Understand Your Rights. Solve Your Legal Problems
Tackling litigious cases is harder than they make it look in the movies; it requires persistence, thorough scrutiny and a creative mindset to worm your way through to an outcome you and your client are satisfied with. Lawyer Monthly speaks with Ryan Moore, who has overcome the challenges of litigation in order to achieve the best results for his clients and this insightful interview reveals his skills behind it.
You are licensed to practice in several states – how do these states differ in regard to their legal system and regulations?
Being licensed in multiple jurisdictions requires being familiar with a vast range of rules, laws, and procedures in each Court system, and being able to convey those differences to national and international business clients. For example, in Washington State, if a County forecloses on a tax lien and conducts a sale, a secured lender loses its redemption rights the day before the sale takes place. This is different from Massachusetts where lenders retain redemption rights after a tax sale. I try to identify these costly differences, when pertinent, between differing state laws for clients as quickly as possible.
Moreover, are there any regulations you think each state could adopt from others, in order to enhance their courts and litigation process?
As a litigator, I am frequently filing documents in State and Federal Courts. In Federal Courts, there is a nationwide electronic filing system called PACER that allows licensed lawyers to electronically file across the country. Many State Courts lack an electronic docket where you can access or upload documents which results in a lot of rush deliveries to Court. If States could implement a required, uniform electronic system for Courts, costs would lessen for clients, and lawyers’ level of efficiency in filing documents would increase. Unfortunately, many US State Courts may not have the money to implement such a system and still only accept pleadings by hand or mail, rather than electronically.
As Thought Leader, can you share the vital skills behind tackling appeal cases, when you clerked for an appellate judge?
I learned about mental toughness which is critical to tackling cases and practicing law, in general. My judge was a trailblazer for female attorneys in Boston, Massachusetts. When she graduated from Harvard Law, she was hired by a prominent Boston firm which refused to put her name on the door, stationery, or in the phone book. As a result of the adversity she faced, she was a tough mentor. She taught me how hard people fight for the privilege to practice law, and that I should never take that privilege for granted. Mental toughness is essential to evaluating an appellate case objectively, especially where both sides often attempt to pull at the reader’s sympathies and biases.
My judge and I examined every case together. I learned that judges, even though they often review a case for a shorter period of time than the attorneys on a case, master the facts too.
How did your Bachelor of Arts give you the skills to be ahead of your game when practising law?
My thesis focused on a particular style of creative writing which involved duelling arguments, and in a way, was a precursor to what I now do in Court most days. Like creative writing, legal advocacy writing, while only conveying one perspective, must catch the reader’s eye. It is the number one way that lawyers evaluate each other’s work. Successful legal writers are effective and pithy so a reader who is unaware of the case can quickly understand the position of the client. Writing simply about complex business litigation is easier said than done and represents a constant challenge that one can always continue to improve.
Can you share your most challenging case yet and how you overcame the posed challenge?
My most challenging case yet involved a real estate partnership that was falling apart
because its two founding partners no longer trusted each other. We represented one of the two founders. A multi-million dollar opportunity arose that our client explained to the other partners, but they thought he did not disclose the opportunity well enough. The litigation focused on whether the partner had a fiduciary duty to disclose the opportunity and, if so, whether his level of disclosure was adequate.
We overcame the many challenges of this case through preparation and developing our client’s story through discovery. We were also able to capitalise on an advancement clause which required the partnership, including the other partners who were adversaries, to pay our legal fees. If the other partners did not advance money for legal fees through capital calls, then their interest was diluted. We ended up getting a good result through the combination of defending the adequacy of our client’s disclosure while simultaneously diluting the partners to the point where they had almost zero control over the partnership. I find that creativity and approaching problems from different angles are critical skills in litigation.
Ryan S. Moore
Attorney
1601 Fifth Ave., Ste. 850
Seattle, WA 98101
P: (206) 596-7838 F: (206) 596-7839
www.houser-law.com
Ryan Moore is a litigation attorney in the Seattle, Washington office of Houser & Allison, APC, a law firm with 13 offices across the United States. Before joining Houser, he clerked for an appellate Massachusetts judge and then worked for several years at an international law firm in Boston, Massachusetts and Irvine, California as a litigation associate. He is licensed to practice law in three States -- Washington State, California, and Massachusetts -- and several Federal Courts. His practice includes representation of banks, loan servicers, hedge funds, close corporations, and individuals in commercial litigation.
Houser & Allison, APC Professional Corporation, is a commercial and business litigation law firm serving Fortune 500 companies as well as small businesses.
We maintain a competitive advantage by retaining experienced attorneys dedicated to providing superior legal service to each of our clients. Our practice continues to grow because of the excellent reputation we have developed over the years - a reputation our clients are not afraid to talk about.
