Jaime Herrera is a partner at Posse Herrera Ruiz. He heads the corporate and mergers and acquisitions department.
His practice focuses on mergers and acquisitions, infrastructure and natural resources, and energy. Jaime also participates in compliance and competition matters, particularly in integration matters.
Jaime advises clients from various economic sectors on issues related to mergers and acquisitions, corporate expansions, investment strategies and complex local and international financing.
Could you tell me a little bit about the firm, please?
We are a general full-service law firm in Colombia, very focused on transactional matters but we cover all the practice areas that are needed to advise companies and those persons or entities that create economic opportunities in the country, create jobs, encourage development, and then of course, wealth. We have the general practices that are known internationally. These include corporate M&A, dispute resolution – which includes international arbitration, Tax – with all the varieties of tax planning, tax consultancy, tax litigation, and so on, foreign trade, and employment law for the employer. We also have a very strong competition, consumer protection, and data protection practice.
Our banking and financing group includes regulatory work on one hand and transactions on the other hand where we represent both lenders and borrowers in all types of financial transactions. The group is particularly active in capital markets and FinTech. We also have busy practice groups covering the full-service offering: insurance, infrastructure, healthcare, energy, natural resources, real estate, environmental, ESG, and so on.
The firm as you know it today started in 1995 when my partners Daniel and Mariana Posse and I decided to venture into a new firm from the roots of a boutique firm founded back in 1927 that had been cultivated by their grandfather and later their father. Then it was just the three of us but soon Juan Guillermo Ruiz and José Alejandro Torres joined us; today we have 26 partners and more than 160 lawyers with a total staff of 260 persons in three cities: Bogota – our main office – Medellin and Barranquilla.
The model that we decided on was to be a leading independent national law firm focused on providing very high quality and personalized service to multinational companies doing business in Colombia and national companies in their local and foreign activities. Our clients highly value our independence.
What’s your position in the firm?
I am a senior partner and member of our executive committee. While our committee is based on the same basic principle of the firm – cooperation and teamwork- my basic role has been overseeing production and business development, representing the firm both internationally and nationally. The other partners are more focused on administrative and financial matters. We work together and make joint decisions about the running and direction of the firm.
In all aspects, this is a modified lockstep type of law firm. There are not many like this remaining in our country. We believe in the concept of teamwork with full commitment to the best result for the client rather than through separate practice groups with individual interests taking over.
And your practice presumably centers around mergers and acquisitions, right?
I’ve been involved in mergers and acquisitions and have headed our corporate and M&A group for many years. At an earlier stage, I was a general commercial lawyer, but soon my practice developed into advising complex national and cross-border M&A transactions and project development. But if you ask me today, I would say working on administrative firm matters for the firm takes about a third of my time, and the balance is split between transactional work and direct counselling to individuals and business owners in a wide variety of matters that many times supersedes merely legal decisions.
Are there any practice areas or industry sectors you’re seeing growth in now?
At this time, we see that our tax, dispute resolution, environmental, and ESG groups have become very, very busy. We are also seeing more activity in capital markets. It is not a huge market here in Colombia, but we are seeing some very significant and important transactions at the moment. We are right in the middle of it, advising many of the listed companies or players in the industry. The healthcare and energy sectors will also continue to be very attractive on the transactional and regulatory work coming in and our natural resources group is seeing a big rise in non-conventional and renewable energy work.
Demand for ESG advice has become more and more relevant in and across many industries. Not only in the financing industry where we are playing an important role there now, but also in the industrial and energy sectors as a whole. I didn’t mention compliance before, but our compliance work is growing too.
Just let me pick up on one of those to expand on. The ESG advice you give to clients, do they have any demands on you and your firm’s ESG policy to align with theirs?
We believe that we cannot give sound advice on sustainability and other ESG aspects if we do not apply the same concepts in our activities. It is not that we are asked in general to meet certain ESG requirements, but it does run through in some of the different policies of different clients and their needs to check a particular box. Fortunately, enough we meet strict standards.
How are you doing working on diversity matters? What are your policies regarding sustainability? And then of course we do have internal policies ourselves. So we have been working in a direction that is not just concerned with advising our clients, but rather is focused on being true to what we believe and are implementing internally.
What we are advising we are also implementing ourselves or have been implementing on our own. Now, that doesn’t mean that we have reached the finish line. It is a work in progress to which we are fully committed nowadays and means that our values often align with those of our clients. It has to do with not only sustainability and our carbon footprint. We are not heavy carbon users, but we still try to implement policies for its reduction. We encourage our employees to reduce their carbon footprints when traveling and have a scheme to promote bicycle and scooter use for commuting for example. We are also trying to move towards a paperless office. Some of us older ones find it a little bit more difficult to work without paper, but we are trying to adapt.
