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Introduction.........................................................................................................................................2 The Winners & Runners Up.....................................................................................................4 Judging Panel.....................................................................................................................................6 Litigation Management Award................................................................................................8 Deal-Maker of the Year............................................................................................................10 Compliance Manager of the Year.......................................................................................12 Social Responsibility Award.....................................................................................................14 National Team of the Year......................................................................................................16 Legal Counsel of the Year........................................................................................................18 Regional Team of the Year.......................................................................................................20 General Counsel of the Year..................................................................................................22 The Night in Pictures.................................................................................................................24

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LACCA Awards 2015 The Latin American Corporate Counsel Association celebrated the best of the in-house legal community at its 2nd annual awards ceremony in Miami. Alison O’Connell profiles the winners.

Over the past decade, the role of the in-house counsel has changed immeasurably across Latin America. These days management boards expect their GCs to be more than just lawyers – they need them to be business advisers and strategists. Consequently, the most innovative legal departments are developing in ways that go far beyond a purely legal function. Within companies across the region, this has seen the role of the legal department evolve from an independent and occasionally isolated division, into an increasingly key decision-maker and partner to the business. GCs and their teams have to adapt to an increasingly high-status positon within leading companies, and the new model department, which adds value to the business, is becoming a necessity in an increasingly competitive, heavily regulated and complex global environment. Since the Latin American Corporate Counsel Association (LACCA) was founded eight years ago, the association has been charting the increasing sophistication and legal skill on show within the region’s companies. Given that in-house counsel in the region had very few opportunities to come together, network and exchange ideas and best practice, LACCA was designed with the intention of providing a way for this enormous reservoir of talent to be shared and acknowledged. The association has grown significantly and now has 1,200 members from across the region and worldwide. We host regular conferences bringing together leading in-house counsel working in the region, affording them the opportunity to interact, share ideas and best practice, and network with peers across Latin America. We decided to create the LACCA Awards as a way of recognising and celebrating extraordinary talent within the region’s in-house community. The depth of this talent was shown most clearly by the many excellent submissions and nominations we received in the research process, whereby leading corporate counsel and private practice lawyers from across the region nominated who they believe to be the best Latin American in-house lawyers and teams. Having received more than 130 nominations, LACCA’s editorial team weighed up the submissions and drew up a shortlist of nominees (see page 4). A judging panel, comprising high-profile members of the in-house community and the wider legal profession, was then convened (see page 6), and with their help, LACCA identified the final winners. These candidates were celebrated at our awards ceremony in Miami.

A celebration of talent

The awards, now in their second year, honour excellence and innovation in the region’s in-house legal community and were designed to celebrate a range of skills and talents, from handling bet-the-company lawsuits or multimillion dollar deals, to leadership skills and running a team across borders. The first award of the evening was in celebration of those in-house lawyers running high-profile and complex deals across the region. Adrienne Cornejo, vice president and general counsel at Grupo Phoenix, took home LACCA’s Dealmaker Award, for her role in the company’s strategic acquisitions of container manufacturing companies in Colombia, Ecuador, and Mexico, and divestment of a building and real estate venture in Ecuador. On the financing

front, last year also saw her help the company obtain a funding package worth US$250 million from three international banks, and coordinate various Phoenix entities and counsel from New York, Florida, the British Virgin Islands, Mexico, Colombia, Ecuador and Brazil. Throughout these deals, Cornejo created significant savings for the company, particularly through her management of external law firms. The award also recognises her adept handling of corporate deals of varying size and complexity throughout her 27-year career. From managing mass litigation to strategising high-value law suits, successful litigation management is core to any in-house team. The Litigation Management Award recognises in-house counsel that have proven themselves indispensable when dealing with high-profile litigation cases. Nicolás Rubio, general counsel at South32, Cerro Matoso, a spin-off of multinational mining company BHP Billiton in Colombia, received this year’s award. Over the past four year, Rubio has been involved in around 15 cases, all of which threatened the very existence of his company. However, drawing on his astute understanding of the intricacies of state agencies, and working closely with local communities and external counsel, he has ensured a 100 per cent success rate, marking himself out in the process as a worthy recipient of the award. In light of the growing complexity of Latin America’s regulatory environment and the challenges this creates for the region’s GCs, a new addition to the LACCA Awards this year was the Compliance Counsel of the Year Award. Alderiza Agustini, legal and compliance director at adidas do Brasil, was the first winner in this new category in recognition of the key role she played in developing adidas’ code of conduct, which guides the company’s internal operations along the sporting philosophy of fair play. Voters also praised her responsible and transparent management style and her efforts to promote good corporate governance as an essential foundation for sustainable corporate success. Another new award this year was National Team of the Year, which was presented by Carolina Camacho of Colombia’s Posse Herrera & Ruiz. While all of the candidates in this category demonstrated outstanding performance on their home turf, Phillip Morris International in Mexico was singled out by judges for its systematic approach to the integration of outside counsel into the corporate legal function and overall corporate management goals. The team’s efforts to educate and train outside counsel, ensuring harmonious relationships’ as well as their achievements in reducing the number of litigation cases the company faces in Mexico, were just some of the many examples that showcase PMI’s Mexico team as a national law department operating at the top of its game. Their proactivity in streamlining business processes, simplifying policies and reducing bureaucracy were also highlighted by the judges. This year’s Social Responsibility Award went to Citi’s Latin American team, in recognition of the company’s long-running commitment to making a difference in the communities in which it operates through the promotion of pro bono and diversity initiatives. Stand-alone and ongoing projects saw the team work alongside the Pro Bono Chile International Foundation to assist the Organization of American States with research on laws protecting the elderly; host a workshop in Honduras to promote the empowerment of women; and

Above: Jorge de Presno and Hugo Hernández-Ojeda Alvírez Below: Sebastian O’Meara

lead a partnership programme with Miami Dade Community College and the St Thomas University Human Rights Institute, in which its Miami regional office assisted refugees and victims of trafficking in immigration and other related matters. The team also assisted organisations in Guatemala, Nicaragua and Ecuador through its involvement in TrustLaw, the Thomson Reuters Foundation’s global pro bono legal programme, by conducting research on disaster relief. In-house teams face an ever more globalised and competitive business environment, so our Regional Team of the Year Award recognised those that have found a more practical and strategic approach to knowledge management and efficient working processes across borders. All teams shortlisted in this category demonstrated excellent communal efficiency and innovation, particularly in their implementation of core development strategies around the region, but Accenture’s Latin America team came out on top. Sources singled out the team’s depth of experience, knowledge of its clients’ business and ability to work seamlessly across borders and cultures for particular praise, all the time embracing the latest technology, taking on further training and adopting best practices to create an environment of constant improvement and outstanding service. Judges commended the team for its efficiency, cost-effective approach, proactivity and strategic transformation of its internal processes. Younger or mid-level lawyers are critical for the continuing development of the in-house community, so our Legal Counsel of the Year Award recognises some of the rising stars of tomorrow. Companies across the region made the shortlist, but taking home the award was Adrian Carrillo Jiménez, regional counsel for the Americas at Puma Energy in Panama. Described by one of his colleagues as “one of the best and brightest young in-house attorneys that I have had the pleasure to work with” and “a star amongst his group”, Adrian Carrillo is already in charge of the management of Puma’s legal department in North, Central and South America, which currently includes businesses in 13 countries, despite his young age. His diligence and talent, as evidenced in the nominations from his colleagues and superiors, have without doubt ensured he is a rising star at Puma Energy, as well as throughout the wider legal community. Finally, LACCA’s General Counsel of the Year Award was presented to Luis Radulov, vice president, general counsel and integrity officer at ABB Latin America for representing the very best of what the profession stands for. Praised for his strong leadership skills and intercultural sensibility, Radulov joined ABB in 2014 after earning his stripes in several senior legal roles at AES Brazil and General Electric. He is described by his colleagues as an “outstanding leader and inspiration to his team” and known for his deep knowledge of business strategy and expert work in complex projects in Latin America. Colleagues and peers all laud his integrity and ethical standards and judges praised his ability to navigate complex situations across borders. Over the next few pages we profile the winners in more depth, in recognition of their individual achievements and combined efforts to institutionalise best practices throughout Latin America’s corporate counsel community.

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General Counsel of the Year

The LACCA General Counsel of the Year represents the very best of what the profession stands for. Judges will look for legal excellence as a baseline, alongside the ability to handle complex issues across borders, contribute definitively and amply to the company’s business strategy and develop strategies to do so in as efficient a way as possible.

Winner

Luis Radulov,Vice President and General Counsel, ABB Latin America (Brazil)

Second Place

Alejandro Rubilar, General Counsel, JP Morgan (Chile)

Runners-up

Cinthia Ambrogi, General Counsel, Sanofi (Brazil) Ana Carolina Dellias, Vice President and General Counsel, Johnson & Johnson (Brazil) Newman Debs, Vice President Legal for Latin America, Unilever (Brazil)

Regional Team of the Year

The LACCA Regional Team of the Year Award will recognise an in-house team that works exceptionally well across borders in Latin America. We will be looking for evidence of communal efficiency and innovation, as well as the implementation of core development strategies around the region.

