Understand Your Rights. Solve Your Legal Problems
Speaking to Richard Rosen, we discuss when franchising your business is a good idea and what to look out for. In this insightful interview, Richard offers nuggets of advice and knowledge on how lawyers often assist business owners to ensure they are protected throughout the process turning their business into a franchise.
When is setting up a franchise a smart move for businesses? When should an entrepreneur opt for a different route?
While there are many circumstances that may motivate an entrepreneur to franchise his or her business or concept, amongst the most typical would involve having a proven business that is viable, replicable and profitable. While “concepts” can be franchised, a business that has demonstrated that it can operate cohesively and successfully is more likely to be successful when it is owned and operated by third parties (franchisees), than one that has not. The business and its ongoing operation plan need to be replicable, meaning that the business can be copied by others and, under normal circumstances, can be operated with a consistent (albeit projected) level of success. The business to be franchised should also be profitable, as a few things can lead to a successful franchise more so than franchisees who are making money, and a few things can undermine a franchise more than unhappy franchisees who are suffering losses. Further motivating factors include the need to enhance the ability to distribute a product that the franchisor manufactures or supplies, together with the desire to expand brand recognition and awareness. When the entrepreneur finds that it doesn’t have the capital (or access to capital) necessary to expand its market internally, franchising is frequently a good alternative, as typically, it is the franchisee who funds the expansion.
On the other hand, when an entrepreneur finds that it already has an extensive, company owned chain of operating units, along with the capital (or access to capital or financing) necessary to expand, he or she may not feel the need to bring in franchisees to further expand the business. This may be especially the case where the operating units in the “chain” are extremely profitable and the entrepreneur may not want to dilute the profits that can result from its own expansion by letting franchisees take over the expansion. Simplistically (very simplistically), a business (unit) that generates $2,000,000.00 in revenues and a 25% profit ($500,000.00) for the entrepreneur, as compared to a franchise that generates $2,000,000.00 in revenues and a 5% royalty ($100,000.00) may be too rich for the entrepreneur to give up. There are also many entrepreneurs who just aren’t psychologically or emotionally equipped to lose the “hands-on” approach (and complete control) that may have fueled his or her success. Having third persons (franchisees) operating locations with their brand on it just may not be right for them.
Having a registered (or registerable) trademark is essential to franchising successfully.
What criteria does an entrepreneur need to meet in order to consider setting up a franchise?
In addition to the general criteria discussed above, I like to see three or more successful, operating units, preferably not all dependent on “super” locations for their success. A registered trademark (or one that is registerable) is essential and a certain level of brand awareness with the entrepreneur’s existing (local) market will provide a good indication of potential success. While an adequate depth of management necessary to extend the existing business into the franchising field will be helpful, the willingness (and wherewithal) to acquire such management will typically suffice. Strong leadership and good character is essential for me, especially when it is combined with a “willingness to listen” and being responsive to the input that will, inevitably, be received over time, from franchisees. The entrepreneur will also need to have sufficient capital to both implement and to carry out the program. As to investors, I recommend that where possible, the entrepreneur implement the franchise program on his or her own and bring in investors later (if at all), after success has been established.
When the entrepreneur finds that it doesn’t have the capital (or access to capital) necessary to expand its market internally, franchising is frequently a good alternative, as typically, it is the franchisee who funds the expansion.
What trademark issues can arise here?
Having a registered (or registerable) trademark is essential to franchising successfully. Even if the trademark has been successfully registered, there is always the possibility of competition, or even infringement, from similar or “confusing” marks. Even with a protected trademark, it is prudent to explore, in advance, whether the franchise is likely to have many competitive, similar businesses in its field, even with non-similar trademarks. Further, the entrepreneur would be well advised to explore the availability of international registration for the trademark. If the franchisor implements a franchise program without having registered trademarks protecting its intellectual property, serious problems can arise. The franchisor may not be able to prevent a competitor from using virtually identical or substantially similar marks, which can have a significant negative impact on the franchisees’ (and therefore, the franchisor’s) profitability. Also, if a third-party is able to register trademarks that are the same or substantially similar to those used by the franchise system, then the franchisor (together with its franchisees) may unknowingly infringe upon the third party’s trademark rights, which could expose the franchisor and/or its franchisees to significant legal risk (damages and expenses).
What are the key areas for businesses to protect when franchising and how can they do it?
It is difficult to find an aspect of franchising that should not be protected in some manner, but some areas stand out. At the top of the list is the integrity of the brand. The trademarks must be protected to the fullest extent possible, frequently by taking immediate legal action. The franchisor needs to ensure that its franchisees use the brand and sell the products or provide the services in the manner that the franchise program, as is typically set forth in the various franchise documents, including the franchisor’s operations manual, calls for. Virtually all franchisors provide that the franchised business must be operated in accordance with a business plan and specified operations procedures that, ideally, will ensure that there is consistency and recognisability throughout the franchise system. This should ensure that customers know what they will be getting, the manner in which the product or service is being delivered and the quality of that product or service, all in a consistent, system-wide manner. If there is a “secret sauce” that is part of the franchise (either literally or figuratively) it must be protected. The franchisor must protect against the franchisee (and even certain key employees of the franchisee) competing with it, both during the term of the franchise and also for a certain period after the franchise itself (or, where applicable, the employment of the employee) has expired or been terminated. The franchisor needs to monitor the revenues (and typically, the expenses, as well) generated by the franchised business, since, amongst other reasons, revenues will invariably determine the basis upon which royalties and advertising contributions will be calculated and paid to the franchisor. The franchisor will also want to determine the manner in which disputes between the franchisor and its franchisees will be resolved or otherwise dealt with.
Even if the trademark has been successfully registered, there is always the possibility of competition, or even infringement, from similar or “confusing” marks
Franchisors can (and do) protect themselves in a variety of ways. Most of these protections are provided for in the franchise agreement and other documents which may include personal guarantees, operations manuals, confidentiality agreements, non-competition agreements, software and point of sale agreements and on and on. Franchisors will typically provide that the franchisee’s advertising must first be approved, and this may include what can, or cannot be disseminated on social media. Compliance with the various agreements is typically guaranteed by the principals of the franchisee (certainly the major ones) and sometimes even by their spouses. Locations for franchised units, as well as the leases for locations, must first be approved by the franchisor. If a franchisee has a specified territory in which it has the exclusive right to open franchised locations, the franchisor may exclude and reserve for itself the right to open in certain types of “non-traditional” locations, such as sports stadiums and arenas, airports, colleges, hospitals, certain shopping centres and, most significantly, the ability to sell its products using “alternate channels of distribution”, including on the Internet or in supermarkets located within the franchisee’s territory.
The sale of the franchise itself, as well as the sale of interests in the franchisee entity, are typically subject to the franchisor’s approval or even “rights of first refusal” or “rights of first purchase”. Sometimes, transfers to family members or existing partners are “carved out” of these restrictions, but sometimes they are not. Franchisors almost always provide for the manner in which disputes with their franchisees are resolved, such as by negotiation, mediation, arbitration or litigation and where such matters will take place (venue), typically where it is more convenient for the franchisor (e.g., their home city or county). Franchisors will usually designate what law will apply, how costs (including attorneys’ fees) may be allocated and sometimes may even proscribe limitations on damages that may be recovered against it or provide for liquidated damages that may automatically be imposed against the franchisee if it defaults. This is not to say that these restrictions or provisions are fair or reasonable. Some are, some are not and, as always, the devil is in the details. But these are amongst the many approaches that franchisors have available in order to protect their interests in connection with the franchisor/franchisee relationship.
While an adequate depth of management necessary to extend the existing business into the franchising field will be helpful, the willingness (and wherewithal) to acquire such management will typically suffice.
What support do businesses need to offer to those wishing to invest in their franchises?
At the start of the potential franchisor/franchisee relationship, the franchisor has to evaluate the prospective franchisee as to his or her suitability to become a participant in the franchisor’s franchise community. This “vetting,” as it were, includes an evaluation of the prospect’s background, stability, financial suitability, experience, education and commitment. While it is (and make no mistake about it) a selling process, it is clearly in both the franchisor’s and the prospective franchisee’s interest that the process is undertaken with a view towards reaching an independent and accurate evaluation of the prospective franchisee’s suitability. In reviewing the FDD (Franchise Disclosure Document) the prospective franchisee will learn a great deal about the franchise system, including such areas as the costs of becoming a franchisee, the background surrounding the franchisor and its principals, the franchisor’s litigation history, near term growth and, under certain circumstances, its financial background and certain financial information in Item 19, regarding unit operations. The new franchisee and its staff will receive training with respect to business operations and management, assistance in finding and evaluating a location for the franchise and, in some systems, help in negotiating the lease.
An operations manual, which should be updated on an ongoing basis, is ordinarily provided and regular inspections and training (where necessary) should take place. Hopefully, the franchisor will grow and evolve over time and new and improved products will be provided. In an ideal world, the franchisor and its franchisees, sometimes by means of a Franchisee Association, will maintain ongoing communication(s) so as to solve problems together, coordinate advertising, exchange ideas and views as to how to improve the system and, generally, to provide mutual support for the betterment of the franchise system, generally. Is this an idealised view? Perhaps, but my long-time experience, on each side of the table, has told me that it can be done.
Can an attorney help all this to happen?
The answer is unequivocally, yes. An attorney who is experienced in the field of franchising, preferably on both the franchisor and the franchisee side, can identify the issues in advance and also help to guide the franchisor through the “rough patches” that are sure to arise as the franchise system matures. Most importantly, an experienced, caring and thoughtful franchise attorney can counsel the franchisor as to how, not only to make sound business and legal decisions, but also as to the necessity of maintaining a positive relationship with the franchisees, to seek to achieve a “fair” franchising system as well as a successful one, and to listen to the other side’s point of view with the goal of resolving issues amicably, wherever possible.
