Understand Your Rights. Solve Your Legal Problems
Horizon Capital, a leading private equity firm in the region, announced today that Purcari Wineries PLC (Purcari) has completed its Initial Public Offering and commenced trading on the Bucharest Stock Exchange (BSE: WINE). The offering was well received, with retail investors oversubscribing more than four times over, despite heavy turbulence on global markets as the Dow recorded its two largest point-drops on record. As a result of this successful public launch, Horizon Capital, on behalf of its fund EEGF II, has sold a 40.9% stake in Purcari, realizing a 3.2 times gross cash-on-cash return on the sale of these shares. Horizon Capital remains an active shareholder with a 22.7% stake held, aiming to further capitalize on the fast growth of the Company, as Purcari seeks to become the undisputed champion of the high-growth CEE wine market.
The Company operates over 1,000 hectares of vineyards and four production platforms, in Romania and Moldova, scoring as the most awarded CEE winery at Decanter London in 2015-2016. Purcari owns two of the top-5 premium brands in Romania, for a combined 26% segment share, according to Nielsen. Purcari heritage goes back to 1827, winning the first gold medal at the Paris World Exhibition in 1878, with a tradition of supplying to the royal courts in Europe.
KPMG in Romania and Moldova were proud to have been involved in the IPO of Purcari Wineries. KPMG has audited the 2014-2016 IFRS-EU financial statements and reviewed the Q3 2017 financial information for Purcari Wineries for the purposes of the IPO. The project was led by Razvan Mihai, Partner in KPMG Romania and Moldova.
The team had commented: “Purcari Wineries’ listing on the Bucharest Stock Exchange represents the first IPO of a Moldovan group of companies. We are confident that this international success for a Moldovan company will be followed by many similar achievements in the future. KPMG is keen to support local companies in reaching the next level of development by means of IPOs.”
WPP’s GroupM, the world’s leading global media investment group, announced it agreed to acquire leading digitally-led creative agency The Glitch in India. This acquisition will demonstrate the company’s growth plans in a technology-driven communication market. The Glitch will continue to operate as an independently positioned brand, while taking advantage of GroupM’s larger infrastructure and agency ecosystem.
This acquisition will continue GroupM’s growth strategy in one of the world’s most dynamic emerging economies, and offer clients access to a wide portfolio of leading-edge digital marketing services and holistic content solutions. Speaking about the acquisition, CVL Srinivas, Country Manager for WPP India and CEO of GroupM South Asia said, “The communications ecosystem in India has evolved dramatically in the last few years and GroupM continues to lead the market in creating cutting-edge solutions that leverage data, technology and creativity. With The Glitch, we found a partner that brings exciting creative and content skills that can leverage our unique assets to create effective solutions for our clients. The Glitch has done some outstanding work for clients and we eagerly look forward to their coming on board.”
Jerome Merchant + Partners advised The Glitch and its founders.
Members of JM+P team: The team was led by Partner Shameek Ray.
Other Legal Advisers: Platinum Partners advised WPP, with a team led by Partner Anuj Bhatia and Associate Sanjana Bhatnagar.
In early January 2018, Credit Suisse entered into and disbursed a $96,875,143.00 loan to the Republic of El Salvador. The transaction proceeds were used to complete the country’s financing for fiscal year 2017. The Salvadoran team included officials from the Ministry of Finance, the Central Bank and the Office of the Attorney General, including Attorney General Douglas Arquímides Meléndez Ruíz. Arnold & Porter represented its long-time client the Republic of El Salvador, and Skadden represented Credit Suisse.
Partner Whitney Debevoise led the Arnold & Porter team advising the borrower. He was assisted by partner Neil Goodman, associate (now counsel) Carlos Pelaez, associate Mateo Morris and tax associate Joel Deuth. The Skadden team included Jurgen Spihlman and Alejandro Gonzalez Lanuzzi. Consortium Legal (Oscar Samour and Felipe Aragon) represented Credit Suisse on questions of Salvadoran law.
City of London law firm Druces has advised the Montreux Healthcare Fund PLC on its acquisition of Active Assistance, the leading provider of care and support for individuals with complex neurological conditions.
Active Assistance provides specialist care to individuals with acquired brain injury and spinal cord injury in domiciliary and residential settings. It also owns the UK’s largest Case Management Group, serving clients with an acquired brain injury and other neurological conditions, throughout the care pathway.
The acquisition constitutes the second major transaction to complete within the last month for the fund, following the sale of The Regard Group earlier in the month. Active Assistance will offer a new platform from which to consolidate the highly fragmented specialist care sector through its next investment cycle.
