervision must have been set up between the supervising authorities in the company’s home state and the Financial Supervisory Authority in Norway. In order to fall under the Insurance Business Act, one would have to carry out insurance activities in Norway. If a project company contacted a foreign insurance company and requested an offer for insurance once, we assume that this would not be considered insurance activity pursuant to the Act. However, we assume that the threshold as to when a company would be considered to carry out insurance activity in Norway is low, and thus that a foreign insurance company would need a licence if it provided insurance to a Norwegian company more than once or twice. 8.2
Are insurance policies over project assets payable to foreign (secured) creditors?
Proceeds from insurance claims can generally serve as collateral security by way of an assignment of insurances in Norway. Such security would be perfected the same way as security in other
Are there any restrictions on foreign workers, technicians, engineers or executives being employed by a project company?
Norway
serves for the benefit of all employees in all industries, and the relevant authority is the Norwegian Labour Inspection Authority (No: Arbeidstilsynet). The Pollution Act with regulations, which is also relevant for most project companies, is administered by the Norwegian Environment Agency (No: Miljødirektoratet). Within the energy sector, the Petroleum Directorate (No: Oljedirektoratet) and the separate Petroleum Safety Authority (No: Petroleumstilsynet) administer the Petroleum Act with regulations. Further, the Water Resources and Energy Directorate (No: NVE) administer the Water Resources Act with regulations.
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A complex set of rules applies to the employment of foreign workers in Norway including, but not limited to, technicians, engineers or executives. This includes requirements to resident and work permits, tax rules, etc. However, if the foreign worker is a citizen of an EU, EEA or European Free Trade Association (EFTA) country, the worker will not have to apply for a resident or work permit but will have to register with the police. The rules and regulations which will apply to foreign workers apply generally and not specifically to project companies.
10 Equipment Import Restrictions 10.1 Are there any restrictions, controls, fees and/or taxes on importing project equipment or equipment used by construction contractors?
The import of certain equipment and goods is subject to restrictions, meaning that you have to obtain permission to import the equipment and that conditions may be attached to the permission. Such restrictions apply, inter alia, to agricultural machines and equipment and to timber. Customs are also payable on the import of certain goods into Norway, and the applicable levels for the customs are given by the Parliament. Project equipment and equipment used by construction contractors would generally also be subject to VAT on importation into Norway. 10.2 If so, what import duties are payable and are exceptions available?
The general VAT rate in Norway is 25%. The basis for the calculation of VAT and whether certain items are exempt from VAT depends on the type and nature of the item. If customs duties are payable the levels will vary according to the type of goods, and are given by the Parliament. The customs tariff would, as a starting point, be based on the value of the goods.
11 Force Majeure 11.1 Are force majeure exclusions available and enforceable?
Yes, force majeure exclusions in contracts are available and enforceable and are often seen in Norwegian contracts. Even if a force majeure clause is not included in a contract, such exclusions may be applied by the Norwegian courts pursuant to the background rules of law.
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12
Corrupt Practices
12.1 Are there any rules prohibiting corrupt business practices and bribery (particularly any rules targeting the projects sector)? What are the applicable civil or criminal penalties?
New legislation regarding corruption was adopted in 2003 in the Penal Code, section 276 a to c. The prohibition applies both to the receiving and offering of briberies and kickbacks (active and passive corruption) and participation in such actions. The question of whether corruption has occurred and if it is a basis for criminal liability will depend on whether an act or omission must be considered “improper” (No: “utilbørlig”). This is a legal term the content of which is developed in court practice. The rules apply to corruption both in the public and private sectors and regardless of whether the corruption was undertaken in Norway or abroad. The sentence in case of violation may either be large fines, imprisonment for up to three years for corruption, or imprisonment for up to 10 years for serious corruption. In addition, a company which is subject to corporate penalty for corruption will be excluded from all public procurement for an indefinite period, cf. the regulations on public procurement, sections 11-12 and 20-12. The law on tort, section 1-6, contains a special provision applicable to claims on damages for loss caused by corruption. Thus, Norway now has a strict and far-reaching set of rules against corruption.
13
Applicable Law
13.1 What law typically governs project agreements?
Project agreements relating to Norwegian projects are normally governed by Norwegian law. For certain parts of the project agreements, e.g. security documents, it might even be necessary or advisable to accept Norwegian law and jurisdiction. If one or more parties are foreign, one might also typically see English or even Swedish law-governed documents on the more commercial parts of the project agreements, even if the parties or the project do not necessarily have a connection to England or Sweden. 13.2 What law typically governs financing agreements?
