Dentons advises Yonsung Group on acquisition of Arevipharma

Global law firm Dentons has advised the South Korean Yonsung Group on its acquisition of German-based pharmaceutical manufacturer Arevipharma. Through this transaction, the parties will expand and internationalise Arevipharma’s active ingredient business and innovate and invest in its Radebeul production site. The two companies also intend to benefit from synergies between Yonsung’s research-centred and long-term oriented business philosophy and Arevipharma’s established industrial network through the merger. The parties have agreed not to disclose the purchase price.

Yonsung Fine Chemicals was founded in 2000 as spin-off of Sungkyunkwan University in Seoul. The company is one of the world’s leading suppliers of Prostaglandin products and is focused on highly potent substances. In addition, the company has also started to develop its own finished medicinal products. Over the last three years, Yonsung group has more than doubled in revenue through proprietary development projects and patents, and in 2020, it achieved a turnover of more than US$50 million.

Arevipharma is a medium-sized manufacturer of generic and originator active pharmaceutical ingredients (API) and intermediates, which operates from a production site in Radebeul near Dresden. The product portfolio currently comprises more than 30 active pharmaceutical ingredients for various therapeutical areas in human and veterinary medicine.

A Dentons team from Munich, Frankfurt and Berlin advised Yonsung on all legal aspects of the transaction, including foreign trade in the healthcare sector, which has been complicated by the COVID-19 pandemic. Lead partner Thomas Strassner and his team regularly advise on transactions and venture capital financings in the healthcare sector.

DLA Piper advises SalesLoft in its US$100 million Series E financing

DLA Piper represented Atlanta-based start-up SalesLoft in its recent US$100 million Series E financing led by Owl Rock Capital, with participation from Insight Partners, HarbourVest, and Emergence.

SalesLoft’s sales engagement platform helps industry-leading companies generate more revenue and deliver better experiences to their customers. DLA Piper also advised SalesLoft in its US$70 million Series D round in 2019. The company has now raised a total of US$245 million and is valued at US$1.1 billion.

“We were proud to again partner with SalesLoft in its latest financing round, bringing our wide-ranging experience advising high-growth technology companies on complex transactions to achieve a successful result. We look forward to supporting SalesLoft in its success as it expands its customer base and continues to transform the sales industry,” said Jeffrey Leavitt, the DLA Piper partner who led the firm’s deal team.

“Working with Jeff and the DLA Piper team has been a phenomenal experience. The team provides an exceptional level of support and guidance, and their attention to detail and professionalism ensured that closing this financing round was a smooth and efficient process,” said Kyle Porter, CEO of SalesLoft.

“DLA Piper brings a business-oriented approach to every matter they take on, and Jeff’s background as a former VC and entrepreneur himself gives him a unique ability to understand and prioritise the business issues we care about. The firm’s focus and responsiveness was a key factor in helping us secure this funding and move our goals forward. We were extremely pleased to partner with them once again,” said Chad Gold, CFO of SalesLoft.

In addition to Leavitt (Atlanta), the DLA Piper team advising SalesLoft included partners Stacy Paz (Silicon Valley), Julia Kovacs and Jennifer Kashatus (both of Washington, DC); and associates Puja Vadodaria and Mario Bolaños (both of Atlanta).

DLA Piper’s Emerging Growth and Venture Capital practice includes more than 200 lawyers in the US who provide strategic counsel to emerging companies in high-growth industries, including biotech, manufacturing, communications, software and semiconductors. Over the last three years, DLA Piper has completed more than 2,100 financings totalling over US$31 billion.

DLA Piper’s global Technology sector lawyers work across practice areas and offices to support technology clients – from start-ups to fast-growing and mid-market businesses to mature global enterprises – doing business around the world.

Dentons advises Aviva Investors on the sale of two warehouses in Wrocław

Dentons advised Aviva Investors on the sale of a portfolio of two warehouses (Wrocław Business Park) to a construction company managed by Dentons advised Aviva Investors on the sale of a portfolio of two warehouses (Wrocław Business Park) to a construction company managed by Griffin Real Estate.

Wrocław Business Park is a complex of two modern warehouse halls located in Wrocław at Bierutowska Street (Psie Pole district) with a total of 9,000 sq. m. of gross floor area. The divested portfolio enables to carry out orders based on the Crossdock Management System, which allows for repackaging of delivered goods and sending them directly to recipients without additional storage.

The transaction was managed by senior associate Hanna Żarska with the support of associate Adrianna Kończak from Dentons’ Real Estate team in Warsaw. Managing counsel Tomasz Krasowski advised on the tax aspects of the transaction.

A matter of suitability: the CIArb Guidelines on Witness Conferencing

In April 2019, the Chartered Institute of Arbitrators released its Guidelines for Witness Conferencing in International Arbitration. The document was developed for use by parties, arbitrators and experts when preparing and presenting evidence in such a conference.

   1. The Witnesses Conferencing: overview

Witnesses conferencing is an evidence-taking process by which two or more witnesses give their evidence concurrently before the arbitral tribunal. According to the Guidelines, it is not a single process, so it can assume different forms in order to assure the efficiency and effectiveness of taking of evidence and procedural orders.

The conferences concern the presentation of evidence of both factual and expert witnesses, although they have been more adopted for the latter. The tribunal, the parties’ or witnesses’ counsel or a combination of these may be responsible for the conduction of the process.

The CIArb document lists some advantages of the adoption of witnesses conferencing. Some examples are the effectiveness brought by conference when receiving the evidence, in comparison with consecutive examination; the improvement of the quality of evidence; and the efficiency brought by an evidentiary hearing, when the tribunal can hear the witnesses at the same time.

