< PreviousQUARTERLY Q/3 – 2019 New partner at D&I: Anna Haapanen INNOVATION POWERHOUSE Curious in tech It was love at first sight. Anna became fascinated in the intersection of technology and intellectual property rights already in the beginning of her law studies at the University of Helsinki. Her mother found an old handwritten note from those days this summer from the family’s country house guest book saying: Anna paid us a brief visit and told she has just started studying IPRs. She is so excited! “Little did I know at the time that this spark would become the basis of my entire career“, Anna says laughing contagiously. After graduating from the University of Helsinki and working as an in-house lawyer at Hantro and Nokia as well as an external technology lawyer at Roschier, she earned her LL.M degree at Columbia University, graduating with Stone Scholar honors. With a curious mind and a strong drive to learn more, she continued her path to a very competitive Senior Scholar’s program at Stanford Law School to work on her doctoral dissertation on patent law and free software licensing. She earned her Doctor of Laws (LL.D) degree in intellectual property laws from the University of Helsinki in 2017. About her distinguished academic credentials, she says that her goal has always been to develop her skill set further and to become an expert in tech. “To me, it was all three from the beginning: passion, learning and exploring”, she says. Anna admits that her academic side speaks volumes about her uncompromised classic lawyer stamina and willingness to dig deeper and turn any stone to find not only the right answer, but an actionable solution for the client. Like many of her peers, she has done the heavy lifting at work by Leading international technology and IPR expert Anna Haapanen joined Dittmar & Indrenius as a partner in August 2019. P10 burning the midnight oil and working through the night shifts but even that did not fulfil her urge to study and learn more of technology and the law. “I never took short cuts. I used countless amount of hours just to read, think, write and explore – to me, however, research is not nerdy, quite the contrary”, she says. “It is de lege ferenda that inspires me, the constant development through hard work and resolving the real world complexity into fine simplicity. And that is also the key in delivering clients true business value as an attorney.” Being a very good lawyer is not enough “How to develop from a very good lawyer to an excellent advisor? That is the question, as it makes a big difference”, Anna contemplates. In addition to her academic credentials, Anna has exceptionally extensive in-house counsel experience from various technology companies such as Supercell, Accenture, Nokia, Comptel and Hantro. “As a young technology lawyer, I had to continuously sharpen my thinking when challenged by software developers or sales guys. These experiences provided me with a real world introduction to the secrets of technology law. Those learnings have carried me to this day,” she says. “Nothing is more important than the legal advisor really understanding the surrounding business realities and providing a solution that fits the client’s needs and which the client can easily understand and act upon.” In her opinion, a very good lawyer is able to dig deeper in high-level jurisprudence, be legally solid To become an expert in anything requires exquisite ability to focus and analytical skills in order to grasp the essence and understand the interdependencies within complex matters. In other words, to see the forest from the trees. “I love making deals. The complex tech, IP and data intensive questions and related fast phased negotiations are the fuel for my drive. “ 4 FACTS ABOUT ANNA 1 ALL THINGS BEAUTIFUL Aesthetics is an important source of motivation for me and I appreciate all things beautiful irrespective of whether the beauty lies in arts, design, nature or outfit. Beauty in art experiences elevates above ordinary days, but I also enjoy surrounding myself with carefully selected pieces of design at home or office. Fresh flowers are a must. 2 AD UNGUEM I have a natural attention to detail in science and arts. I admire carefully crafted details where skill approaches art, whether the high-quality craftsmanship is found in fabrics, fashion, furniture, design or handicrafts. I am not into fast fashion, but high-quality items that last. I had many dream jobs, ranging from vet to fashion designer. Had I not become a lawyer, I could be drawing ball gowns. 3 WHERE THERE’S A WILL, THERE’S A WAY I used to think and dream big already as a child. My riding coach, and a role model, always said that where there’s a will, there’s a way. I believed in that saying and applied it to the things I did. Riding was, and still is, my passion. I have been riding around the world from Australia to Iceland and in Sweden and the States. I also had an own horse. When I wrote my doctoral dissertation at Stanford, regular riding lessons at Stanford Red Barn kept me going through the research. When I graduated as a doctor of law, my family gave me, instead of a doctoral hat, a custom-made riding helmet topped with Swarovski crystals. It is blue and shines like a starry night. 