INDUSTRY SECTORS
Education
The Higher Education and Training Awards Council (HETAC) and the Further Education and Training Awards Council (FETAC) were established in 2001 under the Qualifications (Education & Training) Act 1999. Since the establishment of HETAC and FETAC, Ireland has become a global learning hub with a highly competitive private sector participation in eduction as well as a robust public sector involvement via the four main Universities and Institutes of Technology. The third level sector also affords significant opportunities for collaboration with industry as is evidenced by the network of highly professional technology transfer offices around the country.
Venture Legal Services is familiar with the particular legal needs of the Education industry where public sector clients must manage risk to the institution at all times and private sector clients must continually strive to be innovative and fast-moving in increasingly globalised markets. The firm has direct experience of the issues involved and is happy to
The proliferation of distance learning, online learning and e-learning requires a renewed emphasis on intellectual property rights (IPRs) creation and ownership while the use of independent contractors means that, by default, universities, institutes of technology and other organisations do not own the IPRs generated by such personnel.
Employment law issues regularly emerge for all businesses in this sector as it is characterised by well-educated staff who are aware of their employment law rights. In addition, rights of tenure and the importance of academic freedom combine to make employment law issues in education more complex than elsewhere.
There is significant change underway in the sector with the National Qualifications Authority, HETAC and FETAC being merged to form the new Qualifications and Quality Assurance Authority of Ireland (QQAAI). Moreover funding constraints caused by current Government budgetary circumstances continue to keep the issue of third level fees at or near the top of the agenda and the 2010 National Strategy for Higher Education report (generally known as the Hunt Report) recommends some radical changes to the current higher education system.
Energy
Energy prices have continued to rise in recent years and the importance of ‘energy independence’ has received greater public awareness. Ireland is well served by existing operators and an increasingly competitive market is in place in most areas of the energy market.
The Government has long incentivised the generation of green energy using wind power but interest is growing in solar, biomass, tidal and wave powered generation. Some Irish companies are leaders in their fields in many of these areas. At the same time, energy management companies and smart metering offer the potential to greatly increase the efficiency of how we manage our energy usage in the home and at work. Meanwhile, components suppliers and service providers to these sectors stand to benefit from the increased focus on the sector.
These developments offer many opportunities for businesses whether in terms of developing new business models or simply acquiring more efficient energy generation machinery. However, in such a fast-gr0wing sector there are inevitably risks to be overcome and managed and it can be important to be able to take advice from experienced professionals.
Venture Legal Services have experience in these areas and can help to ensure that you achieve your business goals. Peppe Santoro’s representative experience in this area includes:
- advising a component supplier to the wind generation industry on fundraising and other corporate matters;
- advising a Danish-listed green energy company on the acquisition and subsequent re-sale of a 20MW wind farm in Co. Laois;
- advising the developer of a large apartment complex on the deployment of a combined heat and power (CHP) facility to heat and power the entire development; and
- assisting a number of different investors with due diligence in relation to various energy-related investments.
Financial Services
Financial services remain a highly important industry for the Irish economy with a significant expertise in providing back-office solutions for globally significant markets in London and Frankfurt existing in Ireland. In addition, Ireland remains a world-leading jurisdiction for the domicile of investment funds and associated activities.
Venture Legal Services has particular expertise in financial services business related to leasing and hire purchase activities as well as insurance (both life and non-life). To the extent the businesses of leasing businesses do not involve deposit-taking or other ancillary regulated activities their activities are largely unregulated and this offers significant commercial flexibility. In practice the ancillary sale of insurance and other products is such a common part of leasing businesses that they often tend to opt to be regulated from an early stage.
Continuing pressures in certain sectors are expected to lead to further consolidation in some cases (eg in insurance brokerage where there is intense competition for business in certain market segments) and to new starts in others (eg finance leasing, where the scarcity of finance from banks is forcing makers of motor vehicles and plant and machinery to consider expanding their leasing operations in order to facilitate sales).
