General counsel | Gewiss
Sergio Rubini
General counsel | Gewiss
How do you approach managing legal aspects during periods of instability or crises, and how does your legal strategy align with the broader business strategy to ensure the organisation’s resilience? ��
When we talk about times of crisis, inevitably, the first thought goes to the pandemic period, which has severely tested our resilience from both personal and professional perspectives, especially for those, like me, who live in Bergamo.
However, history teaches us that great opportunities can arise even in times of crisis. The pandemic gave a significant boost to digitalisation, enhancing the ability to work remotely and pushing us all to rethink our ways of working, relating to others, sharing information, and developing strategies.
We have learned that even in times of crisis, it is possible to work together while being apart, share substantial information, and manage business risks. Based on these lessons, we in the legal function have introduced new good practices: first and foremost, sharing with the entire legal team the information exchanged in meetings with top management. This ensures that the whole team understands the corporate strategy, feels involved in its implementation, and is motivated and able to impact events. It is also essential for the entire team to be aware of the macro scenario in which the company is operating, to understand the critical issues that may affect the company or parts of it, so they can contribute effectively by adding value through their daily support to colleagues.
All this requires a clear understanding of the strategy; otherwise, there is a high risk of supporting actions that are not aligned with the strategy. A priority during times of crisis and instability must undoubtedly be proximity: it is necessary to be close to sensitive areas, have quality information and data available to assess legal risks, monitor consistency with the corporate strategy, and evaluate actions to mitigate such risks in a constant support to the business. It allows us to understand the corporate strategy; at the same time, having a constant flow of information from the market and more operational functions allows us to verify the strategy against real conditions. A dual perspective that enables us to adjust decisions and strategies according to the objectives.
During periods of crisis, there is often intense legislative activity resulting in frequent regulatory changes which significantly impacts the business. Therefore, it is essential to anticipate these trends by understanding the legislator’s direction in advance, not to be caught off guard, but especially to be the primary consultants to the company’s top management in affirming the corporate strategy despite these changes.
What are the main cases or transactions that you have been involved in recently?
In recent years, Gewiss has been experiencing significant activity leading the company to achieve important goals.
In the last years, we have faced several challenges. Among the most important operations, the acquisition of Performance in Lighting, one of Italian leading industrial players in the professional indoor and outdoor lighting sector, with several subsidiaries and affiliates worldwide and a significant history in the field.
This operation saw the legal team of Gewiss involved in the entire acquisition process, from the due diligence phase to the definition of contractual agreements, as well as in post-acquisition integration activities such as, for example, the redefinition of the company’s governance.
Another strategic operation is the acquisition of 100% of Pulsar Engineering’s share capital (Thinknx), a company active in the world of home automation and therefore extremely complementary to the offer of products and solutions by Gewiss.
In this case, too, the Gewiss team was engaged in due diligence activities and negotiating acquisition contracts. A particularly satisfying aspect was the speed of execution, which allowed the company to conclude all necessary agreements to achieve corporate objectives at the beginning of this year. In the post-acquisition phase, the legal team is engaged in integrating the company’s business within the Gewiss Group.
Furthermore, the legal team has been involved in a series of business development initiatives through the establishment of new commercial companies in foreign countries, such as Sweden and Croatia lastly, taking care of all corporate aspects (AoA, BoD management, etc).
In addition to extraordinary operations in recent years, I would like to mention another initiative directly supporting the business by our team. This initiative aimed to protect the Gewiss brand based on a preliminary intelligence activity, which allowed us to exploit specific legal institutions that, once implemented, led to the immediate cessation of such misconduct and instead activated new and virtuous business relationships.
I believe these operations well represent the spirit of our legal team I am proud to lead, focusing on business development and rights protection, but always from a business perspective.
What do you see as the major legal challenges for businesses in Italy over the next five years and how are you preparing to address them?
I believe that the great challenge in the future of the legal profession is undoubtedly technology. We live in a context where all organizations are already implementing strong digitalisation affecting many aspects of professional life for those working in companies, including the legal sector.
In international groups, it is increasingly necessary to create information-sharing tools, monitor local initiatives, and generally map the legal risks of the entire corporate reality.
Just think of the world of compliance, which increasingly requires information sharing, documentation, and constant risk assessment or the world of contracts and litigation.
To date, for example, we have digitised many activities in the corporate field, for example by introducing smart BoD as well as all the documentation related to the group’s proxies, we have introduced new tools that allow us to quickly manage compliance obligations, we have digitized the contract signing processes while we are still identifying the best solutions for the use of smart contracts.
Technology will allow us to process an incredible amount of information that would require long analysis times without technological support. Technological evolution should enable us to access relevant information quickly, accelerating the analysis process and consequently the decision-making process. Just think about the amount of data related to jurisprudence, rather than the rapid analysis of contractual clauses made by an artificial intelligence.
Therefore, the support that the company provides in terms of training with sector experts is crucial to pragmatically identify areas of application for artificial intelligence in specific sectors, enabling constant and, above all, effective innovation.