Mr. Gunderson is a nationally known expert who has testified in multiple venues regarding intellectual property damages. Mr. Gunderson has testified in patent infringement disputes in a variety
of industries including Software, Semiconductor, Oil & Gas, Airline, Consumer Products and Telecommunications. In addition, Mr. Gunderson has taught classes at several universities on
intellectual property damages as well as presenting on damages topics for continuing legal education in a variety of forums. He discusses the changes he has seen in intellectual property damages
and the key behind working as a damages expert.
When did you begin your professional career as a damages expert?
I have been working in the damages assessment area since the early 1990s. Over the course of my career, I have been affiliated with specialised boutique consulting firms and large multi-disciplined consulting services organisations.
In 2012, I formed Echelon Analytics LLC. Echelon Analytics is comprised of a number of leaders in the financial consulting area, including significant experience in intellectual property infringement damages.
Over the past twenty plus years that you have completed analyses of intellectual property infringement damages, what are some of the general changes you have seen?
One general trend is the required detail to be included in damages expert reports. Early in my career, it was not uncommon, even in larger cases, for experts to issue damages reports that were much shorter even as little as 20 pages in length. Today it is not uncommon for damages reports to exceed 200 pages (over 1,000 footnotes), not including attached schedules.
The increased length is directly related to the increase in Daubert challenges to damages experts. Today, it is common that damages experts and other experts hired by both plaintiffs and defendants are the subject of Daubert challenges. These types of challenges have become a matter of course in many cases.
In the area of the intellectual property damages theory and analytics, what are some of the “hot button” issues that you have seen?
Many of the issues that appear to be current “hot button” issues have actually been considered in damages analysis and theory many years ago. As products have generally become more complex and sophisticated, and the number of large damage amounts being awarded by juries have grown, the courts have brought a heightened focus to light on these issues.
For example, in the patent infringement area, issues regarding when the entire market value rule is applicable, as well as in what cases an apportionment of the royalty base value is appropriate, have been a focus of the courts. As in the past, consideration of the entire market value rule and/or apportionment is important in each patent case. In my experience, it is the specific facts and circumstances of the case that determine the appropriateness of which damages methodology to employ.
Regarding apportionment, the Federal Circuit decided in the Mentor Graphics v. Eve-USA case, in March 2017, that when the lost profits damages Panduit factors are met, the factors incorporate into the analysis the value properly attributed to the patented features. The decision states that no further apportioning of lost profit damages was required when the jury returned its verdict by applying the Panduit factors.
Regarding settlement agreements, a recent Federal Circuit decision, Prism Tech. v. Sprint Spectrum, in March 2017, the Federal Circuit found that a settlement agreement involving the patented technology at issue can be probative of the technology’s value if that value was at issue in the earlier case. In its decision, the Federal Circuit noted that various factors may work to make a settlement payment of an earlier suit either too low or too high as to the patent valuation that is presented in a later suit. The Prism case states that it is the specifics of the settled case and the particular settlement agreement itself that should be considered and compared to the current case.
Another example of a change that has occurred in the patent damages arena is that the 25% rule of thumb, which had been used by many damages experts in reasonable-royalty analyses, was struck down. Just over six years ago, in a January 2011 Uniloc v. Microsoft case, the Federal Circuit stated that as a matter of Federal Circuit law the 25% rule of thumb is a “fundamentally flawed tool for determining a baseline royalty rate in a hypothetical negotiation”.
Any other recent issues in intellectual property infringement damages that you have seen developing?
Yes, I have seen more extensive use of fair, reasonable, and non-discriminatory, or FRAND, licensing arguments being made by damages experts. The analysis in such cases may involve the use of a modified Georgia-Pacific fifteen factor framework to determine a reasonable royalty.
In your opinion, what are a few important aspects of working as a damages expert in litigation disputes?
In my opinion, one important aspect of working effectively as a damages expert is the ability to inform the jury and client teams about the opinions the damage expert is providing as well as the damages concepts, theories, and related facts relied upon by the expert at the time of trial. It is important that damages experts have the necessary expertise to allow them to move forward in the case with confidence that the opinions provided are well supported by comprehensive research and insightful analysis.
Another important aspect of working as a damages expert is to bring an ability teach and to relate with the jury at the time of trial. One way this can be accomplished is by delivering what can be complex information in an organised and understandable manner. As a damages expert, my audiences, including juries, investors, government agencies, and the client teams I work with, will use that information and the opinions I provide to make important decisions.
Can you share a ‘nugget’ of advice which you think lawyers dealing with damages experts should be aware of?
One area which can be helpful is to get the damages expert involved in the case as early as is practical, given the discovery process and respective case scheduling. This can be useful to the end client and the litigation team, as it can allow me a further ability to request documentation or other information and providing a more detailed and informed understanding of the opinions I have formed and the basis that I have relied on in forming my opinions.
