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TRANSCRIPT
/
Alicante
Berlin
Bratislava
Brüssel
Budapest
Bukarest
Dresden
Düsseldorf
Frankfurt/M.
Hamburg
London
Moskau
München
New York
Prag
Warschau
noerr.com
/
Alicante
Berlin
Bratislava
Brüssel
Budapest
Bukarest
Dresden
Düsseldorf
Frankfurt/M.
Hamburg
London
Moskau
München
New York
Prag
Warschau
noerr.com
Digital Business
5 June 2018
Dr. Torsten Kraul
Dr. Stefan Schwab
/ Agenda
1 About Noerr
2 IT, Outsourcing & Data Privacy
3 Key Trends
4 General Data Protection Regulation (GDPR)
5 Employment & Pensions
2
/About Noerr
/ Noerr stands for excellence and entrepreneurial thinking.
With well-versed teams of strong characters, Noerr
devises and implements solutions for the most
complex and sophisticated legal matters. United by
a set of shared values, the firm’s 500+ professionals
are driven by one goal: the client’s success.
Listed groups and multinational companies, large
and medium-sized family businesses as well as
financial institutions and international investors all
rely on the firm.
As one of the top European law firms, Noerr is also
well established internationally with offices in
eleven countries and a global network of top-
ranked “best friends” law firms. In addition, Noerr
is the exclusive member firm in Germany for Lex
Mundi, the world’s leading network of
independent law firms with in-depth experience in
100+ countries worldwide.
/ Expertise
Antitrust & Competition
Banking & Finance
Capital Markets
Corporate/Mergers & Acquisitions
Data Privacy
Employment & Pensions
Intellectual Property
Litigation, Arbitration & ADR
Regulatory & Governmental Affairs
Restructuring & Insolvency
Tax & Private Clients
Automotive & New Mobility
Compliance & Investigations
Digital Business Commerce & Trade IT & Outsourcing Media
Energy
Financial Services Regulation
Healthcare
Insurance & Reinsurance
Private Equity
Real Estate Investment Group
Telecommunications
Advisory
/ Strong international presence
Düsseldorf60 professionals
London5 professionals
Brussels10 professionals
New York5 professionals
Alicante15 professionals
Frankfurt75 professionals
Munich120 professionals
Berlin90 professionals
Dresden25 professionals
Warsaw25 professionals
Moscow20 professionals
Bucharest25 professionals
Budapest10 professionals
Bratislava10 professionals
Prague15 professionals
As of January 2018
Hamburg20 professionals
/ Über Lex Mundi
Noerr ist exklusives Mitglied von Lex Mundi, dem führenden
Netzwerk unabhängiger Wirtschaftskanzleien mit
umfangreicher Erfahrung in mehr als 100 Ländern.
Als Teil des weltweiten Lex Mundi-Netzwerks bieten wir
unseren Mandanten über einen Ansprechpartner bevorzugt
Zugang zu über 21.000 Anwälten weltweit
Jedes Lex Mundi-Mitglied ist in seinem nationalen bzw.
regionalen Markt führend. Gemeinsam bieten die Lex Mundi-
Kanzleien globale Rechtsberatung von einzigartiger Qualität
und Bandbreite. In Zusammenarbeit mit anderen Lex Mundi-
Kanzleien können wir anspruchsvollste grenzübergreifende
Transaktionen und Streitfälle unserer Mandanten aus einer
Hand begleiten.
Source: Who is Who Legal website as of 27 January 2017, Aggregated Rankings Lex Mundi and Global Firms, total of 2.344 specialists listed
/IT, Outsourcing & Data Privacy
/ IT, Outsourcing & Data Privacy
Noerr has been one of the leading IT law firms in Germany for many years. Around 25
experienced experts provide interdisciplinary advice on all legal and tax matters in the
area of convergent technologies, from IT projects, data protection and IT security to
digital media, e-commerce, complex cross-border outsourcing projects, IT transactions
and restructuring.