It is important to emphasise that the parties and the tribunal need to determine whether this evidence-taking process is the best option for their case. Even though the witness conferencing is adopted, its procedures shall be analysed and suited to the circumstances of the dispute.

   2. The Guidelines

The Guidelines contain as main sections the Checklist, the Standard Directions and the Specific Directions, besides Explanatory Notes with detailed information regarding the Checklist and the two groups of directions.

The Checklist sets out matters to be considered by the parties and the tribunal when determining if the witness conference may be adopted and, in such case, what form the conference may take. A matter of logistics, e.g. if “one or more witnesses is to give evidence by video conference”, refers to both questions of the suitability of the process and the form it should take at the same time. However, the Guidelines warn that “not all of the items […] will be relevant in all cases”.

The Standard Directions are a framework intended to be part of an initial procedural order issued by the arbitral tribunal. It sets principles to be applied when the tribunal “subsequently orders some of the witness evidence to be taken concurrently”. Nevertheless, it does not mean that the taking of consecutive evidence is dispensed.

The Specific Directions apply once the parties and the tribunal decided to adopt the process of taking evidence concurrently. It provides three different procedural frameworks: Tribunal-led Conference, Witness-led Conference and Counsel-led Conference. The Guidelines also allow the tribunal to combine these frameworks, to draw on different directions and to incorporate other directions. The aim of this section is to point which direction may be the most suitable for the case.

The CIArb Guidelines are an important document to assist the parties and the tribunal due to their flexibility and precise information. Once the suitability of the witness conferencing is carefully analysed, the Guidelines may help the international arbitration players even after the adoption of the process.

The Chartered Institute of Arbitrators received this year the Global Arbitration Review Award in Bert Innovation by an organisation for the Witness Conferencing Guidelines.

Latham advises Morpheus Space in its series seed funding round

Morpheus Space has announced the closing of its first private funding round, led by Vsquared Ventures. Others in the round include Lavrock Ventures, Airbus Ventures, In-Q-Tel, Pallas Ventures and Techstars.

The space tech start-up was founded in 2018 as a spin-off from the chair of space systems of Technical University of Dresden. The company has created the ground-breaking Spacecraft Electric Propulsion Systems, NanoFEEP, which is the smallest and most efficient satellite propulsion system that provides in-orbit mobility for the widest range of satellite sizes.

“We are proud to have had Latham’s support on this milestone transaction for Morpheus,” said Daniel Bock, Co-Founder and CEO. “For every legal discipline we needed in the U.S. and Germany, they provided an almost instantaneous solution to help make this cutting edge tech transaction an intercontinental success.”

Latham & Watkins LLP represents Morpheus Space in the transaction. The emerging companies team was led by Los Angeles associate David Pendergast, with assistance from Los Angeles associate Zach Gray. The German corporate team was led by Hamburg partner Christoph Engeler, with associate Daniel Kreutzmann. Advice was also provide on intellectual property matters by Frankfurt partner Susan Kempe-Mueller and Los Angeles partner Ghaith Mahmood; on employment matters by Munich associate Kristina Steckermeier; on German public R&D grant matters by Frankfurt associate Alexander Wilhelm; and on regulatory matters by Hamburg associate Niklas Bruggermann.

Latham began representing Morpheus Space nearly a year ago, and helped the founders Daniel and Istvan Lorincz navigate a variety of legal questions on both sides of the Atlantic, culminating in a very exciting deal that will help the Company unlock the next phase of growth in its mission.

It is never too soon to deal with privacy by design under Brazilian LGPD

Data protection has definitively remarked the discussions during the last years. The European experience in its General Data Protection Regulation (GDPR) spread over many countries and has inspired legislation regarding such matter.

Brazilian General Data Protection Law (LGPD) passed in 2018 will enter into force soon, after a postponement caused by the current pandemic. It is expected that the law will bring more security for data subjects under the Brazilian legal framework.

Although LGPD will take effect only next year, both business and organisation need to prepare their data management and processes since now to avoid fines and, a little worst, loss of consumer trust.

Regarding measures to start the compliance program, the Privacy by Design (PbD) principles are likely a good way to ensure end-to-end privacy during data processing. The concept of PbD was developed in the 90’s by the former information and privacy commissioner of Ontario, Canada, Ann Cavoukian.

Several studies in such field aims to prove that Cavoukian’s 7 foundational principles are paramount to protect privacy, from IT systems and physical design to business practices. Both GDPR and LGPD have similarities, which may make it easier to develop PbD.

Cavoukian’s principles such as privacy as something proactive and preventive, transparent, and that is developed to guarantee end-to-end security (i.e. during the full data lifecycle) match some of the LGPD articles and provisions, although in an unexpressed manner.

On the other hand, GDPR has adopted the “data protection by design and by default” in its article 25, with reference to technical and organisational measures to implement data protection principles. It ensures privacy requirement from the very first moment of data collect until the erasure of the information.

Therefore, PbD deals with privacy and respect for the user from “cradle to grave”, in Ann Cavoukian’s words. However, that does not mean that business and organisation’s reputation and credibility need to follow the same way. Data protection legislation are not just a framework to comply with. Instead, if the business does not respect its user’s privacy, more than receiving fines, it will bury its image before the activity sector.

To sum up, the 90’s bring to us many technological and legal advances, such as the World Wide Web, Directive 95/46/EC of the European Parliament and of the Council and, of course, the PbD. But what it really teaches us is that it is never too soon to discuss and implement privacy as an organisational default.

The next 90’s lesson is still unclear, but for now we are more than experts to start seeing privacy as benefit, not as an issue.