Ramparts Legal and Professional Services
European Legal Services
Ramparts Overview Ramparts
is
a
European
business
group
with
regulated
legal
and
fiduciary
practices
based
in
Gibraltar
and
the
U.K.
Our team is qualified to provide legal advice on English, Gibraltar, and European law – we support clients in the finance, technology, media, and entertainment sectors. We bring an international perspective and a multi-disciplinary approach to the services we provide. Our clients range from established FTSE-listed multinationals all the way through to SMEs, start-ups, and emerging entrepreneurs. Our approach ensures that the solutions we provide are as innovative as necessary to meet the objectives whilst being as simple as the commercial objectives permit. Our philosophy is to bring significant industry experience coupled with a flexible approach to problem-solving. Our expertise is in finance, technology (including distributed ledger and blockchain operations), media, and entertainment sectors; however the firm offers a full service practice including employment law, intellectual property law, regulatory law, data protection, tax law, consumer law, corporate law and transaction support. Ramparts works closely with clients and associations such as TokenMarket, the Gibraltar Stock Exchange, the Gibraltar Blockchain Exchange, and its associates are involved in key industry associations like the Gibraltar Betting and Gaming Association and the Gibraltar E-Money Association.
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European Legal Services
Ramparts Overview The Ramparts Group Services:
Ramparts Law
Ramparts Legal Services Gibraltar
Ramparts Legal Services UK
Ramparts Corporate
Fiduciary Services
Compliance & Regulatory Audit Services
Financial Services Gibraltar
The slide deck is a summary of all Ramparts Group Services. You can obtain specific information on our other services from: info@ramparts.eu or our website at www.ramparts.eu.
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Core Skills
Our Services
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Being based in the heartland of online gaming in Gibraltar and within one of the key creative media hubs in Manchester, Ramparts is well positioned to service international clients across a variety of regulated gaming and creative sectors. Our clients include B2C operators, B2B providers, creative content providers and land based operators groups. We are also working with new providers at the intersection of gaming and blockchain.
Gaming & Creative Media
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European Legal Services
Ramparts Gaming & Media Services iGaming & Online Gambling • • • • • • • • • • • • •
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Regulatory Evaluation and Jurisdictional Licensing. Regulatory Enforcement Management. Content Licensing, Distribution, and Clearances. Software and Platform Licensing. Brand Protection. Advertising, Sponsorship and Promotion. Privacy and Data Protection. Celebrity Endorsements. White Label and B2B Support Agreements. Joint Ventures, Tie-ups, and International Expansion. Affiliate Management and Audience Monetisation. Trade marks and Patent Applications. Risk, Audit and Compliance Assessments.
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European Legal Services
Ramparts Gaming & Media Services Media & Online Entertainment • • • • • • • •
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Anti-Piracy. Game Sponsorship and Financing. Content Licensing, Distribution, and Clearances. Software and Platform Licensing. Brand Protection. Advertising, Sponsorship and Promotion. Privacy and Data Protection. Celebrity Endorsements.
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European Legal Services
Ramparts Gaming Risk & Audit Services Businesses working with the online gaming industry are facing increasingly challenging market conditions. Digital evolution across the whole of the supply chain, changing consumer behaviours, political pressures, and more rigorous regulatory and licensing requirements are raising the barriers for participation in the eGaming sector. At the same time the penalties and repercussions for non-compliance are becoming increasingly severe for both the business and its stakeholders. In 2018 alone: 1. 13 November 2018 – The Gambling Commission of Great Britain (UKGC) fined an online bingo and casino operator £7,100,000 for 2. 3. 4. 5. 6. 7.
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breaches in statutory AML controls and licence conditions; 16 October 2018 - UKGC reached a regulatory settlement of £2,200,000 with a tier 1 listed global sports, casino and betting exchange operator for failures in social responsibility and AML; 10 October 2018 - UKGC reached regulatory settlement of £500,000 with a top tier listed UK bingo operator for social responsibility failures; 20 June 2018 - UKGC reached a regulatory settlement of £2,000,000 with a top tier UK casino brand for social responsibility failures; 3 May 2018 - Financial Crimes Enforcement Network (US Department of Treasury) levied a penalty of $8,000,000 for AML failures at a land based casino in California; 2 May 2018 - UKGC reached a regulatory settlement of £500,000 with a European casino brand for advertising failures; 1 Feb 2018 - UKGC reached a regulatory settlement of £5,000,000 with a tier 1 listed global sports, and casino brand for failures in AML controls … and more.
