Aviation

Our experience of aircraft acquisition and financing consistently affirms our view that the best commercial terms are won at the LoI stage of negotiation. When advising on the financing of the acquisition of commercial, we typically assist with the negotiation of the LoI so that advantageous terms on security, ownership structure or tax arrangements can be “baked in” from the outset – the aircraft operator enjoys the freedoms necessary to exploit the asset to its maximum revenue-earning potential.

Advising some of the world’s biggest airlines puts us at the forefront of recent developments in tax advice, structuring, operating leases and tax and finance leases; it includes advice on debt finance, JOLCO, conditional sales and other financing systems driven by equity needs, tax or security considerations.

As borrowers become more adventurous and are willing to look beyond debt finance, we assist with developing alternative tailored finance systems on an international scale, to enable the establishment of recognised tax efficient financing systems for aircraft leasing or ownership (including complex portfolio financings such as securitisations).

Related fields – a recent example being the rapid developments in sanctions and also pandemics – on which advice is required in a changing political and commercial landscape are quickly identified and addressed.

Our lawyers advise for the most part commercial air operators and specialist operators of business aircraft, and lessors. The commercial awareness required on the operator side is also useful to lessors’ ability to attract new business from lessees through refined offerings without compromising on asset liquidity.

Recent matters include:

• Assisting a French operator on the financing of three B787, three A350 and one A320 aircraft via JOLCOs
• Assisting a French operator on three French title reservation sale and leasebacks for three B737-800 aircraft
• Negotiating and drafting a new operating lease to be used in a series of commercial aircraft deliveries
• Converting four aircraft leases with purchase options into conditional sale agreements between a European lessor and an African lessee
• Assisting a Sri Lankan operator on an engine lease
• Issuing opinions to lenders in respect of French SPCs and security

We advise airlines and airports on aviation-relevant aspects of EU, national and international air transport regulations, air travel law, state aid and GDPR / data protection regulations. We deal regularly with EU government officials, aviation regulators and the European Commission.

An important part of our regulatory practice is advising on competition law at national and EU level. We advise on competition law compliance of agreements and practices between airlines as well as agreements with third party suppliers, cartel investigations, abuse of dominant position, merger control regulations and state aid. Our lawyers have taken such cases before the EU competition authorities and the EU courts, have handled applications for exemptions and have filed notifications and submissions in investigations into airline mergers and alliances.

Recent matters include:

• Advising several airlines on compliance with the EU General Data Protection Regulation (Data audit and assessment, drafting Privacy Policies, Addendum/ amendments to contracts with third parties processors, Binding Corporate Rules and presentation to European Data Protection Authorities)
• EU airfreight cartel proceedings (Case COMP/39258) and the ongoing English High Court and Court of Appeal litigation in follow-on claims for damages
• EU national competition authority investigation into code share agreements in European regional routes
• Advising airlines on cooperative agreements including JV “metal neutral” alliances; Alliances’ membership and termination, code share agreements; shared ground handling services and airport facilities
• Advising two Asia-Pacific airlines on a revenue sharing and scheduling alliance on EU-bound routes
• Advising an interested third party in an EU Commission investigation on unauthorised state aid to an airline
• Advising airlines on EU compliance issues, including drafting Modern Slavery and the Bribery Act policies.

To the business jet sector, we bring the skill sets developed in our commercial aviation practice together with our wider expertise to assist UHNWIs in asset purchase, financing and operation, to provide a high-end legal offering. We aim at assuring the client that potential difficulties with security, insurance, tax and registration often found in business aircraft purchase and operation are addressed before they arise.

Our expertise in business jet matters covers:

• Assisting on business jet (newbuilt and secondhand) acquisitions and disposals;
• Advising business jet owners on financing arrangements, whether through loan arrangement or leases;
• Assisting on tax related issue for the acquisition and operation of a private jet, including without limitation import taxes, sales taxes, VAT, etc …;
• Negotiation of aircraft management agreements with aircraft managers/operators;
• Advising on ownership structure for the acquisition of the aircraft;
• Advising on insurance related matters.

Recent matters include:

• Assisting an EU client for the acquisition and financing (by way of leasing scheme) of a  Bombardier Global 6000 aircraft;
• Assisting a client for the acquisition and financing (by way of loan) of a Gulfstream G650 aircraft;
• Advising the owner of a Gulfstream G650 for the negotiation of its management agreement with an Asian based aircraft operator;
• Assisting a client for the purchase and financing of Bombardier Global 5000 aircraft.
• Advising the Purchaser of a Bombardier Global 5000 aircraft purchased from a repossessing bank following the default of its previous owner
• Advising a business jet operator regarding the tax conditions of various sale and purchase of business jets

Qualified to advise in French and English laws, our aviation dispute resolution team is highly reactive and holds the commercial realities of litigation and recovery as the driving leitmotivs of strategy, having also due regard for the preservation of commercial relationships in the aftermath. We represent clients in arbitrations and court proceedings, from pleadings and interim orders to the enforcement of judgments.

We handle the huge variety of claims that can occur in this dynamic industry, ranging from commercial disputes to aircraft and property damage. We specialize in both commercial arbitrations and litigation resulting from the return of aircraft by lessees at the end of operating leases.  We commonly advise on delayed aircraft deliveries (under leases), and complex technical and products claims.

Through our vetted partner firms across the globe, we advise on cross-border enforcement and have exceptional aircraft repossession expertise within Europe, the Middle East and the Americas.

Recent matters include:

• Advising a French lessor/seller under a conditional sale agreement in litigation against an Indian ocean lessee regarding the sale of two A340 aircraft
• Assisting a European airline regarding payment of administrative penalties
• Assisting a European airline in an ICC arbitration regarding termination of a lease agreement with a Middle Eastern airline and the enforcement of the award in the United Arab Emirates
• Assisting in enforcement proceedings in France against a European company which completed the refurbishment of an A319 aircraft, including lifting an arrest order and filing criminal complaints
• Assisting a French airport managing body regarding the recovery of unpaid airport charges
• Assisting a private client to lift the arrest on two aircraft in France
• Assisting an Irish engine lessor on the recovery of two leased engines from an insolvent lessee, with the engines being located in France and Portugal.