Understand Your Rights. Solve Your Legal Problems
Guidance on a new interim regime for defined benefit (DB) consolidators was published in June by the Pensions Regulator (TPR), summarising the initial framework for the authorisation and regulation of consolidators. Rosalind Connor and Aneliese Sweeney, respective Partner and Associate at Arc Pensions Law, dissect the new guidance and what it means DB schemes.
Although consolidators already exist, with transactions waiting in the wings, publication of TPR’s guidance sets the ball rolling for consolidator transfers. TPR’s new guidance outlines the basis on which schemes can transfer to a consolidator, pending specific consolidator legislation.
It had been anticipated that the Pensions Scheme Bill, which is currently working its way through the House of Lords, would introduce specific legislation for consolidators. But their omission from the Bill made it difficult for employers to transfer their DB scheme to a consolidator, as employers had little reassurance that a transfer would not lead to TPR exercising its moral hazard powers.
In its current form, pensions legislation does not prohibit transfers to a consolidator. But to facilitate the process, the interim regime provides an approved route for employers to transfer their DB scheme to a consolidator, namely through a successful clearance application.
In its current form, pensions legislation does not prohibit transfers to a consolidator.
The interim regime set out in TPR’s guidance is only the beginning of a specific consolidator regime. Trustees and employers should be aware that this area is expected to be subject to further change and clarification.
So what are the key points in TPR’s guidance? TPR does not consider it appropriate to clear a transaction involving a consolidator unless it has assessed the consolidator against the criteria set out in its guidance. As a result, the guidance focuses on the requirements that a consolidator must meet. These include specific requirements such as the minimum technical provisions set by TPR, triggers to be included in a consolidator’s legal arrangements (namely low-risk funding and wind-up triggers) and a prohibition on value extraction unless scheme benefits are bought out in full with an insurer.
From an employer’s perspective, TPR is clear that it expects an employer to apply for clearance before transferring its DB scheme to a consolidator (since a transfer is considered to be a Type A event). Clearance is no longer a common process for most DB schemes, with the number of clearance applications having dropped significantly since the process was first introduced. However, as TPR indicated that it intends to update its clearance guidance, it may be that this process will become more streamlined and predictable.
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Clearance from TPR does not amount to approval. Instead, it is a legally binding assurance that, provided certain conditions are met, TPR will not use its anti-avoidance powers in relation to the transaction against the parties who apply for clearance. Although clearance is not obligatory, employers that choose not to seek clearance risk TPR exercising its moral hazard powers.
TPR’s guidance does not focus on a trustee’s role in a consolidator transfer. Although TPR will expect to see a transferring scheme trustee’s due diligence as part of a clearance application, clearance does not provide trustees with much comfort. Irrespective of whether clearance is obtained, trustees will have to consider whether the transfer is in their members’ interests and in accordance with their duties, with clearance not acting as a barrier to any later member challenge. Since TPR’s guidance is focused on the assessment and regulation of consolidators, there is currently no additional guidance for trustees in deciding whether to agree to a transfer.
No fixed timetable exists for the next steps in consolidator regulation. Although TPR’s guidance took immediate effect, further TPR guidance is imminent, particularly in respect of monitoring and reporting and the protections required of consolidators’ legal arrangements. Other changes to TPR’s guidance may be made as it flexes its expectations and guidance to address new entrants joining the market.
In the absence of specific legislation, the current interim guidance is far from the final position. It is very unlikely that specific consolidator legislation will be introduced until next year, at the very earliest, given the current constraints on parliamentary time. In the interim, schemes, consolidators and their advisers will have to adjust to changing guidance on consolidator transfers for some time to come.
Back in the 14th century through to the 18th century, people went to court for eavesdropping and for opening and reading personal letters[1] and from the end of the 19th century, this shifted to personal information being controlled in order to protect one’s privacy.
It has been mooted for decades and extends outside what we may deem as our privacy rights today. When we mention ‘privacy’, we may be taken to early 2018, to the Facebook - Cambridge Analytica data scandal, or to the EU’s GDPR regulation which was implemented, again, in 2018. But privacy extends further than that, to issues involving contraception, interracial marriages and abortion (think Roe v. Wade). And it is such cases that have shaped our society and law around privacy today[2].
