About

‘Long-time’ director of legal and regulatory matters at Venezuela’s largest privately-owned company, diversified food and drinks group, Empresas Polar, Guillermo Bolinaga has ‘extraordinary legal expertise and absolutely outstanding public relations and diplomatic skills’. Having gained his LLM at Duke in 1994, he moved in house almost immediately (‘I’d always wanted to be where the decisions are taken’, he comments), joining Savoy Brands International. Headquartered in Miami and with activities in nine Latin American countries, the company was related to Empresas Polar, but not an integral part of the group. With its sale to Pepsi Incorporated, in 1998, Bolinaga moved to Polar, arriving in 1999 to oversee the unification of the company’s three legal teams and the subsequent addition (in 2000), of a regulatory affairs department. Today this joint legal/regulatory team is 50-strong, including lawyers, economists, administrative staff and even a psychologist, while the company itself has grown to more than 200 facilities and 35,000 employees across Venezuela, plus operations in Colombia, a production plant in Florida, and an export arm. The team has handled major transactional activity, undertaking a $500m cross-tender offer for MAVESA (the first between New York and Caracas), in 2001, and more recently, the formation of the GEPP joint-venture in Mexico with Pepsi and bottler Geusa, in 2011. In addition to operational matters, the department also advises in relation to the regulatory environment, not least price controls and exchange controls, in a scenario where non-compliance can be penalised by expropriation. Insiders indicate that the company has received some 5000 ‘fiscalizaciones’ (compliance inspections), over the last 15 years, and numerous sustained expropriation attempts. Bolinaga’s team has also been involved in the most significant competition cases in the country, including two cases against competitor Grupo Regional and another concerning commercial agreements with Venezuela’s ubiquitous shopping centres. Among the truly innovative steps taken by Bolinaga has been the establishment of a legal support area within his department, tasked with obtaining the information and statistics required by the legal department as a whole. ‘I wanted all my lawyers to be familiar with statistics so they could take informed decisions, for example, as to whether to settle a case or not. The country has price controls, not all our goods are covered but some are. So if our lawyers are to ensure that our counterparts understand the risks associated with this, it is also incumbent upon us to ensure that our lawyers understand how a decision on pricing is taken’. Bolinaga ‘has played a key role in the company’s navigation through all the issues’, many regard him as ‘the leader in the community of general counsel in Venezuela’.