Key team members: Epitacio B. Borcelis, Jr., senior vice president for legal 

What are the most significant cases or transactions that your legal team has recently been involved in? 

On top of our day-to-day legal duties, which typically include, but are not limited to, the preparation and review of documents, contracts or deals, delivery of legal advice and services to the top management and to various departments; carrying out corporate reorganisations, conduct of internal audit or compliance programs and generally dealing with high volume of commercial arrangements, our role as the in-house legal team has expanded to a “strategic business partnership” that backs the organisation, strives to improve processes and navigates  complex challenges in the business.   

In its ever-growing presence in more regions across the country and in its diversified business portfolio of a wide range of business activities, I am proud to say that we have been instrumental in the strategic decisions and high-value transactions pursued by the SM Group of Companies and in the successful litigation of cases in favor of the company, such as: 

1) The cases of Manuel Serrano, et al. vs. ICDC G.R. Nos. 208494, 208509, 208542 and 208608. Supreme Court, Quieting of Title (Susana Heights Property).  Promulgated October 06, 2021.1. 

The titles subject of the above case covers 6,143,000,000 square meters of land in Muntinlupa City. Other than its considerably sizeable area in the metropolitan area of Manila, the development of the Susana Heights Property remains to be one of the most prime residential real estate projects of our company. Seeing through the successful conclusion of the case in favor of the SM Group of Companies is one of our proud achievements. 

2) Nolito G. Del Mundo, et al. vs. MSDC, G.R. No. 200684, Court of Appeals, 12th Division (Hacienda Looc Property)3  

Hacienda Looc is an 8,650.7778 hectare- property in Nasugbu, Batangas. As the SM Group of Companies is vigorously expanding its real estate project portfolio into leisure and integrated seaside community developments in Nasugbu, Batangas, Hacienda Looc has become a key property asset for the company. Ensuring that no legal disputes affect or impede its development has been a crucial responsibility and accomplishment for our Legal Department. This has enabled the Company to progress with its masterplan for the development of a premier beach resort town in Batangas. 

How important is choosing to work with external lawyers who align with your company values?  Are you likely to reconsider what firms you work with based on this? 

In choosing who to work with, we, of course, give preferential treatment to firms or external lawyers whose culture and manner of practice is compatible with the core values or standards that guide the way we do business.  Indeed, choosing to cooperate with those who better align with the company’s custom of governance, institutional approach, business strategy and tolerance for risk is the best way forward if we aspire to create and foster a collaborative work environment at its optimum. 

But determining the minimum conditions and qualifications in the engagement or retention of firms, I believe, should still largely depend on the nature of the requirement, the circumstance surrounding it and the objectives we wish to achieve by hiring external help (i.e. why do we need to hire an external lawyer in the first place and what do we need to accomplish and safeguard by hiring an external lawyer).  Most often, the critical parameter is still the right expertise but in other cases, cost and efficiency are the most crucial. 

Thus, to set “compatibility with company values” as the primary consideration in choosing who to work with and who to retain may not be a prudent action.  Ultimately, we can all benefit from a change in perspective and views on issues and challenges in addition to our own.  What is important is we are united in our principal intents of upholding the best interest of the company. 

Why are in-house lawyers well-placed to drive change in their organisations? 

It is my view that companies put utmost value in their in-house lawyers as agents of change to shape the organisation because: 

In-house counsels have interests that better align with the company’s vision objectives and opportunities for growth. Due to their integration in the company, their resulting understanding of the business grows and accumulates over time.  Thus, with their overview and insights to the commercial aspects of a business, they aim to protect and guide the company in the right direction – while driving efficiencies and propelling the business towards opportunities that will keep it competitive and ahead of the fast-changing markets. 

In-house counsels are key strategists in business as they understand their company’s risk tolerance in the face of change. Because in-house counsel better understands the company’s business goals and legal needs, they are also in a better position to assess and manage business and compliance risks associated with change.  Hence, to strike a balance between business grown and risk aversion, we have increasingly observed many in-house lawyers sitting on the Board and/or contributing to planning, deliberations and considerations of the company for its key strategic decisions and investments.   

In order to keep up with a constantly evolving landscape of regulation, globalisation and technology, in-house lawyers are trained to adapt to change and innovation. 

Due to the influx of significant changes in the business, legal and regulatory fields in-house lawyers have been contending with the change in regulations, increase demands in business modernisation and new innovations in technology.  So much so that to respond to the evolving needs of the job, in-house lawyers have embodied the value of adaptability, flexibility and resilience in their work while staying abreast with the constant evolution of the law. 

As we live in a fast-paced world today, what skills will a corporate legal team need to succeed in the modern in-house industry? 

With the more proactive (previously “reactive”) stance taken by the Corporate Legal Department in meeting the increased demand of the company for its involvement in every aspect and at every stage of the business, I believe that among the many skills, the following will prove to be the most valuable to every and all in-house lawyers, individually or as team, to succeed in the modern in-house industry: 

Business acumen to balance high-stake responsibilities. Because of the more evolved conception that in-house lawyers are “business partners” or “proactive counsellors” in the fulfilment of the long- term goals of the business, an effective in-house legal team needs to keep a laser-like focus on the complex company issues and understand and manage various business situations that have the highest impact to the business.  As in-house lawyers are increasingly involved in the development of business strategies and policies, imbibing a passion for law is no longer enough.  One must retain his thought faculty to match this with the same excitement and passion for business. 

Willingness and flexibility to understand and practice a wide breadth of legal specialisations – and keeping yourself abreast with changes. For large companies such as ours, in-house counsels should be equipped with wide breath of knowledge and high-quality experience across several practice areas, including corporate, contracts, transactions and employment, and at least reasonable experience with general compliance issues, intellectual property, insurance, litigation and dispute resolution.  In addition to learning the ropes of these many areas, in-house legal professionals need to stay abreast to changes, always evaluation how those changes are going to affect existing processes and procedures of the business. 

Technology proficiency or openness to technological innovation in the workplace, as technology is an important part of efficiency and productivity, the corporate legal department should show commitment to the use of technology in its day-to-day functions.  Adoption of technology can help in-house counsel to automate routine tasks and free up time for more strategic work, manage legal matters more efficiently and improve communication with other departments. 

Lastly, risk management skills instead risk aversion. Traditionally, in-house lawyers have been viewed as “inhibitors of business growth” or as “legal guard dogs”. This is significantly due to the tendency of counsels to reject or resist a business opportunity to avoid risks.  However, as a strategic advisor, the crucial role of the corporate legal team is to consider the underlying commercial realities of a business decision and come up with solutions to mitigate risk rather than erect roadblocks.  Thus, risk management skills are essential for lawyers to provide actionable advice that enables the business to take calculated risks while safeguarding the interest of the company.