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European Legal Services
Ramparts Gaming Risk & Audit Services Ramparts Gaming Risk and Audit Services will undertake a full audit of your gaming operation including: • • • • • • • •
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Assessing Responsible Gaming (RG) interactions across your player engagement channels. Audits of your players and/or player segments for AML, KYC, RG and data protection documentation and compliance. Auditing compliance across the whole player lifecycle from ‘acquisition to churn’. Penetration and vulnerability testing of the production infrastructure. Payment and deposit tests using genuine funded accounts. Reviewing your live advertising and promotional content. Verification of your active policies and procedures. Traditional ISO/IEC 27001: 2013 and PCI DSS audits.
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On 1 January 2018, Gibraltar’s innovative DLT regulatory framework came into force under the Financial Services (Distributed Ledger Technology Providers) Regulations 2017. The DLT framework covers firms that use distributed ledger technology to store or transmit value belonging to others by way of business and aims to give a strategic, principles led approach to regulation.
Ramparts DLT / Blockchain Services
Ramparts has been involved in the distributed ledger / blockchain space since 2015 following on from its significant experience in the regulated online payments sector, and is considered by many to be a leading firm advising and launching on payments, financial services law, DLT applications, token sale projects and blockchain start-ups. We are also significantly involved in mapping out the new areas of Equity Token Offerings, Security Token Offerings and Asset Right Tokens under MiFID II, the Prospectus Regime and collective investment scheme rules.
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European Legal Services
Ramparts DLT & Blockchain Services Token Sales • Legal, Regulatory & Tax Advice on a Token Sale together with: ü required documentation including terms and conditions. ü Company administration (transfer from Fiduciary).
Security Token Offers (STOs) & Asset Right Tokens (ARTs) • • •
Advising on MiFID, AIFMD, Prospectus regime and crowdfunding rules. Advising on promotion rules. Liaising with regulated markets for your STO.
DLT Applications • Legal advice and assistance. • Interview assistance with the GFSC. • Assist with Policies and Procedures & Review Submissions. 11
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European Legal Services
Ramparts DLT & Blockchain Services EIF and Private Cryptocurrency Funds • Fund Set-up and listing with GSX • Drafting of the Private Placement Memorandum. • Assisting with converting from Private to EIF, or EIF to Private, if required. • Administrative Support on private funds.
Token Sale Sponsorship and Listing Services • GBX Grid & Listing Requirements and Assistance. • Token Market approved partner. • Arranging technical support and project management.
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We have over 20 years combined experience in advising clients on the payment services directive and e-money directive regimes that apply across the EEA. Our clients range from payment gateways, prepaid card issuers, BIN sponsors, and payment acquirers.
Ramparts Payments & eCommerce Services
We work with major B2C and B2B payment companies that operate globally and advise them on managing regulatory uncertainty across borders in addition to passporting rights and doing business in multiple territories. We can assist with applications for payment institution or e-money institution licences in the UK and Gibraltar and also assist you to find other suitable European jurisdiction in which to seek authorisation. We also advise clients on unregulated payment services activities and negative scope activities, CRS/FATCA, inter-change rules etc.
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European Legal Services
Ramparts Payments & eCommerce Services Payment Services, Electronic Money, Consumer Credit and other Financial Services • • • • • • • •
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Regulatory Evaluation and Ongoing Jurisdictional Support. Licensing and Authorisations (MIFID II, SPI, API, EMI, PSD2). B2C, B2B and White-label Licence Agreements. AML Frameworks and Support. Regulatory Relations & Enforcement Management. Privacy and Data Protection Analysis. Joint ventures, Tie-ups, and International Expansion. Risk, Audit and Compliance Assessments.
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European Legal Services
Ramparts Payments & eCommerce Services eCommerce • • • • • •
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Consumer Law. Privacy and Data Protection. Web and Application Development. Terms and Conditions of Digital Transactions. Fiat and Crypto Payment Channels. K.Y.C. and Fraud Detection Technologies.
