General counsel | Blue Palm Advisors

Lorenza Villa
General counsel | Blue Palm Advisors
What are the key projects you have been involved in over the past twelve months?
Over the past twelve months, I have led several strategic transactions and corporate initiatives across the financial services, capital markets and investment sectors.
One of the most significant projects involved obtaining regulatory approval for the merger by absorption between ExcelCredit S.A. and Koa Compañía de Financiamiento S.A., with Koa acting as the surviving entity. I coordinated the legal workstream throughout the transaction, including corporate approvals, regulatory filings, interactions with financial authorities and the implementation of the merger. The transaction successfully consolidated the operations of both entities, creating a stronger and more efficient financial institution and supporting the group’s long-term growth strategy.
I also led the legal structuring and regulatory approval process for a $50m bond issuance program by Iris Financial Services Limited as a foreign issuer in Panama. My role included coordinating local and international counsel, managing regulatory submissions, reviewing transaction documentation and ensuring compliance with applicable securities regulations. The program was successfully authorised, providing the company with access to an additional funding source and greater flexibility to support its business objectives.
In addition, I advised on the establishment of three separate compartments for three different private equity funds, representing an aggregate investment capacity of approximately $40m. I was responsible for the legal structuring, documentation and implementation of the compartments, working closely with internal stakeholders and external advisors. These structures enabled the efficient deployment of capital and facilitated new investment opportunities across the group’s portfolio.
Another key project has been supporting the parent company’s ongoing fundraising efforts. I have played a central role in the legal workstream for an equity financing round that has secured approximately $15m to date. My responsibilities have included supporting transaction structuring, leading negotiations of investment and shareholder documentation, coordinating external counsel across multiple jurisdictions and advising management on governance and investor-related matters. This process has been instrumental in strengthening the group’s capital base and supporting its continued expansion strategy.
Through these projects, I contributed not only to the successful execution of complex transactions, but also to the achievement of broader strategic objectives, including business integration, capital raising, regulatory compliance and investment growth.
Can you describe an instance where your legal advice directly influenced business strategy or commercial objectives?
A recent example was the merger by absorption between ExcelCredit S.A. and Koa Compañía de Financiamiento S.A., with Koa as the surviving entity. My role went beyond managing the legal and regulatory workstreams. It required developing a deep understanding of the business rationale, operating model and strategic objectives behind the transaction.
This understanding allowed me to help design a merger structure and regulatory strategy that accurately reflected the commercial realities of the combined business and addressed potential regulatory concerns from the outset. By aligning legal, regulatory and business considerations, I was able to support management in navigating a complex approval process and minimising execution risk.
The successful completion of the merger enabled the consolidation of operations under a stronger financial institution, improving efficiency, strengthening the group’s market position and supporting its long-term growth strategy.
How do you manage situations where legal advice and commercial objectives conflict?
In my experience, lawyers can sometimes be overly conservative and focus primarily on risk avoidance, without fully considering the company’s commercial objectives. I believe the role of in-house counsel is not to say “no,” but to help the business achieve its goals within an appropriate legal framework.
When legal and commercial priorities appear to conflict, I start by understanding the business objective and identifying the legal risks involved. I then provide practical, business-oriented advice, clearly outlining the risks, regulatory constraints and minimum requirements that must be met. Rather than focusing on obstacles, I work with the business teams to structure solutions that comply with the law while remaining efficient and commercially viable.
The best outcome is one where legal considerations enable, rather than hinder, the achievement of the company’s strategic and commercial objectives.
What major challenges or risks should in-house legal teams be preparing for over the next twelve months?
One of the biggest challenges for in-house legal teams will be the increasing use of artificial intelligence (AI) in legal work. While AI can significantly improve efficiency and productivity, there is a risk that legal advice becomes overly standardised, relying on generic templates or outputs that fail to reflect the specific realities, risks and objectives of a business.
In-house lawyers must ensure that AI remains a tool to enhance, rather than replace, legal judgment. The value of legal advice lies not only in legal knowledge, but also in a deep understanding of the company, its industry, strategy and risk appetite. Over the next twelve months, successful legal teams will be those that leverage AI responsibly while maintaining high-quality, tailored advice that supports informed business decision-making.
General counsel | Blue Palm Advisors S.A.S.