Finance documents are typically governed by Norwegian law, unless one or more foreign lenders insist on another governing law such as English law, laws of the State of New York or Swedish law. For instance, the European Investment Bank policy has been to only accept governing law within the EU, which excludes EEA/Norwegian law as governing law. As mentioned under question 13.3, security documents are nonetheless typically governed by Norwegian law. 13.3 What matters are typically governed by domestic law?
Norwegian courts will recognise and give effect to the parties’ choice of foreign law, subject only to public policy (ordre public) and internationally mandatory rules of Norwegian law. In relation to enforcement of security over assets located in Norway or granted by a Norwegian borrower, for instance, relevant Norwegian law might apply notwithstanding the parties’ choice of law to the contrary. Therefore, security documents governing security granted by Norwegian parties or granting security over assets located in Norway will typically be governed by Norwegian law.
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Norway 14 Jurisdiction and Waiver of Immunity 14.1 Is a party’s submission to a foreign jurisdiction and waiver of immunity legally binding and enforceable?
As long as such submission to a foreign jurisdiction has been made in writing and for a specific legal relationship, the party’s submission to jurisdiction will normally be legally binding and enforceable. Please note, however, that certain statutory limitations to the parties’ choice of jurisdiction might apply to, inter alia, consumer contracts. Further, unbalanced jurisdiction clauses, e.g. jurisdiction clauses which are exclusive for one party (typically the borrower) and nonexclusive for the other party (typically the lender(s)), run the risk of being held unenforceable under Norwegian law. If and to the extent that proceedings have already been instituted or are pending in a foreign jurisdiction at the time a matter is brought before a court in Norway, the courts of Norway shall stay or dismiss the Norwegian proceedings in accordance with the rules of the Lugano Convention and the Dispute Act section 18-1. In relation to waiver of immunity, Norwegian courts are bound by international law regarding sovereign immunity, and a party’s waiver of sovereign immunity will be legally binding and enforceable to the extent permissible under applicable international law. A general waiver of sovereign immunity might be held contrary to international law, for instance in respect of diplomatic immunity. Enforcement of assets protected by diplomatic immunity, for instance, might require an express waiver of immunity.
15
International Arbitration
15.1 Are contractual provisions requiring submission of disputes to international arbitration and arbitral awards recognised by local courts?
Norway has ratified the New York Convention on Recognition and Enforcement of Foreign Arbitral Awards of 1958 (the “New York Convention”). Thus, arbitral awards and awards from international arbitration obtained in any jurisdiction whether party to the New York Convention or not, will be recognised and enforced without re-examination of the merits of the case. However, recognition and enforcement of arbitral awards will be subject to, inter alia, arbitrability, Norwegian public policy rules (ordre public), internationally mandatory provisions and certain circumstances where the judgment is given in default of appearance. 15.2 Is your jurisdiction a contracting state to the New York Convention or other prominent dispute resolution conventions?
Yes, see question 15.1 above. 15.3 Are any types of disputes not arbitrable under local law?
Pursuant to the Arbitration Act section 9, only disputes over which the parties are free to dispose are arbitrable under Norwegian law. Disputes involving public considerations, such as childcare and divorce cases, are therefore not arbitrable under Norwegian law. Disputes in relation to project financing are regularly arbitrable.
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No, arbitration has to be agreed upon by the parties.
16 Change of Law / Political Risk 16.1 Has there been any call for political risk protections such as direct agreements with central government or political risk guarantees?
No. Such arrangements are not common in Norway.
17
Tax
17.1 Are there any requirements to deduct or withhold tax from (a) interest payable on loans made to domestic or foreign lenders, or (b) the proceeds of a claim under a guarantee or the proceeds of enforcing security?
No taxes apply to foreign lenders with respect to loans, mortgages or other security documents for the purposes of effectiveness or registration. 17.2 What tax incentives or other incentives are provided preferentially to foreign investors or creditors? What taxes apply to foreign investments, loans, mortgages or other security documents, either for the purposes of effectiveness or registration?
There are no tax incentives for foreign investors or creditors. No taxes apply to foreign lenders with respect to loans, mortgages or other security documents for the purpose of effectiveness or registration.
18
Other Matters
18.1 Are there any other material considerations which should be taken into account by either equity investors or lenders when participating in project financings in your jurisdiction?
No, there are no other such considerations. 18.2 Are there any legal impositions to project companies issuing bonds or similar capital market instruments? Please briefly describe the local legal and regulatory requirements for the issuance of capital market instruments.