Winner

Accenture Latin America

Second Place

Citigroup Latin America

Runners-up

Johnson & Johnson Latin America Arysta LifeScience Latin America Hewlett-Packard Latin America

Legal Counsel of the Year

The Legal Counsel of the Year Award recognises the work of a younger or mid-level lawyer who is developing their legal and leadership skills. Significant contributions to the development and direction not only of the rest of the team, but also indeed to the broader business strategy, will be sought in recognising one of tomorrow’s leaders.

Winner

 drian Carrillo Jiménez, Regional Counsel for the Americas, Puma A Energy (Panama)

Runners-up

Juan Rodriguez Rivero, Director of Legal Services, Spanish Latin America, Accenture (Mexico) Renzo Salazar Vallejo, Legal Counsel, Cobra Group (Peru) Cariza Arnedo, Corporate Counsel for Latin America at Gategroup (US)

National Team of the Year

Social Responsibility Award

The Social Responsibility Award will recognise the in-house team with a sustained commitment to making a difference in its community in Latin America through the promotion of pro bono or diversity initiatives (or both).

Winner

Citigroup Latin America

Runners-up

Hewlett-Packard Latin America Microsoft Latin America

Litigation Management Award

From managing a heavy caseload to strategising big-ticket work, successful litigation management is core to any in-house team. The Litigation Management Award will assess management of external counsel, how litigation strategy fits in with business strategy, and, where appropriate, multi-jurisdictional work.

The LACCA National Team of the Year Award will recognise an in-house team for its outstanding performance on home turf, either through innovative use of its own resources or effective management of external law firms.

Winner

Winner

Runners-up

Philip Morris International (Mexico)

Runners-up TIM (Brazil)

AES (Brazil) Sanofi (Brazil)

Deal-Maker of the Year

From the company-changing merger to a wave of small acquisitions, those in-house running the deals are fundamental to success. The Deal-Maker of the Year Award will assess management of external counsel, successful strategising of the deal or deals, and, where appropriate, multi-jurisdictional work.

Winner

Adrienne Cornejo, Vice President and General Counsel, Grupo Phoenix (US)

Nicolás Rubio, General Counsel at South32, Cerro Matoso (Colombia)

Magda de Castro Kiehl, General Counsel, Latin America, Accor (Brazil) Eduardo Gil, Senior Legal Manager, Souza Cruz (Brazil)

Compliance Counsel of the Year Award

The LACCA Compliance Officer/Team of the Year will recognise an individual or team that has encouraged outstanding internal policies, training and the implementation of programmes to meet strict compliance or regulatory obligations.

Winner

Alderiza Agustini, Legal and Compliance Director, adidas (Brazil)

Runners-up

S andra Monroy, Legal and Compliance Director, Level3 (Colombia) Daniela Ortega, Compliance Director, Citi (Mexico)

Runners-up

Thelma Perez Soares Correa, Legal and Compliance Director, Arysta LifeScience (Brazil) Amilcar Falcão, Legal Director Grupo Queiroz Galvão (Brazil)

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JUDGING PANEL LACCA would like to thank the following for their invaluable help: 1. David Camhi, General Counsel, Playa Hotels & Resorts 2. Juan Pablo Cappello, partner, Private Advising Group 3. Norm Clark, partner, Walker Clark 4. Rafael Fauquié Bernal, VP of Legal and Corporate Affairs for Latin America, Endesa/Enel 5. Bruno Ferla, partner, Veirano Advogados 6. Jed Hepworth, of counsel, Oppenheimer Wolff & Donnelly 7. Arnaldo Laudisio, partner, Laudisio Advogados 8. Juan Luna, partner, Lawgistic 9. Alejandro Nino, General Counsel, RSA Group 10. Ana Siegel, SVP and General Counsel for Hispanic Enterprises and Content, NBCUniversal

David Camhi, General Counsel, Playa Hotels & Resorts

David has been the general counsel and chief compliance officer at Playa Hotels & Resorts since 2011, leading a team of legal counsel across the region. During his time as general counsel, David has led the company through a landmark multi-billion dollar transaction involving the refinancing of debt, the entering into a joint venture with a major hotel company, and the receipt of a multi-million dollar equity investment, as well as the sale and acquisition of several hotel properties. For this, David won the Deal-Maker of the Year Award at last year’s LACCA Awards. Prior to joining Playa Hotels & Resorts, David served as general counsel for Phoenix Packaging Group. Throughout his career, David has gained extensive experience in structuring, negotiating and documenting transactions in the United States, most countries in Latin America and the Caribbean, and several jurisdictions within the European Union and Asia-Pacific.

Juan Pablo Cappello, partner, Private Advising Group

Juan Pablo, a Chilean native, has law firm experience both on Wall Street and in Chile, in-house and in law firms. Before launching the Private Advising Group, Juan Pablo was a principal shareholder in the Latin American Group of Greenberg Traurig, an international 1,800-plus lawyer law firm. Earlier in his career Juan Pablo was a partner and a general counsel of Patagon. com, which was sold to Banco Santander for a transaction value of over US$750 million.

Norm Clark, partner, Walker Clark

Norman Clark is one of the founders of Walker Clark LLC. His consulting practice specialises in issues of international business and legal practice strategy, mergers, risk management, internal productivity, partnership governance and compensation, and lawyer performance and profitability. Norm’s 40-year career in the legal profession includes experience as a trial lawyer, trial judge, law professor and manager of legal services on a global scale, including the management of an 800-lawyer legal services organisation, in 50 locations on three continents.

Rafael Fauquié Bernal, VP of Legal and Corporate Affairs for Latin America, Endesa/Enel

Rafael has served as vice president of legal and corporate affairs for Latin America at Endesa Group since June 2008. Leading a team of approximately 110 lawyers, Rafael is responsible for the integration and coordination of all legal departments at Enel’s affiliates for Latin America and Spain. Prior to taking up the position as VP of Legal and Corporate Affairs, Rafael served as Endesa’s legal department director for Europe and secretary of the board of directors. Rafael also spent several years as a private practice lawyer for Spanish firm Bufete Giménez Torres Abogados. He is a licensed lawyer and studied at the Universidad de Zaragoza. He holds a master’s degree in corporate legal counselling from the Instituto de Empresa and a master’s degree in fiscal law from the Centro de Estudios Financieros de Madrid.

Bruno Ferla, partner, Veirano Advogados

Bruno Ferla focuses his practice on advising foreign and domestic clients, helping them navigate the Brazilian legal system. He has assisted several top-tier global companies in mergers and acquisitions deals, as well as with their incorporation and private equity funds of initial operations in Brazil, drafting and negotiating investment, acquisition and joint venture agreements, coordinating their legal work or due diligences, as well as providing general legal counselling. Before joining Veirano Advogados, Bruno was the general counsel and director of corporate affairs, leading mergers and acquisitions transactions, in Camargo Corrêa, one of the largest Brazilian industrial and construction conglomerates, with interest in publicly traded and non-listed companies.

Jed Hepworth, of counsel, Oppenheimer Wolff & Donnelly

Jed was the winner of last year’s General Counsel of the Year award. He is the former vice president and general counsel for Latin America at Cargill, where he managed an in-house counsel team of 70 from across the region, before retiring from the position last year. Jed’s technical legal knowledge and business acumen span 40 years. He has extensive experience in compliance and FCPA matters, including training, risk assessment, and conducting and leading internal investigations in the US and internationally, and has led a number of multi-jurisdictional acquisitions and divestitures, and successfully handled transactions ranging in value from US$20 million to in excess of US$900 million. Throughout his career, Jed successfully led teams of legal professionals, and improved results with business excellence and continuous improvement principles and is known for being a dedicated developer of people and talent, admired and cherished equally by his peers and clients.

Arnaldo Laudisio, partner, Laudisio Advogados

Alejandro Nino, General Counsel, RSA Group

Juan Luna, partner, LawGistic

Ana Siegel, SVP and General Counsel for Hispanic Enterprises and Content, NBCUniversal

Arnaldo Laudisio has more than 25 years of experience, both in the judiciary and in the financial industry. Before starting his own firm last year, Arnaldo served as general counsel for Brazilian bank, Banco BMG. Prior to this, he served as a managing director for Citibank, as well as serving as an executive director at Santander. Before moving in-house, Arnaldo spent over six years as a partner for Lefosse Advogados, in addition to serving for several years as a federal judge in São Paulo. Throughout his career, Arnaldo has managed litigation of all natures –mass, medium-sized and highly sophisticated – saving his employers many millions in legal fees and building a solid reputation in the market as a promoter of settlements within Brazil’s highly litigious culture. At last year’s LACCA Awards, Arnaldo was granted the Litigation Management Award.

Drawing on 20-plus years as an accomplished attorney at Fortune class, global corporations and international law firms, Juan Carlos Luna most recently served as director of legal projects, Europe and global regions, for Hewlett -Packard Corporation, where he transformed HP’s legal infrastructure to establish a more efficient, business-driven organisation. During his 12 years at HP and two companies acquired by HP (Compaq and EDS), Juan has managed Latin American legal operations, focusing on: in-house team management; outsourced counsel management; distribution; compliance; M&A projects; operational performance; legal governance and operation of multiple subsidiaries.

