Category: In-house

  • Inside Insight: Interview with Luiza Oprisan, Head of Legal at Kanal D

    Inside Insight: Interview with Luiza Oprisan, Head of Legal at Kanal D

    Luiza Oprisan is the Head of Legal of the Kanal D television station in Romania, which is owned by Dogan Media International S.A. – a subsidiary of Dogan Yayin Holding, the biggest media group in Turkey. 

    Oprisan’s experience includes working as the Deputy Legal Director of Vimetco Management, as a Deputy Manager, Tax and Legal with PwC, the Head of International Law Office with BANCOREX, and as a Judge with the Bucharest Sectors 1 and 2 and Tulcea Courts. She also spent a couple of years in Montreal, Canada, working as an Assistant Manager/Human Resources with B.E.S.T. Security.

    CEELM:

    You have quite a colorful career leading up to your current role with Kanal D. What were the biggest challenges when you took on your current position?

    LL.O.: It is quite varied indeed – at least in as far as a lawyer’s career is concerned. 

    There were plenty of challenges, both when I started [at Kanal D] as well as some that sprung up along the way. I had to learn a lot about television from a legal stand-point. The variety of work that comes my way – ranging from general freedom of the press and freedom of speech to applying legal knowledge related to corporate and contractual law, labor law, licensing, and managing the relationship with the CNA [the National Audiovisual Council of Romania – ed.] – is something I have to be able to cope with on an ongoing basis.

    CEELM:

    You mentioned the right to free speech. How does that come into play?

    L.O.: There have been several litigations I had to handle related to celebrities claiming intrusions into their private lives. I always found these cases fascinating since court proceedings represented, in their basic form, a fundamental debate between the freedom of expression of our journalists and that of the right to privacy of individuals with the status of public figures. We won every single case in this area – which I am naturally happy about – but further than that, the balancing act between the two rights is something I always enjoyed exploring. There have also been a few cases in the area of image right (personal/professional), one mediated and the other partially admitted by the Court, where we made some journalistic mistakes, but finally the outcome was a balanced one between the parties involved.

    CEELM:

    Your experience includes working as a judge. In what way has this experience helped you as an in-house counsel?

    L.O.: Professionally speaking it helped a great deal. First, it furthered my legal knowledge to the standards of a good judge. At the same time, it taught me invaluable tools in treating parties, which I later made a point of applying to all my colleagues: respect, attention to detail,  and professionalism. Furthermore, when I am now in court as a defendant, I try to apply the same thinking I used to apply as a judge, incorporating in our arguments everything that I remember a judge needs to make a solid decision – simply put, I can still put myself in a judge’s state of mind. 

    CEELM:

    Banking, Tax, and Mining are all areas you worked in prior to joining KanalD. What was it about your current industry that made you stick with it for such a long time?

    L.O.: The creativity and the drive for freedom of expression have always kept me plugged in. At the same time, the people I am surrounded by on a daily basis are great to work with due to their creativity, the extent to which they enjoy their work, and the ongoing pursuit of finding the right balance between creativity and audience ratings.

    In terms of specific legal matters, authorship rights and all its implications are fascinating to work with as well. At the same time, working with the CNA is also an interesting part of the role. In many ways, defending yourself in front of the body is like a mini-litigation. Of course, you can take it further if you are unhappy with the result and contest the decision in court as well, but it is not my approach to do so – I’m more focused on keeping a good relationship with the supervisory body, mostly due to the fact that its decisions are usually legally grounded. Last but not least, the litigations that I mentioned as defendants on right to privacy claims from public figures just keep things constantly interesting. 

    CEELM:

    You’ve said before that your key approach to working with people “is leading by personal example.” How do you apply that in practice in your current role?

    L.O.: For a 300-400-strong organization, our legal team is quite small – 4 people, myself included. The best examples I can think of in terms of personal interactions relate to applying a few principles: respect, common sense, good faith, casualness of the relationship, listening, and patience. In terms of professional principles, I try to implement the following in everything I do: quality, attention to detail, quick response time, willingness to assume extra work if required. I display the above and expect and hope they will be mirrored by those I work with. 

    CEELM:

    Kanal D is held by the Dogan Group – a Turkish company. What cultural differences have you identified working with the Group’s management and how do they influence your work?

