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Jean-Michel Malek is as much a troubleshooter as a general counsel at Camac Holdings Inc., a privately owned energy company in Houston. As the only U.S. lawyer at Camac, Malek does the routine work of a general counsel, such as drafting agreements and negotiating deals, albeit in far-flung locations such as Russia, Ireland, Nigeria and South Africa. But he’s also a take-charge problem-solver whose tasks range from finding a way to conduct due diligence in a country where he doesn’t know the ins and outs of the legal system to figuring out how to get a stranded company airplane out of Algeria. “I basically solve problems, day-to-day problems,” says Malek, general counsel at Camac since 1992. “If you are in the trenches with a difficult problem, you couldn’t find a better guy than Jean-Michel,” says Howard Wolf, a partner in Fulbright & Jaworski in Austin, Texas, who formerly served on Camac’s board. “He was willing to go to where the problem was, which meant he had made numerous trips to all parts of the world on behalf of Camac,” Wolf says. “He’s not a guy who is reticent to travel to places which I would characterize as difficult to transact business.” Camac, founded in 1986 by Nigeria native Kase Lawal, is in the business of oil and gas exploration, production and refining. The company’s sales in 2001 were $979.5 million, putting it at the top of a list of the 100 largest black-owned businesses compiled this summer by Black Enterprise magazine. While Houston is the headquarters, the company also has offices in Washington, D.C., and London, along with Lagos, Nigeria, Johannesburg, South Africa and the Cayman Islands. Malek travels so much that he once built a stash of more than 1 million frequent-flyer miles on British Air. Just days after his wife gave birth to twin boys in January 1998, he had an extended business trip to London, where he was negotiating a merger between an Irish company Camac controlled and another company it owned in Nigeria. For six months, Malek spent alternate weeks in London and in Houston, working on the merger and plans to subsequently take the combined company public. Malek did that alternate-week travel arrangement again in 2000, when he worked on a big financing for a Nigerian oil project. London banks do a lot of financing work for projects in Nigeria and other African countries, so he travels regularly to the United Kingdom and even keeps an office at the company’s outpost in London, he says. But his job has taken him to Dublin, Brussels, Paris, Norway, Nigeria and South Africa. He almost made it to Colombia and Korea, and a trip to Kenya was cancelled at the last minute after a lawyer he was planning to meet with in Kenya ended up traveling to the United States. He’s also worked on deals in Gabon, Ivory Coast, Chad and Albania, but never visited the countries. Malek is a senior vice president at Camac and a member of the executive team who is in constant contact with other executives. Malek says he and Lawal speak at least three times a day, despite Lawal’s extensive travel schedule. Lawal, the vice chairman of Houston’s Port Commission, was in the Middle East at presstime on Oct. 30 on a trade trip with Houston Mayor Lee Brown. THE ROAD TO CAMAC It’s perhaps fitting that Malek, 46, would find a niche at a company that’s so active overseas since he started traveling at a young age. He was born in Algeria to French parents, who divorced when he was young. He says he and his brother and his mother returned to France after Algeria gained its independence from France in 1962. When Malek was 7, they moved to Houston, joining his mother’s brother. Malek grew up in Houston, although he graduated from high school in Connecticut, and he moved back to Texas to attend Rice University. After a year, he transferred to the University of Texas in Austin (because it was less expensive) and he also went to the University of Texas School of Law, graduating in 1980. In a hurry to get out of school, Malek went through law school in two years, a schedule he doesn’t recommend. After law school, and before he joined Camac in 1992, Malek had a variety of jobs at firms and in in-house legal departments. His first job as a lawyer was at Gulf Oil Co. in Houston, where he worked on international deals in West Africa, but says he was reassigned to domestic deals in a reorganization, so he left in 1982. He tried private practice, working for a lawyer in Houston doing securities litigation, then moved a year later to a small firm in Houston, where he did litigation and transactional work for energy clients. Responding to a call from a headhunter, Malek interviewed for a job as general counsel at a technology company in Houston, Community Health Computing Inc., which sold computer systems to hospitals and labs. After the owner sold the company to some