The Druces team was led by Christopher Axford, Partner in the firm’s Corporate & Commercial team, and included Antony Cotton (Senior Associate; Corporate), Caroline Cropley (Senior Associate; Corporate), Rebecca Pinder (Solicitor; Corporate), Claire Rigby (Associate; Corporate), Toby Stroh (Partner; Corporate), Sophie Vann (Associate; Banking & Finance), Nicholas Brent (Partner; Property), Sarah Dahabiyeh (Associate; Property), Rebecca Facey (Associate; Property), Emma Foster (Senior Associate; Property), Lauren Sandland (Associate; Property), Paul White (Partner; Tax).
Duff & Phelps acted on behalf of Montreux Capital Management providing financial advisory and valuation services in connection with the acquisition of Active Assistance.
OriginTrail, a European IT company known for its traceability solutions, announced the completion of its Trace token (TRACE) sale, or initial coin offering (ICO), reaching the funding round’s hard cap of $22.5 million. The success of the ICO underscores the demand to make decentralized data exchange available to every organisation and enable mass adoption to increase trust and efficiencies within the supply chain on a global scale. By providing a technology that brings transparency to the supply chain, OriginTrail will help protect against and prevent problems exacerbated by an opaque supply chain, including food safety violations, counterfeits, sweatshops and more.
OriginTrail’s protocol is capable of connecting with any blockchain and any company IT system, creating a low adoption barrier, and stores only fingerprints of data on a blockchain. Original data is kept on a decentralized network, which enables the development of decentralized apps on top of it. Digital tokens, called Trace tokens, are utility tokens to be used while interacting with the OriginTrail Decentralized Network (ODN) and will function to store data to the protocol or read from it.
Interview with Cofounders Miha Bratina and Jan Pečar at IUURI.LEGAL, INC.
How does this transaction shape the future of the blockchain industry?
If we are talking about the blockchain industry in general, OriginTrail is a sample of how blockchain technology shall be applied in the start-up environment. Namely, as a solution to existing challenges on a subject market and hence not existing for its own purpose and waiting for problems it can potentially solve. That being said, if we turn solely to the ICO scene, only companies with a proven track record on the relevant market, knowing its painful spots, should primarily be the ones performing ICOs and OriginTrail is definitively setting a good example of such a company.
OriginTrail is setting the bar for future ICOs pretty high. Sadly, we are witnessing a number of projects without any content and driven only by individuals exploiting sometimes good teams for a quick pay check, rather than guiding them in their way of becoming good businessmen tend to skip some steps in the journey with help of ICOs.
Jan, how did your knowledge in IP help you overcome any presented challenges when advising on this transaction?
Well, as you know, most ICO projects are open source, which does not necessarily mean that there are less IP related questions, maybe even the opposite. Already when doing the corporate structure and contractual relations between the companies cooperating in the ICO identifying relevant IP is a huge challenge, followed by knowing what and how to define the content of such contracts so it does not interfere with the (currently) sui generis state of blockchain. But more than that, my career path helps me on the “human” part of the business; working closely with IP in modern technology companies makes it easier to understand the technical part of the issues and makes one a better person to talk to in relation to blockchain developers and understand the content of product, which is surely the core part of the whole legal structure of the ICO. Our corporate guys do not speak the same language, so makes me a good "translator". Furthermore, there are several intellectual property related questions ICOs are not addressing at all, which can or most probably will cause substantial problems in near future.
Miha, you have worked on many demanding legal projects in the past; how demanding was this project in comparison?
Definitively as demanding as it gets. First of all, many businessmen performing ICOs were not actively involved in business management before, so they are set to a different mode. A mode not paying too much attention to legal risks, compliance etc., so being a lawyer in such environment makes one not the favourite person, since you have to problematise on many levels. But we like that and know what approach to take. The biggest issue is helping all relevant players you depend on to understand the new business and your project and trying to apply the unclear regulation as safely as possible to your case. Furthermore, everything is happening so quick that one hardly has the time to be on track with all relevant opinions, changes in how state bodies treat ICOs, and at the same time, reviewing each and every word in almost each legal document or any other relevant type of communication in the ICO. Long story short, our senior partner used a good example, which gives a perfect reply to your question: if we call typical demanding legal projects a boxing fight, ICOs are a kind of a free fight challenge.
What problems did you both come across where you had to think creatively to solve?
