“Boards expect GCs for Guidance beyond Legal” – Avneesh Chopra, Head Legal & CS, Valvoline Cummins Pvt. Ltd.

In-House Counsel

“Boards expect GCs for Guidance beyond Legal” – Avneesh Chopra, Head Legal & CS, Valvoline Cummins Pvt. Ltd.

Lex Witness Bureau | January 2023

Briefly, Tell Us About Your Role In The Organization And The Mandates You Handle?

I lead the Legal, Secretarial & EHS functions at Valvoline Cummins Private Limited, a joint venture company with equal holdings with Valvoline International Inc. & Cummins India Limited. We manufacture, market & distribute automotive lubricants, transmission fluids, gear oils, hydraulic lubricants, automotive chemicals, speciality products, greases, and cooling system products in India, Bangladesh, Nepal & Bhutan.

I, along with my talented team, am responsible for providing strategic legal guidance to the businesses (B2B & B2C). I work very closely with the business leads, company leadership and the Board to

manage business risks to protect the brand and reputation of the company and shareholders; and
plan and execute legal strategies to achieve the business objectives of the company.

Tell Us Something About Your Journey So Far As A General Counsel In India?

I started my corporate journey in the year 1996 as a management trainee with Dabur. This was followed by multiple managerial roles in Escorts Finance, Onida, Ricoh, Wave and Ford before joining Valvoline Cummins. Over the years I got numerous opportunities to work on complex projects e.g. in Escorts Finance I worked on more than 1500 litigations mostly recovery matters along with 4 member team. At Ricoh, I led the completion of the merger of Ricoh (A BSE listed company) with Gestetner (also a BSE listed company) as the Company Secretary and successfully listed the merged entity on BSE as well.

Throughout my 24+ year career, I have been a partner to the business and took on challenging roles in various industries e.g. consumer durables, office automation, real estate, automobiles, FMCG, etc. I partnered with the business heads and CEOs of various verticals to consolidate various assets and companies under a single entity including doing new acquisitions, finance and funding tie-ups, negotiation of high value construction and long-term contracts.

Another learning experience, I would like to share is my stint with Ford in 2013. In Ford, I worked extensively with cross-functional teams to set up the green field manufacturing plant at Sanand, Gujarat, which involved not only compliance, but also management of external resources, liaison with government officials, designing & customization a local law compliance management system and strengthening and internalizing legal systems, policies and processes and aligning with global practices. Ford also provided me an opportunity to stay in the USA to understand American culture and study American laws. At Ford I worked with business leaders and lawyers across the world and we worked extensively on labour matters, privacy laws, competition laws, litigations, global purchase contracts for every part, which goes into the vehicle and future vehicle launches with new features and innovations. This experience and exposure helped me to take decisions in India, as I knew the global ramifications of the actions & decisions.

Coming to my current position, I started working with Valvoline Cummins in the year 2020 when the pandemic was at its peak in the country. Valvoline Cummins has vast footprints across 20 states in India with a manufacturing facility in Maharashtra. During the pandemic period, our biggest success was to quickly resume operations and then safely operate our manufacturing facilities and warehouses. Each Government order placing or relaxing the pandemic restrictions kept us on our toes and, demanded great adaptability and agility from me and my team.

I am proud to state that despite multiple challenges caused by the pandemic, we maintained uninterrupted service delivery during that time. We also started the process of implementing legal technology solutions and successfully implemented a compliance management system, which has improved the structure and control over compliances and given top management and the board visibility into risk and compliance management. By 2023, we are confident to adopt additional legal technological tools for managing contracts and lawsuits.

My fundamental thought process is to lead with a “solution oriented” mindset. To do this, I and my team ensure that we get involved right in the initial stage of any project so that we can partner, collaborate with the business, and nudge them to explore/ evaluate alternatives, thereby getting to a ‘winning solution’ and managing the risk to the organization. The mandate and expectation are to be proactive, agile and creative and come up with alternatives within ethical and legal boundaries.

Do You Feel That The Role Of General Counsels Is Evolving In Today’s Business Scenario? And If So, How?

In my view, the General Counsel (“GC”) role has already evolved, and it is very different from the role performed by GC two decades back. In today’s scenario, GCs are expected to advise on more matters that may be grounded in law but extend to other areas, including brand protection, privacy, cybersecurity, and strategy development. The Boards are looking to the GCs for guidance beyond legal and expect help from them to meet commercial objectives – and have a strong sense of the opportunities in which the organisation can be led.

The fact is that GC’s role is further expanding as companies of all sizes are experiencing an increased focus on environmental, social and corporate governance (“ESG”) issues, such as climate change, social justice, diversity and inclusion, and overall corporate responsibility and sustainability and the present GCs are called upon to lead and navigate these issues.

Today and in the coming years, GCs will be expected to be aware of lot more than just laws. They will have to understand the business from all angles, be involved in decision making including things like technology and data protection. They will need to be a trusted partner for business leaders and contribute to the growth of organizations in multiple ways.

What Are The Key Challenges That General Counsels Have To Deal With On A Regular Basis, Irrespective Of The Industry Sector?

