Teruo Saito – GC Powerlist
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Japan 2023

Healthcare

Teruo Saito

General counsel | CMIC Holdings

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Japan 2023

legal500.com/gc-powerlist/

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Teruo Saito

General counsel | CMIC Holdings

Team size:   12

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

Our legal team has played a vital role in executing multiple COVID-19 vaccination-related contracts with local governments and municipalities across Japan. Many new issues for the schemes had to be solved, and urgent and thoughtful responses and teamwork with our business partners and external advisors were required. As a result, the projects made a significant contribution to society. Through our expertise, flexibility and agility, we have ensured the smooth execution of these contracts, sending members in assistant roles at airports, volunteer centers, and welfare facilities, contributing to the efficient distribution and administration of vaccines.

Our legal team was vital in a recent major contract development and manufacturing organisation business merger and acquisition project. This project has been crucial in shaping our group company’s future and finding a strong partner for our business. Our team supported due diligence efforts, structured the transaction, and negotiated contractual terms. This transaction’s departure from the typical share purchase approach was unique. The legal team sought an effective structure with a sense of creativity along with the external counsels to resolve several issues. Our legal team invested significant time and expertise to ensure this innovative structure’s realistic and feasible implementation. We conducted thorough research, analyzed legal and regulatory requirements, and collaborated closely with all parties including external legal counsel. Meticulous attention was given to negotiating and drafting agreements such as the share purchase agreement and subscription contracts, considering all legal considerations.

Could you share an example of a time when your team came up with an innovation that improved how your legal team works and did not come at a large expense?  

Recognising the need to streamline contract management, we developed a new legal intranet. The Intranet enables business partners to access downloadable contract templates, legal information and materials, and receive legal notices efficiently. The contract template page provides detailed instructions on template usage and guidelines for creating complex templates. This innovation has substantially reduced the number of contract template inquiries and dramatically enhanced our overall work efficiency. By leveraging existing resources and expertise within our team, we were able to implement this solution cost-effectively and achieve tangible improvements in our operations.

How important is choosing to work with external lawyers who align with your company’s values?

We ask for external lawyers when we deal with highly specialised matters, such as M&A transactions, cases involving local laws, and pharmaceutical-related laws. Therefore, it is imperative to collaborate with external lawyers who align with our company’s values and make solutions for balancing risk management and risk-taking as a service provider. When we select external lawyers on a matter, we focus on the individual instead of the name of law firm as their expertise, knowledge and experience about our industry combined with their unique personality and way of work is what truly adds value to our company.

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

Building strong relationships with our business partners is a top priority for our in-house legal team. We believe that open lines of communication are essential to fostering these relationships, and we make it a point to be accessible and responsive to the needs of our business partners. Effective communication with overseas business departments can present challenges as a global company. To address this, we regularly organise legal training sessions in their local regions (for nine overseas countries and eleven entities so far) to enhance their legal knowledge and improve contract review. We also conduct post-training surveys to gather feedback and ensure our training remains impactful and valuable.

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