Alejandro Nino joined Royal and Sun Alliance Insurance Agency, Inc in 2008 as general counsel and head of regulatory compliance for Latin America. Prior to joining RSA, Alejandro worked at Citigroup since 2004 where he served as senior regional counsel for Latin America, managing the day-to-day legal affairs in Argentina, Bolivia, Brazil, Chile, Colombia, Ecuador, Paraguay, Peru, Uruguay and Venezuela. He has worked at Clifford Chance, SC Johnson & Son and Baker & McKenzie, among others. Throughout his more than 20 years of legal experience, Alejandro has managed a number of mergers, acquisitions and capital market transactions. Alejandro holds a masters of law degree from the University of Pennsylvania Law School and is fully bilingual in English and Spanish.

Ana is currently serving as senior vice president and general counsel for NBCUniveral, where she is lead counsel for Hispanic Enterprises and Content, overseeing all legal resources, including the division’s business and legal affairs team. Prior to joining NBCUniversal, Ana served as SVP and general counsel at Fox Latin American Channels, where she was responsible for all legal matters relating to the operation of payTV channels; production; and new media and manages a legal department of 16 lawyers and related staff located in Argentina, Colombia, Miami and the UK.

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Litigation Management Award

A ‘big ticket’ winner A bet-the-company lawsuit is any company’s worst nightmare, but for Nicolás Rubio, winner of LACCA’s Litigation Management Award, it’s all part of the job. Alison O’Connell caught up with him to find out the secret to his 100 per cent success rate.

George Washington once said: “to be prepared for war is one of the most effective means of preserving peace.” For Nicolás Rubio, general counsel at South32 for Cero Matoso, being prepared for the worst certainly seems to be the order of the day. As GC at South32, a spin-off of multinational mining company BHP Billiton in Colombia, Rubio faces the harsh realities of operating in a highly regulated sector under increased scrutiny from a broad range of state agencies and local authorities. “Mining multinationals in Colombia have a lot of adversaries – so as soon as you win a huge case, another one arises,” he says. In the three years since he took up his position, Rubio has faced a large number of cases that have threatened the very existence of the company. The majority of these have each been worth approximately US$1.2 billion insofar as they have all sought the revocation of Cerro Matoso’s main mining lease or its environmental licence – upon which the company’s licence to operate depends. With so much at stake, it’s no surprise that losing is not an option for Rubio and his team: “I’m very proud that we have always been able to face these issues,” he says. “We have kept on winning, it is what keeps the company in operation.” So just how does he ensure the company maintains an unblemished record?

Being prepared pays

The key, he says, is to be properly prepared: “While I address all litigation or administrative investigations in the same way, obviously with the ‘big ticket’ cases the stakes are higher so the amount of work involved can also be much more, which is why being prepared is essential.” Given that many of the big cases faced by the company reach the constitutional courts, Rubio says it is often very difficult to predict the outcome of a case: “You can never really rely on precedent and on what the law says, the constitutional courts are more unpredictable and have more power to change things if they think a law is insufficient.” As a result, Rubio keeps updated on the political environment at state agencies, local authorities and adversaries of the company. He also looks at similar cases involving other companies so that he can be proactive in exchanging

ideas with external counsel and the company’s lead team before an issue arises. “This has allowed me to have an extremely accurate and anticipated view of the alternative legal actions that the company’s adversaries might pursue and when combined with a thorough knowledge of the business, the relevant laws, and effective team work, has resulted in us having our strategy, defence briefs and supporting evidence ready well in advance in all the cases we’ve faced,” Rubio says. Apart from simply being a model that is “nice to have”, this pre-emptive defence style has proven to be of the utmost importance, particularly when dealing with constitutional actions, challenging the company’s licence to operate and often involves very short response times. “You might only get a couple of days to file your reply after a notice has been served upon the company, so being prepared is of the essence, particularly when a case involves old records or very technical issues like health and environmental compliance.” While Rubio clearly has a good sense of what is coming the company’s way, he also relies heavily on the support of his external counsel, selecting the best lawyers for each case and often arranging fees well in advance. “I filed a case this week which I had arranged the fees for nearly three years ago, precisely because I knew the issue would come up,” he says. A strong relationship with external counsel is therefore of the essence for Rubio. “I work with the top external lawyers in Colombia, so despite the fact that they are very busy, I need to feel comfortable that they will be fully dedicated when I need them.” In addition, since many of the cases involve more than one firm, Rubio expects the firms to join forces and work together as a team. “I make sure there is a good relationship between all parties, it is the only way to ensure all documentation and evidence is collected properly and delivered on time.”

Hands on

Despite having the support of his in-house team and top external counsel, Rubio is something of a self-confessed control freak. While he often delegates some of the less serious or “day-today” litigation to his team, when it comes to those cases that are high-risk he prefers to be “hands on”.

“When it’s a big case, I’m on top of it at all times and personally involved. All documents are either first drafts prepared in-house or they are reviewed, revised and redrafted by me quite a bit,” he admits. Rubio is also an authorised officer of the company, often acting on the company’s behalf in conciliation hearings and evidence practice hearings, working together with external counsel. “My main priority has always been and always will be to protect the company’s licence to operate, often this can also mean ensuring regulators are not making demands outside of their remit,” Rubio explains. In fact, one of his biggest challenges is dealing with government agencies: “While this is difficult across Latin America as a whole, it is especially challenging in Colombia because some of the agencies have a clear-cut anti-mining position, regardless of what the law says,” he argues. As a result, building a strong relationship with regulators has always been a top priority for Rubio, who believes a relationship based on trust is essential to ensure continuity and avoid delays. Added to this, Rubio believes that working for a company such as South32, which has a strict code of conduct, is a huge advantage when dealing with government agencies: “Even in cases when it is evident that a particular ruling body is prejudiced against the company, they have been left with no choice but to rule in our favour,” he says. “Our record is a reflection not only of mine and my team of external counsel’s hard work, but it is also a reflection of the company operating in the right way. If we win, I believe it is because we deserve to win.” Never having considered himself a litigation lawyer in the past, Rubio says he has learnt a lot since taking up his position and credits his experience of dealing with big cases for helping him to better understand how to prevent litigation when negotiating big contracts and projects. “I spot things I would previously have never considered a threat, and now know are essential to ensuring the company is protected,” he says. With current plans to expand underway in the region, the company is lucky to have a GC on top of his game.

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Deal-Maker of the Year

The whole package From overseeing a transformative merger, to securing financing for expansion, in-house counsel are often crucial to a company’s growth strategy and frequently called upon to engage a wide variety of business skills and legal ingenuity in often challenging situations. Adrienne Cornejo talks LACCA through some of the deals that led her to win this year’s Deal-Maker of the Year Award, and tells us a little about what makes her so successful.

With the increasingly complex issues that arise in today’s M&A transactions, including risk oversight, multi-jurisdictional regulatory issues and post-merger integration, the lead corporate lawyer in any transaction needs to have mastered the art of coordinating a deal from start to finish. Not only do they need to be comfortable managing the many players involved, they are often responsible for the entire company strategy as well as the negotiations with all relevant parties, both domestically and internationally. For Adrienne Cornejo, vice president and general counsel at Grupo Phoenix, a packaging company with operations throughout the Americas, this is all just part and parcel of her dayto-day responsibilities. With almost 30 years’ experience dealing with transactions, Cornejo has worked on every type of deal, ranging from large, international financings, to small domestic joint ventures, which means she also has a few tricks up her sleeve.

Wrapping up the deal

Many of Cornejo’s skills were in evidence earlier this year, when she was called upon to help seven Grupo Phoenix entities agree a US$250 million financing deal in US dollars and Colombian pesos with three international banks. The complex transaction also required her to coordinate with a further eight of the company’s entities to act as guarantors for the loan, which provided assets and stocks in four jurisdictions as collateral, and required the preparation and negotiating of two credit agreements – one for dollars and one for pesos. Cornejo was in charge of liaising directly with these entities to assess their goals and objectives, as well as adapting these objectives when negotiating the loan. She was also in charge of engaging with external counsel from over 13 firms in the British Virgin Islands, Colombia, Florida, Mexico and New York. Ecuadorian, Panamanian and Brazilian counsel were engaged to provide legal opinions and help draft other ancillary documents. Keeping on top of all of the parties involved and making sure everyone was aligned was certainly a challenge, so Cornejo kept a working group list of everyone working on the deal to ensure lines of communication remained open at all times. “We had periodic calls with all the attorneys in each country, plus the banks’ inhouse counsel, to negotiate terms and get status updates,” she explains. “We would also have all-hands calls to update everyone, assign tasks and set deadlines.” As well as negotiating the deal, another responsibility was balancing the requirements of the deal with the budget, and given the number of firms involved in the deal, the starting point according to Cornejo was to negotiate either a fixed fee or a cap with each law firm. Since Grupo Phoenix was required to pay the fees of the banks and agents’ counsel, which could be substantial, Cornejo negotiated a fixed fee or cap with all of the banks’ law firms. The total amount was then inserted into the credit agreement as a maximum payable by Grupo Phoenix and resulted in savings in legal fees of approximately US$400,000. While this was certainly beneficial to her internal clients, the fixed fee arrangements were not well received by all parties, requiring delicate handling and patience. “It was much easier to deal with those

firms that represented us, because they were willing to listen and follow instructions, but it was a whole different matter for the bank’s counsel,” she reflects. A tight time frame of only three months to complete the deal also required Cornejo to call on her years of experience and develop strategies to expedite the process. One of these saw Cornejo and her team work closely with external counsel to help prepare the term sheet and draft the credit agreements, which resulted in a very covenant-light deal for Grupo Phoenix, meaning that it was given with limited restrictions on the company’s debt-service capabilities. Cornejo’s experience working on previous loan agreements meant she was acutely aware of the importance of ensuring the conditions were sufficiently flexible. “Normally, the bank or its counsel will draft the term sheet with the terms the bank is willing to provide for the loan, but in this case, we drafted the term sheet with the terms that we wanted and circulated our version to all the banks, so we took our loans only from those banks that were willing to agree to our terms,” she says. “It was important to have a covenant-light financing, because our prior financing had covenants that made it difficult for us to conduct business without breaching our loan agreement and we did not want to be in that position again.” Once the banks issued their commitments, another strategy to deal with the tight time frame was to reuse as many documents as she could from a prior, similar deal. Her cost-cutting and search for greater efficiency did not end with her department, however, and Cornejo also required outside counsel to use the pre-existing ancillary documents as a starting point, which also saved time and money.

