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

As a strategic investment holding company constantly seeking opportunistic acquisitions, pursuing distressed asset acquisition targets whose businesses had been impacted to the brink of bankruptcy by the Covid-19 pandemic became the focus of the legal team over the past 12 months.

Distressed assets are unique as they are generally sold on an “as is where is” basis and with time being of the essence to complete. With our particular cases, there was often little time to conduct proper due diligence and representations and warranties were limited. With such little visibility and protection, which basically meant “let the buyer beware”, the focus was ultimately on developing a more comprehensive contractual framework to manage and mitigate the risks of such acquisitions from a buyer’s perspective.

With the support of external counsel, we reached agreements that addressed our additional risks as far as practically and legally permissible. We eventually managed to close some but not all acquisition deals. Responsible lawyering means working closely with our business partners to assess when we can close deals and when the odds are too great and so we must walk away. This decision is an art that we constantly strive to get right.

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

The development of the legal sector in Thailand is expected to follow international trends. This involves the push towards adoption of digital technology, a more complex regulatory environment, demand for greater cost efficiencies, the focus on delivering value and embracing ESG issues. With these driving forces in mind, a fundamental change in this role is expected.

The general counsel of the future will be working remotely, deploying digital tools to support legal operations management, using data analytics to conclude transactions, and focus more on legal strategy and client experience. Teams will be smaller with an optimal maximum size of 4-6 personnel, working in separate teams in two opposite time zones to double the response time. All cases will be administrated by an AI system over the next five years that will continue to learn and eventually take over and become the company’s perpetual general counsel after 10 years.

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

In-house lawyers are generally proud of their knowledge and skills and consider themselves to be in a noble profession with the world revolving around them. But we should also recognize that we are part of an ecosystem, and our clients are our business partners. To build strong relationships requires a ‘paradigm shift’ from a silo mentality to a relationship based one.

Some useful tips to achieve this connection include firstly taking time to listen more and engage with business partners to see the bigger picture and their strategic objectives. The next step is to identify the issues clearly and deliver a solution-oriented response. In this response, it is important to get to the point and to also explain the rationale to it. And remember that your business partners are not always also lawyers and therefore communication should be in plain English and not legal jargon (try taking a Plain English for Lawyers course to help). Finally, be transparent with your priorities and availability to respond in order to manage their delivery expectations.

In general, what would you like to see change about the external law firms you use?

The emergence of in-house counsels has resulted in changing relationship dynamics between law firms and their clients. No longer are they dealing with non-lawyers but are now serving a client representative who is also learned in the law. It is therefore important to know what in-house counsels expect and appreciate in order to adapt and become the external law firm of choice.

Among the changes in-house counsels seek from external law firms would be more transparent fee structures and options such as capped fees and contingent fees. Being timely to turnaround legal opinions and documents is also important. External law firms should also demonstrate familiarity with the business and present not only proficiency in legal aspects but also present availability and stability of such talent. Any external law firms embracing ESG practices would also give an angle of appeal. Since there can only be one winner in each selection process, adapting these concepts can increase an external law firm’s chance of being selected for work.