Richard L. Rosen, Esq.
The Richard L. Rosen Law Firm, PLLC
110 E. 59th Street, 23rd Floor
New York, NY 10022
212-644-6644
212-644-3344 (fax)
I am the founding member of the Richard L. Rosen Law Firm, PLLC now (as of January 1, 2021) Rosen Karol Salis, PLLC. We are located at 110 East 59th Street, in New York City, New York. I, my firm and its predecessors have been practicing franchise law, representing both franchisors and franchisees, for over 40 years and there is virtually nothing in the franchise field that we haven’t done, whether it be on the transactional side or involving dispute resolution (mediation, arbitration or litigation). During that time, we have been well recognized in the franchising field and I have been fortunate enough to have received many awards and honors during my career, including having received the Lifetime Achievement Award for having been listed in Who’s Who in America for over 30 years.
From an increase in IP protection to improving the cost and speed toward patentability, Barry Lewin discusses why blockchain could be beneficial for IP and patents.
Do you think blockchain is beneficial for IP and patents? Why?
Although the concept of blockchain has been around for over a decade, blockchain has had a fairly recent and rapid introduction, and it is already being applied to a variety of industries. Blockchain’s use in each of these industries differs widely. For example, while it is probably best known for its use relative to cryptocurrency, it is also used in other ledger-based environments, such as for tracking event ticketing.
From a patent perspective, there have already been numerous patents applied for and granted across many industries directed to different uses. In cryptocurrency, patents directed to mining and retrieval techniques have been granted. Of course, with cryptocurrency, the dynamic of the market alone makes it ripe for new entrants and ways for players to seek a competitive edge. Patents could be that competitive edge.
Whenever new technology is introduced, there often is a surge in the need for the owners of the new technology for Intellectual Property (IP) protection. Blockchain is no different and in many ways, it is creating an IP explosion. Because blockchain is a core technology, its use spans many applications and industries and each of those applications sees a benefit to rapidly obtain intellectual property protection. By being a core technology, it is a building block in creating overlaying technologies, many of which can have patentable aspects to them.
Further, while we think of blockchain as a technological platform, there is a correlative operational need, typically industry by industry or even application by application. These approaches might well be different and novel enough over earlier approaches which can themselves be areas for protection.
As such, blockchain lends itself to patent application both relative to the “core” and relative to specific industries and specific applications. For example, blockchain can and is being applied to contracts, to industries such as financial services, medicine, and supply chain management, and each of these is creating industry-custom applications, where they can benefit from patent protection. In addition, blockchain’s growth is exploding, so not only is there a need for patent protection, the need is urgent. Consequently, patent applicants are paying the U.S. Patent and Trademark Office for accelerated examination in order to obtain patent protection as quickly as possible.
Further, new technology always means new companies and products, all of which should result in an increase in trademark applications as well.
In what ways can smart contracts be beneficial to IP transactions? How does this have the potential to disrupt the IP world?
If by smart contracts you mean self-executing contracts, these can serve multiple positive purposes. For example, if a licensing contract or assignment is based on sales volumes over time, the sales volumes can automatically be inputted onto a spreadsheet, managed over time, and satisfied over time. This may result in no need for third party audits.
Another aspect of blockchain is to allow various governance schemes; could this potentially disrupt the IP field? In what way is technology development, such as Blockchain, impacting the IP field?
It could, but I want to focus on one potentially disruptive use – patents themselves. Blockchain allows for techniques such as historical linking, which can be used by the U.S. Patent and Trademark Office to speed up searching for prior art references, such as by using blockchain to link keywords in patents. Of course, others can do the same, so improved and more rapid searching and application of search results is quite possible. By having a chain of prior art, which has detailed analysis embedded, both the examiners and the inventors can determine quickly whether an idea is patentable and the inventors can be assured of a more robust patent. The net effect of this could result in substantial improvement in cost and speed toward patentability.
Blockchains aggregate a lot of data and therefore market power and abuse; how could this negatively impact IP if both were to coincide?
Just like blockchain can speed the process toward, so too can others use blockchain to invalidate existing patents. The effect could be many challengers arising to bog down the judiciary in challenges to patents.
BARRY R. LEWIN
PARTNER
Barry Lewin focuses his practice on patent prosecution for mechanical and electronic inventions for clients worldwide. Technology includes software-based and hardware-based inventions in the medical device arts, optics, telecommunications, material science, robotics and information technology, as well as a wide variety of consumer goods. For example, Mr Lewin has recently obtained patent protection on several software-based inventions directed to use on mobile devices. He frequently lectures on topics including patentability of business methods, patentability of blockchain technology, and patent protection of wearable devices and fashion technology. Mr Lewin has contributed to a variety of intellectual property and business magazines. His articles have appeared in Thomson Reuters and Law360.
As the term appraiser is not actually protected by copyright, selecting a competent appraiser is often a fundamental issue. There are official land appraisal panels all across Germany, which analyse the market on behalf of local authorities, compile market data, and produce real estate appraisals. Self-appointed appraisers are typically uncertified and unregulated. Chartered Surveyors, on the other hand, may be highly familiar - particularly to international clients - but they lack credibility with German authorities. Certified appraisers generally prepare appraisals for financial purposes. By contrast, the “publicly appointed and inaugurated appraiser” is a particularly German concept amongst globally active real estate experts. Reliance on their often well-above-average expertise is safeguarded by the requirements of public sector authorities.
Equipped with this level of trust, the publicly appointed and inaugurated appraiser is typically active on behalf of private individuals, local authorities, and particularly for courts as an expert witness. Despite the opportunity for various types of certification, publicly appointed and inaugurated appraisers nonetheless occupy a special position within Germany. For example, notarized sale and purchase agreements analysed by the public land appraisal boards in Germany are not publicly accessible for data protection reasons. The German Building Code (BauGB) stipulates that there must be a “legitimate interest” for access to information from the purchase price compilations. Publicly appointed and inaugurated appraisers are typically assumed to have a legitimate reason for these purposes. This means that publicly appointed and inaugurated appraisers, who are typically also represented on these panels, have exclusive access to this type of value-relevant data. In the case of tax advisers and accountants, publicly appointed and inaugurated appraisers are often the first port of call for issues relating to real estate appraisal, for example, if a tax authority requires an apportionment of a purchase price into separate components for the land and buildings.
We currently employ five publicly appointed and inaugurated appraisers and have more than 10 Chartered Surveyors (MRICS/FRICS) and is an RICS-registered company. The 10 appraisers on our team hold certifications in compliance with internationally recognised mortgage appraisal standards, so we have the ability to assist with such appraisals.
The German and American markets – how are they similar, and how do they differ?
By contrast to the USA, the German market is less dominated by first-time, second-time, and repeat buyers. On account of the lower level of commitment to a particular building and the increased level of mobility in the USA, real estate transactions are more part of everyday life for an American than is the case in Germany. The purchase of real estate is more of an exception than the rule for a German, not least because of the significant hike in purchase prices, which are increasingly unaffordable even despite the reasonable financing conditions. In Germany, around 45% of residential real estate is owner-occupied compared to around 65% in the States (German Federal Bank research report January 2020), making Germany effectively a nation of tenants. Looking at the regional structure of both markets, there are some features they have in common: the distribution of the population across conurbations, cities, regional agglomerations, and towns with populations of in excess of 100,000. Both markets are highly heterogeneous, and both markets are characterised by lack of transparency, but the latter is a significantly greater problem in Germany than in the USA.
The result is that there is a special position enjoyed by real estate appraisers and their market knowledge, which helps to iron out any asymmetries in terms of the availability of information. Market reports are published only irregularly and generally refer to the large conurbations and principal use classes such as office and retail. The usability of market reports is often dependent on the quality of data contained and analysed therein, which does not necessarily make them truly comparable. For this reason, L+P has compiled its own in-house database over many years and is able to utilise this type of property-specific and location-related information for the benefit of all its appraisals. We regularly make our wide-ranging knowledge relating to niche markets such as logistics and care properties available to interested parties on our website www.lplusp.com. Making information available and sharing our knowledge is an essential part of our corporate philosophy at L+P. And the highly positive feedback from the many decision-makers in the investment and development sectors has proven that this is the right way to go.
In Germany, around 45% of residential real estate is owner-occupied compared to around 65% in the States (German Federal Bank research report January 2020), making Germany effectively a nation of tenants.
Most appraisals are carried out using models – what does that say about accuracy?
The major challenge in the case of all appraisals is the reliance on statistically accurate and value-relevant data from the past. Real estate appraisal is like driving a car forwards based on what we see in the rear-view mirror. Besides the hard facts relating to land and buildings, all other critical elements in an appraisal are fraught with uncertainty. Any statements relating to the present time or the future must be considered as scenarios, something which applies across the various asset classes. The COVID-19 pandemic is a good example of this. While the current residential real estate market appears to be largely unaffected to date, the hotel, restaurant, and retail sectors have suffered significant damage, and there is little certainty as regards to future cash flows on which the owners rely so heavily. The future of office real estate is also uncertain because no-one knows quite yet how working from home and technical developments will change our everyday working environment. So how does L+P arrive at statements about the future? Our short-term forecasts derive, for example, from actual rent reductions, rental voids, and vacancies from information already in our data network. Any medium to long-term analyses are based on L+P’s own market monitoring process. The in excess of 1,000 appraisal reports we produce annually across all asset classes give us invaluable insights for use in subsequent appraisal work. Continual exchange of information with property owners, financial advisers, banks, and brokers keeps our finger on the pulse. Not least thanks to our Europe-wide activities, we are able to draw on wide-ranging analyses on the different locations, all with their individual characteristics.