Unravelling the red tape

Saving time and money is always of the essence when it comes to getting a deal through, but if there is one thing Cornejo has learnt in the last 27 years of her career handling transactions, it is the “importance of writing a good contract, one that stands the test of time and any resulting litigation”. When overseeing mergers and acquisitions, for example, Cornejo says her front-row seat and first-hand experience addressing post-closing breaches and other issues has led her to come up with her own acquisition agreements. Even when engaging with outside counsel, Cornejo always prefers to draft her own agreements and customise them for each transaction as appropriate. “In certain cases, I have also had my form of agreement translated into the local language. This helps me manage the fees and ensures that I am working with an agreement with which I am comfortable, has worked for me in the past and gets ‘improved’ after each deal,” she explains. Some of the most recent acquisitions Cornejo has handled for Grupo Phoenix include the acquisition of a privately held paper container manufacturing company in Mexico, which included a manufacturing facility and all of its employees. She also handled the acquisition of a privately held paper container manufacturing company in Colombia, as well as a manufacturing company in Ecuador. While ostensibly similar, Cornejo reflects that each of these deals encountered their own

obstacles, which required some creative strategising. The due diligence for the Mexican transaction, for example, uncovered some potentially problematic practices, so Cornejo and her team decided to do an asset-based acquisition instead of a stock purchase, to ensure Grupo Phoenix would not be liable. “These deals are more complicated because you usually have to incorporate your own entity and obtain all permits or licences in that entity’s name. We also had to hire every employee separately on the closing date and bring in a new union – which was not an easy feat. We had similar issues in Ecuador and handled these in a similar fashion,” she explains. When it comes to avoiding post-closing breaches, Cornejo says she ensures she reviews all agreements before the company enters into any transactions that may be governed by the credit agreements. “Do not leave in [the contracts] any terms or provisions that you do not understand, or without doing any research as to the why they are there, or you won’t be able to negotiate the terms afterwards,” she advises. Once the deal is closed, Cornejo says she always prepares an executive summary of the major terms and conditions, which is circulated to the finance department and the company’s business partners, to ensure all are aware of the precise terms of the agreement in case of a breach. Avoiding legal jargon can also be beneficial when going through transactions with colleagues, so that everyone understands the details. “Be brief and get to the main points, no one wants to read a 10-page memo or 20-page contract,” she argues. While attempting to bring as much legal work in-house as possible, Cornejo explains that she always engages local external counsel for certain tasks, such as due diligence, or for legal matters requiring knowledge of local laws and processes. Consequently, a good relationship with law firms is extremely important to ensure all objectives are aligned. “I expect my outside law firms to know my business inside out and to understand what their relationship is with me,” she says. “I look for expertise, quality, and business-minded lawyers, who are reasonable and know how to get the work done.” On top of this, the firms must be willing to accept alternative billing arrangements according to Cornejo. “I find that the billable hour creates conflicts between me and my outside counsel. Their interest is to bill more and my interest is for them to work efficiently and bill less, so I prefer to know up front that the work will be a certain amount regardless of the hours,” she argues. Finally, when it comes to developing the “whole package” of legal skills to be a successful deal-maker, Cornejo’s advice to other in-house counsel is, above all else, to know your company’s business extremely well. “Visit manufacturing facilities, go on sales calls, attend business meetings and get to know other business units as much as possible,” she suggests. This is essential to developing a good working relationship with your colleagues and finding out what their legal needs are and how to address them. “Develop enough confidence in your knowledge of the law to be able to evaluate risk and provide sound advice or find solutions to the problems and don’t be a ‘can’t do it’ or a ‘no’ lawyer, or no one will come to you for advice,” she says.

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Compliance Counsel of the Year

A compliance officer on top of her game As businesses around the world are required to abide by ever more complex regulatory standards, their compliance officers’ lives become more complicated with them. Alderiza Agustini, this year’s Compliance Counsel of the Year, gave LACCA some insight into how she manages to stay on top of it all.

Despite joining adidas less than three years ago, Alderiza Agustini, legal and compliance director for Brazil, has already been praised by her peers for encouraging outstanding internal policies, staff training, and the implementation of programmes to meet increasingly strict compliance and regulatory requirements. Agustini was hired in 2013 and tasked with continuing to build the company’s legal and compliance department in Brazil, in addition to implementing internal policies in line with the company’s global compliance programme. Having spent her entire career working in in-house roles, Agustini has already gained some valuable compliance experience. Prior to joining adidas, she spent over six years as a senior counsel for multinational technology company Philips, where she dealt with third-party due diligence and faced numerous cases including conflicts of interest, cases of moral harassment and fraud. Earlier still, she served in positions at companies such as Claro, Santher and Nextel. “Ever since my first trainee experience in a big company, I always knew that my career would need to be in-house,” says Agustini. “I like being on the other side of the table and being part of the business side of things […] I like to work very closely with other business areas, to share ideas and experiences in order to help the business achieve its goals, while obviously respecting the limits of the law.”

Fair play

According to those that nominated her, Agustini has played a key role in the development of the rules and practices at adidas. Agustini understands that good corporate governance at any globally recognised multinational is an essential foundation for sustainable corporate success and is crucial for enhancing confidence among shareholders, business partners, employees and financial markets. “Reputation is one of the key business assets and is fundamental to the long-term success of any company,” she says. This means doing more than just following the rules; it means recognising that there will be ethical hurdles along the way, and overcoming those hurdles with the correct mindset. Luckily, working for a renowned brand such as adidas does make the task a little easier. The company’s commitment to good corporate

governance and strong ethics, or “Fair Play” as it is referred to internally, means that Agustini already had a solid foundation on which to build, as well as the backing of senior executives. “In order for you to be successful with any compliance programme the senior leaders need to buy in, if they do not support you then it’s very difficult to move on with the compliance programme. I am quite lucky because I have always worked for companies with a very solid compliance background,” she says. While the same procedures are valid for the company worldwide, Agustini and her team of six lawyers have adapted them according to the nature of the country and its laws. “We have one code of conduct globally, so we use the global template and review and adapt the language to be clear to the employees and the third parties here in Brazil,” she explains. “I reviewed everything from the company’s internal policies – to its contracts, powers of attorney granted, purchases, sales and anything related to internal procedures.” As is the case with any compliance programme, however, you have to be able to guarantee that the procedures are being followed on a daily basis, according to Agustini, who argues that it is not enough to just have policies in place, written and published.

A goal to educate

“We still do not have a high level of understanding about what compliance is in Brazil, so the real challenge is to educate employees and third parties – particularly in the retail industry,” Agustini points out. While Agustini is certainly seeing a shift in the way in which companies do business in Brazil in light of recent legislative developments such as the Clean Companies Act and high-profile investigations such as Lava Jato, she still believes that there is a long way to go. “I have noticed that third parties and local partners are much more aware and much more interested in matters of corruption and compliance nowadays, but what we often try to teach them still is that compliance is not just about legislation, it’s about doing the right thing,” she argues. Agustini recalls that, while at law school, her tutors had never discussed compliance, but now it has become a central issue. As a result,

she has placed a huge emphasis on building awareness at adidas: “It is all about education,” she says. “While we are already seeing changes, the real change will come with future generations and we are taking those first steps to achieve this.” Mandatory anti-corruption and compliance training programmes for all employees and third parties are one way to do this and an essential element of any compliance programme. “We always work very hard to increase the level of education and awareness when it comes to anti-corruption issues and integrity,” she says. Certainly no easy feat when adidas has over 1,200 employees in 65 locations throughout Brazil. In addition, the company now ensures that all of its third parties and partners undergo the same training. Finding the time to do all of this alongside her other responsibilities as legal director may seem like an insurmountable task, but Agustini says she always tries to organise things in terms of priorities: “You have to find the right balance, implement action plans and stick to the deadlines you set.” For Agustini the key to achieving these goals is having a good team around her: “They are the tool for me to do a good job and I really like to spend time working side by side with each of them in order to share ideas but also to provide guidance and ensure they have everything they need to fulfil their roles too,” she says. As a leader, Agustini believes in giving her team flexibility and independence, which she says makes for a happier and more productive team. “My staff have the freedom to choose what works better for them, it terms of work/life balance [...] I think the most important thing is that I empower them. If I didn’t they wouldn’t be as engaged and inclined to stay with the company and progress,” she argues. While Agustini has had her work cut out in the past few years, it seems 2016 is set to be much more challenging as she sets out to pursue an LLM in international law at Boston University in January. “It’s a very flexible course, I only need to be in Boston one month per module, so I can adapt my agenda and continue in my role as usual.” Luckily for adidas, she is a lawyer on top of her game.

