Gene Luciani began advising eVestment Alliance when he was with Andersen, Tate & Carr, and he now is GC of the Web-based investment information and analytic technology company. (John Disney/Daily Report)
Gene Luciani began his career in Atlanta with Andersen, Tate & Carr, where he was introduced to the principal founders of eVestment Alliance and advised the Web-based investment information and analytic technology company from its foundation through its growth and expansion.
Now as the company’s general counsel, Luciani also is involved in eVestment Alliance’s corporate development.
As a partner at Andersen, Tate & Carr, Luciani focused on representing technology, start-up and growth-stage companies. Most recently, he served as the general counsel and vice president of Highwinds, a worldwide content delivery and network services firm based in Florida.
Describe your department and your role.
Our group has two lawyers and three contracts specialists, one of whom we have just hired. I work with both the legal group and the business leaders of eVestment to determine our department’s priorities and needed initiatives. Like many legal groups of small- to mid-sized companies, our department touches on just about every aspect of our company’s business, so our group needs to stay informed about what the company is doing today and where the company plans to go in order to properly represent eVestment.
I see my role primarily as the person who needs to be able to articulate the business considerations that impact the legal aspects of our company and, on the flip side, the person who voices legal concerns and priorities to the organization to help inform how we can operate.
Do you use outside counsel? If so, for what specialties?
We use outside counsel very often to assist in everything from employment issues to acquisitions to international expansion. We use the firm I was with for 11 years, Andersen, Tate & Carr, for employment issues, general advice and legal matters that impact our headquarters in Marietta.
We also use Willkie, Farr & Gallagher in New York for our acquisition, lending and general corporate matters. Both of these firms provide solid advice and prompt attention to our matters; we rely heavily on them for helping with legal aspects of our business that don’t occur on a daily basis.
We have offices across the globe and we have been lucky to find established and responsive local counsel in the countries where we have operations. I am convinced that operating in foreign jurisdictions without good local counsel will get you, at best, lost, and more than likely will leave your company open to significant liabilities for unknowingly committing violations of local rules and customs.
We have used Eversheds for representation in expanding our business into the U.K. and throughout Europe. Eversheds has assisted us with local employment matters, data protection and drafting the client agreements we use in Europe. We use King & Wood Mallesons for corporate representation and employment law guidance in Hong Kong and Australia. We recently opened a branch office in Dubai and used Al Tamimi & Co. to establish that branch, and that firm will help as we expand our sales efforts in the Middle East.
What questions would you like to ask other general counsel?
New trends in benefits that employees are rightfully expecting push legal departments outside of their comfort zone of long-established policies and case law. Some of these benefits, such as unlimited paid time off (PTO) and company-sponsored fitness and wellness benefits, are great offerings for employees, but they do provide some unique and new challenges for legal teams.
I’m always interested in speaking to general counsel to learn more about how they have managed some of these new trends. For instance, how have legal teams synced FMLA [Family and Medical Leave Act] requirements or traditional maternity leave policies with unlimited PTO policies? How have flexible work hours been managed and fairly applied across business groups within a company? How have these groups helped to implement these very flexible programs while limiting the potential for abuse?
How do you handle the jurisdictional issues involving a cloud-based business?
Cloud-based businesses like ours do face a variety of jurisdictional issues. With physical offices in a variety of cities around the world, servers in different states, remote employees and accessibility to our products from almost anywhere with Internet access, jurisdictional issues can be complex and varied.
Generally speaking, we deal with jurisdictional issues by including language in our client, vendor and employment contracts selecting the law, venue and jurisdiction for any potential disputes. In the United States, the jurisdictional issues are more familiar and we typically use customary choice of law, venue and jurisdiction clauses that choose Georgia (where our headquarters are located) or New York (where we have an office and many of our clients are based).
International agreements pose another level of complexity because some countries—even some that are major players in the international economy—do not recognize U.S. law or court rulings from the U.S. and vice versa. For many of our international agreements, we use arbitration, which is more often recognized as a proper forum and method of litigating disputes internationally. We have found that our clients and partners abroad recognize and find arbitration as a better choice than litigating in the U.S. or even in some of their own countries.
What are your biggest privacy issues?
The privacy issues we face are different from cloud-based service providers that provide services for individuals or process sensitive personal information such as credit cards or payment information. A major purpose of our products and service is to make information available to others. Investment managers report data to eVestment because they want to make sure information like their strategies, returns, key personnel, etc., is visible to users of our system.
We do have relationships with certain clients to collect data specifically for those clients. In those instances, we work closely with our technology team to inform them of any contractual requirements that are necessary to establish the proper controls and access levels though our system. We also audit our system and access controls to help ensure that the proper safeguards are in place and are functioning properly.
Do you believe that cloud information eventually will be regulated?
Cloud computing contains such a wide group of uses that I am sure there will be increased regulation of cloud computing in general; however, I think that the cloud computing tied to personal, individual use of websites likely will be the focus of increased scrutiny and regulation. Individuals increasingly are sensitive to private information being mined for commercial benefit and, as can be seen in recent developments in Europe, new regulations are being implemented to address those concerns.
I think regulation of cloud computing focused on the business-to-business space will not be instituted because of cloud computing per se, but rather will be based more on the industries in which those cloud businesses operate and the specific regulatory needs of those industries.
What keeps you up at night?
The main thing that keeps me up at night is making sure eVestment has everything the company needs from a legal perspective to keep up with our rapid pace of growth. From the number of people in our legal department to their expertise and to the systems we use, I want to make sure that legal is never a bottleneck to getting a contract signed, a new office opened, a key hire made or any of the other things eVestment needs to grow.
Our company is very nimble and agile and making sure our legal department acts in similar fashion, while still acting prudently and protecting the company’s interests, is one of my most important goals and one of the biggest focuses for our team. This means that we need to ensure that we have the proper bandwidth from a human capital and technology point of view, the proper prioritization of work across the team and the proper processes in place to do our work professionally and efficiently.
These concepts do not sound hard in theory, but practically they must be kept as a constant focus and take a very large portion of each day’s time to properly execute.
What legal cases/issues (not your own) are you watching closely?
Hedge funds are a big part of our business, and recently laws have been changed to allow hedge funds in the U.S. to market to a broader audience than previously allowed. For an industry that was largely prevented from any kind of advertising, it will be interesting to see how these changes are embraced by the hedge fund industry. Also, as hedge funds start advertising, it will be interesting to see the level of scrutiny that these funds receive and whether additional rules are put in place to provide guardrails for advertising activity.
There is a present tension in our country between an increasing desire to regulate investment funds to prevent some of the activities that contributed to the last recession, and on the other hand, a desire by the market to place more funds into non-traditional investment vehicles that provide a greater opportunity for returns or diversification. These two forces are somewhat at odds and it will be interesting to see how the two potentially conflicting interests are brought into alignment.
Title: General counsel of eVestment Alliance
Hometown: Aberdeen, N.J.
Education: College of William and Mary, economics and history
Law school: University of Georgia, 1999
Hobbies: Mountain biking, road biking, running and volleyball
Favorite self-help book: “18 Minutes” by Peter Bregman