How do you think the TC Heartland decision will impact damages in intellectual property infringement cases?
This issue does not pertain specifically to the damages area, but it is an area that I have been watching develop as additional information becomes available. The TC Heartland case has the potential to alter where patent cases are ultimately litigated.
My understanding is that for decades, the Federal Circuit has taken a broad view of venue in patent cases, which gave patent holders the ability to bring suit in essentially any Federal District court. The May 2017 TC Heartland v. Kraft Food Group Brands decision by the Supreme Court has been referred to as major milestone in patent litigation. For example, in recent years, the Eastern District of Texas has been a venue of choice for thousands of patent infringement suits and has been the top venue preferred by many patent holders.
As of today, however, courts across the country appear to be divided on the significance of TC Heartland in guiding where patent suits may be filed. Some judges have denied motions to transfer based on the Supreme Court’s TC Heartland ruling, on the grounds that the decision did not change the law as to the proper venue for infringement matters. Other judges have found the TC Heartland ruling to be a major change in venue law.
How filing patterns may shift in the future and what impact the decision may have regarding where patent cases are ultimately litigated remains to be seen.
LANCE E. GUNDERSON
Managing Director
Lance Gunderson has over 22 years of experience in financial and litigation consulting. His area of expertise is intellectual property damages analysis and calculations including lost profit calculations, reasonable royalty determinations, and other intellectual property quantitative analysis such as valuations. Mr. Gunderson has provided financial analysis and valuation assessments on patent, trademark, trade secret, and copyright issues. Mr. Gunderson has testified numerous times in patent infringement disputes, trademark disputes, copyright disputes and false advertising disputes in both state and federal court. He has assisted in license negotiations and has been involved in technology transfer from Texas A&M University to the private sector. Mr. Gunderson also has testified on damages in breach of contract disputes.
In cycling, “echelon” refers to the most efficient alignment of the riders in a challenging crosswind. We believe that a group of proven professionals with deep, big-firm experience, an ability to simply communicate complex issues, and a focus on the things that really matter enhances the value we provide our clients.
We strive to deliver sound advice, reliable analysis, and cogent testimony.
We offer extensive big-firm experience from an agile platform, economically delivering informed insight and engagement efficiency to our clients in dispute-related matters. Our highly experienced and credentialed expert witnesses and consultants have demonstrated track records of working strategically with our clients in all phases of high-stakes disputes to best address each client’s unique circumstances.
We now speak to Alwyn Fredericks, who is a Partner at Cash Krugler Fredericks. Alwyn understands that lawyers, as a group, are sometimes viewed negatively, however, he states: “The truth of the matter is that lawyers help balance the equities between the powerful and the folks that are disenfranchised or harmed by others.”
“Most importantly, we speak for folks that can’t speak for themselves when their lives have been turned upside down by someone else’s negligence.”
“I am proud that people trust me to speak for them, proud to be a trial lawyer and I am proud of the work that we do at Cash Krugler Fredericks.” (this quotation does not appear on the pdf version)
He discusses personal injury litigation, how insurance companies and corporations fail to resolve litigation and the keys behind effective litigation.
What are common reasons you see misconduct regarding premises liability being taken to court?
Our firm has litigated two types of premises liability cases: negligent security and dangerous conditions. The negligent security cases usually involve the death or catastrophic injury of someone who is invited onto the property of a business as a guest. Typically, our client or our client's decedent is injured or killed by another person that should not have been on the premises for any reason. In these scenarios, the owner or person in control of the property is aware that dangerous individuals are accessing the property and they do nothing to restrict these folks or warn would-be victims of the presence of the dangerous individual.
The second type of case we litigate involves injury to our clients, due to a dangerous condition that is present on the premises. In these scenarios, the owner or operator of the premises either know or should have known of the potential dangers on the premises and should have corrected them. The failure to correct the situation on the premises is what usually gets the owner or occupier of the premises into trouble once someone is hurt.
Since graduating law school, how have you seen the legal sphere change? What change had the biggest impact?
The biggest change that I have come across has been the unwillingness of insurance companies and corporations to fairly resolve legitimate claims.
I cannot stress this enough; there has been a huge failure by these companies to fairly resolve such claims and this failure has led to an increase in litigation as insurance companies and corporations have pursued the strategy of deny, delay and defend.
Can you share the biggest challenge behind litigating traumatic brain injury cases and how you overcome this challenge?