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Ramparts specialises in Media, Gaming, Fintech, and DLT however we also appreciate that our clients require support across a wide gamut of commercial and corporate areas.
Ramparts Commercial Law Services
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Ramparts complements its offering in these core sectors by offering clients support on all areas of corporate and commercial law including employment, dispute resolution, M&A, tax, commercial agreements, corporate finance and fundraising.
European Legal Services
Ramparts Commercial Law Services Finance Law • Asset Based Lending & Financing. • • • •
Debt Finance. Derivatives. Financial Services Regulation. Real Estate Finance.
Tax Law • • • • •
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International Group Employee Compensation. Tax Controversy and Disputes. Transactional Tax Planning. Transfer Pricing & CFC Rules. V.A.T. and Duties.
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European Legal Services
Ramparts Commercial Law Services Dispute Resolution • Commercial Mediation. • • • • • •
Administrative Law. Corporate Litigation. Cross-Border Litigation. Global Governance and Compliance. International Arbitration. Investigations & Complaint Handling.
• IT and IP Disputes. • Tax Controversy and Disputes.
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European Legal Services
Ramparts Commercial Law Services Compliance & Audit Services • Advice on AML, CRS, and FATCA. • • • • • •
GDPR, Data Protection. FinTech & Gaming. Outsourced KYC/KYB solutions. Source of Wealth verification. Smart Contract audit. Customer journey, payments, and contract audits.
Employment Law • Employment Mediation & Tribunal Representation. • Employee and Labour Relations. • Global Governance and Compliance. • Workforce Restructuring and Outsourcing.
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European Legal Services
Ramparts Commercial Law Services Intellectual Property • Commercial Contracts. • Data Protection, Privacy and Security. • Cybersecurity. • Information Technology and Business Process Outsourcing. • Trade marks, Copyright & Patent Services.
Corporate Law • Mergers and Acquisitions. • Corporate Restructuring. • Capital Markets & Investment Funds. • Emerging Growth and Venture Capital. • Private Equity.
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European Legal Services
Ramparts Fiduciary & Fund Services Our highly respected and experienced Fiduciary team provides clients with a highly practical and user-friendly service in its own right and complements our other areas of specialism. Among the generally provided Fiduciary and Private Client services, they can also assist with: • • • • •
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Setup of both Experienced Investor Funds (EIF) and Private Funds. Traditional and Crypto Private Fund Administration support. Listing on the Gibraltar Stock Exchange. Listing on the Gibraltar Blockchain Exchange. Provision of Accountancy and Bookkeeping Services.
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Core Knowledge
Our Team
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Our Team
Peter Howitt Founder / Director of Financial Services Peter has been involved in finance and technology since 2000 when he started his career at Reed Smith LLP in London. He founded Ramparts in 2012 and although he works mainly out of the Gibraltar base, he also spends time in the UK office during the summer months. Peter is the CEO of the Gibraltar Betting and Gaming Association (GBGA), where he coordinates the industry on a wide range of issues including regulatory, political and public relations matters. Peter also co-founded the Gibraltar E-money Association. He is currently happiest when working on cryptocurrency and blockchain related matters that intersect with regulated financial services and securities laws.
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Our Team
David Borge Legal Director of Gibraltar David is the firm’s Practice Director specialising in e-commerce, payments, electronic money, e-gaming, privacy and technology. He also has previous in-house experience working for an electronic money institution and is instructed by clients on a broad range of matters including commercial agreements, data protection, ecommerce issues, employment law and intellectual property rights. David is a UK and Gibraltar qualified solicitor: he also previously qualified as a UK pharmacist and worked in the UK healthcare sector for 8 years.
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Our Team
Rob Smith Director of Gaming & Media / Legal Director of UK Rob cut his teeth in computer programming at undergraduate level at the University of Leeds. His career took him into white hat hacking, audit, and data protection at a large multinational before he returned to University in Manchester to study Law. He trained at DLA Piper and has spent over 8 years practising inhouse in a number of industries including retail and apparel, digital media, and most prominently betting and gaming where he has worked within both the B2B and B2C sides. An entrepreneur at heart, Rob has also founded gaming affiliates, game development studios, and is a speaker for the Total Gaming Academy in London.