    L.O.: I think cultural differences always play a role. In the past I’ve worked under Romanian management (as a judge and with Bankcorex), at PwC I had an Australian Partner for our Tax and Legal, and in Canada the management was, again, obviously not Romanian. I try to always pay attention to cultural differences, and trying to adapt and adhere to their rules and approaches seemed like the right thing to do. 

    In our current organization, the same types of difference can be felt and I have always tried through both professional and interpersonal interactions to be as accommodating as possible to help international management feel welcomed in a foreign environment. 

    CEELM:

    As a former tax professional, you’ve surely been following the ongoing tax amendments in Romania (see page 34). What’s your take on these developments?

    L.O.: I have been following these updates from afar because they are rather interesting but I can’t say I’ve been reading in detail all the ramifications. They sound good overall and I hope they will lead to a balance between growth and fiscal sustainability but, I will say, I believe it all starts from collection and ends with the way its spent. 

    As for our work directly, we need to keep apprised of a lot of taxes: VAT, social taxes, and withholding tax on licenses is a constant with almost all licenses coming as a net fee (especially on Turkish licenses). 

    CEELM:

    As a recent participant to the CEE Legal Matters GC Summit, what was your main takeaway and why should your peers not miss next year’s conference?

    L.O.: I enjoyed most the opportunity to exchange information on applied models presented by the speakers on specific case studies. It’s a really good initiative to offer a platform for GCs to discuss their challenges and exchange best practices. I believe next year’s will be equally useful, if not more so, both to those who attended this year and to new participants. 

    CEELM:

    On the lighter side, what is your favorite thing to do to relax after a long day at the office?

    L.O.: I definitely get to relax a lot when I walk my dog – Bella, who’s a bit of an alien with some saying he’s a Bichon, others saying he’s an Chinese Imperial Dog … regardless, I adore her!

    I also tend to carve out some time to call up loved ones (my daughter, for example, who is now in London) and give myself a bit of time to catch up on the latest political national and international news, and yes, my facebook, before some light reading. 

    Editorial Note: Since this article was published, Oprisan has left Kanal D to pursue a calling for the NGO world. 

    This Article was originally published in Issue 2.5. of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

  • Interview: Marek Szydlowski, General Counsel at TVN Group

    Marek Szydlowski is the General Counsel of TVN Group. Prior to his current role, he was an Of Counsel at Wardynski & Partners, a firm that he joined after spending 2 years as the Legal Director of Provident Polska and 7 years as the Group General Counsel of Agora.

    CEELM:

    As a first step, can you describe your career path leading up to your current role at TVN?

    M.S.: I started work in 1993, which in Poland was a time of rapid transformation. My first employer was Coopers & Lybrand (now part of PWC) and in those times the whole Tax & Legal Department of Coopers & Lybrand consisted of five persons, and I – then a very young and junior lawyer – was given the task of advising on the introduction of VAT in Poland. As VAT in Poland was as new as I was in the legal professional practice, no damage was done. 

    Being a lawyer in the nineties meant that one had an opportunity to advise on projects which were done for the first time, so there were no precedents or experience from past projects. It was up to the teams that I was part of to establish the rules and precedents. We often did that in the CMS Cameron McKenna Warsaw office, which I witnessed grow in five years from 6 lawyers to about 90. Also in Cameron’s I had the opportunity of helping the start-up of the Provident business in Poland, which I later continued in in-house.

    CEELM:

    Prior to your current role, you spent nine years in senior in-house roles (Legal Director with Provident and Group General Counsel with Agora) before returning to private practice. What drew you back to the law firm world?

    M.S.: I had good memories of private practice from my CMS Cameron McKenna days. However, the market between 2000 and 2009 changed. There was, and is, quite a large number of very good medium size law firms that were ready to offer TMT legal advice for quite reasonable fees. Since the majority of these firms were new, they did not have memories of the nineties or the early 2000s where, due to much lower competition, clients were willing to accept higher fees. This meant that the new mid-sized firms had – and still have – cost structures that allowed them to charge lower fees than the old established firms while still making a reasonable profit. Building a TMT practice in a law firm with established position was difficult and slow, but I could see success coming gradually.

    CEELM:

    On the flip side, why did you decide to rejoin the in-house world with TVN?

