- Law Job Star
The Life and Career of Luis A. Aguilar developer of the Investment Company Act of 1940 and the Investment Advisor Act of 1940
by Cary Griffith
What his '40 Act Practice doesn't convey are some of his social and civic efforts. He's served on the Board of the Georgian Hispanic Chamber of Commerce and the Panamanian Chamber of Commerce, was a past President of the Spain Chamber of Commerce, and has given plenty of pro bono assistance to Hispanic companies trying to cope with their day-to-day legal needs. In part, it was these efforts for which he was named the 1994 Atlanta Hispanic Businessman of the Year.
But perhaps even more impressive is what you won't discern from his legal, social or civic career. When he was seven, he emigrated from Cuba, and for the first few years relied on the Salvation Army to clothe and feed him. Perhaps that's just one of the reasons Luis Aguilar admires people who, like him, have overcome adversity and not just succeeded, but excelled.
Q: Where and how did you become interested in the law?
A: The recent publicity regarding the anniversary of Brown vs. the Board of Education reminded me of it. I was going to High School in the late 60s. I was living in Rome, Georgia at a time when they closed down the black high school, and sent those students to the two other public schools. I remember at the time asking the question: why is this happening? Questions of right and wrong and equality aside, I remember being struck with the fact that there was a legal process behind those actions. I was struck by the impact laws and the legal process could have on the community at large. That was the first time I became interested.
In college I actually enrolled in a premed program. My father was a doctor, and my brother was already in medical school. But I didn't really like it. As I started to consider other subjects in which I was interested, they were social, political, or socio-economic type classes. That led me to the legal profession.
Q: Can you briefly sketch your career?
A: I started out as an attorney for the SEC at its Atlanta regional office. I considered the SEC an excellent way to begin networking in the legal community. I knew I wasn't going to spend my entire career there, but I knew I would get a broad based exposure to securities law and the financial community.
[For three years] I did a little bit of everything; reviewed securities offerings under Registration S-18 and Regulation A. I was also very involved in the investment company examination program and the investment advisor examination program, with the occasional broker-dealer thrown in.
If you look at my subsequent career, that '40 Act Practice knowledge was very useful to me, especially when I became General Counsel of Invesco.
From the SEC I went straight to the law firm of Powell Goldstein, one of the largest firms in Atlanta. I went there to be a securities lawyer. I caught a lot of the go-go years in the early '80s, when IPOs were hot. I slowly became active in other aspects of that kind of work; private placements, real estate syndications, mergers and acquisitions, and then began to represent a lot of publicly traded companies, giving them advice regarding disclosure items, and handling their proxy statements, annual reports, form 10-Ks, et cetera.
In April '93 I went to work for Kilpatrick & Cody (now Kilpatrick Stockton). I was with them from April '93 to November '02. Actually during that time there was some overlap during which I was primarily General Counsel of Invesco, but also associated with Kilpatrick. I was full time General Counsel with Invesco until December of '02. And then I started at Alston as a partner in January '03.
My time in private practice at Powell Goldstein was spent as a classic securities lawyer. My time at Kilpatrick was the same, except at a partner level. And then my Invesco stint was classic general counsel, but for a company that was very affected by the '40 Acts-a company with mutual funds, investment advisors operations, and broker-dealer operations.
Q: Could you tell us about some of the larger, or more prominent legal projects on which you've worked?
A: I've done a lot of acquisitions and IPO offerings. And in the late 80s, doing leveraged ESOPS were quite popular. But the two that resonated with me the most were the privatization of the Bolivian social security system, and a joint venture with a bank that was owned by all Argentinean brokers.
The Bolivian transaction happened in the '95-'96 time frame. It was interesting because we were actually transforming a country by going from a public social security system to a privatized one. At the time I was primarily with Invesco, who had become the leader of one of two private licensed fund administrators. It was the first time Bolivia was going through that process, so we were working with the Bolivian government and trying to structure a system that would work well for them, and for the Bolivian public.
The Bolivian project had a lot of interesting legal issues, and the social impact on the Bolivian workers made it particularly memorable.
The Invesco joint venture happened around '98, I believe (but time flies when you're having fun). It was with a bank that was owned by all the Argentinean brokers, through MERVAL (Mercado de Valores), which is based in the Argentine stock exchange. That was an awfully fun deal because it was the first time that the Argentine stock exchange, working through a bank exclusively owned by its members, tried to develop some proprietary mutual funds. Because it was the first time it had ever been done, we had to work through a lot of unique and interesting legal issues.
Q: In 1994 you were named Atlanta Hispanic Businessman of the Year. Can you briefly describe the reasons you won the award?
A: In 1994 the Hispanic community in Atlanta and in Georgia was beginning to realize how big it had grown, and how fast it was continuing to grow. At the time I had been active in a number of organizations leading that growth-the Board of the Georgian Hispanic Chamber of Commerce, the Panamanian Chamber of Commerce, I'd been President of the Spain Chamber of Commerce, and I had also received some recognition for having been the first Hispanic partner in any large law firm in Atlanta. By then I'd been the only Hispanic partner in two large firms. I had also helped a number of Hispanic companies. I did a lot of pro bono work helping them get started. So the Award was for the cumulative work I'd done.
Q: Among your varied business and civic associations, the Georgia Governor appointed you to The Advisory Council of Hemisphere, Inc. Can you tell us about the organization and your role?
A: Hemisphere Inc is a non-profit corporation that was formed as a private-public partnership, with the goal of trying to pursue and bring to Atlanta the Secretariat (or organization headquarters) that will result from the Free Trade Area of the Americas-the agreement that's being negotiated among the 34 countries in the western hemisphere. Everyone except Cuba.
