Marcella Romero – GC Powerlist
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Central America 2026

Materials and mining

Marcella Romero

Legal and Corporate Affairs Manager | Ternova

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Central America 2026

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Marcella Romero

Legal and Corporate Affairs Manager | Ternova

What are the most significant cases, projects, or transactions that you and your legal team have recently been involved in?

Our team has been the legal backbone of the largest logistics park project in Central America, managing land acquisition, regulatory approvals, environmental compliance, and commercial structure. Beyond project management, we structured a product for commercialisation with Walmart designed to exceed legal compliance requirements without increasing costs for the end consumer. Legal was not a constraint on the business, it was what made a higher standard commercially viable.

How do you approach managing legal aspects during periods of instability or crisis to ensure the organisation’s resilience?

The logistics park project brought two concurrent crises: a financing disruption and a supplier management breakdown with serious reputational implications. My approach rests on three principles: speed of legal assessment, treating reputational risk as inseparable from legal risk, and institutionalising lessons learned.

When the financing crisis hit, the window to act was narrow. My team immediately mapped contractual rights, obligations, and exposure across all affected parties so leadership could make decisions from a position of clarity rather than panic. We identified leverage points, restructured key agreements, and provided a legal path forward that kept the project alive. In parallel, we worked closely with leadership on how the situation was communicated to investors and partners, because in a project of this visibility, perception and reality must be managed with equal rigor.

The supplier crisis added a reputational layer that required even more careful navigation. In Central America’s relationship-driven markets, how you handle a conflict matters as much as the legal outcome. We pursued our contractual rights firmly while preserving relationships wherever possible, and we developed a communication strategy that positioned the company as a principled actor even under pressure.

Finally, we used both crises to strengthen the organisation for the future, tightening contract standards, improving due diligence protocols, and building early-warning mechanisms into our supplier and financing frameworks. The project moved forward, key relationships were preserved, and the company emerged with its reputation intact. Crisis, handled well, becomes the strongest proof of a legal team’s strategic value.

What is the greatest innovation you have enacted in the past year?

We integrated AI into our core legal workflows, contract review, document automation, and process management, enabling a lean team to operate with the output of a much larger department. The real innovation is not the technology but the mindset shift: systematising what can be systematised so my team focuses exclusively on high-value, strategic work. In a region where legal departments are chronically under-resourced, this model redefines what a small, high-performing team can achieve.

What does being strategic mean to you?

Being strategic means being present when decisions are made, not after. On the logistics park project, legal was embedded from inception — shaping how land was acquired, how commercial relationships were structured, and how we designed a product that exceeded regulatory standards without raising costs.

Strategy means understanding the business well enough to know which risks are worth taking, speaking the language of the CEO and CFO, and being accountable for outcomes — not just for advice.

But strategy also means knowing when to slow down to go faster. During the crises we faced on the logistics park, the instinct of many functions was to react immediately. The legal team’s value was in providing structured thinking precisely when everything felt urgent — identifying which decisions were truly irreversible, which risks were acceptable, and which paths forward protected both the short-term operation and the long-term reputation of the company.

Finally, being strategic means building legal infrastructure that scales with the business. Implementing

AI-driven processes in our department was not a technology decision, it was a strategic one. It freed our team to focus on the work that actually moves the business forward, rather than being consumed by administrative volume. A strategic general counsel does not just solve today’s problem. They build the capacity to handle tomorrow’s.

What are the most important attributes for a modern in-house counsel to possess?

Three attributes stand above the rest. First, genuine business fluency — legal expertise is the baseline; what differentiates great counsel is understanding how the business creates value. Second, the capacity to operate under uncertainty, our region’s political and economic volatility demands sound judgment with incomplete information and composure under pressure. Third, a commitment to reinvention, AI is transforming the profession now, and those who treat it as a threat will be left behind. The best in-house counsel are as curious about what is coming as they are confident in what they know.

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