Grupo Motta Internacional – GC Powerlist
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Central America Teams 2019

Consumer products

Grupo Motta Internacional

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Central America Teams 2019

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About

Can you briefly explain how the legal team is structured, highlighting key individuals and their role within the department?

Our legal team consists of three lawyers, a compliance officer and an assistant, serving a group of companies mostly in distribution and retail.

Virginia Laniado’s main focus is travel retail, or our Attenza duty free stores at airports throughout Latin America, and video game distribution in Latin America. Virginia had a very active role in the public bids for the new duty free spaces in the Tocumen airport in Panama, throughout all the stages of winning the spaces in the public bids to local law compliance with the commercial operation.

Ariadne Solis serves our luxury retail market as well as iShop, our Apple-authorised retailer in Latin America. Ariadne is very highly regarded within our group for her quick responsiveness and her practical approach to ensure legal compliance of our local retail operations throughout Latin America.

What are the most significant cases and/or transactions that your legal team has been involved with in the last two years?

Firstly, Cablevision vs. Latamel in Mexico, by which Cablevision (a Televisa group Company) obtained an injunction over the sale of Roku products, distributed by Latamel (a Motta group Company). This ruling has been ground-breaking in Mexico since Cablevision managed to obtain a copyright-related injunction at a Civil Court in Mexico, resulting in the prohibition of the importation and retail sale of a legal product. Along with Roku and the top retailers in Mexico’s in-house counsel, we participated in the legal defense strategy, with 15 amparos being filed against the Cablevision ruling, which resulted in a favorable final decision for Roku by the Collegiate Courts in Mexico.

Secondly, the public bid for duty-free spaces in the Tocumen Airport in Panama City, Panama, by which our Attenza brand and the luxury brands we have franchise agreements with, obtained 20 spaces in seven bids. These public bids involve a multi-disciplinary team, including legal, finance, tax, design, marketing and sales, united to strategise on the best offer for a particular space. The legal team added value advising on the legal framework in Panama related to duty-free, compliance with the tender and ensured the understanding of the rules to make critical decisions at the right time. The company’s success on seven out of eight bids, we participated in, is the result of a focused contribution of a very talented team, which we are very proud to be part of.

Does the team use any ‘legal tech’ products and do you find them a helpful management device?

We do not use a specific ‘legal tech’ product. Nonetheless, we use a master data program for account openings and a web-based workflow/time-keeper.

What will be the main focus for the company in the next 12 months and how does the team intend to assist with this?

The main focus for our group is profitability with sustainability. The legal team participates in a company effort for cost reduction, without neglecting legal compliance. For 2019 and 2020, we are working on an umbrella company policy for data protection and anti-money laundering processes. We currently have a very local and independent approach for both, complying as specifically required in each territory, but still working on a corporate policy that encompasses our company’s values, as a higher standard.

How did the legal team participate in the joint venture with GameStop?

The legal team participated in the due diligence process, as JVLat’s in-house counsel, as well as part of the negotiating team for the share purchase agreement and partners’ agreement. In particular, we focused on the corporate governance structure among the two shareholders, ensuring that the key decisions were taken consensually and preventing deadlock situations.

What geographical area does the team cover and what challenges has it faced when covering multiple jurisdictions in the region?

The legal team covers Latin America, Spain and Switzerland.

Latin American countries have similar laws and regulations, which is a reflection of sharing a common culture and background. When reviewing the laws on certain topic of each Latin American country you can find conceptual similitudes, however, strict compliance may vary. These differences make it harder to standardise procedures and obligations for the business. Our team strives to find a happy medium that complies with the requirements of all the jurisdictions, maintaining its commercial viability..

Focus on… BALANCING LEGAL SHARED SERVICES

The Motta International Group is a highly entrepreneurial regional group based in Panama. For more than sixty years, the Motta International Group has had activities in a variety of commercial and industry sectors, including distribution, retail, services and logistics among others. All the companies of the Motta International Group used to have their own management with different systems and procedures for accounting, finance, legal and human resource management matters. At that time, the reporting to the shareholders was not centralised, as it could be if all the companies have the same systems and procedures. Management saw an opportunity to standardise and improve costs for the companies of the group, as well as to receive consolidated information, and created a shared services unit. As part of the multidisciplinary team selected to assemble and operate the shared services unit, we had the responsibility of documenting all the tasks and work done to find opportunities for standardisation, for all the areas that could be shared within the companies in the Motta International Group. Prior to the shared services unit, all legal work across the organisation was managed primarily independently across all the group’s companies and without standardised processes. This meant, that legal work that could be attended by internal clerks or in-house lawyers was being done by external counsel, which translated into outsourced legal costs. The main change which we, as team in the legal department, had to implement was giving management and internal teams (for instance commercial or marketing) a source of in-house legal guidance which they were not familiar with, and continue to improve and tailor the legal services to each company’s needs. We did all these changes by an in-depth analysis and understanding of each company’s business, then-current practices, problems, vision and goals. We were able to gain their trust through efficient and clear guidance and support, and by maintaining a fluid dialogue with them to understand their issues and needs. Once we were able to gain their trust, we not only attended their day-to-day needs, but were able to undertake the negotiation of strategic contracts with high-stake vendors (such as Apple, Nintendo and Diageo among others). This new way of working allowed Motta to improve its legal, commercial and financial conditions while incurring in minimum external legal counsel costs. One of the highlights of our team is the ability to work through the challenges of dealing with different types of industries and activities throughout 18 jurisdictions in Latin America and Europe, across all legal areas – commercial, corporate, intellectual property, tax, criminal law, labour and employment, immigration and others. This has been particularly challenging when considering that there are many intercompany transactions and transfer pricing matters that derive from the various Motta companies, which include distribution of products between companies and intercompany loans. This was a steep learning curve, but by leveraging our professional relationships and through consultations with external counsel across the various countries, we have been able to develop company and country profiles that have helped the legal team to navigate these issues. Being now ingrained in the Motta business culture, as a legal shared services unit we welcome new challenges to constantly improve our services. With the help of a case management and time keeping web-based service, we continuously monitor and track of all our tasks. Recurring and repetitive tasks are analysed step by step, from the initial request to the obtained outcome and appropriate archive, reviewing the timing of the process as a whole and per step. These metrics help us decide on a more efficient and cost-effective way to address the task and on how to tackle the matter – whether done in-house or through outside counsel. The work of outside counsel continues to be reviewed and monitored. Our companies have long-standing relationships with outside counsel. We value these relationships for their history, trust and knowledge of the business, and for having worked with us for many years. We value their input and expertise on local legal matters that make our work easier, aiding us in making the best recommendations to mitigate risks and comply with the law. However, it is important for an in-house lawyer of a shared service unit to carefully review what questions are repetitive, or what work can be done in-house; correctly adequate the questions to the outside counsel to avoid extra work, that could be translated in additional billing; and define who is the most adequate external counsel to tend to the job, based on costs, experience and expertise. Access to information is also one of the challenges, considering we must administer a knowledge data base for many jurisdictions. Opportunities for comparative law and best practices also arise from compiling legal know how, resulting from both lived experiences and expert advice we have received. As the shared services continues to mature and evolve the legal department will do so as well with the premise of providing legal advice and support, transitioning to the role of a strategic partner, without compromising cost efficiency. Technological innovation will also play an important role in our evolution as it becomes more available and affordable.

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