Magazine for the In-House Community (Replacing Asian-Mena Counsel) Volume 1 Issue 3, 2021
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Magazine for the In-House Community (replacing Asian-mena Counsel) Volume 1 Issue 3, 2021 IP AND COMPANY VALUE A few thoughts about IP and company value IN-HOUSE INSIGHTS In-house Insights with Nick Tomlinson of Dentsu International INNOVATION How In-House Counsel Magazine Can Encourage Innovation to Manage Complex Investigations In-House Community Magazine Online home of the Magazine for the In-House Community In-House Community In-House Community events Bi-Monthly eNewsletter with Cutting-edge events to facilitate latest news, deals, moves, training, dialogue and change in the legal updates, jobs, and more ‒ corporate legal world directly in your inbox mycareerinlaw.com The best opportunities from top legal recruiters For advertising opportunities on the above platforms CONTACT US Feature contributors In-House Community Magazine Ron Yu Stephanie Szeto PUBLISHER Ron Yu teaches or taught intellectual property Stephanie Szeto is head of Peerpoint in Asia, Rahul Prakash law and Fintech at the Chinese University of Allen & Overy’s (A&O) global flexible resourcing In-House Community +852 8170 2951 Hong Kong (where he also does research), the business, which connects world-leading rahul.prakash@ Magazine inhousecommunity.com University of Hong Kong, and the Hong Kong organisations to the highest quality consultant University of Science and Technology. lawyers in the market. Peerpoint can bring both A&O’s first-class legal expertise and its Online home of the Magazine for the LEAD DESIGNER Ailar Arak Mitch Kowalski market-leading alternative legal services to bear in response to client interim needs. In-House Community In-House Community EDITOR Mitch Kowalski is a globally-recognised Nathan Smith thought leader on the changing legal services ecosystem and the author of two Mark Hill WRITER Mark Hill is a partner and head of Butch Bacaoco critically acclaimed books in this area. Mitch was admitted in 1991 and spent 10 years commercial, TMT and Intellectual Property Published 10 times annually by as an Associate and Partner at Baker & Middle East at Charles Russell Speechlys. InHouse Community Ltd. McKenzie (Toronto) and five years of in-house experience at Aoyuan International (Canada), Publishers of City of Toronto and at Toronto Community Karishma Nair • In-House Community Housing Corporation. Karishma leads Vario’s Flexible Legal In-House Magazine • IHC Briefing Services business in Hong Kong, and Babar Hayat looks after Vario’s Financial Services Community Organisers of the Babar is the Head of Product, Tech Innovation practice in Asia. • IHC Events & Transformation at Konexo. He is responsible events Hosts of for technology management and driving • www.inhousecommunity.com innovation to support the strategic growth Carissa Duenas • www.mycareerinlaw.com ambitions of the business; across the Carissa Duenas is a marketing consultant Forums for the In-House functions and practice areas. and content contributor for Praxonomy, the Bi-Monthly eNewsletter with Cutting-edge events to facilitate Community company behind Boardlogic, a simple, secure Opinions expressed herein do platform for boards to manage meetings, share latest news, deals, moves, training, dialogue and change in the not constitute legal advice, and Eoin Gillen documents, collaborate and execute gover- do not necessarily reflect the Eoin Gillen was appointed APAC General nance activities. She began her management legal updates, jobs, and more ‒ corporate legal world views of the publishers. Counsel for BNP Paribas in December 2020, consulting career at Accenture and has since having spent the last 13 years with the bank in worked in a consultant capacity for leading directly in your inbox London and Asia. He assumes responsibility organisations in the technology sector and © 2021 InHouse Community for the legal function at BNP Paribas in the communications space. Limited and contributors. region as it continues on a path of technolog- ical transformation. Georgia Foster Georgia Foster is APAC managing director at Relativity, leading a team driving growth across the region. Previously she ran Uber’s corporate division in Australia/New Zealand, and before that was on LinkedIn’s global team. mycareerinlaw.com The best opportunities from top legal recruiters EDITORIAL GUIDANCE PANEL Carina Wessels Executive: Governance, Legal and Carl Watson Navrita Kaur Compliance, Alexander Forbes General Counsel, Arcadis Asia Chief Legal Officer, Omesti Group Group Holdings Preeti Balwani Raymond Goh Rebecca Hong General Counsel at Hindustan General Counsel, International of Managing Counsel, Intel Corporation For advertising opportunities Coca-Cola Beverages China Tourism Group on the above platforms Ron Yu University of Hong Kong, Chinese Sally Dyson Sesto Vecchi University of Hong Kong, Hong Kong Director, Firm Sense Managing Partner, Russin & Vecchi University of Science and Technology CONTACT US Stanley Lui Yosr Hamza APAC Legal Director, TI Fluid Systems