In 2024, our managing partner, José Cruz Campillo, was recognized as a leader in the M&A Private Practice Powerlist by the prestigious British ranking, The Legal 500. This recognition marks a milestone as it is the first time Dominican leaders are highlighted in this list.
To celebrate this achievement, the editors of The Legal 500 interviewed José Cruz Campillo about his outstanding professional career. Below, we share the original interview:
The Legal 500’s Private Practice M&A Powerlist: Latin America
Q&A
José Cruz Campillo, Managing partner at Ulises Cabrera. Dominican Republic
- Could you speak about some of your most memorable cases? What qualities did you bring to the table, and what did that process teach you?
Early in my career, I was involved in the acquisition of RCA Global Communications by Compañía Dominicana de Teléfonos, C. por A. (CODETEL) (currently Claro Dominicana), a pivotal M&A transaction that stands out as a landmark experience. It was my initiation into the world of significant M&A transactions, concluding in Washington, United States, with a remarkable team from both entities.
Engaging with Air Liquide, a forefront company in gas, technology, and healthcare services, presented another noteworthy endeavor. This case, along with my initial foray into M&A transactions, was profoundly instructive. It underscored a fundamental truth: the breadth of what remained to be learned was vast. In the legal profession, every case and process is a gateway to new knowledge. This experience solidified my understanding that our expertise represents just a sliver of the expansive tapestry of knowledge. Ignoring the vastness of this knowledge spectrum can compromise the success of a transaction.
In a noteworthy engagement with a tobacco company, I delved deeply into the industry’s intricacies, from the cultivation process to understanding the key industry figures, the critical role of the leaves selected for wrapping the tobacco, the meticulous blending needed to perfect the flavor profile, and the pivotal importance of the cigar bands. This experience underscored the essence of continuous learning in legal practice. It’s imperative to venture beyond traditional legal boundaries, enabling effective communication in the client’s vernacular and fostering a comprehensive understanding of the multifaceted implications for businesses during legal proceedings. This approach solidifies a lawyer’s role as a trusted advisor, well-versed in the client’s industry and operational nuances.
- What is your approach towards minimising labor and employment law issues during M&A transactions, such as employee transfers and redundancies?
Navigating employee transitions during M&A transactions involves two critical considerations within our legislative framework. Firstly, the termination of employment can carry substantial legal consequences, making the transfer of employees a more favorable strategy. Nonetheless, it’s crucial to remain vigilant about potential risks, particularly the possibility of litigation from employees over any discrepancies or unpaid dues arising from the merger process. This cautious approach ensures a smoother transition while mitigating legal exposure.
The Human Resources (HR) department is pivotal in assessing role redundancies when integrating an acquired company. Such evaluations are usually conducted at the discretion of the acquiring company. Throughout this process, HR is tasked with making critical decisions regarding which employees will be retained and which will be let go, ensuring the alignment of staffing with the strategic goals and operational needs of the newly merged entity.
When a company faces dissolution, a distinct procedure unfolds. This process entails a thorough examination of the payroll, concluding the operational activities, and executing the necessary employee terminations. Subsequently, the affected employees are formally detached from the social security system (TSS) and transitioned to the roster of the entity assuming responsibility for their employment, ensuring a structured and compliant transfer within the legal framework.
- Given the complexity of M&A processes, how important is a multidisciplinary approach for a successful practice, in your view? What are some of the other disciplines that have helped you gain useful insights and enriched your practice when it comes to M&A?
A lawyer’s journey is one of perpetual learning, embracing new knowledge and perspectives throughout their career. This commitment to education is foundational, not just in legal principles, but in understanding the nuances of those we serve. Recognizing the needs and viewpoints of our target audience, be they decision-makers, influencers, or key stakeholders, is essential for effective advocacy and counsel. This deep understanding enables us to tailor our strategies and communications to resonate more effectively with those we aim to influence or represent.
For a lawyer, being well-versed and receptive to exploring a broad spectrum of subjects is imperative. Limiting oneself to a narrow field of knowledge can impede professional advancement. The pursuit of continuous learning, encompassing areas beyond the legal domain, is crucial. This approach not only facilitates personal development but also cultivates a balanced perspective, fostering informed decision-making and the ability to judiciously navigate complex situations. Embracing a culture of ongoing education, stepping beyond familiar boundaries, is essential for a lawyer’s growth and effectiveness.
- Can you discuss any recent changes or trends in telecommunications regulations that have impacted M&A deals?
The telecommunications industry has experienced a profound transformation due to the pandemic, with a notable shift from in-person interactions to video conferencing. This adaptation has enabled teams from different geographical locations to collaborate seamlessly without the logistical constraints of travel, significantly enhancing collective efficiency and connectivity. This evolution in communication methods underscores the sector’s resilience and adaptability in maintaining operational continuity and fostering collaboration in a rapidly changing environment.
In terms of regulatory changes, there hasn’t been a direct impact on the telecommunications sector. However, the increasing reliance on digital communication has naturally led to a broader trend towards simplifying everyday life through technology. This shift has necessitated a gradual evolution in legislation to adapt to the digital era. Consequently, we’ve witnessed amendments to existing laws and codes designed to better accommodate technological advancements and validate consents obtained via digital platforms, ensuring legal processes remain robust in the face of technological integration.
- What is the impact of export free zones and duty frees on the structuring and negotiation of international M&A transactions?
The focus of Dominican Republic’s export free zones is predominantly on manufacturing and service-oriented activities. Within this framework, it is possible for a corporation, via its parent entity, to undertake the acquisition and subsequent integration of another business. In the context of the Dominican Republic, these entities often function as either subsidiaries or branches of international corporations. The impact these transactions have is significantly shaped by the strategic directives of the parent company, guiding how operations are structured and managed within export free zones.
