The challenges of digitisation and the interaction between corporate counsel and private practitioners

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The challenges of digitisation and the interaction between corporate counsel and private practitioners: expectations, communication and business solution

Report on a session of the International Commerce and Distribution Committee at the IBA Digital Operations Conference in Hamburg

Thursday, 14 November 2019

Session Co-Chairs

Derya Durlu Gürzumar  Istanbul Bar Association, Istanbul; Vice-Chair, IBA Alternative and New Law Business Structures Committee

Barton Selden  Taulia Inc, San Francisco, California; Committee Liaison Officer, IBA Corporate Counsel Forum

Carlos Valls Augusta  Abogados, Barcelona; Co-Chair, IBA Professional Ethics Committee

Speaker

Timo Matthias Spitzer  Head of Legal CIB Germany, Austria and Switzerland, Banco Santander SA, Frankfurt

Roundtable Facilitators

Maria-Luisa Fendel  Head of Legal Operations Germany, Airbus Operations GmbH, Hamburg

Abhijit Mukhopadhyay  President (Legal) & General Counsel (Europe) Hinduja Group, London

Juan Ilich Pérez García  Legal & Compliance Head, Samsung SDS/ SI Logistics, Mexico City

The opening session of the conference began with a speech by Timo Matthias Spitzer, Head of Legal Corporate & Investment Banking for Germany, Austria and Switzerland for Banco Santander. He presented a very interesting and challenging thesis on successful leadership in a highly regulated and technology-reliant corporate environment.

His observation was that there is an apparent decline of human leadership in corporations because of several factors, including: (1) focus on maximising shareholder value; (2) variable remuneration systems, which often lead to setting unachievable goals and creating incentives to cheat, in turn leading to a toxic work environment; (3) excessive supervision creating less individual responsibility; and (4) an irresponsible reliance on technology.

Spitzer admitted that there was no ‘quick fix’ to the problems described, but that the Chief Executive Officer (CEO) and the General Counsel (GC) played a crucial role in finding practical solutions. He explained that in his view the CEO needed to set the right tone – ‘tone from the top’ – and in particular to support the role of the GC as the protector of the corporation, but also as a proactive business partner. He mentioned that in cases in which scandals had struck corporations hard, very often the GC was not in the boardroom while the decision was taken because the GC was perceived as a ‘nay-sayer’.

Spitzer asked how the GC could achieve a proactive business partner role and answered his own question, saying that GCs needed to ‘make the CEO look good’ but never compromise their own integrity. At the same time, the CEO needs to back the GC, for example, by giving the GC independence to opine on legal and compliance issues and to influence strategic, budget, HR and risk decisions. Spitzer further said that the GC should not only be a legal expert, but also become a trusted adviser and legal business leader.

He admitted, however, that getting too close to the CEO may sometimes become difficult, in particular if the CEO were replaced. He thus recommended that GCs should become a networker within the corporation and thereby enhance their personal reputation and trust within the company. Asked after the role of the private practitioner in such a corporate environment, Spitzer pointed out that only by understanding the role and needs of the GC would the private practitioner be able to support the GC and thereby build up trust, which is crucial for a long-term client-lawyer relationship. As Spitzer put it: ‘At the end it always comes down to trusting each other.’

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