WP2: Legal Structure
This workpackage involves surveying the existing legal infrastructures models in order to chose a suitable legal framework for a European scientific research consortium like COPAL. That includes negotiating and obtaining the agreement of the partners and funding agencies upon the future legal entity of COPAL.
Workpackage Leader: SJ Berwin (law firm)
- To study and compare the legal infrastructure models, and present them to the participating organizations,
- To define and set up a model of a pan-European Research Infrastructure ("ERI") that would meet the long-term management constraints,
- To reach a formal COPAL Agreement negotiated between the partners on the basis of this model.
Description of work:
- Consortium Agreement
This agreement shall be signed by the participating organizations and designed to act as a provisional governance model to build the COPAL project and make it operational.
- Analysis of legal organization models
An analysis (taxation, finance, infrastructure, etc.) of the existing national and European legal organizations and governance models shall be conducted, keeping in mind issues that are specific to airborne activities.
SJ Berwin can rely on its own corporate and commercial experience, but also on its experience in negotiating and working closely together with the European Commission within the field of research infrastructures. The overview shall set out the organizational models, and their implications, and shall make recommendations on an optimal legal organization model.
- Negotiation and organizations mutual agreement on legal organization/governance model
A presentation of relevant information regarding the prospective legal vehicle shall be transmitted to the participants. This will lead to the drafting of various agreements between COPAL and its mother organizations, as well as between COPAL and other associated partners or funding bodies other than the shareholders of such legal entity. The main topics to be negotiated may include:
- the duration of the legal entity,
- the governance and internal management system,
- method of designation of managers,
- liability of partners with regards to third parties,
- procurement rules, withdrawal or acceptance rules of partners, staff rules (fixed term contracts, level of salaries, income tax, allowances etc…), intellectual property rights, and liquidation rules.
Together with the organizations involved, SJ Berwin shall negotiate the legal organization and governance model that is the most suitable for the COPAL consortium. SJ Berwin will seek to preserve the different interests of its members, whilst striving to further ensure the general interest of the consortium.
After round table discussions, an agreement shall be reached by the involved organizations and sponsors. Once the model adapted to the specific needs of COPAL is selected, the organization and governance model shall then be set out in an agreement (Articles of Association included) signed by the parties . As a last step during the Preparatory Phase, the selected organization shall be incorporated and the legal vehicle for COPAL shall be implemented.
Page last modified on Sept. 12, 2017, 10:46