    M.S.: For a TMT lawyer in Poland who enjoys professional challenges, there is no better place to be than TVN. TVN has the most professional in-house legal unit I have seen in my career. The knowledge that was created and gathered in the unit through its 20 years of experience is, in the Polish legal market, absolutely unique. Also, TVN has always been at the leading edge of corporate and business transactions, which provides a lawyer with the opportunity to set precedents rather than use them. And before joining I heard that TVN had a very likeable and open team, which turned out to be 100% true. 

    CEELM:

    Can you give our readers an example of such a precedent you feel you created since your time with TVN?

    M.S.: An example of such precedent is the new TVN commercial policy regarding airtime sales. It is the first instance of an airtime sales policy that in a transparent manner provides pricing terms for sold airtime.

    CEELM:

    You have spent over 13 years in the TMT sector in Poland. Over this time period, what would you identify as the three main changes in the sector in Poland?

    M.S.: The TMT sector is probably one of the most rapidly changing sectors due to changes in technology and consumer habits. A few years ago Facebook was a no-name, and nobody had heard about Instagram. It was not possible to use big data in the manner in which it is used now. That is the beauty of working in TMT: practically every year brings something new.

    The most notable change in the TMT sector in Poland that I witnessed as the general counsel of a company that was then the largest press publisher was the decline of the printed press from being the number-one medium for consumers and advertisers to its current position. If one looks at ten-year trends of newspaper sales and readership as well as that of advertising spend in printed press the picture is absolutely dramatic. It is even sadder that I personally like reading a traditional newspaper.

    Another significant change in TMT is the increase in the importance of IT systems for companies. I remember legal due diligence exercises from the nineties, where questions about IT systems used by audited companies were on the lowest priority list. Today, the ability to continue to use the IT infrastructure is the most important issue for any company. A side result of that is the quickly growing importance of information-security and data-protection issues – both from the technology and regulatory side. For any company that has a B2C business model data-protection compliance will be one of the most important items for an in-house lawyer of that company.

    CEELM:

    How does a “regular day in the office” look like for you? What takes up most your time?

    M.S.: I report directly to the Management Board of TVN, in particular to the CEO and CFO I work with basically every day. My legal work includes drafting and negotiating contracts, advising on potential or ongoing corporate transactions, and advising on litigation issues, but also providing ongoing advice on any new project or risk-exposure issues that arise. As a manager I often work with my direct reports: the head of the legal unit, who is responsible for providing legal advice on day-to-day operational issues, the head of information security, whose responsibilities include data-protection compliance, and the compliance manager, as well as the corporate secretary. In TVN I am also responsible for quite a large part of corporate affairs matters – as I was in Agora and in Provident. This requires involvement with industry organizations, regulators, and other public authorities. All of the above means that I have no typical working day; it depends on the urgency and importance of the issues that I deal with.

    From my experience I can say that being a general counsel is a 24/7 job, so one has to be ready to work at any time. This is what I tell my internal clients, and my experience is that they never abuse it – I work at nights, on weekends, and on holidays only when it is absolutely necessary.

    CEELM:

    Over the course of your one year and a half with TVN, which would you identify as the most challenging project you and your team worked on, and why?

    M.S.: Working in the TMT sector means that many projects are challenging: all the time there are new types of business and new types of transactions. The legal team at TVN is used to it, so any new type of work that we get is no surprise to us. It sometimes poses a challenge, but never without a solution. In any projects regarding new types of products or activities I am always personally involved to a minor or larger extent.

    The most challenging project for me during my 18 months in TVN was a high-yield notes refinancing performed in the autumn of last year. The project was a success, also thanks to the very good work of external advisors who helped us during the project.

    It is also no secret that currently the two key shareholders of TVN, ITI (a company established by TVN’s founders) and Group Canal+ have decided to review their strategic options with a possible divestment of their stake in sight. This process creates a large number of interesting assignments for me and the rest of the TVN legal team.

    CEELM:

    TVN Group operates in three major business segments: television broadcasting and production, digital satellite pay television, and online. Of these, which are the ones that pose most challenges for your team? 