The biggest challenge with traumatic brain injury cases is helping the defense and the jury see the injury suffered by the plaintiff. These injuries are not broken bones or herniated discs that you can see through some objective medical finding. Most of the time, injuries to the brain are at a microscopic level and even with the best technology, cannot be seen. I analogize the problem to shaken baby syndrome. You can't see the damage to the brain of the baby that's been shaken, but you know that the damage is there because the baby is no longer behaving like a normal infant. Another good example is the fact that you can’t see the damage to NFL players or people who have suffered multiple concussions until they die and an autopsy reveals the damage to the brain.
I try to help jurors and defendants see the injury through the use of demonstrative evidence (animations and scientific drawings), physician experts and family and friends. I find that the use of family, friends and particularly co-workers are best at explaining how the plaintiff is different than they were before the injury. While the science is great when we have it, hearing real life stories helps the average juror connect with the plaintiff’s problems.
As a frequent presenter at seminars, both locally and nationally, regarding effective litigation and trial techniques, can you share three top important techniques which are effective regardless of jurisdiction?
In order for me to take a case to trial, I need to have 1) a likable/believable plaintiff; 2) the ability to show that the money will do some good; and 3) a real injury.
The litmus test for the likable plaintiff is simple — if I don’t like them and my staff does not like them, the jury will not like them. That test also works with believability of the plaintiff’s story.
The belief that the money will do some good means that we must show the jury that compensating the plaintiff is the right thing to do for two reasons. First, because they deserve it as they have suffered an injury, and second, showing that the money will do some good.
Finally, we must have a real injury. I think that element speaks for itself. You can’t go in front of a jury trying to make more of an injury than it is. Importantly, you must have an injury that the jury can truly appreciate and impacts the plaintiff’s life. If you don’t have a real injury that you can show, the jury will feel as if you are wasting their time.
You are recognised as a top litigator in Georgia; as Thought Leader, can you share the skills needed to maintain this title?
Hard work and integrity/ethics. Litigation is hard work. You can’t cut corners. You just have to roll up your sleeves and work your case. You can never trade in your integrity/ethics for a quick buck. The art of being a good litigator is understanding that that your career is a marathon and not a sprint. Don’t trade your ethics or integrity for anything. At Cash Krugler Fredericks, we believe that our name and our word is extremely important.
Alwyn Fredericks
Partner
404-659-1710
Alwyn Fredericks graduated from Mercer University Law School in 1998. His practice areas include auto and trucking accidents, medical malpractice, fire and explosion cases and premises liability actions. Mr. Fredericks has a sub specialty in litigating traumatic brain injury cases and has successfully tried several brain injury cases obtaining substantial verdicts for his clients. He is a member of the Executive Committee of the Georgia Trial Lawyers Association and a former member of the Editorial Board of Verdict, a magazine of the Georgia Trial Lawyers Association.
Cash Krugler Fredericks represents victims and their families who have been seriously injured or killed as a result of the negligence or intentional misconduct of others. The firm represents clients throughout the state of Georgia and in states across the country.
The new General Data Protection Regulation (GDPR) come into force in May 2018. Employment Partner, Richard Thomas, and Commercial Associate, Maria Coggins, from commercial law firm Capital Law, look at what businesses and individuals need to know.
What is GDPR?
On 25th May 2018, the General Data Protection Regulation (GDPR) will come into force, replacing the Data Protection Act 1998. This will be the most significant change in data protection law in the last 20 years. It will change the way organisations are able to capture, use and share personal data – both within their business and externally.
Does this apply to all businesses?
Yes. All organisations – regardless of sector or size – will have to comply with the new GDPR. There’s no small business exemption.
This isn’t just important for employers – the GDPR apply across the board. Most businesses operating in the UK, from SME’s to global franchises and public-sector bodies, hold information about individuals (employees, customers or anyone else) and will be affected by the new law.
What are the significant changes?
Traditionally, organisations have relied on consent to process personal data. This is usually through clauses in employment contracts or terms and conditions, stating that individuals consent to their data being processed. Under GDPR, this type of consent will be much more difficult to rely on, as it’s unlikely to be considered ‘freely given’ – a requirement under the new law.
For employers, this’ll mean thinking more carefully about the legitimate business reasons for collecting and using employee data, and relying on these reasons – rather than consent. Businesses will also need to consider the grounds on which they process other types of personal data, like customer information.
The GDPR provides several other legitimate reasons for processing personal data – but when these don’t apply, and businesses can only process based on consent, they’ll need to review how this is obtained.
Employers will also have to provide ‘Fair Processing Notices’ – setting out, in clear detail, why they’re collecting and processing data. For other data, businesses might already provide these notices in documents like privacy policies – but they should review these in line with the new law. A Fair Processing Notice will need to include details like:
· The purpose and legal basis for data processing
· The categories of data being processed
· The recipients of the data
· Information confirming the data subject's legal rights and their right to lodge a complaint with the Supervisory Authority (in the UK, this is the Information Commissioner).