Representative engagements over the past 10+ years include:
- acting in the merger of two general insurance brokerages to form the largest independent and Irish insurance broker;
- advising on the sale of two successful insurance brokerages to larger competitors to facilitate the retirement planning of the principals;
- advising on the establishment of two leasing companies, one part of a multinational heavy manufacturing group and the other independent but with an experienced management team and backed by a strong UK financial services company;
- advising on the leasing of aircraft in various jurisdictions including Italy, Mexico and Russia; and
- representing a number of Italian companies in connection with the establishment of insurance subsidiaries based in Ireland.
Professional Services
The past few years have been a time of great change in the regulated professions and the coming years look to be no less turbulent. A legal profession still reeling from the rapid deflation of the Irish property bubble will soon have to come to terms with significant regulatory change while the professional indemnity insurance market is still uncertain following the collapse of the Solicitors Mutual Defence Fund (SMDF) in 2011.
For doctors and medical professionals the continuing Government cutbacks will continue to cause uncertainty but the continued rollout of primary care centres and the scope to increase efficiencies in the way that medical services are delivered will present opportunities. Many medical professionals will however have to make greater use of IT systems and ancillary staff to realise those efficiencies and that will present pitfalls for those who do so without experienced advisors on board.
Meanwhile, accountants would appear to be in something of a relative bright spot having taken aggressive steps in relation to the reorganisation of their businesses in 2008/2009 and the recent months have seen significant job announcements from Deloitte, PwC and others. However it remains a fact that audit clients are continuing to seek greater value as businesses everywhere become more cost and value focused while muted transactional activity has an effect on accountants’ transactional and tax practices. Insolvency practitioners of course remain in particularly high demand but having emerged from a decade of lean times in which major corporate insolvencies were relatively few and far between the need for these practitioners to succeed in the current environment cannot be overstated.
Representative engagements on which Peppe Santoro has been involved in relation to professional services include:
- negotiation support in relation to the resolution of a dispute in an existing successful law firm;
- advising on the admission of new partners to an existing professional services firm;
- advising various accountancy practices on company law and compliance issues; and
- advising on corporate aspects of several schemes designed by accountants to deliver commercial and tax efficiencies for clients.
Technology, Media & Telecoms
A very significant part of Peppe Santoro’s legal practice over the past 10+ years has been focussed in this industry sector and that remains the case today. Venture Legal Services can offer its clients a deep understanding of their businesses in almost all sectors from Web 2.0 to fabless semiconductor design and from the design and manufacture of telecommunications hardware to the delivery of information technology services.
The firm’s practice includes advisory activities in relation to significant technology projects and the firm brings to bear a keen appreciation of the potential pitfalls when entering into a significant outsourcing or service provision. In addition, Peppe Santoro is never afraid to offer a recommendation as to a particular approach when a difficult issue arises.
A particular hallmark of the firm’s practice in this area is the use of plain English and the avoidance of ‘legalese’. We strive to make the complicated simple and we do all that we can to avoid making the simple complicated. The firm’s clients appreciate this and the Testimonials offered by Peppe’s current and past clients further testify to the firm’s approach in this regard.
Current and past clients have ranged from globally-recognised multinationals to one and two man start-ups and Peppe is able to tailor his approach to the needs of both of those types of clients (and all those in between).
Representative engagements include:
- acting for a Fortune Global 500 telecommunications company in all Irish legal matters;
- advising a $20m VC-backed start-up from incorporation to Series B;
- advising many customers and suppliers of technology services on procurement, licensing, service provision, outsourcing and related issues;
- advising several leading internet media properties on a variety of commercial and brand protection issues; and
- advising on the generation, licensing, exploitation of intellectual property in these IP-driven sectors.
Transport and Aviation
Irish tourism, transport and aviation markets remain highly regulated with separate licences and authorisations required for travel agents, tour operators, bus operators, operators of passenger ships, air operators, aircraft owners and other market participants. Establishing a new business in any of these sectors will invariably require regulatory clearance before the new operation can lawfully begin trading. There have been a number of new entrants in each of these markets over recent years although the economic downturn has also seen significant numbers of existing operators in all sectors either cease operations or curtail their activities.
