New England Biz Law Update
Daniel P. Olohan joined the in-house legal team at the Commerce Group in 2006, shortly before the Webster-based company was acquired by global insurance giant MAPFRE Group.
The MAPFRE logo may be familiar to people locally through its sponsorship of the Massachusetts Department of Transportation highway assistance patrol.
Olohan became general counsel at MAPFRE USA — the largest private passenger automobile insurer, homeowners’ insurer and commercial auto insurer in Massachusetts — in 2008, immediately after the acquisition.
Before going in-house, the Harvard Law graduate practiced at Nutter, McClennen & Fish in the Boston firm’s litigation department. He recently sat down with New England In-House’s Margaret Field.
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Q. Can you tell me a little about MAPFRE?
A. MAPFRE is a global insurance company based in Madrid, Spain. They are the market leader in Spain and have a presence and operate in some 45 countries worldwide. MAPFRE was in the United States prior to the acquisition of Commerce in 2008, but its presence was small. At that time, MAPFRE had — and continues to have — a very significant presence in Puerto Rico. And in 2008, MAPFRE acquired the Commerce Group in order to expand its presence in the United States, which is a strategic market for MAPFRE.
U.S. headquarters are in Webster, where we have close to 2,000 employees and are a key player in the area. It’s a great place to have our operations. We draw a great employee base with very dedicated employees.
Q. How has the company and your role in it changed over the years?
A. My role changed when I was promoted to general counsel right after the acquisition of Commerce. The post-acquisition transition was, as you could imagine, a lot of work for the legal department. There were several corporate restructurings and organizational realignments. Those were busy times. MAPFRE brings greater product and pricing sophistication, and there has been an increased focus on corporate governance under the MAPFRE system. So we’ve been very busy in legal managing this transition and bolstering the legal department.
Q. You mentioned the company is a market leader in Puerto Rico. Has the company faced any particular challenges there, given recent events?
A. The Puerto Rico operations have been greatly challenged with the hurricanes and the financial difficulties that the island is facing, and that is something the company has been working hard to address, not just from a business-results standpoint but also from an employee-welfare standpoint. Many people have suffered in Puerto Rico because of the natural calamities and the financial distress of the island.
Q. How has your work life changed since you’ve moved in-house?
A. It’s not something you realize until you’ve done both, but when you’re working at a law firm the focus is really on the matter that you’re assigned to. And so you have laser-like focus on that particular litigation matter or corporate deal. But when you’re in-house, you have to see the bigger picture and how each project fits into that bigger picture.
There is also the fact that we deal with many different matters in-house. In any given day my focus goes from an employment matter to an immigration matter, or we may be selling a company, we could be buying a company, we could be negotiating a partnership agreement. I could have a class action that I need to manage in one of the 14 states that we operate in. I have to bounce around. So you need to be nimble when you’re in-house and be able to quickly size up a matter and get a feel for what the issues are and make quick decisions.
Q. How often do you use outside counsel?
A. We do our best not to use outside counsel and prefer to rely on our in-house expertise. We do our best to control costs. We use outside counsel for matters that require expertise that we do not have in-house. For example, for a specific benefits question under ERISA, we would bring in a benefits counsel with that area of expertise
We’ll also bring in outside counsel on very significant corporate transactions such as mergers and acquisitions. We are actively involved in these matters and do not simply outsource. We really take the lead working with outside counsel.
Q. Being in-house presumably is more insulated than practicing at a law firm. How do you keep on top of issues that impact in-house counsel?
A. You’re touching upon something, which I would say is a potential drawback to in-house practice. You lose the ability that I had at my law firm to walk down the hall and bounce ideas off your colleagues, whether they’re in the tax area or the corporate area, or another litigator at the firm. We have some of that here, of course, within our department, but it’s just a smaller set of people.
How do we find out what is going on? We have different resources. We’re members of trade organizations as well as CEB Gartner, an organization that has corporate memberships, giving us access to other legal departments. We can share best practices and see if there are issues that we are facing that other in-house legal departments are dealing with.
We also get information through client advisories sent by law firms, which analyze a key legal issue that is percolating in a given state. For example, a consumer privacy act was passed in California and many companies are preparing for it. Law firms send out information related to the act and what companies should be thinking about to prepare for the act. Those can be very helpful to an in-house counsel who’s trying to get his arms around an issue.
Q. How often do you travel to corporate headquarters in Madrid?
A. I travel there periodically. Being general counsel of U.S. operations within the context of a multinational raises an interesting dynamic that I think is, to me, the best of both worlds. Corporate needs to rely on its local subject matter experts to manage legal operations in all the different countries, and the United States insurance market is highly regulated and is perhaps the most complex insurance market in the world. So we work together with our colleagues in Madrid, of course, but we have a fair amount of autonomy in terms of the day-to-day operations within legal. We’re transparent and we are in constant communication with the general counsel in Madrid