This increased level of transparency will require a big culture change – and is something all businesses will have to get used to.
Reporting certain data breaches will also become increasingly important for all organisations. GDPR will introduce a new legal duty to formally report certain types of data breaches within 72 hours of becoming aware of the breach. If a data breach could risk an individual’s confidentiality or financial position, organisations must notify the ICO within 72 hours, and could be fined if they don’t. This is another significant change – and all organisations should train staff to understand what could constitute a data breach.
What happens if the new GDPR aren’t followed?
Once the regulations come in, all organisations must be compliant.
Failing to comply with the new regulations could leave any organisation open to enforcement action which could damage their public reputation – as well as their bank balance. The maximum penalty could be up to £17m – or 4% of global turnover, whichever is higher.
Individuals will also become increasingly aware of their rights under the GDPR – and are likely to complain if they suspect a breach. The ICO will take complaints seriously, and are likely to come down hard on organisations who haven’t reported any breach themselves. Businesses could be opening themselves up to two fines – one for not reporting a breach, and the other for the breach itself.
How can Capital Law help?
We take a hands-on approach to assisting with the changes required under the GDPR, advising not just on the letter of the law, but also giving practical guidance on how to prepare for the new regime.
We can help you to consider:
· How the changes will require more than a simple update to data protection policies
· Why employers will find it much harder to rely on consent
· How the new legal rights for individuals could impact core projects/procedures
· Data Protection Officers – do you need one and what’s their role?
· Difficulties surrounding data for marketing purposes
· The impact it will have on Corporate Governance
· New enforcement actions.
We’re also hosting workshops that’ll equip you with detailed knowledge of how GDPR affects your organisation, and what you need to do to ensure compliance.
To book on to our courses, or to find out more, visit our webpage: www.capitallaw.co.uk/services/general-data-protection-regulations.
Richard Thomas
Partner
Maria Coggins
Associate
Richard graduated from London School of Economics before returning to his home town of Cardiff to commence his legal career.
Richard has a particular interest in the health sector; he worked as an “in house” lawyer for NHS Wales for a number of years, advising them on a variety of employment law issues.
He advises on a wide range of individual and collective employment law issues including:
· corporate acquisitions
· disposals
· mergers
· outsourcing
· restructuring – including collective redundancies and consultations
· trade union issues.
Maria trained as a solicitor at Capital Law and works in the Corporate and Commercial team with a dual specialism in commercial work and corporate restructuring. Maria advises clients in respect of supply agreements, terms and conditions, commercial joint ventures, agency and distribution agreements and a range of regulatory and compliance matters. She completed a ten-month secondment with France Telecom Orange in their Group Fraud and Revenue Assurance team and delivers training to clients on effective legal risk management.
Welsh with a global outlook, Capital Law offers clear, insightful advice that is commercial and relevant. Capital specialises in providing legal and professional services to trading organisations throughout the UK, Europe and beyond. Its legal expertise spans both public and private sectors, for a wide range of clients; from multi-nationals to tech start-ups. Its main areas of practice are employment, property, corporate and commercial, and commercial disputes. Capital is the only law firm in Wales to have an integrated management consultancy business, Capital People, allowing it to provide comprehensive training and consultancy alongside excellent legal advice.
Preventing financial risks is of upmost importance for businesses and ensuring stability remains throughout the corporation requires many things to be perfected; perfecting contracts, running contractual audits and ensuring you are up to date on tax legislation are all art of the lengthy process. This month we speak with Any-G. Ika Raymond, who reveals how his legal assistance stand out to meet his client’s corporate needs.
How do you ensure that your legal assistance is versatile and stands out from the rest?
After 22 years of legal practice I have come to a point that makes me apprehend the “science” of legal advisory on a different angle. In a normal world, people generally seek advice from wise men or wise women. You never seek advice from an unconscious or a silly man or from an ignorant. The legal adviser must consider himself as that wise man who provides useful advice in order to meet the specific needs of a client. While giving advice, the wise man will be prudent, concise and sharp. In that perspective, we always take into account issues like tax and all business-related aspects of our client’s project when providing corporate law advice.
Corporate law cases can mean big losses for your clients, how do you consider their needs and the legal action needed?
The ultimate goal when providing legal advice is to anticipate all risks inherent to the client’s project by making the provisions in the contract clear, simple and not subject to misinterpretations. The recourse to arbitration when permissible is highly appreciated.
What are the biggest challenges regarding corporate tax law and how do you guarantee you overcome those challenges?
The biggest challenges associated with corporate tax law remain to be the complexity of the tax assessment and filing mechanisms, and the proliferation of government tax audits these last five years causing fiscal tension. In order to mitigate the side effects of this, we run informal contractual audits to detect possible fiscal risk, issue spontaneous flash news on changes in tax legislation that directly affects our clients’ businesses, and we also conduct tax optimisation processes to distress fiscal tension.
