Understand Your Rights. Solve Your Legal Problems
David Greene, the President of the Law Society in the UK announced he is resigning as head of the professional body which Greene, who had 7 months of his term left, will be leaving at the end of March.
His departure comes from the re-emergence of a High Court case in January that ruled a misconduct case against Mr Greene alleging dishonesty should be heard.
Mr Greene has denied the claims but stated he would step down to avoid being a “distraction” to the Law Society who he has been the President of for two and a half years.
The Misconduct case relates to a long time case between the law firm where Mr Greene is head of litigation, Edwin Coe, and a man called David Davies, who is disputing a legal bill.
According to the case Mr Davies’ company Eco-Power had employed Edwin Coe to help them in legal action against Transport for London. Following the case, a row broke about relating to the fees charged by Edwin Coe, which was taken to the Solicitors Disciplinary Tribunal (SDT) where Mr Davies accused Mr Greene of lying under oath to a judge.
Announcing his decision on Wednesday, Mr Greene said: “The fact that this dispute has been referred back to the SDT during my presidential year will, I fear, become a distraction from my role representing the solicitor profession – at a time when it is facing a period of unprecedented challenge.
“So, it is with profound regret that I have decided to step aside from my role as president of the Law Society of England and Wales during the currency of proceedings, with effect from 19 March instead of at the end of my term this October.”
The case has cast something of a shadow on Mr Greene’s presidency following the high courts ruling that the SDT should not have thrown out Mr Davies’ case resulting in the inevitable full tribunal where the Law Society president must face the allegations of dishonesty.
In the ruling, Lord Justice Popplewell and Mr Justice Garnham concluded there was enough evidence to suggest that Mr Greene offered evidence that was “not only misleading but deliberately so”. However, they stopped short of making any decision as to the truth of the allegations.
Mr Greene released a statement stating both his innocence and intention to defend the allegations, saying that the SDT case “has been repeatedly thrown out and I fully expect it to be rejected again”.
Edwin Coe, the law firm that employs Mr Greene has also indicated it will appeal against the High Court decision. The man behind the original lawsuit David Davies has welcomed the decision reaffirming his allegations against Mr Greene and saying the long, protracted legal battle with Edwin Coe has “decimated my life”.
Stephanie Boyce, who serves as the current Law Society vice president and only the second in-house lawyer to be elected to that position has been announced as Mr Greene’s successor.
Prior to the pandemic, there was a trend towards more home care for the elderly. “It is expected that this trend will continue considering how nursing homes and assisted living facilities have been required to restrict visitation during the pandemic”, explains Annemarie Schreiber, an Elder Law Attorney in New Jersey. “This will impact the advice and guidance elder law attorneys give their clients and their families as the elder law attorney keeps pace with the housing needs and wishes of their clients and their families.”
Below, she expands on how the pandemic has impacted elder law and what changes she sees on the horizon.
The pandemic has locked many Americans in their homes and amplified these challenges. How can we better prepare for the future?
Last March, when we were hit with the pandemic, our lives, as we had known it, came to a screeching halt. Despite having to face the biggest challenge of our lives, we persevered. If nothing else, the current crisis has taught us that we can adapt. It has taught us that we are resilient. More importantly, the ever-changing face of the pandemic has required us to continuously adjust and adapt. Our lives have been significantly impacted by the crisis. Some aspects of our lives will be forever affected by this crisis. For example, the practice of Elder Law has had to adjust to this new normal and will, in all likelihood, continue to see changes.
How important of a part has technology played during the pandemic? In what ways has this impacted seniors and their needs?
Since the start of the pandemic, elder law attorneys have had to expand their practices to include more web-based technologies with clients. With the restrictions related to social distancing and with the hesitancy of in-person meetings, virtual meetings and teleconferences have become the norm. This has proven beneficial, especially when there are family members located in distant cities and states. Given the convenience of these methods, as the pandemic restrictions are lifted, it is projected that elder law attorneys and their clients will continue to avail themselves of the usage.
Business and commerce have adapted well to electronic documents and digital signatures; can the same be said for trusts and elder law?
It was the practice before the pandemic that notarization of signatures was done in person. In an effort to prevent the spread of the coronavirus, states took emergency action to allow remote notarization during the pandemic. It is anticipated that the states will make remote notarization permanent. Permanent remote notarization will help the elder law attorney accommodate the needs of his or her clients.
What has the current crisis taught you and what further changes do you expect to see?
Not only has the pandemic taught us that we must pivot in difficult situations, but it has also taught us that many of the ways we have learned to adapt are beneficial and should be continued even after the pandemic ends.
Annemarie Schreiber
www.cldds.com
The attorneys of Carluccio, Leone, Dimon, Doyle & Sacks know what it takes to represent your interests. They follow a collaborative “team” approach which allows them to maximise all available resources and provide you with the complete package in an expeditious, cost efficient, value added manner.