Well, most problems are connected to the discrepancy between the understanding of ICOs and the related technology on the side of the team working on the project and on the other side the low understanding on part of regulatory bodies, banks, etc. But that is not specific only to ICOs. So, maybe the part requesting most creativity is being compliant with relevant laws in a way you do not cause a too big drop on the backers´ side. They do not like to sign contracts, provide information, have too many KYC/AML measures; it is a special type of environment, but on the other part as risky as it gets. So we, the lawyers, would love to have a mountain of legal documents and measures to manage the risks, but they really cut our wings here. What also took a huge pile of learning and creativity is how to lead the legal part of the project in a really noisy environment. It became normal to have debates about the boring legal stuff on telegram for example, where more thousand people have eyes on every tricky question. Sometimes you did not resolve an issue yet, and it is an issue, then you have to deliver a reply, but they are a tough audience, and not easy to please.
How complex was the due diligence in this transaction; what steps did you take to overcome such complexity?
The process and tactics is same as in any other due diligence procedure, with one big difference, you have to make reviews of relevant regulation on a daily basis. So, focus must be on perfect cooperation between all members of the team. There is no clear distinction between the tasks of each person and you have to understand the core parts of the work of each member of the team. For example, if I change a part in the legal definition of the token due to some security related questions that changes what the token will be treated as in accordance with the accounting standards, it will surely make a difference on the applicable taxes to such a token. And each of these areas is fluid, changing rapidly, which is not the case in a typical due diligence procedure, where we have more predictability. The latter is below zero in ICO procedures.
What else are you both planning to see in the legal world in Slovenia?
Slovenia is a good environment for new technologies and regulatory unclear areas. We are really small and everybody knows everybody, which makes the communication easier and legal risks surely easier to manage. I hope we take advantage of that. Currently there are some organisations trying to make some helpful steps. However, the problem is always the same: people being really good in practice and execution do not have the time to work on the theoretical level and vice versa. So, I hope we manage to establish good communication between both parts. But, I expect that to be managed. In the future there will be many good projects in Slovenia. The problem currently is that many projects said to be Slovenian, but only the teams are Slovenian, the ICO is being performed under different laws. I do not like that. But it will change slowly, there only need to be some good examples set and others will follow.
London-based recruitment specialist Citifocus has become the Financial Services arm of In Job Group, a global recruitment firm with offices in Europe, US and Asia.Citifocus’ areas of expertise range across a wide spectrum of the financial service sectors to include banking and fund management, complementing In Job’s existing global businesses.
In Job Group was founded in 2001 in Verona, Italy. Throughout 2017, it has continued to develop both in Italy and overseas, providing skilled professionals across various business sectors and particularly focusing on mid-market enterprises with an ambition to expand internationally. In Job operates in 3 continents, through 23 offices, with 3,000 employees and a turnover in excess of £50 million.
Interview with the team at Belluzzo Partners, who advised on the deal.
Belluzzo Partners is a boutique International tax, law and accountancy firm with offices based in London, Singapore, Milan, Verona and Lugano.
The firm is composed of 49 professionals with varying background from qualified solicitors to chartered accountants and Italian qualified accountants and tax advisers.
The firm commented: “When working on international M&A transactions, the main challenges are the differences in cultural background of the parties involved. Our main strength, being an international firm with a heavy focus on Italy, is that we understand the cultural differences and needs of the businessmen concerned. This enables us to navigate successfully foreign clients through the English legal and tax system and ensure a successful outcome of their investment.
“Injob/Cityfocus was a typical medium sized owner managed business transaction where the vendor and buyer had differing objectives and mediation was required to achieve a successful outcome. We were able to offer such assistance ranging from VAT advice, payroll taxes, employment law and contract law. We were instrumental in helping the clients understand the real critical points and negotiate a successful outcome to their benefit with the adequate legal protection assured.
“We have been very busy over the last year despite Brexit and have assisted Japanese investors in the acquisitions of assets and businesses in the UK and have also been instrumental in the tax restructuring of a large quoted group.
“We have a positive outlook for the future and believe foreign investment will continue to flow into the UK even after our departure from the EU.”
Luca Cordelli (Head of Legal Department)
Luca has been practicing law since 1993. Luca is specialized in corporate/business law with a special focus on international M&A.
Tony Castagnetti
Tony is a qualified chartered accountant and registered auditor with over 25 years’ experience.nAs a registered auditor, he is authorised to sign off audit reports for companies in the UK, but also has vast experience in corporate tax both compliance and planning, VAT and general business advice and due diligence.
He is Head of Business & Finance at Belluzzo Partners and is a director of B Audit Limited.
Scottish Equity Partners (SEP) announces a £25 million investment in Redwood Technologies Group, the UK-headquartered international provider of communications technology and cloud contact centre solutions.
