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Get Out There to Make That Deal Happen

An Interview with Ante Sucur, Head of Legal Affairs and Company Secretary, Mercury Processing Services International

Croatia
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Ante Sucur has been the Head of Legal Affairs and Company Secretary at Mercury Processing Services International Ltd (formerly Intesa Sanpaolo Card Ltd) since 2009. Before joining Mercury, he worked for five and a half years at Privredna Banka Zagreb d.d. (which is also part of the Intesa Sanpaolo Group).

CEELM:  As Head of Legal you obviously have a lot of plates spinning in the air at any point. What’s at the top of the priorities’ list in terms of your legal team??

ANTE: Internally speaking, to set the background, with the change in ownership of my company (we were purchased by a company ultimately owned by Advent and Bain Capital funds), we have become affiliated with the Nets Group, a much bigger European family in terms of payment processing. This also means that we no longer work purely as an inter-group processor but are now serving the open market as well. 

What we are seeing now – and this takes into account the fact that processing was always a heavily regulated industry – is that in the past few years we’ve experienced a flood of new regulations, mostly coming from the EU level. The fact is that compliance with all of them is indeed expensive, but non-compliance is even more so. Furthermore, we’re seeing more and more consolidation globally in our sector and we can expect even more complexities in terms of our compliance.

In terms of what we need to make sure that we have at the very top of our agenda, I tend to agree with Michael O’Neill, Senior Vice President and General Counsel at Lenovo, who argued that at the moment the top legal priorities for technology companies are litigation and intellectual property, but who also emphasized that company supply chain relationships need to constant supervision. To those I would also add labor law issues, since these can escalate quickly. But the biggest and constantly moving part is of course our revenue-generating activities, and, in general, contractual relationships where breaches of law can happen rather easily.

CEELM: How then do you manage these contractual relationships?

ANTE: Standardization definitely helps a great deal. The most important thing is to ensure an adequate level of involvement of lawyers in these activities. Managers often raise issues that they perceive as purely commercial and are all too often unaware that they actually involve a great deal of legal aspects. Naturally, if something goes wrong later, down the line, questions over control are raised, but if everything runs smoothly that’s rarely recognized. 

But that is the duty of the lawyers and why they need to be involved – to ensure there are no legal surprises. And that’s where the value of legal control of those selected complex relationships lies: in detecting legal risks, mitigating them if possible, and raising the awareness of management if mitigation is not possible for some reason. 

CEELM: How specifically are lawyers involved in the process in your organization?

ANTE: The standard process of contract preparation ideally starts with involving lawyers in the commercial preparation of the deal, which they can provide valuable advice on how properly to structure. The activity then continues in contract preparation itself, by detecting issues and implementing mitigating solutions when needed. There are situations where you simply can’t do that, such as when the other party doesn’t want to accept those solutions. You then need to assess the risks, and allow managers to decide whether those risks are acceptable or whether, perhaps, they represent a deal-breaker. However, this is not the case only with legal risks. There are a number of regulatory aspects that come into play and various functions need to weigh in. For example, there are tax or security considerations that need to happen, and we have dedicated teams to focus on that. 

The whole contract process is organized such that all aspects are represented in the contract preparation. If issues come up, depending on severity, the relevant function raises the issue with the board, which then makes the ultimate decision. Obviously, I speak here only about complex contracts; there are many simple contracts where we don’t need such thorough input.

CEELM: And how long does it take for all of the different functions to weigh in?

ANTE: It depends on the complexity of the deal. It can get particularly lengthy in contracts where we are service providers, since those contracts can also be subject to review by the regulators. In such instances, it can take months. Of course, procurement contracts are prepared much faster. When it comes to labor contracts, we are applying templates which our HR team simply fills in, and they only reach out to us if they need to make changes to those templates. 

The amount of standardization we apply is also a reflection of our negotiation position. On employment contracts we rarely need to make any changes – they tend to be more of a take-it-or-leave-it kind of thing. However, with our clients or big suppliers we naturally need to be more flexible. 

CEELM: How do you believe the GCs themselves need to develop to face the increasing complexity you mentioned?

ANTE: I believe that GCs, just like navigators that support the captains of ships, should help navigate business through that increased regulatory complexity. I think there are two general ways in which a GC needs to develop. The first relates to things that we all know about and try to implement: expand new capabilities, participate in trainings, purchase new software, etc. The problem is that all of these ultimately represent so-called horizontal personal development aspects – they will help you improve your capacity and help you become a better expert in your field. But I don’t think this type of horizontal development is enough. I believe this explains the need for the second way – vertical development. I believe this increased complexity requires more change in terms of adopting a new approach. 

To better explain, I think it comes down to lawyers’ psychology. We are very meticulous, organized, and sometimes overly judgmental, and we’ve trained society and our peers to not expect anything more from us than being a good expert in our field. But I believe more should be expected of us if we are to take leadership positions within our organizations. 

I think we need to work on shifting our attitudes and learn to put ourselves out there. I look at some historical figures and find it funny to see that few people realize that people like Mahatma Gandhi or Nelson Mandela were actually lawyers – and that speaks, in part, to how people perceive us. And when I say we need to learn to put ourselves out there I mean that we need to function as an integrated part of the business, and we need to start looking more towards other functions of the organization. Due to their specific profession and their role within an organization, lawyers can easily see the bigger picture, and it is a shame to waste this potential.

And it won’t be easy. Across the industry, I see business managers reluctant to involve lawyers in daily matters. There’s a perception that what they do does not involve legal in any way. And that’s the uphill battle that modern GCs need to face. We need to raise awareness that legal aspects are involved in everything and we need to proactively get out there and be present across the business to be able to shape the way things are run before situations land on our desks as problems that were “escalated to legal.”

CEELM: But how do you go about ignoring years of being a “traditional” GC and change the way you are?

ANTE: You don’t change the way you are – you simply build on top of it. The legal logic of our job stays the same, the advice we give has the same thinking behind it. You simply improve the “relationship” aspect of your work, paying more attention to interactions with your colleagues. Start showing them the multitude of ways you can help them, many of which they had no idea about. Educate them if necessary, to foster compliance culture. Show you care about other functions and their priorities. However, expect the same from them, as this approach is a two-way street. The legal opinions you give are the same, at the end of the day, but learn to incorporate new perspectives by exposing yourself to areas of the business you likely were not exposed to in the past. Once you do this you’ll find that you are happier with your job and that fewer and fewer matters get to you as problems because you were involved in those decisions from their roots  

This Article was originally published in Issue 6.3 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

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