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Our Team
James Falero Fiduciary Director James is a bilingual qualified accountant experienced in financial control, accounting and other financial matters. During his career spanning over 15 years, James has amassed a wealth of experience across various industries and sectors. Being a fellow member of the Association of Certified Chartered Accountants he started promoting the diversification of services offered by our Fiduciary arm to provide a full range of accountancy services to our clients. Through a keen and innovative approach he has assisted many clients navigate the challenges faced in operating within the blockchain industry.
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Our Team
Jason Corbett Associate Following completion of his solicitor training contract in Gibraltar and practising locally, Jason joined Ramparts in October 2017. He is qualified in England & Wales and Gibraltar. Jason has experience in the areas of corporate and commercial, contract negotiation, funds, employment and commercial litigation.
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Our Team
John Pauley Associate A commercial and regulatory lawyer with nearly a decade’s prior experience of the financial services industry gained through a range of risk and project management roles at MBNA Europe Bank Limited. After successfully completing his legal studies part time while working full time at MBNA, John completed his solicitor training contract at DLA Piper and qualified into a dual commercial and financial regulation role before moving onto Ramparts. John has specialist knowledge in financial services, payment services, Emoney, consumer credit, data protection and money laundering legislation.
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Our Team
Kelly Delgado Compliance Analyst Kelly was initially born in Gibraltar but raised most of her life in Manchester, growing up she had a strong passion for design and studied a BA (Hons) in Design and Visual arts, when she graduated she relocated back to Gibraltar with the intention to be a Graphic Designer. After being approached by a Gaming company to work for a Fraud department she then enhanced her career into the financial sector and studied a number of AML and Compliance courses including the International Compliance Training program.
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Our Team
Fiona Young Associate Fiona has over 18 years experience of Commercial Litigation in both the UK and Gibraltar. She is a qualified Commercial Mediator and is one of the appointed Mediators in the Gibraltar Employment Tribunal. She has extensive experience of the benefits of utilising Alternative Disputes Resolution (ADR) methodology in all areas of conflict. This means that she has the knowledge and experience to assist our clients with early identification and resolution of
potential disputes,
developing dispute management strategies, negotiating early and cost effective resolution as well as applying more traditional methods of handling disputes cost effectively and efficiently.
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Our Team
Anna Cavilla Associate Although qualified as a Barrister in 2000, Anna has a wide range of work experience which includes the running of her own catering business, freelancing for Gibraltar’s Television Broadcasting House and practising as a Hatha Yoga instructor. In recent years she has been working in commercial legal practice and is currently working alongside Talia in delivering the corporate secretarial side of the client service offering, while also fulfilling the role of Commissioner for Oaths.
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Our Team
Sheena Patel Associate Sheena is a commercial lawyer in the Manchester office with a broad range of experience in the gaming, technology, e-commerce and finance sectors. She frequently advises clients on a broad range of commercial and regulatory matters such as supply of goods and services contracts, website terms and conditions, data protection and financial compliance matters. Sheena is also experienced in employment law and assists clients with an array of matters such as disciplinaries, redundancies, termination of employment, policies and procedures and contracts.
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Our Team
Talia Apap Company Administrator Talia has been a company administrator since 2000, during the first 9 years she worked with International vehicles and obtained a vast amount of knowledge on these jurisdictions. She is currently responsible for the daily management and company secretarial needs of a varied portfolio of Gibraltar registered entities for both local and international clients.
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Our Legal Team
Peter Young Legal Consultant Peter is currently head of legal at JAR Capital Limited, an FCA authorised private wealth and asset manager based in London. Concurrently Peter is a consultant in the investment funds and tax department at Ramparts. Prior to that, he held positions at one of the largest law firms in the world in London specialising in corporate tax and also has deep experience in investment funds in the largest law firm in Gibraltar.
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Legal & Professional Service
Contact: Gibraltar Office: 6.20 World Trade Center,6 Bayside Road, Gibraltar,GX11 1AA Phone: +350 200 68 450 UK Office: 2nd Floor, 3 Hardman Square, Spinningfields, Manchester, M3 3EB Phone: +44 (0)161 9149785 Website: www.ramparts.eu Email: info@ramparts.eu