A brief history into privacy
A major article written by Samuel Warren and his legal partner Louis Brandeis advocating privacy rights was published in 1890 in the Harvard Law Review. “The Right to Privacy” argued that privacy is inherent in common law and generates various privacy ‘torts’, such as the disclosure of private facts (such as the aforementioned examples). Where some counter-argued that such rights can offer protection for the privileged, Warren and Brandeis still managed to pave the way for future legal cases regarding privacy.
And while the US Constitution, to this day, does not specifically mention a right to privacy, the Supreme Court has noted that it believes this right exists in the “penumbra” of several other, enumerated rights
William O. Douglas - an American jurist and politician who served as an Associate Justice of the Supreme Court - quoted Brandeis in the Public Utilities Commission v. Pollak case in 1952, regarding whether the radio broadcasts on public transport was a violation of freedom and privacy: “The beginning of all freedom” is “the right to be let alone” thus the right to privacy. “The right to be let alone”, Brandeis - who was an Associate Judge at the time- quoted this in the Olmstead v. United States case in 1928, where Roy Olmstead’s conviction was in part based on evidence gathered through government wiretaps, is “the most comprehensive of rights, and the right most valued by civilized men.” Even though the Court originally held that neither the Fourth Amendment nor the Fifth Amendment rights of the defendant were violated, the decision was later overturned by Katz v. United States in 1967[3]. This case somewhat altered privacy rights in America, as the decision expanded the Fourth Amendment's protections from the right of search and seizures of an individual's "persons, houses, papers, and effects", as defined in the Constitution, to include "what [a person] seeks to preserve as private, even in an area accessible to the public" as a constitutionally protected area[4].
And while the US Constitution, to this day, does not specifically mention a right to privacy, the Supreme Court has noted that it believes this right exists in the “penumbra” of several other, enumerated rights, such as the Third, Fourth, Fifth, and Fourteenth Amendments, and as such, citizens are entitled to it under the catch-all provision of the Ninth Amendment. This has shaped privacy, in the US, to this day.
How much risk is posed here if we mindlessly click ‘agree’, or how much of our lives are now actually private?
What is ‘privacy’ today?
So, the right to privacy has been a much-debated issue for a very long time and it seems as society develops, so does our concern for privacy. Once upon a time, postcards were seen as a threat to our privacy and now, we don’t give them a passing thought as we have bigger qualms at hand: should we ‘accept cookies’, allow our phones to track our movement, or download the latest craze, such as TikTok and risk our precious data being shared amongst strangers? How much risk is posed here if we mindlessly click ‘agree’, or how much of our lives are now actually private?
If I take myself, as an example: I don’t post a vast amount on social media - I could be abroad and my Facebook friends would be none the wiser as I like to exercise my right to privacy. But, simultaneously, my phone will sift through my emails and recognise I booked a flight and it needs to notify me when I ought to leave the house so I make my flight on time; it will recommend sights for me to see, hotels to stay at, it will keep track of where I visited, how long for, how many steps I did that day, what restaurants I visited, what photos I took at that specific location, so when I land back home, it can collate all this information and email me a mini 21st-century ‘scrapbook’ on my adventure. My tiny phone is more aware of what I did on my holiday than my own mother. Does it bother me? Not so much, because all of these features are convenient and I am actively deciding what I share and what I keep private - which seems to be the centre of many debates and legal cases (such as the aforementioned Katz v. United States case). If my phone was hacked, however, and all my information was leaked, even though I lead a very boring life, I would be concerned to how my privacy was violated and who now has all that information at hand, yet I would have to still acknowledge that I allowed my phone to track my every move and that information was always available and at risk of being available to somebody else. It is not until external parties, such as the government, want to access that data that everything becomes a little too 1984 and we feel like our privacy rights are being breached.
The global pandemic is the perfect example of this constant battle we have with privacy and our control over it.
