As Aricent Group’s legal vice-president, Nichola Andrews is at the heart of the fast-moving and legally fraught mobile technology sector
Position: Vice-president, legal
Reporting to: Senior vice president, general counsel and secretary
Employees: Approximately 12,000
Global legal capability: 16
Law firms: Bird & Bird, Franklin-Paris, Latham & Watkins, Osborne Clarke, Pillsbury Winthrop Shaw Pittman
Aricent Group legal vice-president Nichola Andrews, formerly an IT partner at Taylor Wessing, admits she never expected to end up at a technology company.
“When you think ’technology services and IT’, you tend to think ’boring’,” she muses. “But once you peer under the covers, you realise it has this exciting, current, sexy side. Mobile technology is one of the most talked-about sectors in modern society and we’re at the heart of it.”
And Aricent certainly is at the heart of things. Its software is on more than 500 million handsets worldwide and the company has more than 400 clients, making it one of the largest privately held companies in Silicon Valley.
In the middle of all this, Andrews and her small legal team have managed to avoid the rush of mobile handset-related lawsuits trending in the US – a rush that has been rising 25 per cent annually since 2006.
“Everyone is looking to exploit their technology through licences,” Andrews observes, noting that damages awards in US patent cases commonly exceed $100m (£61.8m). “Litigation offers a powerful way to block competitors, causing a wave of US patent litigations that has now trickled down to the UK and Germany. It’s a market that’s throwing up new legal issues across the globe.”
With the number of infringement cases growing, Andrews and her legal team need to think fast.
“Hundreds of patents are buried in smart phones. Not only are your phone’s camera, chips and other guts patented, but so too are specific features such as the swipe-to-unlock function on the Motorola Droid,” Andrews explains. “A company with a huge design pedigree such as Aricent can be sued if an engineer designs a feature that’s unknowingly covered by a third-party patent.”
But fortune favours the brave. And with clients such as Vodafone, Disney and Sony, brave Aricent must be.
“The challenge is working out how a company such as Aricent, which does very innovative and complex deals with its customers, can manage risk when engineers are designing new features for apps,” says Andrews, noting that more complexity – Aricent licenses software for telecommunications design, manufacturing and services – equals more risk. “Our response is to do more to track the market while raising awareness of the issues involving infringement.”
It is a task met with zero heel-dragging. In April last year the legal department established a new role of IP counsel to work with Aricent’s engineering team and set up a patents’ committee, while next month sees Andrews launch a legal training programme for her internal sales and business unit clients.
“Our task will continue to be managing risk appropriately while not stifling new business,” she adds, highlighting the fact that, to date, Aricent has not been involved in any patent lawsuits.
The day-to-day technical task is getting companies to agree to terms that deviate from their standard conditions. “These include appropriate caps on liability, so that if a claim occurred our maximum exposure would be quantified and covered,” she says. “The challenge for me is to agree such terms with companies when we’re one of many vendors navigating our way through their procurement department.”
With the word ’risk’ hanging on every sentence, what made Andrews join the volatile telecoms arena?
“Communications and mobile technologies are connecting people, brands and ideas in ways never thought possible,” she enthuses, documenting her journey from Taylor Wessing to Hewlett Packard, which she joined as senior counsel in 2003 before taking up the role of Emea general counsel for Perot Systems in 2008. “When approached by Aricent in 2010, it seemed they were well positioned to take advantage of this boom while offering me an opportunity to break into a new branch of IT.”
Andrews’ next challenge is finding and keeping the best staff.
“That’s a big area of change for in-house lawyers,” she says, pointing to the diversity of her own legal team. “With squeezes on budgets and headcount, you need three types of people – negotiators, technical lawyers and sales people – in one.”
While there is no doubt versatility is a catchphrase heard in many legal circles, Andrews explains why her team needs to be particularly flexible.
“Because of competition and margin pressures, Aricent’s clients are now forced to look at new markets and differentiated products to engage their customers,” she says, suggesting that Aricent’s legal team is not only working under a hugely varied umbrella, but also a constantly moving one. “I look for attorneys who have experience on the services and products side so they’re comfortable advising on a diverse range of legal and commercial issues. I also expect them to drive deals, run negotiations and secure internal inputs and approvals from stakeholders. The days of an in-house lawyer being just a lawyer are gone.”
general counsel, Aconex
Aconex, an online collaboration platform for engineering and construction projects, is a ’mini-multinational’. We support projects in 70 countries from 43 offices, with about 350 staff. We’re still very much in growth mode.
In a globalised software market, all our clients expect familiarity – and adherence – with local practices and their implications. But how is this possible in a small legal team of four?
We’ve distilled this challenge down to an appropriate balance between consistency and customisation. While we’d like to have every client purchase standard products on standard terms governed by a common law jurisdiction, the reality is that simply isn’t possible. So Aconex has adopted three principles to deal with the challenges oflocalisation in a global market.
We’ve adopted a code of business ethics that sets out immutable principles that can be applied to a broad range of business decisions. Our code relates our global compliance obligations to our values, in a way that makes it easy for client-facing personnel to communicate. We focus our efforts on key commercial principles. For Aconex it’s balancing risk and return, ensuring collectability and minimising deviations to the product roadmap. A focus on these three principles allows us to quickly resolve the 20 per cent of issues that will achieve 80 per cent of our business objectives.
We have a trusted relationship with Baker & McKenzie. Because of its geographic breadth of operations, the firm understands the challenges of localisation, and provides its advice accordingly.
regional general counsel and CAO, IPC Information Systems
Working in a technology company selling communication solutions to the global financial trading sector has presented challenges. These arise primarily from our customers’ environment and the pace of technological change.
With the financial services community facing increasing scrutiny and regulation, it has become apparent that their tolerated risk profile has significantly changed. Contract negotiations have become more complex and compliance issues more common.
Areas such as data protection and confidentiality have now taken on increased significance. Where basic contractual clauses once sufficed, customers are requiring detailed policies, procedures and stringent obligations. Where our staff have access to our customer’s sites, customers are requiring detailed background checks.
In addition, over the last couple of years, customers are asking us to take on risk associated with their compliance with the financial services regulations. This is a burdensome risk for a non-regulated company.
Customers are also wrestling with their desire to have global master contracts with their competing requirement to ensure full compliance on a country-by-country basis, creating ever more complex contracts.
From an internal perspective, our legal team is spending more time with the business helping to facilitate these changes while mitigating risk and ensuring compliance with local laws and regulations on a global basis, and the flow-down through the sales process to our customer contracts.