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Social Responsibility Award

Corporate Conscience While growing numbers of in-house teams may be looking for opportunities to use their unique skills to make a positive impact on the communities in which they work, one team stood out at the LACCA Awards for their pioneering pro bono initiatives in Latin America. Alison O’Connell caught up with Citigroup’s regional team, winners of this year’s Social Responsibility Award.

Pro bono may have begun with law firms, but it could be finding its fullest expression within Latin America’s largest companies. Major employers are increasingly demonstrating the willingness to provide resources for community support and in-house departments are becoming progressively weighty contributors of free legal advice to the underprivileged in society. As a result, corporations are emerging at the forefront of the world of pro bono, with many introducing pro bono programmes and policies allowing in-house lawyers to assist local organisations and non-profit organisations in their communities. Citigroup’s regional legal department, winners of this year’s Social Responsibility Award, is a vocal advocate of these activities. With teams in more than 16 jurisdictions across Latin America participating in pro bono activities across the region, the team is a shining example of how small policy changes can make a big difference.

A collective action

Citigroup’s legal team launched its pro bono programme in Latin America in 2010. Since then, more than 100 in-house lawyers have participated in pro bono activities ranging from educational workshops on financial law, to providing legal assistance to immigrants in Miami and the Bahamas. Citi undertakes its Latin American projects through its broader Global Citizenship programme, which leverages the company’s expertise in financial services to undertake philanthropic work. “We use our unique skills as lawyers to give back to the communities in which we live and work,” explains Fatima Guardado-Gervais, director and associate general counsel for Citigroup in Latin America and the Caribbean. To help meet these objectives, the department sets a collective goal of four pro bono hours per lawyer per quarter, which has led to lawyers contributing more than 1,000 hours to pro bono activities over the past five years. “Our lawyers are passionate about making a difference, and our pro bono programmes match the strengths and experience of our in-house teams with the needs of our communities,” she explains. To encourage participation from each of the legal team members, in-house counsel can choose from a range of activities, such as attending monthly clinics, one-day events, or taking up opportunities to help remotely by providing assistance from their desks at the office. “We focus our efforts on the three areas where we can achieve the greatest impact: promoting financial inclusion and economic empowerment, and

advancing environmental sustainability,” says Guardado-Gervais, noting that any project must fit within the company’s wider corporate social responsibility strategy. Besides encouraging in-house counsel to volunteer, she explains that generating support from the senior business executives is essential is making the pro bono programme sustainable. “Without the backing of the CEO, GC and country managers, none of these projects would go ahead. They are always very supportive and keep up-to-date with regional initiatives,” she says. To coordinate in-house teams across the region and keep abreast of new projects Citi may be interested in supporting, Guardado-Gervais conducts quarterly calls to discuss ongoing programmes, provide updates and plan new activities. “We are always looking out for more programmes and are hoping to expand initiatives in Haiti and Mexico in the coming year,” she says. Recent projects undertaken by Citi include work alongside the Organisation of American States (OAS), senior citizen’s programmes and other non-profit organisations. Employees provide local communities and organisations with legal advice in the areas of consumer protection, finance and technology. “Our initiatives bring financial and legal information to different sectors of the population within Latin American countries that generally do not have access to this knowledge,” Guardado-Gervais explains. “By providing this type of aid, we believe we are giving members of our society tools to help them understand their legal and financial rights, which in turn contributes to creating a more equal society.” Most recently, the legal team assisted the OAS through the Pro Bono Chile International Foundation by conducting research on financial protections for the elderly in 12 jurisdictions across Latin America. “This was particularly interesting, since we were helping to build policy in Latin America,” Guardado-Gervais explains. A recent case saw Citi Panama‘s legal team provide a seminar on banking laws to consumers in a programme managed by the local banking regulator. Elsewhere in Central America, local teams in Costa Rica and Honduras gave legal advice to a businesswomen’s foundation and conducted workshops on banking and labour laws to micro-entrepreneurs. Citi’s teams also teamed up with Habitat for Humanity, an international non-profit organisation that seeks to eliminate poor housing and homelessness, to run educational and financial workshops in Argentina and El Salvador for new property owners.

Another particular area of focus is education. Groups from in-house teams across the region regularly lead educational workshops for law students, including universities in Brazil, the Bahamas and Guatemala, while elsewhere they also provide training sessions on financial education to high school teachers within poor neighbourhoods in Colombia. Another recent project saw Citi’s regional teams work with TrustLaw – Thomson Reuters Foundation’s global pro bono legal programme – which enlists corporate legal departments with non-governmental organisations and social enterprises, to survey disaster relief strategies for UNESCO in El Salvador, Guatemala and Nicaragua. Outside Latin America, Citi’s regional office in Miami is providing legal assistance to the Miami Dade Community College REVEST Programme, which is in partnership with the St Thomas University Human Rights Institute. The programme assists adult refugees, political asylum seekers, victims of trafficking, with immigration issues and other related matters.

Making a difference

Although Citi’s large regional footprint in Latin America means its regional teams are able to maximise the impact of the pro bono work undertaken by the company’s employees, Guardado-Gervais explains that the initiatives also provide benefits for the employees themselves. “Pro bono work provides a lot of satisfaction for employees, but it also provides opportunities to gain experience in parts of the law that are outside the normal scope of what an in-house lawyer might encounter,” she says. Guardado-Gervais believes a strategic approach to corporate social responsibility is increasingly of value to a company’s competitiveness and sustainability. Similar to Citigroup, many organisations have not only been championing these activities as a form of corporate philanthropy, but have also realised the potential benefits on employee morale and economic performance. Put simply, doing good can be good for business, says Guardado-Gervais. Moreover, since legal advice is often expensive and beyond the means of many in Latin America, Guardado-Gervais feels that lawyers have a responsibility to use their expertise and education to help others. “We believe that it is important that legal professionals, whether they work in private practice or are in-house, try to do their part to support and increase pro bono efforts worldwide, because the need for adequate legal resources is widespread and essential – especially in Latin America,” she argues.

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National Team of the Year

Cultivating a winning team One team in particular stood out at this year’s LACCA Awards ceremony for the breadth of its achievements, despite its relatively small size. We speak to Philip Morris International’s legal team in Mexico, winners of the National Team of the Year Award, about how they cultivated such a successful team.

Over the past few years, Philip Morris International’s (PMI) legal team in Mexico have focused on finding creative ways to develop a more meaningful partnership with the business units – earning a reputation in the process as pioneers of innovation. Despite comprising only eight people, the legal team supports three different PMI entities in Mexico, with over 1,900 employees. But despite its small size, the team has also successfully implemented a series of enterprising initiatives that have improved communication, productivity and efficiency throughout the company and cemented the legal department’s position as an exceptional strategic partner to the business.

Harvesting strengths

To ensure the legal department were effective business partners for the company, the team determined that it was critical for each member to know more about themselves and about their colleagues and spent time discovering and understanding the strengths and preferences of each of their individual lawyers. Each team member underwent two online assessments, the Gallup Strengths Finder and the Myers-Briggs Type Indicator (MBTI), to identify their strengths within the workplace. “Instead of focusing and developing the weaknesses of our members, our team subscribes to the belief that focusing on our strengths builds a more powerful and happier team, which leads to better performance and provision of services to the company,” says Jorge Dengo, who leads the team as senior legal counsel at PMI in Mexico. The Gallup Strengths Finder provides employees with their top five strengths, while the MBTI is designed to identify where each member draws their energy by attempting to classify their personalities and characteristics. The team then uses the results to ensure that employees are aligned with their preferred internal tasks. “We felt that with this knowledge, we could create a more informed and inclusive workplace which would naturally deliver a greater level of performance as we could assign work according to people’s passions and what they are naturally good at,” Dengo points out. The assessments also mean that the team is able to collaborate and plan their projects more effectively. “You can imagine the impact once we established the whole team’s individual strengths,” says Dengo. “It enabled us to create a very productive and enthusiastic work environment, where each team member is doing what they love to do, every single day. It has been highly motivating.” The team implemented a similar initiative with their outside counsel called QUEST (Quality, Understanding, Expertise, Strategy and Teamwork). Each of their external lawyers was asked to complete a self-assessment scorecard looking at strategic input, services, costs and relationships. The legal department then completed their own assessment of their external lawyers. Based on the findings from both the in-house and outside counsel evaluations, both teams met to discuss the results. “Because of the trust and openness fostered by QUEST, we managed to improve our relationship and reduce outside counsel costs by maintaining a continuous dialogue between in-house and outside counsel which helps ensure everyone is on the same page and reduces inefficiency,” says Dengo. The team’s external counsel has also recognised the benefits of these initiatives. “PMI Mexico is unique in terms of educating and training outside firms,” says Ricardo Pons Mestre, of Hogan Lovells BSTL in Mexico. “They devote significant time to explaining how their business

works, but also in training about how outside counsel should provide services when representing the company. The relationship with the team is like a partnership. There is full openness when discussing complex legal issues and respect for all of the suggestions provided.”

