Cross-Border M&A, US In-House Roles, and The Visibility Advantage with Lara Merjane

Welcome to Studying Law Around the World. I'm Claudio Claus. In each episode, I talk with lawyers, law students, and professors from different parts of the world to talk about legal education, careers, and what the profession looks like in real life. We talk about the hard parts, the surprises, and the decisions that shaped their paths. Whether you're planning to study abroad, thinking about working in another legal system, or just curious about how law works around the world, this podcast is for you. Thank you so much for making the time to come to the podcast today, Lara. It's my pleasure. Thank you for inviting me again. I'd love for you to start by introducing yourself and telling us a little bit more about your career. Yeah, so I started my career in Brazil. I'm originally from Brazil, and right out of law school in Brazil, I started practicing labor and employment law, mostly for businesses, but also did some employee-side litigation as well. It was pretty much everything, just litigation, negotiation, collective bargaining agreement negotiations. And then when I moved to Canada seven years later, after practicing in Brazil for seven years, I was in law school, and meanwhile, I started having some projects. Not really being employed by a company, but through an agency, I started getting some projects to work on that were for contract management, contract administration, and really liking this environment of being more in the commercial side than the litigation side of things. And I really developed some preference for the side of things, and ended up after school finding a job in NA and corporate, general corporate, continuing in the same path that I started during law school, commercial agreements, transactional work. After five years of practicing in Canada, I also passed the California Bar Exam, and one of my friends who worked at an American company here in the US was like, oh, do you want to interview for the company I'm working for? They really want someone that has pretty much your experience, like it really matches your experience. And I interviewed, and it seemed to be a very good match. I was not looking for a job at the time or anything, and it just happened. I didn't even have my license in hand at the time, and we had to wait for that to happen, but it seemed to be a very, very good fit. So now I'm practicing in the US, in Colorado, for in-house this time. Hey, I'm Tony Albrecht, here with another LinkedIn tip from Contender, the LinkedIn ghostwriting agency for lawyers. Our question today, what are mistakes you see people making all the time? I'll pick out a couple. The first one is just misunderstanding what LinkedIn is, that we tend to see LinkedIn as a sort of digital bulletin board. It's a place where we might put our resume, or a place where we announce stuff. But LinkedIn is actually a network, truly, that you are a node in the network, everybody else is a node in the network, and you are capable of tapping into the power of the world's largest professional network. To do that, you need to build relationships in that digital space, and that's tricky. That's not something they taught us in school. We got to learn how to do it on the fly. But when you're able to do that, to create connections between yourself and other people in the network, you can start to build relationships in digital space, and the better you get at doing that, the more you can attract opportunities. Another mistake I'll flag here, when we start posting, sticking too much to the facts, and aiming too much at people we might want as clients. Tell stories, focus on building relationships, the opportunities can naturally follow. It sounds like over the years, you've navigated quite a bit of complex deals across multiple jurisdictions then. So what are some of the key lessons you've learned about managing cross-border transactions? I think the really big challenges are not legal differences. They're usually the expectations of the clients or the parties with respect to a deal. It's more like cultural or risk tolerance difference, for example, in South America, I noticed that there is a lot less risk tolerance than in North America. The decision-making style can be a little bit different. It could be more like this certain background would read more into the black letter law, this other background would read into more the business side of things. But one thing that is common to all of them is that simplicity will really travel between all of these countries and become really cross-border matters. So whatever you are making things happen and working on transactions, the clarity in drafting, the defined deliverables, anything that makes the risk allocation unambiguous, that will translate into any culture and any expectation or background. That is something that would really not be local. So some of these terms should be global in a deal and some of those terms should reflect the local regulatory or the operational realities of that deal. In a few episodes before, I was talking with a professional in the mining industry and we were just talking about how the overall general commercial principles really translate and exist in 90% probably or 99% of all the legal systems in the world. So in the end, things can really look like a lot more than we might expect at a first glance. And I'm curious to know, you know, now that you have this experience of working in-house, how do you balance the business objectives of your clients with risk management when structuring deals, when negotiating contracts? Is that very personalized to who you are talking to? Or that has also to do with, you know, your style of practice as a lawyer? Yeah, I think you said it right. It's more a style of practicing. I don't see it now working in-house that it differs much from before. It's really just understanding what the business needs. And I think that's easier to understand from a big picture perspective when you're in-house and even to translate that to external counsel if it's needed. For example, in this company, we have several companies inside the same company that we work for, several different business units with different needs and different people. So different styles of management. But everything comes to the same point that is understanding what the business needs and understanding what the business needs to structure the wording, to structure the risk allocation. I think the question isn't just like, can we eliminate risk? It's more of like, how do we price this in a way that risk is allocated in a way that makes sense? And how can we mitigate it? There will be volatility in pricing. There will be volatility in risk over the years. So how can we allocate for that? How can we look back and see what risks we had with that type of vendor or with that type of industry that we can allocate in a