Intellectual Property (IP) has undergone changes, correlating with the rapid developments in technology, inventions and open source software; it has never been more important to be ahead of the game when regarding patents and small print. We speak with Chris Holt, who has over 15 years’ experience as a patent attorney. He reveals where companies often slip up when regarding trademarks and how companies waste money by not thinking on an international level.

With data being readily available and easily accessible, how have you seen the IP world change?

There was a time not so long ago when many companies were willing to invest significant and sometimes outrageous amounts of money in creating as many intellectual property assets as reasonably possible. The adopted philosophy for many was to file first and evaluate asset value later. Unfortunately, many companies came to understand the susceptibility of this approach to lead to waste.

Information service providers have recognised that a strong commercial opportunity lies in deriving knowledge from publicly available IP data sets. For example, from public data sets the patent allowance history of most any patent examiner can be derived. This information supports the creation of knowledge about whether a patent is likely to be granted in a pending application, when a patent is likely to be granted, and whether a granted patent is likely to have any significant legal value.  This and many other categories of IP analytics are rapidly changing how companies manage their IP investments.

The day is rapidly approaching when a company that does not make analytics informed IP decisions will be at a significant competitive disadvantage.

What more do you think can be done to ensure data services and products are better protected against copyrighting? How do you see the IP scope evolving in the next few years?

Information service providers that specialise in analytics based on publicly available data sets should probably accept the fact that there will be some competitive risk. There are important areas beyond data content where it is important to invest enough product development dollars to maintain a competitive edge.

For example, a constant stream of quality innovation is a great way to hold competitors at bay. Customers appreciate having the latest and greatest capabilities. If you are always one step behind the cutting edge, you will not succeed.

Another weapon against competition is insistence on a high data quality standard. Much of the data that comes from public sources is messy and requires significant clean up. Customers will always prefer a provider that goes the extra mile in this area.

Finally, excellent customer service is critical. Companies appreciate easy accessibility to experts that understand the data and tools with which they are working. They appreciate customised insight into how certain analytics can be incorporated effectively into their own workflow.

What do you think is the best way for companies to ensure they adhere to all the small print of another organisation’s patent and trademarking?

This really becomes a question of risk management. A company could spend unlimited resources and never completely eliminate all risk in this category. A good approach is to periodically assemble a group whose task it is to brainstorm all areas within the business where an IP encroachment might arise. Depending upon the sophistication of the group in terms of IP knowledge, it might worth hiring an IP specialist come to speak about the range of areas in which IP challenges might arise within the specific context of the business. It might also be worth having an IP specialist help to create an understanding of the level of risk associated with each item on the list.

There will likely be some items on the list where risk will be easy alleviated. For example, it may be as easy as finding and complying with a competitor’s brand style guide to perfect a product reference within a piece of marketing material; it might be worth getting a quick legal opinion as to the appropriateness of the product reference. Other items on the list may present a bigger challenge, for example, if it is desired to ascertain whether a new product concept might infringe a product of another, it could be a good idea to consult with a patent professional.

What do you think is the best way to keep on top of the IP sector on an international basis?

I think an excellent approach here is to periodically invite an IP professional to give a presentation from all jurisdictions where you have a market outside your own jurisdiction.  Most law firms would likely be willing to provide someone to provide this service for free or for a reasonable fee. If you have an IP attorney in your own jurisdiction that you trust, he/she should be easily able to help you find a reputable attorney in almost any other jurisdiction.

How often do companies disregard the differences of international IP, and only consider it on a national basis? What problems can this pose?

As part of my role as a patent analytics specialist, I am in a position to easily compare how long it takes companies inside and outside the US to obtain patents in the US. What we often see is that companies outside the US tend to gravitate to use the same strategy negotiating with the examiner as they utilised in their own jurisdiction. This can be a drastic mistake. For example, some companies in Japan make very small claim amendments that rarely are effective in the US. This significantly prolongs the process of getting a US patent and therefore increases the cost. There are information tools in the market now that make it easy to see examples of claims that have been previously allowed even by a specific patent examiner. A little bit of understanding can go a long way when it comes to spending money as efficiently and effectively as possible.

Again, having someone speak to you specifically about the differences is a great way to stay aware of possible caveats.

What should companies look for in regards to their IP property solutions?

Companies seeking solutions to enhance their IP workflow, should work with a provider that is committed to this space, in terms of investment in new IP solutions, product enhancements, customer service and support.

