European Law Firm News you can use February 2016
Dear clients and friends, This is our first ever newsletter and I would like to start by thanking you for your support in the last few years - what a pleasantly surprising and successful journey it has been since I started Ramparts in April 2012. In that time, we have grown from one solitary lawyer (i.e. me!) to 14 lawyers and 20 people based in two territories - Gibraltar and the UK (Manchester).
Directors: Peter Howitt, Emma Lejeune, Aaron Carpenter, David Abdoo
All aboard
Locations: Gibraltar & United Kingdom
In addition to an excellent and growing team of lawyers, I am delighted that we now have 3 other Directors on our Board. - David Abdoo joined us as a non-executive Director in December 2014. David used to be my boss as General Counsel & Company Secretary at PartyGaming Plc and has a wealth of experience at a senior strategic level (before PartyGaming he was General Counsel & Company Secretary at a major media company which became ITV plc) - Emma Azopardi Lejeune joined us an executive Director in May 2015. Emma was a partner at Hassans where she formed part of the commercial / private client department. We are delighted that Emma has brought all of her professionalism and enthusiasm to task in growing our new private client, family office and fiduciary practice, in addition to supporting our growing corporate practice. - Aaron Carpenter was also appointed as an executive Director in 2015. Aaron was previously head of legal at Gocompare.com and has a wealth of commercial and e-commerce law experience which he gained both in-house and in private practice. Aaron manages our commercial law practice teams in Gibraltar and the UK and now shares the lead with me in developing our cross-border e-gaming practice. Aaron also undertakes a wide range of work within our corporate practice.
The year that was and the year that will be We want to draw your attention to some key legal themes and events in 2015 and to look forward to developments in some key areas in 2016. We also include a recent article on crowdfunding ‘a new wave of disruption in private capital’ that you may find of interest - as part of our focus on writing articles highlighting interesting business opportunities and developments that have a legal and regulatory connection and with no legalese. As you can see in this article, in our view the impact of technology on a very wide range of service sectors and industries over the next 10 years can not be over-estimated, especially as so called ‘millennials’ embrace entrepreneurship and turn away from institutional finance.
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Lawyers: 14 (10 Gibraltar, 4 UK) Team: 20 Areas of Law: • Corporate & Commercial • Commercial Property • Employment • Finance & Financial Services • Fiduciary • Regulatory Sectors: • Banking & Capital Markets • Consumer Credit • Gaming • E-Commerce • Fintech - including e-payments, cryptocurrency & crowdfunding • Insurance • Private Client & Family Office • Technology
2.
UK Remote Supply of Electronic Services - Taxation We were involved in the Gibraltar and Betting Gaming Association’s (GBGA) efforts to challenge the UK point of consumption taxation regime. This regime changed the basis of taxation of revenue such that duty on UK transactions is now applied for any transactions undertaken with UK customers irrespective of the location of the operator, whereas previously it was not extra-territorial.
1. Are Gibraltar and the UK to be treated as if they were part of a single Member State for the purposes of EU law? 2. Do national measures of taxation that have features such as those found in the New Tax Regime constitute a restriction on the right to the free movement of services for the purposes of Article 56 TFEU? 3. If so, are the aims, which the referring Court has found to be domestic measures (such as the New Tax Regime) to pursue, legitimate aims, which are capable of justifying the restriction on the right to free movement of services under Article 56 TFEU? Whilst the challenge was brought by the gambling sector, it should be obvious that the questions are of fundamental importance to Gibraltar and also to the wider financial services sector across Europe and particularly those financial institutions and companies that rely upon the ability to passport the remote supply of their services across the EEA. Submissions to the CJEU by the GBGA by HMRC and Treasury must be completed by February 2016 and we look forward to a hearing date later in 2016 or 2017.
