France

Mayer Brown

20 Avenue Hoche

75008 Paris

France

Tel: +33 1 53 53 51 87

Email: lborey@mayerbrown.com

Website: www.mayerbrown.com

Laurent Borey is one of the five firm practice leaders heading Mayer Brown's tax practice worldwide and is also member of the team leading the firm's investment fund group. He is a highly regarded transactional lawyer who specialises in the structuring of multi-sponsors and multi-country transactions with a particular emphasis on leveraged acquisitions by private equity houses. He has been involved, as adviser to the purchaser, in many major equity deals in France in the last three years.

Laurent also has extensive experience in representations of taxpayers at all stages of tax controversies and was involved in numerous high profile litigations on the Paris market (for example, transfer pricing, re-characterisation of debt into equity and carried interest taxation).

• Tier 1 – "unbeatable" – Tax – LBO tax structuring (Leaders League 2011 and 2010)

• Tier 2 – Individual Partners – Tax General – (Chambers Europe – 2011 and 2010)

• Tier 2 – "Recommended" – Tax General (PLC Which Lawyer 2011 and 2010)

According to Chambers Global 2010: "This firm is widely renowned as a private equity specialist, and houses a talented 15-lawyer tax department that is acclaimed for its outstanding skill in fund structuring. The group displays the "highest-quality technical expertise" in acquisitions and LBOs, and serves a broad range of clients, from insurance companies and banks to private equity players and industrial groups. Laurent Borey shines at LBO restructurings and is commended for his creativity, responsiveness and close contact with clients."

According to Legal 500 2010 edition "Mayer Brown's growing practice is already viewed by some as 'one of the leading teams in Paris'. The 16-lawyer team is 'excellent', 'brilliant for tax LBO work' and has 'created a tax model favoured by many clients'. The 'very technical' practice, led by Laurent Borey, has five partners, including Olivier Parawan and Benjamin Homo. It has a large array of expertise including fund structuring abilities, serving a large client base."

Mayer Brown

20 Avenue Hoche

75008 Paris

France

Tel: +33 1 53 53 36 24

Email: scomis@mayerbrown.com

Website: www.mayerbrown.com

Sabina Comis is a partner in the Paris tax department of Mayer Brown and heads the Paris private investment funds group. Sabina has a wide-ranging tax practice with a strong emphasis on complex tax structuring of international transactions, often involving multi-sponsors leveraged buy-outs. She also regularly advises corporate clients on their taxation issues in connection with tax restructurings and/or refinancings. Some of her notable experiences include the Numéricable – Completel transaction for Cinven and Altice, and the Zodiac transaction for the Carlyle Group.

As a member of the firm's private investment fund group, she specialises in the setting up and structuring of private investment funds with a particular focus on private equity funds and mezzanine/preferred equity funds. Her tax expertise coupled with her funds expertise has allowed Sabina to advise on innovative funds' structures. Her recent experiences include advising on the setting up of the first French regulated and leveraged investment vehicle for the purchase of discounted debt; and advising on the setting up of a dedicated provider of mezzanine and preferred equity financing for private equity portfolios.

Finally, fund managers regularly rely on Sabina's advice in relation to the structuring of their carried interest rights.

Sabina joined Mayer Brown in 2007 after nine years with two UK Magic Circle firms (having worked in their London and NY offices for more than 4 years and in their Paris office for five years). She is fluent in French and English as well as in her native Italian.

She graduated from The College of Law in London in 1997 and has an LLM in commercial law from the University of Cambridge in 1996 and an LLB from the London School of Economics, where she studied between 1992 and 1995.

Sabina was admitted as an Avocat à la Cour in 1999 and a solicitor in England and Wales in the same year.

Skadden, Arps, Slate, Meagher & Flom

68, rue du Faubourg Saint-Honoré

75008 Paris

France

Tel: +33 1 55 27 11 50

Fax: +33 1 55 27 21 50

Email: philippe.derouin@skadden.com

Website: www.skadden.com

Philippe Derouin joined Skadden in 2008. He had been a partner at two other international law firms. He is experienced in business, civil, corporate and administrative law with a special emphasis on domestic and international tax law.

