Vicentiu Ramniceanu is the Legal Director of the Romanian National Lottery Company (“Compania Nationala Loteria Romana S.A.”), a role that he has held since June 2013. Prior to joining the Lottery he worked as Supervisor, Corporate Banking, for Banca Comerciala Romana from 2011 to 2013, and for EY as Senior Legal Counsel from 2008 to 2011. His earlier experience included working as Senior Legal Counsel for Oglinda Nemes Voicu and the A.C. Pop Law Office and as Legal Counsel with Sulica Protopopescu Vonica, EOS KSI Romania, and the UNHCR.
Please tell us a bit about your career leading up to your current role.
V.R.: Becoming a lawyer was a dream come true, as it is a tradition in my family. I had the unexpected opportunity to work as a trainee lawyer with one of my former university professors, concentrating at first on the foundations of civil and corporate law.
Following that I took on successive challenges – several collaborations with international organizations or law firms – that introduced me to both marvelous and complex fields of law, including humanitarian law, real estate, public sector, M&A, IP law, and capital markets law. I call this experience a valuable one for we know that any large company is required to comply with legal requirements in most of the aforementioned areas. Building on the desire to deepen my knowledge of banking law, in 2011 I joined one of the major financial institutions in Romania in corporate legal services for a couple of years. That was an intense period, due to a call for quick adjustment to the bank’s workflows, a switch to a new Civil Code, and compliance with complex legal data processing, all in a fast-moving environment. It was a successful experience, owing to specific abilities I had acquired previously by working within a Big Four company. Later on, in 2013, I joined the Romanian Lottery as General Counsel.
I should mention that during these fifteen years of legal practice, I was inspired and supported by generous, hard-working, and experienced professionals, each of them contributing, through their example, to most of my achievements. Should they recognize themselves in this posture, I assure them, once more, of my deepest appreciation.
You work for a rather unique type of a company. How does your role as a GC in it differ from previous in-house roles?
V.R.: The Romanian Lottery is a state-owned company operating in a private, competitive environment. Although gambling is not a harmonized field at the European Union level, the principles enshrined in EU Treaties as well as competition and state-aid legislation shape gambling legislation and practice in Romania and in other EU member states.
In my capacity as the GC of the organization, my first priority is to respond to legal risk management requirements, both internal and external. Besides driving on-going legal activity, my personal concern is to provide documented, actionable advice to management and to internal beneficiaries in every area, most frequently in labor, public procurements, and gambling. Differences from previous assignments include the specificity of the company, entrenched practices that required updating, changing legislation, and responding to various public authorities’ and institutions’ control missions, each of them with a different, specific approach. Working in a public company imparts additional responsibility in our daily missions since every risk can have an impact on the company’s ability to fulfill its public interest purpose.
On a day-to-day basis, what type of work takes up the better part of your time?
V.R.: From the very start I must say that every task has its particular weight and influence in the overall process. It is for this reason that, after consultating with the management of the company, I establish daily priorities, which are then imparted to the legal team. I like to stay close to people and advise them, or brainstorm solutions, with everyone’s experience being a valuable asset in our work. I also try to save a couple of hours in the afternoon for legal updates and in-depth analysis of complex issues.
The website of the Lottery lists 15 pieces of legislation and legislative updates as the basis of its operations – with two dated 2015. What were these two recent updates, and how did they affect the company?
V.R.: Gambling legislation has gone through some major changes in the past 12 months, all testing our ability to respond quickly, analyze, draft contributions, and adapt our procedures and work. All of our efforts were aimed at the utmost protection of the Romanian Lottery’s interests and its specific mission, combined with aligning our activities to recommended practices in the field.
Amendments to the gambling law generated additional obligations for gambling operators, all meant to ensure a safer, more responsible environment for the players. In 2013 the authority in the gambling sector – the National Gambling Office, an entity subordinate to the Romanian Government – initiated a new framework to gambling legislation.