Being that trusted advisor and thought leadership provider in the IP space is mutually beneficial as it allows for a dialogue between client and service provider, which in itself promotes innovation leading to better IP solutions for IP Professionals.

Is there anything else you would like to add?

LexisNexis IP Solutions is organising a webinar on 2^nd March where Chris Holt takes a closer look at foreign filing at the USPTO, he uses statistics on art units, examiners, Office actions, RCE’s and law firms which reveals insight in how the USPTO works and how you can benefit from this knowledge for your own filing strategy.

We gain insight into food regulation with Joan Sylvain Baughan; her combination of international experience and degrees in microbiology and medical technology enhances her ability to assist clients with matters involving the safety and regulatory status of materials used in contact with food, drugs, and medical devices globally. She speaks on the American regulations regarding food and drugs and how this differs in other jurisdictions.

Have regulations into food health and safety tightened since you first began practicing law?

My practice focuses on the regulation of materials used in contact with food and drugs. This is a very specific area, which has evolved and changed dramatically since I first began practicing law. In the United States, the way in which the Food and Drug Administration (FDA) regulates food-contact materials has moved from a system of notice and comment rulemaking to a Food Contact Notification (FCN) system. The FCN System is far more efficient and effective, and it offers a faster path to regulatory clearances for food-contact materials; however, FCNclearances are proprietary, so that a FCN clearance is only valid for the manufacturer identified in the FCN (and that manufacturer’s customers). This system enables FDA to review information on each individual manufacturer’s process to ensure safety.

How does this compare to other countries surrounding the US? Do you think any regulations should be adopted in the US?

During this same time frame, the authorities in other jurisdictions throughout the world (the European Union (EU), China, Japan, Korea, South America, etc.) have been developing and/or updating their own systems for regulating food-contact materials. Many of these jurisdictions previously had no specific regulations in this area, and most are looking to the US FDA as a source of guidance in determining the criteria to use when evaluating the safety of materials for use in contact with food. For the most part, however, while applying similar safety criteria, other countries have not adopted the same type of proprietary system adopted under FDA’s FCN program. Rather, other countries still tend to implement a system of adopting generic clearances for food-contact materials by way of “positive lists” of permitted substances that apply to all manufacturers.

What issues do you commonly deal with in the food health and safety sectors?

A common issue in the food-contact area is the problem of public perception, or misunderstanding, of the safety of certain materials for food-contact use. Rather than relying on sound science to determine whether something is safe for its intended use, all too often we see reliance on unsupported assertions designed to frighten consumers. In the United States, FDA recently amended its regulation on the eligibility criteria for substances that may be considered ‘Generally Recognised as Safe’ (GRAS). The new rule updates and clarifies the types of scientific data and information that can properly be relied upon to support a GRAS determination for the use of a given material. While it’s unlikely that the general public will apply (or even be aware of) these criteria, those in the regulated industry have the benefit of understanding FDA’s thinking in this regard, which focuses on correctly applying scientific principles.

What can companies do to reduce the chances of them being involved in cases involving the said issues above?

Evaluating the safety of and establishing a suitable regulatory status for the intended use of a food-contact material early in the product development stage, maintaining excellent records, and properly communicating regulatory compliance information along the supply chain are the best ways to avoid problems.

How different are the EU regulations in comparison to the FDA’s? Are there any regulations you think the FDA should adopt from the EU?

Both the EU and the US FDA have adopted systems that are based on safety, but the way in which this is achieved is vastly different in the two jurisdictions. At the risk of over-simplifying, both jurisdictions look at the amount of a particular substance that may migrate from a food-contact material into food, but the data needed to assess the potential for migration, and the corresponding toxicology data needed to support the safety of the substance for the intended use, differ. The “form” of the ultimate decision to permit the use of a particular material differs, as well (as mentioned above, the EU has a generic ‘positive list’ system while the US FDA now regulates new food-contact materials by way of a proprietary food-contact notification system). I can’t say that either jurisdiction should adopt regulations from the other, but I would certainly support a joint effort to harmonise the requirements worldwide.

We have the pleasure of speaking with the General Counsel of MVF, the customer generation specialists who find large volumes of customers for some of the world's biggest brands, including Salesforce and WorldPay.