Our services
Your benefits
Our practice is active in all technology-
related commercial and contractual
matters such as digitalisation projects,
outsourcing, hardware contracts, software
development, system integration and
establishing e-commerce platforms
Industry expertise in healthcare, banking,
financial services, energy, media, insurance
and others
International advice in areas where IP,
antitrust law, litigation, M&A,
telecommunications, procurement law and
distribution converge
Worldwide network
IT projects/Industry
4.0/outsourcing
Industry 4.0
IoT platforms
Outsourcing and cloud computing
Logistics and fulfilment
Global launch of ERP systems
Individual software programming
Software/e-Commerce
Website/frontends
Software licences and service contracts
Marketing and data protection
Cyber security
Social and mobile commerce
FinTech, e-payment, payment methods
Competition and advertising
IT litigation
Advice, support and representation in national and international disputes with IT-specific background (in and out of court or by arbitration)
/Key Trends
/ Key Trends
11
Big Data Analytics
Strategic analysis of opportunities for data
collection and data usage including data-driven
business models
Procuring the necessary hardware (sensors,
smart devices)
Setting up the necessary IT infrastructure
Creating parameters, algorithms and
applications to analyse data and decisions
based on data
The Challenge
Designing precise and comprehensive (licensing)
agreements in line with market standards
Drafting consent forms in accordance with data
protection law
Compliance with data protection and data
security law and other specific regulatory
requirements
Drafting and/or negotiating the necessary
contracts with IT service providers
Our Solution
/ Key Trends
12
Blockchain
Strategic analysis of opportunities for use and
evaluation of their suitability
Structuring and setup of innovative digital
processes and business models
Identifying and implementing possible use cases
in smart contracts
Setting up the necessary IT infrastructure
(nodes) and purchasing corresponding services
(software and database technology)
The Challenge
Structuring in accordance with legal
requirements, especially re. liability issues
Compliance with data protection and data
security law and specific regulatory
requirements
Designing smart contracts in compliance with
contract law and T&C law
Drafting and/or negotiating the necessary
contracts
Our Solution
/ Key Trends
13
Cloud and Outsourcing
Configuring an IT landscape that meets
requirements, including own hardware and
software plus cloud services and outsourcing
Setting up or procuring the necessary service
functions
Implementing the IT security requirements
Setting up and implementing data protection
compliance and open source compliance
The Challenge
Legal support for tenders
Drafting and negotiating procurement,
development, licensing, cloud and outsourcing
contracts in line with market standards
Compliance with general and specific data
protection and security law, open source
licences, etc.
Advising and litigating when IT projects are in
crisis
Our Solution
/ Key Trends
14
Internet of Things
Setting up a powerful IT platform
Designing and developing suitable applications,
also using self-learning software/artificial
intelligence
Creating a plug-and-play solution to connect the
user’s smart devices
Designing a competitive offering for customers
in terms of content and price
The Challenge
Minimising liability risks, especially via contract
design
Drafting and negotiating large-volume IaaS,
PaaS and software licensing agreements
Taking into account the requirements of data
protection and data security law and specific
regulatory requirements
Drafting contract templates for customers, data
licensing and external developers
Our Solution
/ Key Trends
15
Mobile Apps
Strategic analysis of the areas of application for
mobile apps
Designing and developing suitable apps
Setting up the necessary IT infrastructure and
backend systems (such as data processing,
device administration, contract management,
billing and customer service)
If applicable, setting up own app store
The Challenge
Designing T&C and privacy statements for apps
Compliance with data protection and data
security law and with e-commerce law
Drafting and/or negotiating the necessary
contracts with IT service providers and
cooperation partners
Compliance with app store contract terms
Our Solution
/ Key Trends
16
Platforms
Designing an innovative offering that is
competitive in terms of content and price
Complying with legal requirements for
intermediaries
Setting up the necessary IT infrastructure and
purchasing corresponding services
Integrating interfaces with the systems of
providers and customers for automated
processing
The Challenge
Minimising liability risks with a comprehensive
legal analysis
Compliance with data protection and data
security law, e-commerce law, antitrust law and
competition law
Drafting contract templates for providers and
customers
Drafting and/or negotiating the necessary
contracts with IT service providers
Our Solution
/ Key Trends
17
Robotics and Artificial Intelligence
Developing AI-based applications, also with
cooperation partners in particular
Setting up the necessary data pool for training
Procuring the necessary hardware (sensors,
robots, devices)
Setting up suitable IT infrastructure and
frontend systems (apps and web portals) and
interfaces
The Challenge
Minimising liability risks, especially via contract
design
Drafting contract templates for software
licences, machines and devices
Compliance with data protection and data
security law, e-commerce and liability law and
with specific regulations
Drafting and/or negotiating the necessary
contracts
Our Solution
/General Data Protection Regulation (GDPR)
/
19
Comparison: Data Protection Directive & new GDPR
Data Protection Directive (DPD;
95/46/EC)
Only binding on member states
Has to be transposed into national law
Data protection law in Germany:
Federal Data Protection Act, Telemedia Act
(TMG), Telecommunications Act (TKG), etc.