way that we can mitigate any losses over the years? Amazing. I'm curious in your experience, if you've noticed any, you know, bigger developments or any changes. I think the legal profession gets a bad reputation for being slow to adapt or being slow to, you know, adopt new ways of doing things. But I'm curious in your experience, are there a few things that you noticed changing in the profession or in the corporate law practices specifically, especially in light of all these cross-border businesses, growth, regulatory developments? Yeah. So I don't know if this is just between 2021 and now, but like overall, over my whole experience, I think from going from that no department reputation to nowadays, we're seeing less as reviewers, gatekeepers, people who are complicating the process and more as business partners. I've really seen that change a little bit because of our behavior also, I think, but also on the business side that they see us more embedded in the system and in the deal earlier in the process or ask for our opinion and our advice before a risk actually comes to life. And because that's usually like the desperate moment when you look for a lawyer. But the legal advice has been overall something that they seek earlier in the process and that is expected to shape the deal, to structure the deal more than just coming to us after things have gone wrong. I think another shift has been in accountability. I think we are more expected now to give advice on advice that is practical, not just advice that is good on paper. The draft is going to look great, but then when you try to operationally make that happen, it's not going to work out. And one of the sides is going to have to take the whole loss because of a contract that was very well worded, but not properly revised in the operational side of things. Very interesting. Are there a few specific moments that you would remember, you know, particular challenges or opportunities that shaped your path? I've been put outside of my comfort zone so many times in this life and this professional life that it ended up being in litigation when we expected to just come up with answers right there and like kind of know how to get out of situations or know how to find answers quickly as well as in business practice when there's an emergency, when there is something that you have to deal with and you are not fully, yet fully, you have to draw from all of your previous experience how to deal with that situation. So I think that all those moments that place us in uncomfortable zones that we have to build our way through, the only way is going through them. And all of that has really shaped who I am as a lawyer today. Taking calculated bets on certain outcomes or certain advice that we think could be the best advice at the moment. Amazing. And speaking of that, then, if I may ask you, what are some of the skills or habits that have been most critical for you to your success now, especially as an in-house corporate lawyer? I don't know if I can say I am successful as an in-house counsel right now. I think I'm still learning. I think anyone that is in practice right now, even if they're 30 years into it, they're still learning. The legal risk into business language is, I think, the most important one. How will that affect the business if that legal risk will ever happen? What's the likelihood of that happening? And why does the business have to care about it? I think we have to develop this kind of judgment. It's not just the ability to say that this matters. It's just like, if you don't do this, this is what happens. Or if you do this, this is what happens with confidence. So that takes a little bit of practice. Another skill, I think it's how to prioritize things. It's something that even if you're the most experienced lawyer in the world, you're going to need to still develop. And I think another very important one is clear, concise communication in writing and in verbal communication, because you're going to be asked to speak a lot in this profession. And you need to be able to clearly and concisely and structurally provide that advice. Amazing. I appreciate that. One thing that I've noticed more and more in the podcast as I interview successful lawyers, much like yourself, is that communication matters more than credentials. What kind of advice would you give to young lawyers who are aspiring to build an international corporate career if they're thinking about going cross-border, regardless of where they start their career? You have to be technically competent. Everyone you work with, everyone you work against, everyone you talk to is so smart. You talk to these people and you're impressed. This is such a smart person. I love that about the profession. So you can't be incompetent in what you do because the level is very high. The competition out there is very high level. So that's a given. You have to be technically good. You also have to have the communication skills and the courage to communicate them. Not everyone has that courage, but visibility matters. Visibility when you're building your career will matter everywhere. Like you can be exceptionally good in communicating and in having the technical competence for that job that if the people above you don't know about it, you will not be exposed to the best opportunities. Thinking about this, these tips you just gave about compounding reputation, about how you show up, are there a few things that you would recommend young lawyers to pay special attention to when they are, for example, starting a new job or maybe going on their summer job? When you come in under someone or just like to help on a deal, you're there to make the life of other people easier, not to ask them to do your work for you. You should be extremely organized. You should not forget about your deadlines. You should not forget to give people a status update on something they ask you to do. I think doing the basics the best way possible is an advice that people are usually looking for. Doing the basics will take you a lot ahead as a junior. They're not going to have to babysit you through that. They will not have to wonder if you've done it. They will not have to keep track because they know you're handling it. That's incredible. Something interesting is that this is a profession where oftentimes people already had a profession before coming into law. There's this high expectation of lawyers who are joining the profession, even if you're joining at a young age, that things will be done, that you have the responsibility to get them done and that you will provide updates and all of that. So I really appreciate you bringing those up, Lara. Thank you so much for coming in the show. Thank you for sharing a little more about your story and for giving us these awesome updates about your career. Thank you. It's been a pleasure. Thank you so much. And thank you all for tuning into today's episode.