Appraisal work – what are the typical issues confronting the appraiser?
Clients looking to instruct a publicly appointed and inaugurated appraiser primarily obtain answers to their questions. It is possible, however, that the approach of a publicly appointed and inaugurated appraiser is different from that of a purely internationally-active appraisal company. The principal difference is that the publicly appointed and inaugurated appraiser in Germany is required to carry out appraisals in accordance with specific guidelines, which may not be readily understood abroad. This can have one big advantage: even if internationally-orientated appraisal companies enjoy significant credibility amongst their clientele, there is often relatively little recognition in the case of public sector institutions in Germany. In the case of advice on appraisals for tax purposes, as expert witness in the case of litigation and in negotiations with the public sector, it is often advantageous to rely on publicly appointed and inaugurated appraisers, which have the full trust of this type of institution. Examples from practice include: sales and purchases, inheritance disputes, court hearings in the event of a divorce, and investigations by the German financial authorities.
Another example is German-American inheritances, which occurs when parents in Germany die and leave property to children who live in the USA. In these cases, is it worthwhile to get the property appraised by an independent real estate appraiser; the German tax authority will do that in any case. Many of the appraisals carried out by the tax authorities result in excessive inheritance tax demands. When this happens, in many cases, the appraisal carried out by a publicly appointed and inaugurated appraiser produces a market value that is lower and serves to reduce the potential tax burden.
The same applies in the case of international divorces. If a German court is involved, then real estate appraisals are often required at the date of the marriage and then at the date of divorce, for example, for the family home, an investment apartment, or an office they use. The publicly appointed and inaugurated appraiser is able to offer certainty in this regard.
This also applies to the development process, from the purchase of potential building land to a successful planning application and the finished project, which are best accomplished with the help of professional advice. On a regional level, publicly appointed and inaugurated appraisers are able to use their local knowledge to clarify value-relevant questions at the outset or formulate the right type of questions that investors can use in their negotiations with the relevant authorities and institutions.
L + P Immobilienbewertungs GmbH, Böheimstrasse 8, 86153 Augsburg, Germany
Phone: +49 821 889959 0
Web: www.lplusp.com Email: info@lplusp.com
20 years’ experience, four offices, one core business: real estate appraisal.
L+P Immobilienbewertung is an all-round service provider in the real estate analysis and appraisal sector. The company’s range of services comprises portfolio appraisals, market value reports, mortgage lending appraisals, and market research. L+P provides appraisals across the various asset classes, from residential and commercial real estate to portfolios and agricultural and forestry land. L+P offers specialised expertise in the appraisal of so-called operational real estates such as care homes, hospitals, and hotels. L+P’s experts are also involved in the appraisal of potential building land and complex real estate developments. With its five publicly appointed and inaugurated appraisers, L+P is the optimal partner for practically all types of real estate appraisal in the German market.
Whether they are selling or buying, it is important for the parties involved to have a strong team behind them to ensure the right decisions are being made. Recently, we spoke with Jacko Law Group, P.C.’s Managing Partner Michelle Jacko, and she shared some of the top considerations companies should be making when involved in an M&A transaction.
Understanding that firms plan in advance (sometimes years) towards their own growth objectives, what are some key considerations for a Merger and/or Acquisition?
There are numerous factors and components to a successful M&A deal for firms to consider. One of the most critical onset steps, is to establish the right team of strategic advisers, who will advance your business goals. Your curated professional advisory team will not only protect your business interests, but aim to achieve your desired results. Some of the most common types of professional advisers include the following:
Hiring an experienced attorney who specialises in Mergers and Acquisitions will help the deal process go as smoothly and as quickly as possible. The right attorney can help manage negotiations, navigate common pitfalls, avoid closing delays, and provide ongoing counsel as challenges arise.
A valuation company can help to establish “fair market value” for the company’s assets and/or securities. They can also help prepare and decipher financial models relating to the business. Common methodologies include discount cash flow models, comparable company analysis and earnings multiplier.
An investment banker provides financing to enable a company to raise money to acquire a new business or to perhaps expand or take on a new project. Commonly, investment bankers act as intermediaries and can introduce buyers to sellers and help match compatible parties and strategic partners. They often charge a percentage-based fee, so having your outside M&A Counsel review investment banking contracts prior to execution is critical.
If your company does not have General Counsel, your firm may need to consider outside regulatory counsel, employment and labour counsel, or intellectual property counsel to help with issues that are specific to the company’s industry, operations and contractual needs.
After building your team, what other components should firms focus on for a successful M&A?
A successful M&A deal happens in multiple phases. After assembling the strategic professional advisory team, one of the most important areas to focus on is due diligence. This is the discovery phase to learn about what you may not have known in relation to another party’s financials, contractual obligations, and potential liabilities. Often counsel can assist with this process and with other important facets related to due diligence, including the following:
During the due diligence stage, the parties will need to gather all corporate formation documents, employment agreements, leases, license agreements, stock grants, stock option plans, warrants, copies of litigation files, tax records, securities offerings, and all other documents related to the company and its operations, and assets. It is important to analyse all documents as they can impact and influence deal terms and considerations.
Mergers and Acquisitions and new business ventures have been on the rise during the past year. What are some key considerations for those who are considering a transition?
With change comes opportunity. When evaluating potential M&A opportunities, it is important to focus on the details. Because transitions are part of every professional’s journey, there are certain focus areas which should also be heavily considered.
Negotiation of a New Contract
In today’s employment landscape no one is expected to change jobs or start work without a detailed understanding of his or her new compensation and employment arrangement. These initial and ongoing discussions are a natural part of the process, but they often lose their momentum at the “Letter of Intent” phase. This stage of the transition is where major terms are written down, but no binding contract is prepared or signed by the parties. Moreover, to add complication to an already complex process, legal departments usually review a new employee’s contract after the business-side details are agreed upon. This extra step of analysis can take time and may result in additional due diligence, during which new issues can be identified. To avoid surprises or an unanticipated delay, both parties benefit from defining business relationship terms and having a final contract in-hand before formal transition steps (such as giving resignation notice) commence.
Timing of Resignation and Onboarding
Transition and/or recruitment teams that enlist specific talent are critical to many large company operations and are typically enthusiastic to complete the onboarding process as quickly as possible. However, moving too fast can create issues for both the onboarding firm and the prospective talent. Privacy issues, client sensitive information, and trade secrets need to be navigated thoughtfully and deliberately at this stage of a transition to avoid potential liability.
In addition, numerous functional areas within a firm need to authorise/approve the hiring of a new employee. Intra-department due diligence and approvals should be verified to ensure that both the onboarding organisation and prospective candidate have the same understanding about whether open issues exist or whether parties are ready to move forward. Prospective candidates should also consider how to communicate with the functional areas of the new company to verify that all are comfortable with the new relationship and are synchronized regarding transition steps.
Notice Provisions
Generally, transitions occur quickly after resignation, but each firm has its own unique protocols and procedures that apply to this situation. In many cases, an employee’s contract with their prior organisation requires a certain amount of notice before resignation or termination of an employment relationship becomes effective (e.g., a 14- or 30-day period is common). Logically, parties wonder whether the prior firm will actually require the stated amount of time or allow the termination to proceed more rapidly. Understanding your firm’s practices and historical approach will assist in setting expectations for the adviser and the onboarding firm on this material point.
Mitigating Transition Risks
Dependent upon the jurisdiction and governing contracts, the rules and regulations that apply to transitions are complex and nuanced. It is strongly recommended for recruits to obtain legal counsel about how to properly leave one organisation and join another; the engagement also may serve to significantly lower the risks to the onboarding firm through the transition process. If a prospective candidate breaches a contract or an applicable statute, the onboarding firm and talent should expect a “cease and desist” communication from the prior company, especially if the prospective candidate is too aggressive or uninformed about what can and cannot be done during a transition and how they are permitted to contact former clients. Working with an experienced attorney in the business transitions space should help to inform and protect the adviser and the onboarding firm.
About Michelle
Please share your journey into law - when did you know you wanted to be a lawyer?
There are two memories that I recall that helped guide me to my path in becoming a lawyer. The first was in grade school. I was 12 years old and debated, on behalf of my classmates, that my teacher’s social studies answer key for a recent test was clearly wrong. After making my case, the teacher acquiesced and stated, “You must become a lawyer. Anything short of that and you are not using your talent.”
The other moment was late in my high school years, when I was trying to decipher my career path and debating between becoming a doctor or a lawyer. Chemistry made up my mind; I just did not enjoy it, whereas I found myself always reading more and more about the law. I knew in my heart that I wanted to become an attorney, and I have never regretted that decision.
What challenges have you faced as a female corporate and securities lawyer?
When I began my career in securities in 1996, it was a male-dominated industry. To be respected, you had to become ‘one of the boys’ and have tough skin. To overcome these challenges, I worked twice as hard to earn my seat at the table to earn the respect so that my voice could be heard. To be effective, I constantly thought of ways to advance the business or to help others, and shared those ideas every opportunity I had. I also made sure to connect with my colleagues and to network within the industry.
Throughout my career, what I have valued most are the connections I’ve made with clients and my network – that’s what has motivated me over the years. I love helping others succeed and working together to achieve their end objective. Encountering these challenges only empowered me; collaborating and helping clients changed me, and I credit those moments to making me into the legal professional that I am today.
How did you overcome them?
As a woman in today’s industry, it is difficult to find the appropriate amount of balance when communicating. You need the right amount of poise, respect, intellect, power, and energy to finesse it into the right message. It took finding power in knowledge, aligning myself with strong women, and leaning on the limitless support of my family and loved ones to get past my obstacles and to where I am today.