4 HOME SWEET HOME I have lived in different countries and made friends in various corners of the world. I feel cosy pretty much anywhere in the world, be it New York, Palo Alto, Taipei, Seoul or Stockholm. This ball feels such a great place when you know there are friends who have your back even on the other side of it. We all share this ball as our home and, at the end of the day, we also share the same needs. -120 Years of Thinking Ahead- Nothing is more important than the legal advisor really understanding the surrounding business realities. “ and sound and even innovative in terms of interpreting a complex legal issue but an excellent advisor is the one who is able to communicate clearly her proper strategic advice, sometimes through hiding a few layers of the legal complexities involved. “While attorney’s role requires being tough at times, the best parts of the profession are the moments when you really connect with your client and have fun at work. I still smile to myself when I think of discussing with one client “the lovely liability model” that we designed together. While the words lovely and liability rarely come in the same package, it indeed shared the parties’ risk exposure fairly in the right manner and conformed to the industry practice”, Anna explains. All transactions are technology transactions At D&I, Anna is excited about cooperating with all three D&I Powerhouses, especially with the Transaction Powerhouse. In Anna’s opinion, all transactions are technology transactions. “If you think of mergers, acquisitions or joint ventures, the key drivers for these transactions are more often the targets’ technology assets”, says Anna. She goes on explaining that PROFESSIONAL BACKGROUND Prior to joining D&I, Anna Haapanen worked at Roschier Attorneys in Helsinki and Stockholm, at Software Freedom Law Center in New York and as in-house counsel at Nokia and Hantro as well as held visiting lawyer positions at Supercell, Accenture, Nokia and Comptel. EDUCATION University of Helsinki, Doctor of Laws (LL.D., 2017) Stanford University, Visiting Senior Scholar (2015) Hanken Svenska handelhögskolan (MSc. (Economics and Business Administration, 2013) Columbia University (LL.M., 2009), Harlan Fiske Stone Scholar University of Helsinki (LL.M., 2004) Admitted: Finnish Bar Association, New York Bar Association POSITIONS OF TRUST President of the International Federation of Computer Law Associations (IFCLA), representative of Finland at International Technology Law Association (ITechLaw) and former Chairman of the Finnish IT Law Association. Member of the Delegation of the Finnish Bar Association, the highest decision-making body of the Finnish Bar Association. Anna is wearing quilted vest: Flags & Cup Vastila, yellow, 149€, pants: Kingsland Kalee E-TEC Fullgrip, dark blue, 209€ and shoes: CW Art Shoe Jodphur, black, 125€. All equipment from Horse & Hound Oy, Helsinki.-120 Years of Thinking Ahead- “ With Anna on board, we are confident that we will be able to meet the future challenges of our clients in demanding technology related assignments and transactions. Besides her excellent substance knowledge, she is also a fantastic person who is open, dynamic and very easy to work with. Most importantly, she shares our core values and cultural cornestones which are key at D&I. ANDERS CARLBERG, MANAGING PARTNER even if the target would not have its own tech solutions, its operations would still run on technology. According to Anna, technology lawyers have a vital role in the whole life cycle of technology transactions from providing legal support for the initial phases of developing disruptive technologies and related business models all the way to acquiring unicorns, establishing joint ventures, transferring businesses or divesting redundancies. Further, they are needed for IP/IT and data related due diligence processes and in all phases of drafting and negotiating share purchase or business transfer agreements as well as all ancillary technology and IP agreements. An important part of technology lawyers’ work is also designing, drafting or negotiating required agreements for the whole ecosystem of the digital businesses, including various types of direct customers as well as end user or consumer facing license agreements. In order to draft required agreements for the contractual whole, one must understand, not only technology and intellectual property rights, but also how the money flows (in or out of pocket) in the ecosystem, and where the underlying liabilities are. Equally important is to understand where the data comes from, where it is stored, how it is processed, where is it transferred and what stakeholders are responsible if there is a data breach and leakage happens. “According to an old Cicero quote, Omnia Mea Mecum Porto, all intelligence