As written more succinctly in The New Yorker, people tend to invoke their right to privacy when it serves their best interests: “People are inconsistent about the kind of exposure they’ll tolerate. We don’t like to be fingerprinted by government agencies, a practice we associate with mug shots and state surveillance, but we happily hand our thumbprints over to Apple, which does God knows what with them.”
Freedom vs. privacy: What do we want more?
The global pandemic is the perfect example of this constant battle we have with privacy and our control over it. When governments across the world began to consider or release contact-tracing apps, many very apprehensive for obvious reasons: it screams a movement towards an Orwellian era. The app, which works by recognising when two phones are close together for longer than a set period of time (and if one user is later diagnosed with the coronavirus, an alert can be sent to the other), would enable the government to potentially track where you were and who you were with. The idea that the government would have a mass amount of data in their hands, didn’t sit right with people, including many people close to me. But as soon as I questioned their reasoning and asked ‘but do you care what cookies you accept or what information apps can access?’ they soon came to realise that they are not as concerned with their right to privacy as they thought, as they all simply don’t take any notice to what Instagram is tracking.
There is clearly a societal need and purpose for utilising location-based data for the greater good.
Nonetheless, it was understandable why they were apprehensive. Norway's health authority had to delete all data gathered via its COVID-19 contact-tracing app and suspend further use of the tool as the Smittestopp app represented a disproportionate intrusion into users' privacy. The UK government was also forced to abandon a centralised coronavirus contact-tracing app after spending three months and millions of pounds on its development and switched to an alternative designed by the US tech companies Apple and Google after being promoted as more privacy-focussed, leaving epidemiologists with access to less data.
Speaking to Mike Ingrassia, President and General Counsel at Truata, he explains that the COVID-19 pandemic seems likely to enhance this sense of unease among consumers regarding the use of their data. “On the one hand, consumers’ digital footprints are being expanded at a record-breaking pace as their lives move ever more from the physical to the digital realm. This is quickly increasing the amount of personal data that companies hold regarding their customers - and incentivising those companies to monetise that data more aggressively in order to thrive during the pandemic-induced recession”, he shares.
“On the other hand”, Mike expands, “The response from governments to the COVID-19 pandemic has already raised many concerns when it comes to contact tracing apps, mobile location data tracking and increased surveillance. However, as the world continues its fight against the spread of COVID-19, it has become vital for governments to assess how they can use data for social good.”
But why do we mindlessly allow Zuckerberg to store our data, but panic when the government wants access?
There is clearly a societal need and purpose for utilising location-based data for the greater good. But only if it is used responsibly. Governments must ask themselves whether appropriate safeguards and technologies are being applied so that they are not, in using that data to benefit society, failing to protect the rights of the individuals behind that data. “Questions that need to be considered include what type of personal data is being shared, for what purposes and for how long?”, says Mike.
There is no doubt that consumers have a growing awareness of the value of their personal information, and they are increasingly concerned with how it’s being used, both by public and private entities. It is not yet clear whether the introduction of GDPR and other more stringent global privacy laws has moved the dial on customer trust, as there still appears to be widespread confusion and distrust amongst consumers on how their data is being collected and who it is being shared with.
At the end of the day, the government is trying to do what it has always done: conduct surveillance of individuals and groups if they suspect they are presenting a danger to society. But why do we mindlessly allow Zuckerberg to store our data, but panic when the government wants access? Is our data in better hands when Facebook is using it, or with the government?
But in this day and age, when privacy almost correlates with data and our online activity, we lack full control over how private everything is.
And as Mike explains to us, even though most governments will in good faith want to use data responsibly, they will likely lack the tools and expertise to do so on their own. Private sector assistance, such as the provision of cutting edge, privacy-enhancing data analytics technologies so governments can responsibly get powerful insights from their data, will be needed. “One of the most effective ways for governments to obtain such powerful insights from unique, large data sets responsibly will be to fully anonymise those data sets first, better enabling them to extract value from their citizens’ data without compromising the privacy of the individuals behind that data”, Mike tells us.
Taking an approach such as this, leveraging the best privacy-enhanced data analytics technologies available from the private sector, such as powerful anonymisation solutions and related analytics tools, will allow governments to unlock life-saving insights from data, without sacrificing the privacy rights of its citizens.
