After 17 years at the helm of Intesa Sanpaolo’s legal and litigation department, Elisabetta Lunati, one of Italy’s most influential corporate lawyers, retired this summer. The former group general counsel has remained available for any needs of the bank and with a little emotion tells our colleague at MAG, Rosailaria Iaquinta: “I owe a lot to this group, in which I worked for 33 years”.
Officially, the identity of Intesa Sanpolo’s next general counsel has not yet been announced, although in recent months the rumor mill has been buzzing. At first, there was talk of an external talent search, but more recently, talk has centered around an internal candidate.
“In this department [editor’s note: with about 350 people] there is more than one person who could replace me. There’s a lot of talent, of which I am very proud, and the fact that everything is proceeding without any crises means that the team is well equipped to face and continue the activities “, confirms Lunati.
Your colleagues call you an institution. What would you say to your successor?
I don’t think there is a revolution to do, but to continue and improve the work we’ve done. It is the task of anyone who inherits something positive …
In all these years, besides having worked on some of the most important credit operations at the national level, including the rescue of Veneto Banca and Banca Popolare di Vicenza, you’ve worked on the establishment of the Intesa group …
Yes, I come from the Nuovo Banco Ambrosiano …
How did that come together?
In a fantastic way. It rose from the ashes of the Calvi affair of Banco Ambrosiano. Step by step, with foresight and determination, Professor Bazoli first and then together with engineer Salza we created a group that is not only the first in Italy, but one of the first in Europe. We put together skills and initiatives that are sensitive to the needs of stakeholders. Satisfying new needs, proposing new products and services, anticipating as far as possible the natural evolution of the banking profession was the main objective and I believe it must always be the objective to aim for.
How has the legal management changed in all this?
As needs changed, we periodically reviewed the organization. The number of lawyers increased, and thanks to the various corporate operations, we were able to deal with many more legal issues from within. At the beginning there was a structure to manage the counseling work and one to manage litigation.
There is greater specialization, which at first glance may seem excessive but is not. The internal or external customer, when calling on a lawyer, is not satisfied with generic information, he wants to receive quick answers, have viable solutions and possibly the best ones for him. For all this they need increasingly refined skills.
If in-house lawyers don’t precisely identify the problem, the critical issues even before it happens, it is difficult for them to get the right help from outside counsel.
Usually the specialists are external lawyers, while corporate lawyers are the generalists. What you say contradicts your last answer …
If in-house lawyers don’t precisely identify the problem, the critical issues even before it happens, it is difficult for them to get the right help from outside counsel. Both for consultancy and litigation, if there is no one from in-house who provides outside coinsel with the useful elements and the best reconstruction of the facts, no help or support is possible. Eliminating the in-house department may in the short term reduce costs, but it does not create added value for the bank and indeed produces a series of problems.
First of all, the expertise to deal with legal issues is lost. Secondly, control of the situation is lost and it will never be possible to say, for example, when it is better to integrate or change the text of a contract or suggest solutions to deal with customer complaints, or even try to settle a dispute transactively. A decade ago we had a large number of cases of a value less than ten thousand euros, the defense was more expensive than the closure of the dispute. We have reviewed them now, and we’ve found effective and useful solutions for everyone.
The outsourcing of some work has become more commonplace …
Several times in recent years law firms have proposed it to us too. I have always been perplexed because it would have meant losing skills and above all knowledge of jurisprudential evolution. I also worked in the profession, I know what it means to be a lawyer.
Let’s move on to the general counsel. What has changed over the years?
How to deal with issues and our priorities. Over the years I have devoted more and more time to the organization of work and to people. I have always paid great attention to the economic impact of legal solutions. When the problem of the Cirio and Parmalat defaults arose in the years 2002 and 2003, we had many clients with these shares in their portfolio.
Over the years I have devoted more and more time to the organization of work and to people. I have always paid great attention to the economic impact of legal solutions.
What did you decide to do?
We could have waited for customers to sue us, wait for Consob and the Bank of Italy to come and see how the problem was created and manage an extraordinary flow of litigation. We decided instead to examine the individual positions of the customers and offer them settlements, solving the problem at the root.
Banks have come under increasingly stringent regulation. How has that affected the legal department?
The real problem is that we should have been able to avoid the. I worry when I see that, in general, problems are not tackled in advance and judges and legislators are forced to find ex post solutions. If instead bad behaviorwas were promptly deal with or at least the problems quickly addressed, there would be no need for regulatory remedies and “revolutionary” decisions.
What do you specifically have in mind?
The implementation of privacy legislation and the rules on transparency.
Another phenomenon that has transformed the bank and the legal profession is digitization, what impact has it had?
It’s simplified processes in our relationship with customers. We have experts in products, methods and digital solutions. There are new contractual rules, ways of selling more direct and faster services and products. These are developments that make the relationship between customers and the bank more secure. Even in the legal field, digitization has had positive effects, reducing costs, simplifying decision-making processes, transferring useful information more quickly to solutions to common problems and more generally facilitating consultancy.
Let’s close with the future. What will become of the in-house legal profession?
We will always play a central role. Always using outside counsel isn’t a good option. It can be for a few years, you free yourself from internal costs and pay lawyers for results. The risk is that those who are in-house become a paper-shovel, or even the right papers.
I believe that the most intelligent solution is to plan where possible and invest energy and time for activities that require added value.
And technology? Some argue that it will replace lawyers …
In America there are systems that win more suits than major law firms can. Over time, it can happen. I believe that the most intelligent solution is to plan where possible and invest energy and time for activities that require added value. Basic culture is fundamental for any kind of evolution. The human brain must be able to continue to develop solutions and evolve.