The increased implementation of national-only licensDespite very long odds against the industry, the GBGA, ing and tax regimes within Europe has led to a wave of its advisors (including Sir Peter Caruana QC, Peter consolidation in the industry. It seems likely that 2016 Montegriffo QC, Olswang & UK counsel Dinah Rose will continue to see significant M&A activity as operQC) managed to secure a referral to the Courts of Justice ators look for scale to manage the costs of operating in of the European Union (CJEU) on the following fun- multiple regulated markets with different technical and damental points of law relating to the freedom to provide regulatory requirements and restrictions. services across borders within the EEA:
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Gibraltar Gambling Regime Review I was delighted to be asked by the Minister for Gambling & Financial Services The Hon. Albert Isola to participate in an expert panel review of the current regulatory regime for online gambling in Gibraltar. This review involved working closely with Phill Brear and his team at the Gambling Division and was deemed relevant given the speed of the change of the sector since the 2005 Gambling Act was brought into force in Gibraltar and the many changes that have happened at national and international levels. Draft recommendations have been made to the Government of Gibraltar and we hope to hear soon whether any of those recommendations are to be taken forward. The focus of the review was very much on ensuring that Gibraltar maintains its status as a respected European hub for online gambling and without impacting its competitiveness.â€
E-gaming In 2015 we have seen the Gibraltar e-gaming sector continue to grow at a sustainable pace that allows Gibraltar to attract strategically important operators. In addition to supporting a number of operators with their licence applications in Gibraltar, we have been involved in supporting a number of UK licence applications and representing clients with the Gambling Commission in the UK and with the Department of Justice and Equality in the Republic of Ireland. We also support clients with their legal and regulatory issues and strategies across the whole of Europe, working with local lawyers as needed. Aaron and I are also delighted to be invited as participants in the UK Gambling Commission remote sector working group.â€
Articles & Info: http://ramparts.eu/publications/the-proposed-uk-remote-gambling-point-of-consumption-regime%E2%80%93-a-solution-looking-for-a-problem http://ec.europa.eu/growth/sectors/gambling/index_en.htm http://www.wsj.com/articles/new-european-regulation-roiling-global-online-gambling-industry-1424105836
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Electronic Money & Payment Services Our firm has been significantly involved in ings with organisations such as the PSR, PSF, HM Treasupporting European e-money issuers and payment sury, The Bank of England and many others.” To see more service providers to do business internationally. information on Project Rome and who’s involved visit here. For example, in Gibraltar, Ramparts helped to finalise a new Code of Conduct for the Gibraltar E-Money Association (other GEMA members include Bancorp /Transact, IDT, Payoneer & Wavecrest) working closely and productively with Samantha Barrass and her team at the Gibraltar Financial Services Commission. This is a technology driven business sector which benefits greatly from the ability to passport authorisation for financial services across the EEA, relying simply upon a notification process of a so-called ‘Home State’ licence (a process that our gaming clients look upon with envy). However, it is fair to say that the differences in transposition and interpretation of the enabling European Directives keep us and our clients very busy and often scratching our heads looking for solutions to gaps and shortcomings in the legislation. We do our best for clients by building good relationships with the key stakeholders: operators, regulators, payments system providers and card schemes. Building stakeholder trust and confidence is key when working to arrive at attractive solutions within the legislative framework in situations where the relevant legal provisions may not fully reflect the real world or cater for the clients needs. In particular, public policy concerns and consumer protection issues must always be considered and managed as part of finding suitable solutions. Looking forward to 2016, I am delighted to say that Ramparts is also part of the Project Rome Initiative that is currently underway in the UK and is being led by the UK-based Emerging Payment Association (of which we are also a member). Project Rome intends to enable financial institutions such as BIN sponsors, issuers and fintech challengers to access payments systems without incurring excessive costs. More specifically, BACS, direct debit and faster payments should be able to access payments systems unbeholden to an agency clearing bank. “We will influence the stakeholders through meet-
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5.
Bitcoin and Cryptocurrency 2016 promises to be a very interesting year for bitcoin currency (BTC) and blockchain technologies (BT’s). Last year there was a call for select industry feedback on the main elements to be considered for the regulation of cryptocurrency (CC) in Gibraltar. Ramparts responded highlighting our interest in CC’s and also our desire for careful consideration of the impact on the existing regulatory landscape and operators. As time has progressed, our interest in CC’s and particularly BTC has increased and we are now working with a number of major operators in the space in California and the Netherlands. Interestingly, and perhaps taking a contrarian view, now that so many people seem to be focused on the use of the bitcoin blockchain as a technology rather than a currency, our interest in BTC has increased even more. We see value for bitcoin as a currency and as a technology and believe that in the short -term emerging markets will be the proving ground for increased usage and acceptance of BTC whilst the developed world, where fiat currencies are more stable and existing payment infrastructures are more advanced and cheaper, will continue to focus on Articles & Info: BT’s for a wide range of use-cases. The recent BT patent by Goldman Sachs shows that the old money men know http://ramparts.eu/publications/european-interthere is a new gold in ‘them thar hills...’ change-regulations To show our understanding and support for this fascinating financial technology innovation, we will be enabling clients to pay any invoices (initially subject to a maximum amount) using BTC later in 2016. We have been working with a great San Francisco based BTC wallet and vault provider (Xapo – who were kindly introduced to us by Wavecrest) and look forward to providing more details in our next newsletter.