Relevant regulators include the Department of Transport and the Irish Aviation Authority and extensive self-help resources are available online or from relevant representative trade bodies such as the ITAA.
Peppe Santoro has experience dealing with each of these industries and representative experience includes:
- advising on registration and de-registration of aircraft in Ireland;
- advice on registration of new travel agents and tour operators;
- structuring the businesses of existing operators so as facilitate compliance with applicable Irish laws and to avoid some of the more onerous legal requirements; and
- advising on the acquisition and leasing of marine pleasurecraft, light aircraft and helicopters.
Venture Capital
The Irish venture capital industry has seen something of a renaissance in recent years after a period in which some long-standing VC funds re-oriented away from traditional venture capital toward the private equity markets, with mixed success. It remains the case that making money in VC can be difficult and the Irish VC firms have a number of challenges including scale, reach and value proposition. That said there are a number of players in the Irish VC market who are able to add significant value to their fund’s investments.
The role of Enterprise Ireland is significant for firms looking to raise funds from VCs and, as time goes by, the network and strategic assistance that Enterprise Ireland can offer to its client companies is coming to be seen as equally (if not more) important than the funding that they are empowered to award.
In addition, there is a vibrant and growing angel investor sector which is becoming a useful adjunct to the traditional mainline VCs. The combination of angel and VC investors allows the VC firms to focus their expertise on areas such as legal and financial due diligence (where they excel) and the angels to focus on giving support to investee management teams.
Nevertheless the deal cycle remains longer than is probably ideal and the need for companies and investors to select with care lawyers and other advisors who are pragmatic and focussed on achieving the parties’ end goals remains paramount.
Peppe Santoro’s representative experience in this area over the past 10+ years includes:
- advising a consortium of leading Irish VCs on an investment in a promising health sector investment;
- advising a second tier VC on an investment in an Irish company operating in global television markets;
- representing a business expansion scheme (BES) fund investing in an Irish food manufacturing company;
- advising many companies on investments structured as ordinary equity, participating preferred equity, loan notes and straight loan finance; and
- advising angel and other private investors on actual and potential investments in various companies (both alongside VCs and on a standalone basis).
Venture Capital
The Irish venture capital industry has seen something of a renaissance in recent years after a period in which some long-standing VC funds re-oriented away from traditional venture capital toward the private equity markets, with mixed success. It remains the case that making money in VC can be difficult and the Irish VC firms have a number of challenges including scale, reach and value proposition. That said there are a number of players in the Irish VC market who are able to add significant value to their fund’s investments.
The role of Enterprise Ireland is significant for firms looking to raise funds from VCs and, as time goes by, the network and strategic assistance that Enterprise Ireland can offer to its client companies is coming to be seen as equally (if not more) important than the funding that they are empowered to award.
In addition, there is a vibrant and growing angel investor sector which is becoming a useful adjunct to the traditional mainline VCs. The combination of angel and VC investors allows the VC firms to focus their expertise on areas such as legal and financial due diligence (where they excel) and the angels to focus on giving support to investee management teams.
Nevertheless the deal cycle remains longer than is probably ideal and the need for companies and investors to select with care lawyers and other advisors who are pragmatic and focussed on achieving the parties’ end goals remains paramount.
Peppe Santoro’s representative experience in this area over the past 10+ years includes:
- advising a consortium of leading Irish VCs on an investment in a promising health sector investment;
- advising a second tier VC on an investment in an Irish company operating in global television markets;
- representing a business expansion scheme (BES) fund investing in an Irish food manufacturing company;
- advising many companies on investments structured as ordinary equity, participating preferred equity, loan notes and straight loan finance; and
- advising angel and other private investors on actual and potential investments in various companies (both alongside VCs and on a standalone basis).
