THE PROFESSIONAL YOU

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

As the General Counsel for India and South Asia, I am accountable for Legal and Secretarial functions of Nissan’s India and South Asia business conducted through NMIPL - Nissan Motor India Pvt. Ltd. (marketing, sales and distribution entity with corporate office in Gurugram) and RNAIPL - Renault Nissan Automotive India Pvt. Ltd. (manufacturing plant in Tamil Nadu - JVof Nissan & Renault producing car variants for Nissan, Datsun, and Renault). As the management committee member, I advise on all strategic matters for India, South Asia and, at times, matters with regional and global relevance for Nissan.

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

The journey has been exciting, to say the least. At Nissan, I have had the opportunity of being involved in multiple roles concurrently across various businesses and internationally. Initially, I was handling matters relating to Africa, Middle East and India and then led the legal & secretarial department of Nissan Digital India LLP (NDI), an IT/ITES Global In-house Center in Trivandrum, Kerala to support technology innovation across Nissan globally. I was the Non-Executive Director (shareholder nominee) at Hinduja Tech Limited, a Hinduja Group company, representing Nissan’s interests. Since 2019, various leadership changes were undertaken in India with a vision to strengthen our presence. I took over as the General Counsel while on my international assignment at Nissan’s global headquarters in Yokohama, Japan where I was advising the Global CIO (IS/IT), business units of Connected Cars and New Tech. Vehicles, on technology contracts and operations. The India transformation has been phenomenal especially with the launch of Magnite, garnering multiple awards and crossing 77K bookings. I am grateful for having been part of this amazing success. In India, to effectively support business needs, we took steps to elevate the legal department’s work culture and enhance internal client relationship. The first major change was to have the team mature as advisory to the management with an ability of proactive risk foresight. Second, was to be business enablers which required a change of mindset and understanding of how our work contributes to the organization’s success and revenues. Thirdly, we introduced a process-oriented approach with more streamlined workflow to avoid confusions about ownership, timelines, and deliverable. Fourth, to be transparent about thoughts and approach. Fifth, learn budget management. Sixth, to take ownership to go forward.

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

The role of the General Counsel continues to change rapidly. In the past, we may have been thought as a subject matter expert, consulted on specific legal issues. This has changed. We, now, are expected to have and provide holistic advice, manage risks, and ensure compliance. We are looked-upon as an enabler, advisor to the Board and Management supporting business to meet its commercial objectives. We need to have a strong understanding of the current market conditions and a keen foresight for risks assessment and mitigation.

Particularly after Covid-19 and semiconductor shortage, every day, we stepped into the unknow with our resilience, hope and faith. In many ways, the evolution was forced upon us. Ideas which may have been forestalled earlier, probably because of traditionalism or conservationism, have now exploded with a 360-degree impact. And look at where it got us, we are more open and receptive to new ideas and concepts. Businesses are having to reassess everything, including, product offering, production capacity and schedules, supply chain management, cash flow, customer acquisition and retention, sales targets and forecasting, customer expectations, customer purchasing strength and intention.

Whether it is bureaucracy, traditionalism or conservationism, everything got busted. This dramatic paradigm shift has forced us to reimagine everything. Unlike before, we are now providing creative business-oriented solutions, pro-actively mitigating risks, accepting technology as an enabler, maintaining strict budget, etc. In my view, this was long overdue and may only be the beginning, there is much more to do and achieve. Everyone will have to keep pace, those who do not, run the risk of being left behind or becoming redundant.

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

The General Counsel is expected to be available for advice on all types of matters, known or unknown. On a regular basis, we face the following challenges:

Risk and Crisis Management: A crisis may strike without warning but the reasons leading to a crisis can be anticipated. The challenge is to correctly identify a potential risk before it turns into a crisis.

Regulatory: New laws are not only being introduced but also being written by judicial activism. Change is regulations and laws bring the challenge of compliance. The brand reputation risk associated with being a non-compliant corporate is far too high and unnecessary.

Technology: Business now happens 24x7 across geographies. The speed of operations continues to accelerate.

Transactions happen online, social media is always alive, and technological advancements are never ending. We need to act immediately on matters as business is always under the microscope.

Cyber and Data Security: What started with General Data Protection Regulation has turned into a behemoth challenge. Almost all countries have some sort of data protection law with onerous obligations and liabilities on businesses that process/ hold customer and employee data. The cost of non-compliance is set too high for anyone to fail. As consumers awareness increases, it is vital that organizations maintain proper checks to maintain cyber and data security. These are not your regular IT issues. The challenge is to ensure that the General Counsel is involved in all discussions about policies, checks and balances, audits, and crisis response. The legal impact of an actual data breach can be very damaging.