Our inclusion policies are based on our true belief that there should be no discrimination for any reason whatsoever. Our non-discrimination policies I believe are very aligned with what most of our clients expect . We’re a very inclusive law firm in that regard, with a high percentage of female attorneys who from day one have been climbing up the ladder all the way to partnership and directive positions within the firm; same to say with other minority groups.
Is diversity and inclusion a big issue now in Colombia?
It is. And there are several regulations that basically encourage compliance or that carry sanctions for non-compliance. But I have to say that we are still years behind the policies that we have seen implemented, especially in Europe and the US. We have a long way to go but there is definitely more concern now and it is positive that it is it is a growing concern. The good thing is that society is adapting as much as it can because we must take into consideration that we are a country where more than 45% of the workforce is informal. So only in the formal market it is growing and obviously international law firms and those of us dealing with international companies are a little bit more aware and intent on complying with this – it’s not a trend – it is a global decision.
Do you spend most of your time in Bogota?
Yes, most of the time. Despite what I said earlier my personal carbon footprint is not very good because I travel a lot around the world. After the pandemic, we do have more virtual meetings and conferences than we used to but that doesn’t stop the need for people to meet face to face. Which is very, very productive and I am a little bit of a victim of the traveling again. In 2023 I spent close to 120 days abroad.
Is everyone back in the office now or do you still have some sort of hybrid working arrangement in place?
We have a hybrid system in place. It is not a very strict system. It adapts a little bit to the personal needs of our staff. We know what we have to do, and as long as it gets done it’s okay to work remotely. We also know that a very important portion of our talent, and not just who we have right now, but also those we want to attract, want to have some flexibility in their working life. But we, especially myself, believe in the merits of work, in the presence in the physical office, in having the ability to talk and discuss matters face-to-face with co-workers. It’s very important in creating and developing the culture of the firm.
And because of that, we do encourage for instance new hires in the firm and junior associates to be in the office most days – at least four days a week. It does depend on what you are doing and for whom but it’s normal to see more than half of the people in the office five days a week. I would say at least 70% of the lawyers in our transactional teams are here at least four days a week.
What are the best things about living and working in Colombia generally and Bogota specifically?
Bogota is a very dynamic city with an important cultural life and very good restaurants. I have the benefit of living close to parks which are great places to do sports. And from the personal side, what we value highly as Latinos is living close to our families. My wife and I raised our children in the city and have been lucky that they live here now. My daughter lived in London for almost four years before the pandemic. She came back and I am very happy to see her grow and start her business and her family in Colombia. Same for my son and his wife.
Of course, Bogota has the difficulties of a big city with terrible traffic and other problems (growing urban delinquency). but today it has improved notably. Overall, it’s a good place to live and there are many, many companies – many national and international companies that have their headquarters here in in Colombia, even regionally for Latin America. So being close to them is also a benefit for our business.
How are things in Colombia now?
They are fine. We represent a profession that is very blessed and always busy regardless of the state of the economy or the different difficult challenges we face. Whether from the economic point of view, from the political point of view, or from the matters that concern our clients, we are always available with an important point of view and important advice to someone who needs it to navigate both good times and bad.
It seems our country, the region and, I believe, the whole world in general is going through a crisis, a political crisis. The legal profession in Colombia is out in front of changes to the status quo which obviously cause important challenges and important matters for us to take care of on behalf of our clients.
Why did you get into law? What led you to become a lawyer?
Here in Colombia, we go straight from school to university. We don’t have a system like in the US where you go to college first and then you decide what are you going to do. Here, during my time basically, you had the choices your society imposed on you a little bit. Like you’re going to be an engineer or business administrator or an architect or a doctor, or a lawyer. My siblings bucked the trend a little: my brother became an artist and my sister a chef. But this was very rare. When it came to me, I was much more drawn to the humanities than the sciences. I thought that if I became a lawyer, I could use my skills and training in other areas too like government or business in addition to becoming a practising lawyer. So it seemed like a good choice.
Life took me to start working very early even while still in university. I started to work in an important law firm at that time in Colombia and I got stuck with it and came to believe that two heads think better than one and 200 is better than two. It was a good decision. I am passionate about practicing law and love working with my colleagues and advising clients having looked at all the angles and having discussed things with knowledgeable partners is still exciting.
If you didn’t get into law, what would you have done?
I might have been an architect. I’m still a potential architect. My wife is a real architect and so is my son. I am always commenting on the plans they have and offer insightful comments about what should go where and why this should be moved there!