“In the aftermath of the COVID-19 pandemic, this might be one of the greatest opportunities for responsible coordination among the public sector and the private sector. If they can both embrace this opportunity – if governments have the courage to use their data innovatively, and the self-restraint to do so responsibly, and if technology companies have the creativity to offer governments the tools to do so – we will all benefit.”
It is a fickle scale, where our need for control lies on one scale, and our trust in the technology lies in another. Perhaps we are more concerned with our right to freedom and liberty, as that is what shaped Roe v. Wade and Public Utilities Commission v. Pollak. And if we really think about privacy in this day and age (data, data and more data), we do somewhat lack full control of who has it and where it goes.
Do we care about privacy or are we actually aiming for liberty and freedom?
Rethinking what privacy actually means
Let’s think about one of the most discussed laws of 2018: GDPR. Privacy was at the heart of this EU regulation, but in reality, the new measures were partially rolled out to help people better understand the way in which information is collected and used and was designed to "harmonise" data privacy laws, providing greater protection and rights to individuals. It gave the average citizens more control and freedom over what they choose to share and left organisations with more liability if they breached privacy rights. It wasn’t to restrict companies’ access to our data per se (although companies were given less mobility in this area), it was to allow us to decide what we wanted to remain private. It is the same point that was mooted when postcards were invented - if you felt threatened that your mail was going to be read and thus breach your privacy rights, you had the option to use an alternative method; if you don’t trust a website with your cookies, you now have the option to refuse access. We have some control over our data and what we keep private but if we want to fully enjoy the world of Siri, we have to trust in the technology and be aware that our device is constantly listening and waiting for you to call its name.
The government is aware of our right to privacy. The Fourth Amendment in the US acknowledges that. The UK’s Data Protection Act acknowledges that. “The right to be let alone is the most comprehensive of rights”, and authorities will recognise that if we feel like our privacy is being violated, we will speak about it. But in this day and age, when privacy almost correlates with data and our online activity, we lack full control over how private everything is. In a survey conducted by EY, they found that nearly half (46%) of survey respondents’ number one or two concern is not having a clear picture of where personal information is stored or processed outside of their main systems and servers[5]. Once data enters the internet, it will be accessed and logged and stored and analysed and compared with a billion other pieces of data, it is almost impossible to legislate data access away[6]. So, is any of our data truly private anymore? Do we care about privacy or are we actually aiming for liberty and freedom? Is it time for us to rethink what ‘privacy’ means to us now and what it truly is in the current age?
[1] https://link.springer.com/content/pdf/10.1007/978-3-642-03315-5_2.pdf
[2] https://www.newyorker.com/magazine/2018/06/18/why-do-we-care-so-much-about-privacy
[3] https://en.wikipedia.org/wiki/Olmstead_v._United_States
[4] https://en.wikipedia.org/wiki/Katz_v._United_States
[5] https://www.ey.com/Publication/vwLUAssets/ey-can-privacy-really-be-protected-anymore/$FILE/ey-can-privacy-really-be-protected-anymore.pdf
[6] https://www.computerworld.com/article/3135026/does-privacy-exist-anymore-just-barely.html
On Tuesday, the US Supreme Court ruled that the addition of “.com” to a term is sufficient to allow for the entire combination to be trademarked.
The ruling delivered a victory for Booking.com, which had been denied a federal trademark by the US Patent and Trademark Office (USPTO) on the grounds that generic names are not eligible for trademark protection. Similar requests for trademarks by websites such as Hotels.com and Lawyers.com had also been denied in the past.
However, the SCOTUS sided with lower courts, which had found that 75% of respondents in a survey believed “Booking.com” to be a distinctive brand name. Based on trademark law that existed before the advent of the internet age, a brand name is eligible for trademarking if enough people consider it to be sufficiently distinct in its entirety.
Justice Ruth Bader Ginsburg wrote in the 8-1 majority opinion: “We have no cause to deny Booking.com the same benefits Congress accorded other marks qualifying as nongeneric.”
This case also saw the first ever Supreme Court oral argument to be delivered by telephone, a result of social distancing measures altering the Court’s long-held traditional procedures.
