Role: Corporate Legal Manager
Company: Arcor Group
Arcor’s biscuits and confectionery are manufactured in plants all over Latin America and distributed worldwide.
Founded 57 years ago in Córdoba, Argentina, Arcor was originally a bakery that gradually expanded, increasing its production to sweets as well as biscuits. It is now one of the largest food companies in the country, with revenues in 2007 of US$1.5 billion.
Corporate Legal Manager Pablo Bergthal understands Arcor’s important role in the growth of Argentine industry’s interests abroad. On graduating from the University of Buenos Aires, he specialised in commercial law - mostly contract-related and M&A work. Within the legal department at Arcor, this ability to deal with corporate work is valued, he says. At the same time, the group is trying to create specialist teams concentrating on areas such as labour, international business transactions or commercial law. "The great challenge here is to balance generalist competence with the need for specialist knowledge in the industry." He cites the most important of these for Arcor’s requirements as food law and regulatory expertise.
When seeking outside counsel, he searches for experts in the relevant fields. He says: "sometimes it is a specific, short term commitment, for example, a due diligence review abroad." In contrast, internal counsel must provide a range of skills. "Communication is the most relevant - you must articulate the interface between the company and the legal work. A person must be very good at communicating with managers to let them understand what the legal world requires, and show the legal world what the real world needs," he says.
According to him, in-house lawyers are more "law executives", mixing law and business expertise. One of the most important skills is the ability to lead: "As you gain seniority, you become more focused on managerial matters. When looking to employ an in-house attorney you must know that they have the managerial capacity," he says. He values the opportunity to work on an in-house issue from beginning to end: "you really have the feeling of being involved in the business itself - you are a professional of the law and a professional of an industry too."
When maintaining good relationships with outside counsel, Bergthal says: "Partnership is the word. You have to trust outside counsel implicitly. Fortunately, we have it." Flexibility is also a key factor: "As soon as we see we don’t have a relationship that fills these criteria, we know we’ve made the wrong decision."
One of the biggest challenges of working in Argentina today is its legal system. "Our country, like many other Latin American countries, has a civil code. The main challenge is the evolution in the law. Common law is slowly becoming a reality, replacing the civil code. The challenge is how to adapt the system to this," he says. Professionals have to come to terms with sweeping changes outside the legal system too: "We are dealing with changes in many things such as the balance between family life and work and the IT boom. It is challenging to coordinate changes in law, technology and social standards," he says. "But what is truly exciting, is the potential for growth here."
Role: Corporate Legal Manager
Company: Arcor Group
Sector: Confectionery and food
Number of employees: Around 19,000
Preferred law firms: Gatica & Chasseing; Muñoz de Toro
Where were you previously employed?
My previous jobs were at Carrefour Group in Argentina (November 2001-March 2007); Accenture (January 1999 - November 2001); and Perez Companc Group (1989-1999).
How big is Arcor’s legal department?
We have around 15 people in Argentina and five in Brazil.
What percentage of your work is performed by in-house lawyers?
About 85 per cent.
What are the advantages of doing work in-house?
I would mention the classic ones: deeper knowledge of the company and the industry, full-time commitment, avoiding any threat of conflict of interests.
How is life as an in-house counsel different from that of a private practitioner?
We are what we call "law executives". It’s a mix, similar to the figure that represents yin and yang. Part of it is managerial, and the other side relates to legal matters. As the in-house lawyer grows in seniority, the managerial side becomes more and more important.
What qualities make a good in-house lawyer?
Communication skills, business sense and legal knowledge - in that order.
Is the role of the in-house lawyer changing, for example, becoming more specialised?
Definitely, for example in compliance issues. In terms of Latin America specifically, specialisation is required in the area of public affairs and labour relations.
What qualities make a good private practice lawyer?
Specialisation, flexibility and business acumen.
When will you enlist the advice of external advisers?
When the case needs a specialist (eg, in criminal or antitrust law). Or when a great amount of resources are needed for short-term periods, such as when a due diligence review is required.
Do you see yourself hiring the firm primarily, or the individual?
There is no formula. Many firms, including Latin American ones, are already organised like commercial enterprises. In those cases, you get policies, homogeneity and standardised services. However, at the end of the day, the individual is the one who swings it.
Do you have a regular external corporate firm?
Yes, we do. The firm Gatica and Chasseing was formed by former in-house lawyers of Arcor. Since 2001 they have provided legal services on their own and their law firm became one of our most relevant counsel. Muñoz de Toro law firm works for us in M&A and corporate finance matters.
When dealing outside your home jurisdictions, how do you find counsel?
Through references from other Argentine companies dealing abroad or from Argentine law firms.
What common behaviour from external advisers or their firms do you find least acceptable?
We do not accept any failure to treat us like partners. It is also unacceptable if external advisers do not act like team players.
What makes Argentina "a good place to do business"?
Its potential. In the medium and long term the idea that the world is eager (for the very first time in almost a century) for what we produce the best: food.
What is the most pressing issue facing the legal profession today?
In the first place, material changes in law (apparently our civil code is evolving to a system where judges appear to have more influence). In addition, there are pressing issues that are taking place "in the real world": globalisation, commoditisation, standardisation and viral communication. However, as is the case with any crisis, it’s also an opportunity.