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 or crisis are “perfect moments” to test the strengths and drive of your legal and compliance organisations. During those moments, you determine to what extent you can mobilise, focus, and empower the members of the organisation to deliver under high pressure and stress.

Those periods command direct and candid conversation, sharing insight on the spot, while always applying a certain filter to convey a clear and compelling message. Do not let yourself be driven by emotion or be reactive. As a leader, you should not appear unfocused, and you may want to keep your doubts to yourself.   

Additionally, trusting the judgment of your team members is essential, and this is built on close partnership and constant exchange. This ensures that at all times, we keep in mind what is critical for the organisation at that exact moment. Finally, it is important to be very thorough and reflective after as to determine how best to tackle the next challenge.

Can you discuss a particularly challenging dispute or M&A scenario you encountered and the innovative strategies you implemented to address it? 

I previously faced a particular challenge during the acquisition of a group of companies. During the due diligence process, we identified a specific regulatory challenge that could pose a significant liability risk for the acquirer. Not addressing the issue upfront, particularly the asbestos-related concerns, would have been a killer for such a transaction. It was impossible to have any recourse against the liability if left unaddressed. 

Between signing and closing, we decided to substantially redesign the transaction in order to mitigate the risk. The deal perimeter and structure were adjusted to include an asset purchase agreement for certain affected assets and a share purchase agreement for the remainder. This allowed us to complete not just one transaction, but rather two distinct transactions. As a result, we substantially reduced the identified risk by excluding the problematic assets from the transactions. 

This structure allowed us to close the transaction on time. While the transaction was significantly more complex and the integration not as straightforward, it made the deal possible.