When did you know you were ready to start your firm? Did you face any challenges here?
After years of working in the corporate world surrounded by entrepreneurs, at age 35, I knew it was time to take the plunge. I was fortunate to have established a solid network throughout the years which helped me to source my first clients. Supported by an amazing team of professionals, Jacko Law Group was created. My biggest challenge at the beginning was to try to figure out how could I compete with the largest firms. Quickly I discovered the benefit of being who we are – a corporate and securities law firm, which is focused on being experienced counsel that gets results. That is what allows us to grow year after year – by supporting our clients and delivering to them results which enables them to also grow. Being part of that strategic team is what drives me and our dedicated team of attorneys to work the long hours that we do to achieve results for our clients.
You have been recognised with several awards over your career – what do you think accounts towards your success? Do you have any tips?
Hard work and surrounding myself with an amazing team of professionals. I could not do what I do every day without their drive, talent and support. My awards are just as much of a reflection of their efforts as they are mine. The support of my family has been the rock that has forever enabled me to do what I do. Having a positive attitude and outlook in life also has made a tremendous difference, as has giving back to the community. I am blessed to wake up each morning surrounded by people who care, which enables me to say, “What are we going to conquer today?” and I recognise that not everyone has that.
My tips for success: find strong mentors; surround yourself with the best talent you can, and if you own your own practice, make sure that you have the right people in the right seats on the bus to move it forward, and find the best implementor you can to help advance the practice. Embrace who you are, and do not try to be something you are not. And all along, have fun while you are doing it.
Michelle L. Jacko, Esq.
Managing Partner
Jacko Law Group, PC
Email: michelle.jacko@jackolg.com
Tel: 619.298.2880
jackolg.com
Michelle L. Jacko, Esq. is the Managing Partner and CEO of Jacko Law Group, PC, which offers securities, corporate, real estate and employment law counsel to broker-dealers, investment advisers, investment companies, hedge/private funds and financial industry professionals. In addition, Ms Jacko is the Founder and CEO of Core Compliance & Legal Services, Inc., a compliance consulting firm.
Ms Jacko specialises in investment adviser, broker-dealer and fund regulatory compliance matters, internal control development, regulatory examinations, transition services and operational risk management. Her consultation practice is focused on the areas of regulatory exams and formal inquiries, mergers and acquisitions, annual reviews, policies and procedures development, testing of compliance programs (including evaluation of internal controls and supervision), mock exams, senior client issues, cybersecurity, Regulation S-P and much more.
[1] An LOI may take other forms, such as a Term Sheet or Memorandum of Understanding.
What are the main reasons behind valuating a company during a dispute and what is the basis behind it?
There are various situations where a valuation may be necessary. First and foremost, you need to know the reason for the valuation. It may be a shareholder, partnership, estate, group, contract, tax or matrimonial dispute, an action causing loss, or a professional negligence claim. I once even did a valuation in a murder trial. There are many types of disputes where a valuation may be needed so you need to be clear on what is being valued, whether it is a whole company, a particular class of shares or a shareholding.
The date of the valuation is also important as this affects the information and accounts (etc) that are available and the factors that apply. This is particularly important in times of material uncertainty, as at present.
What do you look for when approaching a valuation?
Depending on the basis of the valuation, you will be looking at:
What are the main methods/basis for valuing a company?
Valuation is an art not a science and is, to quite an extent, a matter of opinion. There are no rigid guidelines, although there are plenty of norms and ranges to apply – some of which I expand on below. All methods of valuation include subjective factors such as rates of return, adjustments to profits, multiples, and asset values.
The Dividend Basis, where there is a history of dividend payments, to compare with market returns, is usually used in relation to small minority holdings. It is worth noting that a shareholding that receives a regular dividend, is going to be worth more than one which doesn’t.
The Net Asset Basis is normally used for valuing property or investment companies and trading companies where profits are low in relation to assets. In general, a company with greater net assets will be worth more than one with less. That must be tempered by the fact that it is not beneficial to have more capital tied up for the same return and much will depend upon the nature, use and realisability of the assets.
Assets are also a factor to consider in an Earnings Based valuation. The Earnings Basis, using post tax profits, is the normal method of valuing profitable trading operations.
How do you value a trading company?
The Earnings Basis is usually assessed, as well as the viability and trends of the business, the market, the strength of customers and suppliers and the degree of dependence on any of these and any significant shifts.
I will usually look at accounts that cover a three-to-five-year period and will probably weigh in on later years, depending on profit trends. If available, I would consider up-to-date management accounts, budgets and forecasts.
I look at how the company can arrive at maintainable profits by adjusting the accounts to a realistic position, analysing aspects such as rent, intercompany and management charges, unusual or abnormal items, directors’ remuneration in relation to their hours, and responsibilities and roles, in order to reflect a proper cost for managing and operating the company on a commercial basis. I will also need to adjust for any accounting periods that are greater or less than 12 months, bearing in mind any distorting seasonal factors, such as two Christmas periods in the same accounts.
Then having arrived at a maintainable profit figure, I will look at a relevant multiple to apply. I usually use a Price earnings ratio (PE) on post tax profits, although some valuers in some situations will use EBIT or EBITDA on pre-tax profits.
To arrive at a PE I will normally start with the PEs for quoted companies in the same business sector in the FT. I will then discount this for lack of marketability, size and other factors for a private company as against quoted, by between 60% and 75% depending on the relative size, strength or weaknesses of the company. This is then compared to the multiples achieved on actual deals by using sources such as Business Valuation Benchmarks (BVB) and the ICAEW Library.
Then, I refer to the Net Asset position and the extent to which this supported the value. Cash surplus to ongoing requirements, especially where there are distributable reserves, will usually give an increase in value.
How do you deal with material uncertainty such as COVID-19 and Brexit?
The precise date of the valuation is currently more important than ever. If it is pre- March 2020, then COVID-19 should be ignored as you should not use hindsight when valuing.
Dealing with a valuation in any time of significant uncertainty such as Brexit which has been ongoing for several years, is difficult, but the current situation with the pandemic is the most difficult and uncertain that I have ever encountered. There is considerable market unrest and volatility, frequent stock market changes, with past performance having less relevance, future prospects being uncertain and a real risk of total loss.
A minority of businesses are doing well and generally, following an initial severe drop, there is a rise of M&A activity in the market, but buyers, especially cash buyers, are cautious, in a strong position and looking for bargains, with emphasis on deferred consideration.
I, therefore, firstly prepare my valuation as normal based on past performance and current multiples and then look in detail at the current trading, financial position and future prospects of the business to produce alternative values in the light of that and demonstrate that my conclusion is reasonable.
What impact do such valuations have on disputes and does this give rise to challenges on the assumptions used?
In most cases, the known impact and uncertainty will give rise to a reduction in value. I, as with most valuers, would expect to incorporate a formal “Material Uncertainty Declaration” and would seek to be allowed to present a range of values, although the Court or the parties may not allow that. In that case, I would say so in my report.
On that basis, having carefully set out how I have used the different aspects to arrive at the value, I would not expect this to be challenged to any greater extent than usual.
David R Cook JP FCA MAE
Chairman
Kestrel Court, Harbour Road, Portishead, Bristol BS20 7AN
Tel: 01275 390 407 Mob: 07891 492 002 Fax: 01275 390 401
I am a Forensic Accountant and Expert Witness with DRC Forensics Ltd based in Portishead, Bristol. I deal with legal disputes involving money where, usually, I am instructed by a Lawyer to investigate a situation, produce an Independent Expert’s Report and where necessary, give evidence in Court.
On Criminal Cases, I deal mainly with Fraud, Money Laundering and Confiscation under POCA. I act usually for the Defence, as the Prosecution these days use in house Accredited Financial Investigators and I appear in Crown Court often.
On Civil Cases I can be a Party Expert for Claimant or Defendant, Single joint Expert, where the Court specify this, Shadow Expert advising a Party, or Independent Accountant to Determine a Dispute. I deal with Professional Negligence, Shareholder, Partnership, Matrimonial and Contract Disputes. I conduct numerous valuations of businesses in dispute situations. Most civil cases are settled without Court Attendance, but I still give Evidence sometimes.
Robert Rotenberg’s career and upbringing have been centred around his love for writing. He grew up in a family of passionate readers and storytellers and - after a detour to law school and becoming a magazine editor, a film executive and a radio producer - he opened his own criminal law practice. But Robert still didn’t lose his passion for writing, and gladly so. As well as becoming a successful criminal lawyer, he’s a bestselling Simon & Schuster author of five books, with his latest, “Downfall”, being published this week on 2 February.
With his debut novel ‘Old City Hall’ becoming a best selling novel in Canada, (and translated into nine languages) Robert takes his readers on an exciting journey, where they explore the ins and outs of crime and gripping murder trials. Interestingly, Robert states his novels have enabled him to be a better lawyer. We have the delight of speaking to him this month, where we explore the power of good writing and how it can influence, captivate and motivate, and how it can improve one’s career as a lawyer.
How does being a writer make you a better lawyer?
At its core, being a lawyer, especially a criminal lawyer, is the process of storytelling. All good stories have the same key elements: characters, setting, inciting incidents, conflict, plot, subplot, protagonist, antagonist, self-discovery, desire, need and resolution.
In my law practice, I spend a tremendous amount of time getting to know my clients, putting together comprehensive chronologies of events, and then, most important, writing detailed memos to the prosecutor and the judge that tells the story.
This is unusual for criminal lawyers, who tend to want to hold all of their cards close to their vest.
I usually, not in every case of course, do the opposite. I find when you flush out the people involved, the plot, the sub-plot, and the road to settlement, it is remarkably effective.
