How do you approach managing legal aspects during periods of instability or crises, and how does your legal strategy align with the broader business strategy to ensure the organisation’s resilience?   

Periods of instability and crisis might impact significantly on a turnaround investor such as Pillarstone. Geopolitical and macroeconomic events in the past few years have resulted in a shift in fundraising dynamics, capital allocation models and value creation strategies and contributed to an evolution of the applicable legal and regulatory frameworks as well as in the legal and compliance risks faced by investors in the alternative sphere.  

As regards our management of legal and compliance aspects, we aim to employ an iterative model revolving around three key steps: horizon scanning, education and preparation.   

For example, anecdotal evidence suggests that anti-bribery and corruption risks tend to be amplified during periods of instability and crisis, hence we attempted to strengthen our comprehensive model, both at the management company as well as portfolio levels, with a view to detecting, mitigating and managing new risks that might materialise.  

Other areas traditionally prone to significant evolutions because of geopolitical and macroeconomic dynamics include antitrust state aid and merger control, and foreign direct investment.  In this respect, over the past few years, we have worked to educate ourselves on relevant regulatory developments (e.g., but very importantly, the recent Foreign Subsidies Regulation) and enforcement approaches by relevant authorities, assess implications thereof on our business model and develop a set of procedures and model contractual protections.  

In addition to the above, the Pillarstone legal team aims to provide a contribution to the strategic sphere, employing legal astuteness to create competitive advantage.  Downside protection through the entire investment cycle is a key area of focus.  From our perspective, this ultimately requires a deep and comprehensive understanding of the business model and dynamics, which is a pre-condition for establishing trust and credibility within the organisation and providing value-added advice.   

What are the main cases or transactions that you have been involved in recently? 

As of recent, I have been involved in the structuring, set up and launch of various investment initiatives, such as discretionary capital as well as contribution alternative investment funds with global and European institutional investors as limited partners.  In addition to the above, at portfolio level, I have been involved in private equity and corporate restructuring transactions in various jurisdictions (notably, Italy and Greece), including debt-to-equity swaps, investment of new money financing (including on a super-senior basis, both statutory and contractual) and the full spectrum of the out of court, court-supervised and in-court restructuring schemes available under Italian law.  

What role does the legal department play in promoting and ensuring corporate social responsibility in your organisation?   

Anecdotal evidence (as well as a number of recent surveys) suggests that ESG and sustainability are increasingly a part of the responsibilities of the legal department.  I expect that this trend consolidates and expands in the near future.   

In an article that I recently co-authored together with  Bruno Cova (a partner of Greenberg Traurig) and Mark Howard (chief compliance officer for International Markets at KKR) we discussed how ESG is capable to affect all the key domains within the purview of inside counsel; as such, – and though there is no one-size-fits-all, also because ESG is way more complex than simply complying with legal standards – identifying, addressing and monitoring relevant sustainability issues ought to be considered part of the duties of inside counsel.  I would expect that mapping and assessing ESG risk, counselling the board in navigating fiduciary duties in respect of the ramifications of ESG and ESG integration across the entire business model of the company be themes high on the agenda of general counsel for the years to come.