Here we look further into the challenges facing In-house and General Counsel by speaking exclusively to Dónall Crehan, General Counsel to all3Media, a group of 21 leading production companies around the world, who operate as independent creators of TV and multi-platform programming and are creative and commercial leaders in their markets.
Q: As General Counsel to a media company which produces TV, film and digital content, what unique legal challenges are raised within your role? How complex does the regulation become?
The scope and breadth of our business, already wide and complex as a result of the different markets in which we operate, is constantly changing, and the pace of that change is increasing every year. As the audience for our content fragments across multiple platforms (old and new) and an increasing number of viewing destinations on those platforms, the challenge for the business is to keep pace with and use this change to build a stronger connection with that audience and take advantage of the opportunities for producers that are generated by these new ways of viewing our content. A focus on digital is almost a cliché for a production business now, but the opportunities that the new digital platforms offer to have a direct relationship with our audience and with the brands that want to reach that audience are real, and producers ignore them at their peril. And of course the disruption has lead to the emergence of new and powerful digital buyers who are fundamentally changing the dynamics of the more traditional side of the market.
In this context, the biggest challenge for me and my team, and for the teams of lawyers advising our production businesses around the all3media group, is to anticipate these new directions in which our business is moving so that we understand the legal issues (old and new) that it will face. It is important to our ability to successfully support the business in achieving its strategic goals that we are ever ready to advise on the new and evolving regulatory frameworks we encounter and developing and refining flexible ways of transacting this new business with these new clients.
In addition to this general international challenge, the consolidation which the TV production sector has undergone over the past decade in the UK (and in which all3media itself has been heavily involved) has brought its own challenges for lawyers and deal makers here. As the larger broadcaster affiliated production groups have been pushed outside the scope of the terms of trade protections afforded to independent producers by law, there has resulted a renewed industry focus on the regulatory environment and the terms of business between those production groups and certain of the public service broadcasters.
Q: The aim of the company is to produce ‘first class content’ across all of its platforms; how do you approach your work in order to assist the company in succeeding in this goal?
To be an effective lawyer for any business, in my view, requires a deep understanding of creative and commercial drivers of that business. Of course it is important for me and my team to be across the regulatory frameworks and transactional structures in and through which the international content industry operates, but it is just as important that we understand the trends that are shaping that industry and driving change in it. This is what connects us to the heart of the business. Without that understanding and connection it is too easy for a lawyer to forget that it is our job not only to point out and explain the rules and regulations to which we are subject, but also to help the business find a way through them without compromising on its values or goals. My aim is that we are a team of lawyers who say ‘yes’, if not always, then almost always – and that means we must be expert enough in our fields (both regulatory and transactional) and confident enough in our expertise that we are able to find a secure way for the business to transact in all the ways necessary for the achievement of its strategic objectives. To succeed we must manage the business’ legal risk effectively while restricting its operations as little as possible. The easier we make this seem, the less our creatives and their businesses will worry about the legals, and the better they will be able to focus on creating world class content.
Q: As general counsel, you must manage all aspects of the company's legal affairs, including corporate governance, compliance, labor and employment, litigation, contracts, and M&A concerns. How do you juggle so many different practice areas and keep on top of the different regulatory frameworks that surround each one?
The only way to do it well is to be surrounded by people who are better than you at it! At alll3media the General Counsel is part of a multidisciplinary and highly experienced executive team lead by the CEO and consisting of COO, CFO, Director of Corporate Development and Group HR Director – so as a business, we have deep wells of commercial, financial and regulatory expertise to draw on, and every issue is considered from more than one perspective. In terms of legal risk management, I think it is most important as a General Counsel to be well informed, and that means being well connected to your business units and to your advisers; and after that, you must know when to seek advice as well as how to give it. My corporate legal team at head office is lean and flexible, and we are very good at identifying risk and making sure we have or procure the expertise to mitigate it appropriately. Most of our production companies have their own in-house legal team, and each of those teams have an excellent understanding of their company’s business and the regulatory framework in which it operates – their transactional, advisory and risk management skills are uniformly best in class. I speak to each of them regularly and I rely on them to keep their businesses safe and my team informed. And finally we have a network of excellent external legal advisers in each territory in which we operate who keep us abreast of regulatory and legal developments affecting the industry, and trends in transactional structures which enable us to be competitive at all times.
Q: All3Media recently acquired New Pictures Limited; can you tell me a little about this deal?
This was a great deal for all3media – the New Pictures creative team is world class, and we are tremendously excited that we were able to bring them into the group. The Missing was one of my favourite shows of 2014, and I can’t wait to see what they do with series 2 later this year! On the legal side, the deal was an interesting one – combining a number of complex structural issues with a very tight timetable for delivery. My team worked very closely with Olswang, who provided an excellent service – incredibly supportive and flexible at all times. A unique challenge of the deal for the all3media legal team was the fact that we did the legal due diligence in-house, and I was very proud of the thorough but commercial approach that we took to identifying and managing legal risk through that process. By keeping the strategic rationale for the deal at the forefront of our minds throughout the process, we were able to deliver a well-structured and risk-mitigated deal quickly and efficiently and without compromising on any of the business’ strategic aims for the acquisition.
Q: What common challenges do you think face general counsel in the year ahead?
I think that in many fields, coping with the transactional and regulatory challenges presented by industry disruption will dominate the corporate legal agenda for 2016; whether the impact is consolidation or fragmentation – there will be work to do in helping businesses adapt to and take best advantage of change. For businesses who are reacting to consolidation in their industries, then I expect that M&A and investment will be a continued focus and challenge, with signs pointing to a lot of deal activity across the corporate spectrum in the next 12 months. And of course there will be the constant challenge to add risk management and strategic value to the business while keeping overhead and external adviser fees low. Be right, be quick, be lean, be mean – same old imperatives, no matter how new the world!
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