How do you feel the pandemic has impacted the function and work of in-house counsel?

Generally speaking, due to COVID guidance, we only resumed going to our corporate offices two months ago in a very controlled manner. We have relied on different technological tools to maintain our productivity and also maintain the culture within our company. I supervise other operational departments other than the legal department, one of them being human resources, which has been a pillar to our culture and communication across the company. We use Microsoft Teams, which has allowed us to maintain communication, allowing us to function even from a distance.

We are a real estate company that develops and manages shopping centres across the country, so we have numerous lease agreements, specifically over 5000. We have seen an increase in efficiency in producing these documents than prior to Covid. For instance, previously for any lease to be prepared we receive the minimum document required to elaborate a lease agreement, from the commercial area. Over the next few days, the receipt of other documents relevant to its preparation is received in a staggered fashion to our offices. Now, we are more organised as we receive all relevant documents at once electronically, so it takes less than a day to prepare a lease agreement from scratch. All our lease agreements are standardised and mostly identical, and so in this area, we have seen tremendous improvement in our productivity and speed.

With regards to our other legal work such as transactions, corporate, shareholders assemblies and others, our team prefers to work from their homes. There is less stress involved such as required travel necessities all over Mexico. It is more efficient since we conduct 100% of board meetings remotely since Covid begun.

Can you tell us about your company’s recent merger with Special Purpose Acquisition Company (“SPAC”) of Promecap? Did your legal department play a role in this?

As a matter of background, before we actually merged with the SPAC, the biggest shareholder in the company, was Equity International. Equity International is a private equity firm based in Chicago, sponsored by a renowned fellow named Sam Zell. This took us to a different institutional level from a governance standpoint and strengthened our balance sheet.

Only three SPACS have been issued in Mexico, as opposed to the US, and this is the first SPAC to successfully de-SPAC and go public in the Mexican stock exchange. The legal team carried out very high-level strategic negotiations and was crucial and pivotal in the execution of this deal. This is a vastly different deal from a vis-à-vis merger, because merging two public companies in Mexico is no small feat especially when one company is a SPAC. It was a very educational process for both the banking authorities and my team, to tropicalise what has been done in The US and apply those principles in Mexico.

It is exciting as we look forward to the next phase of our maturity process where we have the responsibility of seeing what this means from an accounting perspective. Our growth now will be led through the M&A process as opposed to the organic process that we followed for the past 20 years.

It is no secret that companies with physical stores have suffered great losses in the pandemic. How has your legal department handled the many challenges presented to brick-and-mortar trading to the extent that you have been able to keep stores open (guidance permitting) and the business afloat in such a precarious time?

We operate shopping centres so we are considered a brick-and-mortar company. In Mexico, the force majeure decree was published when the pandemic started and then tropicalised in each state. The legal department was at the forefront of deciphering what guiding principles were to be applied in each shopping centre. There were several restrictions, but it was the legal department’s responsibility to ensure compliance in each of our shopping centres, educate the operations team on how to maneuver the guidelines, while allowing the company to operate and remain profitable. Our shopping centres have been resilient, and we are currently experiencing footfall like pre-covid times.