Thought Leader: Jose Ramon Gonzalez on Corporate Law

The modern corporate world is pitted with potential legal traps. It takes a skilled and experienced legal professional to guide companies through the challenges involved, challenges which vary from country to country.

This month Lawyer Monthly looks at the issues surrounding the corporate world in North America by speaking to Jose Ramon Gonzalez, Chief Legal Officer and Corporate Secretary for QBE North America.

Jose talks about the career path that led him to boast the title of thought leader in the corporate world, and excel in his role at QBE. He also discusses the rewards and challenges surrounding the corporate affairs he and his legal team are involved in daily.

What has been your overall career trajectory and what is it in particular that keeps you going?

My career trajectory has been very interesting and the evolving nature of my role is what keeps me going. The life as an attorney in today’s corporate legal climate is challenging and in constant change. To succeed you need to be dynamic and on top of your game. The challenge is what energises and enables me to pursue my work with enthusiasm and vigour every day.

I began practicing law in 1995 as a corporate associate at the law firm of Weil, Gotshal and Manges working in the firm’s London and New York offices. After a number of years of rigorous training in highly complex global transactions, I joined the in-house team at American International Group, Inc. (AIG). Representing one of the world’s largest financial services organisations in acquisitions, joint ventures and investments for their insurance and asset management businesses was an incredible opportunity. It allowed me to apply all of the “hard” legal skills I learned at Weil in a business context, and it provided the opportunity for me to spend a considerable amount of time in Asia and Latin America, where I was able to hone my skills as a global lawyer.

All of this experience was put to practice in my next role. Torus was launched in 2008 with 20 people in Bermuda and London, and grew to over 600 employees in 13 offices worldwide. When I joined as Global General Counsel in 2011, Torus was in the mist of its expansion and needed senior leaders who could serve more than one role. Given my background, I immediately jumped into the transactional work, playing a key role in negotiating the acquisition of a Lloyd’s managing agency and Torus’ network of European offices, as well as trying to start an insurance operation in Brazil.

From Torus, I joined QBE, which presented a particularly interesting challenge. At the time, QBE was undergoing a massive transformation involving the entire company. This literally required a re-engineering of the legal function to assure we were supporting the transformation, as well as providing ongoing legal services to the company.

What corporate law matters do you deal with on a regular basis at QBE?

At QBE, over the last two years, I have focussed primarily on corporate governance and mergers and acquisitions.

Assuring that appropriate corporate governance is maintained in our North American companies continues to be one of my most important functions. As an area of increasing importance over the last decade, boards are looking to their legal team to provide them with the tools they require to effectively discharge their duties and responsibilities. As Corporate Secretary to our US companies, we regularly review our governance environment and make sure we are applying best practices. We also keep abreast of developments outside the US to give us possible indications of future developments. In the UK for instance, we have recently followed implementation of the Senior Insurance Managers Regime and possible implementation of Solvency II remuneration requirements.

M&A has been another area of focus. When I joined QBE, as part of our transformation QBE was disposing of various divisions that did not fit within our current strategy. These deals bring me back to my origins. I truly enjoy the art of the deal and negotiating the best outcome for my client. I immediately became involved in these transactions. After many months of hard work, I am happy to the say that the legal team played a successful part in the implementation of that part of our strategy.

What kind of challenges did these matters entail professionally?

The matters presented many diverse challenges. As the transformation at QBE North America proceeded, it was imperative to keep our North American Board of Directors up to date on how our initiatives were developing in order to assure they were able to exercise their oversight function. Our non-executive directors in particular relied on me to serve as a vital link between themselves and our senior executive team.

M&A work similarly presents a huge number of challenges. The logistical challenges of getting ready for sale, preparing and negotiating deal terms and executing the transaction are always great. Time was of the essence. Given the transformational process occurring at QBE North America, we needed to complete these deals quickly, efficiently and accurately so that we could begin to focus on growing our business. Our committed legal team was instrumental in achieving this corporate goal.

You work with a large team of lawyers; how do you keep all eyes on the ball from day to day?

As Chief Legal Officer, by definition my job is to keep my eye on many balls. I must identify emerging issues, prioritise rigorously, bring all relevant company stakeholders to the table, and make sure the CEO and other senior leaders are kept up to date on important matters. This is no easy task, but this is what makes my role so interesting and why I’m so fully engaged every day.

Strong relationships with your team, along with superior support staff, is also essential to staying on top of it all. At QBE, we divide our legal department into five areas: Corporate, Litigation, Regulatory, Compliance, and Business Unit Support. Despite our size, we have a strong culture of communication in our legal team. I spend the day connecting with members of our legal team, both formally and informally. Building strong relationships facilitates communication, and gives everyone in the department the confidence to raise issues, no matter how difficult. In short, it encourages a culture of collaboration at all levels, which enables me to effectively oversee a large global legal team.

What would you say are the difficulties you encounter with your team, and how do you apply thought leadership in navigating these successfully?

Living through a transformational process as thorough as the one recently completed at QBE North America was not easy. Rapid change is unsettling for people, but ongoing, open communications and team engagement is key to effectively leading through the changes. Things are much better now that we are on the other side of our transformation. However, there are always challenges on the horizon, as we now focus on consolidating our legal team, engaging our business partners, and embedding the legal function into our business processes. Keeping the legal team focused on our goal of creating a legal, regulatory and compliance function that is aligned to our corporate business goals has been the most difficult aspect of my role.

What legislative change has most impacted your work in the last decade?

For organisations operating in the US, the Dodd Frank act signed by President Obama in the wake of the 2008 financial crisis continues to strongly impact our industry. Among other things, the law established the Federal Insurance Office, adding a level of Federal oversight to an area that has been regulated historically at the state level. In addition, some of our larger competitors have been classified as ‘systemically important financial institutions’ (SIFIs) by the Federal Stability Oversight Council, an arm of the US Treasury established to monitor excessive risk in the US financial system. While not something that affects us directly, we need to keep an eye on these developments in order to understand how that may impact QBE in the future.

As a corporate attorney in a highly regulated financial services company, could you provide LM with some insight on how you ensure the satisfaction of your regulators?

When overseeing regulatory and compliance matters for a company in the highly regulated financial services industry, it is imperative that you maintain excellent relations with your regulatory stakeholders. This assures that your regulators understand your ability, as well as your commitment, to uphold the highest standards in corporate governance and regulatory compliance.

One of my biggest challenges is to make sure that my team and I are reconciling applicable corporate governance requirements in the face of increasing regulatory oversight. This involves ongoing communication with regulators, our board and other internal stakeholders.