Originally founded in 1993 by brothers Sean and Martin Taylor, Redwood, which owns the cloud communications provider Content Guru, has deployed communications solutions to more than 50 countries from its offices in Europe and North America. Redwood has experienced strong and profitable organic growth, with revenues increasing by 30% in both 2017 and 2016. Investment from SEP will accelerate a global expansion strategy that focuses on Asia-Pac for 2018, with a regional office opening in Tokyo during Q1.
The Group’s storm® platforms provide ‘mission-critical communications’ to a blue-chip client base of utilities, travel, financial services and retail organisations, as well as government and public-sector bodies
Interview with Jonathan Parkes at Customer Satisfaction UK
Please tell me about your involvement in the deal?
Customer Satisfaction UK were asked by Scottish Equity Partners to conduct a programme of in-depth telephone interviews with a sample of Redwood’s clients.
How did your involvement contribute to the overall success of the deal?
Conducted by our intelligent and experienced interviewers, the discussions went beyond the typical customer referencing process. They explored every element of the interactions between Redwood and their clients, from initial engagement to ongoing relationships, involving individuals ranging from high level decision-makers to front-line users.
The comprehensive, objective and detailed insight we provided was valuable to SEP in assessing the quality and strength of client relationships, enabling them to better evaluate potential risk and return. It was also valuable to Redwood, identifying strategies and actions going forward to drive their continued growth and prosperity. The customers themselves also found the exercise beneficial, providing frank feedback about changes which could improve the service they receive and help them to make better use of the services involved.
What challenges arose? How did you navigate them?
As always, the first challenge was to ensure that we were interviewing the customer individuals with direct current experience of Redwood Technologies’ services at both the strategic and tactical level. Careful questioning confirmed that we were asking questions appropriate to their role and experience, ensuring relevant, accurate and up to date information.
The next challenge was to ensure that questions were answered fully and frankly. As usual, customers were very willing to talk about services important to them personally and professionally. To maximise the opportunity, the skilled interviewers at Customer Satisfaction UK managed the conversations with these busy people sensitively, listening carefully to obtain the information needed, whilst also being good ambassadors for Redwood.
We kept SEP closely informed and maintained a flexible approach so that we could respond promptly to probe more deeply when we encountered issues of particular interest to them.
Our ultimate challenge was to provide SEP with customer feedback which provided a deep, objective and informed understanding of the entire nature of Redwood Technologies’ customer relationships upon which they could assess the value and risk of their investment.
We provided an insight that was useful not just in ensuring a successful transaction, but in contributing to a post-acquisition action plan to address issues identified and ensure Redwood Technologies’ continued success and prosperity.
Discover Europe’s hidden jewel and escape to one of Italy’s most captivating islands for a relaxing break enriched with history, nature and, of course, the secret to living a long life.
Simply put, Sardinia is an underrated island; the majority don’t even know where it lies on the map. And yet, as it is being more discovered by us avid explorers of the world, none of its raw, authentic touch is evaporating to quench the thirst of the commercially greedy. In short: you will experience the true Mediterranean way of life.
Let your toes greet every grain of sand whilst you dive deep into a realm of relaxation…if you can keep your eyes away from admiring the sparkling, turquoise sea and your lips greeting the sweet, liquorish taste of Sardinian Mirto. But before we move onto the wining and dining, let me spill more on what Sardinia and Valle dell’Erica will spoil you with.
The Key to Living Longer
Dan Buettner revealed it first: the five areas which are known for being places where people live longer. Sardinia, of course is the Blue Zone where people live the longest, and luckily for our readers, all the secrets were revealed to me during my stay at the Delphina Hotels.
1. Tantalise Your Taste Buds
Step one, as you have probably predicted, is spoiling your taste buds with good food, high in protein and fibre. Diet plays a huge part, and Sardinia has taken some of nature’s greatest assets and worked absolute wonders. From smooth sheep’s cheese (trust me, it’s good!) with olives as a small, delightful aperitif accompanied with a glass of bubbly, all the way to fresh lobster drizzled with tantalising lemon, and obviously, rich, sweet tomatoes blessing platefuls of freshly cooked pasta, there is no doubt that you will eat well and good. Regretfully, I never took this opportunity to learn the art of cooking such scrumptious food at Valle dell’Erica’s traditional cooking lessons, but I guess it gives me a reason (if I ever needed one), to return.
If you are dribbling at the thought (like I most certainly am right now), you may be wondering how something so simple tastes so good. Well, take a short walk around Valle dell’Erica, and not only do you feel like you’re amongst raw nature, but you will smell the herbs caressing the breeze around you, because if it isn’t locally sourced, it is grown right outside your hotel door. Amazing right?