Collectively, their sixteen attorneys have over 440 years of diverse legal and business experience, which enables them to offer a full suite of services. All of the firm’s knowledge and talent are always brought to bear on your behalf.
The tiny diamond island in South Asia, Sri Lanka is a hidden gem for avid travellers. With remote endless beaches, indulgent tea, exhilarating food and wildlife you only usually catch on documentaries, Sri Lanka offers an eclectic range for explorers wanting to try a little bit of everything.
The island has eight UNESCO World Heritage Sites: from ancient temples to caves and rainforests, Sri Lanka can help you unearth culture and history. Whether you want to witness an elephant enjoying a refreshing afternoon drink from its favourite waterhole or meditate alone on a pristine, golden-specked beach, a break in South Asia’s best secret island is more than a wise choice.
Here are our top five hotel picks:
Located only an hour from the Bandaranaike International Airport, Anantara Kalutara Resort boasts a secluded beachfront setting on the picturesque southwest coast. The guest rooms, suites and pool villas immerse guests in jaw-dropping views, with private balconies and terraces overlooking lush gardens, the ocean or lagoon. In fact, it is the only luxury resort in Sri Lanka with a 360-degree ocean view. At the resort, you can go river cruising one day and enjoy a lazy beach day the next.
Shangri-La Hotel, Colombo presents a new level of luxury in Sri Lanka’s capital, yet offers a tropical sanctuary that is perfect for escaping the city. The hotel offers the finest accommodation in Colombo, an exciting dining and social scene and the largest and extensive hotel conference and event facilities. Colombo is the gateway city to discovering the rich culture, natural world, mountains and beaches that make Sri Lanka so unique and this resort allows you to explore the best of both worlds: the city life and wildlife.
Adjacent to Yala National Park, the is renowned for something not many resorts are known for: its leopard population. Let this not scare you away, however, as this spectacular luxury tented camp - which is situated on a rugged, empty beach, overlooking the Indian Ocean - redefines “safari” as a holistic wilderness experience. Blessed with a range of critters, mammals, flora and fauna, the Lodge allows you to feel a little more primal and connected with the Earth, without skipping on any of the luxuries. Whether you opt for jungle afternoon tea or a guided bush walk, your stay here will be sure to welcome you in trying something you have never done before.
In the historic port of Galle, Amangalla lies within the ramparts of Sri Lanka’s 17th-century Galle Fort, a UNESCO World Heritage Site, where it holds a bustling time capsule: narrow streets lined with old houses, churches, boutiques and restaurants displaying their colonial heritage beneath terracotta-tiled rooftops. Offering views of the Fort and harbour on one side and the hotel’s lush gardens and swimming pool on the other, this resort boasts Dutch and British history. This grand resort attracts cultured comfort-seekers with its blend of nostalgic fittings, centuries-old charm and modern luxuries. Drowning in culture, the resort has literature (and a library) for history fanatics, gardens and nature for yoga lovers and an onsite ayurvedic doctor to give lifestyle advice or help heal ailments.
Amid 37 acres of coconut trees Amanwella – ‘Aman’ meaning peace in Sanskrit and ‘Wella’ meaning beach in Sinhalese - offers a tranquil retreat aptly suits its name. On Sri Lanka’s sun-drenched south coast near the fishing village of Tangalle, you unveil the resort in all its beauty that complements its most outstanding feature: a turquoise ocean that offers warmth and comfort. The golden beaches are ideal for activities ranging from surfing and snorkelling to whale watching and fishing in the Indian Ocean, but not so far from the hotel lies jungles where you can discover ancient temples and holy caves, tea plantations and natural treasures including Bundala Bird Sanctuary and Udawalawe National Parks.
*All images taken from respective websites. Please check travel restrictions.
What is a trade secret?
Generally, a trade secret is information used in a company’s business that: (1) derives independent economic value from not being generally known or readily accessible by competitors; and (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Trade secrets were traditionally covered by state law, and narrowly by the Economic Espionage Act (EEA) and Computer Fraud and Abuse Act. The Defend Trade Secrets Act of 2016 created a federal private cause of action for trade secret misappropriation.
What kind of information is protected by trade secrets?
Trade secret information is anything that provides an economic or competitive advantage over a company’s competitors. Trade secret law protects a wide range of valuable information, including information that could not be protected as patents, trademarks, or copyrights including technical information such as formulae, business processes, information about costs, manufacturing processes, proprietary computer software programs, and commercial information, such as customer lists, strategic plans and marketing programs.
Trade secret law protects a wide range of information and can last indefinitely as long as the secrecy is maintained.
What are the rights conferred by trade secrets?
Trade secret law protects a wide range of information and can last indefinitely as long as the secrecy is maintained. Generally, trade secret protection confers upon owners the right to prevent the information lawfully within their control from being disclosed, acquired or used by others without their express or implied consent.
What are the requirements?