investors five years later, Malek says he started interviewing for some in-house jobs at computer companies in Silicon Valley and in Austin, where he hoped to do IP litigation. But he says he didn’t have enough litigation experience, so he joined Houston trial firm Driscoll & Lacey in 1989, where he did a lot of trial work for Houston Lighting & Power Co. It wasn’t his thing. “Trial work is one thing, but personal injury I really didn’t like,” Malek recalls. Around the time he realized he didn’t want to spend a career doing personal-injury defense work, Malek went to lunch with a friend, who was doing some work for Camac and told him the company was looking for a general counsel. He was hired. Lawal, Camac’s chairman and chief executive officer, says Malek has become an integral part of the management team, handling everything from routine contracts to compliance to ensuring that due diligence gets handled properly when the company is looking at an investment or acquisition overseas. Lawal says Malek is reliable and responsible, and pays great attention to the details. Whenever there’s a problem in a field office, Lawal says Malek is usually the executive who handles it, often by hiring local counsel. Due diligence overseas can be more complicated, Malek says, because Camac not only has to assess the condition of the target company, but also learn about the business and legal environment in the country. In Russia, for example, where the company used to have an office, Malek says the legal system is still evolving with the move to capitalism, and he found a lack of understanding of legal principles, such as indemnity. Malek says that except for one lawyer on staff in Nigeria, he handles all the company’s legal matters or farms it out to outside counsel. In the United States, the company’s primary outside counsel is Fulbright, although he says he has used lawyers from a number of other firms including Houston firms Baker Botts; Vinson & Elkins; Porter & Hedges and Shannon, Martin, Finkelstein & Sayre. In London, Camac uses Mayer, Brown, Rowe & Maw and Norton Rose, and in Nigeria, it uses Sofunde, Osakwe, Ogundipe & Belgore, he says. Malek isn’t a hands-off supervisor from afar, says Simon F.T. Cox, a partner in Norton Rose who worked on the deal in early 1998 that was in the works right after Malek’s twins were born. Cox says Malek rolled up his shirtsleeves and took an active role in the deal, which ultimately didn’t close because of a shift in Nigeria’s political power and a decline in the price of oil. He says it was helpful to have Malek working so intimately on the deal because he’s not only a skilled lawyer, but also he has a good sense of Camac’s business and has a good relationship with the board. Dele Belgore, a partner in Sofunde, Osakwe in Nigeria, says his role as an outside lawyer for Camac became easier once Lawal hired Malek as general counsel. Belgore says he had less difficulty getting the kind of information from Camac he needed to put together the documents for a deal or to write an intelligible brief. “He’s proactive. He finds a way to make it work,” Belgore says, adding that although Malek isn’t licensed to practice law in Nigeria, he has developed a good grasp of the law there. The company isn’t currently involved in any bet-the-company litigation, but Malek says Camac has been in the courts in more than one country over the years. “We’ve had arbitrations in London. We’ve had matters in Kenya on trading deals years ago where we didn’t get paid. When our subsidiary was doing business in Russia, there was some dispute that was litigated in Cypress, a Russian deal,” he says. Although he has a trial background, Malek says it’s a challenge at times to oversee litigation in some of the African countries because procedures differ from what applies in the United States or the United Kingdom. “It’s not the law itself. It’s the procedure,” Malek says. “I get sent documents and things from local counsel, and I have to sort of wade through them and figure out why this was done at this time and why.” He says e-mail makes it easier for him to supervise outside counsel around the world. When he travels, Malek says he works long days. In London, for instance, he may reach the end of the workday there, but it’s still afternoon in Houston, and he’s fielding calls from Camac’s headquarters. But he says that when he’s in Houston, he usually works more normal hours and has time to spend with his wife, Louise, and their sons, who are now almost 5. That’s making up for some of the times he’s been out of the country, like when he was in Nigeria on his first wedding anniversary in 1993, and in South Africa for another one. He’s spent several of his birthdays overseas. He says he’s traveled less in 2002. But, he adds, “At least I was there when my boys were born.”

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