Enel Green Power’s Miller: “We need project lawyers who see the project in a 360 degree view”
Edgar Miller may sound like an unusual name for someone who heads the legal function for an Italian company, Rome, Italy-based Enel Green Power (EGP). But it’s a sign that Italian companies, like business everywhere, have spread far beyond their national borders. And Miller is perfect for his role at the renewable energy division of Italy’s Enel. Born in Brazil, but raised in the U.S., he’s a polyglot who speaks Spanish and Italian fluently. In fact, when he spoke at our affiliate MAG’s LegalCommunity Week in June, his Italian was nearly unaccented. But he apologized in advance anyway.
Miller heads a legal department of 70 lawyers spread around the world. It makes sense, EGP has renewable plants in countries like Costa Rica, Spain, Greece and Chile. In Chile, EGP has partnered with the government to build the country’s largest photovoltaic (solar) plant. And it’s deals like it that keep Miller and his legal team busy. He doesn’t seem to mind; he spoke to MAG at length about how the department trains its lawyers, what he needs on his team, and how he deal with stress—it’s a four-letter word, yoga.
How did you get your job?
I was with a law firm in Florida that worked with Florida Power & Light. And one of our smaller clients was in Costa Rica. And that was one of the seed companies Enel bought when it started its international expansion, which was heavily in the renewables area. So when they bought my former client, one of my ex-clients said, “Hey, the Italians have bought EGI and they’re looking for a general counsel in Latin America.” I jumped on it right away because I was at AIG and I wanted to get back to the energy field.
Was AIG your first in-house job?
Yes, my first.
You have this affinity for energy and renewable energy companies. AIG was a giant insurance company. Do you think an in-house attorney needs to have an affinity for the company he or she is working for?
Being lawyers, we find ways to work with the most diverse set of clients imaginable when you’re in private practice. What I focus on is the work itself. And the result of the work, which you see much more an in-house counsel than as outside counsel. It’s a big plus. But I didn’t dislike AIG, but this job is much more understandable to my children.
Is your legal department—is it your own, or part of Enel’s large department?
We’re in a transition phase. We use lawyers from Enel and our own business-line lawyers. Altogether, about 70 lawyers work on renewables worldwide.
What do you look for when you hire someone? Do you think in-house lawyers should have different qualities and skills than outside private practice lawyers?
It depends on the phase of the company and the country we’re in. If you’re in a mature market, that isn’t scheduled to grow that much, that was the case in Italy until last year, the type of lawyer you needed is more litigation, administrative lawyers, to maintain the operation of existing plants. Abroad, where we’re growing, and in Italy, we’re expecting to ramp up, so we need project lawyers who see the project in a 360 degree view. I think that that is the typical vision of an outside counsel. So we try to get a mix.
You’re a global company with a global legal team. How is that working?
We move people around. Before I went in-house, the idea was that a company couldn’t provide the kind of training you’d get in a law firm. There are some elements, at the beginning of a career when that might be true. But we move people around. I have a Brazilian attorney in Rome who does a lot of project financing and procurement support globally. I have a Belgian lawyer Greek lawyer in addition to the Italian lawyers. I have a Chilean lawyer who’s the general counsel in North America. Really, the emphasis is on being able to implement the company’s business model. And our goal is in that legal culture.
What has caused this growth in Italy in renewables? Is it internal or because of what the EU wants?
It’s a couple of things. A bit of it is expectation on the basis of the draft new regulations on renewables that still have to come out. We still might be disappointed. But it looks like it’s going in a direction that might support the business. And then it’s because of this strong movement toward substituting conventional energy with renewables.
You have 70 lawyers on your matters. Do you do all the operational stuff like data analytics, law firm panels, all the stuff that’s fashionable in the U.S.?
One of the things that I’ve wanted to do is try to open a dialogue with the business side and HR about what kinds of lawyers we hire, what we need, and to adjust our team to the way the business was changing.
We’re growing so fast, we’re putting in 3, 4 gigawatts a year, we’re reaching the point where we do need to take on partners.
So, for example, when the business was small, and with ENEL being so large, we didn’t go to the banks for financing. We didn’t have any partners; these were not joint ventures. We just did it all, full equity, by ourselves. Now that we’re growing so fast, we’re putting in 3, 4 gigawatts a year, we’re reaching the point where we do need to take on partners, we do need to go to banks for project financing, not just corporate financing. So that requires a different kind of lawyer than the one we had been getting over the years. Lawyers with more financing background, other kinds of background that we didn’t need when we started out. So I’ve been working on that transition.
And compliance is a big deal when you’re global…
Compliance was in the audit function, now it’s in legal. One of my jobs is to get on the bandwagon and do legal compliance as well. And then the antibribery, anticorruption has always been an essential part. But we didn’t have a function dedicated to chasing down those issues and others. Like data protection—from the legal point of view, what are our responsibilities with respect to the redundancies and safety of our systems against malicious attacks. So we’re looking at all of that. And now we’re back into the rest of the company, so we’re working closely with the distribution networks people, a new division for electric cars.
We have a panel of lawyers. We don’t do a lot of systems to monitor how we’re being charged, it’s very decentralized.
You don’t have someone in the department who does that?
That’s what I’m trying to convince the company, that we need some nonlawyers, someone who can do spreadsheets and look at the business side. So I did get a person, a legal operations person who’s a senior lawyer to focus on operations. To get lawyers to adopt technology. Sometimes you put it out there and they don’t adopt it.
Now that we have banks coming in, they want to see a lot of the documentation in English. So that changes what we do. And having joint venture partners changes what we do.
Do you do most of your business in English, or other languages in the department?
The language we use in contracts is very flexible. Typically, we use different strategies depending on where we are and who our counterpart is. In my years in Latin America, we used local law and local language almost everywhere. Now that we have banks coming in, they want to see a lot of the documentation in English. So that changes what we do. And having joint venture partners changes what we do.
Do you have to do any internal selling of the legal function to the business side?
I think we’re past that in Green Power because the department was born right away, next to the business. We’re the type of lawyers who were in the negotiating sessions. What we do is develop projects, so a lot goes through the legal department. It’s different if we were at Procter & Gamble, or some consumer products company. I don’t need to convince the Green Power people, it’s the holding company people, as a staff function. And a lot of our time gets allocated to the capex [capital expenses] part of the project. So we’re a part of the business that creates value. And the company, the fact that they don’t complain that our time is put in capex means that they accept, that they don’t complain. In other words, they’re paying, and they know.
Ok, in one sentence, the difference between working for Americans and working for Italians.
I’ve loved it. I have an explosive personality, so when I get irritated, I get vocal about it.
You fit right in.
Exactly. I feel very comfortable. Things that I’ve said in an American company that might have gotten me fired, here they’re convinced that it shows that I’m passionate about my work. It’s an asset, not a liability.
One last question. Is there any one issue that worries you about companies, being an in-house lawyer, and the work that you have to do? One big thing.
I’m now 55 so I’ve learned to disconnect, I do yoga to control things. One of the things that scares me from my AIG experience is that we might do a deal, a bang-up job on what we saw, and they might give someone else a piece of the deal that you don’t know, that subverts the allocation of risks that you did. That was a big part of AIG when I got there. People got prosecuted and went to jail because the new projects division would do a side deal. That scares me. It didn’t when I was in Latin America because I had a better view of everything that we were doing.
Now in Rome, that’s something that worries me. It’s not something that’s happened, it’s just a fear.