The description in number one sets forth the key requirements of a trade secret. Note that absolute secrecy is not required and what is a "reasonable" effort for secrecy depends on the particular factual circumstances. Steps that can be taken to show a “reasonable” effort for secrecy include requiring NDAs, confidentiality agreements, and non-compete agreements for persons and entities with knowledge of trade secrets, and implementing procedures designed to protect the information from disclosure and/or misappropriation, such as physically limiting access to information with safes and digitally protecting information with firewalls, passwords and encryptions. Analysis of what constitutes a trade secret is necessarily highly fact-specific and state-specific.
Trade secrets are property rights and can be assigned or licensed to other persons. When is this a good move for companies?
Generally, a company should only transfer a trade secret upon the sale of the company. Licensing should be considered if a company cannot meet market demands or can increase market demand through expertise or networking with other companies. Licences should be drafted by a legal expert and should, among other things, specify particular uses for a specific duration of time and include assurances that the trade secret remains secret.
The law of unfair competition, including trade secret law, ensures the fair functioning of the market and encourages innovation.
What remedies are available if a trade secret has been violated?
Remedies for trade secret misappropriation are seeking damages (now in federal district court due to the federal trade secrets act) for trade secret misappropriation, as well as an injunction to stop use and prevent further misappropriation. Under the EEA and some state laws, criminal penalties may be available for trade secret misappropriation.
Why are trade secrets necessary?
The law of unfair competition, including trade secret law, ensures the fair functioning of the market and encourages innovation. Increased employee mobility, globalisation, and reliance on electronically stored data increase the risk of trade secret misappropriation. Proprietary information is vital to companies’ survival and is often among their most valuable assets. Further, while patent and copyright protections are useful to companies, they are limited in time. Trade secrets do not expire until they are publicly disclosed.
Gerald Haberkorn
L & G Law Group LLP
175 West Jackson Blvd.
Suite 950
Chicago, IL 60604
Main: (312) 364-2500
Direct: (312) 456-2701
Fax: (312) 364-1003
Email: geraldh@lgcounsel.com
www.lgcounsel.com
Gerald Haberkorn is the Chairman of L&G Law Group LLP. Mr Haberkorn is responsible for the firm’s corporate practice. Early in his career, he tried cases throughout the United States, including significant D&O litigation matters such as breach of fiduciary duty, fraud and violations of state corporation and limited liability company laws. Over the past 20 years, however, Mr. Haberkorn has primarily handled general corporate work, including merger and acquisition documentation, corporate formation, corporate maintenance and contract negotiations. Generally speaking, he regularly assists clients in the sale and acquisition of regulated businesses and product lines. Mr Haberkorn has both an active national and international practice, with an international focus in the U.K.
L&G Law Group LLP represents individuals and corporate entities in complex commercial litigation, medical, professional, premises, general and products liability litigation, as well as aviation litigation. We have extensive experience in state and federal appeals, complex tort litigation, guardianships, domestic and cross-border transactions, sophisticated commercial real estate sales and development, mergers and acquisitions, intellectual property, corporate formation and governance, general corporate matters and commercial lending and workout as well as in negotiation, arbitration and mediation dispute resolution. Since its inception, the firm has grown to over 50 lawyers, opened additional offices in Chicago’s “collar counties”, Florida, London and Arizona and has received numerous accolades, honors and commendations from both clients and colleagues.
Time and time again we hear the importance of diversity in the workplace – especially in the legal sector. Infamously known for being a white, male-dominated industry, law firms and their counterparts have been told time and time again they need to try harder to dispel the lack of diversity in a sector that is supposed to represent the people’. Some firms try; they are proactive and responsive when taking into account how representative of society their legal team is, however, with the pandemic shifting many workplaces to remote working, there is no shortage of workplace discrimination (see page 40) and ignorance towards diversity and equality remains.
With lockdowns occurring globally and carers working from home are now having to work and care simultaneously, the pandemic has the potential to not only push diversity and inclusion (D&I) agendas to the bottom of the priority list, but it also allows the opportunity to further push disparity between classes and genders in the legal industry.
According to a new study, for example, working women are currently experiencing the worst effects of the COVID-19 recession, unlike in previous downturns, which hit working men the hardest. A new McKinsey analysis shows that women’s jobs are 1.8 times more vulnerable during the coronavirus pandemic than men’s jobs: Women make up 39% of global employment but account for 54% of overall job losses as of May 2020[1]. At the same time, the pandemic has exacerbated existing inequalities in society, with employees having to care and carry out other domestic responsibilities. Evidence, unsurprisingly, points towards women carrying out a greater share of these responsibilities: a study by the Institute for Fiscal Studies and the UCL Institute of Education found that during lockdown, mothers were more likely than fathers to be spending their working hours simultaneously caring for children. This resulted in mothers doing, on average, a third of the uninterrupted paid-work hours of fathers[2]. With a high proportion of female employees, law firms should consider the impact that remote working has had, especially when reviewing performance, in order to ensure the gap between male and female lawyers does not widen.
According to a new study, for example, working women are currently experiencing the worst effects of the COVID-19 recession, unlike in previous downturns, which hit working men the hardest.
