Interview with Peter Howitt regarding corporate transactions in the regulated ecommerce sector
This month, Lawyer Monthly examines the legal considerations and challenges that can arise during corporate transactions, and how they can be navigated to ensure a successful result. To this end, we speak to Peter Howitt, founder of Ramparts, a European law firm based in Gibraltar and in the UK.
Q: As the founder of Ramparts law firm, what challenges have you faced along the way and how have you overcome them to create a successful firm?
The biggest challenge to date has been to find great people to work with. I am fortunate that so far it has not been difficult to persuade clients to entrust me with their business concerns to help solve their commercial challenges. In the last 12 months we have grown from 3 to 10 lawyers and we now have offices in Gibraltar and Manchester (UK), this growth has been made possible by working with good recruitment partners and also by ensuring that we stay focused on communicating our core values as a business and as people. In my experience if you keep ploughing your furrow and stay true to your values then eventually the word gets out and people start to make contact with you and your network starts to recruit for you.
The next stage of our growth involves establishing small teams in key European territories that are centres of excellence for finance and technology. Our next office will be in London, we plan to be open there earlier next year.
Q: What are the most common types of cases you deal with in your day-to-day work?
I am usually dealing with a very wide range of issues including financial services and gambling regulatory issues and licensing, cross-border tax issues, corporate finance etc. The most common work I do now is advising on the intricacies of UK, Gibraltar and/or EU law in the e-commerce sector for regulatory and compliance purposes (e.g. legal opinions, regulatory summaries, email and telephone advice) and as part of contract structuring, review and negotiations.
In addition, I spend a substantial amount of time introducing my clients to potentially useful business partners and also working with early stage businesses who are looking for strategic advisors and investors. For example, we recently joined the Emerging Payments Association in London as a key sponsor and we have agreed to provide support to their rising FinTech stars. The Finance and Technology sector is a key growth area for us as we already advise some of the best European and American multi-national businesses in the e-money and payments space.
Q: How complex do corporate transactions become in the regulated e-commerce sector, such as online gambling and e-payments?
The main issue I see is that you can have good large corporate firms that do M&A but do not understand these sectors sufficiently or you can have specialists in, e.g. gambling, who do not have sufficient M&A experience. The key thing is to know the sector well enough to know where the major sensitive issues are in terms of liabilities, regulatory risk and also the people involved. The complexity in these sectors usually derives from seeking to help the client quantify the risks in the deal structure for businesses they are buying or selling. In many cases asset purchases are the preferred choice for M&A given the risk of substantial regulatory uncertainty or, especially in the case of online gambling, unknown tax liabilities. The most complex deals involve structuring a deal where the seller may have financial difficulties that impact on the sale and the regulatory responsibilities to creditors.
Q: What are the main considerations companies need to be aware of in regards to regulation within these transactions? How can you assist in this regard?
They should be aware of the need for a very good relationship with the Home State regulator where the business is established and licenced. They need to understand how customer liabilities and communications must be managed. When buying assets it is crucial to identify the right assets to transfer and for e-commerce businesses this means a good understanding of intellectual property rights and laws (e.g. make sure you get the domains, trademarks and database rights you need to operate the acquired business). As we specialise in e-commerce and cross-border law issues we can walk our clients through the regulatory landscape for payments and gambling companies at UK, Gibraltar and European-wide level. This is particularly useful for new entrants to the sector or new entrants to Europe from North America and Asia.
Q: How satisfied are you with the regulatory framework which surrounds this sector currently?
The regulatory framework for payments companies is quite advanced at European level. We have a number of Directives (2nd E-money Directive and the Payments Services Directive) that have given rise to a degree of harmonisation across Europe and that enable operators to be authorised in just one Member State but transact (via passporting rights) across the whole of Europe (EEA) in reliance on that licence. There are however still major areas of legal uncertainty that largely arise due to a lack of dialogue between European legislators and industry operators before legislation is implemented. In addition, the fragmented anti-money laundering laws across Europe are an obvious area for greater efficiency given how often we are advised to assist with European regulatory strategies and AML compliance.
The regulatory framework for online gambling is still very young (or non-existent) in most European countries and at EU level, we do not yet have an implementing Directive that would allow operators to provide services across Europe in reliance upon a Home State licence. Gibraltar has pioneered the regulation of online gambling and this has allowed it be the European leading online gambling hub, in addition the UK is a very mature market for online gambling and has advanced regulatory requirements for operators.
Q: What would you change if you had the power?
I would change the mind-set that believes that you should foster, encourage and support your family and loved ones but then can act differently with other people. Too often people do not hold themselves up to core values such as compassion, understanding, truthfulness and respect within the business environment and instead act with a lack of respect for others (perhaps in the mistaken belief that is how one does business?). Business is part of living and so we must move away from a transactional approach to life and focus on the quality of our interactions and relationships with other people. This means that discipline is needed to avoid those people who do not also offer respect, this also means rejecting some new opportunities for relationships and revenue.
Q: Is there anything else you would like to add?
We are always looking for bright people who wish to be part of a new type of legal services provider. We see Ramparts as a modern business and a partner to our clients and contacts, we are modelling our business on the needs of our clients and not the assumptions about what a law firm should be.
We are also looking to get in touch with finance and technology venture capital, private equity and hedge funds groups who would be interested in working with a partner in this sector.
If this is of interest to you then please get in touch with me so that you can be part of the next stage of our UK and European growth.
Tel: +350 200 68450 (Gibraltar) / +44 (0) 161 914 9785 (UK)
Address: G5 Cornwall's Centre, Cornwall's Lane, Gibraltar / 2nd Floor, 3 Hardman Square, Spinningfields, Manchester, M3 3EB
Ramparts is a European law firm based in Gibraltar and in the UK. We specialise in UK, Gibraltar and EU wide legal and regulatory issues. Ramparts provides support for clients in the financial services (e-money, finance and funds), electronic commerce (including payments and e-gambling) and technology sectors. Our clients include individual entrepreneurs, early stage innovation companies and publicly listed multi-nationals.
We have also recently opened a private client practice to support wealthy individuals and families with their personal wealth management matters that will include the establishment and provision of family office and family office services.
Ramparts: “no assumptions, just solutions”