2. Everyday Is Wine Day!
Moving onto step two: what do you need after three platefuls of pasta? Fine wine, which perfectly is another key to long life. One glass a day should keep you going, but Sardianian Cannonau may make keeping to the one glass slightly challenging; perfectly complimenting its food, Cannonau wine contains particular sun-stressed Grenache grape which has between 5 and 10 times more natural antioxidants. You were probably sold as soon as you read ‘wine is a key to longer life’, and you will be happy to know, Delphina stocks crates full of the stuff.
3. Soak in your surroundings
I really wish these photos did justice to how beautiful the landscape in Sardinia is. ‘Captivating’ barely summaries it and we remain grateful that is the case, as it makes it so easy for you to wake up and embrace all nature has blessed us with. Strolling around Valle dell’Erica you are surrounded with flora, fauna and serenity; even during peak times when the resort is fully booked, you could easily mistake that you are the only person admiring Delphina’s botanical gardens on your walk to the beach. If the beach does not offer you the adrenaline rush you desire, take a hike across Valle dell’Erica’s nature trail; it will barely feel like exercise when you have picture perfect scenes to admire.
Embracing nature and indulging in a little exercise goes a long way to ensure you unlock the door to a longer life and it is so much easier when you are out in the open, than trapped in a gym. But, if a treadmill is your thing, fear not; Capo d’Orso, the most romantic resort Delphina offers, has an outdoor gym overlooking the crystal blue sea, where you can watch the sun rise when getting a sweat on. Beats being trapped in four walls, right?
4. Spend time with your loved ones…(and try not to argue!?)
Spending quality time with those close to your heart is the next step to living longer, and there is little explanation needed to why this works. The ones you love keep you happy, and happiness keeps stress at bay and gives you a stronger life purpose. And the perfect thing is, is that Sardinia is anything you want it to be. It is the perfect honeymoon destination, yet also family friendly.
Find a new hobby with your friends: learn to play golf, try windsurfing or delve into the deep blue and make friends in the sea when snorkelling, (which is not as easy as it looks, I’m afraid).
Capo d’Orso boasts romance. With hidden hammocks amongst the trees overlooking the coast, you can sit back and reminisce with your loved one. Spend your evenings at Valle dell’Erica’s night bar, listening to live music and making new friends. And here is the amazing part: your kids can also have their own social life, in safe hands. Valle dell’Erica has a special area dedicated to families and fun for children, including playgrounds and a mini-adventure park, cinema, nap rooms (lucky them!) and creative spaces. For families with very young children there is also a free nursery with a bottle feeding preparation area. It is open until 11pm so you can finally have that extra glass of wine!
5. Anddddddd breathe!
Last, but certainly not least and probably the main reason behind booking a getaway to Sardinia: relaxation!
And boy, you will definitely fly home feeling like a new, calmer person. If enjoying your morning coffee whilst listening to the light brush of waves on the coast, entwined with the harpist softly playing in the background, does not sooth your soul, I am not too sure what will.
The pinnacle of relaxation and self-indulgence lies in the resort’s Thalasso spa, which is set amongst the granite rocks and typical wooded and flowered scents of the Mediterranean. There are treatments to relax and energise you, alongside saunas, seawater pools and treatment rooms.
Thalassotherapy consists of the intelligent and combined use of the many benefits contained in the marine environment; it is by now scientifically proven that as well as being enjoyable and relaxing, Thalasso treatments produce numerous positive side effects for both the mind and the body.
Using essential oils from Sardinian aromatic plants and herbs, the sensuous scent and perfume of these plants, which grow wild in the Valle dell’Erica, enhance every inch of your spa treatment. Collected gifts from the earth for their spa products: myrtle, lemon and Cannonau grapes combined with the salt-laden air and the pure breezes will leave you with a delicious memory and the desire to come back to this enchanting corner of Sardinia. What more could you want? Perhaps a swim-up bar to enjoy a cocktail without leaving the relaxing pool? They got it. I told you, relaxation at its finest.
Putting it simply: exquisite food, divine wine, sunshine with added adventure, goes a long way. I do not think I have been as spoilt as I was at Valle dell’Erica. From secluded dinners on the beach, boat trips discovering the clear waters and its inhabitants, all the way to the sun caressing your skin, there truly aren’t enough words that could give this hidden jewel of an island the justice is so strongly deserves.