In a study conducted by the SRA in 2019, they found that women made up 49% of lawyers in law firms. This was up by 1% since 2017. For the other staff working in law firms, women make up three quarters of the workforce, with no change since 2017. There is also a greater proportion of female pupil barristers, at 54.8%, than male pupil barristers, at 45.2%. However, the disparity begins to show further up the legal ladder, with just 34% of partners being female in 2019 and with 16.2% of QCs being women.
The gap between the amount of female partners and QCs has an impact on the ethos of law firms themselves, says John Szepietowski from Audley Chaucer solicitors. “Women lower down the legal ranks are less likely to speak out, whether that be in reporting inappropriate behaviour or calling out offensive comments dismissed as ‘banter’. Notably, sexual misconduct in the profession reached a record high in 2018-19, with reports increasing from last year alone by 16% according to a Freedom of Information Request. Any future diversity initiatives need to address a change of culture, not just pay lip service to it.”
Furthermore, the thorny issue of pay remains. Figures published in 2019 by the Law Society show that the mean pay gap between men and women is 10.6% with the difference in bonus pay being 12.8%. This is an improvement from 2018 and, while it is still a significant gap, increased transparency and scrutiny of practices have made some impact.
“The national lockdown has had its challenges, but it has encouraged remote working and increased flexibility in working patterns. If maintained, this could encourage more women to work full-time after maternity leave and men to take more responsibility for childcare. In the long term, this could address both issues of representation and pay as women are no longer penalised in pay nor promotion for having a family. In the short term, law firms benefit from a happier, more productive workforce”, John explains.
New research[4] has revealed Brits’ perceptions of those working in the legal industry, highlighting a misconception when it comes to diversity and representation.
The UK is also especially guilty of idolising the class system, making it harder for the Bar and judiciary to be more than just Eton educated elitists. A recent report into judicial diversity by Geoffrey Bindman QC and Karon Monaghan QC of Matrix Chambers found that 71% of the senior judiciary attended independent schools, with one in seven judges going to just five independent schools: Eton, Westminster, Radley, Charterhouse and St Paul's Boys. Of the 12 Supreme Court judges, ten are privately educated and eleven are white men[3].
And it doesn’t end there. New research[4] has revealed Brits’ perceptions of those working in the legal industry, highlighting a misconception when it comes to diversity and representation. Conducted by The University of Law (ULaw), the study revealed that nearly half (48%) of Brits picture someone who works in the legal industry to be white, with just over one in ten (12%) saying they picture a person of a Black or Ethnic Minority background.
The study further revealed that while over half (51%) of mixed/multiple ethnic groups and Asian/Asian British (54%) people said they think people working in the legal industry can be any ethnicity, only 37% of white people said the same. Overall, a staggering 48% of Brits picture someone working in the legal industry to be white and a quarter (25%) of people expect them to be male.
ULaw’s research has highlighted a stark reality, which is that more needs to be done to redefine what someone working in the legal industry can look like. Patrick Johnson, Director of Equality, Diversity and Inclusion at The University of Law, says that it is no longer a profession solely for upper class white males, but in fact, it is accessible to all. This a big barrier to break down. Action must be taken now to open up the sector, create equal opportunities and demonstrate that a career in the legal industry is open to anyone, no matter their background.
Approximately 40 %[5] of barristers with over 10 years’ call have firsts from Oxbridge, so interviewing for a pupillage can be extremely daunting.
“Looking at our current students provides a promising picture for the future of our profession. Amongst our students, 55% of our undergraduates and 41% of our postgraduates are from ethnic minorities. In terms of gender, 77% of our current undergraduate cohort and 67% of our postgraduate students are female”, expands Patrick.
Earlier this year, The University of Law also launched its ground-breaking Change the World Fund. The initiative offered a £5,000 grant along with specialist mentorship, to give students the opportunity to affect real change on key issues across the globe. “Through initiatives like the Change the World Fund and research such as this, we hope to continue to challenge perceptions of the legal industry for the better”, says Patrick.
This is not the only initiative in place to help level the playing field. BPP University Law School launched a speaker programme led by Ravi Nayer, a Partner at City law firm Brown Rudnick LLP as part of the firm’s wider Equity, Inclusion and Diversity programme to improve diversity across the legal profession. The programme aims to help students present themselves with greater confidence in the workplace, especially around those with backgrounds different to their own.
The initiative is being introduced after research from the University highlighted a lack of confidence with many respondents unconvinced that the sector is as inclusive as it thinks it is:
Ravi told us: “Approximately 40 %[5] of barristers with over 10 years’ call have firsts from Oxbridge, so interviewing for a pupillage can be extremely daunting. Through Brown Rudnick’s speaker programme, we want to help students present themselves with greater confidence in front of legal professionals whose backgrounds are different from their own.”
Speaking to Chambers Student, Stephen Vullo QC of 2 Bedford Row, who heads up the pupillage selection panel explained how those from state schools have less confidence. Within private education, children are trained to do public speaking from a young age. A good way to try and make the judiciary a more eclectic range of legal professionals is by giving the same opportunities to those from state schools.
