Alumni Spotlight: Jelena Madir (2002-2006; Washington, D.C.)
January 20, 2022
Cleary Gottlieb alumni often reflect upon their time at the firm with fondness and gratitude.
Jelena Madir, General Counsel at Gavi, the Vaccine Alliance, shares some of her thoughts below.
When were you at Cleary, what group were you in and why did you choose Cleary/the group?
I was at Cleary’s Washington, D.C. office as a summer associate in 2002 and then an associate from 2003 to 2006. I worked primarily in the structured finance group, although like just about everyone in the D.C. office, I also worked on several antitrust cases. What attracted me to the structured finance group was Cleary’s track record as an advisor on a number of innovative financial products, including the pioneering of the likes of the first collateralized mortgage obligations (CMOs), collateralized bond obligations (CBOs), real estate mortgage investment conduits (REMICs), interest rate swaps and currency swaps.
Tell us about your path from Cleary to where you are now.
After Cleary, I moved back to my native Croatia in order to be closer to my family. That proved quite challenging on the professional front, given the small size of the market and the fact that I did not study law in Croatia, but in the U.S. So, after two years of working for a commercial bank and for DLA Piper’s office in Zagreb, I was ready to return to private practice in a bigger market. I joined Shearman & Sterling’s equity capital markets team in Frankfurt. Unfortunately, my timing could not have been worse: I started in May 2008 and lost my job six months later since the capital markets work “fell off the cliff” in the fall of 2008.
In early 2009 I joined the European Bank for Reconstruction and Development (EBRD) in London, where I stayed for 11 years and held several roles: For the first six years, I worked as a transactional lawyer on a variety of projects in each of EBRD’s countries of operations and in every sector, ranging from future flow securitizations to project finance transactions and investments in listed equity. Moreover, for nearly ten years at EBRD, I also served as the Secretary to EBRD’s Sanctions Committee, which resulted in a one-year secondment in EBRD’s Compliance Department, where I led the revisions of several policies: the Sanctions Policy and Procedures, the Rules and Procedures for Nominee Directors and EBRD’s rules on insider trading.
During my last three years at EBRD, I had the privilege to head up the Financial Law Unit and oversee EBRD’s technical assistance projects in the areas of access of finance, corporate governance and insolvency. I also spearheaded the development of EBRD’s FinTech law practice area, led the drafting of EBRD’s strategy papers on FinTech and digitization and was given an opportunity to go on secondment to the Bank of England, where I deepened my knowledge of payments regulation.
Finally, as the General Counsel of Gavi, the Vaccine Alliance (Gavi), which I joined in November 2019, I am responsible for a wide range of legal issues – from employment, insurance and procurement matters, all the way to contracts with pharmaceutical companies, other international organizations, governments and a variety of private sector partners. I am also a member of Gavi’s Executive Team.
What do you appreciate most about each of these experiences?
The immense intellectual challenge of continuously learning new things and developing expertise in new areas. For example, when I started working in a Croatian bank (as a non-Croatian lawyer), I had to quickly master the local capital markets regulation and got a wonderful opportunity to serve on the working group tasked with drafting the new Capital Markets Act in Croatia. This experience then prompted me to write a book on capital markets for the Croatian market (Tržišta kapitala). Similarly, during my work as the Secretary to EBRD’s Sanctions Committee, I delved deep into the sanctions regimes of multilateral development banks and published the book Sanctions Regimes of Multilateral Development Banks: What Process Is Due? I carefully studied FinTech regulation during my time as the Director of EBRD’s Financial Law Unit, which led to my editing and co-authoring the book FinTech: Law and Regulation, which is now on its second edition.
What do you enjoy most about your current job?
Advising on lots of complex legal issues with lots of variety, as well as working in a fast-paced environment. I have unique visibility into all aspects of the organization’s activities and am therefore a strategic partner to business, while at the same time safeguarding the organization’s interests.
People may have seen Gavi in the news recently for its impressive work in vaccinating almost half of the world’s children against deadly diseases, and taking on COVID-19 by co-leading COVAX. What legal issues have you faced? Did your Cleary training help you at all during this time?
Covax is essentially a global risk-sharing mechanism for pooled procurement and equitable distribution of the COVID-19 vaccines. It is a project of huge scale, enormous complexity and significant legal risks. It includes Gavi entering into agreements with over 150 governments, guarantees with a number of countries and commercial banks, advance purchase agreements with numerous pharmaceutical companies, procurement agreements with UNICEF and Pan American Health Organization, and a range of financing agreements with a number of multilateral development banks.
Given that high-income and upper middle-income countries are participating in Covax on a self-financing basis, their payment default to Covax represents one of the biggest risks. As a result, we have had to negotiate different insurance products in order to allow Gavi to pre-purchase vaccines in bulk without putting our core assets at risk if self-financing countries default.
Another significant challenge concerns the fact that, because of the pressure to urgently develop COVID-19 vaccines, pharmaceutical companies have been requesting that they be indemnified for losses incurred in connection with claims related to unexpected adverse effects. The question therefore becomes who will pay compensation if a vaccine causes unexpected adverse effects and what will happen to the vaccine supply to countries that are unable to provide satisfactory indemnification to manufacturers? Moreover, with a number of international financial institutions (including the World Bank) funding various programs for countries’ procurement of COVID-19 vaccines, the countries’ inability to meet the manufacturers’ indemnity requirements could impact the success of these programs.
In order to resolve this conundrum, through the Covax Facility, Gavi and WHO set up a no-fault compensation program for COVID-19 vaccines for the 92 lower-income economies eligible for support under the Covax Facility. As the first and only vaccine injury compensation mechanism operating on an international scale, the program represents a significant boost for Covax’s goal of equitable global access to vaccines. It is funded by a small levy on each dose supported by the Covax Advance Market Commitment program. I think that my Cleary training, which taught me excellent problem solving and drafting skills, certainly helped me navigate the novelties of this complex project.
Do you have any favorite memories from your time at Cleary?
I can’t really single out a favorite memory. What I enjoyed the most, however, was working with an incredibly eclectic, talented and dedicated group of lawyers, who were always committed to providing clients with the highest quality advice on the most complex legal and business challenges, whether domestic or international.
What skill/substantive area of law/or personal experience did you learn at Cleary that has served you well after your time at the firm?
Without a doubt, it was commitment to excellence and extremely rigorous analytical and drafting skills.
What advice do you have for a young Cleary associate who may want to pursue a similar career path?
As I said earlier, my career path was not exactly linear or planned and I ended up transitioning in-house earlier than planned. I would advise those interested in pursuing a career in a public international organization (or transitioning in-house in general) to try to work on projects with their target organizations and possibly even seek secondments in those organizations. You always have a much better chance of being hired for a permanent role if you are a “known entity” and your future colleagues have seen your work and already know you would be a good fit in the organization.
Also, your role as an in-house lawyer is ultimately to protect your organization. So, before taking a position in an organization, I think it is crucial to assess whether your personal values are aligned with those of the institution that you are considering joining.
What advice would you offer any young associate that you wish someone had offered you?
Treat every job as a chance to learn something new and acquire a new skillset. Even if it’s not a perfect job, keep an open mind because every new experience along the way builds up the foundation and can lead to another opportunity.
Learn more about Cleary’s global alumni network here.