I stayed at the Valle dell’Erica resort, which is 55km from Olbia airport. Helicopter transfers to the resort are available, as well transfers via car. The resort has a total of 271 rooms, four pools, seven restaurants, a conference centre (with 450 seats and four meeting rooms), an area to play golf and a children’s club. Some rooms offer private pools. Rates per person start from £136 per night on a half board basis. The hotel is open from 20 May to 30 September. For more information, visit www.delphina hotels.co.uk. Be sure to check out the other resorts Delphina offers, as each one is unique. Capo d’Orso, also mentioned in this article, is particularly suitable for couples on their honeymoons, anniversaries or just those looking for a simple romantic escape.
Recently, none other than the famous French brand Chanel was inspired by the Blue Zone and essences of Sardinia. It is no surprise, as the enchanting turquoise water surrounding this island is truly captivating. Waters so clear, you will spot the local jellyfish out on the prole. So I would recommend you take a boat trip to discover the Marine Reserve at Vale dell’Erica to discover how amazing mother Earth is. With Delphina having their own boats for you, you can stop to take a dip in the water to snorkel and dive deeper, or stop to admire how nature can produce the most amazing sights: the crocodile rock!
Nothing beats a secluded evening meal on the beach. Nothing… I dare you to fight me on this. The soft sound of the waves perfectly compliments every bite you take. You will not be disappointed with the succulent taste of fresh lobster whilst sipping on champagne. With the Sardinian diet packed with omega-3, fibre and protein which is step one of ‘living a longer life’, fine dining really does not get any better than this.
If this isn’t your cup of tea (which I highly doubt), Valle dell’Erica is home to seven amazing restaurants, attending to all your culinary desires. For those eager to take the recipe home, the chef will kindly teach you his secret and the hotel offers you the opportunity to take back home-grown saffron and olives with you, to ensure you get that authentic Sardinian taste anywhere.
Every inch of Delphina hotels boasts true Sardinian culture and heritage. From the handmade rugs to the artwork, you will subtly discover this island’s rich history.
Take the famous Elephant Rock that nature herself handmade. Inside, you will stumble on two domus de janas (Sardinian chamber tombs) from the Neolithic period which unveil interesting reliefs and decorative revealing the rich history dating back to 2700 BC.
Ask the staff at your Delphina hotel to take you to any town in Sardinia; you will learn how its history has made the island what it is today.
The picture says it all. With Sardinian dishes being unique from Italy, their aperitifs are fit for the king and queen. Fresh, light and crispy carasau bread, mixed with sheep’s cheese, and home-grown olives, snacking before dinner has never been better.
Thankfully, no matter where you reside, you cannot escape the picturesque view. Located 12 km from St Teresa Gallura surrounded by the two Archipelagos of La Maddalena and Corsica, Valle dell’Erica is in the perfect location. The private park overlooks a long white sandy beach; the luxurious rooms boast panoramic views, even from your shower window! You cannot escape its beauty and why would you want to?
Given his past construction law experience in private practice, Arjun Agarwal tasked with managing the majority of Chevron’s construction disputes and international arbitrations on Chevron’s major capital projects outside of North America. With Chevron Corporation being a multinational energy corporation, we find out all about Arjun’s roles as Senior Counsel and how he thinks construction disputes on major projects will develop over the next years.
What would you say a typical day for you in Chevron looks like?
A “typical” day for me and others in my group is characteristically atypical! The ambit of our jobs requires quite a lot of travel. Our Chevron clients and outside counsel are typically located overseas. Accordingly, we are quite often on a plane traveling to countries around the world where Chevron have operations.
What does Chevron consider when looking to hire outside counsel for a construction dispute?
The construction disputes I manage can generally be characterised as involving: (1) complex and sophisticated issues of delay and quantum; (2) hundreds of individual change order requests/claims; and (3) large sums of money in dispute. Accordingly, when hiring outside counsel, we are looking for lawyers who are first and foremost experienced construction disputes specialists. Extra points if they have demonstrated experience in international construction arbitrations. Management of mega-construction disputes in the international arbitration arena do require special skill sets and, accordingly, we generally look for outside counsel who are experienced in that environment but who can also bring a practical and value-based perspective.
How do you see the world of construction disputes evolving in the next ten years?
One of the striking developments over the last ten years has been the increased size and complexity of construction disputes. Managing sophisticated disputes with the potential for significant exposure requires complete alignment between the internal client, the in-house legal team, and outside counsel. Early development of a case strategy and implementation of that strategy during the course of what can be a multiple year dispute process ensures value-based case management and “successful” outcomes.
What has been your most challenging construction dispute as of yet, and how did you use your expertise to work around it?
