George Villasana says he enjoys being part of the auto industry, which is “implementing technology in cars in ways that I would not have imagined.” ()
George A. Villasana serves as vice president, general counsel and secretary of Asbury Automotive Group, an automotive retailer with 2013 revenue of $5.3 billion and approximately 7,000 employees. Headquartered in Duluth, Asbury owns and operates 81 retail auto stores, encompassing 102 franchises for the sale and services of 29 brands of automobiles.
Villasana joined Asbury in April 2012 after holding the position of senior vice president and general counsel at Swisher Hygiene Inc. Prior to joining Swisher, he served as executive vice president and general counsel at Pet DRx Corp., which he helped take public and later sold to VCA Antech Inc.
Previously, he served for seven years as senior corporate counsel at AutoNation Inc., the nation’s largest automotive retailer, where he focused on mergers and acquisitions, SEC reporting, corporate governance and franchise law matters for the company.
Earlier in his career, he was a corporate attorney with Holland & Knight and Shutts & Bowen in Miami, and he began his career as a staff attorney with the U.S. Securities and Exchange Commission in Washington.
Describe your department and your role in it.
The Asbury legal department is comprised of five legal professionals – and we all take pride in supporting Asbury in its mission to become “America’s most admired auto retailer.” As general counsel, I oversee all of the legal affairs of the company, and serve as legal adviser to our board of directors and senior management team.
I am fortunate to be supported by two excellent lawyers, whom I consider my partners, each of whom has direct oversight and responsibility for their respective functional areas. We share the same vision and are team-oriented.
We work collaboratively with our business counterparts to achieve Asbury’s business objectives while protecting its interests. We trust and value each other’s judgment and confer with each other often on complex matters. The Asbury legal team also is supported by two experienced paralegals. Because our legal team is lean, each member understands that his or her role is uniquely important to the success of the legal department.
Do you use outside law firms?
Yes. We use several law firms, including: Jones Day (Atlanta) for support on corporate, securities and finance matters; Hill Ward Henderson (Tampa) for support on real estate matters, mergers and acquisitions and operations-related matters; and Fisher & Phillips (Atlanta) for support on employment law matters. We also have a short list of other law firms that support us on litigation and other matters.
What part of your job poses the biggest challenges to you?
The Asbury legal team spends a great deal of time coordinating with our law firms on how to accomplish the company’s legal needs and objectives in a cost-effective manner. We continuously evaluate different ways to structure our legal spend with the objective of getting Asbury high quality legal service at a reasonable price.
As the economy and auto business has changed, how has your legal department met these changes?
We have devoted more resources to support the business on financing transactions, store acquisitions and real estate acquisitions and related projects. We also have spent considerable time staying abreast of regulatory changes to ensure that our operations are in full compliance with the ever-changing regulatory landscape.
What questions would you like to ask other general counsels?
How do they use technology in their legal departments and which specific technology solutions have worked well for them?
How do you quantify your legal department’s value to senior management?
As every other general counsel typically does, we monitor carefully our legal spend and quickly call out law firms that we believe were inefficient in handling a matter. More specifically, we strive to be involved early in potential disputes and take a hard stance on litigation matters—both of which have helped reduce litigation-related spend.
The value we provide is seen in our daily involvement in Asbury’s business practical and effective solutions and don’t get caught up in “over lawyering” matters. Fortunately, our management team recognizes the value of a strong collaboration between our legal and business teams.
What software or other tools help you run your department efficiently?
We are very focused on implementing technology solutions to make the legal team more efficient and effective. For example, we implemented a legal matter management system in order to track and analyze litigation matters and our outside counsel spend. We also maintain our subsidiaries records in a database that enables us to perform queries and generate reports, which are especially helpful as we have approximately 150 subsidiaries. Our next key initiative is to roll out a contract management system, which the legal team and our business counterparts are excited about.
Asbury recently has completed various financings. What legal insight would you give about having smooth financing transactions?