Recovering from injuries associated with car accidents, slips, falls, or worksite mishaps can be as emotionally straining as it is physically straining. Those who’ve been injured might consider filing a lawsuit to recover the damages they deserve, especially when mounting medical bills and lost income leave newly-injured patients teetering on the brink of bankruptcy.
Personal injury lawsuits are a great option for those who are injured and in need of compensation. Unfortunately, any person(s) involved in a physically-debilitating accident will have to maneuver the maze of common myths surrounding personal injury lawsuits.
For guidance in your personal injury pursuits and for more information on auto accidents, workers’ compensation, medical malpractice, slip & fall, and wrongful death, you should check available resources on the subject. Once you are informed, use the following list to dispel any potentially distorting myths surrounding personal injury lawsuits.
Oftentimes, lawyers will collect their fees once you win your case. In some instances, your lawyer can actually request compensation for legal fees as part of the settlement. If the defendant isn’t required to pay your legal fees, these fees can be taken out of your total award.
With these payment strategies, you won’t have to pay out of pocket, and you won’t need to pay a retainer fee. As a warning, you’ll want your lawyer to determine how strong your case is before recruiting their services. Otherwise, you’ll be drowning in legal fees with no compensation for your sustained injuries.
Oftentimes, lawyers will collect their fees once you win your case.
Successful personal injury law firms sometimes advertise their services as an untapped gold mine. Despite any flashy confidence on their websites, your personal injury lawyer must still overcome the burden of proof for your case. You may feel as though the case is “open and shut”, but that doesn’t mean that the court or a jury will agree.
The good news is that reputable attorneys will always be honest with you about the prospects of your case, so you should go into your case with a realistic idea of what’s possible. In fact, many personal injury attorneys won’t take your case unless they’re confident they can win, so having an attorney accept your case is a good sign that it is winnable.
Some cases can be settled quickly simply because the defendant is anxious to close the case and is willing to sacrifice compensation in the name of convenience. On the other hand, many cases devolve into a tug of war for compensation or further evidence, which can drag on for months.
Regardless of the situation, don’t expect that you’ll make a lot of money in the blink of an eye. You can ask your lawyer if they have any idea how long it’ll take to close the case, but oftentimes, they won’t be able to give you any specifics. Your lawyer is only working with the information they’re given by the defendant. Some people will be willing to go to court, and some defense attorneys will move slowly on purpose.
Personal injury claims are subject to the statute of limitations for the state. When your lawyer takes the case, they’ll need to know when the injury occurred. In most states, the statute of limitations is 2-3 years.
However, there are many cases where an injury-sufferer won’t realise the extent of their injuries until years after the incident. In search of compensation, some injury-sufferers may have even been instructed to not file a claim, or faced retaliation that stalled the progress of their case.
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In some circumstances, the at-fault driver may cover all medical expenses and necessary repairs as part of a settlement or insurance claim. However, personal injury cases are handled differently from state to state. For example, some states use a doctrine known as “contributory negligence,” where the percentage of your fault determines the percentage of your award.
For example, if you were to receive $100,000 in a settlement, you’ll only receive $70,000 if you were found to be 30% responsible for the accident. Other states use comparative negligence where both drivers are judged for how much they contributed to the accident. Unfortunately, these figures tend to be less exact.
Most states do not force injured parties to prove that they didn’t cause their own accidents. The injured party is only required to show that someone else’s negligence caused the accident, and that is, oftentimes, enough to recover damages.
Unfortunately, you’re not guaranteed a win if the other party involved is proven to be negligent. Their lawyer could claim that other mitigating factors should be considered. Those mitigating factors might reduce the award or nullify it completely. A good lawyer won’t guarantee anything, and they’ll be honest with you about the progress of your case.
Insurance companies prioritize making money over the well-being of their customers. Your insurance provider will often do anything they can to avoid paying for your injuries.
To dodge payment, insurance companies may record your calls, or the adjuster might try to trap you by asking confusing questions. Insurance companies will even send lawyers to fight any settlement you might receive. Always speak to a lawyer before disclosing any information to your insurance provider.
