2025 | Buch

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Business Secrets Management

Strategies to Protect, Extract and Maximize Value

herausgegeben von: Pierre Ollivier, Graham Bell, Victor De Leon, Sylvain Roy

Verlag: Springer Nature Switzerland

Buchreihe : Management for Professionals

Enthalten in: Springer Professional "Wirtschaft+Technik" , Springer Professional "Wirtschaft"

Inhaltsverzeichnis

Über dieses Buch

Wussten Sie, dass der falsche Umgang mit Geschäftsgeheimnissen Unternehmen Millionen kosten kann, aber die richtigen Strategien ungenutzten Wert freisetzen können? Um diesen entscheidenden Aspekt effektiv zu bewältigen, bietet dieses Buch praktische Strategien für das Management von Geschäftsgeheimnissen bei Produkteinführungen, Finanzbeschaffung und M & A-Aktivitäten. Es vereinfacht komplexe rechtliche Konzepte zu umsetzbaren Einsichten und hilft Entscheidungsträgern in kleinen und mittleren Unternehmen, Scale-ups und akademischen Institutionen, diese Geheimnisse für die Wertschöpfung zu nutzen. Mit minimalem Juristenjargon bietet das Buch einen klaren, praktischen Ansatz, der die Kommunikation zwischen Unternehmensführern und Rechtsteams verbessert. Es umfasst aktuelle Fallstudien aus verschiedenen Branchen, die von globalen Experten beigesteuert wurden, was es zu einer unverzichtbaren Ressource für Manager und Rechtsexperten macht, die versuchen, die Lücke zwischen technischen Details und strategischen Geschäftsanwendungen zu überbrücken.

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Inhaltsverzeichnis

Frontmatter

Book Reference Terms, Definitions, and Cases

Abstract

This book is addressed to business and academic executives and senior managers in small and medium-sized businesses or scale-ups that need to understand how to effectively manage the business secrets within their organisation, particularly during new product launches, finance raising, and mergers and acquisitions (M&A). The book keeps away from technical legal details that are important for legal experts but are not absolutely necessary for managers and executives in their daily lives. It may happen, nevertheless, that some of these terms appear while reading the chapters below, because the authors believed they were necessary to reach some level of understanding the strategic issues concerning business secrets.

The authors also believe that non-legal business executives can grasp the essentiality of these terms and then use them to design and implement comprehensive business secrets strategies for all employees. Moreover, having a foundational understanding of the legal concepts at play will also increase their ability to communicate with companies’ legal teams and external advisers.

A number of recent confidential information and secret-related legal cases are believed to be representative of the issues that require attention from managers and executives. These are also summarised in this section. These cases come from small to big size companies and involving multiple industries such as chemicals, drugs, biotechnology, information technology, car fleets, car manufacturing, food technology, pharmacy, admin services, and metal industry.

This section summarises the elements that are useful to refer to when reading its chapters.

Graham Bell, Ferzana Haq, Victor De Leon, Pierre Ollivier, Sylvain Roy, Philippe Simon

Why Business Secrets Are or Should Be a Concern for Companies?

Abstract

This chapter reviews the macro-level drivers for the need to develop better practices for business secrets, which include but are not limited to trade secrets and sensitive information, and are the basic elements necessary to build Intangible Assets.

Many companies focus on specific types of Intangible Assets particularly patents, which may bring high value due to their monopoly power. But patents may no longer ensure good future revenues in an IT and data driven economy; in many sectors, technologies’ lifetime is shorter, and it becomes easier for competitors to bypass patented technology.

Business secrets have become more important, as secrecy is sometimes the only way to protect their competitive advantage (whether strategic, business, technical, financial, etc.) in a context of strong competition worldwide (and even more so where international trade restrictions are imposed). But an increasing digital world creates new risks of information leakage.

We set out the global trends and some of the obstacles that companies face when trying to control business secrets; we look at how financial reporting standards play a role in establishing support for proactive management of business secrets as well as how HR, IT, and Legal functions support an overall governance—to address the question: “How can Confidential Information become a business secret, benefiting from legal protection and, as a consequence, how can its value and even therefore its recognition as an Intangible Asset be established to the benefit of the company and its users?”

Graham Bell, Véronique Chapuis-Thuault, André Gorius, Victor De Leon, Pierre Ollivier

Confidential Information as Business Secret

Abstract

This chapter explores the forms of business secrets, which include but are not limited to trade secrets and sensitive information, and compares them against other common forms of Intellectual Property such as patents. We compare the benefits of keeping business secrets vs. patenting innovations, with a particular interest in the innovation trends from Artificial Intelligence (AI), Machine Learning (ML), and Internet of Things (IoT). We also take a look at how the increased use of data—both personal data falling under General Data Protection Regulation (GDPR) and other regulations, and non-personal data—impacts how organisations must think about management of such assets.

Finally, this chapter considers the people involved in business secrets—as the originators of the secrets, as employees, academics, or individuals involved in the process. We look at the obligations of the individuals and the duty of care that the organisation has to them.

