About

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

In leading the legal affairs department, I have provided considerable input and leadership especially during the close-out of engineering, procurement and constructions (EPC) contracts within the TANAP project; as well as the operation agreements with TANAP’s shippers and the interconnection agreements with its interconnected transmission system operators. I have also actively participated in the project financing process through which agreements were concluded with international financial institutions such as IBRD, EBRD and AIIB.

What will be the main focus for the company in the next 12 months and how do you intend to assist with this? 

The main purpose of TANAP is to construct and operate a natural gas pipeline which will transport natural gas from the gas fields in Shah Deniz II to Turkey and Europe. TANAP has already started delivering gas into Turkey and in 2020, its second stage will commence as TANAP will begin commercial deliveries of natural gas into Europe via the TAP System. This process will require significant input from the legal department, in establishing the legal framework of the relevant transactions.

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

In-house lawyers need to assume a proactive and engaging role when dealing with business partners and in doing so, it is important not to take on a purely legal perspective. Counsel should not simply be listing the legal risks but instead try to evaluate the transaction in question taking various factors into consideration. Understanding the counterparty’s motives and interests is key in an open communication and for this, the legal perspective may need to be put “on-hold” sometimes.

Have any new laws, regulations or judicial decisions greatly impacted your company’s business or your legal practice?  

The recent legislation change regarding personal data protection has required the whole company with all its departments to consider certain aspects and implement certain measures in their routine operations accordingly. The awareness raised by this process has led other departments to establish a closer relationship with the legal department which we consider a positive outcome.

What do you feel are the most effective techniques for getting the most out of external counsel, in terms of how to instruct them?  

Providing sufficient information and background to the external counsel is key in obtaining the required opinion and it might be beneficial to involve the technical persons in this process so as to ensure the details of the question at hand are relayed accurately.

FOCUS ON: Investing

The role expected of in-house counsel is one that requires investment. A legal opinion can easily be obtained from either external or in-house counsel, but what makes in-house counsel appealing is the fact that they would be more accustomed to the company culture which is affected by various factors – such as its field of business, size, stakeholders – which may not and cannot always be considered by external counsel. On paper this makes perfect sense, however, in order for it to function in its intended way, companies need to invest in its own counsel.

To further discuss the role of an in-house counsel: An external counsel is more likely to provide a “purely legal” opinion, and therefore such an approach may sometimes be detached from the actualities of the transaction in question. An in-house counsel on the other hand, benefiting from the knowledge regarding the inner workings of the company, is most definitely in a better position to suggest a more practicable and applicable approach. The in-house counsel is better suited to answer which approach is the one that serves the best interests of the company; which may not always be the “purely legal” one. However, in order for an in-house counsel to serve this purpose efficiently, they need to be privy to the commercial and technical aspects of the business, which is where companies need to pay attention.

If one were to glance through any job posting for a legal counsel position, the job description would quite likely include something along the lines of “working closely with the company’s relevant teams to enable them to meet their commercial objectives”, “rendering pragmatic legal advice”, “providing business-oriented legal solutions” or “advising business units and relevant departments to facilitate the business goals”. Yet, more often than not, in-house counsel are not included in the process of the “business” itself and are consulted only at the very end of a transaction, or when a “legal issue” arises.

It is of utmost benefit for the company for a legal counsel to be involved with the commercial and technical aspects of the relevant field of business, in order for them to provide their input so that such opinion can be a “business-oriented” one. This, however, is often overlooked.

Therefore, in order for in-house counsel to serve their intended purpose, the management culture within companies must undergo a change whereby legal counsel are consulted throughout the whole process of the company’s day-to-day transactions, as opposed to being brought in when the matter cannot be resolved any other way.

Legal input provided by an in-house counsel who is accustomed to the practices of the company, its background and previous dealings, its people, limits and commercial interests would, undeniably be of more value to the company as opposed to a simple list of legal risks. For this reason, companies should not only try and include the legal department more in their daily operations, but also invest in their training regarding the technical and commercial aspects of the subject business. Such inclusion and training would also enable legal counsels to communicate the intricate legal details easier, considering that legal aspects of a transaction may at times be difficult to grasp for persons with no legal background.

This, obviously, is a two-sided process whereby legal counsels themselves also need to assume a more proactive and engaging role; however, it ultimately falls on the overall management culture within the company to ensure that the in-house counsels are an integrated part of the company and its dealings. In order for the in-house counsel to factor in the commercial and technical aspects of the business as expected from them; companies need to enable them to do so. The return on such an investment, it seems, is something certain companies are yet to comprehend.