What are the most significant cases or transactions that your legal team has recently been involved in?

One of the most significant recent transactions my team was involved in was the transfer of the entire business of C.P. Retail Holding (CPRH) – a holding company with its assets being company shares, owning one of the largest retail businesses in Thailand and Malaysia. The deal value was ฿218bn.

The transaction covered a large work span – an entire business transfer agreement, share swap process, and legal due diligence on Ek-Chai Distribution System, an operator of a retail business under the name Lotus’s in Thailand and Lotus’s Stores in Malaysia, which operates a retail business named Lotus’s in Malaysia. The transaction also involved public offering; Siam Makro issued new shares to CPRH as payment of consideration for the entire business of CPRH.

How do you see the general counsel role evolving in Thailand over the next five to ten years?

In the next five to ten years, the role of general counsel will be even more stretched than it is today. The ability to assume different roles and responsibilities has always been part of in-house legal counsels’ day-to-day function.

The evolution is already in progress, but I believe it will be stronger in the next decade. The Covid-19 pandemic shifted priorities for many companies. For example, it demanded the company to take more serious steps towards digital transformation. Traditionally, legal expertise is the most important qualification for being a general counsel. But in the next five to ten years, this qualification alone may not be enough to stay on top of the game, as legal work grows more complex and technologically intensive.

The general counsel will be expected to extend more roles and deliver advice on matters relating to digitalisation, cyber security, and personal data protection. In addition, many companies, especially listed companies, will be preparing for Environmental, Social, and Governance (ESG) issues in order to stay responsive to public expectations. This is another responsibility with which general counsel will be tasked.

Furthermore, for a larger company, the general counsel will be assigned as a part of synergy development teams to ensure that compliance and risk management is in place. This role will be expected to provide advice to protect the business and add value to the company.

How do you suggest in-house lawyers build strong relationships with business partners?

I think building a strong relationship with business partners starts with building trust. The role of the in-house lawyer does not just involve the practice of law. In-house lawyers should see themselves as part of the business team. It is crucial to get to know the needs of, and understand the challenges faced by the business and provide practical or applicable solutions.

In many circumstances, in-house lawyers will need to balance risks and benefits, otherwise; they may be perceived as a hindrance. In such cases, it is advisable to work together with the business to find ways through a problem and to achieve set goals. This is how to be a part of business’s inner circle of trusted colleagues.