A bond issue would be considered issuance of a transferable security, pursuant to the Securities Trading Act, section 2-2, meaning shares and other securities which are negotiable on the capital market. Where an offer to subscribe for or purchase transferable securities is addressed to 150 or more persons in the Norwegian securities
market, and involves an amount of at least EUR 1,000,000 calculated over a 12-month period, a prospectus shall be prepared in accordance with the rules of the Securities Trading Act. Bond issues in Norway are generally carried out through the Nordic Trustee, which acts on behalf of all the bond-holders in connection with the issuance of a bond and during the term of a bond issue. An increasing number of investors will only invest in bonds where the issuer is subject to a regulated duty of disclosure. This trend is even more apparent for high-yield bonds, where investors are exposed to a higher level of risk. Where bonds are issued by a company that does not have a stock exchange listing, investors seek the reassurance that a listing of the bonds will ensure that the company provides a satisfactory level of information to investors. Bonds may be registered both on the Nordic ABM and on the Oslo Stock Exchange. In the case of listings of bonds, the rules and regulations of the ABM Nordic, the Oslo Stock Exchange and the Securities Trading Act applicable to listings will apply.
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Norway
15.4 Are any types of disputes subject to mandatory domestic arbitration proceedings?
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Islamic Finance
19.1 Explain how Istina’a, Ijarah, Wakala and Murabaha instruments might be used in the structuring of an Islamic project financing in your jurisdiction.
There are no regulations specifically designed to facilitate the structuring of Islamic financing in Norway. Within existing principles of Norwegian law, including the principle of freedom of contract, Istina’a, Ijarah, Wakala and Murabaha instruments might generally be used in the structuring of an Islamic project financing in Norway. Providers of Islamic finance should, however, observe general licensing requirements in relation to financial services. Further, when structuring Islamic project financings that involve ownership of the project or the assets, one should carefully consider licensing requirements, ownership restrictions and possible tax implications on a case-by-case basis. Although there seems to be an increasing interest in Islamic financing, we have yet to see the establishment of providers of Islamic financing in the Norwegian lending market. 19.2 In what circumstances may Shari’ah law become the governing law of a contract or a dispute? Have there been any recent notable cases on jurisdictional issues, the applicability of Shari’ah or the conflict of Shari’ah and local law relevant to the finance sector?
Shari’ah law may not become the governing law of a contract or a dispute in Norway. 19.3 Could the inclusion of an interest payment obligation in a loan agreement affect its validity and/or enforceability in your jurisdiction? If so, what steps could be taken to mitigate this risk?
No, interest payment obligations are generally enforceable in Norway.
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Advokatfirma Ræder DA
Norway
Marit E. Kirkhusmo
Kyrre W. Kielland
Advokatfirma Ræder DA P.O. Box 2944 Solli N-0230 Oslo Norway
Advokatfirma Ræder DA P.O. Box 2944 Solli N-0230 Oslo Norway
Tel: +47 23 27 27 94 / +47 99 62 35 34 Email:
[email protected] URL: www.en.raeder.no
Tel: +47 23 27 51 57 / +47 45 02 20 56 Email:
[email protected] URL: www.en.raeder.no
Marit E. Kirkhusmo has lengthy and broad experience as a lawyer within financing transactions, primarily within the shipping and offshore sectors. Her experience extends from traditional bank financing to bond deals, leasing transactions and more transactional work such as private placements. In recent years she has assisted clients in several complex financial transactions, such as sale-leasebacks, and in a number of export financing transactions. She assists both companies and lenders with negotiations and closings. During one of her previous positions as general counsel for a large shipping group for many years, Marit gained considerable commercial knowledge and experience. She is a member of the board of directors of GIEK – The Norwegian Export Credit Guarantee Agency.
Kyrre W. Kielland has broad experience in financing and other transactions within shipping, aviation and real estate. He advises banking institutions/lenders, companies and others with negotiations and the closing of financial transactions and complex loan and leasing structures. In addition to traditional bank financing, Kyrre advises clients on leasing transactions and bond deals in the Norwegian and European market (Euro Medium Term Notes). Kyrre holds precious experience with export financing, to the benefit of our many clients, from his secondment with Eksportkreditt Norge AS, the Norwegian export financing scheme. Further, Kyrre is regularly appointed as an external examiner at the Faculty of Law, University of Oslo and Lillehammer University College, within fields such as private international law, international commercial law and law of contracts.
Advokatfirma Ræder is a leading Norwegian law firm with more than 65 experienced lawyers, of which eight are dedicated to our department for Shipping, Offshore and Financing. We provide advice within most areas of commercial law and are centrally located at Solli Plass in Oslo. The majority of our clients are national and international companies, organisations and government authorities. We focus on offering tailor-made, cross-disciplinary advice that suits the needs of each client. We have an international focus and have built an extensive network of cooperative partners across national borders. Ræder is represented in the board and as members of several chambers of commerce. Our international network and experience mean that we can provide prompt assistance to all our clients, including those situated outside of Norway. We focus on each client and concentrate on building trust by providing good advice based on solid, specialist legal knowledge and commercial understanding. Our organisation is built on a foundation that is characterised by orderliness, commitment, quality and respect.
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