Graham Bell, Pierre Ollivier, Philippe Simon, Ferzana Haq

Business Secrets Increase Asset Value

Abstract

In this chapter, we look at how business secrets, which include but are not limited to trade secrets and sensitive information, can create value to organisations, and we also look at how they increase value for them. We consider both monetary and non-monetary benefits. We consider the forms of business secrets that create value, and how organisations can identify and manage them.

We provide some example approaches for organisations to develop valuations for IP assets, including business secrets.

Finally, we also consider the associated downsides of business secrets—the associated costs to maintain, and potential costs of loss.

In this chapter, our initial focus is the corporate context, looking later to the context of Higher Education Institutes (HEIs) and Independent Research Organisations (IROs).

Graham Bell, Véronique Chapuis-Thuault, André Gorius, Aldona Kapacinskaite, Pierre Ollivier, Katarína Račková, Philippe Simon

Protecting Business Secrets to Improve Value Creation

Abstract

This chapter aims to provide an in-depth review of the strategies and practices necessary to protect business secrets and thereby enhance business value. Our discussion will cover the legal principles governing breach of confidence, as well as the management processes and best practices in security that practitioners should implement to safeguard their business secrets from breach. Throughout this chapter, business secrets refer to trade secrets and any sensitive information.

The digitalization of business processes and the explosion of digital services amplify the challenges associated with protecting data, confidential information in general and especially business secrets. A general trend in the protection of business secrets, by effect of substantive law or case laws, is to place greater responsibility on the recipients of information (and employees in particular) not to take or misuse confidential information, provided that the owners of such information take reasonable steps to protect it.

We describe in Chap. 5 the regulation and case law applicable to business secrets and breach of confidence in each of the USA, Europe, and the UK. To further aid in illustration, examples are provided in Singapore and the Philippines, respectively. Additionally, this chapter describes how companies can implement a governance and business secrets policy addressing the physical, human, and IT elements necessary to reduce the overall risks of business secret leakage and loss of value.

Finally, this chapter looks at mechanisms that can be deployed during negotiations and deal-making. We consider when and how to use non-disclosure agreements (NDAs), and where memorandum of understanding (MOUs) can capture details of business secrets.

Pierre Ollivier, Véronique Chapuis-Thuault, Ferzana Haq, Katarína Račková, Victor De Leon, Graham Bell, Sylvain Roy

Contractual Strategies to Protect Business Secrets

Abstract

In this chapter we consider the contractual protections a company can adopt to effectively protect its business secrets, which include but are not limited to trade secrets and sensitive information.

As a practical matter, in order to leverage the value of confidential business information, the information must be shared with others—employees, partners, suppliers, customers. There is no way to reap the benefits of valuable confidential information if that information is merely locked away in a vault for no one to see or learn or use.

Protecting confidential business information through contract is a ubiquitous practice. Those who share or receive confidential information in their day-to-day responsibilities are no doubt familiar with non-disclosure agreements. Sometimes the use of such agreements becomes so commonplace that little thought may be given to the strategic implications of the agreements. But recent developments in law and policy suggest that owners of confidential business information should carefully evaluate their contractual protection strategies. Specifically, the fundamentals regarding contractual protections in the context of disclosures to employees, other entities, and even end consumers can be evaluated and considered as part of an overall strategy to protect business information through the use of contracts.

In this chapter we consider the contractual protections in three contexts, when sharing (1) with employees, (2) with external entities, and (3) with end customers.

Victor De Leon, John Williamson

Dispute Strategies to Protect Business Secrets

Abstract

This chapter is about practical guidance on what to do in case you suspect that your business secret has been stolen, which can sometimes be a trade secret or a sensitive information; this guidance is on how to develop the pre-litigation strategy (i.e. what to do before starting any litigation) and the possible protection given by civil and criminal law.

No matter which protection measures you take, business secrets still can be stolen, e.g., by a hacker breaching your electronic protection measures or by an unfaithful/disgruntled employee having full access to manage these trade secrets. In either case you need to know what to do and which steps should be taken.

For both civil and criminal law this chapter evaluates the potential pros and cons of each of these legal remedies implementing protection measures to secure your business secrets. Protection measures are not only useful to safeguard your company’s value but are also a pre-condition to obtain legal protection.

Many countries protect trade secrets through civil and criminal laws; this allows different strategies to be implemented by the IP manager.

Antonio Di Bernardo, Mattia Dalla Costa

Correction to: Protecting Business Secrets to Improve Value Creation

Pierre Ollivier, Véronique Chapuis-Thuault, Ferzana Haq, Katarína Račková, Victor De Leon, Graham Bell, Sylvain Roy

Correction to: Business Secrets Increase Asset Value

Graham Bell, Véronique Chapuis-Thuault, André Gorius, Aldona Kapacinskaite, Pierre Ollivier, Katarína Račková, Philippe Simon

Titel: Business Secrets Management
herausgegeben von: Pierre Ollivier
Graham Bell
Victor De Leon
Sylvain Roy
Verlag: Springer Nature Switzerland
Electronic ISBN: 978-3-031-82512-5
Print ISBN: 978-3-031-82511-8
DOI: https://doi.org/10.1007/978-3-031-82512-5