Abertis: Advising on the move

Life as an in-house lawyer is a huge challenge but also highly rewarding, says Marta Casas, Head of the Corporate legal team at Abertis, one of Europe’s leading infrastructure managers.

Praised as one of Spain’s national champions, Abertis is among Europe’s leading motorway operators in terms of kilometres managed, and one of the continent’s most important groups in terms of return and financial capacity. The company has a workforce of almost 11,000 and 50% of its income is generated outside of Spain. Thanks to the activities it carries on in the fields of motorways, telecommunications, airports, parking and logistics parks, Abertis is present in a total of 17 countries in three continents.

Marta Casas’ career as a lawyer first began she says within the in-house legal team of a leisure company, before moving to become Head of Legal at a real estate company. It was in her next role in private practice at Landwell however, that she first began advising Abertis assisting and accompanying the company in its first investments outside of Spain.

Her work ultimately prompted the company to offer her the role of general counsel at Abertis, while not an easy decision to make, after a decade at Landwell and where she had risen to Head of M&A, she nonetheless felt it was the right decision. “What motivated me most about joining Abertis was the ability to see projects through from the beginning to the end,” she says.

Growth

“When I joined in 2001 we could have never imagined the growth that we would see,” says Mrs. Casas.

In 2000, Acesa and Aumar embarked upon an expansion programme, broadening their activities to include new areas and developing their presence in new markets in Spain, Europe and Latin America. Finally, the holding companies of these two great groups, Acesa Infraestructuras and Aurea Concesiones de Infraestructuras, merged following the acquisition of Iberpistas by Acesa. This gave rise to the birth of Abertis in April 2003, says Mrs. Casas.

Headquartered in Barcelona, Abertis’ primary markets by turnover are motorways (76%) telecoms (11%), airports (8%), car parks (4%) and logistics (1%). The company has a capitalisation of more than €14,000 million euros.

“The main challenge for the legal team throughout has been to mirror the development of the business and the very specific legal needs within each of their business sectors,” says Mrs. Casas, “To reflect the growth in size and geographic spread of the businesses.”

Structure

In 2003, and in line with the growing corporate legal needs of the expanding items, the legal function was centralised. It was a decision that Mrs. Casas believed, at the time, would better enable the management of a diversification of legal needs and which for the first time brought all the company’s lawyers under one roof.

But the rapid expansion of Abertis soon began to challenge such a structure, says Mrs. Casas. “As the company was acquiring new businesses, the structure was becoming more complex. In principle legal advice was centralised but the way of working and the individual needs of each company were changing,” she says.

Abertis’ continuing growth she says, made it necessary to reconsider a structure that would allow sustainable growth in the long term. “The fact that we already had five different sectors in 17 countries was making it harder to provide the service close to the business sectors.”

The result was the decentralisation of the legal function, creating a corporate legal department supervising major investments, transactions, compliance and all stock exchange issues. Separate business units would have their own legal teams advising on the day-to-day matters and all operational issues.

“The legal teams needed to be close to the development of their businesses, to have commercial awareness and sensitivity and to understand their very specific requirements,” says Mrs. Casas. She now directly oversees the eight lawyers´ corporate team, based in Barcelona, while a further 17 lawyers´ team is placed within the divisions throughout Spain and overseas.

“It is a very horizontal structure, with good relationships across the business and little hierarchy,” she says. “We are trying to create multidisciplinary teams when taking decisions, not only involving lawyers but also the business people responsible for specific areas.” This believes Mrs. Casas allows flexibility and, unlike in a law firm, enables teams to be involved in major projects from conception to completion.

The restructuring of the Abertis legal team has also enabled lawyers to develop very special expertise relating directly to the individual businesses, says Mrs. Casas. For example, issues around concession agreements and the relationship with public authorities is essential to motorway business.

The legal team working on the awarding and functioning of concessions is specialised therefore in public law, working on a geographical basis, developing the regional and local knowledge required. But while operating independently, questions with a common or strategic interest are referred to the corporate legal department.

External support

The nature of Abertis’ businesses can however make work planning an issue, says Mrs. Casas. “Deciding upon the best size for the department can be complicated as there are peak periods of activity as well as lower ones – like the level of traffic on a motorway, it is not the same on a holiday weekend as on a working day within the week.”

The very specific nature of certain operations, such as the demand for close relationships with the public authorities, she says means that day-to-day matters are usually retained in-house. The day-today aspects of the motorway operations, for example, are all handled in-house. “We go to external lawyers when there is a highly specialised subject and, specially, in our transactions overseas or where there is an excess of work,” says Mrs. Casas.

What she looks for in Spanish law firms is the added value they bring, says Mrs. Casas “We select the firms we work with on the basis of the added value they bring – this includes their ability to be pro-active, to get to the point and to try to identify our needs in advance.” International aspect

Within infrastructure management alone, Abertis now is running operations in 17 countries, and has made no secret of its plans for further international growth.

Abertis’s internationalisation process took a significant leap forward in 2006 with the acquisition of French motorway operator Sanef and, in January 2007, with the acquisition of a 32% in the capital of Eutelsat, Europe’s leading satellite operator.

Subsequently, the acquisition of the DCA airport group (2007), which gives Abertis a presence in a total of 30 airports in 9 countries, as well as the entry of Abertis Logistica – Abertis’s parc logistics subsidiary – in Portugal and Chile, have been key steps in the construction of a leading European infrastructure group.

In January 2008 it reached a preliminary agreement to acquire ACS’ stakes, via a consortium controlled by Abertis, in two toll road concessions in Chile, and in October 2007, through its telecommunications subsidiary Abertis Telecom, reached an agreement with BBVAand Ensafeca Holding Empersarial (formerly Auna) to acquire their share of Hispasat, the Spanish satellite operator. This agreement is subject to the authorisation of the Council of Ministers and the authorisation of the competition authorities.

Despite the clear depth of demand for international legal advice Mrs. Casas is not however short of choice, she says. “Every day more international law firms enter into the market, so we have an increasing diversity of firms to choose from. Outside of Spain we most value those that can assist us in different jurisdictions by means of their network which contributes to the understanding of different cultures.”

In Spain Mrs. Casas commonly works with Roca Junyent and Clifford Chance, both law firms assisted Abertis on the attempted Autostrade merger.

Notwithstanding the above, in foreign jurisdictions, Mrs. Casas works with other law firms such as Freshfields Bruckhaus Deringer and Baker & McKenzie.

E–recruitment

“Apart from the technical legal and language skills required, we now look for a level of business understanding and an international perspective that is essential if our lawyers are to move in different cultural contexts,” says Mrs. Casas.

She perceives however, that there has been a change in attitude among the new generation of lawyers searching for jobs. “They seem to have a clear idea of what they want but among their priorities is a work–life balance.”

Nevertheless, Abertis’ legal team needs to be available 24-hours a day. “You have to learn to give a response to important questions immediately. As an in-house lawyer you have to be prepared to answer any sort of questions, sometimes even in the corridor! Our clients prefer a quick and safe response rather than a late and long report, which is not really easy but we all do our best,” she says.

The lawyers that Mrs. Casas now is seeking to recruit usually have between five and ten years’ experience. She stresses however the importance of training and continuous professional development, but admits that she prefers a global overview of the law rather than being specialised in a particular field of the law.

“I think common sense and the ability to understand your sector, your business, and know how to get the answers to questions is the key to success as an inhouse lawyer,” she says.

With her experience, working as a lawyer in-house and in a legal law firm, Marta is confident in saying “I would recommend this job to my children. I love the business and to be able to combine my legal experience with the business adventure is ideal.”