Nonetheless, 45% of women working in law believe that prioritising their work-life balance would jeopardise their success in a firm, while 16% thought that showing commitment to their family would negatively affect their career progression possibilities.
“To get a job you must win the confidence of future colleagues and business leaders and, once you have qualified as a solicitor or barrister, you need to instil confidence in clients and colleagues who instruct you. Presentation skills help to build confidence and we are trying to inspire students to recognise and appreciate the value of their own stories and experiences. This will make our profession more rich, empathetic and accessible and is the reason why improving diversity is a priority for Brown Rudnick and across the legal industry”, says Ravi.
But class isn’t the only issue. According to McKinsey, employees who identify as lesbian, gay, bisexual, transgender, queer, or gender nonbinary (LGBTQ+) disproportionately fear losing ground at work and report feeling isolated[6]. And although companies have responded rapidly, employees—and in particular diverse employees and working parents—are still struggling with the multitude of challenges posed by the pandemic. The result: only one in six diverse employees feel more supported now.
George Langford, Principal Consultant at Interlink Recruitment, who specialises in private practice recruitment explains how the pandemic has forced firms to rethink operations and perhaps even delay strategies to survive. “When it comes to diversity, it begs the question whether firms have had to sidestep plans for equality between their partners and senior managers and focus on revenue for the here and now to get through this difficult period”, says George.
On the flip side, remote working - one of the legacies of the pandemic - can have a positive impact on promotions, encouraging fairness, equality, and improving diversity. Now, performance can be measured on output and quality of work, rather than how many hours spent in the office, or being seen to be busy. For a long time, expands George, the legal profession has been slow to respond to the means of true flexible working. With remote working becoming the new norm, working parents or others who want or need a more flexible working arrangement aren’t prohibited as much from promotion.
Equality and Diversity training is no longer analogous with the poor relative lurking at the back of a family gathering that people shuffle around, trying to politely ignore.
Nonetheless, 45% of women working in law believe that prioritising their work-life balance would jeopardise their success in a firm, while 16% thought that showing commitment to their family would negatively affect their career progression possibilities. It has become more evident in this last year that we all face different challenges in managing the work-life balance, often dictated by our ethnicities and cultures and our home lives. Speaking to Nazia Nawaz, partner and head of contentious probate at Ramsdens Solicitors, she explains how firms who may never previously have considered or offered employees the option of working from home have been forced to embrace this way of working which offers so much flexibility, in particular for working mums or those looking after older relatives, something which is perhaps more common in certain sections of the community.
“There are obviously setbacks too, in particular in the category of new entrants to the profession and I do fear that the pandemic may have widened the longstanding gap in diversity at that level. The impact of this will be felt in the next few years and inevitably, for instance, school children from minority backgrounds are likely to have been so adversely impacted by this pandemic that opportunities for a career in the legal sector will become even more limited for them. I think a lot of work is needed now on improving access to the legal profession for children from minority and disadvantaged backgrounds in order to maintain and improve diversity at that level over the coming years.
“Despite these challenges”, she concludes, “I remain optimistic and hopeful that the legal sector will continue to offer great opportunities to people of all backgrounds."
Gary Mullen, principal consultant at Interlink Recruitment, recruits Partners and Senior Lawyers across London and tells us that the current situation has taken everyone back in the legal profession and given cause to think about all parts of our careers. “We’ve certainly seen a shift in wants and needs from senior lawyers in the last six months, stemming from several factors, some of which include equality”, he says.
Likewise, the pandemic has given law firms the chance to take stock of their strategies and define where they want to be around subjects such as diversity. “Put it this way”, says Gary, “Those firms who don’t embrace opportunities for all, risk losing talented candidates and staff to competitors who put diversity higher on their agenda.”
Reflection has occurred for some legal professionals, too, and some remain hopeful that remote working will actually push the legal industry in the right, more diverse, direction. Paula Rhone-Adrien, a leading barrister in the UK has reflected on how the pandemic, lockdown and social distancing has led to a surreal world where she now conducts her work, ensconced at home. Before lockdown hit, travelling to Court every day, she suffered two incidences of racism at the Bar, committed by her fellow barrister colleagues. The incidences occurred in front of other people, and on one of the occasions another barrister actually spoke up on her behalf. At the time she never reported the incidences, just referenced them in passing to family and other colleagues who rolled their eyes and sympathised with her.
And while we want to remain optimistic, we must ensure the next generation aren’t forgotten about.
However, she changed during lockdown, after having the time to reflect. “My life was no longer simply about catching my connecting train or whether I was going to be able to get from Gee street to the Central Family Court in time for my second hearing. I think this awakening occurred for many at the Bar. I reported the racism I had suffered over my 20 odd years of practice and I believe I was listened to. I also became aware of other stories that were picked up on social media and the national press. It seemed the pandemic, forcing us to lockdown, had actually pressed us to open up about our experiences of discrimination, and society listened. A conversation that we were all too fearful to conduct before, was now being had”, Paula explains.
