As a young woman in Argentina, Matilde Corbacho had her heart set on a career as a diplomat. As in-house counsel for international oil company Parex Resources Inc., she flexes her legal muscle while bringing the grace of diplomacy to the table.
Corbacho acquired a Civil Law degree in Argentina followed by an LLM in Corporate Law at NYU School of Law in 2000. She returned to practice in Argentina, but she was selected in 2004 for a position as foreign legal counsel at Talisman Energy Inc. (now Repsol) in Calgary. She completed her Certificate of Qualification with the National Committee on Accreditation in 2012 and in 2013 was one of the first South American lawyers called to the bar of the Law Society of Alberta. She joined Parex Resources as legal and commercial manager in 2014.
“When I joined Parex, the company had already demonstrated its technical and operational success,” says Corbacho. “It knew how to locate and profitably develop oil resources. I felt I could provide a better understanding of its contractual obligations. I liked the idea of combining legal and commercial responsibilities for them. The typical lawyer is more likely to say ‘no’ to a lot of things, but someone with a more commercial view can help you get to ‘yes.’”
Parex is a publicly listed oil and gas company with offices operating in Colombia and Canada. Its efforts are focused on crude oil exploration, development and production in Colombia. Corbacho’s fluidity in both Spanish and English are critical skills, in addition to her mastery of the civil law of the type practised in Colombia.
“When I tell people that all of the assets of my company are located in Colombia, they ask me if I’ve seen Narcos on Netflix,” says Corbacho. “Colombia is nothing like that and has emerged as one of the most stable countries in South America. It also has a strong tradition of respecting the rule of law. All of our legal dealings are very professional and I’ve never experienced any form of corruption in its government agencies.”
As counsel in Calgary, Corbacho is required to address all legal issues for the company, ranging from those raised by entry-level employees to management. She is regularly consulted by Parex’s executive team on strategic decisions and is called in on most management meetings, not only to identify current legal concerns but also to anticipate future risk inherent in contracts.
“I try to do a lot of preventive legal work,” she says.
She’s also helped to identify communication risks during the drafting of documents in arbitration and has trained Parex management and team leaders to both identify and negotiate potential pitfalls.
Corbacho is responsible for all of the company’s legal operations in both countries. She handles duties in the company’s Calgary office with the assistance of a junior lawyer who is a native Colombian. The legal team in wholly-owned subsidiary Parex Colombia’s Bogota office consists of three groups. Six lawyers are employed by the first and second groups, which separately supervise joint-venture contracts and commitments with government. A third group employs a team of seven, a mix of lawyers and negotiators who handle Colombian legal matters, litigation, local regulatory requirements and land acquisition.
Her responsibilities for the Bogota legal office, including the development of training programs, usually require her to travel to Colombia every quarter. However, Corbacho is currently training a member of the Parex Colombia legal team in Calgary, to increase her familiarity with commercial law and business development.
She also represents an integral liaison between Parex’s Canadian head office and its Colombian subsidiary and is called in on weekly teleconferences involving both offices.
“We discuss the hot topics of the week and try to take a collaborative approach to business to make joint decisions,” she says.
In Colombia, all oil exploration contracts are negotiated between the resource company and the national government. Companies such as Parex are granted surface rights only on land overseen by a government administrator. Colombian contracts and legal documents are all written in Spanish and Corbacho’s duties include drafting, negotiating and reviewing oil and gas contracts in both Spanish and English.
“If you attempt to do a literal translation into English of a Colombian legal document written in Spanish, it may be challenging for someone in Canada to really understand it,” she says. “Even I don’t know what some of it means until I look at the original Spanish document.”
English documents must also be properly translated into Spanish to preserve their original meaning. For example, the word “execute” is literally translated into “ejecutar” in Spanish.
“It basically means to carry out an act,” says Corbacho. “In Spanish, it also means to enforce a payment through a legal proceeding. In that sense, a better English word would be ‘enforce’ instead of ‘execute.’ ‘Execute’ in English also means to sign a contract; however, in Spanish we don’t say ‘ejecute un contrato.’ We say ‘firme un contract’ — ‘I signed a contract.’ Only a bilingual lawyer can understand those fine distinctions.”
Corbacho also helps to iron out the differences between common law and civil law. For example, a contract with no consideration is considered valid and enforceable under civil law but not under common law.
“I can bridge the gap between the two traditions,” she says. “If management isn’t familiar with a legal concept, it often doesn’t help to translate the wording. I try to offer a similar concept under common law that explains the intent.”
Her ability to translate between languages and legal traditions places much of the responsibility for the outcomes of signing a contract entirely on her shoulders.
“I’m confident in my ability to convey not only what the contract says but what it binds the company and its Colombian counterparts to do,” Corbacho says.
That’s often expressed in her responsibility to monitor commitments and timelines under contracts. One of her first projects at Parex was the development of a system designed to track and monitor progress on the company’s numerous contracts with the Colombian government.
“That system proved particularly important during the downturn in the oil and gas industry,” she says. “We had work and financial commitments that were required on a timeline and, if we didn’t meet them, we would have been considered in default.”
Corbacho is also spearheading the creation of the company’s document management system, including document retention and storage policies.
At times, she takes what Colombian lawyers see as a more “Canadian approach” to law — working harder for her client to achieve the most advantageous interpretation of a contract.
“The Latin American tradition is a little less aggressive in that regard,” she says. “The approach is more a matter of legal training.”
Corbacho notes that her commercial perspective often helps her to temper a strictly legal interpretation of contracts. Most contract disagreements at Parex are settled through negotiation, she says, even if she believes her legal interpretation could decisively win a court battle.
“Winning in court is one of the greatest moments for a lawyer,” she says. “But my commercial experience helps me to see what’s best for the company.”