Currently Tom Worner’s role is widely diverse; a speciality of his is M&A and he has made the acquisition process easy and transparent for vendors, especially when they are not part of big corporate machines and are nervous about the sales process. He has developed M&A strategies for acquiring lots of businesses at once, whilst managing the challenges of a business with rapid growth; MVF is doubling in size each year, as well as constantly adding new markets, each with their own different challenges and so Tom speaks to us about how he keeps on top his demanding role. He also reveals tips on producing a good M&A strategy and his stance on technology replacing people in the M&A process.

As GC of a company that requires you to maintain a variety of tasks, what legal aspects are your favourite to deal with and why?

Probably the acquisitions we work on. Not only because M&A is a central part of our growth strategy (so the work is adding real value), but also because each deal is different, and comes with its own quirks and challenges.

Riding the highs and lows that any acquisition invariably throws at you, but reaching the finishing line (at whatever time of the day or night that may be!), is a tremendous feeling.

And it’s fortunate that I relish the work – because we’re looking to acquire at least 6 businesses a year!

Aside from M&A, I still enjoy getting on the phone and negotiating contracts from time to time; the bread and butter of every in-house lawyer.

How easy can it be to lose grasp of all the different international legal issues at hand and how do you overcome this to ensure it doesn’t happen?

Very easy, I would imagine! We have clients worldwide, and our marketing activity reaches over 120 countries, so different jurisdictions and cross-border matters often pose challenges, and particularly so as we’re growing at such a rapid rate.

It’s critical for us to have a clear grasp of the different legal and regulatory regimes affecting our business. For this reason, for example, we have in place a process for assessing new markets and products, and the legal team is involved in this process from an early stage.

It is also important to recognise what you don’t know, and bring in the right expertise when you need to. Over the past year, we’ve instructed regulatory lawyers in the US, Canada, Australia, South Africa, and Europe.

With technology ever-changing, how does this affect the legal side of things for you?

One of our core values is around innovation and challenging the status quo, so we’re often looking at how we can incorporate new technologies in our business, or use them to improve our systems and processes.

That extends to the legal team. For example, we recently looked at a contract review tool that uses artificial intelligence (AI).

I’m sure we’re going to see the continued rise of AI in law, and other innovations from the legal tech space. Any solution that can take on repetitive, routine work, freeing up lawyers’ time for more complex or impactful matters, has got to be beneficial.

What are key points to follow when developing an M&A strategy for acquiring lots of businesses at once?

Strategically, understand what types of businesses you want to acquire and why. You can’t buy – or even look at – everything. Also, understand and define what would constitute a good, successful deal for you.

From the outset, start to plan the integration. Don’t wait. If you’re able to speak with the employees of the target business ahead of time (and that isn’t always possible of course), then you should absolutely do this. Acquisitions can create uncertainty and nervousness among buyers and sellers alike, and so the more information you can share early on, the more invested and supportive both parties’ staff will be.

One size doesn’t fit all, and so tailor your approach to the target business, and the sellers. For example, buying from corporates can be very different from buying from entrepreneurial founders. Founders have built their businesses from the ground up, and generally have a more emotional attachment to them.

Goldman Sachs reported they are planning to use technology to improve M&A deals; can you comment on this? Do you think this would be something you would be open to adopting, or will it eliminate the important people behind a successful M&A transaction?

At a certain level, technology has a place, of course. I think one of the articles referred to technology reducing “grunt work”. Ultimately, however, it is people and the human touch, that get deals over the line, and get them off the ground in the first place. Technology can’t build trust and credibility between buyers and sellers, or replicate EQ and that all-important emotional connection.

As a tech and marketing company, how important is it to ensure you are cyber-secure; (without disclosing too much information, of course) do you have a protocol in place for when you are dealing with an important M&A process?

Traditionally, cyber-security was a bit of an esoteric topic for techies, and perhaps some lawyers with a particular interest in the subject. Now, partly due to the rise in high-profile data breaches, cyber-security is a recurring item on the Board agenda (for all businesses, not just tech and marketing companies), and that’s certainly the case in our business.

Because the threats and risks around cyber-security are ever-evolving, we keep our practices for the entire business (not just for our M&A activity) under constant review.

What piece of advice would you give to someone who is inspiring to be a successful GC?

Generally, substantive knowledge can be learned or bought, so focus on developing the right blend of soft skills.

I was at an event last year, and one of the presenters cited the following as the must-have attributes and skills of all in-house lawyers, but particularly GCs: commercial judgment, relationship building, communication, credibility, and leadership.