I’ve been in practice for more than 30 years. My first novel, “Old City Hall", was published 12 years ago. Since then, I’ve settled 95% of my cases without a trial.
The main reason behind this is because I get to know all the characters (my clients), figure out the plot (the evidence good and bad) and tell their story (advocacy) right through to resolution.
I teach writing to lawyers and the thing I tell them, over and over, is that every word counts.
How important is effective writing in the legal industry?
When I walked into law school I was a 23-year-old, long-haired, English-major-misfit. The only course I cared about was criminal law, and for three years I spent most of my time at the school’s legal clinic running the criminal law division. In my first year, I had a wonderful criminal law professor, the late Graham Parker. He was Australian, educated in England and he complained constantly that “lawyers don’t know how to write”.
To get through law school, I dove into reading Raymond Chandler and Dashiell Hammett detective novels. They were my refuge from the boredom of property and torts. When it came time to write my first exam for Professor Parker, I thought, to hell with it. I wrote the whole answer as a Sam Spade novel: “I was sitting my office in Frisco, the fog was rolling in, I’d just lit a pipe when this dame, Lady A burst in...”
The exam was just before the Christmas break. When I came back in January I fully anticipated that I’d be tossed out of school. Instead, Parker loved it, and for years I’d run into law students from my law school (Osgoode Hall here in Toronto) who when they heard my name, said, “Oh you’re Rotenberg. We’re so sick of hearing about your exam.”
I tell this not to brag, but to illustrate that writing matters, telling a story and being interesting is crucial.
Many of my best friends are now judges and their biggest complaint is that the written material they receive is turgid, dense, unclear, too long, and unreadable. What do they want? Simple: tell them the story.
I teach writing to lawyers and the thing I tell them, over and over, is that every word counts. Everything you write, even an email to another lawyer, needs to, yes I’ll say it again, tell a clear, cogent story.
What are your top tips for lawyers who want to be better writers in their profession?
Read fiction. It amazes me how many lawyers, and at the risk of sounding sexist, especially male lawyers, tell me: “I only read non-fiction.” I can’t imagine my life without at least two books on the go at all times.
There’s a wonderful saying I love: Fiction has a great advantage over non-fiction, because with fiction the writer doesn’t have to worry about facts and can tell the truth.
Yes, fiction tells the truth. Don’t believe me? Want to learn about England during the Industrial Revolution? What do you read? Dickens, of course. California during the depression? Steinbeck. New York in the 1990s? Tom Wolfe.
If you want to learn how to tell a story, then read stories.
Never fool yourself into thinking writing is easy.
A few more practical tips:
* In the words of Ernest Hemingway, ‘The first draft of anything is shit’. Blurt it out and get it down. Then cut, cut and cut. I teach novel writing, and inevitably, my students’ first chapters are about 3,000 words long. I make them cut it in half, then I show them how to cut another half. I take 3,000 words down to 750 words, every time.
* Have someone read it out loud to you. Print the memo, letter or the brief out on paper. No screens. While the person reads to you, take a red pen and cut every word you can. Here is your ‘three-word bible’: Don’t be boring.
* Chronology is everything, especially in law. Before you write, make a detailed chronological list of events. Go over and over it with your client and keep filling it in. This will be your road map.
* Be bold. Don’t be afraid to use strong language.
* The core things about writing always apply: use dynamic verbs; rip out excessive adverbs; cut repetitive adjectives; use active voice not passive; show don’t tell.
* Let it sit. When you write something important, don’t send it. Put it away overnight. Like when you are doing a crossword, when you come back to it you will see the answers much more clearly.
* Never fool yourself into thinking writing is easy.
I cannot think of any other job that gives one such insight into human behaviour and the endlessly fascinating story of people’s lives.
On the contrary, how does being a lawyer make you a better writer?
I’ve had the great fortune of meeting many top writers whose books I’ve read and loved. Inevitably, when they find out that I’m also a full-time criminal lawyer they say: “Lucky you. Stories must walk into your office every day.” And they are right.
Crime novels can sometimes be perceived as outlandish – how has your experience as a lawyer shaped your storylines?
I keep my novels grounded in reality. I’m not a fan of overly dramatic and unbelievable stories. I’ve done enough murder trials to know that there is no need for hyperbole. Every homicide is like a gigantic rock landing in the middle of a once-calm pond, the waves ripple out in all directions, disrupting everyone’s life: the families left behind, the witnesses, the accused, the cops, the lawyers, the judges, the press.
The courtroom is the place in society where we all must come, in search of the truth, justice, fairness, ambiguity, tragedy, conflict and resolution. It is the ideal place for conflict and drama.
What was it about crime that captivated your interest?
It’s all about people and the inevitable conflict between our personal morals and personal reality. I have a theory that applies to both the characters I write about and my clients. We all have three lives: our public life out in the world, our private life with our loved ones, and our secret life. When someone is arrested, they lose their secrets. So, too, with great characters.
As a criminal lawyer, people come to my office and in the matter of an hour or less, will tell me (and sometimes for the first time themselves) things that they’ve never told anyone before.
I cannot think of any other job that gives one such insight into human behaviour and the endlessly fascinating story of people’s lives.
Usually, when people commit a crime (allegedly, of course) it unveils a moment of great revelation.
Hopefully, at minimum, when they read my books, lawyers will have a good laugh and with luck pick up a few funny lines to use the next time they are in court.
How often does working on a criminal law case feel like an unravelling mystery, (similar to your books)?
Every time. Criminal lawyers call it ‘peeling back the onion’, as we dig and dig to slowly unravel and peel back the facts and secrets. I recently bought Vincent Bugliosi’s tremendous book, “And the Sea Will Tell” for two young lawyers in our firm. In the book Bugliosi describes in detail how he prepared his client to testify, how he went over and over her story filling in the facts… telling her story and peeling back the onion.
Although books, films and TV shows love the drama of cross-examination, I have always found that it is in my examination-in-chief of my clients, telling their story, all the good and all the bad, where I win my cases. When my client finally gets off the stand, the prosecutor should have no questions left to ask, the judge and the jury should know who the real person is, care about them.
Trial can sometimes be a long, treacherous journey, especially for clients; how did you unveil the interesting side for your novels?
My novels are a mixture of the lives of detectives, lawyers and journalists. I want the reader to live the trial with all of them, especially the lawyers. The endless nights of work, the gut-crunching pressure of being on your feet in court and prepared to go morning after morning, even when the rest of your life is falling apart and the high toll the work takes on a great lawyer’s personal relationships. I think a criminal murder trial is as close as one can come to being an emergency doctor or a surgeon with a dying patient; the patient, your client, is, totally dependent on your every move.
Even though they are fictional, what could lawyers learn from your thrilling novels?
I always ask people who read my books: “Did you laugh, did you cry, did the pages turn? But most of all did you laugh?”. Hopefully, at minimum, when they read my books, lawyers will have a good laugh and with luck pick up a few funny lines to use the next time they are in court.
Robert Rotenberg, Canada, Toronto
www.robertrotenberg.com
In his more than 30 years at the bar, Robert has done every type of criminal case, as he likes to say ‘everything from shoplifting to murder.’ He believes that from the moment a new client contacts him, he must be there to help. He insists on meeting right away - day or night, weekday or weekend. He’s very hands on. He’s always there for his clients.
Robert is also the author of five best-selling novels, a screenwriter and a frequent public speaker. His sixth novel, “Downfall”, will be published by Simon & Schuster on 2 Feb 2021.
The assignments include all forms of Economic Loss (e.g., Damages and Loss of Profits), Fraud and Investigations, Business Valuations (Family Law, Commercial Disputes and for Non-Court purposes) Commercial Disputes (including Shareholder Disputes, Transactional Disputes, Breach of Contract), Personal Disputes (Breach of Trust, Abuse of Power of Attorney or Executorship), Negligence (Professional, occupational and physical injury) and Proceeds of Crime. Brian Jones is an accredited Forensic Accounting Specialist and also an accredited Business Valuer (accredited by CAANZ – Chartered Accountants Australia and New Zealand), and below we find out a little more on what he does and how he assists lawyers.
How long have you been involved in Forensic Accounting and Business Valuation work?
We have been involved in Forensic work for over 25 years. The Forensic practice sits side by side with our accounting practice Ahead For Business Pty Ltd which has existed since 1989. During this time large numbers of reports have been written for courts in Victoria, New South Wales and Tasmania, as well as a sizeable number of reports to resolve disputes outside the court system and for non-legal purposes (such as Business Succession, for the purposes of new shareholders or investors and tax issues).
What experience do you have in appearing in Court?
I have appeared in Court at various levels about 20 times. This includes three appearances in the Supreme Court of Victoria and several appearances in the County Court of Victoria, The Family Court of Victoria, The Federal Circuit Court of Australia and the Melbourne Magistrates Court.
Have you had International assignments in Forensic Accounting?
Yes, these include assignments relating to the U.S., Malaysia, New Zealand and the UK. An appreciation of local conditions is necessary, but on the whole, forensic accounting crosses borders quite well. The real issue with international assignments is differences in tax systems. A significant tax issue in another country will need local tax expertise. However, in many instances, forensic assignments cross borders comfortably –in areas such as Fraud investigation, Breaches of Trust -especially of Estates and Power of Attorney disputes and Business Valuations.
How do you charge for services and who performs the work?
We have several levels of work allocation. I write the reports - there is no delegation of report writing – I will appear in court as needed. However, we have permanent staff (qualified accountants) who are involved in the analytical work and, in addition, we have highly experienced contractors who are attuned to forensic work.
Further, we have a network of experienced bookkeepers who understand the process of forensic accounting. We allocate work on the basis of the complexity and knowledge required and we find this works very well and the charges apply to this required level. This way we believe we achieve a fair costing for the level of work undertaken and they all sign confidentiality agreements.