The city of Atlanta and the State of Georgia looked at the infrastructure and the benefits that Atlanta had to offer, and thought we would be an appropriate home for the headquarters of that organization.
Q: Since its inception, the North American Free Trade Agreement has been controversial. Overall, do you think it's had a favorable impact on both North America and Latin America? Does it need any 'fixing'?
A: I am pro free and fair trade. I do think free and fair trade has more benefits than detriments. To that extent I'm for it.
When you look at NAFTA and you look at what economists say, it's a classic case that the numbers can say whatever you want them to say. I've seen both sides, the pros and cons, and the good and bad. It's not perfect, but I tend to see the glass half full. And I tend to rely more on the articles that are pro the benefits. But I'm not oblivious to the fact that there are also negatives.
Could it be made better? Could the environmental and labor provisions be toughened? Yes. But how to get there is something worth discussing at the governmental level.
Q: One of your primary practice areas is securities law. Can you tell us what you think about the state of the securities industry?
A: The securities industry has changed dramatically over the last few years. The onslaught of disclosures that are being made, from Enron through all the progenies thereof, and the resulting legislation that came out of it-Sarbanes Oxley being the most notable one-has made some changes that will be permanent in the industry. I'm not sure we've seen the end of it yet.
Sarbanes-Oxley was a political response to serious breaches in honesty and fiduciary responsibility. As a political response I think it was quickly and hastily done to address public confidence issues. Although there's some good stuff in there, there's also some additional burdensome cost imposed on corporate America I'm not sure the cost benefit analysis has balanced out.
I'm concerned about the refocus senior management has had to do away from running their business and into the document production side of the disclosure provisions. I'm not sure how that will wash out, but I'm a big believer in American ingenuity, and we'll find ways to deal with the new norm, whether it's amending Sarbanes with the cool, calm hindsight of what the new provisions have done, or whether it's streamlining processes and procedures inside corporations to deal with regulations and allow senior management to return their focus to running their business.
Q: In a previous career you were General Counsel for INVESCO and a member of its board of directors. How does serving as General Counsel differ from private practice?
A: I've been fortunate in my practice in that I've been in government, in-house and private practice. I've seen the different mindsets. But my take of in-house and private counsel is that they're really quite similar. You have clients with needs. You have facts that arise to which you have to apply the law and interpret the legal nuances. The main difference is really one of nuance and degree. If you're in-house you know more intimately your client, your company, the industry, the culture that exists in that entity, the personalities of the key players. And although any good lawyer can have that kind of awareness of their client, I think when you're in-house it's absolutely imperative that you have it to a greater degree.
Government lawyers have a different mindset. It's more about what the law says and the protection of the public vis-à-vis the law. I fear that with many government people their mindset is how can I read the rules and legislation to restrict activities to make sure that under no worst case scenario, under any likely set of facts, the public could be damaged. That's difficult to do in the day-to-day world, and results in a lot of rules, regulations and interpretations that aren't very practical and put a great deal of restrictions and limitations on how companies and people can go about their affairs.
Q: Do you have any advice for young lawyers who want to start practicing law? What are some career choices, or paths?
A: I guess my best advice is to give some thought as to what area of the law they want to practice in, and the kinds of commitments and work that flow from that. Some areas of the law tend to have more interaction with clients. Other areas tend to be more isolationist. Sometimes young lawyers don't put their personality into play into the kind of law that they're going to practice. And you see them struggle in the early years as they try to find an area of the law that plays to their own personal and social needs.
Q: What do you like best about practicing law?
A: Helping people achieve their goals. Most of my work as a corporate lawyer is on the constructive side, as opposed to the destructive side. There's pretty work, and there's ugly work. I like the kind of work I do because I think it's pretty work. It's people trying to accomplish things most of the time, as opposed to litigation. Not in every instance, of course, but in most instances I'm involved in things that are being developed and constructed and I get a big kick out of seeing those things occur.
Q: What do you like least about practicing law?
A: Keeping track of my life in increments of six minutes. It puts emphasis on the quantitative side, rather than the qualitative side. Not every six minutes is worth the same weight of gold. There are some real inspired six minutes, and some really closed thinking six minutes. Under the current system it's probably the best way for clients to keep track of the value we give them. But I much prefer the more forward thinking client that realizes value and time are not always connected.
A: My wife's name is Denise, an MBA, ex-IBM person who's now involved in her family business. No kids…nephews and nieces.
Q: What are you currently reading?
A: I'm actually juggling two books. The Coming Democracy, by Ann Florini - about the new rules for running the new world, the way democracy is changing throughout the world, and the growth of civil society. And Michael Barone's, The New Americans, which looks at the development of the majority/minority community and what it means.
Q: Do you have a hobby?
A: Reading, golf, traveling and hiking.
Q: Where will you spend summer vacation?
A: Alaska. We're going to do two things; a small cruise on one of those smaller boats that allow you to go back into rivers and tributaries, and hiking in Denali Park.
Q: What is your biggest personal or professional accomplishment, and why?
A: I guess like many immigrants and members of groups I'm proud to be in the position that I am - having come from Cuba with the clothes on my back, and relying on the Salvation Army to feed and clothe me for the first few years. I came out in November of 1960 when I was seven.
Q: Who do you admire and why?
A: I admire those people who have overcome adversity and who have succeeded. For example, the Ex-senator Max Cleland from Atlanta. It's not so much that he stepped on a land mine and lost two legs and an arm, but I admire what he did with his life. He became a productive member of society. He became secretary of state for Georgia, and then U.S. Senator. You've got to admire anyone who has taken that kind of adversity and didn't crawl into a hole and disappear.