European Court of Justice: "always
comprehensive harmonization" (full
harmonization) by DPD (C-468, 469/10)
Very narrow discretionary powers for
member states
GDPR
Directly applicable
Does not have to be transposed into national law
However: approx. 50 escape clauses allowing
national rules
In particular national rules for employees’ data
possible (Art. 88)
Data protection officer: duty to designate
largely depends on law of member state,
Art. 37(4), second part of sentence
Otherwise mainly:
◦ Public-law sector and
◦ Safeguarding of public interest
Consistency mechanism for "uniform application"
of the GDPR (Art. 60 et seq.)
/
20
Territorial Scope
No reference to data processing 'in context of an establishment‘ necessary anymore
GDPR will apply to the processing of personal data by controllers and processors in the EU, regardless of
whether the processing takes place in the EU or not
GDPR will also apply to the processing of personal data of data subjects in the EU by a controller or processor
not established in the EU, where the activities relate to:
Offering goods or services to EU citizens (irrespective of whether payment is required) and
The monitoring of behaviour that takes place within the EU
Lex loci solutionis (Art. 3)
BROAD WORLDWIDE SCOPE
/
21
Legitimation of Data Processing
Prohibition Subject
to Authorization
Statutory (Art. 6
DSGVO)Consent
Compliance with legal obligations
Tasks in the public interest
Performance of a contract
Protection of vital interests
Justified interests of the controller
Opening Clauses
Free, informed and specific
Unambiguously (no form requirement
Right to withdrawal
Statutory authorization
/
„1st step“: Legitimation of personal data
processing in
„2nd step“: processing of personal data abroad
Within the EU/EEAWithout extra requirements
„Third country“Special legitimation
required („2nd step“)
Adequate level of data protection
Art. 45 GDPR
Safe third country
EU-US-Privacy-Shield
Appropriate safeguards
Art. 46 GDPR
EU standard contractual clauses
Art. 46 (1) (c), (d) GDPR
Binding Corporate Rules
Art. 47 GDPR
Derogations for specific situations
Art. 49 GDPR
Prohibition subject
to authorisation
Consent
Art. 49 (1) (a) GDPR
Cross-border data flowsGDPR
/Employment & Pensions
/ Employment & Pensions
Our experienced team of around 40 advisors is one of Germany’s leading employment
law practices. Complex employment-law advice is still the mainstay for our group of
experts, dovetailed with effective support from other specialist departments.
