Kellyn Muller – International Materials

When Russia invaded Ukraine, thousands of live international business transactions were thrown into limbo. And some of those involved International Materials (IMI), a commodity trading company that sources and ships raw materials worldwide, primarily serving the cement, wallboard and steel industries. 

The war made Kellyn Muller’s job more complex. As general counsel of the trading company, part of her portfolio involves ensuring that none of the customers and suppliers IMI does business with are sanctioned, and that transactions are compliant with all relevant jurisdictions’ laws. 

“We sourced some product from that region,” Muller says. “So we were not only concerned with sanctions issues related to Russia, but also companies that were partially or wholly owned by Russian entities, banks that may have been connected with Russia, and our vessels that were navigating the restricted waterways that surround Russia, including the Black Sea and the Sea of Azov.” 

As Muller worked to close out those transactions, the Office of Foreign Assets Control, which is part of the U.S. Treasury Department, was racing to add the names of Russian oligarchs to its Specially Designated Nationals and Blocked Persons List. 

“It was almost like machine-gun fire,” Muller recalls. “Because of the rapid escalation of the invasion, we elected to cease business activity in the region.” 

Staying in compliance with OFAC sanctions is a tricky proposition, because even when a company doesn’t appear on the SDN List, it may still be off-limits if a sanctioned individual has a majority stake.  

In addition to monitoring the sanctions landscape, Muller and her colleagues also helped manage navigation of IMI’s vessels traversing the waterways around Russia without compromising IMI’s insurance coverage or putting its cargo at risk. 

Constant compliance vigilance 

Muller calls OFAC “the number one compliance consideration for the transactions that we structure every day,” but it’s not the only consideration. Over the course of any given year, IMI has more than 700 ships on the water, which translates to a lot of cargo and a lot of different counterparties.  

So, running compliance for IMI doesn’t just involve deepening a pool of counsel in Washington, D.C. with a direct line to the Treasury Department, and building up a network of similar experts around the world. It also requires the development of anti-money laundering policies and special vigilance around the Foreign Corrupt Practices Act, an anticorruption and antibribery statute.  

“We train our traders and our commercial team using real-world trading scenarios that could trigger FCPA considerations,” Muller says.  

Combine that with the fast-changing nature of IMI’s business—its counterparties can be added to a sanctions list with no notice—and it adds up to a constant state of heightened alert. For example, while Muller does get notifications concerning OFAC actions and designations, often they are broad or vague and need to be interpreted by an expert, whom Muller has to be able to reach 24/7. 

A multi-tiered approach 

But compliance is just one piece of Muller’s job. She also sees to IMI’s commercial interests (overseeing contracts, for instance), its legal interests (working with outside counsel on any litigation) and its relational and reputational interests (assessing how working with any joint venture or business partner, agent or independent contractor will impact IMI). Then there are IMI’s banks and insurance companies to answer to. 

“It’s a multi-tiered approach,” Muller says. “It’s not one of those situations where you can set up a protocol and have it work perfectly in every situation. You have to be able to make adjustments and recognize issues that may be unique to the situation and address those as they come.” 

Lately, Muller has also been helping explore areas of possible expansion. IMI already trades gypsum, clinker, cement, bauxite, iron ore, copper concentrates and solid fuels, among other products, but the company’s counterparties and geographic territories continue to expand year over year. IMI has never been content to stand still.  

Breaking a glass ceiling 

Muller says her experiences in traditionally male-dominated fields have informed her belief in the importance of diversity, equity and inclusion. She earned her B.A. in communication from Rowan University in 1997 and her J.D. from Rutgers Law School in 2002. After law school, she joined Cozen O’Connor, eventually rising to partner. 

“The focus of my practice was defending insurance companies,” Muller says—specifically, in large catastrophic property loss lawsuits. “It was an area of law that was very male dominated, primarily because you’re dealing with construction, you’re dealing with building materials.” 

At the firm, Muller learned how to think like a lawyer, she says, but it wasn’t until she joined IMI in 2015 that she really learned to problem-solve. She attributes her growth as a commercial practitioner to IMI’s president and CEO, Rob Walsh, who Muller describes as a guiding light, helping her to fine-tune her practical approach to lawyering.  

While Muller sees similarities between the male-dominated realm in which she practiced law and the world of bulk commodity trading, she has broken a glass ceiling at her current company, becoming the first woman to assume an executive management role. And she says when she travels to IMI offices, her female colleagues tell her how much it means to see her representing leadership. 

“With the increase in women who are working for IMI across the world, when I go to these offices, it’s amazing to me to see the effect that I have on the women in our company,” she says. “We have a company that is very diverse; we also have over 31 nationalities represented and significant operations in the Middle East, Africa and Asia. This global outreach makes my role even more powerful. I’m very proud of that.” 

Muller is also proud to have been the first in-house counsel at IMI. She was its only lawyer for nearly three years, and then she began expanding the legal department, bringing on three attorneys, an executive legal administrator and a contracts specialist. Today, legal acts as a partner to the commercial team. 

“Legal has a seat at the table when complex trades are being designed—that’s what I am most proud of,” Muller says. 

View this feature in the Vanguard Summer III 2023 Edition here.