General counsel | Grupo ACS
José Luis Donoso
General counsel | Grupo ACS
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?
For me, the key is ensuring fluid communication, first with the company’s management, and subsequently within the legal team. In a crisis environment, some of the company’s needs or objectives may shift, and it is crucial to stay up to date to avoid contradicting the company’s interests.
It is also essential to filter the necessary information and not transfer all the pressure to the teams implementing the measures. This means that the teams must understand the company’s overall objectives and, more importantly, the role they play in achieving them. At the same time, I believe it is equally important that every employee knows when to seek guidance or how to proceed in case of doubt, which further underscores the importance of fluid communication within the company.
In short, the legal team must have a clear understanding of the company’s priorities and concerns (e.g., risk policies, third-party guarantees, core principles, etc.) so that, even under pressure, they can assist other teams in making decisions that are considered and will not be regretted in the future.
What are the main cases or transactions that you have been involved in recently?
As IRIDUM is currently undergoing a phase of clear expansion and growth, I have had the opportunity to participate in a number of projects in recent months. Additionally, I have been fortunate enough to be involved in two strategic operations that have implications not only for IRIDUM itself but also for the ACS Group as a whole.
The first of these was the renegotiation of the shareholders’ agreement of Abertis, one of ACS’s main investments. Given the importance of this operation, it was publicly disclosed in the market and through the CNMV as Other Relevant Information. The transaction involved the transfer of shares between shareholders and the establishment of a new framework for future relations. While the negotiation and final execution took several months, the positive impact of this agreement on the company has been significant.
The second operation, which is now in its final stages, pertains to the integration of the ACS Group’s civil works companies operating in the USA and Canada. This merger will result in the creation of the second-largest civil works company in the United States. In addition to the sheer volume and variety of companies involved, one of the key challenges of this operation has been that some of the companies being integrated have third-party minority shareholders, meaning that the transaction has effectively been treated as a market transaction between third parties.
What role does the legal department play in promoting and ensuring corporate social responsibility in your organization?
Fortunately, I believe the impact of the legal department within our organisation is highly relevant. The reason for this is that all members of the team are aligned in their efforts to participate in all phases of value creation for the company, from the beginning of a project, including the negotiation, signing, and development of contracts. This has required a great deal of effort, but today we provide a transversal service that gives us presence in all working groups at any stage.
At the same time, the growing awareness of companies regarding corporate social responsibility is something that has been strongly promoted within our organisation, both from management and other areas, including the legal department.
Therefore, I believe that these factors — the awareness within the legal department and our access to colleagues across the company — allow the impact of the department to be very high in these matters.
What do you see as the major legal challenges for businesses in Spain over the next five years, and how are you preparing to address them?
Certainly, the headquarters of my organisation is in Spain, making the Spanish market one of the main markets we serve. However, the organisation has traditionally had exposure to the international market. Some of the main challenges we will face in the future are global in nature and will impact both Spain and other jurisdictions.
One such challenge is the ability to retrain or learn about new businesses. As an infrastructure and construction company, we need to be prepared to transition from one business to another while maintaining our core identity. Moving from civil works to private infrastructure, from transportation to technology or energy – these are very different markets. For this reason, a company must rely on individuals who are able to retrain in different business areas. This requires an attitude that is focused on continuous learning and the constant updating of knowledge. Additionally, it’s important to know the key players in each sector so that we can call on them when needed.
Another challenge is the irruption of technology in our business. It’s important to keep an open mind and take full advantage of the innovations that technology can offer. This includes using AI-related services such as translation, contract drafting, forms, or letters. Technology also helps systematise work areas like business management, reporting, litigation, compliance, and databases. Moreover, ongoing training of lawyers and other critical personnel is essential to keep up with these changes.
Lastly, remote management of teams is becoming increasingly important. This is not just because of teleworking options but also because parts of the team may be located in different areas of the country or even in various jurisdictions around the world, working at different times. Managing these teams requires coordination and flexibility to ensure effective collaboration despite the geographical and time differences.