    M.S.: The TVN legal team is probably Poland’s best legal competence center in respect of legal issues related to television broadcasting. Practically all the television broadcasting work is done in-house, and the regulators and contracting parties respect our legal knowledge and understanding of the television broadcasting issues. This is largely thanks to the head of the legal unit (my direct report) who over the years built a very professional and knowledgeable team. In respect of online legal issues several lawyers from the team – as well as I – have quite extensive experience, so we also deal with most online legal issues in-house. I would say that online is the most challenging part of the work, as this is a segment that TVN is developing quite considerably with new products and services. Digital satellite pay television is operated by a company in which TVN has a minority shareholding, so that company manages its own legal affairs and we do not deal with these.

    CEELM:

    From a regulatory standpoint, what Polish regulation/legislation (either recent or upcoming) gives you most work? What about at an EU level? 

    M.S.: TVN is a broadcaster of eleven channels all, under licenses of the Polish audiovisual regulatory authority, the National Broadcasting Council. A material part of the work of the legal team is related to dealing with the issues raised by the regulator in respect of the programming content of our channels. The audiovisual legislation constitutes an implementation of the EU Audiovisual Media Services Directive.

    Every day the TVN legal team deals with issues related to copyright, which means that Polish and EU copyright legislation is applied and interpreted every day.

    CEELM:

    If you could implement/suggest one change in the Polish legislation for your sector, what would it be?

    M.S.: We need legislation which would allow us to quickly and effectively prevent against theft of our content and prosecute the thieves. The current legislative instruments we have still allow headroom for illegal streaming of our channels or distribution of our content in the sense that although we can eventually close such illegal means of distribution, it does not happen quickly. To clarify, we are not talking about individual users who use our content without a license, but about organized crime groups that treat illegal streaming and content distribution as business ventures. The inability to stop their activities quickly means that often the products they offer get mistaken by an ordinary user with a legal content offering.

    CEELM:

    On the lighter side, which is your favorite TVN in-house production and why? 

    M.S.: As a lawyer I enjoy watching “Prawo Agaty” (English: “True Law”) which is a series about a group of friends running a small law firm. The content of the episodes is consulted by a law firm, so the cases that are presented resemble reality. The only differences between the series and the legal reality happen where they are needed for dramatic reasons – for example viewers would not be able to follow court cases if trial dates were set months away, as happens in real life.

    Every day the TVN legal team deals with issues related to copyright, which means that Polish and EU copyright legislation is applied and interpreted every day.

    This Article was originally published in Issue 6 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

  • Interview: Tobiasz Adam Kowalczyk, Head of the Legal Department and Compliance Officer at Samsung Electronics Poland Manufacturing

    Tobiasz Adam Kowalczyk is a graduate of the Nicolas Copernicus University in Torun. He also studied European Law at the University of Miskolc in Hungary and in the European Academy of Diplomacy. Kowalczyk is actively working on the development of mediation and arbitration. As part of his pro bono activities, he is also the Head of Region in the National Chamber of Mediators and Arbitrators. At the same time, as an expert in the Center for Research and Analysis (Employers of Poland), he conducts research on the socio-economic effects of the actions of public authorities and social partners on socio-economic situation, in particular in the enterprise sector in Poland and Europe. He is serving as the Head of the Legal Department and Compliance Officer at Samsung Electronics Poland Manufacturing. He describes himself as a “target driven and goal-oriented lawyer, valued for commitment, openness, and loyalty to the employer.” He was recently selected from a group of top young lawyers in Poland for the prestigious “Rising Star” award.

    CEELM: You spent over a year in Costa Rica. I suspect there is a story there.

    T.A.K: Story of my life I would say. I went there as a volunteer to teach English and computer skills to children and youths who were at risk of social exclusion. It was an amazing experience, which provided a lot of personal and professional growth. While living in Costa Rica I applied for a job at the Polish Embassy, and I ended up as Executive Personal Assistant to the Ambassador and Deputy Head of Mission. In the Embassy I met my future wife, who had come there just for six weeks to do an internship. Talk about destiny! Actually, it was my wife who brought me to Poznan afterwards. I wouldn’t be where I am today if it wasn’t for her.

    CEELM: You have been working with Samsung ever since its early days in Poland. What were the main projects you were working on during the set-up phase of the company there?