Philippe is active in litigation, including assisting in tax audits and litigation before courts in France and Monaco, the European Court of Human Rights and the European Court of Justice (ECJ), relating to domestic and international tax issues (such as transfer pricing, double taxation treaties and European law). In addition, he handles contract and civil liability cases relating to taxation before civil and commercial courts and arbitrators.

Philippe has advised on the tax elements of many cross-border M&A, such as the acquisitions of Compagnie Européenne de Prévoyance by JC Flowers funds, and of Price Minister by Rakuten KK, the Match Meetic merger and the divestment of Quiksilver from Skis Rossignol. He previously advised on the Air France KLM and Sanofi Aventis mergers and the acquisition of Chantiers de l'Atlantique by Aker Yards. He also advised on major international joint venture combinations such as GigaMedia and Mangas Gaming and Newedge, a joint venture between Crédit Agricole and Société Générale.

Philippe has advised on major structured finance transactions, including project financing such as the Koniambo nickel mining and manufacturing project in New Caledonia by Xstrata; and the refinancing of the Millau toll bridge by Caisse des Dépôts et Consignations and Eiffage. His experience includes assisting several financial institutions and issuers on various domestic and cross-border tax-efficient structured finance transactions.

Philippe has a substantial record of litigation cases where he successfully assisted taxpayers either in reaching out-of-court settlements or in winning landmark cases in France, including before the supreme jurisdictions, in Monaco and before the ECJ.

Consistently ranked among the leading professionals in his area, Philippe is placed in the first band by Chambers and International Tax Review. He is the only French tax attorney in the "Best of the Best" guides published by Euromoney and is considered to be "essential" (incontournable) by the leading French publication Décideurs Juridiques et Financiers.

Mayer Brown

20 Avenue Hoche

75008 Paris

France

Tel: +33 1 53 53 03 59

Email: bhomo@mayerbrown.com

Website: www.mayerbrown.com

Benjamin Homo advises a large number of French and foreign private equity clients and corporate groups on their acquisitions, financing, and real estate transactions. He has developed a strong experience of all aspects of multi-country transactions, from tax due diligence to structuring work, including financing issues, and has been involved in most of the larger deals (above €1 billion ($1.4 billion)) carried out in the French market in recent years. In his work on such transactions, Benjamin analyses, develops, and manages complex financial models which allow him to translate multi-jurisdiction tax advice into cash flow simulations, helping his clients understand and analyse with their own tools and language the consequences of cross-border taxes on the economics of the transaction.

Benjamin also assists corporate clients in their day-to-day tax management and in the reduction of their global effective tax rate (French and international tax planning, transfer pricing, and similar concerns). In this part of his work, he has been extensively involved in tax audit and litigation work for his clients, from the audit phase to court litigation, including every step of the administrative process. His litigation experience spans the full spectrum of issues, from VAT or corporate tax claims for French companies to cross-border transfer pricing disputes for US-based multinational groups, as well as personal tax litigation.

Benjamin also provides structuring advice for the creation of real estate or private equity funds, and has developed numerous contacts with the French tax authorities' teams in charge of this area of law.

Before he joined Mayer Brown in 2004, Benjamin was a member of a major financial consulting firm's Paris office. He is fluent in both French and English.

Freshfields Bruckhaus Deringer

2 rue Paul Cézanne

75008 Paris

France

Tel: +33 1 44 56 33 62

Email: cyril.valentin@freshfields.com

Website: www.freshfields.com

Avocat à la Cour, Cyril Valentin is a partner in Freshfields Bruckhaus Deringer's international tax group, and is the head of the French tax practice.

Cyril advises a wide range of French and international clients on the tax-related aspects of domestic and cross-border public and private M&A and reorganisations, leveraged buy-outs, real estate, and structured finance transactions. He also has extensive tax litigation experience.

Cyril is recognised as a leading tax practitioner by the major international and French directories. He is a member of the International Fiscal Association and publishes regularly on issues in French and international taxation for various reviews specializing in this area of law.

Cyril is a graduate of HEC Paris, the Law School of the University of Paris XI (DESS in International Taxation), and of New York University (LLM in International Taxation). He joined Freshfields Bruckhaus Deringer in 2000, after having practiced tax law with another major firm in Paris and New York for four years. Cyril has been a partner at Freshfields Bruckhaus Deringer since 2005.

Cyril speaks French, English, and German.