Nurturing diversity

Dengo and his team believe that one of their primary strengths lies in their focus on diversity and inclusion and believe that fostering such initiatives is key to enhancing the team’s strategies by helping create innovative solutions for the department and the business based on learning from each other’s different backgrounds and working styles. “We understand that people from different backgrounds, skills and experiences, encourage fresh ideas and perceptions,” explains Dengo. “By diversity we mean people from different profiles and backgrounds, different ages, gender, nationality, education, strengths and preferences, and by inclusion we mean our capacity of leveraging on those differences to inspire fresh ideas.” The team encourages diversity by developing cross-border talent. They often send lawyers from the department on short-term assignments to other PMI affiliates around the world to expand their perspectives and share best practices. Leading by example is Dengo himself, who hails from Costa Rica, but has worked for many years as senior counsel for the company in both Colombia and Venezuela prior to joining PMI in Mexico in 2013. “We know that having different points of view has helped us to provide richer legal advice and our colleagues have recognised it,” Dengo explains. “By constantly challenging each other, we have discovered how to improve internal processes, innovate the way we provide legal assessments, come up with added value solutions for the business, all at the same time as sharing best practices with each other.” The focus on diversity and inclusion is not limited to the legal department, however, and Jorge and his team have also led an initiative to involve their outside counsel. “We wanted our external counsel to know how we were managing things internally and how important it is to constantly rethink the way we are doing things, so we thought of involving them to ensure we are aligned and share our philosophy,” Dengo says. So far, the programme has been well received by PMI’s external counsel, according to Dengo, and the legal department is working closely with them to draft internal practices aimed at promoting gender equality and diversity and setting them up with the tools necessary to launch the same initiatives within their own firms.

Trimming bureaucracy

The team has also been pioneering in their efforts to eliminate unnecessary bureaucracy within the company. As a multinational company, PMI can at times be overwhelmed by internal processes that do not seem to make business sense at the local affiliate level. Over the past year, the legal team began applying the principles of lean manufacturing to a number of processes to speed up contract approvals within the company. For example, by preparing template contracts to cover recurring transactions and training business colleagues on how to properly complete the templates, the team were able to reduce the department’s time spent on contracts by almost 80 per cent. Several team members are also involved in a cross-functional working group seeking to eliminate redundant steps in the approval of the

company’s product packaging. As a highly regulated industry, each cigarette pack design undergoes review and approval by different functions in the company before it can be sent for printing, according to Dengo. Therefore, to simplify the process and remove the need for legal review, the legal department developed a manual to guide the company’s marketing and product development colleagues, which lists the requirements and restrictions of cigarette packaging in accordance with Mexican law and internal company policies. “Our lawyers also formulated guidelines to assist our marketing and sales colleagues and the company’s third-party partners in the development of branded materials to be used in the different advertising and information channels in the country,” he explains. And their efforts have not gone unnoticed within the company. “I believe that an accurate description of our legal department is that it is a business propeller,” reflects Stuardo Sinibaldi, president and managing director at Philip Morris in Mexico. “Legal’s involvement at the strategy level helps us anticipate business needs instead of just addressing current issues or problems, which greatly helps the management team and the business as a whole,” he adds. For example, the team recently helped the company renegotiate contracts with the largest convenience store chain in Mexico, which represents almost 25 per cent of PMI’s business in the country. “In our previous contract with this customer, it took us eight to nine months to launch a new product. Our new contract now allows us to launch a new product immediately, which is highly significant for us considering that we are in the fast-moving consumer goods industry and speed-to-market is critical in order for us to effectively address the demands and expectations of our adult consumers,” says Sinibaldi. Recognising one of the main challenges of any law department is how to effectively manage and share knowledge and information with other business units, Dengo and his team have focused many of their efforts on communication. One innovation saw the team begin issuing quarterly newsletters to employees that discuss topics involving the company or interesting legislation and regulation passed in the previous quarter. They also revamped training efforts on the Mexican tobacco legal framework, competition law and anti-corruption laws to ensure colleagues in the company are properly updated. “Regardless of the business you are in, the landscape is constantly changing, because of new competitors, technologies, new laws and regulatory challenges. You have to be ready to face these as they come about. My team and I are constantly looking at trends that might impact our business in order to anticipate any work that needs to be done,” Dengo explains. Furthermore, in an effort to facilitate collaboration between the legal team and other departments, the team also conducted “lunchand-learn” sessions where they explained matters relating to previous and current projects handled in the legal department for other company employees. Overall, PMI’s team in Mexico is a clear example of how a legal department can add value to a business. By focusing on nurturing personal development to maximise productivity and efficiency, proactively engaging with their external counsel and business counterparts, they have become an exceptional strategic partner to the company and one that is highly regarded within the industry. “We work for a business, so it is our duty to know how to move the business forward and how to create value for our company, otherwise we might as well work in a law firm,” says Dengo.

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Legal Counsel of the Year

A rising star Amidst the rapid expansion of Puma Energy’s operations in Latin America, Adrian Carrillo has emerged as a rising star in the in-house community and earned himself the title of Legal Counsel of the Year at this year’s LACCA Awards.

Since joining Puma Energy a little over two years ago, Adrian Carrillo has won glowing testimonies from his colleagues and external counsel for his core legal competencies and excellent people skills. Within a short period, he has risen to the challenge of being regional counsel to the Americas and taken over responsibility for the management of all legal services across the region, including businesses in Belize, Chile, Colombia, El Salvador, Guatemala, Honduras, Mexico, Nicaragua, Panama, Paraguay, Puerto Rico and United States Virgin Islands. “Adrian Carrillo is one of the best and brightest young in-house attorneys that I have had the pleasure to work with,” enthuses Alberto Estrella, of Puerto Rican law firm Estrella LLC. “He has been able to juggle, singlehandedly, the management of the legal operations in more than a dozen countries at a rapidly growing energy group, while still taking time to discuss matters in detail with outside counsel and his internal clients.” A key part of Carrillo’s role sees him support the daily operations across the Americas, including the supervision of legal resources and expenses and management of external law firms. He is also tasked with directing the strategy for litigation and contentious processes at the company, and creating internal policies for the management of legal risks, contracting with third parties and regulatory compliance in general. In case this wasn’t enough, Carrillo’s membership of the Americas Strategic Leadership Team, made up of the company’s senior management, sees him work on the company’s ongoing growth plans in the region, and drive the strategy, structuring, and negotiations of key acquisitions. “His role is one that requires an uncommon skill set as he has to be versed in all areas of the business for the Americas, from a commercial, legal and technical perspective,” reflects Rodrigo Zavala, chief operating officer at Puma Energy. “In particular, the new business development projects he is involved in represent tens of millions of US dollars and have a critical impact on the bottom line of the group’s business and growth strategy.”

Aptitude tests

Following Puma Energy’s aggressive growth strategy, which has seen the company acquire assets across Latin America, Carrillo’s skills have been put to the test. Throughout all of these acquisitions, he was in charge of managing and overseeing all legal aspects, and supporting the negotiation and decision-making processes during critical aspects of the start-up of operations in countries where Puma Energy began initiating commercial activities. “I’m directly involved in all of the projects in the continent related to the company’s growth strategy,” he explains. “I help streamline processes and services, while addressing and keeping in check any inherent risks or costs.” Among the most recent projects requiring his expertise were the multimillion dollar acquisitions of fuel storage and distribution companies in Colombia and Panama, and a major aviation fuel company in Puerto Rico, the latter of which Carrillo claims has had a direct impact on the aviation industry across the region. “We are currently looking to grow our

aviation business line and this acquisition has been very strategic for our regional plans.” Throughout all these transactions, Carrillo had responsibility with liaising and coordinating M&A counsel to reach a successful conclusion, and also worked with the strategic leadership team on the post-acquisition and integration phase to ensure the company’s targets are achieved without any hiccups. In addition to mergers and acquisitions, Carrillo is also charged with the preparation and implementation of the company’s entry strategy into new markets in the region. Earlier this year, he guided the business’s entry into Mexico, helping the company navigate its way through major changes in the oil and gas regulatory framework. When dealing with these projects, Carrillo says organisation is key: “Investing the proper time and resources in the careful organisation of an acquisition project always pays off in expediting the road to closing, aligning the expectations of all parties involved, easing out negotiations and overcoming the challenges of due diligence by providing sufficient information for the dealmakers to appropriately make business decisions and negotiate price adjustments,” he says. Like many in-house counsel, reconciling the company’s commercial demands for fastpaced processes with limited in-house resources is a constant challenge. According to Carrillo: “Clearly conveying the benefits of investing time and effort in project management to the rest of the business is essential to find the right balance and manage expectations.” Carrillo’s responsibilities mean that he has developed a thorough breadth of knowledge of Puma Energy’s worldwide organisational structure, policies and philosophies, according to Zavala. “Adrian has gained extensive and specialised knowledge across the commercial and operational aspects of the supply, storage and retail of oil and gas businesses including a detailed knowledge of the legal constraints in each country. I have come to rely on him to manage the legal department within the broad and dynamic changes occurring as the business continues to expand,” he says. Whether within the company or outside it, Carrillo’s achievements in little over two years have not gone unnoticed by colleagues and peers alike. “Adrian currently performs a critical and leading role within the organisation, with an unblemished and outstanding reputation that directly influences and moulds the creation and implementation of the Puma Energy’s growth strategy as well as achieving a solid position within the group – sought after by the company’s managers and employees for advice and internal approvals,” says Zavala. Carrillo, however, remains modest and credits the rest of the legal team in the region. “All of the team members are top-tier professionals and rising stars in their own capacity.”