There are numerous challenges that General Counsels face irrespective of industry. Some of the challenges that come to mind are:

to keep track of changing laws and make the organization ready for compliance.
to make the business understand the legalities and nuances of the contract in a simple manner and then negotiate the contracts.
to prepare and deal with any cyber security and data privacy matters.
to educate themselves on new technology and examine its impact including blockchain, artificial intelligence and big data on our business and develop the right skills and team to deal with those matters.
to deliver more with less manpower with tight budgets.
to deal with the hiring, retention, development and growth of the team.
to continue to build a strong ethical culture and educating your people on the “why” and “what” of business integrity.

All these issues make the life of GC more interesting and challenging. We learn new things and look ahead and anticipate problems and issues further down the track and prepare a road map to solve the same.

What Are Your Thoughts On Improving Synergies Between Law Firms And Corporate Inhouse Legal Teams?

When I look externally for legal support it is generally to address a substantial business risk in an area of the law where we do not possess sufficient internal expertise and the litigations, which cannot be managed by In-house lawyers in India. Having worked with many law firms over the years, I have a clear preference for those that help to mitigate risk and offer their expertise with relevant issues. The GCs/ In-house legal teams wish to work with people who can complement skills and are able to untangle complicated issues and come up with simple and practical solutions. Communication plays an important role, and we prefer counsels who can be concise and to the point.

To enhance synergies between the law firms and in-house legal team, the following are some of my suggestions for law firms:

An external legal team needs to be responsive and time efficient. They should provide opinions/ advise at the earliest while avoiding unnecessary costs.
They should understand the concerns of GCs/ In-house legal team- understand our perspective and come up with required solutions to address the problem statement.
be upfront, candid, honest and transparent in their views & opinions and not take a conservative route to protect their image & reputation for the risk which is unknown on the date of the transaction. The law firms need to appreciate that the GCs / In-house legal team know the business of the company better than the law firm and also knows what the company wants and needs.
to read and understand about GCs/ In-house Counsel and the business environment he / she operates in.

And for In-house team the following are my suggestions:

to team up with a law firm proactively may allow opportunities to provide better advice to the business and not just address issues after they arise.
to define clear objectives and scope of the engagement.
to identify the law firm that will be best suited to do the work and the specific individuals who will be required to staff the specific engagement.
to identify internal resources that you will make available to outside counsel throughout the engagement.
to share information and knowledge.
to agree on the fee structure and anticipate the legal cost for the entire assignment and explore alternative fees arrangements
evaluate law firms’ cybersecurity safeguards.
use digital tools to enhance collaboration and provide law firm performance feedback for underperformance and scope of improvement.

It is also prudent to review and reset expectations from time to time. This can be done annually, or often, depending upon the perceived need. The point is that just because expectations have been set doesn’t mean they will remain that way for eternity. Both law firms and In-house legal teams need to collaborate and supplement each other to achieve the common goals for the company.

What Are Some Of The Key Tools That General Counsels Can Use For Continued Learning Education (CLE)?

I am a big believer of continuous learning. You will find me reading every single day. I think if you are in a legal profession, then you must be a lifelong learner. It is essential for the General Counsel/ lawyers to update their legal skills throughout their careers to ensure that the advice they provide is legally accurate and reflects best practice. Now a days there are multiple ways to update yourself like legal magazines, participate, attend or listen to recorded conferences, podcasts & webinars, enrol for certification courses, look to collaborate with the other GCs in your network on the emerging legal issues. One of the simplest and most effective ways of keeping abreast of change happening in your business and law is to use Google Alerts and read & subscribe to good law firm’s newsletters and alerts.

Any advice for someone exploring a legal career as an in-house counsel?

Though the basic qualification to practice law is the same for in-house counsel and being a counsel in a law firm, however, both experiences are very different. The business of a law firm is the law and in-house counsel work as one of the functions within an organization with focus is to further the organisation principal lines of business. In-house counsel is adjunct to the businesspeople and must work to advance the same goals within a legal framework. My advice to anyone exploring a legal career as in-house counsel is to evaluate and determine the motivator and driving force behind the decision. If you choose to be an in-house counsel, especially young lawyers has to be patient and try to learn more and more about the business besides law.

The in-house counsel affects the full range of corporate laws, and you will get exposed to issues and matters emerging out of antitrust law, international trade, corporate securities, tax, real estate, government contracts, ethics, privacy, and intellectual property as well as the standard contracts and employment law and other issues and matters of business.

To succeed as an in-house lawyer, you need to be proactive & flexible, find solutions and communicate them in a concise and simple manner, understand the business & industry, collaborate more with the business, build trust and relationships, and ensure alignment of expectations and communications and be a learner always. In today’s dynamic environment, you must think and act as entrepreneur. In addition, you should have a strong ethical foundation and the ability to provide guidance when making difficult decisions and in times of conflict and challenges.

The Casual You

Favourite Gadget – Ipad
Favourite App – LinkedIn
Favourite Automobile Brand – Ford
Favourite Writing Instrument – Parker Victor
Favourite Holiday Destination – Kerala
Favourite Cuisine – South Indian

(The views expressed in this interview are personal and have no bearing on the company he represents.).

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