About

What are the most important transactions and litigations that you have been involved in during the last two years?

In the last three years, I have been through two successful mergers where the company has grown from 250 to 1,000 employees. During this time, I have been the only in-house lawyer. To manage the increased workload, I have conducted major training programmes and established fast-track approval processes. As far as litigation goes, I have successfully supported in avoiding legal proceedings by establishing a settlement agreement in a major project.

What would you say are the unique qualities required to be successful as an in-house lawyer in your industry?

Commercial skills, the ability to apply legal principles pragmatically, ability to work with a wide variety of stakeholders while prioritising workload to provide maximum business value, as well as delivering consistently to deadlines and reacting positively to changes and conflicting priorities.

What method do you employ for legal risk management? What advice would give a general counsel in the implementation of a new risk management system?

Making proactive changes within the company that lead to an ability to control risk, so more of the company’s resources can be used to further the business planning and development. This includes quality assurance and quality control methods for reducing unwanted risk, preventing breach of contract and for avoiding negligence, as well as compliance planning. When implementing a new legal risk management system, top management should ensure legal risk management becomes an integral part of the overall risk management, the culture of the organisation and everyday business practices. Adopt the principles of ISO 31000.

Do you have any effective techniques for getting the most out of external counsel, in terms of how to instruct them?

Learning by fire. My experience is that most people give their best performance when they are given responsibility, instructed to use common sense and learn from it. 

What advice can you give to general counsels about the importance of pre-contract involvement between the legal department and the rest of the business?

In-depth contractual risk analysis requires an inter-disciplinary team of experts, covering legal, financial, technical, market and other perspectives. The legal department can play a key role in this respect. Get involved as early as possible and once you get your foot in the door, they will not let you leave the room.

Looking forward, what technological advancements do you feel will impact the role of in-house legal teams in the future the most?

Automated contract review tools based on AI (for certain types or parts of contracts) and legal chatbots.

What can law firms do to improve their services to the legal department?

Find the right balance between a traditional legal approach and a commercial approach, understand the risk tolerance of the company and advise accordingly.

FOCUS ON:

Contractual efficiency

Why is it that we sometimes spend a lot of time and money negotiating agreements, thinking we have covered all the bases, and once the deal is signed things still go wrong? The reasons are complex, of course, but reports from the International Association for Contract & Commercial Management (IAACM) might shed some light in the darkness that is contractual freedom.

Their recent analysis and surveys show that 56% of contracts were based on wrong templates, a whopping 88% of business users find contracts difficult or impossible to understand and 51% of experienced negotiators were wrong in their understanding of the law relating to key contract terms.

IAACM further reveals through their report “Most Negotiated Terms 2018” that we too often churn out agreements with limited practical application by spending time and money deliberating over things that might occur, but rarely do, while paying little attention to the things that actually will go wrong and cost us money. For example, the top two most negotiated terms in 2018 were limitation of liability and indemnification. However, the top two terms considered the most important ones were scope/goals/specifications and responsibilities of the parties. Finally, the top two terms causing most claims and disputes, were price changes and late payment. This disconnect shows that negotiators are not necessarily focusing on the issues that really matter.

In addition, there are often many different stakeholders in a negotiation whom have different views of what forms the important parts of an agreement. The procurement department may be happy if they can report a sale on their standard contract templates, the finance department may be happy if the business case projects acceptable revenue and margins, while the CEO is happy as long as the contract is signed.

When manoeuvring this slippery slope as general counsel, I try to spend my time minimising ambiguity in areas such as scope, change management, detailed governance and escalation procedures. I also try to ensure every contract clearly answer these five questions:

Who is obligated to perform?
What is the obligation?
By when must the obligation be performed?