I agree with the list, but would also add humility. In entrepreneurial, high growth businesses, you need to be prepared to roll up your sleeves to get stuff done.

And consider a mentor, someone you admire, and who has been there and done it.

What are the challenges you face when managing a business with such a rapid rate of growth? How do you overcome this?

In a fast-paced, entrepreneurial environment, decisions are made quickly, and things move at speed, so the overarching challenge is staying apace with the rest of the business; it’s important that the legal team enable, and not unnecessarily slow, the business.

On the M&A side, we are often juggling a number of deals at once, although they’re usually at different stages.

In terms of our organic growth, ensuring that we understand the legal and regulatory environments of new markets, and operating within those environments is paramount. It’s important to understand where the real legal risks lie, and to ruthlessly prioritise accordingly.

I am the General Counsel and company secretary of MVF, one of the UK's fastest growing technology company with offices in London and Austin, and responsible for all legal, regulatory and compliance matters.

Law firm remuneration needs to be radically overhauled

The traditional pay structure for rewarding non-equity partners in law firms is fundamentally unfair, out-dated and does not reflect the radical cost savings that can be made through the current technological revolution, says John Hayes of Constantine Law. More worryingly, our clients are re-engineering how they are doing things but we are not, at least not in the way that we engage with and pay our people. This is creating a huge employment relations issue.

Traditional Overheads Can’t be Justified

Traditional pay structures confer remuneration on a third-third-third basis: you earn a third of what you bill, one third is overhead and one third is profit to the partnership, but is this right? In our first year of trading, Constantine Law’s overheads were less than 10% of its turnover. Why? We work to a lean business model that has three features: (a) we have negligible non-productive overhead (no bloated support departments and no non-income generating partners); (b) we don’t carry fixed office costs (we take professional office space as and when we need it in London’s smartest new business club); (c) all our key support functions (IT, PA/Admin, Marketing) are outsourced to specialists whose job it is to provide a premium, cost-focussed service.

Our result? The one third spending on overhead can no longer be justified. It reflects an outdated labour intensive way of doing things where most of the core support functions of a firm were internalised. I think that this is madness; these costs should be eliminated so that more pay is returned to the people generating most of the fees for the firm: the non-equity partner fee earners.

Thus, any assistant solicitor reading this article can reflect on the fact that when they record their 10^th hour this week, that is their salary paid for (at best). The next 10 hours’ recorded time is for the bloated support departments; Thursday and Friday are spent almost exclusively for the benefit of the equity partners. It’s a sobering thought (perhaps not for them).

Are Big Law Firms More “Agile”?

Many law firms are experimenting with agile working models. I know of a large national law firm that has recently ‘imposed’ an agile working model, whereby assistants are to work from home one day per week. Wow(!) In contrast, our team works remotely all of the time, apart from when they are meeting with clients or prospects. Other firms are moving to 100% hot-desking and still more are experimenting with other flexible working models. Big law firms are falling over themselves to use IT more productively, so as to free up office space and allow their fee earners more “flexibility”. This all sounds terribly progressive, but is it?

But For Whose Benefit?

In his excellent book, the Jelly Effect (by Andy Bounds) he rightly focusses on the difference between Features and Benefits. A “feature” is agile working: it describes the way we do things; a “benefit” is something good that happens to other people as a result of our actions. Thus, I was recently told by a peer, with wide-eyed enthusiasm, that they had left “big law” to join a truly agile law firm. No politics, working remotely, eat 70% of what you kill. Wonderful, double your money and everyone’s a winner. “Great!” I said, “presumably you have now reduced your rates by 30% so as to pass on the cost saving to the client?”.

“No, why should I do that? I still charge the same as I did at my previous firm.”, he smiled and walked off.

And this is the point, at Constantine Law we have reduced our rates by between 30-40%. I used to charge out to my corporate clients at £475 + VAT and I now charge out at £325 +VAT. Our associate solicitor used to charge out at £325 + VAT and she now charges out at £225 + VAT. I am charging my main client less than I was 10 years’ ago.  How many lawyers can say that? There is only a point in re-engineering our processes if the client benefits. Everything, every action we take, has to be customer-focussed. However, big law does not get this. Big law sees “agile” as a means of driving up their profit per partner. Long term, our clients won’t stand for it.