Our general policy is not to charge fixed fees. We commence by providing an estimate of costs and then keep the clients informed of costs at suitable points in the case.
What do you like about forensic accounting and Expert Witness work?
Forensic Accounting work is very demanding, but every assignment is different, and this assists the flow of motivation to provide an accurate report of past or future events (as with a business valuation, some economic loss and negligence cases). The aim is to assist in the fair resolution of disputes between businesses and individuals and it is very satisfying when this assistance results in a fair resolution.
Brian Jones
Director
Ahead For Business Pty Ltd | Forensic Accountants Australia Pty Ltd
Chartered Accountants & Business Advisors
Suite 103, Level 1, 448 St Kilda Road, Melbourne, Vic 3004, Australia
B : + 61 3 9867 7711
Liability Limited by a Scheme Approved under Professional Standards Legislation
India’s start-up ecosystem continues to be the third largest in the world. With the improvement in digital connectivity and increased level of internet penetration, India presents a tremendous opportunity for the start-ups across the sectors including edtech, healthtech, retailtech, agritech, fantasy sports etc. The governments at the centre as well as at state level have come up with several regulatory relaxations and policy benefits to encourage the Indian entrepreneurs to focus on innovation and technology development. As a result of strong policy support and expansion of institutional support, the investment environment in India for start-ups continues to be positive and the Indian start-up ecosystem continues to grow at an incredible pace.
With the objective of facilitating the listing of new age start-ups on domestic exchanges, the Securities and Exchange Board of India (SEBI) had introduced the Institutional Trading Platform (ITP) in 2015 which was accessible to such companies which were intensive in their use of technology, information technology, intellectual property, data analytics, biotechnology, and nano-technology to provide products, services or business platforms with substantial value addition.
However, since the start-up ecosystem of India was not matured enough at that point of time and some of the listing norms were complex in nature, ITP failed to garner interest from Indian start-ups. Looking at the tepid response of start-ups, SEBI introduced several changes in the ITP framework in 2018 and relaxed various norms with a view to attract the start-ups besides renaming the ITP framework as Innovators Growth Platform (IGP). Despite the relaxations in listing norms, the IGP could not get any traction and no listing has so far taken place on the IGP platform.
A company which is listed on the IGP can migrate to the Mainboard of the stock exchanges provided that such company satisfies the conditions as prescribed under Chapter X of the ICDR Regulations.
IGP Framework
Chapter X of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR Regulations) sets out the provisions related to the listing of securities on IGP pursuant to an initial public offer or for only trading on a stock exchange without making a public offer. An entity seeking to list its securities on IGP has to fulfil certain specified criteria before it becomes eligible for listing its securities on IGP.
As per the extant framework, at least 25% of the pre-issue capital of the issuer company needs to be held for a minimum period of two years by (a) Qualified Institutional Buyers (QIBs) (such as mutual funds, venture capital funds, scheduled commercial banks, public financial institutions etc.), (b) family trusts with a net worth of more than INR 5 billion, (c) Accredited Investors[1] (AIs) and/or (d) regulated entities (including foreign portfolio investors and pooled investment funds), provided that AIs are not allowed to hold more than 10% of the pre-issue capital of the issuer company.
A company which is listed on the IGP can migrate to the Mainboard of the stock exchanges provided that such company satisfies the conditions as prescribed under Chapter X of the ICDR Regulations.
Consultation paper on review of the IGP framework
Based on suggestions and feedback received from start-ups and market participants, SEBI has, on 14 December 2020, issued a consultation paper[2] to further review the IGP framework and has sought comments from the public and other stakeholders. Set out below are the key changes as proposed by SEBI in the consultation paper.
Comments
SEBI’s consultation paper is yet another attempt to facilitate the listing of start-ups. The consultation paper seeks to harmonise several provisions of the IGP framework with the provisions applicable to the Mainboard of stock exchanges.
While holding above 25% of the pre-issue capital was not a matter of concern for the eligible investors, the two years holding period was difficult to meet for the investors since they just want regular exits from the start-ups.
Due to its size and the endless opportunities in the Indian market, India continues to be a preferred investment destination for many venture capital/private equity investors who are looking to invest in technology based businesses. While the COVID-19 pandemic has hit the start-ups (especially the early stage start-ups) very badly, still the Indian start-ups have managed to attract a large number of investors and secured significant investments in the year 2020.
However, the Indian start-up ecosystem is still developing and there are several hurdles which are faced by the Indian entrepreneurs before their ventures become successful. The governments and the regulatory authorities are taking various steps to help the entrepreneurs and promote the start-up culture in India. The consultation paper issued by SEBI appears to suggest that SEBI understands the struggle of start-ups to go public and provide exits to its investors; hence, it has proposed necessary amendments so as to transform the listing framework for start-ups.
While holding above 25% of the pre-issue capital was not a matter of concern for the eligible investors, the two years holding period was difficult to meet for the investors since they just want regular exits from the start-ups. Another step in the interest of a larger number of minority shareholders is the proposal on the continuation of special rights such as board seat and veto or affirmative voting rights for existing institutional investors. This would not only allow investors to continue their role in matters such as capital allocation, operating frameworks, business model etc., but would be significant in the growth of start-ups. Also, the proposed relaxations in takeover norms and delisting provisions are a welcome step. These proposed amendments, if implemented, should encourage the Indian start-ups to opt for listing on IGP.
Disclaimer: This publication is not intended to be a comprehensive review of all developments in the law and practice, or to cover all aspects of those referred to herein. This publication has been prepared for information purposes only and should not be construed as legal advice. Although reasonable care has been taken to ensure that the information in this publication is true and accurate, such information is provided ‘as is’, without any warranty, express or implied, as to the accuracy or completeness of any such information.
Authors:
Dinesh Gupta,
Associate Partner
Harshita Arora,
Associate
[1] As per the extant framework, (a) individuals with total gross income of INR 5 million and with a minimum liquid net worth of INR 50 million, or (b) body corporates having net worth of INR 250 million, shall be eligible to be considered as AIs. The persons /corporate bodies who wish to get accreditation for the purpose of IGP would need to approach the stock exchanges or depositories and follow the prescribed procedures.
[2] The consultation paper may be accessed at the following link:
[3] "Category I AIF" invests in start-up or early stage ventures or social ventures or SMEs or infrastructure or other sectors or areas which the government or regulators consider as socially or economically desirable and shall include venture capital funds, SME Funds, social venture funds, infrastructure funds and such other AIFs as may be specified.
[4] Various types of funds such as real estate funds, private equity funds (PE funds), funds for distressed assets, etc. are registered as Category II AIFs.
With online gaming and the development of technology allowing people of all ages to play games on a device as handy as a smartphone, the role of advertising, privacy and IP has changed dramatically over the years. Below, David shares some aspects game developers need to be aware of in order to ensure their years of work makes a memorable – and legal – impression on the video gaming industry.
When protecting one’s IP in video games, what precautions should be taken, and when is it wise to sell IP for monetary purposes?
Video games consist of perhaps millions of lines of code, layered storylines, and a complex and evolving network of talent and stakeholders. All that creativity creates works of art, performance, and entertainment value that warrants legal protection and legal advice on how much the output is worth and how best to leverage it for current and future revenue. In fact, enforcing those intellectual property rights and negotiating terms for relinquishing or transferring them constitutes a large portion of video game law.
A lawyer who understands both transactions and the nature and trends driving the video game landscape can evaluate how intellectual property can best be used - whether as a cornerstone in the ongoing development of the client’s game portfolio or as a means of raising capital through sale to a third party.
Whether you decide to keep and defend your IP rights, or you want to cash them in, it may pay to hire an attorney experienced in all aspects of the law and who has represented clients on both sides of the issue. We, for instance, can help sellers draft legally enforceable contracts with any licensor or buyer, including other gaming companies, websites, movie, television, and webcast producers, etc., negotiating not only financial arrangements but also the scope, payment terms, licensing, and distribution issues. For protecting IP assets, we can secure trademarks, copyrights, and patents, enforce the Trade Secrets Act and Digital Millennium Copyright Act takedown provisions, and non-disclosure agreements.
Some people may be able to recall their favourite childhood video game; from Mario Kart to Tekken, what are the legal processes behind licensing and merchandising these games which allow them to remain unique and memorable?
Licensing agreements are very common in the video game world. A licence grants a party the right to use a creator’s intellectual property, such as a character, logo, or celebrity likeness. When these are memorable or iconic - Michael Jordan in a basketball video game, or Keanu Reeves in the new Cyberpunk 2077, for instance – it can give a game lasting appeal. And, of course, it opens the game up to merchandise, such as action figures and t-shirts. In these cases, the game developer will pay the personality for their services - such as voiceover work - or their likeness and name. In other cases, a game’s IP owner can licence its iconic characters - Mario and Luigi - a catchphrase or image that players will instantly recognise.
New game developers would do well to hire an industry-focused lawyer to document that they have clear and complete proof that either all the game’s elements are original or the company has secured the right to use someone else’s work identity. The lawyer then can take steps to protect the elements from use by anyone other than those who pay for the right.
Whether you decide to keep and defend your IP rights, or you want to cash them in, it may pay to hire an attorney experienced in all aspects of the law and who has represented clients on both sides of the issue.
What are the important components to trademarking and copyrighting in video games and how often should they be reviewed?
Copyright and trademark are integral elements of intellectual property law and can be conjunctively applied to protect video games from piracy, but it’s important to be aware of the distinctions between the two.