Ethics and Behavior: A primary criteria for an organizations’ success is the culture where ethical values and behaviors are embedded. Moving above from having individual vision to a more cohesive corporate culture. It is important that all employees including management representatives conduct their business in an ethical manner as per the organizations’ code of conduct and in compliance with laws. Any lapses can have severe damaging effects not only for the employees but also the organization.

Globalization: Cross-border, multijurisdictional transactions are complex and give rise to multiple legal complexities. The challenge it to be aware of the political and cultural environment in countries where the organization operates. Regulations may change overnight which require quick action and adaptability. Having to deal with different regulations across geographies can be stimulating in cross-border transactions.

Intellectual Property: The biggest challenge here is the ability to enforce IP rights. This is a significant task as everything is information based and available over the web. Plus, there is more demand for openness and sharing of IP rights. Again, the challenge comes in because IP laws are different across jurisdictions.

Litigations: Irrespective of the nature, litigation is always a task and a threat to any organization. Some top examples include, labor and employment litigation, commercial disputes, regulatory noncompliance. The challenge of handling multiple litigations with varied impacts and uncertainty of outcome can be overwhelming, at times.

Budget: The General Counsel are under pressure to do more with less. The ask for us is to provide creative solutions, enhance performance, processes and work quality.

What are your thoughts on improving synergies between Law Firms and Corporate In-House Legal teams?

There is always scope for improvement. The need is for the in-house lawyers to help law firms drive value with their structured and business focused advice. This may not come organically to the law firms and the in-house lawyers must lead the way. Once the rapport is set, it would work seamlessly as a well-oiled machine and bring a competitive advantage. Outlined here are some suggestions which can help foster a long-term mutually beneficial relationship between law firms and in-house lawyers: >One Team: An in-house lawyer and the law firm, once engaged, are part of the same team with the sole aim of providing clear advice/solution to the organization. This should always be remembered. They must be transparent about their expectations and limitations which will help foster a long-term win-win association beyond one or few transactions.

Good Enough is Good: In-house lawyers mostly look for a good enough business-oriented solution backed by sound risk assessment with clear understanding of business requirements. They may not always need a dissection of the law or scenario/matter at hand. The fallacy, at times, happens because law firms strive for the best and may not have complete knowledge about the business. This can lead to an analysis paralysis situation which is not ideal for anyone involved and should always be avoided.
Clear Communication: Communication is key, and it starts with the in-house lawyers first. Instructions and business context must be communicated clearly along with the expected deliverable. A law firm cannot give cogent advice if the background is incomplete or incorrect.
Budget and Timeline: Internal clients for in-house lawyers continue to be demanding and budgets are not being increased and, in many cases, shrinking. The law firms need to be cost effective and must provide timely advice. They need to develop an engagement model that works best for both.
Feedback: Relationship building requires mutual participation, sharing experiences and improvement suggestions. This is imperative but most law firms resist and let this opportunity pass. Law firms need to share their feedback which will help in building a strong long-term relationship. The same applies to the in-house lawyers. Giving and receiving feedback in integral for understanding each other and building a lasting relationship.

What are some of the key tools that General Counsel can use for Continued Learning Education (CLE)?

In India, a formal CLE model like in the United States where mandatory continuous trainings or courses are required to maintain your license or enhance your professional skills, does not exist. That does not mean it is not required. The legal domain is constantly evolving.

New and complex laws and reforms are being implemented. There is infusion of technology and tools in our work life to ensure business competitiveness and effectiveness. The CLE then can be based on personal choice. Apart from the general ways of keeping updates about any new laws being introduced or judgments being pronounced, other key tools to enhance knowledge are attending trainings, collaboration events, holding internal sessions with the department to catchup on latest developments, undergoing leadership trainings for management stills, technological competence, emotional intelligence, communication skills, etc.

Any advice for someone exploring a legal career as an In-House Counsel?

The young talent now is focused and clear about their goals. This is remarkable. I recommend that they keep the following at heart always:

Integrity – There is no compromise.
Dependability – happens if you are loyal, reliable, effective, and positive.
Emotional Maturity - Keep your emotions, ego, and bias under check.
Constant Learning – Mistakes happen; don’t stress or beat yourself down; learn from them; don’t repeat; and move forward.

THE CASUAL YOU

Favourite Gadget - iPad Pro
Favourite App - Insight Timer
Favourite Sports Personality - Michael Schumacher
Favourite Writing Instrument - Reynolds 045
Favourite Holiday Destination - Kamakura
Favourite Cuisine - Japanese

Holistic – The New GC Mantra, Manage Risks & Ensure Compliance -Prantap Kalra, General Counsel - India & South Asia, Nissan Motor Corp

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