Legal norms, enacted in the last 12 moths, regulate new activities and new products for the Romanian gambling market, such as land-based and remote (online) betting exchanges, remote casino-type games, poker games carried out in poker clubs. and raffles or temporary gambling activities carried out in resorts. Moreover, mutual betting activities, both online and land-based, exited from the monopoly of the Romanian Lottery. Furthermore, all activities organized by various economic operators to stimulate sales which do not involve a participation fee or additional expense from the participants, or an increase in price from the one the product had prior to the advertising campaign, are subject to the prior approval of the Office.
How large is your legal team and how is it structured?
V.R.: The Romanian Lottery is a large company, with almost two thousand agencies operating at the national level. Therefore our legal team, encompassing more than fifteen legal counselors, provides specialized assistance both at a central level and to the territory, whenever such assistance is required. Two services divide our legal work into legal advice and real estate issues on one side and litigation with authorization attributions on the other side.
As someone not exposed to the industry in-depth, highlighting real estate and authorization attributions litigations seems a bit surprising. Can you elaborate about the scope of work within those two areas of your legal team?
V.R.: Our colleagues from the legal advisory & real estate team are entrusted with the task of supervising and safeguarding the company’s rights in respect to its immovable assets and ensuring the registration of these assets in the Land Book. Their attributions are separated from the activities of the other team, which covers litigations and authorizations. The last two are not connected, meaning that our litigations cover the usual disputes related to labor, contesting minutes of contraventions, or the settling in courts of law of various issues related to non-fulfillment of duties arising from contractual relationships.
Do you have a dedicated regulatory function, and how would you say its operations vary from a private company?
V.R.: We do have a dedicated team to fulfill regulatory obligations. This team is integrated in our Legal Division and attends to any authorization process. Additionally, the advisory legal team and the General Counsel are responsible for following any legal developments, both general and specifically related to the gambling sector. Since I took office this team has provided opinions, comments, and support in drafting laws, and taken any opportunity to express our position in respect to specific gambling legislation. I should mention that it has been commonplace within the gambling industry to have public consultations on gambling legislation amendments within a consultative panel of the Romanian authority in the field – the National Gambling Office.
The selection of law firms by public companies tends to be a heavily scrutinized process in Romania, and in CEE in general. What best practices have you developed to meet this challenge?
V.R.: I was invited during a summer law school to describe the advantages of becoming an in-house lawyer. Capitalizing on the experience of almost a decade in-house, I felt it was important to mention the ability of an in-house lawyer to understand the entire process surrounding a legal issue, the easiness to address questions and to inquire on the matters at hand. Specialization came second as an asset, with the same legal counselors performing all parts of a legal operation, whether advisory or litigation. Working for the same employer for years, of course, can also generate costs related to routine, lack of motivation or of experience in unfolding a major project, lack of familiarity with particular types of competition inquiries or the merger/acquisition process. In this context, and for matters that stand outside the usual workload of a company legal department, specialized outsourced assistance may be required.
Law firms able to demonstrate competence and experience, dedicated lawyers, and a presence in top-tier specialized rankings – along with an offer of reasonable fees – may be selected, according to the applicable legal framework, in line with specific acquisition procedures.
Since excessive use of external counsel became a matter of concern for the prudent expenditure of public funds, public companies have begun manifesting a growing interest in the process of capacity building and empowering internal counsels, though benefiting from a law firm’s qualified expertise during harsh times may always be advisable.
On the lighter side, early in your career, you were involved with several non-profit organizations, including Handicap International and the UNHCR. What satisfies your activist needs these days?
V.R.: I’m glad that you mention this and admit that my activist period, as you call it, inoculated me with principles and values I still apply today. It is not by chance that foreign students or graduates undergo voluntary service before getting a job, no matter their area of specialization.
In any position, awareness of stakeholder interests is a must, whether we’re talking about clients, employees, or the community in general. Understanding this phenomenon, I looked for opportunities to contribute to increasing the corporate social responsibility effect, with my volunteering work involved planting trees (while with EY), supporting community projects through a dedicated grants platform (“Bursa Binelui”), and getting involved in various projects developed by NGOs. It is always the right time to do the right thing at the right place.
The views expressed in this interview belong solely to Vicentiu Ramniceanu and in no way are to be construed as official positions of C.N. Loteria Romana S.A.
This Article was originally published in Issue 2.5. of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.
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