Inside-out

To successfully manage his regional responsibilities, Carrillo has focused on developing the role of the in-house team within the company by creating internal guidelines and procedures for all legal matters and improving relationships within the private practice community in order to support Puma’s reputation and business capabilities. “Nowadays, the role of in-house counsel

is much more demanding and considered a core role in the management team of major companies,” he reflects. “These new circumstances demand that legal counsel develop skills beyond legal expertise in a defined area. Not only do you need a broad understanding of the general legal framework pertaining to the industry you work in, and experience and understanding of the workings of the different legal systems in the world, but you must also obtain relevant business experience to technically understand where the profit comes from in order to be able to find solutions that create value from a commercial point of view,” he says. But it is not just improvements in the inhouse department that have made Carrillo stand out. Within many of the jurisdictions for which he is responsible, Carrillo draws on the support of a carefully selected group of external counsel, whom he considers strategic partners to his role, and has been able to leverage his relationship with them to better tend to the diverse legal needs of the business. “I am very demanding with my external counsel,” he explains. “I require very short response times, effective commercial acumen in dealing with complicated questions, direct contact and availability at all times, and personal accountability for the projects they are responsible for,” he says. To reduce costs and boost efficiency, Carrillo also requires external counsel to accept alternative fee arrangements. “We ask that the work conducted by our external counsel is that which adds value, rather than represents an isolated cost line. Each project is discussed with commercial and legal, and then budgets or caps are implemented for each matter,” he says. Maintaining a continuous and direct informal communication line with his counsel is therefore essential for balancing costs and results, he adds. One of the qualities singled out by external counsel for particular praise is his ability to challenge the opinions of external lawyers in order to achieve the best possible results for the company. “We are often faced with in-house counsel that will blindly follow the suggestion of outside counsel [but] Adrian will be upfront and forthright about his opinion, and will keep discussions open with outside counsel until there is consensus,” says Estrella. Sean Bezark, partner at Greenberg Traurig LLP, agrees: “I work with countless in-house counsel and Adrian stands out as at a star amongst that group. He is not satisfied with good and always strives for, and demands, the best. Adrian really cares for Puma Energy as a company and his colleagues as individuals.” To this end, and since joining the company in 2013, Carrillo has been helping craft policies for the more efficient use of legal resources within the company, and implementing best practices and processes with the aim of changing the corporate culture and adapting it to a better organised legal department. “He has essentially created a legal department where there was none before,” says Estrella. “Such a task would be daunting for any lawyer, let alone a young lawyer. Despite a lack of resources, he has managed to use the resources available to serve an ever growing company as it expands worldwide.”

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Regional Team of the Year

A structure for success Successful regional teams need to display communal efficiency and work seamlessly across borders, but the most exceptional manage to do this while also adding value to the business. Accenture’s Latin American legal team, winners of this year’s Regional Team of the Year Award, stood out for its implementation of core development strategies that have led to major savings for the company across the region.

The role of the in-house legal department has been transformed over the past few years. As business models become ever more complex and global, in-house teams are increasingly required to navigate a myriad of local laws and regulatory frameworks across borders. This shift also marks a transition from in-house legal being a passive supplier to the business, to having a more active, multijurisdictional function that also drives value creation. As a result, GCs and their teams across jurisdictions, business units and practice areas are focusing their efforts on delivering advice and reducing risk in more cost-effective and efficient ways, enabling the executive legal leadership to maintain better communications with all the divisions of a company. Following a company-wide restructuring of the legal department in 2011, Accenture’s Latin American legal department changed from having a purely jurisdictional focus to also taking in cross-cutting issues. “The reorganisation, which we called a transformation, aimed to enhance the quality and efficiency of the legal services we provide to Accenture,” says José Moscati, Accenture’s managing director and associate general counsel for contracting in Latin America. “Our legal team, no matter the country, is integral to making business decisions, and that is enabled by how we are organised.” Accenture’s legal team in Latin America is a shining example of how one team’s drive towards cost-cutting, efficiency and strategic resourcing has helped craft a regional department that has earnt itself a reputation for being top of its game.“They [the regional legal team] are outstanding lawyers who have quite a bit to juggle in the extensive Latin American region. It is amazing how they are able to keep up to speed in such differing countries,” says Eduardo Cárdenas, partner at Cárdenas y Cárdenas Abogados in Colombia.

Right shore, right cost, right quality

The legal team in Latin America led the restructuring process in 2011 and was the first to fully implement it under the motto “Right Shore, Right Cost, Right Quality”, which aimed to tailor the company’s operations to particular jurisdictions and reduce costs without diminishing quality. Before the restructuring, Accenture’s legal department was divided by jurisdiction as opposed to expertise and experience. “This meant that our experts were managing a wealth of activities at any given time—for example, managing a regulatory or compliance situation and negotiating a contract—putting a strain on their time,” says Moscati. The team began by identifying the nature of the legal work handled by in-house counsel at Accenture and evaluating whether it was complex, high-value or high-risk, and analysing the specific needs of each location in Latin America depending on the types of legal issues they faced. “We then divided the work based on the necessary skills to get things done, such as language skills, complexity, or specific skills such as public procurement law, data privacy or litigation,” he explains. To ensure a more efficient division of labour, Accenture divided legal work between a newly-created Legal Global Service Centre team, focused on routine issues such as contract reviewing and day-to-day legal queries, and specialised teams, concentrating on complex transactions, such as mergers and acquisitions or litigation. The teams with more specialised expertise were then divided by the regional legal managers, including Moscati, into three main

areas of focus: sales and delivery, which includes global contracting and contract management; compliance and regulatory, which works on issues such as ethics, training and employment law; and finally corporate issues, which includes M&A, litigation and IP law. Within the contracting team, for example, the division of work by complexity and size of the deal saw the most experienced lawyers work on complex contracts, or those above US$10 million. Less experienced lawyers concentrated on higher-volume, lower-value contracts. “The re-organisation allowed our experts to focus on areas where they could maximise their contributions, so each deal and each issue now has the best and most cost-effective support, provided in a timely manner. With that, the business has grown in volume and complexity, yet in a safe a profitable manner,” says Moscati. Increasing efficiency internally also meant the team could be more selective when hiring outside counsel. While remaining an important element of the in-house team’s operation, the department will only go to outside counsel when the topic is particularly complex that it cannot be resolved internally. “The cost reduction was one of the objectives of the legal transformation,” says Moscati. “By reducing costs in this way, we managed to focus our specialised and most-expensive resources on the things that add more value and create meaningful growth, career and training opportunities for the whole team.” Today, the Latin American legal department has more than 200 professionals supporting the region and other legal teams across the world. Given that the teams are spread throughout the region, Moscati says they rely on both traditional and the latest technology to stay connected, including regular video conferences, in-person meetings, webcasts, email and Accenture’s digital collaboration tools. “These help us connect on both business and personal levels, enabling us to make decisions on complicated matters much quicker.”

Building a business partnership

While the legal restructuring meant that teams were able to do much more in-house, it also meant that those with specific expertise were able to work on projects that matched their skills. Moscati and his contracts team in Brazil, for example, were able to provide a more practical and strategic approach to supporting the business with contracts, since everyone on his team had the relevant experience and expertise. In late 2014, the team helped Accenture (alongside an engineering company) win a public contract to provide project management services to monitor approximately US$70 billion in construction projects across Brazil over the next five years. The bid saw Accenture and the engineering company form three different consortia to participate, with Moscati. However, while the legal team was behind the successful filings for the bids, they were also required to prepare the defence for 10 separate appeals brought by their competitors against the government’s decision to award Accenture the bid and were successful in defeating all challenges. “The best part of the deal is that we will be able to help the Brazilian national department of transportation to buy and implement services and products in a more efficient way. This will help the Brazilian government get more return from their services and infrastructure– which is beneficial for all.” Earlier this year, a separate project saw Moscati and his team help Accenture launch a product that uses digital technology to help

companies monitor how they supply and display products to consumers at the store level – the first time this type of service was sold by Accenture in Latin America. In-house counsel working on the project interacted with teams in five different legal areas, including regulatory, offerings, cloud computing, analytics and software to establish a stand-alone contract harmonising and integrating the services, according to Moscati. The team also worked closely with the finance and tax departments to combine the company and client’s interests regarding invoicing and payments. “The Latin American legal team was at the forefront of creating the contractual structure to connect technology and services to deliver this project,” explains Moscati. “We not only negotiated the contract, we worked as architects using the best experts from our digital and strategic offerings team to bring the latest in legal thinking to Latin America.”