Throughout your years of experience, how has African financial corporate law shifted? Are there any changes you would want to see help your clients?
African financial corporate law has not changed much in the last ten years. However, some “cold” reforms have been made in some areas during recent corporate law changes, in particular in the area of financial securities regulations. The idea was to take into account obstacles met by counsels and companies when doing business in the OHADA countries by passing laws that are more business friendly. Those law integrates some Anglo-Saxon concepts of the financial law.
Your firm counsels across a range of many offices; how do you keep consistent service throughout these, and diversify efforts throughout your teams?
We are taking advantage of the African uniform business law, also termed as OHODA, by putting in place an integrated approach of business counseling. We worked over the years in order to put in place a customised legal service, by creating unprecedented international legal resources and by hunting high profile legal specialists with strong knowledge of the local constraints in the legal practice industries and the local environment (legal, economy and political) as a whole in each jurisdiction we cover.
What is the most rewarding aspect of your role?
As a conductor of the orchestra, it is my duty to make sure the performance indicators we have internally agreed is constantly monitored and implemented for the benefit of our clients.
Any-G. Ika Raymond, LL.M, JSD, PgDip, MCIArb
Counselor at Law/Tax Adviser
Partner
6, rue Cannas sur Jasmins, Cocody Danga
Any.raymond@anyraypartners.com
www.anyraypartners.com
Tel: +225 22 444 524
(U.S); +229 65 590 600
Ika Raymond Any-Gbayere has more than twenty years of experience out of which five were spent with PricewaterhouseCoopers and eight years with Unilever Cote d'Ivoire.
With PwC Ika R. Any-Gbayere respectively held the position of senior tax consultant and Tax manager responsible for oil, mining and financial activities. He supervised several mergers and acquisitions, due diligence, tax reviews and compliance works for a number of multinational companies. He advised international clients on investment projects and cross borders corporate and financial deals.
With Unilever, he supervised the merger of three companies (out of which was one listed Company), handled liquidations, take over and disposals within the group. Being the Executive Board Secretary of Unilever Francophone Africa and the corporate counsel of the group, he advised the company officers on several corporate and tax matters and participated in the company general strategy.
Ika R. Any-Gbayere graduated from the University of California at Berkeley (USA) and from the University of Queen Marry in London (UK) where he received respectively an LL.M degree and a PgDip in International Commercial Arbitration. He also holds a post graduate degree in Business law from the University of Abidjan in Cote d'Ivoire and a Certificate in English law from the London School of Economics and Political Science.
Ika R. Any-Gbayere is currently member of the Chartered Institute of Arbitrators of London and tax lecturer at the University of Abidjan in Cote d'Ivoire.
AnyRay&Partners is a corporate advisory law firm that focuses its practice on corporate law, tax, finance, business reorganisations and corporate deals. The firm is guided by the principles of excellence and professionalism and has established a strong regional and international network in order to meet the needs of its clients.
The firm's main clients are multinational corporations involved in telecommunications, industrial, banking and financial activities as well as private and state-owned entities. The firm's main international clients are US, UK and South African corporations as well as US leading law firms involved in complex corporate and financial projects in the region.
Law school, along with medicine, is considered one of the highest prestige careers in the United States, as well as one of the best paying jobs. However, it sees significant attrition from those who cannot attract new clients, don’t win enough cases or quit because the 60-80-hour work weeks are not conducive to having a family, the latter the reason why so many women leave the partner track in their thirties so they can have children. Let’s look at four alternate career choices for lawyers.
Legal Compliance in Business
Do our contracts contain legally valid and enforceable provisions? Are we asking people to sign non-disclosure agreements that prevent them from working in their field for so long that they can sue us for trying to enforce it? Are we allowed to push these requirements onto our suppliers? Lawyers are ideally suited to answering these questions, which is why they can move from contract review departments in law firms – often seen as a dead end for one’s career – to legal compliance departments for companies.
Civic Roles
Former lawyers should consider getting an online masters in public administration so that they are considered more qualified to work in public planning, policy, and administration. This prepares you for sitting on the planning commission or zoning board. It prepares you for handling challenges related to building code enforcement or complaints from citizens. In some cases, attorneys run for political office because of how well they know the law. Completing an online MPA program lets you stand out from the standard lawyer that many in the public distrust, blaming lawyers for writing complex, convoluted laws and regulations that necessitate hiring an attorney to understand.
Human Resources
Lawyers can work in Human Resources, especially when they are not handling onboarding and interviewing tasks. For example, job listings should be reviewed by attorneys prior to their posting to avoid violating EEOC or other federal guidelines. Legal professionals should work with managers when typing up performance reviews or disciplinary actions to stay on the right side of the law. In many cases, they are ensuring that companies are collecting the legally required information for the EEOC on employee demographics without asking questions that are against the law.