I think the most challenging disputes are those where the dispute ceases to be about the traditional nuts and bolts of construction issues (delay, quantum and performance of the work) but rather is driven by one party feeling “wronged.” These types of disputes make it difficult for the parties to find commercial resolutions in lieu of formal proceedings. At Chevron, we endeavour to view disputes as objectively as possible and to always try and evaluate contractor claims within the context of the contract at-issue and the applicable governing law. Early and independent claim evaluation is best-practice. Where possible, we (legal) get involved during the project’s life-cycle to assess potential or actual claims in real-time to provide our project management personnel and executives a considered and objective view on potential strengths, risks and exposure for the company.
Arjun Agarwal
Senior Counsel - Litigation
Chevron Upstream
a division of Chevron, U.S.A. Inc.
6001 Bollinger Canyon Road, B1048
San Ramon, CA 94583
Direct: +1.925.842.5310
My name is Arjun Agarwal. I am Senior Counsel in the Upstream Non-US Litigation group at Chevron. My colleagues and I are responsible for managing pre-litigation, litigation, disputes and investigations stemming from Chevron’s non-US Upstream operations. The group’s case docket includes a variety of matters including commercial disputes, construction, labour and employment, international arbitrations involving other International Oil Companies as well as foreign governments, contractors, insurance, personal injury and property damage. Our group interacts with external counsel located all over the world and are responsible for ensuring that all litigation matters are handled in compliance with all applicable laws and are managed efficiently and in a cost-effective manner consistent with Chevron’s Objectives-Based Litigation Technique (COBALT®), which is a structured and disciplined technique for achieving reliability, efficiency and world class performance in litigation management.
We’re one of the world’s leading integrated energy companies producing safe, reliable energy now and for the future. Our success is driven by our people and their commitment to getting results the right way – by operating responsibly, executing with excellence, applying innovative technologies and capturing new opportunities for profitable growth.
The pace of change in the digital world, characterised by innovation and entrepreneurial spirit, has not always matched the often slow and cumbersome process of the legal world, steeped as it is in centuries of tradition. But change has been ongoing.
An overview of technology
In the white collar crime and regulatory arena that characterises part of the broad church of Fraud Law, the changes that have occurred have been especially interesting. Many elements, which until only a few years ago, constituted blue sky dreaming are now standard aspects of a lawyer’s life. For example, the utilisation of the cloud for the electronic filing of documents with the court has become widespread in the civil courts; juries in long and paper heavy criminal trials are often provided with iPads to relieve the excessive paper burden; and artificial intelligence has also been harnessed to ease the burden of disclosure review in complex fraud investigations such as Rolls Royce[1]. Process servers will sometimes have standard issue pen cameras and law enforcement in the US has utilised USB keyloggers (which covertly record keystrokes on the victim computer) to surveil and bring down criminal conspiracies[2]. Indeed, gadgets that were once the domain of science fiction are more widespread.
The future of encryption, in particular, is highly relevant to the practice of white collar crime specifically where these tools promote secrecy and security of data and communications.
Operation Tabernula
Operation Tabernula, the biggest insider dealing investigation in UK history which culminated in a trial at Southwark Crown Court in 2016, contained a number of these elements. The Prosecution used sharp trial graphics to present their case and made heavy play of the covert recordings from the bug placed in one of the defendant’s offices, producing conversations about trading. Several of the defendants utilised ‘pay as you go’ phones for communication and Ironkeys which the Prosecution argued was for added secrecy.
They were a disparate group, some conferring shorthand nicknames on others with several of them remaining strangers until they were all charged at Westminster Magistrates Court in 2012. The Ironkeys, seized in dawn raids from a couple of the defendants, allowed data to be securely held. The particular features of Ironkeys were that they would only allow a certain number of ‘guesses’ of a password upon which they would essentially self-destruct.
Investigators were able to trawl through emails before discovering, experimenting and hitting upon success with an Ironkey[3]. Dots were connected and a picture of allocation of trading profits was identified. This, the Prosecution argued, coupled with the use of pay as you go phones indicated that secrecy was being deployed in order to hide criminal activity, though the defendants denied this and the conclusion of the jury is not clear cut. They convicted two of the defendants, but acquitted three.
The benefit of assured privacy of data and confidential communication is obvious and obviously not always indicative of criminality. But technology has moved on substantially in recent years. In terms of communications, WhatsApp and Telegram on the ubiquitous smart phone are extremely popular. WhatsApp utilises encryption in sending messages meaning that they are stored in plain text only on the end devices and do not generally leave a readable digital record of the message between devices, unlike text messages on phones where a copy may be held on multiple servers for some time before deletion. Telegram is similar but its default method of authentication for users operates through a one-time password which is texted to a mobile phone. This has received criticism for its vulnerability to interception[4].
