“GCs are Business Enablers by providing Efficient Legal Solutions” – Ajai Kumar Jain, General Counsel, Godrej & Boyce Manufacturing Co. Ltd.

In-House Counsel

“GCs are Business Enablers by providing Efficient Legal Solutions” – Ajai Kumar Jain, General Counsel, Godrej & Boyce Manufacturing Co. Ltd.

Lex Witness Bureau | January 2020

THE PROFESSIONAL YOU

Briefly tell us about your role in the organization and the mandates you handle?

I am heading the legal function in this 122 years old company with fifteen different Business Units, subsidiaries, affiliates in India and abroad engaged in products and projects business in the segments of consumer and industrial goods. I have a team of around 25 colleagues managing mainly three verticals in the legal function –

Corporate advisory – Drafting, vetting and negotiations of contracts, M& A transactions, strategic advices and knowledge management. We are also responsible for implementation of EU GDPR as well as anti-bribery & anti-corruption policy in the organisation.

Intellectual Property – Managing all issues related to filing, protection and litigation related to Trademark, Patents, Copyrights and Designs. Conducting awareness and training programmes for business on importance of innovation / IPR in creation of value for the business. Regular audit, gap analysis, competitors’ data analysis and learning sessions on monetization of IPR and continuous development of IPR pipeline.

Dispute Resolution – Handling all types of litigations, including, strategic, overseas customers, insolvency proceedings, arbitrations, Real estate, cheque dishonour and consumer complaints etc. Also conducting training programmes for business teams about the basics of litigations and care to be taken in at the stage of contract preparation to avoid litigations.

Tell us something about your journey so far as a General Counsel in India?

I started my career around 35 years back, having initial experience on secretarial compliances, taxation, accounts, treasury etc. working with three Indian companies, till 1996. Thereafter, for next 22 years worked with three MNC’s handling role of company secretary as well as all gamut of legal activities including M & A, EPC contracts, contract vetting & drafting, negotiations etc. Worked with several dignitaries of India and abroad which has a given great learning of the nuance of the legal intricacies, expectation of the board of directors/CEO, do something innovative (generally rare in legal arena) and this has not only given confidence but recognition too.

Do you feel that the role of General Counsel is evolving in today’s business scenario? And if so, how?

The role of GC has really evolved in last few years from simply a legal manager to handle court cases to a senior legal manager who can do value addition in the business by mitigating the business, IPR, regulatory and legal risks. Today GC is participating in the risk & reward of the business. GC’s role is to ensure ‘business should happen’ and no business deal should fell apart due legal intricacies. GC’s must provide business solution within four corners of law. Unless business will happen there is no existence of legal dept itself. With the beginning of globalization and liberalization in the 90s, there is multi-fold increase in compliance level and increase industrialization & cross border transactions, the responsibilities of GCs have increased substantially. Where on one hand GCs play an important role as members of management teams, on the other they are also responsible for advising on compliance, complex M & A transaction, strategizing business opportunities by embracing modern processes and technological solution as enabler.

Transition from Cost Centre to Profit Centre – Since the corporate culture is focused on performance and values, GCs today are well positioned to contribute to organizational performance. They are best suited on building the in-house team rather than on outsourcing the services of an external law firm. This helps them in controlling legal costs and impacts the profitability of the organization. Finding such ways to generate revenue within the company makes the in-house legal department profit-centric. There were many situations, where the initiative of legal department has entailed lot of tax, stamp duty and transaction cost savings. Thus, we are no longer a cost center but a profit center.

What are the key challenges that General Counsels have to deal with on a regular basis, irrespective of the industry sector?

Growing with the Business – The General Counsel should be thoroughly familiar with company’s operations, financial results, and objectives. One of the most successful ways to build Business’s confidence is to think like a businessperson, not like a lawyer concerned only with legal rights and liabilities; act like a member of the management team, not like a legal technician.
Marketing the Department – Run a law department that is “user-friendly’ so that business will look forward to partner with the legal team in growth of their business. Each member of the legal department should convey the sense that the principal reason for its existence is to assist employees in meeting the corporate objectives.
Prioritizing Time – Matters having strategic importance or corporate-wide implications and matters involving significant financial exposure should be given priority. Ethical issues and matters which might entail adverse publicity, liability or embarrassment to the corporation should also to be handled on priority.
Building Knowledge Capital – It is also a challenge to keep updated with the changes in law and in commercial world and how to make technology a support to legal function.
Managing Team & Cost- Retaining and keep motivating the good talent is also a big challenge. Optimization of the department resources, standardization of advice, selecting, managing and evaluating external legal services, and their cost is continuing to be a challenge.
Maturing into the role of General Counsel
Financial Acumen: General Counsel needs to have sound knowledge of finance, accounts and tax.
Communication & Negotiation Skills: General Counsel need to have competency to synthesize and simplify legal points clearly & promptly.
Mitigation of Risk: Pro-active approach of mitigating Regulatory, Legal, IPR & Business risks.
Decision-Making: The General Counsel should be a decision-maker instead simply an advisor.

What are your thoughts on improving synergies between law firms and corporation in-house legal teams?

The In-House lawyer inevitably knows the business better than would any Outside Lawyer. The In-House, employee lawyer has more ‘skin-in-the-game’ and more to lose if his solution does not work. However, every transaction requires a specialist and there is a possibility that in-house counsel may not be having that expertise but external is having and that is not only useful but also mitigate the risk in the transaction/business.

General counsel must understand that when to involve the external lawyer and how best to use them and for that he must have good relationship with the external lawyer so that they understand the business/competition and industry in better way and thus their advice will also be more fruitful. In summary, GC has to maintain a judicious balance of capabilities of in-house lawyer and external lawyers for the win-win situation.

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

Young lawyer’s pursuing career of inhouse counsel should have sound knowledge of the contract Act, corporate law, specially the laws applicable to the company with whom they are going to work. As you grow in the career, the softer skill makes much more difference than the harder skill, therefore young lawyer should be pro-active, having good communication and analytical skills, believes in beating the deadlines, understand the needs of the business etc. Need to be confident, problem-solving approach, hardworking, team player and good data analytics skills.

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App – Facebook
Automobile Brand – INNOVA
Writing Instrument – Mont Blanc
Holiday Destination – Alps mountain range
Cuisine – South Indian

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