http://ramparts.eu/publications/the-new-uk-payment-systems-regulator-overview-and-impact-on-innovation http://ramparts.eu/publications/european-emoney-laws-safeguarding https://bitcoinmagazine.com/articles/goldman-sachs-files-patent-application-for-securities-settlement-using-cryptocurrencies-1449000967 http://money.visualcapitalist.com/all-of-the-worldsmoney-and-markets-in-one-visualization/ https://medium.com/zapchain-magazine/the-3best-bitcoin-books-ever-published-e94920d05829#. s1s66zw9a
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6.
The wider fintech sector
In 2016 you will continue to hear a lot of the trending buzzword ‘fintech’. Fintech is just the use of technology to innovate in the finance sector. This includes electronic payments and cryptocurrency.
managed to avoid dramatic modernisation. Given the UK and Gibraltar’s strong insurance sectors, this is an area we will be aiming to help develop over the coming 12 months. Ramparts currently works with a number of fintech entrepreneurs in this space, including operSo far we have seen significant developments in the ators offering invoice trading services (aka factoring private capital markets for debt and equity, and the rise and discounting) which is a huge area of potential of crowdfunding highlights the potential for growth given the need for access to finance by SMEs. further disruption to the existing finance ecosystem. Last year I am delighted to say we have supported a number of clients with their UK FCA licence “Crowdfunding is a major catalyst for economic and applications. social transformation - it represents the democratisation of access to private capital, a grand experiment in the wisdom and folly of the crowd. The world is only just waking up to the impact that crowdfunding will have on entrepreneurship, investment and economic growth in the 21st century. By 2016 the crowdfunding industry is on track to account for more funding than venture capital, according to research firm Massolution’s annual report. With an estimated market value of $34 billion in 2015, crowdfunding has come a long way since its valuation of $880 million in 2010.”
Articles & Info: http://ramparts.eu/publications/crowdfunding-anew-wave-of-disruption-in-private-capital http://ramparts.eu/news-and-events/ramparts-sponsors-first-renewable-energy-crowdfunding-conference http://techcrunch.com/2015/08/05/insurance-is-thenext-frontier-for-fintech/
In addition to an increased blurring of the boundary http://www.cityam.com/224621/fintech-boomingbetween public and private capital markets, we are likely where-are-insurance-tech-startups-startups to see fintech disruption move into some key new Fintech Infographic finance sectors, such as insurance, that have so far
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7.
Private Client, Family Office & Fiduciary Emma has done a great job in kickstarting our private client and family office practice. Our private client and family office team offers a tailored boutique service to individuals who wish to relocate and/or structure their assets through Gibraltar. A holistic approach is taken to the advice provided to our clients and we take into account the wide jurisdictional spread of assets and other interests that they may have in addition to the Gibraltar elements of the proposed arrangements. The team is well equipped to assist with all matters of relocation, advice on both personal and corporate taxation, assist with the establishment of asset holding or other corporate structures, establish family offices and implement family governance structures, deal with succession planning, advise on the structuring of an international business and providing a more general concierge services which may also include administrative matters such as dealing with KYC requests, assisting with tax returns and ancillary personal matters. The private client team commonly works with its network of international lawyers, advisors and intermediaries in order to ensure that the client has the best service available and that all requirements in all relevant jurisdictions are adequately met. In addition, it has good working relationships with the relevant Government authorities in Gibraltar and regularly liaises with Government departments on matters of relocation, taxation, immigration as well as any other matters affecting the private client or his or her structure.
We are looking to expand our private client practice further by recruiting UK based lawyers specialised in this field. We are also pleased to announce that we recently obtained the necessary licences from the Gibraltar Financial Services Commission to enable us to offer company and shareholder management services for our clients under the brand ‘Ramparts Fiduciary’. The need to offer this service in-house has become more pressing as we have grown and particularly now that Emma is driving forward our private client and family office practice where privacy is key.
