Client view
‘ Our in-house team is intentionally small – we prefer the know-how of local lawyers ’
While Grupo FerroAtlántica instructs some of the world ’ s biggest law firms , it also uses smaller firms as they are sometimes ‘ more competitive and efficient ’, says Carla Inés Cerdán Molina
Clara Inés Cerdán Molina
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We have to choose whether to deal with legal issues in-house from beginning to end , or whether to hire an external law firm , depending on the nature of the case , its technical complexity and the time it
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may take to execute .
Carla Inés Cerdán Molina is general counsel at Grupo FerroAtlántica
In December last year , Spanish firm Grupo FerroAtlántica , a manufacturer of ferroalloy used in a wide range of industries – including automotive , electronics , healthcare products and solar panels – merged with US-based , Nasdaq-listed silicon manufacturer Globe Specialty Metals . The all-share deal created Ferroglobe PLC , a London-based company , valued at around € 2.7 million , that produces approximately 15 per cent of the world ’ s silicon metals supply .
The resulting company ’ s global manufacturing and export business means it operates in multiple jurisdictions , which presents new challenges to the company ’ s in-house legal department . Consequently , the Madrid-based legal team at FerroAtlántica , which remains the majority shareholder in the new company , is on a steep learning curve as it tackles a number of complicated issues , according to the company ’ s general counsel and secretary of the board , Carla Inés Cerdán Molina . Consequently , FerroAtlántica often needs to instruct major firms to provide advice on potential acquisitions in new jurisdictions , for example . The company invites multiple firms to tender for work and bases its selection on factors such as efficiency and competitiveness .
“ The last year and a half has been extremely interesting with the merger process and we have faced enormous challenges ,” she says . Among the issues the legal team has faced has been the cultural differences between the Spanish and the American company , as well as the coming together of two different regulatory frameworks , explains Cerdán Molina . In addition , the legal department has also faced the challenge of integrating two companies to create a new entity , which is English .
“ We have become an English company , Ferroglobe , but the majority shareholder continues to be Grupo Villar Mir , the Spanish owners of FerroAtlántica , with 57 per cent ,” Cerdán Molina says . She adds that this has led to a complete shift in terms of both compliance and legal regulation , with the company now subject to British and American jurisdictions . In addition to trading on Nasdaq , the company is subject to legislation in the 15 other jurisdictions in which it operates .
“ This means that our legal focus has changed completely ,” Cerdán Molina explains . “ We have gone from the Spanish jurisdiction where we were an absolute authority on the legal framework within which the company operates , to a situation which requires compliance in Spain , in the UK and in the US .” She adds : “ Our operations have become interjurisdictional , and the challenge is now even greater , but at the same time much more interesting .”
FerroAtlántica ’ s Spanish headquarters ’ in-house legal department comprises two lawyers . “ The department is intentionally small ,” says Cerdán Molina . “ We prefer to use the know-how of local lawyers in the jurisdiction in which a case is taking place , as a law firm in a specific jurisdiction will contribute much more than if we were to have a large legal team here in Spain attempting to cover each region .”
Cerdán Molina adds that attempting to stretch the Madrid-based legal team ’ s resources to cover global operations would risk the effectiveness of the company ’ s dayto-day operations , she explains . “ We have to choose whether to deal with legal issues inhouse from beginning to end , or whether to hire an external law firm , depending on the nature of the case , its technical complexity and the time it may take to execute ,” Cerdán Molina says . “ We need to ensure a specialised and efficient process in order to prioritise the company ’ s operations and not cause delays – if we know that a case is likely to be long and tedious , for example , we will immediately outsource it .”
Cerdán Molina says the company uses a variety of law firms of all sizes – with firms being chosen on the basis of their competence in a given field and the competitiveness of their fees . Among the firms used are Clifford Chance , Uría Menéndez , Linklaters , Freshfields , Garrigues and Baker & Mackenzie . “ But we also use smaller firms that can sometimes be more competitive and efficient , and we use Legal Trade , for example , for labour issues ,” Cerdán Molina adds . She says that , for each matter , the company approaches at least two firms and request proposals , before choosing the most competitive offer . With the company actively seeking acquisition opportunities in other countries , Cerdán Molina says it will always look to hire a firm on the ground in the country where the planned transaction will take place in order to benefit from the relevant know-how .
24 • IBERIAN LAWYER • September / October 2016 www . iberianlawyer . com