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?   

I have worked for Bergé y Compañía since 2006 and most of these nineteen years have developed in an environment of instability and crisis. The organisation needs to be flexible, to adapt to the changing circumstances, and the legal department, as an essential part of the company, needs such flexibility too. Thus, if in general terms there is a delicate balance in our role towards the risk appetite of a company (as regards the legal risks), in scenarios of crisis such balance needs to be more carefully addressed. Distressed situations need sometimes a shift towards a higher risk appetite and the legal department needs to be able to fulfill its duty without being a stopper. In addition, commitment is important too: if other areas of the organisation implement crisis polices, such as cost control, the legal department needs to do that as well. 

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

Bergé y Compañía is a family-owned investment company and therefore our most relevant transactions have to do with our stake in the companies in which we invest. Hence, during 2024 we managed to close a deal with regards to our subsidiary Astara (a tech enabled mobility company with a revenue over 5 bn and present in 19 countries), in which we hold 61.7% of the share capital, by which the Chilean Company Algeciras, who was a partner holding 49% on a joint venture in the European business, rolled-up its stake, thus becoming a shareholder of Astara. That roll-up transaction required a renegotiation of the shareholders agreement, to incorporate a third party to the shareholding (Mitsubishi Corporation being the other shareholder, holding 20.7% of the share capital) and to agree a new corporate governance regime.  

 How can general counsel foster a corporate culture that supports ESG principles and compliance across all levels of the organisation?

A General Counsel, especially if it holds at the same time the position of Secretary to the Board, can be crucial when providing the “tone from the top” necessary to implement any strategy which implies a change in the corporate culture and values, as it happens with the implementation of ESG or compliance. First, from the side of the legal function, because it is a cross-collateral function, with a full view of the whole organisation and therefore with a complete and deep knowledge of the business and its processes (specifically, the knowledge of the processes is key, for instance when talking about compliance). And second, because as Secretary to the Board (and of its committees) the General Counsel can play a key role in the corporate governance of the company, helping the Chairperson of the Board, and the Chairs of the committees, to set the agenda of the meetings and prepare the relevant documentation.