On the topic of corporate law, we talk to Ludo Mees, General Counsel and Corporate Secretary of AMG Advanced Metallurgical Group NV (AMG), a global critical materials company at the forefront of CO2 reduction trends, about the necessity of good teamwork and the need to develop and maintain effective corporate governance conditions and legal operating structures for AMG’s businesses.
What are the corporate law matters that you are mostly involved with on a daily basis?
As AMG is a Dutch holding company established and registered in the Netherlands and listed at Euronext Amsterdam, corporate governance is a key area of responsibility, including dealing with a diverse highly reputable Management Board and Supervisory Board, investor organizations and (activist) shareholders and a continuing stream of new regulations on insider laws, governance and listing matters to name a few.
What would you say makes corporate law a fascinating legal segment, and why is Amsterdam an appealing corporate hub?
Corporate law defines the playing field and rules of engagement for the corporate actors and stakeholders of AMG, and sets legal boundaries for corporate restructuring, M&A and financing alternatives. It is fascinating to play a key role in the continuing interaction between AMG’s corporate actors and in being able to contribute to solutions, which work and serve the interests of the Company. Amsterdam is a popular hub for international companies because of its flexible governance climate and Holland’s attractive corporate tax regime.
With over 25 years’ experience, how would you say the corporate legal sector has developed overtime?
For in-house corporate legal counsels like me, the past 25 years have seen a dramatic change from a rather passive legal adviser towards a pro-active partner for management teams and boards in shaping effective governance systems and flexible legal operating structures, allowing the various business units to act quickly and decisively. We work in close partnerships with various top tier outside law firms, securing the best up to date legal advice and service.
Time is of the essence; when you used to have a few days or a week to respond or find a solution, today that is down to 24 hours max. Good teamwork is a must have in an environment driven by continuing pressure on costs and the need to do more with less.
Are there any developments you wish to see, and why?
Any new developments I would encourage are increasing the use of virtual legal teams comprising a variety of skills and experience from different sources and locations (in-house, outside counsel, consultants). Technology (incl. affordable meeting tools) and confidentiality challenges can be managed as long as you have the appropriate level of trust among the participants.
As General Counsel, you are responsible for the design, development and global deployment of AMG’s ethics; how do you ensure you do this to the best of your ability, and what are the biggest challenges when doing so?
At AMG I work in tandem with the Chief Compliance Officer in creating and maintaining AMG’s corporate ethics programs. The focus areas of compliance are very much driven by the nature of the industry the Company is operating in (specialty metals and materials, mining, engineering). Ethics programs have been developed based on risk assessments of the business units resulting in dedicated programs. The AMG Values and Code of Business Conduct are important tools for management to drive home to AMG’s global workforce the importance of AMG’s ethics in doing business. Clearly, remaining up to date with the many regulatory changes in a variety of jurisdictions is a major challenge.
What would you claim is the most important aspect to consider when dealing with a client and case?
These days more than ever, ‘being ahead of the curve’, should be the main driver for lawyers in serving their clients Every (in-house) client or case may be different, but the ground rule for a corporate lawyer remains the same, which is to anticipate and present risks and solutions early on to your client enabling him to use this in his thought process so you can be truly effective.