Recent advancements in technology have been significant and brought a wealth of benefits to society. Leading the way in innovative developments is artificial intelligence (AI), which is rapidly becoming embedded in day-to-day lives – take Siri and Cortana who live in our back pockets, assisting with directions, restaurant choices and shopping.  Whilst innovation continues to gather pace, the increasing concern surrounds the lack of legal certainty on key issues that are affected by AI and is something that has been recently addressed by the Legal Affairs Committee (Committee) of the European Commission. Andrew Joint reveals a little on the future of AI, robots and the way legislation will form around the development.

A 17-2 Vote For EU-Wide Rules on AI and Robots

On 12 January 2017, the Committee passed a draft report (Report) detailing recommendations on updating Civil Law Rules on Robotics. The proposed suggestions marked an interesting step forward for AI within Europe as it explored the potential legislation of AI. Notably, these included discussions regarding introducing personhood status, defining “smart autonomous robots” and creating a European Agency for robotics and AI.  In addition, it discussed providing accountability in the form of a registration system for smart autonomous robots, mandatory insurance schemes and an advisory code of conduct to guide ethical design, production and use of robots.

Personhood Status for Robots – What, Why, How and Does It Work?

Society has historically placed a strong emphasis on the legal concept of a “person”; it determines the approach of rules on ownership and liability. Throughout history we have attached personhood to the human: individuals own items, commit crimes or enter into contractual relations.  Personhood already exists for non-sentient beings in the form of corporate personhood, extending to entities such as limited companies, PLCs and trusts. A company can enter into contracts, incur debt and be held accountable for its actions and these legal obligations can be distinct from those attached to their parent or subsidiary companies, directors and shareholders.

The question has now been raised as to should robots or AI attract a form of personhood status?  As the Report notes, a “robot’s behaviour potentially has civil law implications” and accordingly, “clarification of responsibility…and legal capacity and/or status of robots and AI is needed in order to ensure transparency and legal certainty for producers and consumers across the European Union”.

The Report draws on the comparison between personhood for companies and personhood for robots. It also goes further by recommending a scale of liability that is “proportionate to the actual level of instructions given to the robot and of its autonomy”. The law has shown itself as malleable enough to stretch the concept of legal personality to corporates in the past and so, should we philosophically decide we want to, in theory applying the same approach to robots is easily achievable.

Points of Deliberation

The impact of personhood discussions for AI are easily seen in a couple of areas - intellectual property rights and liability, both of which are considered in the Report.

The law in the UK already deals with attaching rights to machine created content and with non-humans owning intellectual property. For example, with copyrights, the author of computer-generated work is the person “by whom the arrangements necessary for the creation of the work are undertaken” (Section 9(3) Copyright, Designs and Patents Act 1998 (CDPA 1988)) and this can include an individual, or “a body incorporated under the law of…the United Kingdom or of another country” (Section 154(1)(c) CDPA 1988). IP legislation can already deal with machines creating work and non-humans owning rights.  However, this current law may not suit advanced cognitive AI where the intelligent function is wholly machine generated, thus removing the traceability of ownership back to a human programmer. Accordingly, the Report urges the Commission to “elaborate criteria for an ‘own intellectual creation’ for copyrightable works produced by computers or robots”.

AI also challenges the view of responsibility for the actions of technology. At present, the legal framework offers an answer which is indifferent to whether technology is intelligent and where responsibility lies depends on facts surrounding use and damage. That is, typically responsibility for the outputs of use of technology lies with users whilst providers of technologies are accountable for the technology that they provide. The fact that personhood and liability for robots is discussed at length in the Report is indicative of the need for debate to ensure that there is an agreed “degree of transparency, consistency and legal certainty throughout the European Union for the benefit of consumers and businesses”.

What Now?

The Report feels like the first time a major legislative body has considered with substantial granularity how legislators might approach the status of AI and the laws for development. The European Commission has provided relatively comprehensive recommendations; it now remains for the legislators to decide on the detailed legislative proposals.  These more substantive discussions within the EU is expected to happen in Spring 2017.

There’s no need to make a tedious link between how Brexit is a divorce itself, between the UK and the EU. The fact of the matter is that when the UK does leave the EU it will have many legal implications.

Divorce is one of the most common reasons many people in the UK seek legal help, so any ways that Brexit may affect this procedure needs to be known and understood by those seeking a divorce in the future. These are a few ways it could have an impact once Article 50 has been triggered.

