In House Counsel Is The Gatekeeper Of Corporate Conscience: Dr Rajesh K. Sehgal, Director & Head - Legal, Trina Solar

My address this afternoon is focused precisely on the current challenges facing by the modern in-house lawyers, and the skill he or she needs to stay relevant. I should come to that briefly, but before that allow me to give a brief background about myself, my journey so far in this counsel role. Well, I have donned different hats, journey has remained very fruitful, rewarding and very satisfying. I started my career with the biggest infrastructure in India. I also had opportunity to represent world’s biggest NGO and wildlife WWF as the legal counsel, and also inter- governmental organization like British High Commission as its strategic advisor. 

I also worked with a law firm, Fox Mandal as a partner for five years. Subsequently, I choose in- house role with Asia's largest utility, and now I am with Trina Solar, looking after all of Asia Pacific. Trina is the largest solar manufacturer in the world. We also establish more than five- gigawatt capacity of projects across the globe in 20 countries. So, having said that, this journey is very rewarding. 

I just want to share one or two important milestones in my career, one, definitely I would like to share the dedicated freight road corridor which Mr. Prime Minister has recently inaugurated, I participate in the concession agreement on the side of DFDL.

 Another one which I must highlight is very thrilling opportunity to work in a difficult terrain like Afghanistan when we represent Steel Authority led consortium to develop a world's largest iron ore mine in Afghanistan. I said it was thrilling because that’s a difficult terrain, no travel insurance provided, and you realize when before taking your flight off to Kabul, somebody got a news that there was a bomb blast last night, near the hotel where we had checked in. then we realized, oh wow this is really thrilling, so you need a travel insurance. But journey so far was very rewarding, satisfying. 

Now, coming back to the journey of the in- house community as a whole.. If we look at the past I believe it would be not inaccurate to say that in- house lawyers were generally perceived as inferior cousins to their counterpart in practice. However, these perceptions become more apparent with the emergence of big law firms in the 80s and early 90s, which become symbols of prestige, and importantly centers of corporate legal representation. At that time, the concept was that partner who does not excel in the partnership firm will come in in-house counsel. 

But, the narrative began to shift in the 90s. With the increasing cost of external legal services, this led business to see more value and purpose in expanding their in- house legal department. This swing inwards gained further momentum in mid 90s, partly as a result of the global economic slowdown, which put a squeeze on corporate spending outside counsel. Look at today, comprising in- house lawyers against their external counterparts, the general consensus is that the reputation expertise gaps between the two is practically non- existent. No doubt the in- house community has clearly come up age, but it's steady progress in the past is no guarantee of its future. How the next chapter unfolds, that image depends on whether we as a member, are able to try in the present. It is that in the mind that I turn now to see the trends part in the landscape for in house, legal lawyers today, as well as the qualities we should strive to cultivate, to deliver sustained excellence in the new environment. I will make a couple of very quick broad observations in this regard. 

First and foremost, skill that allows them to operate with confidence as to Enterprise Risk beyond their own jurisdictional silos. What that means is, again this backdrop, the Modern House lawyers will come under increasing pressure to expand his or her skill beyond simply being able to provide technical legal advice on domestic matter that is now the baseline, rather than the ceiling of corporate expectations. Indeed, as a corporation, expand their global footprint, they are increasingly looking to their in- house teams to advise on matters which carry multinational dimensions, an important area in this regard is global regulatory compliance. It has become the biggest challenge due to globalization of risk, and it becomes critical for in-house lawyers to require at least a basic working knowledge of the general operations of the other legal system to offer timely and effective advice. But that is not all, building up familiarity with other jurisdiction, general legal ecosystem is merely the starting point from which they might then go deeper, to develop an understanding of the intricacies of the regulatory regime that govern their principal areas of business. This is hard work, but there are no two ways about it. An in-house lawyer who either extensively refuses to accept or plainly ignore that, this is what the current reality requires him amid the heterogeneity of law, which I describe myself as compliance tsunami. 

In my opinion, we have to know the environment and we have to understand the sensitivity of the places in which we are operating. This is critical to staying relevant, if I pose an example, I'm a director on various entities in Australian entities, an entity in Singapore, India, Vietnam. Now, my organization expects me to know when I'm the director on the Australian entity that I should know the Australian corporate law rate very well, i know the limitation on the damages in Singapore, i know very well the company law in India to operate general body meetings. So, this is the place, which as multinational lawyers are now we need to raise ourselves a bit. 