Laying ethical foundations

While the legal team is certainly key to all business projects for Accenture, they are also in charge of the company’s compliance and ethics framework throughout the region. Given increased scrutiny by international enforcement agencies, and pressures to adapt to recently enacted anti-corruption frameworks in countries such as Brazil, Colombia and Mexico, the team also has to ensure it has a clear strategy in place. The company’s key compliance programmes are managed by the legal at both the global and local levels, facilitating compliance with laws around the world. The Latin American team manages these programmes throughout the region – from implementing anti-corruption policies and reviewing requests from staff to give gifts and provide entertainment to clients, to conducting and attending training sessions. “Operating ethically and in compliance with all laws is at the heart of how we operate,” says Moscati. As a result, the department has developed a rich curriculum of global mandatory training which includes computer-based and live training. This year alone, Accenture Brazil has trained over 370 executives on anti-corruption legislation and best practices through classroom sessions and over 10,000 employees online. “Ethics and compliance training is mandatory for all Accenture employees. Non-completion automatically impacts an employee’s performance rating, affecting compensation,” says Moscati. The team also believes in maximising the use of technology to drive compliance and raise awareness. “We believe that an effective programme is one that is straightforward and simple for our employees to put into practice. Therefore, we have implemented technology solutions that will make the programme easier for our employees to use and improve our ability to monitor,” he argues. Finally, while Accenture’s legal team in Latin America may be divided in terms of specialisation and jurisdiction, Moscati insists it is thinking as one unified team that helps it run so successfully. “We may be diverse in terms of knowledge and expertise, and also in background and management styles, but we encourage our teams to work in a complementary manner instead of competitively—we consider ourselves a one global team.”

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General Counsel of the Year

A multifaceted GC From legal adviser to business strategist and compliance officer, general counsel typically find themselves playing multiple roles within their organisations. Luis Radulov, winner of LACCA’s General Counsel of the Year Award, tells LACCA why finding the right balance between these roles is key to running a successful law department.

As vice president, general counsel and integrity officer for ABB in Latin America, Luis Radulov knows a thing or two about juggling responsibilities. Within his varied role, he is in charge of all legal and compliance matters for the company in Latin America and manages 20 lawyers scattered throughout the region. Quite an in-tray for someone who only joined the company a little over a year ago. But despite the steep learning curve, Radulov has thrived and earned himself a glowing reputation as a business leader throughout the company, winning praise from both his internal and external colleagues alike. “He is a hard worker and a driven and focused professional,” says Milena Sbrana, legal manager at ABB in Brazil. “In just a short period, he has gained the trust of his internal clients and of his team.” Over more than 18 years, Radulov gained legal experience in both private practice and corporate counsel roles, beginning his career at full-service firm Manhães Moreira e Ciconelo Sociedade de Advogados, before taking up in-house positions at local and international companies in the finance, energy and technology sectors, including Siemens subsidiary BenQ and AES. “I have always loved business. I started working in companies as a legal intern while I was at law school, and was seconded to GE during my time at the law firm, so I always knew I would eventually go in-house,” he reflects. It was in his most recent role at multinational energy provider AES, however, that Radulov believes he achieved some of his greatest successes in-house. Much like his most recent position at ABB, his position at AES was somewhat of a baptism of fire for Radulov, where he was responsible for defining the company strategies to be used in court and overseeing a team of over 65 professionals and the work of over 50 law firms. “It was one of the most exciting times in my career,” he says. “My team and I were dealing with around 35,000 litigation cases across the country, but during my nearly five years at the company we managed to reduce the cases by 35 per cent, which saved the company over US$200 million.” Radulov says he was able to achieve this by following a two-step strategy. The first was identifying and finding solutions to the root causes of litigation and implementing measures to ensure similar cases would not arise in future. The second was forging strong relationships with external counsel, upon which he relied heavily on providing expertise and assistance. The key to combining these two aspects was being able to rely upon a strong and experienced team, according to Radulov: “I worked with specialists in litigation. Those guys all knew way more than me, but I was always there to facilitate and ensure we were moving in the right direction, that external counsel were working together with the department, and that things were moving forward in the right way and efficiently.”

The mentor

Despite his various roles and responsibilities to date, Radulov has learnt the importance of being backed by a strong in-house team. In fact, he believes that behind every good leader there is a great team, and it is this conviction that had shaped his leadership style in his current position at ABB. “People, more than any other resource, need to be the focus of the GC,” he argues. “My main priority is to ensure that my team have all the necessary resources to do their

jobs properly, as well as ensuring that they feel confident that they have the support from senior management and the business in general.” Having the necessary resources may be essential for any in-house lawyer, but Radulov says that it is equally important corporate counsel feel confident and empowered to use them. With general counsel having potentially decades more practical experience than the most junior members of the in-house team, he says knowledge sharing is crucial and often uses his own expertise and experience to provide guidance for his team. Such an approach is well received: “He always encourages his team to achieve their goals and seeks to foster a desire in others to do their best,” says one of his colleagues at ABB. But this does not mean those with less experience cannot make a valuable contribution to strategy discussions: “I don’t know everything just because I am the boss, so I like to incentivise discussion and exchange ideas,” he admits. “I like solutions that are built together as a team and I am a true believer in constant development both for myself and those I work with.” Radulov believes that for his team to remain motivated and contribute decisively to the success of the business, all members should feel comfortable to voice their own opinions and disagree when they feel it is the right thing to do. “I don’t want ‘yes’ people. I make sure my staff feel like they can present their own views and that they can confront me or disagree with me when necessary,” he explains. On the structural side, Radulov says he emphasises the importance of continuous training and personal development among his staff. Besides sending his team on courses or to seminars, he says budgetary constraints in his various roles have also taught him to take advantage of the training sessions provided by his external counsel. However, like any successful GC, succession is never far from Radulov’s mind. While effective and comprehensive training may have the benefit of making the in-house team better skilled and more efficient in the short term, he says his most important responsibility is to ensure it is sustainable and technically strong regardless of who is at the helm. “I need to develop successors so that one day, when I move on, I am confident with what we have built,” he says, adding that one of the aspects he was proudest of in his previous positions was that the companies were able to replace him with staff he had trained and helped develop himself.

The facilitator

Besides the personal and professional characteristics that have combined to make Radulov a successful leader, his love of business has led him to the conviction that the legal department is integral to the business’s decision-making process. “In-house counsel cannot be afraid of dealing with numbers and should not be treated differently from the other areas of the company,” he says. “I strongly believe that legal departments should use their technical expertise to support the business, but a fundamental aspect of executing that job well is the proper understanding of the company’s operations and financials.” Within the legal department, this means setting the same rigorous performance and productivity objectives as any other department: “Just like any other aspect of the business, you have to evaluate the performance of the team

and its results objectively, against well-set targets and pre-established metrics, that should be aligned with the ones set by the company and transparent to all other members of the organisation,” he argues. To ensure he keeps up to date with the country managers and their priorities across the region, Radulov has adopted the same open channels of communication he introduced within the legal department to ensure he is always kept abreast of developments within the wider company, and able to isolate and resolve thorny legal issues before they develop. Such an approach has already won him fans: “He maintains the right levels of communication and dialogue with the business managers to understand the company’s operations, to understand the constraints and the challenges, and to find the best solution while identifying potential risks,” says Rafael Paniagua, country manager at ABB in Brazil. Ultimately, Radulov sees his role as a GC as akin to a business facilitator and prides himself on his ability to find solutions and alternatives to any problem. “I believe in consistently delivering value to the business in innovative ways,” he says. “You have to use your expertise to help theorise and experiment with new approaches to accomplishing goals and objectives or when problem-solving.”

The gatekeeper

Balancing his responsibilities as GC and integrity officer, Radulov has to walk a fine line between facilitating business, while acting as a gatekeeper for the company. “I believe the very core of a GC’s function is to keep the company safe, but also to contribute to its overall financial results,” he says. “What is really important is changing the way we do business: it’s not about the potential fines and sanctions – it’s about working in the right way, and companies that are doing things the right way will be in a much better position in future – it’s more sustainable.” Although he acknowledges that working for a major multinational such as ABB means the company already has a very robust compliance programme, he continues to remain up to date with legislative changes around the region and ready to adapt the company’s local compliance frameworks to any new environment. “We are trained to spot risk and protect our clients,” he says, but adds that GCs should be able to use their unique skill set to create alternatives beyond legal remedies. “You really have to think outside the box. If you only see risk you cannot be an in-house counsel. You have to be able to outline the risks at the same time as offering a solution or avenues the company can take,” he explains. Whether working in a large multinational, or a small local company, Radulov argues that the most important attribute a GC must have is to recognise that the legal department is a small but integral part of a larger machine. Most importantly, is the recognition that any decision is taken together, and success and failure shared equally. “You always have to be part of the decision, part of the mechanism, working together with the rest of the business,” he says. “I make sure everyone knows that it is our risk, not just the company’s, and that we will take the risk together. I want the company to know they can always trust me.”

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