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JP is a corporate, commercial technology, & data lawyer with 18 years of experience. JP’s international client base includes global brands, online platforms, tech-businesses, regulators and regulated companies in telecoms, energy and transport sectors.
JP has a wealth of corporate law experience and has participated in Brexit Civic Forums at the invitation of the Irish Prime Minister. In addition to JP’s corporate and commercial legal workload, JP also serves as non-executive director, company secretary and audit committee member for several external organisations located in Bermuda, Zurich and Belfast – all of which makes him uniquely placed to advise on the latest risk management, audit and corporate governance practices.
Corporate Law
- Shareholder & Investment agreements for seed, series A, crowdfunding and private equity deals
- Articles of association
- Business reorganisations
- Asset purchase agreements, share sales and vesting
- Share option schemes (EMI & CSOP)
- Share capital reductions, forfeiture, and buy-backs
- M&A work plus support on resolutions, minutes, data-rooms, due diligence and company secretarial
- Corporate governance policies & handbooks
- Directors’ legal duties
- D&O indemnities
- Whistleblowing & bribery programmes
- Non-Executive exits and appointments
Commercial Technology
- Software as a Service
- Platform as a Service
- Commercial contracts (including master services agreements and licence agreements)
- Reseller, franchise, supply and consultancy agreements
- End-user licences
- Website terms and conditions
- Whitelabel & API contracts
- Fin-tech & open banking
- Telecoms, mobile network operator agreements (MNO & MVNO documents)
- Software & application development agreements
- Sandbox terms and conditions
- Procurement & tendering
Data Protection & Regulation
- GDPR compliance toolkits
- Privacy impact and data protection impact assessments
- Data breach procedures and investigations, and regulatory ICO enforcement
- Privacy policies & privacy notices
- Records retention & disposal advice
- CCTV policies & consent forms for use of image rights
- Data sharing, data processing and electronic marketing
- “Lawful basis” reviews
- Subject access requests & freedom of information
- Chief Information Security Officer & Data Protection Officer support
- Airport, water, transport, gas, electricity & energy regulation
- Brexit support to Irish & UK governments
Corporate
- Undertook a corporate restructure of Translink Group including bus, rail and networks businesses.
- Advised on a state-of-the-art £105 million manufacturing joint venture with a Spanish rolling stock company.
- Undertook a recapitalisation and re-domicile transaction for a major Danish fund in its relocation of a core business from the USA and Mexico to London.
- Advised upon implementation of Enterprise Management Incentive (EMI) share schemes and Company Share Option Plans for several clients.
- Implemented share buy-backs, share forfeitures and reductions of share capital for several companies who have exited various directors and shareholders.
- Advised Boards on directors’ appointment terms, voting rights, Directors & Officers (D&O) indemnities and crafting bespoke articles of association for different scenarios.
- Advised on crowdfunding platforms and their terms and conditions of fund-raising.
- Drafted shareholders agreements and investment agreements for seed-rounds, series A and private equity transactions for UK growth companies (such as Tech Nation supported companies).
- Created several corporate governance handbooks and training programmes covering directors’ duties, anti-bribery programmes, whistleblowing investigations, fraud and risk management.
Commercial Technology
- Negotiated dozens software-as-a-service and platform-as-a-service-agreements (Saas & Paas) for fin-tech and reg-tech companies with a global reach (such as Moneyhub and AuditComply).
- Designed consultancy, sponsorship, collaboration and supply agreements for E-Sports clients, the 2012 London Olympic Games Organising Committee, the 2013 G8 Summit in the UK and the 2014 Commonwealth Games organisers.
- Designed contract and income payment structure for a £100 million smart ticketing system for a national transport network, including protecting IP, novations, user licences and assignments.
- Drafted, negotiated and implemented a £10 million+ Wi-Fi service agreement for a national communication network
- Advised as deputising General Counsel for Southern Cross Cables in New Zealand on capacity and supply agreements and have attended key board and shareholder meetings in Bermuda.
- Advised several telecoms clients on contracts between mobile network operators (MNO), mobile virtual network aggregators (MVNA) and mobile virtual network operators (MVNO).
- Acted as procurement panel adviser on over 400 contracts worth in excess of £1 billion (including PQQ, ITT and BAFO for a new £200m Transport Hub and a pioneering hybrid-electric fleet of vehicles worth £90m).
- Designed purchase and licence terms for IT hardware and software including negotiations with BT, Microsoft, Ingenico, Parkeon and BT. Provided creative escrow solutions for source code access.
- Advised on distribution, consultancy, franchise, reseller and agency model agreements for F45 Gym’s European expansion, for Decision Time’s boardroom software, and Anaplan’s financial management software (through Bedford Consultancy Services).
- Successfully defended the All-Island regulator from commercial challenge by a US power generator in a commercial contracts case worth £260 million (one of the highest-valued contract disputes ever in a Northern Ireland court).
Data Protection & Regulation
- Acted as Chief Information Security Officer (CISO) and Data Protection Officer (DPO) for 8 utility companies (for more than 3 years) – which required creation of privacy policies, data processing addendums, cookie policies, website terms, consent forms, and a GDPR compliance toolkit.
- Advised on privacy and image rights for several media platforms and video producers (included privacy impact assessment and controls over the right to be forgotten).
- Provided GDPR training for several clients alongside the Information Commissioner (ICO).
- Designed data breach protocols for clients to use in the event of data-leaks / cyber breaches.
- Advised on over 300 data subject access requests, social media postings, freedom of information requests, environmental information requests, and privacy impact assessments.
- Project managed 2-year plan and a team of more than 80 employees in designing and implementing a Counter-Fraud and Anti-Bribery strategy.
- Co-designed the commercial bidding code and underpinning regulatory legislation for the Single Electricity Market and its regulatory boards in Northern Ireland and Ireland.
- Represented Great Britain and Northern Ireland regulators at key European Council meetings where energy liberalisation directives were passed into law.
- Wrote several regulatory licences and conditions for regulated entities in the water, transport and energy sectors.
- Advised on airport slots co-ordination and regulation for the UK.
Please note: The experience list above may include examples of work completed prior to joining Keystone Law.
Recognised by the Legal 500 2018 for M&A up to £50m and Northern Ireland: Corporate and Commercial
Participated in the Irish Prime Minister’s Civic Forum on Brexit (at his invitation), and have been a trainer / public speaker at events by the Institute of Directors, Whitehall officials, and others.
Certificate in Corporate Governance from the Institute of Administrative Management, full member of the Institute of Directors, and affiliate member of the Institute of Chartered Secretaries and Administrators.
| 2018 | Equiis Technology | Company Secretary in the UK |
| 2017 | Keystone Law | Consultant Solicitor |
| 2014 | Northern Ireland Housing Executive, Northern Ireland Public Service Ombudsman | Non-Executive Member |
| 2010 - 2017 | Translink Group | General Counsel & Company Secretary |
| 2006 - 2010 | NI Utility Regulator/Energy Regulator | Legal Director |
| 2004 | Qualified as a solicitor in Northern Ireland |
| 2003 | Qualified as a solicitor in England and Wales |
| 2001 - 2006 | Private Practice (including Clifford Chance LLP & Arthur Cox) | Corporate Lawyer |