Legal Changes

Once Brexit has been finalised, the UK will no longer have to abide by or incorporate any EU laws into its legal system. This was one of the main reasons a lot of people wished to leave, believing the EU had too many rules and regulations that were made abroad and cost the economy millions every week to enforce, wishing the UK to take full control over its legal system.

However, Parliament will still be able to decide if it wants to keep any of the existing laws or get rid of them. There isn’t one specific divorce law, instead many different ones make up this area. So, depending on which EU laws are kept and abolished, divorce could be affected in any number of ways.

Human Rights

A big cause for concern for a lot of people is how rescinding EU membership will affect human rights legislation. There are a number of protections in place under EU law which have been included in UK domestic law around human rights, which can be involved in many aspects of divorce.

The UK also has obligations under the European Convention on Human Rights (ECHR), which will remain as this agreement does not originate from the EU. However, Prime Minister Theresa May has made it clear that she also wishes the UK to leave this as well. Instead the rights it decrees would be transferred into British law and applied by the Supreme Court. It would change divorce proceedings in certain cases, depending on the specifics.

Family Law

Family law is the most important legislation that presides over divorce. Brexit is expected to have a big effect on this, especially as the UK has many families where at least one parent is from a different EU nation. Issues such as the enforcement of maintenance, financial orders and more may change.

This could become particularly complicated when trying to put into practice enforcement arrangements from one EU country to the UK, once Brexit has gone through. Family law is linked to human rights and many other legal areas, so the bigger picture will need to be examined when leaving the EU.

Assets in Europe

At the moment, British expats can choose to divorce using the English courts. When the UK has left the EU though, this may no longer be the case, especially if things such as access to the single market are rescinded. Most other countries have a requirement that one half of the couple must be habitually resident in that country.

This could become the case for the UK in the near future. While it also remains unclear how it will work for couples who own property abroad in other EU countries when it gets down to sorting out financial arrangements.

The UK is currently viewed as the divorce capital of the world, thanks mostly to its relatively generous divorce laws. Therefore, it seems likely that the government will do all it can to keep this status by keeping existing rules and legislation as close as they can to what they currently are.

We get the opportunity to speak to Chief Litigation Officer Leticia Piloto-Rodriguez, who reveals her secret to how she maintains her AV Preeminent® Rating. Providing in-house counsel to two upcoming companies: HotelPlanner and Meetings.com, Leticia speaks about the issues she deals with on a daily basis and how to avoid tarnishing relationships during money disputes.

As corporate counsel, what are your day to day tasks and what challenges do they pose?

I manage any legal need the company requires from transactional to litigation. On a daily basis, I manage the collections department and oversee the team, implementing policy and procedure to streamline the collections process. If the team has exhausted all of its efforts, I step in and negotiate with the hotels directly in an effort to avoid litigation. The challenge is the blessing, in that we are a global company managing millions of dollars of accounts and we’re growing by the day.

What legal financial issues do you deal with? How do you overcome situations where a company owes you money without tarnishing the professional relationship?

I’m responsible for pursuing any monies that are owed to the company. Each account is handled on a case-by-case basis and the relationship between our company and our various hotel partners is a factor in how we ultimately resolve the financial dispute. In every situation, we make every effort to make negotiations fair and positive in the spirit of rebuilding the partnership once the dispute has been settled.

As Thought Leader, can you give some insight to how you have worked your way up the legal sector, in order to gain AV Preeminent® Rating?

I have the good fortune of surrounding myself with an amazing team that allows me to be successful and excel in my profession. We all work hard, we are supportive, and we are honest. The leadership team supports my efforts to achieve the AV Preeminent Rating.

Your company deals with a lot of businesses and must maintain many professional relationships – what can go wrong in these situations and how do you avoid them?

Transparency is key in maintaining a positive, strong, and long-lasting professional relationship.

What challenges do you face when dealing with disputes involving money? Situations can become more heated when there are large amounts of money involved – how do you keep this under control?

The challenge is legitimising the debt owed to our company. Our team focuses on facts for each disputed item. We educate the hotels on the value of our services and, ultimately, they recognize our company for the force it is within the industry.

Is there anything special you must consider when liaising and dealing with renowned organisations?

We value the partnerships we’ve built throughout the years. We honour our commitment of providing a high-level of customer service. These partnerships are very important to us and our goal is always to preserve the relationship.