Do they take your advice?
Not always. You have to know your limits.
Do you have any professional highlights of which you’re most proud?
There are so many. That’s one of the biggest compensations for working in a profession like this. You get to work on very important deals and create very important companies that create employment, wealth, and development in your country. When you look in the newspapers and every month or so there is news of something that happened where you or your firm contributed in one way or another, it makes you feel not only proud but relieved that you have done something right for society.
Early in my career when we had just started the law firm before we began developing much-needed power generation projects in Colombia, there were many blackouts in the early 90s due to lack of supply to meet demand. So, we started to learn from scratch about the energy market, private financing, financing in international markets, issuing the type of bonds in the New York securities system, and seeing how it all works. We went from nothing to having the tools to basically solve the energy needs of a whole country because due to your work, they now have reliable energy. That is something I feel satisfied about. That led to other projects like that and then to other very important transactions and helping companies grow and become a source of welfare for many people.
Being part of this firm is a particular highlight for me. It’s not just 260 people that work here it’s 260 families that depend on the commitment of all of us together, working together. Of course, having seen many good professionals and friends develop and grow here and seeing others leave to create something of their own also makes you feel very, very proud.
What do you like to do in your spare time?
Well, I do sports. Perhaps not as often as I should. I run a little and try to ride 40 or 50km a week on my bike. I also enjoy horseback riding. I benefit from having a house in the countryside where I have horses. I like to breed them, train them, and like to ride around exploring the local area.
I am a family man and love to spend time with my family. I am happily married to a wonderful woman who did such a good job of raising our children and keeping them close. We spend a lot of time together with our children and have dinner all together at least once a week.
I like to travel. I have to for work, of course, but also for pleasure. I enjoy other cultures and food. And then also I have my religious side. I am a practicing Catholic. You have to devote time to that.
Selected work highlights include:
AGORA PARTNERSHIPS ACQUIRES CREATIVE LAB S.A.S. BIC
PHR acted as counsel to Agora Partnerships Colombia, in the strategic acquisition of 100% of the shares in Creative Lab SAS BIC, a thinklab focused on social impact through different activities and projects.
ASHMORE ACQUIRED 85% OF SOCIEDAD DE ONCOLOGÍA Y HEMATOLOGÍA DEL CESAR S.A.S. (SOHEC) AN STRATEGIC HEALTHCARE INSTITUTION
PHR acted as legal counsel of private shareholders of Sociedad de Oncología y Hematología del Cesar S.A.S. in the negotiation, signing, and closing of the purchase of the shares. Ashmore acquired 85% of the shares of SOHEC.
TCF IN ITS MERGER WITH GRUPO RANSA
PHR advised Transportes Centroamericanos del Futuro in its merger with Grupo Ransa, consolidating its position as the leading end-to-end logistics platform in Latin America. It will operate in 10 countries in the region.
INTERCONEXIÓN ELÉCTRICA S.A. E.S.P.
Posse Herrera Ruiz acted as Colombian legal counsel to the Financiera de Desarrollo Nacional and the Colombian Ministry of Finance, in the sale of its 51.41% stake in Interconexión Eléctrica S.A. E.S.P. (ISA) to Ecopetrol S.A. in a COP$14.2 trillion transaction.
SNC-LAVALIN
Posse Herrera Ruiz acted as Colombian legal counsel to SNC – Lavalin Group Inc. in the sale of, among others, its Colombian and Peruvian operations.
GRUPO DE ENERGÍA DE BOGOTÁ
Posse Herrera Ruiz acted as local counsel of Grupo de Energía de Bogotá (“GEB”) in the due diligence and merger process of (I) Emgesa, (II) Codensa, (III) EGP Colombia and (IV) ESSA 2, creating Enel Colombia.
IHS TOWERS
Posse Herrera Ruiz acted as Colombian legal counsel to IHS Towers in the acquisition of Centennial Towers Colombia S.A.S. in a regional operation involving Colombia and Brazil. The Colombian tranche of the transaction adds 217 towers in Colombia.
CLEAR OCEAN
SAAM acquired a majority stake in Intertug’s business in Colombia, Central America and, Mexico for US$50 million. The acquisition will take place by means of a share purchase and capital contributions. Intertug continues to hold its participation in the Brazilian company.
SOFTWAREONE AG
Colombian legal counsel to SoftwareONE AG, in connection with an additional acquisition of shares in IGS Services S.A.S. (the holding company of InterGrupo) resulting as the sole owner of 100% of the issued and outstanding capital in IGS Services S.A.S.
Interview by David Adams, Managing Editor, Top ranked Legal