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

Transfer or Social Impact Lending

• Each local bank is afforded a notional limit (the “Limit”), and local laws explicitly stipulate that local banks may assign their Limit to other banks in exchange for consideration.
• The Central Bank defines the amount that can exceed the threshold.
• The amount exceeding the Limit will not incur any penalties from the Central Bank for a period of seven years.
• After seven years, the amount will no longer be exempt from the liquidity ratio calculation.

The sale of credit-linked notes (CLNs) to financial institutional investors in the Dominican Republic

These CLNs will be issued through Citi’s international issuance platform by an entity such as “CGMHI” and will be backed by a variety of global bonds, including US Treasuries, Latin American sovereign bonds, including Dominican Republic bonds, or corporate bonds. The CLNs will: (i) be denominated in Dominican pesos (“DOP”) but settled in US dollars (“USD”); (ii) be linked synthetically to DOP through a swap structure; (iii) have matching maturity dates between the CLNs and the underlying assets; (iv) be subject to early termination triggers only in the event of specific valuation or credit events, rather than being triggered solely by low percentage thresholds; and (v) be placed on a private basis and not marketed or offered to the general public in the jurisdiction.

Structured Index-Linked Loan and Promissory Note

The transaction involves a loan with an embedded derivative component and a draft Promissory Note. It addresses the enforceability of the loan and Promissory Note under Dominican law, including breakage cost provisions, the risk of recharacterisation as a derivative, the impact of borrower insolvency, choice of law considerations and other applicable local law matters, including registration, foreign exchange, tax and regulatory requirements.

Validity and Enforceability of Citi Digital Bills under New York or English Law in the Dominican Republic – Digital Issuance Agreement

The transaction involves a loan with an embedded derivative component and a draft Promissory Note. It addresses the enforceability of the loan and Promissory Note under Dominican law, including breakage cost provisions, the risk of recharacterisation as a derivative, the impact of borrower insolvency, choice of law considerations and other applicable local law matters, including registration, foreign exchange, tax and regulatory requirements.

Validity and Enforceability of Citi Digital Bills under New York or English Law in the Dominican Republic – Endorsement Agreement

This transaction analyses the validity and enforceability of the endorsement by the seller of a digital payment obligation issued by the seller and accepted by the account debtor in electronic form, or a “Citi Digital Bill”.

General counsel often speak of the need to be strategic to reach the pinnacle of the profession. What does being strategic mean to you?

Historically, the General Counsel (GC) was viewed primarily as a legal gatekeeper – a reactive risk mitigator whose principal function was to protect the company from legal liability and say “no” to high-risk business proposals.

Today, reaching the pinnacle of the legal profession requires a fundamental paradigm shift. To be truly strategic, a General Counsel must transition from managing a cost centre to becoming a creator of enterprise value. Being strategic means acting as a co-architect of the business strategy, integrating legal expertise with deep commercial acumen to help the organisation navigate complexity, seize opportunities and achieve sustainable growth.

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

The role of in-house counsel has undergone a profound transformation over the past decade. Historically viewed as a traditional “risk mitigator” or the “department of ‘No’”, the modern in-house lawyer is now expected to be a proactive, strategic business partner.

To succeed in today’s fast-paced, highly regulated and technologically driven corporate environment, in-house counsel must possess a diverse combination of legal expertise, commercial acumen and interpersonal skills.