You are about to enter The Matrix. Palwinder Hare is The One. Well, he’s The One for the UK, but not for EMEA. He’s also The One for CGISS but not BCS, GTSS, IESS, PCS or SPS. Yes, the corporate structure at Motorola is every bit as confusing as the techno mumbo-jumbo spouted in the Keanu Reeves movie trilogy. But who is Palwinder Hare? And what is The Matrix?
A recap of Hare’s CV reveals the full story. He qualified in the corporate team at the former Wilde Sapte before moving in-house at GEC Alstom. After four years, Hare joined BTR (now Invensys), where he spent three years before joining Motorola as senior counsel in 1999.
He has been at Motorola for four years and is now legal director and company secretary for the UK. But even Hare admits that The Matrix that is Motorola’s corporate structure is confusing for the uninitiated. So let the explanation commence.
“We matrix businesses and geography,” begins Hare. At a global level, there are three legal teams: a transactions team, labour lawyers and an antitrust group.
Then there are legal teams supporting each of the six business units. These are: broadband communication sector; commercial, government and industrial solutions sector; global telecom solutions sector; integrated electronic systems sector; personal communications sector; and semiconductor products sector.
“We looked at how we could focus more on supporting the businesses, be closer to the businesses and understanding the nuts and bolts of the businesses,” says Hare. Having a legal team that supported each distinct business area seemed to be the best way to do this.
“Our business is conducted globally and then regionally,” he continues. In addition to all the business teams, there are legal teams for each region – the US, Europe, Middle East and Africa (EMEA), Asia-Pacific and Latin America. There are also legal directors for each jurisdiction.
“In Europe we tend to matrix with the US as much as we can. I have responsibility for procedures so I interface with the US team directly for that work. I also look after the UK activity. I’m company secretary for the UK and I have a corporate responsibility for that,” says Hare.
When Hare joined Motorola, he supported the infrastructure business. Then when Motorola and GEI merged, a new unit was launched called broadband communications sector (BCS). Hare took responsibility for supporting BCS in Europe.
About 18 months ago Scott Offer, the legal director of EMEA, moved to the US and asked Hare to support the commercial, government and industrial solutions sector (CGISS). That meant shuffling responsibilities and Hare has taken over full responsibility for law and contracts for the CGISS EMEA team.
On a day-to-day basis, Hare manages a team of three lawyers and seven contract managers for the CGISS team in EMEA. CGISS aims to provide communications systems for government organisations or industrial organisations. In government, the team focuses on emergency services. Most of the work is project-orientated.
In defence of ‘The Matrix’, Hare says: “The strength of it is that we get into all parts of the business. You get a very strong link to the businesses and you get a strong link to geography.
“The businesses are fairly distinct,” he adds. “The culture in personal communications sector (PCS) is different to the culture in CGISS and you start understanding those cultures.”
When it comes to compliance, each individual country legal director has responsibility for their own jurisdiction, but the global nature of the business requires flexible lawyers.
“You’ll find that across Motorola, the focus tends to be pan-European or covering the region. Most of our lawyers don’t just do UK domestic work. None of them do, in fact,” says Hare.
Motorola has 15 lawyers in EMEA, while globally there are more than 100 lawyers. “This includes patent lawyers to protect our technology, and a licensing group, which is exploiting our technology,” says Hare.
With just 15 lawyers across the region, Hare has to use outside counsel regularly. He uses lawyers in most jurisdictions. In France it’s Lovells, in Germany, White & Case Feddersen. In Sweden, Motorola has a relationship with Vinge, while in Italy, Hare has used a number of small firms that have helped Motorola establish a presence in the country.
“But we don’t treat any firm as exclusive suppliers,” he says.
Hare will also seek outside counsel when he needs specialist support. Most employment and property work is outsourced. When it comes to heavyweight commercial negotiations, project finance and other transactions, Hare will call a law firm.
He doesn’t have an official panel. In the UK, Hammonds is the go-to firm for employment. For transactions, Hare turns to Ashurst, CMS Cameron McKenna, Olswang or Osborne Clarke. Freshfields Bruckhaus Deringer is used for project finance. Ashurst and Camerons are also Motorola’s main corporate advisers in the UK. The other business units will also use this list of firms.
“We’ve tended to look at the project and who would be best placed for it, and sometimes I just invite them to bid. I ask them to make a proposal of how they would support it, how they would budget for it, what sort of team we would have. Based on that, we would take a view,” says Hare.
Before joining CGISS, Hare worked on the restructuring of Dutch cable operator UPC. Motorola was an investor in UPC and a supplier to the company. When UPC underwent its restructuring, Motorola turned to Lovells for insolvency and restructuring advice. Motorola had a very close relationship with French firm Siméon & Associes and when it merged with Lovells, Motorola looked at expanding the relationship. The presence of a Dutch partner in London was helpful for the UPC deal but since then the relationship hasn’t developed much beyond France.
The CGISS team chose to work alone on one of its most important projects, the implementation of nationwide communications systems for Airwave, a subsidiary of MMO2. Motorola is involved with various consortia bidding for PPP and PFI deals across Europe and often a law firm will be chosen to represent the consortium. Motorola, though, has often chosen Freshfields to advise on these projects in the UK and Allen & Overy has received instructions on many of these projects across Europe.
Despite being a regional team focused on EMEA, Motorola is a US-listed company, meaning each country’s legal director has to juggle compliance issues into The Matrix. The Sarbanes-Oxley Act 2002 has had an impact on everyone at Motorola.
“There’s a focus on compliance and a focus on business needs. Sarbanes-Oxley brings in a lot of compliance processes and responsibilities, and we have to accommodate those as part of our daily routine,” says Hare.
In addition to the vagaries of The Matrix, Motorola has had to cope with the vagaries of the market. In the four years since Hare joined Motorola, the telecommunications industry has endured a terrible time, but Hare prefers to look on the bright side.
“It’s been pretty exciting. I joined when you couldn’t do anything wrong. There were huge amounts of growth. The 3G auctions were going on and we were looking at complex structures for supporting 3G. Then the brakes were put on. It was like waking up and having to make sure you didn’t go through the windscreen. But the workload keeps changing. It’s a constant evolution,” he concludes.
|Motorola Milestones 1928-2003|
1928: Founding of company
Paul Galvin and his brother Joseph Galvin purchase a battery eliminator business in Chicago and incorporate Galvin Manufacturing Corporation.
1930: First Motorola car radio
1936: Police cruiser radio
1937: The company enters the home radio business
1940: Two-way radio developed for the army
1941: First commercial FM two-way radio
1943: First public stock offering
1947: Galvin Manufacturing Corporation becomes Motorola Inc
1955: First Motorola pager
1967: International Growth
1969: Moon landing communications
1971: First car radio on the Moon
1983: First Motorola mobile system
1992: Software centres
2000: General Instrument merger
2002: First Motorola 3G nationwide network
UK head of legal
|Turnover||$27bn (£14.62bn) worldwide, $3bn (£1.62bn) UK|
|Employees||90,000 worldwide, 4,000 UK|
|Legal capability||100+ worldwide|
|UK head of legal||Palwinder Hare|
|Reporting to||Scott Offer, legal director of Europe, Middle East and Africa (EMEA) and Kathy Bryan, legal director of commercial, government and industrial solutions sector (CGISS)|
|Main law firms||Ashurst, CMS Cameron McKenna, Freshfields Bruckhaus Deringer, Olswang and Osborne Clarke|