When you’re involved in a personal injury case, you should make sure that you contact an attorney as soon as possible. Your attorney will research the case, give you all the advice you need, and help guide you through the process. Before recruiting the services of a lawyer, you’ll need to understand how the attorney will be paid and how your insurance works. Most importantly, you’ll need to accept that your innocence does not automatically guarantee compensation.
At this point, it goes without saying that the reason behind the community quarantines is to ensure that the virus doesn’t spread further than it already has. Because the majority of people were asked to stay within the confines of their homes, this caused various business sectors to halt. Gyms are closed, schools and universities have suspended classroom lectures, restaurants operated at 50% capacity or not at all. These are all economy-draining measures that are as necessary as they are difficult to accept. And while it’s true that almost all industries took a significant hit during the pandemic, one business sector that is easily overlooked is that of the commercial and rental property sector.
We all need a place to stay during the pandemic. But what about the people who don’t own a house? How do they pay rent or mortgage, considering the fact that most jobs are currently suspended? The law also takes this into consideration by putting in place the following measures:
Most states issued an emergency order to temporarily cease property evictions. However, this does not mean that tenants get free lodging. This order merely means that courts will not hear eviction cases while the order is in effect. Tenants will still have to pay rent even if they cannot be evicted for nonpayment.
Another point of concern for many members of the citizenry comes in the form of foreclosures in light of being unable to pay for their mortgages. It’s a scary thought to consider, especially when losing your home during the COVID-19 pandemic is one of the worst things that can happen. However, citizens need not worry as while the Federal Government cannot interfere with the obligations between private parties, it can suspend foreclosures for any federally-held mortgages.
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In a similar manner, many states have also halted electricity, water, and sewage shutoffs until the state’s disaster declaration expires. However, this suspension on utility shut offs does not take effect automatically. Customers need to contact their utility provider in order to use this measure.
Let’s not forget that there may be some landowners that opt to physically bar tenants from entering a rental property. It should be known that your landlord cannot keep you from accessing your home during this pandemic, even when the lease indicates that the landlord may change the locks. When they do change the locks, they are required to give their tenants the key to the unit.
Should you experience a landlord trying to forcefully evict you during these difficult times, it’s important that you get in contact with someone knowledgeable in Property Law. Even when you’re able to attain knowledge from property law courses online, it’s best to augment this knowledge with the training and experience of a lawyer who specialises in this field of the law.
Even as we endure these difficult times, we should never forget that the law, too, endures. Even during upheavals such as this pandemic, the law rules over the land, and it protects the citizenry from undue cruelty and mistreatment.
The daily pre-coronavirus life of any lawyer included a hectic schedule and long hours of meeting with clients, attending court hearings and filing legal documents. As the pandemic sweeps across the world, that daily schedule is changing along with everything else.
If you are new to working from a home-based office, it may be tough to adjust to your new surroundings. Thanks to technology, many professionals can conduct most of their vital business with the use of laptop computers, email and video conferencing. This allows most lawyers to keep up with their most important cases and clients right from home.
If your family is also at home due to school and work closures, it can be a challenge to organize your day so that you can still be effective for your clients. As a divorce lawyer, you know that communicating with your clients, no matter where you set up your office, is an essential part of your business. Let’s take a look at a few of the ways that you can work from home and still get the job done.
Although it’s great to be able to answer your emails and take phone calls whilst wearing your pajamas, there are drawbacks to working from home that can affect your productivity. It’s important to create a dedicated space with limited distractions where you can concentrate on your work.
A spare bedroom, home office space or even your garage are great substitutions for a temporary office area. It’s important to find a space that will give you both privacy and comfort. Keep in mind that if you are conducting any kind of video calls that your background is appropriate and not distracting to clients and colleagues.
A spare bedroom, home office space or even your garage are great substitutions for a temporary office area.
When you are at home, your spouse and family may draw your attention more than you expect. Make sure to talk with your family about when it’s alright to intrude on your working time. Create rules like “knocking first” to help you get the privacy you need and limit distractions.
