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The technology leader's CLO on creating a new
legal function at a global level.

B U S I N E S S     T H I N K I N G

'I decided to take the challenge at Nokia because I believe you really grow and learn when you take yourself out of your comfort zone,' remarks Maria Varsellona, executive vice president (VP) and chief legal officer (CLO) of the technology company. 'It was definitely a big challenge and a risky step to take.'

The risk appears to have paid off for Varsellona who, after joining the corporation on 1 July 2013 as executive board member and general counsel (GC) of subsidiary business Nokia Solutions and Networks (NSN), was promoted to CLO of the full Nokia group in May 2014 – just ten months into her new role.

Varsellona joined at a pivotal time for the corporation, which has undergone major structural reorganisation over the past 18 months. A few days after starting her new job Nokia, in a deal worth €1.7bn, agreed to buy Siemens' 50% stake in their joint venture Nokia Siemens Networks, renaming it Nokia Solutions and Networks.

Nokia further divested its devices and services business to Microsoft in a deal worth $7.2bn. This left the company, traditionally recognised as a mobile phone manufacturer, with three lines of business: Nokia networks, HERE and Nokia Technologies. Today, Microsoft is the phone manufacturer, with all of Nokia's phones and ten years of patents. Nokia can still return to the mobile phone market, though it won't be able to compete with any possible future device until 31 December 2015.

As a result, much of Varsellona's work to date has involved establishing a new legal function across the remaining areas. 'My focus since joining Nokia in July has been on reorganising the legal and compliance function, initially within the NSN organisation, and since May 2014 across the whole of Nokia, following the acquisition of NSN and the divestment of the devices and services business to Microsoft.'

That legal department now comprises 200 lawyers, following the recent addition of the contract management team, which is currently still being integrated.

‘Each team had its own panel, so we are working on a project to explore whether it makes sense to have a single one for the three businesses.’

'Now we have a legal team with three sub-teams for the three businesses we have in our group and then a central specialist team supporting those three businesses. We are now enjoying this beautiful phase of integrating different cultures and backgrounds,' she adds.

A new legal function will require a new legal panel, which is the next thing on Varsellona's list for the new year. 'Right now we don't have a formal panel arrangement because of the fact that we are a result of the integration of various teams,' she says. 'Each team had its own panel, so we are working on a project to explore whether it makes sense to have a single one for the three businesses.'

Varsellona traditionally prefers a smaller number of trusted legal advisers, with American firms Skadden, Arps, Slate, Meagher & Flom and Shearman & Sterling having acted for the corporation in the past.

'I totally see the benefit of having a smaller number of advisers because you can establish a better partnership and work better together,' she says. 'It is much easier to work with a law firm who knows your company really well.'

Varsellona's belief in the efficacy of lawyers who understand business has been evident throughout her career, with her decision to move in-house motivated primarily by GE Oil & Gas preferring to keep the majority of legal work in-house.

'I decided to move in-house because I was very much fascinated with the approach of the GE legal department, which at the time was still a bit atypical because GE was organised in a way where the in-house legal counsel really did the legal work, instead of passing everything

to external counsel. This is now the prevailing model of all corporations, but GE was definitely one of the first companies with this particular way of doing things.'

Varsellona held that role until 2005, when she left to spend a year as senior counsel for Europe at hire car company Hertz. She returned to GE as senior counsel of commercial operations and global services, before leaving again in 2009 to take the group GC role at Sidel, a subsidiary of Tetra Laval Group. In 2011, she was promoted to the group GC role at sister company Tetra Pak.

‘The unique challenge of working at Nokia is understanding the technology. You cannot do your job well if you do not understand your industry and your technology.’

'I spent almost ten years at GE covering different roles and developing a set of skills that you don't develop if you work in a law firm, such as business acumen, leadership skills and financial understanding,' she says.

Being both executive VP and CLO of a multinational corporation is obviously a challenge. For Varsellona, who also continues to lead the legal and compliance function for Nokia Networks, one of the biggest trials of her current role is anticipating risk at a global scale.

'Regulatory risks have been an issue for companies for many years now but are becoming more and more complex, especially for global corporations like ours that operate in hundreds of jurisdictions across the world,' she says. 'Just to know all the regulations that apply to your business is an enormous task. And then you have to anticipate them and be ready for their implementation.'

She continues: 'You also need to be capable of telling your business what the right thing to do is and come to an agreement with your colleagues. I'm not saying that the board isn't aware of regulations, but somebody has to provide the full picture of the regulatory landscape and doing that isn't easy.'

For a team that needs to deal with risk on a global scale, an established mechanism working at both a local and international level is crucial to its success. Nokia's approach has been to create a matrixed organisation in which a central team of experts, largely based in Helsinki and London, support the company's lawyers who are co-located with their business colleagues in each jurisdiction.

'We have done a risk assessment to analyse the main areas of concern and then there are people looking after each risk area, either based at the headquarters or in a global location,' says Varsellona, who herself is based in Finland. 'Nowadays there is no legal issue that can be solved by a person in isolation. We need strong professionals capable of being team players at the same time.'

And yet, no matter the size and scale of a company, the key to a successful legal function for any in-house professional is always the same: knowing your business inside and out. But a technology company requires more than just understanding business models.

'The unique challenge of working at Nokia is understanding the technology. You cannot do your job well if you do not understand your industry and your technology. I have spent a lot of my free time reading and studying the topic, and it's when you take yourself out of your comfort zone that you really learn. This past year is one of the years of my life in which I have learned the most.'

At a glance: Maria Varsellona


1994 Lawyer, Greco Law Firm

1998 Lawyer, Pini Birmingham & Partners

2001 Senior counsel, global services, GE Oil & Gas

2005 Senior counsel (Europe), Hertz Europe

2006 Senior counsel, commercial operations and global services, GE Oil & Gas

2009 Group general counsel, Sidel

2011 Group general counsel, Tetra Pak

2013 Executive board member and general counsel, Nokia Solutions and Networks 2014 Executive vice president and chief legal officer, Nokia

Nokia – key facts

Size of team 200

Legal spend €20-25m

Law firms used Skadden, Arps, Slate, Meagher & Flom; Shearman & Sterling; Bird & Bird; Roschier