Equality and Diversity training is no longer analogous with the poor relative lurking at the back of a family gathering that people shuffle around, trying to politely ignore. “Companies (small and large) including law firms and Chambers, are grasping the opportunity, in a way I never imagined, to challenge racism, bias and discrimination. Accomplishing this goal is no easy feat, but the enthusiasm now exists.
“However, the result of our actions rests squarely with all of us. I stayed silent for 20 years, believing my voice would not be heard and fearful of the repercussions of speaking out. I understand now that my voice will be heard, and that I needn't fear the challenge. This is the lesson that I will continue to spread as one of the just 3.2% of black barristers at the Bar.”
There is work being done. With initiatives like BPP’s Speaker Programme and The University of Law’s Change the World Fund, we could expect the pandemic’s impact to push for further efforts for D&I in the legal profession. And while we want to remain optimistic, we must ensure the next generation aren’t forgotten about. With homeschooling being implemented nationwide, it may become even more difficult for those from less privileged backgrounds to climb into the legal profession. Nonetheless, change comes from within. Perhaps abolishing the romanticising of the class system will be the ideal first step. With many female lawyers still finding it difficult to manage their work life balance as they are more likely to pick up home duties too, firms expecting the same 9-5 routine being in place and being less understanding if meetings are unexpectedly interrupted by crying children, for example, is not the best way to go. The potential scale of demand for increased flexibility remains significant if we want the gap between male and female lawyers to remain closed.
[1] https://hbr.org/2020/09/dont-let-the-pandemic-set-back-gender-equality
[2] https://communities.lawsociety.org.uk/coronavirus-managing-in-a-recession/will-the-fallout-from-the-pandemic-help-or-hinder-progression-of-gender-diversity-in-the-legal-profession/6001544.article
[3] https://www.chambersstudent.co.uk/where-to-start/newsletter/social-mobility-at-the-bar
[5] Bar Barometer 2014, a profile of the Bar up to 2011-12
[6] https://www.mckinsey.com/featured-insights/diversity-and-inclusion/diverse-employees-are-struggling-the-most-during-covid-19-heres-how-companies-can-respond
KA Finanz AG is the wind-up entity of Kommunalkredit Austria AG, a bank focused on infrastructure and energy, which was nationalised and re-privatised during the past decade and which originated the loans.
The transaction involved English, Austrian, and Greek law, and due to legal and other considerations, physically took place across multiple jurisdictions, including Greece, Austria, Serbia, the UK, and the US.
The transaction was led by Denise R Hamer, Head of C/SEE Asset Solutions, with the support of Branislav Marić, Managing Partner of the Belgrade office, and Senior Associate Tijana Arsenijević.
An Interview With Denise R Hamer, Head of C/SEE Asset Solutions, Kinstellar
What complications arose with the variety of jurisdictions and their respective laws being involved in this transaction?
The Sale and Purchase Agreement was governed by English law. The sold loans were governed by Greek law, which requires that a licensed entity act as a lender or beneficial owner; KA Finanz AG, governed by Austrian law, acted in such role on behalf of a US-based fund, subject to certain US laws. It took some time to identify an appropriate buyer that would meet the various relevant jurisdictional legal and regulatory requirements. Once this was finally accomplished, we were well into COVID, with its attendant complications. Documents needed to be notarised and apostilled in various jurisdictions with partially closed notaries and courts; the assignment of the portfolio needed to be certified in person using such notarised and apostilled documents which needed to be delivered on erratic flights to the partially closed Athens Registry; and the ultimate buyer, Piraeus Bank SA, needed to perform all of its requisite acquisition activities, such as creating payment accounts and sending hello/goodbye letters to borrowers, with a rotating staff. As well, we worked in multiple languages of English, German and Greek. KA Finanz, being the wind-up entity of Kommunalkredit Austria AG, had incrementally reduced its own staff and outsourced many of its middle and back office functions. And of course, most of us were working from home with crying children, barking dogs, and intermittent wifi. In short, it was a perfect storm of challenging legal, commercial, geographical, lingual and environmental issues.
How did you work through these challenges?
All parties were very professional and solution-oriented. I cannot say that there were no white-knuckled moments or heated phone/email exchanges, but we managed to overcome every obstacle thrown in our path. And there were certainly many of these obstacles. As a group, both clients and advisers were jointly committed to the single objective of closing the transaction by the deadline, which we proudly did. We now look forward to an open restaurant and the ability to meet in groups of more than two in order to properly celebrate!
23 Form Builder, the online form-building software startup, announced that venture capital firm 212 will take up a shareholders’ position with a seat on the Company’s board. 212 will join existing shareholders Catalyst Romania and Adrian Gheara, as the Company looks to solidify its presence in the U.S. with the opening of a new office. The size of the investment was not disclosed.