Working from home can be a very liberating exercise where you can take total control over your daily schedule. However, it can be easy to get sidetracked if you don’t establish some sort of order and routine. Set a specific work schedule for yourself and stick to it. You can work whatever hours are convenient for you but, it’s important to keep to the same routine every day.
There is so much uncertainty and fear surrounding the pandemic and your clients may be overly concerned about the status of their cases. It’s vital to take the time to communicate with all of your clients and keep them updated on what is going on. Any legal proceeding is stressful for clients, so it’s up to you to stay in touch and let them know that you are still working for them and their families.
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Your work culture is something that you may notice that you miss more than anything. Make sure that you communicate regularly with your colleagues so that you can stay updated on everything that is going on at your firm. You may not be able to see each other physically but, staying in the loop will help you to feel more in control.
Millions of people around the world are trying their best to adapt to life during the coronavirus pandemic. It’s important to be patient and vigilant about adhering to your local restrictions. Take the time to set up a productive workspace in your home and follow some of these tips to help you stay on top of your cases and clients.
Located on the Piazza Velasca in the heart of the city’s historic central business district, close to the Duomo di Milano cathedral, Torre Velasca comprises over 20,000 square meters of office, multifamily and retail space. The asset has been acquired from Italian insurance company, Unipol, for an undisclosed price, though a newly incorporated Real Estate Investment Fund that will be managed by Prelios SGR, a leading Italian real estate fund and asset manager.
Hines will embark on a comprehensive refurbishment and modernisation program to transform the tower into a high-quality office-led, mixed-use scheme, while leveraging the global firm’s wider placemaking experience to enhance and fully reposition the surrounding piazza.
The acquisition represents the ninth secured by Hines for HEVF 1, the flagship core plus/value-add fund for which Hines raised €721 million of equity commitments in closings from July 2017 to August 2018, exceeding the original fund target size by over 40%.
We conducted a comprehensive compliance evaluation of the asset with checks on ownership, urban planning, cadastral records facilities, fire prevention and the environment.
An interview with: Emanuele Bellani, Chief Operating Officer of YARD-REAAS Group
What challenges did you face when devising the technical profile?
We are particularly proud of having been the technical advisers for Hines, tasked with overseeing a transaction in which this American real estate giant acquired one of Milan’s most iconic buildings, the Velasca Tower: over 20,000 square metres of offices, residences and shops that will undergo redevelopment with a view to reinvigorating the configuration and interiors of the Tower, transforming it into a modern and contemporary workspace.
Carrying out the preparatory activities for each phase of the real estate investment, ranging from advisory to technical and environmental due diligence, to the technical management of properties, our company was commissioned to conduct pre-acquisition due diligence. We conducted a comprehensive compliance evaluation of the asset with checks on ownership, urban planning, cadastral records facilities, fire prevention and the environment.
How did you work through these issues?
A different approach was needed for the Velasca Tower; the standard checks also included a timely parallel historical investigation covering a period ranging from the very inception of the building to the most recent transformation interventions.
More than any other sector, real estate requires a simultaneous application of transversal and vertical skills.
In light of the building's mandatory preservation safeguard, we had to expand our scope of analysis for not only bureaucratic aspects linked to the complex building procedure of the asset but also aspects related to the technical component and choice of materials used.
How do you navigate yourself and your team during a deal when there are many other legal teams involved?
More than any other sector, real estate requires a simultaneous application of transversal and vertical skills.
Forging a perfect synergy between professionals, like us, who are called to operate from a technical point of view and professionals who deal with real estate/M&A law is essential when creating a consultancy with high added value and to ensure that transactions such as these achieve success.
Equally valuable is the collaboration with architects and structural engineers, in particular with Paolo Asti of the Asti Architetti architectural firm.
Eurolink Osiguruvanje AD Skopje, which was established in 2002, is a Macedonian non-life insurance company.
GRAWE is Austria-based insurance group, with subsidiaries in Slovenia, Croatia, Hungary, Serbia, Bosnia and Herzegovina, Ukraine, Bulgaria, Romania, Moldova, Macedonia, and Montenegro.
Polenak's team was led by Managing Partner Kristijan Polenak, assisted by Partner Tatjana Shishkovska.
