Marsh & McLennan’s Kuratek has stellar governance year
It’s been a banner year for Marsh & McLennan Companies’ (MMC) Connor Kuratek, in which he traveled from one side of the world to the other to help with governance issues. Kuratek only joined the firm in 2016 but was handed key roles on two of the most important issues facing MMC: an industry-wide investigation by the Australian Royal Commission, and the $6.5 billion acquisition of the UK’s Jardine Lloyd Thompson (JLT), MMC’s largest ever M&A deal.
Highlighting his rise to recognition, Kuratek came to the company as chief counsel for securities and finance and assistant corporate secretary, and now serves as chair of MMC’s disclosure committee, secretary to the audit committee and member of the management ESG committee. In June 2018 he was sent to Australia to help Mercer, one of MMC’s four businesses, respond to an industry-wide investigation by the Royal Commission into potential conflicts of interest in the banking, superannuation and financial services industry.
Kuratek’s mission was to assist on responses to governance-related inquiries relating to the independent board managing the Mercer Superannuation Trust. In doing so, he was able to draw on his experience as secretary to the audit committee and expertise on conflicts of interests and best practices in US governance.
‘We needed someone with subject matter expertise and the emotional intelligence to step in and provide support to local legal and compliance department colleagues who were working diligently to respond promptly to the regulator’s inquiries,’ says Tiffany Wooley, assistant corporate secretary at MMC.
Kuratek spent weeks looking at governance processes, helping prepare and review documents and implementing best practices.
Just weeks after he returned from Australia, MMC and JLT launched ‘an insane 11-day sprint to reach a definitive [M&A] agreement.’ Kuratek was part of a four-person in-house legal team on the transaction, and he worked on the deal’s ‘novel’ financing involving a forward exchange hedge that would disappear at no cost to MMC if the deal failed.
The financing plan was reviewed by the board, its finance committee and audit committee. The deal was signed on September 18 and a target set to close by spring 2019, which would require securing regulatory approvals in the US, Europe, Colombia, Russia, Singapore, South Africa and other jurisdictions.
When the European Commission required the divestment of JLT’s aviation business, Connor spent 10 days in a windowless London conference room to help reach an agreement to sell the business,’ MMC states. Kuratek oversaw the regulatory and governance approvals for the transaction.
‘We took subsidiary governance seriously, contacting directors on vacation to walk through material and answer questions when the acquiring entity was changed at the last minute,’ Wooley says. Ultimately, the MMC-JLT deal closed – exactly on schedule – on April 1.
A version of this article originally appeared in the latest Corporate Secretary special report