Lawyers are often part of HR departments for handling the most serious situations, such as firing employees for cause or mass layoffs. They may be the ones issuing the pink slip, or they are the ones advising people of their legal rights and obligations.
Supply Chain
Whether drafting requests for quotes, requests for proposals, supplier contracts or purchase agreements, many attorneys find work in the company’s supply chain department. This is aside from the logical place they have when disputing whether products meet the contractually mandated requirements or dealing with slow paying customers or suppliers who deliver late.
Conclusion
Many former lawyers are working in corporate America’s Human Resources, Purchasing and Sales departments. Some work in positions ensuring companies meet various sets of regulations and rules, whether voluntary like CMMI or mandatory like financial legislation. A popular option is in public service, whether seeking public office or working in public administration.
Private equity firm Kleoss Capital announced that they had bought a stake in one of the largest debt counselling firms in South Africa, Debt Rescue.
“We are delighted to have Kleoss Capital on board. We were impressed by their methodological approach to investing and thoroughness during the due diligence phase. We look forward to the strategic partnership and the invaluable inputs Kleoss Capital will be able to make in our already strong management team”, said the CEO of Debt Rescue, Neil Roets.
Roets expanded: “We have twice been voted the best debt counselling firm in South Africa by both the public and by the major role players in our industry which included the major banks.
“By having Kleoss Capital on board, we have access to the brightest and the best minds who have the ability to assist us to build on our success and take the business to the next level. Kleoss Capital is also a 100% black owned and managed investment manager.”
With Debt Rescue ready to expand and venture onto new, wider paths, Roets said Kleoss Capital approached Debt Rescue as they viewed the company at the pinnacle of their field and under the impression that the company offered a high level of potential in regard to growth.
Hale Matsipa together with Andile Keta and private equity practitioner, Zain Laher founded Kleoss Capital, a R1.2 billion growth equity fund, in 2014.
“We decided to join forces because we wanted to create a business where we could put the expertise that we had learnt in our banking environment to full use.
“We wanted an arena where deal sourcing, deal structuring, debt and capital raising and acting in an advisory capacity to clients who wanted to dispose of their businesses was our main focus.
“We were confident that we had the requisite skills and the experience to raise sufficient capital to get an investment business up and running by bringing our expertise to the table to grow whatever businesses we chose to invest in to create value for our investors.”
Matsipa expanded, by saying: “We believe Debt Rescue has a bright future and is ready for the next phase of its corporate life where we see the business growing to generate solid returns for our investors. We believe that in Debt Rescue we have a solid platform for improving the lives of the millions of over indebted South Africans.”
Khumovest was appointed by the shareholders of Debt Rescue to manage the sale process and act as their financial adviser. Based on this mandate, Khumovest approached a number of potential investors with the investment opportunity and eventually brokered the deal between Kleoss and Debt Rescue. Key individuals that assisted with the transaction were: Thurstan Moodley (Managing Partner) and Ratirelo Mothobi (Managing Partner) who led the transaction team from Khumovest, assisted by Priyan Padayichie (Associate).
Nearly seven years after the start of the court review of the exchange ratio applied to the merger of IMMOEAST and IMMOFINANZ, IMMOFINANZ has reached an agreement in principle through out-of-court negotiations with most of the claimants and the representatives appointed for the respective shareholder groups to terminate these proceedings through settlement. The agreement in principle by the involved parties reflects a recommendation by the committee appointed by the commercial court in Vienna to review the exchange ratio.
“IMMOFINANZ intends to create legal certainty with this step and, in this way, avoid an ongoing legal dispute. Following the termination of legal proceedings with investors, this settlement over the review of the exchange ratio would end the last historical legal dispute at the shareholder level”, explained Oliver Schumy, CEO of IMMOFINANZ.
The agreement in principle, which has to be finally approved by all claimants, calls for a compensation payment to former IMMOEAST shareholders through the issue of 30,019,578 additional shares of IMMOFINANZ (ISIN AT0000809058) at a ratio of 0.088 shares of IMMOFINANZ AG for each former IMMOEAST share (ISIN Code AT000A0GYT7). Approximately 341.1 million former IMMOEAST shares would be entitled to receive this settlement. The compensation payment would amount to approx. EUR 54 million in total (based on a share price of EUR 1.80).
Bpv Hügel advised IMMOFINANZ AG. We conducted the settlement negotiations and structured the settlement terms and its execution along with comprehensive advice on corporate law and capital markets law aspects, in particular on the compensation by shares first time applied in the market; bpv Hügel already advised on the merger in 2010, represented in the review proceedings.