There are four steps to ensuring a smooth and efficient financing transaction and these steps can be applied to virtually any transaction. First, identify all the persons that will have a role in completing the financing transaction, including representatives of the lender, outside counsel for each of the lender and the company, the key members of the company’s legal, treasury, finance and accounting teams and any other persons with a role in the transaction.
Second, prepare a very detailed checklist of all the steps required to complete the financing and assign a “due date” for each task along with the name of the person or entity responsible for achieving that task.
Third, hold an organizational meeting with all the persons you identified in step one above. The purpose of this meeting is to organize the team, set the objective (e.g., complete the financing), assign responsibilities and agree on a timeline. During this meeting, the team would review the checklist referred to above (typically prepared by your lender’s counsel)—to ensure that each task is understood, assigned to the appropriate person and has a reasonable due date assigned to it. This meeting should allow plenty of time for participants to ask questions and should not end until each responsible person is clear on the objective and has agreed to the timeline. Close the meeting by reminding the team why the financing is important to the company and its mission.
Last, execute. And hold weekly meetings as appropriate to ensure the checklist is being adhered to and to address any issues that arise immediately.
What was your biggest career milestone?
I have no single career milestone. I have had the unique opportunity to have practiced as a corporate lawyer from a regulator’s perspective (at the SEC), from a national law firm perspective (at Holland & Knight), from a Fortune 100 company perspective (at AutoNation) and then leveraged these experiences in my capacity as general counsel of a private company. I succeeded in taking that company public, forming its legal team, and subsequently managing its sale to a large public company. I believe my diverse experiences make me a well-rounded general counsel.
What was your biggest take-away working with the SEC that you have used subsequently?
Beginning my legal career at the SEC in Washington was a great experience. It was an honor and a privilege to work with lawyers who had come from all over the country to work at the agency. During my years at the SEC, it was clear that most of us had forgone other opportunities paying much higher salaries—we were all there to do our part in helping to protect the integrity, liquidity and transparency of the United States financial markets.
I took great pride in having served at the SEC and I cannot think of a better way for a corporate lawyer to start his or her career.
Performing your role as a lawyer with the highest honor, ethics, and integrity is more rewarding and fulfilling than any amount of money or material things you may acquire in your lifetime. I believe these traits also will help ensure you have a successful and rewarding legal career.
What do you like best about your job?
I enjoy being part of a high-energy industry with an ever-changing, exciting product. Auto manufacturers are implementing technology in cars in ways that I would not have imagined and that is fun to see.
Also, because the industry is highly regulated with evolving laws and regulations, the legal team has the opportunity to continuously learn and stay sharp on a variety of legal issues, which makes our roles more rewarding.
As for my role, I am fortunate to serve as general counsel of such a well-regarded company. I enjoy working with the people at Asbury—we are all passionate about our roles and strive to do the right thing at all times. I enjoy supporting a management team and board of directors that maintains the highest levels of integrity, honor and ethics.
We strive to be involved early in potential disputes and take a hard stance on litigation matters—both of which have helped reduce litigation-related spend. —George A. Villasana
GEORGE A. VILLASANA
Title: Vice president, general counsel and secretary of Asbury Automotive Group Inc.
Family: Oldest of four (a brother and two sisters)
Pets: Murphy, a chocolate Labrador retriever he adopted from a rescue group 10 years ago.
Languages: English and Spanish
Education: Bachelor’s degree (accounting), The Pennsylvania State University; J.D., American University, Washington College of Law (1995); LL.M. (tax), Georgetown University Law Center (1997)
If I weren’t a lawyer, I would be: an entrepreneur/own my own business
Interests: Traveling, fitness, scuba diving
Favorite car: Porsche 911
Most interesting place ever visited: Italy
Favorite quote: The Dalai Lama, when asked what surprised him most about humanity, answered “Man. Because he sacrifices his health in order to make money. Then he sacrifices money to recuperate his health. And then he is so anxious about the future that he does not enjoy the present; the result being that he does not live in the present or the future; he lives as he is never going to die and then dies having never really lived.”