Director, Legal Counsel, Gartner Co-Founder, White Hat Guys PAGE 4 In this issue LEGAL INNOVATION 6 + TECHNOLOGY 8 The time for 50 Thinking beyond 28 innovation in the the pandemic with legal sector … Karishma Nair of was yesterday Pinsent Mason’s Vario JURISDICTION UPDATES An Atrium, Legal- 38 Pre-IPO Firms Tech, In-House 53 PHILIPPINES Mash Up and Board Portals: 6 Meeting the Financial rehabilitation as a 41 Is There A Hole In Challenge of way to survive Covid-19 Your Bucket? Governance Excellence 43 Leveraging 8 OFF-SHORE UPDATE technology and How In-House innovation for 56 Counsel Can Offshore Share Security in in-house legal Encourage Debt Financings to Co- departments Innovation to Investment Structures Manage Complex Solutions Templating: Investigations 46 A new priority for in- house legal teams IHC MAGAZINE VOL 1 ISSUE 3, 2021 PAGE 5 In this issue 21 23 THE IHC BRIEFING IP AND COMPANY VALUE IN-HOUSE DIRECTORY 12 NEWS 21 60 A few thoughts about IP MOVES 16 and company value 18 DEALS IN-HOUSE INSIGHTS 23 In-house Insights with Nick Tomlinson of Dentsu International VOL 1 ISSUE 3, 2021 IHC MAGAZINE JURISDICTION UPDATES PHILIPPINES PAGE 6 Financial rehabilitation as a way to survive Covid-19 BY ZYRA G. MONTEFOLCA ollowing the various types of lock- v. Philippine Bank of Communication, down measures introduced to limit G.R. No. 187316, 2012). The process may be the spread of Covid-19, many corpo- court-supervised (which may either be rations had to pause their work or voluntary or involuntary, depending on the Fcontinue only with limited capacity. Small initiator), follow a pre-negotiated plan or use companies especially took significant losses out-of-court or informal proceedings. and many were forced to shut to staunch the financial bleeding. COURT-SUPERVISED REHABILITATION If a business is unable to pay its obligations, However, it is worth noting that the law an insolvent debtor may voluntarily begin a has options to help save a distressed rehabilitation proceeding by filing a petition company. Republic Act No. 10142 (the with the court. Financial Rehabilitation and Insolvency Act of 2010, or FRIA) encourages struggling The party who can initiate the petition businesses – including sole proprietorships, depends on the type of business. For instance, partnerships, corporations and individual if the company is a sole proprietorship the debtors – to undergo rehabilitation. The FRIA party will be the owner. If it is a partner- does not apply to banks, quasi-banks, insur- ship, initiation will require agreement of ance companies or pre-need companies, the majority of the partners. And in stock all of which are governed by different laws corporations, the party will be a majority and regulations. vote of the Board or trustees, authorised by at least a two-thirds vote of the outstanding Rehabilitation allows for the continuation of capital stock (or of the members, in the case of corporate activities as a business is restored non-stock corporation). to solvency (Wonder Book Corporation IHC MAGAZINE VOL 1 ISSUE 3, 2021 PAGE 7 PHILIPPINES JURISDICTION UPDATES On the other hand, involuntary court-super- liabilities of the debtor, including secured vised rehabilitation may be initiated by any creditors with more than 50% of the total creditor or group of creditors with a claim of secured claims of the debtor and unsecured approximately ₱1 million (US$19,900) or at creditors holding more than half of the total least 25% of the subscribed capital stock or unsecured claims of the debtor. partners’ contributions, whichever is higher. INFORMAL RESTRUCTURING Involuntary court-supervised rehabilitation AGREEMENT may be initiated if a) there is no genuine issue Lastly, an out-of-court or informal restruc- of fact or law on the claims of the petitioner turing agreement and rehabilitation plan must meet the following minimum require- ments. The debtor must a) agree to it, b) it must be approved by creditors representing at least Despite the pain of Covid-19, remedies 67% of the secured obligations of the debtor, c) like these offer distressed companies it must be approved by creditors representing a way to survive shuttering. at least 75% of the unsecured obligations of the debtor and d) it must be approved by creditors holding at least 85% of the total liabilities – secured and unsecured – of the debtor. and the company’s due payments have not been made for at least sixty days or that the Only when rehabilitation is no longer feasible, debtor has failed generally to meet its liabil- despite the appointment of a receiver and a ities; or b) a different creditor has initiated rehabilitation committee, can liquidation of foreclosure proceedings against the debtor the debtor's assets and the settlement of its preventing them from paying their debts as obligations begin. Despite the pain of Covid-19, they come due. remedies like these offer distressed compa- nies a way to survive shuttering. With careful In both instances, a Rehabilitation Plan must rehabilitation, a struggling business may find a be attached to the petition. Such a plan aims new lease on life.