    T.A.K: In order to establish its presence on the white goods market in Europe, Samsung purchased a fully organized part of a local firm consisting of refrigerator and washing machine production plants. Following the transaction the company acquired fixed property, assembly lines, movable property, machines and production equipment, and intellectual property rights as well as employed staff. This transaction paved the way for conducting new investment, which was the subject matter of the application for EU funding. Hence, M&A, EU grant implementation, and post M&A disputes were some of the main projects I was initially tasked with. 

    At that time I was mainly in charge of compliance and managing institutions of state administration and local government, advising on legal topics, and other issues triggered by Samsung’s transaction.

    CEELM: After five years with your company, what still gets you excited about going to work on a Monday morning?

    T.A.K: Samsung’s philosophy is based on strong determination for growth, perpetual innovation, and good corporate citizenship. Our practices have proven successful – we are one of the fastest growing companies and an acknowledged leader in the digital convergence revolution. As one of the largest companies in the world, the possibilities here are truly endless. What is most appealing to me about working at Samsung is that I am not pegged into a specific function or department. 

    My success has been determined by my capabilities, not my job title. I get to use my capabilities to make contributions across a diverse spectrum of company departments. One day I may be implementing a government funding project, the next I may be monitoring the process of transfer of an organized part of an enterprise along with several hundred employees to an external entity, only to finish the week with key suppliers’ audits. To compete in the global market, Samsung focuses on attracting the best talent and offers a corporate culture in which every person can excel. 

    You just cannot get bored here!

    CEELM: When you need to outsource work to external counsel, what are the main criteria you use in picking which firm you’ll work with?

    T.A.K: I believe that choosing an external counsel is a serious decision that should be made based upon specific information about a firm’s reputation and qualifications. The best reasons to choose a particular firm are that firm’s reputation for achieving results, its experience, and its integrity. I also ask my peers in the legal industry for their feedback. When I have to deal with a major case I try to arrange to talk to a former client who has had a serious case handled by a firm about his or her experience. Legal guides can also be helpful tools due to their comprehensive and accurate description of the legal industry.

    CEELM: Since you are based in Wronki near Poznan, do you tend to use local firms or ones in Warsaw more? Do you feel the two are equally sophisticated?

    T.A.K: I would say that this depends on the issue at hand. Local firms can be more flexible in terms of remuneration and working hours, while firms from the capital would normally have more expertise in complex cases. The good thing about Poznan’s legal market is that most of the leading law firms have branches here.

    CEELM: Since we mentioned the comparison between the two “markets,” do you feel the talent pool is strong enough in Poznan or do you tend to turn towards lawyers trained in Warsaw when making new hires for your team? 

    T.A.K: Poznan is a strong academic center, which holds a leading position in Poland. The Faculty of Law and Administration of the Adam Mickiewicz University in Poznan is one of the largest law schools in Poland and has been consistently rated as one of the best. From my experience, students receive comprehensive education, and junior lawyers are equipped with the theoretical and practical knowledge necessary to satisfy the needs of the business. 

    As a curious detail, I can tell you that when I was making the last hire for my team, a lot of lawyers from Wroclaw submitted their resumes. Nonetheless, I believe that securing talented people who are not afraid to fail and aim high is important regardless of where they come from.

    CEELM: From a regulatory/legislation standpoint, what are the recent or upcoming challenges that you faced or will face, and how are you preparing for them?

    T.A.K: Working in a fast paced yet detail-oriented environment with other highly skilled and dedicated professionals who strive to create the #1 home appliance factory in the world amid turbulent economic and industrial outlooks requires efforts to think outside the box. I have been confronted with numerous difficulties in the past. However, I have always overcome these successfully and moved forward thanks to preparation and quick adaptation to changes. New laws, regulations, and public expectations have pushed compliance even higher up the boardroom agenda. 

    Company executives expect me to make sure that effective, robust, and reliable compliance tools are in place. I always try to anticipate and respond effectively to any compliance and regulatory requirements and risks in order to support our performance objectives, sustain value, and protect our organizational brand. I constantly advise on the effect of any operational changes the management board is planning to make and suggest areas for improvement.

    CEELM: On the lighter side, what is your favorite thing to do when you get out of the office on Friday afternoon? 

    T.A.K: The weekend is time for my family to spend time together. I tend to focus on recreational and social activities with family, like swimming with my older son or bicycling. We also like to eat out at restaurants. From time to time I like to escape to the golf course.

    This Article was originally published in Issue 6 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.