Our services
Restructuring and reorganisation of companies
Transactions, mergers and acquisitions
Internationalisation
Ensuring flexible conditions of employment and use of outside staff
Structuring employment relationships
Company pension schemes
Matters concerning management boards, board members and directors
Crisis management and crisis communications
Employment compliance
Litigation
Your benefits
Comprehensive advice tailored to fit
your and your company’s needs
Practical solutions with clear recom-
mendations for action which reflect
your company’s objectives
In-depth understanding the specific
advisory needs of the sector thanks
to the specific industry knowledge
Cost-efficiency, speed and lean,
individually selected team
Good contacts to courts and clients;
in Germany, Central and Eastern
Europe and through international
network of partner law firms
/ Immigration LawGerman visa for the purpose of employment in Germany as IT specialist
Blue Card / EU (without the requirement of the approval of the German Labor Agency)
Requirements:- employment contract with a German entity- university degree which corresponds to a German university degree- gross salary p.a. of EUR 52,000 (in 2018)
Blue Card / EU (approval of the German Labor Agency is required)
Requirements:- employment contract with a German entity- university degree which corresponds to a German university degree- gross salary p.a. at least EUR 40,560 (in 2018)- the salary and the working conditions have to correspond to the conditions of comparable German employees
“usual” residence and work permit (approval of the German Labor Agency is required)
Requirements:- employment contract with a German entity- university degree which corresponds to a German university degree- gross salary and working conditions which correspond to the conditions of comparable German employees- there are no other (German or EU national) employees on the German labor market in the area of employment of the applicant
/ Overview German Employment Law Regulations
Social Security: Employment relationships are subject to social security (especially health, retirement and unemployment
social security). Social security contributions are to be paid by the employee and the employer (50/50).
Minimum Wage: The statutory minimum wage in 2018 is EUR 8,84 gross per hour.
Statutory Working Time: The daily working time is (in general) 8 hours per day; maximum 10 hours per day. Working on
Sunday and public holidays is generally forbidden.
Minimum Vacation: The employer has to grant at least 20 days of paid vacation based on a five-day working week; 24 days of
paid vacation based on a six-day working week.
Fixed Term: Employment relationships may be agreed on a fixed term basis for up to two years without justification being
required; for start-ups the maximum term can be four years.
Termination: Terminations of employment relationships pertaining to business units with more than ten employees require
justification on social grounds based on the German Act against Unfair Dismissals once the employment in question has lasted
more than six months.
/Our Team
/ Our Team
Dr. Torsten Kraul provides legal and strategic advice to multinational, national and emerging companies on business transactions in IT, Internet & e-commerce, and data protection matters. He has a particular focus on the implementation of innovative business models for the digital economy including cloud, Internet of things, artificial intelligence, platforms, blockchain and Big Data).
Competences ◦ Internet and E-Commerce ◦ IT law/Outsourcing ◦ Data protection law ◦ Transactions in the TMT sector
Distinctions ◦ Torsten Kraul has been selected by Legal 500 Germany (2018) as one of the "next generation names" in the field of
information technology and outsourcing-information technology. ◦ Recommended as a leading information technology and outsourcing lawyer-information technology (including
contract drafting), Legal 500 (2018). ◦ Recommended as leading attorney for media law by Best Lawyers® 2018.
Dr. Torsten Kraul, LL.M. RechtsanwaltAssociated Partner
+49 30 20942332 [email protected]
/ Our Team
Dr. Stefan Schwab advices national and international clients on all issues relating to individual and collective employment law. He is specialized in managing director service agreements, employment contracts and employment related aspects regarding restructuring, M&A and outsourcing projects. In addition, Dr. Stefan Schwab has a focus on company pension schemes, especially in connection with M&A transactions and outsourcing projects.
Competences ◦ Labor law ◦ Managing director service agreements and employment contracts◦ Company pension schemes◦ Transfer of undertaking◦ Outsourcing
Dr. Stefan Schwab Rechtsanwalt, Attorney Specializing in Labor Law Associated Partner
+49 30 20942317 [email protected]
/Awards & Offices
/
European Law Firm of the Year
British Legal Awards 2016
Law Firm of the Year:IP, Antitrust, Trademarks and Unfair Competition
Juve Awards 2015
Germany Law Firm of the Year
Chambers Europe Awards 2015
Law Firm of the YearLaw Firm of the Year: M&A
Juve Awards 2014
Transatlantic Equity Capital Markets Team of the Year
Transatlantic Legal Awards 2017
Global Dispute of the Year: U.K. Litigation
The American Lawyer Global Legal Awards 2015
Legal Awards
Law Firm of the Year:Banking & Finance
Juve Awards 2017
Law Firm of the Year: Germany
The Lawyer European Awards 2015
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