that one needs, is stored in the head. Today, pretty much all that we need, is in our intelligent mobile device. However, where ever there is intelligence, there is vulnerability”, says Anna. “Therefore, proper safety mechanisms must be in place to ensure security by design”, she continues. At D&I, Anna will be working side-by-side with Partner Jukka Lång in Innovation Powerhouse in providing strategic legal advice for companies in any industry dealing with new innovations transforming their businesses. The team is known for being the leading digital disruption team in Finland with an exceptional track-record covering new digital business models, data, cybersecurity, Fintech, blockchain and other disruptive technologies. “We are extremely pleased to welcome Anna to our Innovation Powerhouse. She has built impressive credentials with extensive cross-border experience, which, together with her depth of insight from the client side. Anna will have a key role in our team”, says Jukka Lång, Head of Innovation Powerhouse. “This is the kind of collaborative, business-minded law firm culture that I look forward to developing further. I feel that I am at the right place at the right time,” Anna says.QUARTERLY Q/3 – 2019 From innovation to business and beyond INNOVATION POWERHOUSE Today, targets’ technology assets form more often the key drivers for mergers, acquisitions and joint ventures. Business critical technology assets have a fundamental impact on the deal dynamics. Proper intellectual property management of such assets (or the lack thereof) may make or break the deal. FROM INNOVATION TO… Implementation and intellectual property protection Digitalization and sustainability objectives accelerate development of new technologies across all industries. Thanks to online banking and mobile wallets, long in the past appear the days when one actually had to stand in a bank queue. Online- experiences challenge offline experiences as innovative solutions transform every aspect of our lives at and off work from shopping behaviour turning mobile-first (who still has time to brows racks at brick and mortar shops?) to the way we track our health, physical performance and recovery. But how to spot the hidden opportunities from all of the innovations that warrant investments and attract funding inevitably required by further development and implementation of the innovations? For sure, instinct for innovation is required to successfully path the long way from an idea or innovation to implementation and commercialization. Technology lawyers have a crucial role in providing strategic legal advice for development of disruptive technologies. One has to All transactions are technology transactions. P16 decide early on whether to seek intellectual property protection for the results of R&D or whether to rely on non-registered IP or even to make an informed decision to keep the asset trade secret and build other safeguards to protect such proprietary information. Commercialization and business A great innovation, even if it has potential for becoming the basis of disruptive technology and is eligible for IP protection, may remain worthless, if it cannot, for one reason or another, be properly brought on the markets in saleable form and reach the target audience. In order for the innovation to sell, there must be a proper business plan addressing the opportunity and its execution. It may appear simple, but one must really understand how to operate within the ecosystem: who are the direct customers, distributors, end customers, where does the revenue come from and what infrastructure should be built in order for the plan to fly. One of the most interesting, yet also challenging tasks for technology lawyers is to 2 1 Is the technology sold, licensed or provided as a service? “-120 Years of Thinking Ahead- support businesses going disruptive and design the actual terms and conditions for releasing the technology on the markets. Is the technology sold, licensed or provided as a service? Who owns the rights in intellectual property and proprietary data? How to protect cash flow while managing the underlying business risks? Going global mandates also compliance with wider regulatory landscape. Unicorns and technology transactions If the business takes off and is – or has potential for being – augmented by a steady stream of revenue, related technology assets may become lucrative targets on the M&A markets. However, the importance of proper scoping the technology assets and related intellectual property rights to marketable entities cannot be overemphasized. Standalone acquisition of technology, without proper packaging, including properly carved-out ancillary IP rights or the team of key employees, may result in a relatively fast failure and abandonment of the technology after acquisition, while in case of a carefully crafted 3 scope, the technology could become the basis for a smash hit. For the same reason, both sellers and buyers should actually know the IP landscape of the technology assets