RTPR advised 123FormBuilder and its shareholders Catalyst Romania, Florin Cornianu, and Adrian Gheara.
The RTPR team included Partner Alina Stavaru, Senior Associate Andrei Mihul, Associate Marina Fecheta-Giurgica, and Junior Associate Raluca Marcu.
Hategan Attorneys’ team - legal advisers to 212 - consisted of Managing Partner Ioana Hategan, Senior Associate Florina Mattick, and Associate Alin Tegzes.
An Interview With Ioana Hategan Managing Partner, Hategan Attorneys
What should companies be aware of they are considering an investment?
International companies should be aware that the Romanian companies are still young, when it comes to maturity (they are between five and 15 years old, so to speak), and so it is important to legally proof their history in order to avoid future risks. Romanian managers may have been managing their business in the past 20 years not always taking into consideration objective processes and procedures, and unwanted consequences may arise after the closing of the transaction for the buyer.
How do you make sure an investment is the right one for your clients?
We undertake complex due diligence processes, which usually go beyond analysing technical legal issues. We try to understand the purpose of the client and we also value the culture of the company and their compatibility with the Target, using our experience of 20 years for foreign clients in the Romanian market. We are keen to eliminate all risks that might occur, or mitigate them having not only a legal understanding, but also a business understanding when it comes to balancing risks and practical consequences. We support our clients in the process of negotiation, aiming to contribute with our legal and business knowledge to find the common ground that drives a successful, but also a purposeful closing for all parties involved.
Does this deal reflect the current climate in your jurisdiction? How does the investment scene for 2021 look?
It definitely does. The IT sector is one of the booming sectors in Romania, as we have a lot of intelligence in our country that is interesting for foreign companies looking for creativity and dynamism at still reasonable costs. We expect more transactions in the IT sector in 2021, as well as in the medical and agriculture sector. These are the three sectors that I anticipate will drive the M&A transaction list in Romania this year.
Stachowicz Ptak and Traple Konarski Podrecki & Partners advised the buyer on the deal and Allen and Overy - with senior associate Marcin Czaprowski and associate Jan Spierzak - advised the seller. Financial details of the transaction were not disclosed.
Stachowicz Ptak’s team consisted of partners Boguslaw Ptak and Jerzy Stachowicz, senior associates, Jacek Gasior and Malgorzata Orlik, and junior associates Mateusz Makosza, Magdalena Stefanska, Aleksandra Makowska.
Traple Konarski Podrecki & Partners’ team consisted of senior partner Pawel Podrecki, partner Anna Sokolowska-Lawniczak, senior associate Zbigniew Pinkalski, associate Justyna Sitnikow and junior associate Julia Jewgraf.
An Interview With Traple Konarski Podrecki and Partners
When purchasing another company, what considerations ought to be made in relation to intellectual property?
When acquiring a brand that has been already been on the market, due diligence of their legal situation is crucial. We had to make sure that appropriate trademarks are well protected and free of any third party claims. Generally speaking in cases like this one, we have to determine what specific IP right is the exact subject of the transaction (trademarks, designs, copyright etc.) and then ensure this IP will be assigned exclusively to the buyer.
Where can things go wrong and what do your team do to ensure this does not happen?
I think this refers to any type of legal work – to predict the worst-case scenario and prevent it from occurring. In relation to IP rights, especially those registered with official authorities, it is important to check official records in order to exclude any inconsistency with internal documents.
How does this deal reflect the current industry? Do you expect to see more deals of this nature in 2021?
This transaction took place on the FMCG market and was specific to the beverage and beer industry and thus I expect we will not see many transactions of this kind as it is very unique. Generally speaking, I would expect more transactions in 2021 as a result of the difficulties that some entities have experienced due to the COVID-19 pandemic; the transactions will be, at least, a partial remedy.
The contract was signed on 11 December and is subject to compliance with conditions such as approval by the Chilean National Economic Prosecutor’s Office. Subject to approval, Unacem will own the 0.3Mta San Antonio plant. The company will also have a premixed concrete unit with concrete plants and trucks with a capacity of 336,000m3 per year.
Albagli Zaliasnik advised Unión Andina de Cementos S.A.A. (Unacem) with Rodrigo Albagli, Álvaro Rosenblut, Jorge Arredondo, David Ancelovici, Eduardo Anguita, Antonio Rubilar Suárez and Catalina Coddou.
Elton & Cía advised Cementos La Unión, S.A. with Rodrigo Monsalve Sandoval.
An Interview With Rodrigo Albagli, Managing Partner at Albagli Zaliasnik
How did you ensure this was the right deal for your client?
From what I understand, all our client’s objectives were met when they hired us to lead and prepare the procurement process. Unión and its controllers are happy with the teamwork and the result achieved from this transaction.
Did you face any challenges along the way and if so, how did you overcome them?
The main problem we faced was the arrival of COVID-19 in the middle of the due diligence process, which naturally forced us to review the transaction in all relevant aspects, also impacting the timeline. In the end, the parties were able to agree on reasonable adjustments that allowed us to close a successful transaction that met the objectives of both parties involved.
