Interview: Marek Szydlowski, General Counsel at TVN Group

M.S.: I started work in 1993, which in Poland was a time of rapid transformation. My first employer was Coopers & Lybrand (now part of PWC) and in those times the whole Tax & Legal Department of Coopers & Lybrand consisted of five persons, and I – then a very young and junior lawyer – was given the task of advising on the introduction of VAT in Poland. As VAT in Poland was as new as I was in the legal professional practice, no damage was done. 

Being a lawyer in the nineties meant that one had an opportunity to advise on projects which were done for the first time, so there were no precedents or experience from past projects. It was up to the teams that I was part of to establish the rules and precedents. We often did that in the CMS Cameron McKenna Warsaw office, which I witnessed grow in five years from 6 lawyers to about 90. Also in Cameron’s I had the opportunity of helping the start-up of the Provident business in Poland, which I later continued in in-house.

M.S.: I had good memories of private practice from my CMS Cameron McKenna days. However, the market between 2000 and 2009 changed. There was, and is, quite a large number of very good medium size law firms that were ready to offer TMT legal advice for quite reasonable fees. Since the majority of these firms were new, they did not have memories of the nineties or the early 2000s where, due to much lower competition, clients were willing to accept higher fees. This meant that the new mid-sized firms had – and still have – cost structures that allowed them to charge lower fees than the old established firms while still making a reasonable profit. Building a TMT practice in a law firm with established position was difficult and slow, but I could see success coming gradually.

M.S.: For a TMT lawyer in Poland who enjoys professional challenges, there is no better place to be than TVN. TVN has the most professional in-house legal unit I have seen in my career. The knowledge that was created and gathered in the unit through its 20 years of experience is, in the Polish legal market, absolutely unique. Also, TVN has always been at the leading edge of corporate and business transactions, which provides a lawyer with the opportunity to set precedents rather than use them. And before joining I heard that TVN had a very likeable and open team, which turned out to be 100% true. 

M.S.: An example of such precedent is the new TVN commercial policy regarding airtime sales. It is the first instance of an airtime sales policy that in a transparent manner provides pricing terms for sold airtime.

M.S.: The TMT sector is probably one of the most rapidly changing sectors due to changes in technology and consumer habits. A few years ago Facebook was a no-name, and nobody had heard about Instagram. It was not possible to use big data in the manner in which it is used now. That is the beauty of working in TMT: practically every year brings something new.

The most notable change in the TMT sector in Poland that I witnessed as the general counsel of a company that was then the largest press publisher was the decline of the printed press from being the number-one medium for consumers and advertisers to its current position. If one looks at ten-year trends of newspaper sales and readership as well as that of advertising spend in printed press the picture is absolutely dramatic. It is even sadder that I personally like reading a traditional newspaper.

Another significant change in TMT is the increase in the importance of IT systems for companies. I remember legal due diligence exercises from the nineties, where questions about IT systems used by audited companies were on the lowest priority list. Today, the ability to continue to use the IT infrastructure is the most important issue for any company. A side result of that is the quickly growing importance of information-security and data-protection issues – both from the technology and regulatory side. For any company that has a B2C business model data-protection compliance will be one of the most important items for an in-house lawyer of that company.

M.S.: I report directly to the Management Board of TVN, in particular to the CEO and CFO I work with basically every day. My legal work includes drafting and negotiating contracts, advising on potential or ongoing corporate transactions, and advising on litigation issues, but also providing ongoing advice on any new project or risk-exposure issues that arise. As a manager I often work with my direct reports: the head of the legal unit, who is responsible for providing legal advice on day-to-day operational issues, the head of information security, whose responsibilities include data-protection compliance, and the compliance manager, as well as the corporate secretary. In TVN I am also responsible for quite a large part of corporate affairs matters – as I was in Agora and in Provident. This requires involvement with industry organizations, regulators, and other public authorities. All of the above means that I have no typical working day; it depends on the urgency and importance of the issues that I deal with.

From my experience I can say that being a general counsel is a 24/7 job, so one has to be ready to work at any time. This is what I tell my internal clients, and my experience is that they never abuse it – I work at nights, on weekends, and on holidays only when it is absolutely necessary.

M.S.: Working in the TMT sector means that many projects are challenging: all the time there are new types of business and new types of transactions. The legal team at TVN is used to it, so any new type of work that we get is no surprise to us. It sometimes poses a challenge, but never without a solution. In any projects regarding new types of products or activities I am always personally involved to a minor or larger extent.

The most challenging project for me during my 18 months in TVN was a high-yield notes refinancing performed in the autumn of last year. The project was a success, also thanks to the very good work of external advisors who helped us during the project.

It is also no secret that currently the two key shareholders of TVN, ITI (a company established by TVN’s founders) and Group Canal+ have decided to review their strategic options with a possible divestment of their stake in sight. This process creates a large number of interesting assignments for me and the rest of the TVN legal team.

M.S.: The TVN legal team is probably Poland’s best legal competence center in respect of legal issues related to television broadcasting. Practically all the television broadcasting work is done in-house, and the regulators and contracting parties respect our legal knowledge and understanding of the television broadcasting issues. This is largely thanks to the head of the legal unit (my direct report) who over the years built a very professional and knowledgeable team. In respect of online legal issues several lawyers from the team – as well as I – have quite extensive experience, so we also deal with most online legal issues in-house. I would say that online is the most challenging part of the work, as this is a segment that TVN is developing quite considerably with new products and services. Digital satellite pay television is operated by a company in which TVN has a minority shareholding, so that company manages its own legal affairs and we do not deal with these.

M.S.: TVN is a broadcaster of eleven channels all, under licenses of the Polish audiovisual regulatory authority, the National Broadcasting Council. A material part of the work of the legal team is related to dealing with the issues raised by the regulator in respect of the programming content of our channels. The audiovisual legislation constitutes an implementation of the EU Audiovisual Media Services Directive.

Every day the TVN legal team deals with issues related to copyright, which means that Polish and EU copyright legislation is applied and interpreted every day.

M.S.: We need legislation which would allow us to quickly and effectively prevent against theft of our content and prosecute the thieves. The current legislative instruments we have still allow headroom for illegal streaming of our channels or distribution of our content in the sense that although we can eventually close such illegal means of distribution, it does not happen quickly. To clarify, we are not talking about individual users who use our content without a license, but about organized crime groups that treat illegal streaming and content distribution as business ventures. The inability to stop their activities quickly means that often the products they offer get mistaken by an ordinary user with a legal content offering.

M.S.: As a lawyer I enjoy watching “Prawo Agaty” (English: “True Law”) which is a series about a group of friends running a small law firm. The content of the episodes is consulted by a law firm, so the cases that are presented resemble reality. The only differences between the series and the legal reality happen where they are needed for dramatic reasons – for example viewers would not be able to follow court cases if trial dates were set months away, as happens in real life.

Every day the TVN legal team deals with issues related to copyright, which means that Polish and EU copyright legislation is applied and interpreted every day.

This Article was originally published in Issue 6 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.