The smartphone
The smartphone now has the capacity to hold a huge volume of disparate data. It can be intercepted, whether by law enforcement or otherwise, but most are now protected by passcodes or, more recently fingerprints or facial recognition. The Regulation of Investigatory Powers Act 2000 in the UK provides for investigators to seek notices requiring disclosure of a passcode or similar but if a suspect refuses to play ball or is simply unable to assist, what can be done?
In the US, controversy surrounded FBI officers seeking to compel Apple to provide it with new software that would let investigators bypass the security systems and access the phones of individuals, since deceased, who had orchestrated a terrorist attack in San Bernadino, California. The assistance demanded would have enabled investigators to more efficiently ‘brute force’ the attempts at password combinations to access the phone’s data.
The more recent iPhones have increased the potential issues for law enforcement. Rather than the software throwing barriers in the way of decryption, the most recent iPhones now have a secure chip that stores the decryption key for the main memory of the phone; it effects an automatic time out of passcode attempts which makes ‘brute force’ attempts at log ins unfeasibly long, something the manufacturer cannot override.[5].
While law enforcement has pushed for smart phone makers to ensure that devices have back doors for their investigative purposes, in reality, the more pressing vulnerability is likely to come from aspects such as auto syncing of personal data to the cloud[6] or message routing through a hosting company’s network.
Cryptocurrency
What of the division of the spoils then? AML legislation and regulation has been a focus of successive governments and European cooperation making it increasingly difficult for conspirators. Large and unusual deposits into bank accounts may be met by Unexplained Wealth Orders. It will be interesting to see if cryptocurrency is utilised for this purpose. Cryptocurrencies are generated through the application of a computer’s processing power in a method known as mining. It certainly has been the subject of fraud in both nefarious imitations effecting fraud through Ponzi schemes seeking investment from naïve individuals and cybercrime with hackers attaching malware to victim computers in order to effect mining of bitcoin for themselves.
Cryptocurrency like bitcoin is held in virtual wallets and can be used to buy and sell certain goods and services just like other currencies. Bitcoins can also be changed into hard currency such as pounds or dollars through exchanges such as Mt Gox[7] (the victim of an infamous attack in recent years resulting in the compromising of several bitcoin wallets).
Transactions effected through bitcoin are logged publicly on a distributed ledger through a process known as blockchain. The data recorded includes the payee and payer wallet identifiers, the amount, the time[8]. But, importantly, there is no central record of wallet holders, no need, as with a bank account, to establish who you are and where you live, you can create a wallet with no personal information. And this means of course there will be no third party to assist law enforcement with any kind of freezing order, albeit the exchanges may be key in tracking the conversion to hard currency and identifying individuals. It remains to be seen how useful criminal property in the form of bitcoin could be and it is of course subject to the whims of the market. If others don’t want your bitcoin as payment, will it always be fungible enough to exchange for cash? And will that exchange be tracked?
We are at the vanguard of technological change and tech savvy lawyers may be among those in lockstep with the pace of change. The present is digital, what is the future to be?
Catherine Robinson
Solicitor
Byrne and Partners
Catherine is a solicitor, with a background in corporate regulation and investigations. Catherine graduated from La Trobe University in Melbourne Australia in 2007 and was admitted to practice in the state of Victoria in March 2009. Catherine worked in the Enforcement Directorate of the Australian Securities and Investments Commission assisting in and managing corporate criminal investigations. Catherine joined Byrne and Partners LLP in September 2012 after relocating to London and was admitted to practice as a solicitor of England and Wales after completion of the Qualified Lawyers Transfer Scheme in May 2014. Catherine has assisted clients in several criminal and regulatory matters, with a particular focus on market offences. Particular highlights have included:
[1] Madhumita Murgia, “SFO Expected to promote Ravn’s crime solving AI robot” FT.com
[2] Violet Blue, “Keyloggers: Beware this hidden threat”, https://www.pcworld.com/article/3199020/security/keyloggers-what-you-need-to-know-about-this-hidden-threat.html
[3]https://www.bloomberg.com/features/2016-operation-tabernula/
[5] https://www.apple.com/business/docs/iOS_Security_Guide.pdf
[6] Eric Pulaski “Five Key Strategies for Maintaining Centralized Control of Your Files” https://www.smartvault.com/resource/think-before-you-file-sync/
[7] Ben McLannahan “Bitcoin exchange Mt Gox files for bankruptcy protection” FT.com
[8] Investopedia, “Blockchain” Investopedia.com/terms