subject to the transaction, including software (whether proprietary, open or free software) potentially eligible for protection under overlapping IP rights. Overtime technologies come and go, which is why the duration of copyright protection for software assets is miles too long. However, ramping down technologies makes room for new ones. Still, at the time of closing, there is usually a fair expectation of a successful acquisition. Only time will tell what the life cycle of the acquired technology assets will be. Anna Haapanen,Partner, Innovation Powerhouse The data explosion and M&A TRANSACTION POWERHOUSE The data explosion has changed, and will continue to change, the M&A deals we do and how we do them. More and more often, the data of the target is the key asset and the deal driver. The GDPR, providing supervisory authorities with The collection, use, commercialisation and transfer of data has grown exponentially during recent years and data has come into focus also in M&A-transactions. An increasing amount of transactional work evolves around data and the GDPR has put personal data questions on the top of many legal due diligence checklists. extensive powers and involving risks of severe sanctions, has brought personal data and related GDPR compliance on the radar. In all transactions, regardless of the target’s business, the virtual data rooms have grown and the P18 Wilhelm Eklund, Partner, Gabrielle Dannberg, Senior Attorney, Jan Ollila, Senior Partner-120 Years of Thinking Ahead- disclosure material has become more extensive, and performing due diligence manually is getting more challenging because of the large amounts of data under review. Understanding the business and the use of the data In deals where the data is an important or the most important asset of the target, it is paramount to understand whether the data can be used as intended post-closing and to identify any contractual or regulatory limits to the intended use or limits due to the collection of the data. Any hick-ups in the intended future use of data may threaten the entire deal as the commercial rationale falls away. A comprehensive review of key data issues is almost impossible to undertake merely based on due diligence material, and should ideally be kicked off by interviewing target management to gain an understanding of the business and relevant data. Both the seller and the buyer must dig deep to identify any need for data licensing or other disclosing or separation of data in connection with the transaction. Historical GDPR risks and showing compliance Nowadays, privacy lawyers play an important role in M&A deal teams. The GDPR has forced focus on compliance with data protection laws, and even though no or very few targets can claim that they are fully GDPR compliant, it is highly important to identify risk areas and how these can be mitigated pre or post closing. Frequently, W&I insurance cannot be relied on to solve these types of issues, as data protection / GDPR exclusions are commonly seen in W&I insurance policies. An important detail in showing compliance on the seller side is to think about the compliance of the due diligence process itself. This could entail making an effort in vetting VDR providers, especially their GDPR readiness; redacting personal data from the material; and ensuring that the target’s own privacy documentation allow the disclosure of personal data to a potential buyer. Data rooms are growing – AI is on the rise Data rooms are now larger than ever in size, and typically data rooms include thousands or tens of thousands of pages of legal documentation to be reviewed. The common view on the market is that AI and machine-learning technologies will have a transformative impact on M&A due diligence in the long term. In Finland, widespread use of AI technologies is yet to be witnessed, but buyer requests to allow downloading of the data room materials for the purpose of utilising AI technologies are getting more common. The advantages of using AI technologies on the seller side in the compilation of the data room and in preparing vendor due diligence reports are obvious. My own prediction is that AI technologies will be used in all due diligence processes in some form within a couple of years. Gabrielle Dannberg, Senior Attorney, Transaction Powerhouse @GDannberg KEY INSIGHTS Sellers should keep the following in mind when starting to prepare for an exit: Review the data flows and rights carefully to identify the transaction scope and possible need for data related arrangements Ensure that your data room and the material itself demonstrates your GDPR compliance Plan for the use of AI tools early on in the process – both on your end and on the other side of the table Buyers benefit from the following actions: Seek access to target management before starting the document review in order to understand the business and the use of the data Plan your use of AI technologies, and request rights to utilize such technologies as early as possible in the processNext >