Agbar: A tower built on water

Miquel Griñó Tomás, head of legal at Agbar, explains that there is more to his globally expanding business than simply Aguas de Barcelona. 

En este artículo, Miguel Griñó Tomás, Director del Departamento jurídico de Agbar, expone la magnitud de lo que supone trabajar para una empresa como la suya. El mismo afirma trabajar con abogados externos, seleccionando los despachos en función de la complejidad y el tipo de transacción. Cada sección de Agbar dispone de su departamento jurídico independiente, coordinados entre sí por un director y por el departamento jurídico corporativo. Miguel Griñó participa también en algunos consejos de dirección del Grupo. Concluye subrayando que debido a la expansión del Grupo se prevé mayor volumen en la función jurídica.

Miquel Griñó Tomás is proud of the new Agbar Tower. The peculiar structure dominates the Barcelona skyline and has quickly come to be considered a new symbol of the city’s home grown global businesses.

Much like the similarly-shaped Swiss Re building in London that is known simply as “the Gherkin”, the Agbar Tower also inspires plenty of conversation. “Everybody has their theory of what the building looks like,” he says. Like a good lawyer, Miquel judiciously declines to reveal his own thoughts on the subject.

 A litigator at heart, Miquel deputised as a judge before taking a position in the legal department of Agbar ten years ago. “A lawyer has to know how a clause they are negotiating will be viewed by the parties if there is a breach; if not the advice may not be appropriate,” he says.

 As head of the group’s Corporate Operations legal team, he has a challenging role that differs greatly from his earlier legal career. Founded over 140 years ago, the Agbar Group has grown into a massive holding made up of more than 250 companies operating within water, health, inspection and certification, development and transport, among others.

It employs a workforce of over 30,000 and generates operating revenues of over €3bn with a presence on five continents rendering services to more than 37 million people. It is expanding aggressively. “The work of my team is becoming increasingly international in scope,” he says.

The responsibility for certain corporate M&A as well as any business divestments falls to him. Although Agbar’s individual businesses will often handle their own acquisitions internally, he will work with external lawyers depending on the nature and complexity of a transaction, choosing from a list of firms on a case-by-case basis. “This works well for us and we do not foresee changing it,” he says.

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 Earlier this year, for example, Agbar called on Antoni Valverde Roy, Barcelona based partner of Freshfields when the group acquired Bristol Water, the listed UK water holding company, for over GBP 168.69m. More recently Agbar used Cuatrecasas when Applus Servicios Tecnologicos, S.L (Applus+), its certification and quality control subsidiary, bought K1 Katsastajat Oy, a vehicle inspections operator in Finland.

The certification business, based around Applus+, a joint venture now with Union Fenosa and Cajamadrid, has been a major growth area of late. Miquel helped get the business off the ground, advising on the integration of the certification businesses of Agbar and Union Fenosa. In addition, he has also advised, among others, on the divestment of their interests in CESPA, one of the largest waste and environmental businesses.

M&A however is just one of a long list of responsibilities for Tomás. With a legal team of just three – including himself – he must balance a whole host of responsibilities and roles, from general administration to contractual matters to litigation.

 Each of Agbar’s business units has their distinct legal team reporting to the director of each group as well as to the corporate legal department. Miquel handles contractual relations with suppliers and providers as well as managing the conflicts that inevitably arise. He is closely involved in a number of Agbar’s companies, participating on some boards. He also advises on major financial operations including debt raising in the euro market, syndicated loans and derivatives. There is also a team of lawyers assisting the company secretary. Employment law issues are handled by the Human Resources team.

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It is a complex web in which Miquel, who must report on all these activities to the Agbar general counsel, operates. “This is primarily a business led by engineers and not lawyers, but the awareness of legal risks is increasing every day. It is an important achievement that the work of the legal team is viewed as an important part of the business and not merely as a cost,” he says.

 Working within a sprawling multinational is a far cry from where Miquel first started his legal career. After graduating with a law degree from the University of Barcelona, he spent time with small law firms before serving as an interim judge in Santa Coloma de Gramenet in 1996. Soon after he was hired by Agbar, then Aguas de Barcelona. He has now been with the company for over ten years, firstly with the water business handling small litigation and over six years in corporate legal team.

Though he must wear many hats at Agbar, the fact that the company has more than 2 million customers means that he still gets plenty of opportunity to develop his knowledge in different areas of law. However it is litigation which remains the former judge’s first passion. “I think I only ever put one person in prison,” he says.

Indeed, he says that litigation takes up an important part of the time for both himself and his two assistants. “We are a small team of three, including myself, which means we have a large number of open files at any one time.” They work pretty much independently of each other, meeting just once a week. To reduce the workload, the policy of Agbar is to send small claims to be handled by external lawyers. That does not mean, however, that such work is not a priority. “Nonpayment of water bills harms all consumers, so we need to show that we will prosecute anybody who hasn’t paid ,” he explains.

 Like many Spanish businesses, Agbar is currently resolving many claims that arose from the Argentinean crisis earlier this decade. He acknowledges that the majority of Argentinean customers continued to pay their bills throughout the economic crisis. “Paying their water bills was somehow seen by consumers as a priority over other areas,” he says.

 Even so, like many Spanish businesses the company has been drawn into a number of high profile arbitrations against the Argentinean state – with ICSID in Washington – as well as other disputes.“It is a great learning experience,”he says.

 While working with the Freshfields Latin American arbitration team, led by Paris partner Nigel Blackaby, he also instructs local Argentinean law firms. “The ICSID cases are raising a number of issues, on a daily basis, which the court has not handled before,” he says.

 It is an area which Miquel, who is a member of the Club Espanol de Arbitraje (CEA), clearly finds fascinating. “Initiatives like the CEA are very important but we have to realise that we are at the first stage,” he says. “You need to win over judges who may see arbitration as competition, and change the culture of Spanish businessmen which is contrary to arbitration.” Indeed, he is currently preparing a course on international arbitration at the ESADE Business School in Barcelona. He is also in the midst of a PhD course at the University of Barcelona on International Law.

In his opinion, Spain’s new arbitration law is good and positions Spain well as a venue for European disputes with Latin America. “When disputes arise between Latin American and European parties, it seems almost unnatural to take them to Paris,” he says. “This is a great improvement on the past arbitration laws that were seen to be of poor quality.” Nonetheless, he admits that Agbar’s past experience with arbitrations has not always been positive, which led the company to prohibit arbitration clauses in business contracts. “We typically prefer to litigate in courts, as long as there are not too many big cases,” he says.

In the undulating world of international law, Miquel is a consummate student that always tries to have his own understanding of the issues in which the company is involved. In preparation for a major US litigation, he explains that he is now reading Schopf & Weiss´s “Litigation Risks and Opportunities in the United States” to give him a drive-by introduction to the US way of litigating.

 As Agbar continues to expand its footprint around the world, the legal work that comes along with it will grow as well. The extra reading will surely be very worthwhile.

Curriculum Vitae

Agbar: A tower built on water

Garcia-Sicilia

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