We pride ourselves in keeping up to date with the latest developments in the private client space both in Europe The ability to offer company secretarial and company and internationally as well as specific key updates in management presents significant added value to our clients and allows us to go the extra mile in order to the jurisdiction that may affect our clients. service our clients full needs. Our fiduciary model will Our principle goal is to make our clients feel at ease differ slightly from the conventional fiduciary, given and in good hands knowing that their structures are companies will be offered as a commodity for a set price robust and internationally compliant. We also aim to which will incorporate the general upkeep of the reduce the day to day administrative burden that often company per annum and include the cost of mandatocomes with significant wealth by liaising with third ry annual filings. The day-to-day administration of the company shall be handled by the firm’s lawyers who parties on behalf of the client as required.
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will deal with all transactional matters relating to the company as well as the minuting of management decisions and other actions undertaken by the company. One or two administrators will be responsible for the general upkeep, which will comprise a purely secretarial role and be limited to the filings required to maintain the company in good standing. Our firm believes that it is important we remain completely transparent and upfront with our clients on the services we offer. We do not believe in hidden charges, nor do we want to incur unnecessary fees for an offering we feel should be a means of providing a more efficient service. For more information please contact Emma (emmalejeune@ramparts.eu)
Articles and Info: http://ramparts.eu/news-and-events/the-europan-family-wealth-forum-2015 http://issuu.com/thegibraltarmagazine/docs/gibmag_january2016/9?e=1132895/32367454
Looking forward in 2016 2016 promises a lot of opportunity to develop new services and increase our usefulness and value-added services for clients. In addition to growth of our UK practice, watch out for a new multi-media website that we will be introducing - on our new website we would like to showcase our clients’ services and so we will be asking you whether you would be happy to contribute to a short video that highlights your core values and services so that we can promote your interests and successful businesses. We are also finalising a new retainer-based legal service that will shortly be introduced, aimed at providing a cost-efficient outsourced ‘in-house’ commercial law service for SME’s in Gibraltar and the UK - this service makes using our team of excellent lawyers on a ‘day to day’ basis as cost-effective as building and managing your own in-house function or it can be used as overflow to support your existing in-house function. Please contact Aaron on aaroncarpenter@ramparts.eu or I on peterhowitt@ramparts.eu if you would like more information. We look forward to developing our business with you in 2016 and beyond. Thank you. Best Peter
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9.
Our Team Peter Howitt, Founder/Director
Harriet Rhoda, Associate
peterhowitt@ramparts.eu
harrietrhoda@ramparts.eu
Emma Lejeune, Director
David Borge, Associate
emmalejeune@ramparts.eu
davidborge@ramparts.eu
Aaron Carpenter, Director
Patrick Caruana, Associate
aaroncarpenter@ramparts.eu
patrickcaruana@ramparts.eu
David Abdoo, Non-Executive Director
John Pauley, Associate
davidabdoo@ramparts.eu
johnpauley@ramparts.eu
William Rawley, Consultant/ Head of Finance
Sheena Subherwal Patel, Associate
williamrawley@ramparts.eu
sheenasubherwalpatel@ramparts. eu
Jessica Calvert, Senior Associate
Sian Hoskin, Legal Executive & Chartered Secretary
jessicacalvert@ramparts.eu
www.ramparts.eu
sianhoskin@ramparts.eu
10.
Freya Lynott, Legal Assistant
Shannon Evans, PA to Aaron Carpenter
freyalynott@ramparts.eu
shannonevans@ramparts.eu
Peter Young, Consultant peteryoung@ramparts.eu
Allison O’Gorman, Consultant allisonogorman@ramparts.eu
Monika Thys, Practice Manager monikathys@ramparts.eu
Mandy Piccolin, PA to Peter Howitt mandypiccolin@ramparts.eu
Lauren Key, PA to Emma Lejeune laurenkey@ramparts.eu
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Feel free to ask us a legal question on twitter, linkedin or google using the following hashtag:
#askramparts
Contact
email: info@ramparts.eu
Gibraltar Office:
UK Office:
G5 Cornwall’s Centre, Cornwall’s Lane, Gibraltar, GX11 1AA View Map Tel: +350 200 68 450
2nd Floor, 3 Hardman Square, Spinningfields, Manchester, M3 3EB Tel: +44 (0)161 9149785