What are your top tips when working on a deal similar to this, to ensure it ends successfully?
My main tasks are related to assuming a partner role in the transaction, having a business view aligned with the client’s objectives and working as a team with all areas of the firm to deliver full and strategic advice to achieve a takeover of the target reducing legal, regulatory, and reputational risks to a minimum.
In addition, it is important to highlight that today in these due diligence processes it is necessary to include compliance provisions to ensure that the target complies with the criteria of corporate criminal liability.
Technical Fibre Products Ltd (TFP) announced that it has entered into a definitive agreement to acquire PV3 Technologies Limited (PV3), a company which specialises in the development and manufacture of electrochemical materials used in the creation of green hydrogen. The acquisition is the latest step in TFP’s growth, building on recent capacity expansion, and it will increase TFP’s portfolio of products for hydrogen technologies to provide new opportunities for growth and market penetration.
TFP is a subsidiary of James Cropper PLC (LSE: CRPR) and a leading advanced nonwovens manufacturer, supplying materials into a wide range of markets including aerospace, defence, composites, wind energy and fuel cells. The company has been committed to advancing hydrogen fuel cell technology for over three decades, building the capacity and expertise to establish an already
strong position in the market.
Director Patrick Lynch from Castle Square advised the PV3 Technologies shareholders on the transaction. Led by corporate partner Adam Kudryl and supported by associate Callum Giliker, the Harper James corporate team provided legal advice and support to the PV3 Technologies shareholders. Ross Jordan from accountancy firm Sutton McGrath Hartley (SMH) advised and assisted on
various matters for the shareholders throughout the transaction.
An Interview With Ross Jordan ACCA Senior Manager, SMH
What matters did you assist on?
SMH (Sutton McGrath Hartley) have acted on behalf of PV3 Technologies Ltd and its shareholders for a number of years. Over this period there has been a number of potential parties expressing interest on the acquisition of PV3, but it has never been at a time that was suitable for the shareholders. This deal, however, arrived at the perfect time and at a point where its shareholders could see the real benefit of PV3 being acquired by such a well-established company in TFP, which will really take PV3 to the next level and see its full potential.
With the assistance of my team at SMH, we worked on various areas of the deal alongside the legal advisers and corporate finance advisers with a particular focus on the financial due-diligence, agreement of heads of terms and the financial structure of the sale.
Did you come across any challenges along the way? If so, how did you overcome them?
Deals of this nature always contain challenges, the main one in this case was the impact of the COVID-19 pandemic on the way we all worked. No physical meetings were able to take place, resulting in lots of virtual meetings, which have as many weaknesses as they do strengths. A minor point can be ironed out easily enough in a face to face meeting, but in a virtual environment with multiple advisers on the same video call, it can prove more difficult.
It has been a really testing year for all professional services firms in terms of the way we all work and operate. I suspect that many firms have had to push forward their plans for modernisation and maximising the use of technology – I know we certainly have!
How did you go about finding the right fit of corporate advisers for this transaction?
I like to work alongside people I know and trust when it comes to assisting my clients. I have known Patrick at Castle Square Corporate Finance for over 10 years, including three years working together at the same firm of regional accountants in North Sheffield.
Castle Square are a well-established local and independent firm of advisers, and I had no doubt they would work well with David and the rest of the team at PV3. The choice was an easy one.
SMH continue to work closely with Castle Square, with many upcoming deals in the pipeline for the next year or two.
Do you expect to see any more deals similar to this throughout the year?
Thankfully, COVID-19 has had little impact on our firm, and I expect 2021 to be just as busy as the year before. I have a number of client deals in the pipeline for 2021 and I am looking forward to pushing these over the line in the coming months.
The impact of the last year will have left many owner-managed businesses in a place of revaluation, so I anticipate the market to be more active over the next couple of years.
What else are you working on in 2021?
I have a number of exciting projects in the pipeline for 2021, most of which will be far more enjoyable in the absence of COVID-19 so I am hoping for better news in that regard. On a more personal note I have recently taken the reins at our Buxton office, following the retirement of Karen Woodburn, so will be splitting my time between Buxton and the Rotherham office I also manage. Hopefully, lots more to come in both areas!
About SMH
SMH, established in 1995, are a multidisciplinary firm of professional advisors based across Yorkshire and the Derbyshire region, looking after clients regionally and nationally. We have offices in Sheffield, Rotherham, Chesterfield, Knaresborough, and Buxton.
Our professional staff have been advising clients and providing in-depth expertise and insight into the complex financial, legal and tax matters which impact business, personal and family interests. Our group contains individual companies that all work closely together to ensure our clients don’t have to go to multiple advisors when seeking professional advice. We are proud to say our professional staff are highly qualified and readily available to assist our clients with their requirements. They include Chartered Accountants, Chartered Tax Advisers, Chartered Financial Planners, and Chartered Legal Executives.