 KRUK closed the transaction to acquire Credit Base International S.r.l. - the company it has worked with for the past few months on portfolio valuations and debt collection on the Italian market. Acquisition and integration of the company with 34 staff members, will support the expansion of KRUK’s operations in Italy. The target company’s 2015 revenue was PLN 9.5m.

KRUK has been very active in terms of investments in debt portfolios in Italy. From the moment the company entered this market in November 2015 to October 2016, it purchased debt portfolios with an aggregate nominal value of PLN 5.9bn. The figure includes over 160 thousand debts.

“The acquisition of the company with proven track record will significantly speed up our development on [sic] Italian market. Italy is attractive for us in terms of the size of its unsecured debt sale market and potential returns. We have already marked our presence as a key entity operating on and investing in this relatively young market. The company has operated in Italy since early 1990s and has extensive experience in providing debt collection outsourcing services to financial institutions, involving both amicable settlement and court proceedings. We expect an efficient and successful integration process of the company with the KRUK team. We believe this will give us strong foundations and step up development of a leading organisation in Italy”, said Piotr Krupa, KRUK S.A. CEO.

GLG&Partners advised the purchaser KRUK S.A., a company listed on the Warsaw stock exchange and leader in Eastern Europe in the credit management industry, in all the legal and regulatory issues in the context of the acquisition of the entire corporate capital of the servicer Credit Base International S.r.l., headquartered in La Spezia.

The acquisition of Credit Base serves the purpose of providing KRUK with a leading credit management operator to serve the NPLs portfolios held by KRUK’s group in Italy.

GLG&Partners, in the person of the undersigned Avv. LL.M. Luca Antonio Lo Pò, led the transactions. Luigi De Lillo of Epyon Consulting advised on financial and accounting issues. This is also the first acquisition carried out by KRUK in Italy and, for the reason above, finalised the creation of a servicing platform in our country.

Saint-Gobain Strengthens Its Positions in Flat Glass in Romania

Saint-Gobain has acquired the entire share capital of Romanian company Pietta Glass Working, active in glass processing and insulating glazing systems for façade markets and certain industrial applications. Pietta Glass sales should reach €20 million in 2016, with a strong potential for growth over the next few years.

The Flat Glass business is already established in Romania with a float glass plant and a coater. This acquisition will allow the Group to expand the business’ industrial footprint in order to better serve the growing façade markets and round out its positioning in industrial applications with an optimised cost base. The transaction is consistent with the Group’s strategy of expanding its range of downstream products towards high value-added solutions.

About Saint-Gobain

Saint-Gobain designs, manufactures and distributes materials and solutions which are key ingredients in the wellbeing of each of us and the future of all. They can be found everywhere in our living places and our daily life: in buildings, transportation, infrastructure and in many industrial applications. They provide comfort, performance and safety while addressing the challenges of sustainable construction, resource efficiency and climate change.

Interview with Anca Maria Danilescu at Zamfirescu Racoti & Partners

Please tell me about your involvement in the deal?

Zamfirescu Racoţi & Partners, as legal advisor of the buyer, assisted Saint-Gobain during the entire take-over process. The multi-disciplinary team that we gathered for this project was involved in all phases of the transaction, starting with the conduct of the due diligence analysis regarding the target company, until the final registration of the shares transfer with the competent authorities. We actually dealt, together with our client, with any matter that a complex M&A operation usually presents: identifying any sensitive legal matters that could have interfered with the completion of the transaction, drafting and negotiating the transaction documents, helping and supervising the fulfilment of the conditions precedent, organising the closing of the deal and performing the due registrations with the local authorities.

Why is this a good deal for all involved?

We do believe that both parties and their respective consultants performed an in-depth analysis of all implications of the transaction. In the light of the above, we are confident that this was a good deal for both buyer and seller. Speaking of Saint-Gobain, this acquisition allowed the group to expand and strengthen its positioning on the façade markets. As for ZRP, we are happy that we have added to our M&A highlights another successful transaction.

What challenges arose? How did you navigate them?

We may not disclose, at this stage, the transaction structure. However, we confess that, due to certain particularities of the deal, we, as legal advisors, had to focus on various business and corporate matters that sometimes led to veritable clashes between the parties’ consultants, on the legal, but also on the financial side. Nevertheless, the parties flexibility, good-faith and strong will to finalise the deal helped us overcome such challenges and successfully close the take-over procedure. We hope that the implementation process which started immediately post-closing will be carried on smoothly and in a productive manner.