An interview with Kristihan Polenak
Please tell me about your involvement in the deal.
Our relationship with Eurolink starts in 2002, when we assisted the shareholders to create and license this insurance company. I was asked to join the Board and remained until 2005 as an independent member. Although a new player on the market, Eurolink started growing quickly, and today is one of the two leading insurers in North Macedonia.
In October 2019, we were asked to assist in the process of the sale. The seller had full confidence in us, so we were the main contact on legal matters on the seller side throughout the transaction.
The real challenge was timing.
Why is this a good deal for all involved?
Well, it is a good deal for the purchaser, because the market position of Eurolink is strong and its potential for further growth is stable. Its team is well trained and operates consistently, and the scope of services is wide and diverse.
As per the seller, I know that it was a hard decision, but it is my view that they sold the company at the market peak, given the circumstances that occurred later on with COVID-19.
What challenges arose? How did you navigate them?
2019 was a year of growth and expectations.
It was a relatively easy going transaction. The purchaser was reasonable and governed by business decisions and commercial reasons, which let the process to move on a regular pace, without critical points or tough negotiations on the documents. My counterpart on the purchaser side was their in-house counsel, who is an experienced and well trained lawyer, which is always helpful in transactions.
The real challenge was timing. From the moment of affixing the main commercial terms we had three weeks to develop the documentation, so the SPA was signed in mid of December, about three weeks after the binding offer. The following months were used for meeting the licensing requirements, and the transaction closed end of March 2020.
Can you expand on how the M&A and investment sphere has developed in your jurisdiction this past year? How does this deal reflect the developments you have seen?
2019 was a year of growth and expectations. Though not many, there were some, mainly financial, transactions. The biggest M&A on the market was the acquisition of a local bank by Sparkasse Stieirmarkische. In terms of investments, I would emphasize the decision of a major automotive parts producer to set up a plant in one of our technological development zones. Obviously, in 2020 the world has changed, so M&A transactions and investments on our market have gone quiet. Yet, any crisis brings opportunities, so we are happy to be stable and vivid in this new reality.
YAMANA GOLD INC. (TSX: YRI; NYSE: AUY) (“Yamana” or the “Company”) announced it has entered into a definitive option agreement (the “Option Agreement”) pursuant to which it has granted a privately-held portfolio management and capital markets company based in Argentina, owned by Messrs. Eduardo Elsztain and Saúl Zang, will acquire up to a maximum 40% interest in a joint venture formed to hold the Suyai Project, an advanced stage gold project located in Chubut Province in Southern Argentina.
Zang, Bergel & Viñes advised Consultores Asset Management (CAM) with Pablo Vergara del Carril, Amalia Sáenz, María Laura Barbosa, Nicanor Berola, Alejandro Estivariz, Ignacio Pablo Milito Bianchi, Florencia Vega and Adrián Nadales.
In Canada, Cassels Brock & Blackwell advised Yamana Gold Inc. with Cathy Mercer.
In the Netherlands, Heussen B.V. advised Yamana Gold Inc. with Tim Schreuders, Martijn Koot, Juliëtte Schueler, Thijs Butter and Corine Vos.
In Argentina, Beretta Godoy advised Yamana Gold Inc. with Juan Sonoda, Tomás Balzano, María Angélica Grisolía and Yanina Odriozola.
LOGO has acquired 255,377 shares of Peoplise - an integrated and video-enabled digital human resources management platform designed for the recruitment needs of corporate companies-, representing 86.7% of the company, for an average price of USD 6.46 per share.
Turunc, BTS & Partners, KDK, and Aksan advised on this sale.
Turunc’s team included Managing Partner Kerem Turunc, Attorneys Gizem Gunel and Ecem Kutukculer, and Associates Beste Yildizili Ergul and Naz Esen.
BTS & Partners’ team included Senior Counsel Okan Arican and Associate Yeseren Sozuer.
Aksan’s team included Partner Melih Aksan and Associates Ozgur Aydin and Ilay Erarslan.
Kolcuoglu Demirkan Kockali’s team included Managing Associate Melis Oget Koc, Senior Associate Esra Kaptan, and Associate Basak Islim.