Copyright law protects creative content that is in a fixed form, such as a video game. It protects:
Trademark law applies to the game title and branding. A trademark is a word, phrase, symbol, or design that is used to represent a product or service. Trademark law can therefore protect:
A logo cannot be copyrighted unless a degree of creativity was applied to its development, but almost any logo can be trademarked as long as it is not confusingly similar to another trademark.
Developers need to consider multiple revenue streams when monetising their video games. What do they need to know about in-game ads from a legal perspective?
As with other industries, advertising for video games is subject to regulation and other legal requirements. For example, one type of law – known as “truth in advertising” – stipulates that claims made in advertising must be accurate and cannot be misleading.
In the United States, advertisements cannot be “deceptive” or “unfair,” and both of these terms have legal definitions. For example, a free-to-play video game ad could be seen as deceptive if the ad shows items being used in the game without making it clear that those items require in-app purchases.
Many video games, particularly mobile video games that are designed to be played on a phone or tablet, make use of in-game advertising. This is a common strategy for freemium and free-to-play video games.
A logo cannot be copyrighted unless a degree of creativity was applied to its development, but almost any logo can be trademarked as long as it is not confusingly similar to another trademark.
Virtual economies within video game universes are another popular way to increase their profitability. What regulations should game companies be aware of?
Many video games include the use of virtual “currencies” that form the basis of in-game economies. Today, there are two types of in-game currencies: those that are limited to the game experience, and those that can be converted into real-world currencies.
An example of the former is the coins collected in Super Mario or the gold pieces earned by completing quests in World of Warcraft. These currencies remain in the game and can be used to purchase in-game items. While secondary markets may arise as was the case with World of Warcraft, the in-game money cannot be converted into real currency.
The latter type of in-game currency is sometimes referred to as “premium” currency. In this case, players purchase the in-game currency with real money using a credit card or other payment method. This method of monetisation is often used in freemium video games to make in-app or in-game purchases of resources or cosmetic enhancements.
The use of premium currencies is now so widespread that online game currency exchanges exist to allow users to exchange in-game currencies from completely different video games, much like the real-world currency exchanges between countries.
Virtual currencies that have out-of-game financial impacts are subject to regulation and it is essential that developers and publishers are aware of the real and potential implications on their business and players. For example, the manner in which a virtual currency is earned or purchased may be subject to state and federal gambling laws, even if the game is not a casino-type game. In such a case, some state laws may require that the publisher register as a casino operator.
Game developers and publishers who wish to avoid designation as a “money services business” must structure their in-game currencies in a way that it cannot accumulate any true monetary value. That is, the virtual currency must be limited, non-transferable, usable only within the video game or app, and not represent a property interest in any way.
Game developers and publishers who wish to avoid designation as a “money services business” must structure their in-game currencies in a way that it cannot accumulate any true monetary value.
Privacy issues have increasingly garnered attention and are constantly updated to protect consumers; what aspects must developers review and what regulations do they need to meet?
As I mentioned earlier, in-game ads can be an effective way to derive incremental revenue from video games, especially when they make use of ‘dynamic’ IGAs that change based upon player behaviours. As is common in other digital advertisements, game publishers and marketing automation teams include cookies and other tracking tools to collect player information.
Video game developers and publishers can collect a variety of data from their users and players. Sometimes this data is used to improve gameplay; other times it is used for marketing purposes by noting each player’s preferences, search topics, and location. Then the game companies can serve ads targeted to these interests.
There’s nothing wrong with that, as not all player information is subject to privacy laws. But it is important to understand which information is protected and what privacy issues can potentially arise. Notably, children are afforded an extra layer of privacy protection when it comes to video games and other online products, so particular care must be employed with regard to any video games kids may play, whether designed for their age level or not.
Video game companies must put privacy policies in place and must be transparent about the type of information they collect from players. In addition, they must be clear about what they do with the information that they collect, including whether that information is sold or shared with third parties. Some of these are unique to video games, so game companies should seek an attorney who understands the nuances.
David B. Hoppe
Managing Partner
Gamma Law | San Francisco, California USA | Tel: +1 (415) 901-0510
gammalaw.com | facebook.com/gammalaw | twitter.com/gammalaw
David B. Hoppe is the founder and managing partner of Gamma Law. Mr Hoppe is an experienced international transactional lawyer and a recognized authority on emerging legal issues in high-growth media/technology sectors, including video games and esports, blockchain and digital assets, VR/AR/XR, and digital media/entertainment.
Over a career spanning nearly three decades, based in New York, Tokyo, San Francisco, Los Angeles, Stockholm, and Helsinki, Mr Hoppe has advised clients ranging from the world’s largest corporations to founders and early-stage startups on matters ranging from international debt and equity financings, venture capital and M&A transactions, to high-value content and technology licensing agreements, film/TV option agreements, and crypto/blockchain regulatory compliance.
Gamma Law is a specialty law firm providing premium support to select clients in cutting-edge media/tech industry sectors. We have deep expertise in video games and esports, VR/AR/XR, digital media and entertainment, and blockchain, and were early movers in these areas. Our clients range in size from founders and emerging businesses to multinational enterprises, but all of them benefit from our deep understanding of the challenges and opportunities in the business verticals in which they operate. Because of our experience working in these fast-moving, dynamic industries, we are able to provide value-added and highly efficient support to our clients, giving them an edge in the competitive environments in which they operate.
Romain talks to us about how governments and businesses can be rescued from the turmoil the current COVID pandemic has caused. In reflection, we look back at how different governments around the globe reacted and whether or not a more unified approach towards global governance is needed, and we look at how the economic market has reacted to the pandemic and what this means for companies and the future workplace. As a distinguished jurist, member of the American Society of International Law, contributor of the agenda of the World Economic Forum and sitting at the Forbes Finance Council, Romain offers interesting insights into the current crisis.
As a good lawyer, I must say that I am quite frightened by the change in mentality that I have discovered over the past year.
There is a clear discrepancy between governments that have handled the COVID pandemic – they have either been praised or scrutinised on their strategy. As you work with governments developing governance strategies, what key things do you think governments should have put on their list when building a pandemic proof plan?
This pandemic has, for the first time in modern history, presented a challenge which has been experienced universally. Almost simultaneously, the whole world was affected by this virus which induced very strong innovative elements and restrictions that are rarely considered, especially in the Western world. At the height of the epidemic, nearly two-thirds of humanity was confined, which was previously unheard of and somewhat unimaginable.
In general, governments have been quick to consider, more or less, the economic impacts to the height in which they compensate for the impossibility or prohibition to undertake and trade, notably through the allocation of direct aid or via support to the economy by collateral; however, in doing so, the psychological variable has been considerably neglected, especially for business leaders.
We must not underestimate the impact and enormous emotional burden of these coercive measures on the population. Even more so for the entrepreneurs who, like everyone else, has to live with the restrictions of daily life, to which the burden of their responsibility towards their employees, creditors, bankers is also added, as well as the fear of losing what they have invested in. However, in the measures introduced, there was little room of consideration towards new smaller business owners.
There was also a problem of pedagogy in the measures taken by governments around the globe. Infantilisation does not work and leaving people questioning without giving them an answer creates misunderstanding. However, when you add incomprehension to uncertainty, you create destabilisation and mistrust, feeding conspiracy theories and theorists.
While, in times of crisis, the primary variable that must be maintained to avoid chaos is confidence.
For many governments, economical survival was rife, but focusing on the economy led to other aspects falling short – what do you predict will need extra attention when recovery from the pandemic begins?
As a good lawyer, I must say that I am quite frightened by the change in mentality that I have discovered over the past year.
In order to mitigate the spread of the virus, it has been essential to take strong measures; this is obvious and justifiable. The risk is that with this exceptional regime, especially in terms of reducing our individual freedom, it has the potential to end up being a permanent state. The danger is that psychologically, we have become accustomed to being hampered to our rights being reduced and that we just end up living with it, resulting in it being a part of the ‘new normal’.
This is revealed on a daily basis and in the legal sector; the rights of the defence during cases are reduced and due to derogations from the general regime, the right to a fair trial is terribly weakened, and we manage to succeed in making the litigant consider that it is in the public interest.
We have to be very careful that an exception does not become the rule, which I think it will be a strong matter at stake once the current health crisis has returned to a certain point of normality; this past year cannot annihilate the decades of struggle for our rights and freedoms.
I also think that 2020 marked a major turning point in the way in which we approach human resources management.
When building a catastrophe proof strategy, what aspects do you have to consider? In hindsight, what has the pandemic taught you about devising such a strategy?
In the first instance, assets should be secured. Then the suspension of financial and contractual obligations, where possible, and the preservation of the treasury to compensate for the problem or to organise a response scheme that is efficient, ought to be considered.
This pandemic has been indicative of the need for resilience in the governance of everyday issues and because of its duration and the resulting restrictions, it was necessary to sustainably adapt in order to be able to take a pace that would be commensurate with the obligations imposed; this is whether it was personal obligations and our day-to-day life, or our professional obligations and our working life.
I also think that 2020 marked a major turning point in the way in which we approach human resources management. Contact with others was to be avoided and was replaced with social distancing, at least for a time, in order to avoid the transmission of the virus. But it was not possible, however, to eradicate this element completely, and without visible impact on the temporality of the world economy.
It was, therefore, necessary to adapt and to evolve the archetype of work, which has resulted in digitising production systems, rethinking relationships with colleagues, respecting the hierarchy and constraints of one’s position, whilst having, de facto, greater autonomy. Paradigms have changed and patterns have shifted. For some, it came with a substantial number of advantages, but for others, just as many disadvantages.
But the first variable behind this new working system, as I mentioned before, is trust; trust, which must be bilateral throughout the hierarchy towards each subordinate, and vice versa.
In any crisis management strategy, rebuilding trust is essential.