Under the Austrian Stock Corporation Act the exchange ratio of a merger can be challenged and reviewed in court proceedings taking place after the execution of the merger. The review proceedings, which started already 2010, have been settled. The settlement provides for compensation to the group of former IMMOEAST shareholders through distribution of additional IMMOFINANZ shares at a ratio of 0.088 IMMOFINANZ share per former IMMOEAST share. Approximately 340.7 million IMMOEAST shares were entitled to participate in the settlement. In total, approx. 30 million shares have been distributed out of treasury shares and as new shares from a share capital increase (authorized share capital). The compensation with shares has been applied the first time in review proceedings in Austria.
“We are delighted to advise IMMOFINANZ on this settlement and the compensation by additional shares, first time applied in the market, which also underlines the leading position of our firm representing listed companies in review proceedings of exchange ratios and squeeze-out compensations”, comments Partner Christoph Nauer. His team consisted of: Hanns F. Hügel (Partner, corporate/tax), Daniel Reiter (Attorney, corporate/capital markets), Walter Loukota (Attorney, tax), Kornelia Wittmann (Attorney, tax), Dominik Geyer (Attorney, litigation), Andreas Krist (Associate, corporate/capital markets) and Roland Juill (Associate, corporate/capital markets).
Advisor comments:
IK Investment Partners (IK) is pleased to announce that the IK Small Cap I Fund has reached an agreement with the founder to acquire Messerschmitt Systems AG (“Messerschmitt Systems” or “the Company”), a leading provider of access control and customised guest room management systems for the global hotel industry. Financial terms of the transaction are not disclosed.
Founded in 1994, Messerschmitt Systems has gained a reputation for combining system integration and product design, providing its clients with cutting-edge solutions which increase guest comfort and save energy. The Company’s multifunctional ‘Room Management Systems’ and innovative ‘Access Control Systems’ are trusted by more than 2,000 hotels worldwide. Founded by Hartmut Messerschmitt, the Company has grown into a leader within its niche with a fully integrated value chain from development, engineering and manufacturing to supply, installation and the related aftersales market.
“For more than 20 years, Messerschmitt Systems has set the standards in access control and guest room management systems for the premium and upscale hotel industry. It has truly been an extraordinary journey to take part of. The Company now enters its next phase of development, with Jürgen Roth as the CEO and IK as their partner. This gives me great confidence in the future of the Company,” said Hartmut Messerschmitt, Founder of Messerschmitt Systems.
“As the founder and former CEO of Messerschmitt Systems we would like to thank Hartmut Messerschmitt for his outstanding contribution to Messerschmitt Systems over the many years. Messerschmitt Systems is well-positioned to further capitalise on the growth opportunities in our sector by entering into new geographies and developing our business model. We are pleased to be working with IK given their considerable experience of growing businesses and international network,” said Jürgen Roth, CEO of Messerschmitt Systems.
“We had identified Messerschmitt Systems as a business with a very good product and service portfolio as well as a strong niche market position in an attractive market environment driven by hotel developments and renovations, resulting in a long-term profitable growth track record. The Company has a well-diversified customer base as well as a platform for international expansion. We thank Hartmut Messerschmitt for his trust in IK to continue the development of his company and we are excited to support Jürgen Roth and his team to further strengthen the Company’s position and drive growth,” said Anders Petersson, Partner at IK Investment Partners and advisor to the IK Small Cap I Fund.
Ebner Stolz as a company rendered Financial Due Diligence services to IK and Claus Baehre headed the team.
The GualapackGroup announced the acquisition of the Mexican converter Excel Nobleza S.A.P.I. de C.V.
The GualapackGroup will be leading the company into new business ventures in partnership with the Herrero Family, its original founder, which will remain in the management of the company.
With this acquisition, the Group establishes a laminates manufacturing presence in Mexico, demonstrates its strategy to expand globally in selected markets and reinforces its position on the American continent.
“This acquisition is a strategic fit for both Excel Nobleza and the GualapackGroup” explained Michele Guala, CEO of the Group. “The companies have complementary technologies, product portfolio and R&D resources that will enable the combined entity to provide a broader product offering, an improved innovation and development capacity from a more versatile, regional manufacturing footprint. It is also an exciting and significant step for the GualapackGroup, to acquire an integrated company committed to high quality printing laminates that offers our business the right growth platform to deliver the best products and services to valuable customers” added Michele Guala.
Four Partners Advisory acted as sole financial adviser to the GualapackGroup.
The GualapackGroup is the world leader of spouted pouches and filling machinery and a key global player of the flexible packaging industry. To date, it operates with direct manufacturing sites in Western and Central Europe (4), Ukraine, Latin America (2), Mexico and through joint ventures in the USA (1) and the Far East (2).
