General Counsel | MAXIS

Lorraine Fernandes
General Counsel | MAXIS
Team size: Ten
What are the key projects you have been involved in over the past twelve months?
Lorraine serves as chief legal officer of MAXIS GBN, a joint venture between AXA and MetLife, the leading global employee benefits network operating across more than 100 countries. In a role that sits at the intersection of corporate strategy, insurance regulation and cross-border transaction management, she is responsible for the full spectrum of legal affairs for a business that designs and delivers multinational benefit programmes for the world’s largest employers.
Lorraine’s most significant recent undertaking has been leading a complex, multi-jurisdictional corporate restructuring initiative to replace the central reinsurer of the MAXIS network. The project involves transitioning the network’s central reinsurance function from AXA France Vie to AXA Health Re, a structural change with profound implications for the legal, regulatory and contractual framework underpinning MAXIS’ relationships with its network members and clients worldwide.
The project demands sophisticated navigation of insurance regulation, given that the central reinsurer sits at the core of the network’s risk architecture and underwrites benefit programmes spanning multiple jurisdictions. Lorraine has overseen the design of the new legal and contractual structure, working closely with internal and external stakeholders at both MAXIS and the broader AXA and MetLife groups to ensure the transition is executed without disruption to the network’s day-to-day operations or its obligations to clients.
Beyond the structural complexity of the project itself, Lorraine has been instrumental in managing the governance dimensions of the project. This has involved coordinating board-level approvals, shareholder consents and regulatory filings across multiple jurisdictions. The scale of the project has required her to act simultaneously as legal architect, project lead and trusted adviser to the business, demonstrating an ability to distil highly technical insurance and corporate law issues into clear, commercially focused guidance for senior stakeholders and board members.
Throughout the project, Lorraine has demonstrated strategic vision to anticipate risk before it crystallises, the technical depth to engage confidently with complex regulatory questions, and the interpersonal fluency to build consensus among a diverse group of stakeholders across jurisdictions, cultures and corporate structures. Her leadership of this project stands as a compelling illustration of the value a chief legal officer delivers when legal expertise is fully integrated into the business’ strategic ambitions.
Please provide a brief description of any internal transformation/development projects within your legal team over the last twelve months.
When Lorraine took stock of the MAXIS legal team, it was a structure that had grown organically but not strategically. Her response was a restructuring of the legal team, organised around three distinct practice streams: Core, Corporate and Commercial.
The Core stream handles client and member facing legal issues. The Corporate stream handles corporate governance and other pervasive issues. The Commercial stream is focused on third party supplier contracts, internal legal topics and special projects.
The rationale for the restructure was threefold. Firstly, efficiency: by creating clear ownership within each stream, it eliminated duplication and created greater efficiency.
Secondly, business growth. As MAXIS has expanded (double digit growth year-on-year), it has increased the volume and complexity of contracts coming to the legal team and allowed us to absorb more without a significant increase in headcount.
Finally, response times – this is something where improvement is most visible to the business.
Alongside the restructuring, Lorraine has hired specialist contractors on a project-specific basis – this was a deliberate strategic choice rather than a response to capacity pressures. This hybrid model preserves the agility of a lean in-house function while ensuring that MAXIS never finds itself under-resourced on matters.
The legal team now operates with a clarity of purpose and increased efficiency. Lorraine has created a structure that scales with the business, responds with speed and delivers with expertise – positioning the legal team as a real business partner.
The role of the GC has evolved significantly into that of a strategic business partner. How do you balance commercial objectives with legal risk?
The most valuable thing I can do for MAXIS is not to hinder commercial ambition, but to help the business move faster and with greater confidence by making legal risk easily understood and to proposed mitigants.
This requires genuine judgment rather than a specific one size fits all formula. My starting point is always to understand very early on what the business is actually trying to achieve rather than just the legal question which has been posed. When one understands that, it is easier to calibrate advice accordingly. Sometimes my role is to find a legal structure that makes a deal/project possible where it might otherwise have stalled. Other times, my role is to tell the business clearly that a particular path carries risk that cannot be adequately mitigated. Most importantly, I ensure that advice is delivered early so that alternatives can considered and deals/projects do not stall.
Balancing commercial objectives with legal risk is something constantly evolving – and very much depends on the situation. In my view, the role of the chief legal officer is to enable the business to operate and fulfil commercial ambitions in a safe and legally compliant way. This is the standard to which I hold myself and my team at MAXIS.
What are the most important attributes of the modern GC and what advice would you give to those aspiring to be an in-house lawyer?
In my view, the most important role of a modern general counsel is to build legal literacy within a company so that, at every level, good legal instincts become embedded.
Beyond that, I think there are three key attributes. Firstly, honesty. Being in-house creates subtle pressures that don’t exist in private practice. As an in-house lawyer, you are embedded in the business, and there is always a temptation to find a way to say ‘yes’ when commercial pressure from the business is strong. It is so important to have the confidence to say when something cannot (or should not) be done. Moreover, to say it early and provide good reasons. Honesty builds credibility, and I believe this is the most valuable asset that an in-house lawyer can have.
Secondly, inquisitiveness. The best in-house lawyers I have worked with are genuinely interested in understanding how the business operates, what makes it profitable, what pressures it faces and the industry’s direction of travel. At MAXIS, this means understanding the mechanics of global employee benefits, the dynamics of reinsurance and the regulatory landscape across more than a hundred markets. As an in-house lawyer, you cannot give commercially useful advice on topics you do not understand.
Finally, communication. Providing legal advice that cannot be understood by someone in the business is not advice that will be used properly. The modern general counsel must be able to distil complex legal analysis into something clear and concise – often under pressure.
For those aspiring to move in-house, my advice is to go earlier than you think you should! Probably too many lawyers wait until they are fully formed in private practice before making the transition. From my experience, the sooner you are inside a business, the sooner you begin developing the commercial instincts and relationships that underpin a great in-house career. Once you are in-house, it is not only the quality of legal analysis which matters. The real measure of success is whether the business trusts you not just to know the law, but also to know what to do with it.
Beyond your legal role, is there a cause or initiative you are especially passionate about?
Lorraine serves as legal trustee for the East Grinstead Foodbank, part of the Trussell network. It is a small and dedicated organisation doing essential work for people in genuine crisis – and a governance structure that needs to be legally sound if the charity is to fulfil its obligations to the people who depend on it and the donors who fund it.
The trustee role draws on precisely the same skills I use every day at MAXIS: reading and interpreting governing documents, ensuring decisions are made within the scope of the organisation’s legal authority, managing risk in a resource-constrained environment and giving the board the confidence to act decisively when it needs to. The difference is the stakes are felt immediately and personally by the people the foodbank serves. That proximity to impact is clarifying in a way that commercial work, for all its complexity, rarely is.
What drives my commitment to this role is a conviction that legal expertise is a form of social capital — and that those of us who have spent careers developing it have a responsibility to deploy it somewhere beyond the organisations that pay us. Charities and community organisations frequently lack access to the kind of robust legal governance that is taken for granted in corporate life. A legally confident trustee board is better placed to protect the charity’s assets, navigate regulatory requirements and make strategic decisions that serve the long-term interests of its beneficiaries. That is a meaningful contribution, and it costs nothing beyond time and attention.
There is also something more personal in it. The foodbank serves people who live a short distance from where I live. The professionals who sit on charity boards are often drawn from a narrow slice of a community’s population — and that means legal skills, in particular, are frequently absent precisely where they are most needed. If my background and training can help ensure that an organisation doing vital work is governed well, that feels like exactly the right use of what I have spent a career building. It is, in the most straightforward sense, skills for good.