Built to last, general counsel, Colas
8 August 2011 | By Joanne Harris
Alain Clotte, general counsel at French construction outfit Colas, loves his job so much that he has stuck with the company for 30 years.
In these highly mobile times Alain Clotte is unusual. This year marks Clotte’s 30th anniversary as an in-house lawyer at French construction company Colas - and despite a few frustrations, Clotte says he remains passionate about his job.
“What I love is the law,” Clotte declares. “I’m not a business lawyer - I’m a lawyer. I do my job because I love it. The scale of the group and the scale of the problems allows me to find happiness in what I do.”
Clotte joined Colas at the tender age of 24 and has spent his entire career at the company. He has been general counsel for more than a decade, supervising the work of around 80 lawyers worldwide.
Clotte’s area of responsibility focuses on Europe and Asia. He has oversight of Colas’s operations in North America, but only gets involved in major US or Canadian issues and not everyday matters.
In France, where 60 per cent of Colas’s operations take place, Clotte has a team of five lawyers, each of whom works fairly independently on a different area of focus such as corporate law, IP, real estate, tax and competition. The legal function also works closely with the HR department on any employment issue that is disputed or goes to court.
“They know exactly how the group is working so they don’t need to be monitored in the same way as the other countries,” Clotte says. “They have, on a day-to-day basis, their own relationships with outside lawyers.”
Clotte himself takes control of significant mergers and acquisitions or big pieces of litigation. Colas is a fairly acquisitive company. Most recently it took a 50 per cent share in Mauritian company Gamma Materials.
Another crucial jurisdiction for Colas is Central and Eastern Europe (CEE). A French lawyer sits in Budapest and reports to Clotte to cover the company’s business in the region. This, says Clotte, takes up more of his time than work in France, as Colas’s CEE lawyers require more “hand-holding”.
Although much of the company’s work is handled in-house there is a loose list of external firms that Clotte and his legal team turn to for advice. In France, Clotte prefers smaller firms or individuals to big international practices. UGGC Associés acts for Colas on M&A and public procurement. Jeantet Associés is the go-to firm for competition, although Clotte says he has ”diversified” recently and added August & Debouzy as a competition adviser.
CMS Bureau Francis Lefebvre has been a longstanding adviser on tax and employment, and Clotte also instructs PRK Avocats’ Annick Perol on employment matters.
Further afield in Europe, the list of firms becomes more international. Freshfields Bruckhaus Deringer is Colas’s main firm in Austria, while Clifford Chance is top of the list in Germany, Poland and the Czech Republic. In the UK Clotte turns to Reed Smith. Independent Czech-Slovak firm PRK Partners works for Colas in Slovakia, while Kinstellar is the firm usually instructed in Hungary and Savoric & Partners advises in Croatia.
Clotte is not wedded to any of these firms. He eschews a formal panel system, saying he hates signing contracts with law firms.
“If I use them it’s because I need to,” he adds. “What I should receive is something of better quality than we could produce, or sometimes we don’t have time to produce it.”
He looks for firms that provide efficiency and value for money. The former quality is key and Clotte keeps a close eye on all communication between the company and its lawyers.
He praises the written skills of French lawyers, but says sometimes advisers in CEE fall foul of the old French proverb, “Le savoir, c’est comme la confiture; moins on en a, plus on l’étale.” Literally: “Knowledge is like jam; the less you have, the more you spread it out.”
“They write a lot to show they have the knowledge, but it’s not well-formed,” Clotte says.
His criticism is not reserved only for external advisers, but also applies to Colas employees. Clotte says many senior staff - who are predominantly trained in engineering and construction rather than business - still do not understand legal risk sufficiently.
“I want to educate them because I think it’s not possible in 2011 to be a director without understanding risk,” Clotte argues.
He believes the legal function has become much more important for Colas than it was when he first joined the company and this, Clotte asserts, is a good thing.
“Now it’s the time of the lawyers,” he concludes.