Do you think world governance would benefit from a more congruous, streamlined approach when a crisis is on a global scale?
Yes and no. A somewhat fortunate aspect of this dramatic period is that this crisis was planetary and, thus, simultaneously felt throughout, avoiding a massive imbalance of forces due to the fact that all states were impacted. Of course, this led to a shift in global governance, as even at the beginning of the crisis, there was a role reversal between the sharing of medical and logistic soft-power between the United States and Asia, which was mainly induced by the political choices made by the respective governments.
But overall, a certain union chain had to be – albeit willingly – forged and preserved. The economically and diplomatically interdependent areas had to organise themselves in order to coordinate their efforts and optimise their results, particularly in terms of Germany’s initial and mid-wave treatment of French patients.
But integration – when it existed – was only regional. Let us remember these astounding images of the stock of masks bought at the price of gold off the Chinese market by the American government, in full sight almost in mockery to Europe, as the cargo planes were loaded.
Some states have taken inspiration from their neighbours to stem the pandemic, so there has been international resonance. Many leaders liked to point out that a virus did not have a passport. That is obvious, but some populations, through the measures that were imposed locally, were potentially more at risk than others.
The problem lies in the fact that a pandemic is sadly pragmatic; a virus strikes everywhere and in the same way. But when politics and ideology guide containment measures, it creates massive inequalities. An example: The Brazilian or American populism has been a very clear breeding ground for the spread of the virus on their territory.
While, in times of crisis, the primary variable that must be maintained to avoid chaos is confidence.
From this, do you expect to see any regulatory changes?
Unfortunately, I do not think that this crisis will move many cursors on the international scale.
There is no international health organisation that has binding powers. The World Health Organization itself has been attacked and criticised – rightly or wrongly – for its management of the crisis. The inquiry commission that was supposed to investigate the exegesis of this pandemic first found itself inadmissible to China before a compromise was reached. However, when the repercussions are global, there should be an international body that can monitor, intervene and recommend in a comminatory manner.
The only problem is international law and interference. It took decades for the UN, created in 1947 on painful ashes, to acquire real legitimacy. Today, its power is still quite limited. It is hard to imagine that the COVID-19 crisis could result in a similar instance. However, no doubt a coordinated action at the international level, particularly in terms of stocks, prevention and vaccination policies, would have made it possible to curb this situation a little better.
Helping small businesses to be resilient through crises is a small detail which is easily overlooked; from your perspective, what helps?
Once again, the first key step is safety.
It is appropriate, as I mentioned just before, to prevent any cash risk that would be linked to debts or maturities that would no longer be possible to settle, which could lead to cessation of payments. This applies not only to institutional creditors but also to its suppliers and partners. Once the situation is under control, it is necessary to take stock of the support mechanisms that exist, to the effect of rebuilding a financial base.
Then - and I have often reminded my clients of this - it is not enough to be relying on public money, patiently waiting for better days; this wait-and-see strategy is not working.
We need to reinvent a new economic model, which adapts to the constraints, which are often very strong and induced by the situation.
Force Majeure in English translates to ‘Act of Gods’. We must seize this situation of adversity and turn it into an advantage by transforming it into an opportunity. And this does not mean denying oneself, simply considering that in a situation where there is perfect uncertainty about how long it will take to learn to live with this state of affairs, in order to try to achieve the previous rate of profitability, it is necessary to innovate in the literal sense; the constant search for improving the existing circumstances results from adapting business models to the constraints we have suffered. That is resilience.
In any crisis management strategy, rebuilding trust is essential.
The World Bank estimated that the world economy will grow by 4% by 2021. From a business law perspective, what should companies be doing now to ensure they are part of the growth?
They can contribute to this growth precisely by changing their economic models and adapting according to the new constraints COVID has imposed.
For many companies in the education sector, teleworking was still an abstract concept, yet now for the entrepreneur of tomorrow, teleworking is undoubtedly optimisation at its finest.
A decrease in gross fixed capital formation, due to a lack of need to own physical premises – or at least to limit the area –which thus significantly reduced fixed costs, lifts geographical restrictions on hiring and presents real flexibility.
This also requires total digitalisation of the workplace. And what can initially be a constraint and has the potential to cause significant cost, undoubtedly and ultimately, increases productivity. But first of all, it is necessary for companies to evolve their distribution or sales model. The health crisis has demonstrated to companies the limits of their current model and the services they presently offer.
Although, for some, physical contact was an essential variable for them to mark a strong economic footprint, but when proscribed, they were stopped, causing a potentially catastrophic issue. It was therefore necessary to remove this particular aspect of the company model, isolate it, and find a new equation to where physical contact was no longer needed.
For others, it was highlighted that their dependence on subcontractors was exacerbated, some of which had to – or made the choice to – suspend their activity, thus rendering the entire production chain inoperative.
The choices these companies have now made will be for the coming years of greater internalisation. With the interconnection of crises – health, economic, social and environmental – the situation has changed and everyone must consider the lasting impacts of this unprecedented and intense experience and evaluate the changes they must make in order to survive.
But when politics and ideology guide containment measures, it creates massive inequalities.
Why does being reactive not work in a crisis for businesses?
In times of crisis, the strategies to be defined vary considerably across industries; however, regardless of the activity, they all have one thing in common: a proactive strategy is the best approach.
The main difference between proactive and reactive is planning. Reactive management is a strategy in which problems are dealt with after they occur, without long-term planning.
Proactive management is a strategy which results from planning for the future by preventing potential problems before they occur. It’s about anticipating and governing.
The proactive strategy results from the use of analyses to determine the best option to choose to prevent a problem from occurring. During the implementation of this new strategy, real-time monitoring of progress is carried out, allowing you to adjust the dispositions accordingly – so you can remedy or improve what is needed if it does not achieve the expected result.
On the other hand, the reactive approach amounts to addressing problems in real-time, without prior analysis or planning, and the results of the strategy adopted are determined at the end. It is obvious that this creates inefficiencies because the strategy is poorly targeted and poorly refined. From this, time and resources are quickly wasted. Crisis management is an almost surgical act. You have to do it accurately, in record time. You can’t afford to squander, either.
The paradox is that if a crisis occurs, and we have to deal with the problems that arise from it, it is because we did not anticipate it. It is therefore necessary to be reactive at the beginning of crisis management, before being proactive.
Crisis management is an almost surgical act. You have to do it accurately, in record time. You can’t afford to squander, either.
How do you come up with solutions to help businesses avoid falling during catastrophes?
After the security phase that I was talking about earlier, we firstly have a comprehensive overview of the situation. We identify the issues and define what led us to face them.
It’s sort of an express audit of the contentious situation. From this, we then consider two types of scenarios: one in the short term, the other in the long term.
The short-term scenario allows us to “break the wave”, to cushion the shock and, in particular, to take measures that aim to rebuild a cash position and to achieve a cruising pace; this then allows us to put in place the second strategy, which will look at the long term, particularly by isolating the defective variable which caused the issue in the first place and solving the problem differently, i.e., without it.
At the same time, we will communicate to keep a strong link between the partners and customers. Playing the transparency card - in a certain way - maintains the trust between both parties (as aforementioned).
The tech industry boomed throughout the pandemic, contributing to NASDAQ gaining 44% - do you have any predictions on the industries which have the potential to flourish in the next year?
There are two main categories of winners, which will continue to grow in the coming years, one of them being the digital sector, in all of its forms, mainly for the reasons we have previously mentioned. No company will want to face the same problem twice. The digitalisation of the workplace, which makes it possible to be effective even in the most extreme restrictions, will be an extremely buoyant market.
In the same way, the marketplace and e-commerce will continue their rise in power that they had already initiated. The current market is the best reflection of this. In the first half of 2020, for example, the market capitalisation growth of Amazon was +401.1 billion dollars, Paypal + 65.4 billion, Zoom Video + 47.9 billion. Of the 20 largest capitalisation increases, 17 were related to digital.
The other industry which will boom is the biotechnology industry. Moderna, created in 2010 and has been listed on the Nasdaq since July 2018, saw its share price rise by 171% between 24 February and 5 May 2020. Similarly, Novacyt, a Franco-British start-up, a pioneer in PCR and two target genes tests, saw its action increase from €0.16 cents to €13.96 at its highest in a year, (or an 8,725% increase). The need for evolutionary tests or research is not likely to be extinguished in the short term, even with durable and effective vaccines on the market. It is very difficult to imagine that States allow free entry of travellers, even vaccinated, without a negative test.
And the health authorities have warned that we will have to live with the appearance of new coronavirus strains in the coming years. These technologies will be duplicable to other types of viruses.
Romain GERARDIN-FRESSE
+33(0)4.72.53.83.08
r.gerardin-fresse@gfkconseils-juridis.fr
About Romain
Strengthen our presence in Africa and Asia, by developing the partnerships and agreements we have already initiated.
Six nominations and six victories: (Best Luxury Multi-Family and Business Law Firm (LLSA); Best Business Law Firm and Reputational Consultancy (Executive Global Magazine); Banking and Finance Lawyer of the Year (Business Worldwide Magazine); Best Prestige Business Law Firm (Corporate LiveWire); Strategist of the Year (European Business Magazine); and, Man of the Year 2020 (The Global Investor).
Through the recommendation of our firm’s clients to their inner circle and business relationships. And the best satisfaction is to be able to choose the new customers with whom we want to collaborate.
The firm Gfk Conseils-Juridis, which Romain founded in 2017, is present in Europe, the Middle East, the United States and Asia. Specialising in the definition of strategies, Romain has a strong reputation in the resolution of technically complex cases, from mergers and acquisitions to restructurings, through the drafting of laws that contribute to legislative and constitutional changes.