The second thought is that in- house lawyers must become adept at operating the growing range of technological tools at their disposal. Let me illustrate with an example, a couple of years ago, many of our colleagues and procedures, comes in knowing this, JP Morgan Chase and implemented a new program called COIN. This is short form for contract intelligence, which runs on artificial intelligence to perform a slew of routine tasks, such as interpreting commercial loan agreements. These tasks, which would previously have taken the banks in- house lawyers and loan officers a total of more than 3000 hours each year to form, can now be complemented in a matter of seconds. Another example, law gigs in another platform for automatic contract review that has been around since now 2014- 15. 

During that time, it was built up as a customer base that is largely made up of corporate legal departments. The way in which the platform works is that, users upload contracts and within an hour of an average, they receive a report that inform them of the clauses that do not meet common legal standard button clauses that are missing and existing clauses that might needs revision. My meaning of saying this example clearly is illustrate that modern legal technology has a wide foot what was potential that cooperation, or on excess shoulder unblocking. Despite the profound changes that lies ahead, lawyers as a whole have generally shown the urgency to move decisively away from old inefficient practices to adopt technology enabled solution. My advice to young lawyers who are listening to this and other colleagues is that they should thrive to become conversant in these technologies, not merely a superficial level, but in the very real and practical sense of knowing how to operate, what is available to their advantage. I think this is a clear statement in the current environment, technological competence is not merely an optional extra but a vital component for lawyers to enable him to start his functions to an acceptable standard. Now, I come to my third observation, which is that in-house lawyers today, must be prepared to step beyond their traditional role of providing purely legal advice to give strategic business advice as well. 

Just to illustrate further with business becoming more sophisticated regulation growing in complexity and technological innovation out spacing legal precedent, corporate exists will increasingly find themselves operating in that uncertain space, where acceptable and unacceptable corporate behavior seems to share into one another. This has driven cooperation to involve the in- house lawyers more directly in the implementation of business decision so that relevant risks are properly identified and manage. Indeed, in- house lawyers, has become a natural focal point, because so often as we sit at the intersection of both corporate entities, and there is no doubt it is widely acknowledged that the benefit of having the GC present at board meetings, is increasingly beyond question. 

We as the modern in-house lawyers must change to meet these shifting boardroom expectations. This requires, first and foremost, a mindset change. We are lawyers by training, and so it is understandable that we should find ourselves, most comfortable in interpreting, applying and advising on the law. But, an in- house lawyers who think that he can insist on confining his role within that narrow ambit is being plainly unrealistic. In this regard, I note that the competency framework, especially business skill as one of the core competencies that the modern user lawyers should possess, for the reasons I've already given.

Before I conclude my address, let me turn briefly to say something about the future. The point I'm about to make does not involve any bold claims or predictions instead, it is an important reminder to the in-house community, that even as the roles continue to evolve with changing expectations and conditions, they must never compromise on their course core identity as keeper of the corporate conscience. This has been our calling card from the start, and it must continue to remain so in the future. I think this is a point worth highlighting, because the demand on in- house lawyers is constantly on the upward trend. 

In-house lawyers today are commonly expected to be all or some of these projects. This includes litigation regulation, business alliances, and outsourcing, Corporate Social Responsibility, compliances, ethics, management of contracts and more. We may change many hats, but we must not forget that the concept of court appointed officer. In the attempt to keep all these plates spinning, you must not lose sight of the need to keep ourselves firmly anchored to a strong ethical base from which we can advise on the business decision of the corporation, dispassionately. I have no doubt that this will assume even greater importance, as in- house lawyers become more deeply integrated within the commercial decision- making process now. There are many examples, but let me return to the point in all of this, which is that in- house lawyers should be careful not to involve themselves to become too comfortable with their principles to the point that they are incapable of objectively assessing and advising on a business decision. 

Note: The automatic transcription has been lightly edited for a better reading experience. Some names and parts of the transcription may carry inadvertent errors that we are in the process of editing. Thank you for your understanding.

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