Last week, the newspaper Cinco Días reported that Puig Brands had convened its General Shareholders’ Meeting for 29 May with what appeared to be a routine agenda: approval of the financial statements, re-election of directors, and remuneration policy. In fact, it will not be addressing the more strategic issues currently facing the company, such as the potential merger with Estée Lauder.  What surprised us intellectual property specialists is the inclusion, among the terms of the licence, of the right to sell the Aromas de Castilla trademark for just 20,000 euros.

The first thing that catches the eye is the legal classification of the transaction itself. Spanish legislation, specifically Article 160(f) of the Companies Act, requires authorisation from the general meeting in the event of the disposal of an “essential asset”. The standard approach is to regard any asset which value exceeds 25% of the balance sheet total as essential, although the articles of association may set different thresholds. In the case of Puig, the call documentation explains that Aromas de Castilla merits this classification not because of its economic significance–it is expressly acknowledged that it has no relevant material impact on the business–but because of its long-standing history: it has been owned by a group entity for 58 years.

Here we learn the first lesson: an asset can be legally “essential” and economically irrelevant at the same time. Essentiality is a concept of corporate governance; value is a market reality.

What is the value of the “Aromas de Castilla” trademark? The short answer is that a trademark’s value does not lie in its registration status, but in the cash flow it is able to generate. Aromas de Castilla is, in effect, a dormant trademark within a group whose strategy for years has been focused on a radically different direction: the international luxury segment. Puig has an annual turnover of more than €4.3 billion. Despite its evocative name, a fresh eau de cologne does not fit into that strategic map in terms of positioning, channel or margin.

In technical terms, the three traditional approaches to trademark valuation all point to a very low figure. The “cost method” would yield a modest value given its limited development. The “future revenue recognition method”, which discounts future cash flows attributable to the trademark, yields virtually zero if there are no assignable sales. And the “market method” yields similarly low figures for regional niche trademarks that lack critical mass.

If we examine the trademark’s status in the Spanish Patent and Trademark Office (SPTO) databases, we can see that it was registered in 1968 solely in Class 3, which covers perfumes, detergents, cosmetics and similar products. This has meant that the trademark has been used by third parties in other sectors. In fact, this name is registered by a company based in Burgos for the wine industry. There is also a catering company with that name. These two companies could be potential buyers, but they are not large enough to be able to sell the trademark for much more than said €20,000.

We can therefore conclude that Puig is not selling at a loss. It is taking an orthodox and responsible approach to managing its intangible assets: divesting itself of an asset that does not generate value, freeing up management resources, and streamlining its portfolio.

Another lesson to be learnt from this case is the need for strategic management of intangible assets (trademarks, patents, designs, trade secrets), so that efforts can be focused on the most valuable assets.

In any event, a trademark registration strategy that is aligned with a future commercial strategy also helps to increase the brand’s value in its own right. In this case, had it been registered in other countries or in other sectors, its scope of application could have been broadened and, consequently, its value increased.

Against this backdrop, in an industry where trademarks are worth millions of euros, it is worth remembering that a trademark is what sells, what connects with the consumer and what sets it apart on the shelf. Having a sound trademark strategy, developed in collaboration with specialists, as well as a sound business strategy is essential. This will enable us to adopt more innovative marketing strategies.

In Spanish, the term “marca” encompasses two aspects with very different meanings: it can be translated to English both as “trademark” with regards to its legal registration, and “brand” in the sense of reputation and commercial identity. To increase the value of the asset, we must take into account both intellectual property law and business strategy.

Puig is therefore sending a message to the market regarding good corporate governance by including the sale of this intangible asset its shareholders’ meeting, even though its value might, at first glance, appear to be of little relevance to the company’s business.

Written by: Luis Ignacio Vicente. Strategic Advisor.