On moving from Clifford Chance to Ferrovial, where she is head of corporate law, María Segimón de Manzanos found herself in the legal team behind some of Spain’s major international transactions.
It is hardly surprising that the receptionists at Ferrovial’s Calle Príncipe de Vergara headquarters in Madrid have their own copy of Learn a new language in 7 days. For a company that was simply a Spanish construction company for almost half a century, these days hardly a week goes past without it announcing another overseas operation and in a new market.
Ferrovial now has more than 100,000 employees and a market capitalisation of over €10bn euros. It has operations across almost a dozen countries, in North America, Australia and Latin America. Around 60% of the firm’s revenue and 80% of its profits now come from outside Spain.
The past five years have also seen Ferrovial’s corporate legal department, led by María Segimón de Manzanos, expand from just herself to five lawyers. Along the way it has helped to facilitate the company’s evolution into one of the world’s leading infrastructure groups.
The new wave
Segimón’s legal career began in Clifford Chance after graduating in 1991. “When I left university I was interested in joining an international law firm, not necessarily a UK firm, but at the time it was the only one doing something in Spain.”
As lawyer number 15 at the firm’s Madrid office, she experienced at first hand Clifford Chance’s rise from almost a start-up to becoming an established feature of the legal landscape. “We used to joke at the time that the challenge for Clifford Chance was to change its name; nobody knew the firm yet or could pronounce the name properly,” she says.
On joining, the office’s lead partner, Peter Cornell – who subsequently went on to become global managing partner – sent her to London for six months to work in the firm’s banking department.
“At first it seemed very strange to work in a firm that was so specialised,” she explains. “At the time, Spanish firms were much smaller and would traditionally do anything a client asked. It made me understand for the first time what an international law firm was about, and appreciate its strategy in Spain.”
Her practice ultimately became focused on corporate and M&A, having spent a number of years in the finance department.
Segimón left Clifford Chance in 2003 to join Ferrovial, where she took up the challenge of developing the company’s central corporate function.
Ferrovial is the listed parent company, with wholly owned subsidiaries undertaking distinct business sector activities. Each has its own internal legal department with the expertise to handle the day-to-day running of that business, both sector and business-specific skills – litigation, administrative law, infrastructure and projects.
Segimón’s team comprises dedicated corporate and M&A lawyers, with one dedicated to corporate governance issues. “We do not specialise in a specific business sector, but support the activities of the parent company and channel the activities of the business units when necessary.”
Along with the other heads of legal, she reports directly to José María Pérez Tremps, Ferrovial’s Secretary and Legal Counsel. She assists him in his work for the company’s Executive Committee, particularly to approve major transactions.
“Prior to any significant transaction, a report comes from a unit’s legal department, which we look at and raise any concerns,” she explains.
Segimón seems to have already packed a career’s worth of transactions into the few years she has been with Ferrovial.
“In 2003 we had just bought Amey in the UK, so our presence then was limited to our core business area. We went on to list Cintra, buy Swissport and BAA and sell Ferrovial Inmobiliaria. The company has therefore multiplied significantly in terms of both size and volume.“
While the team’s work and responsibilities have remained the same throughout, each day the work becomes more complicated, more specialised and the remit more international, she notes. “We of course have cost and spending limitations, but the policy is to do as much of the work ourselves as we are able,” says Segimón.
“Our team can cope with many issues, including day-to-day matters and some important transactions. But we require outside support when we have simultaneous deals, as happened last year when we acquired BAA – the world’s largest airport management company – and divested Ferrovial Inmobiliaria. Capability issues may also lead me to use outside lawyers.” The team’s expertise, she insists, is therefore broad and she is keen to develop it further, but another driver towards using external firms is the increasingly cross-border dimension of the company’s transactions.
“Obviously the growth of the business has seen us manage different types of transaction, many of which are not under Spanish law and are often very specialised – where we do not always have the necessary expertise.”
With much of Ferrovial’s activity being in regulated sectors, the key asset she looks for is dedicated expertise.
“The acquisitions of BAA and Swissport, the IPO of Cintra and the sale of Ferrovial Inmobiliaria were all very different transactions. For me the basic issue that would drive me to select one law firm over another is expertise.”
Ferrovial chose to work with Freshfields’ Madrid and London offices on the BAA acquisition.
Segimón’s twelve years in private practice has given her a good understanding of the Iberian legal market, and where to go to get the best lawyer. Thereafter the issue is budget.
Ferrovial selects the most specialised firms it can on a case-by-case basis. “Our principle is not to send out anything unnecessarily but when I need to, I want the best lawyers, who may not always be located in the same firm.”
She prefers to test continually different firms, rather than rely on a set panel. “I know it is different in the US and the UK, where they externalise a lot more of their legal work, but it can be hard to manage relationships with 20 law firms.”
María believes that the domestic Spanish market is big enough to avoid conflicts, but there remains some room for further specialisation and for firms that can offer a global view. She notes however that when foreign corporates and financial institutions come to Spain they often bring with them an unbalanced view of the legal market.
“We have very many good firms in Spain, though international banks often have a very narrow list of the firms they prefer to work with.”
The role of the in-house lawyer according to Segimón has changed hugely in recent years. “In the past, inhouse counsel often joined straight from university or later on having served the State as Abogados del Estado. Now a company’s head of legal is much more likely to have come from a law firm.”
The temptation in the past, she believes, was for in-house lawyers to be remote from both the day-to-day activity of businesses and its lawyers. “Now the work and life of the in-house lawyer is more interesting and we are increasingly involved in the development of the business.” She notes that within Ferrovial many lawyers have moved into senior executive positions.
The key difference she has experienced between a law firm and life in-house is the diversity of the role.
“When moving in-house I feared having only one client and doing only one type of legal work for the rest of my career but this has proved far from the case. While my role has not changed, the company certainly has; it is now a very different business.”
She believes her current role also gives her much more control of her life. Although the hours are broadly similar to when she was in private practice, and deals can still see her working through the night, she is able to manage her time more effectively. “In a company there is more respect for a personal life, while at the end of the day lawyers in private practice are always at the call of the client.”
To date, one of her best experiences with Ferrovial was the €17.5bn acquisition of BAA – one of the largest overseas raids ever undertaken by a Spanish company. “It was a lot of fun and a fantastic experience. It was like the old days at the law firm, working on the acquisition of a publicly-listed company.”
“Working hand-in-hand with the excellent Cintra legal team – where BAA now sits – and putting together dedicated teams from the legal, finance and communications departments made me again appreciate the many amazing professionals we have here, and it all worked so well.”
People may say that in politics a lot may happen in a week, at Ferrovial there is no doubting it.