How do you approach managing legal aspects during periods of instability or crises, and how does your legal strategy align with the broader business strategy to ensure organisational resilience?

An in-house lawyer needs to be pragmatic, decisive, commercially aware, and go beyond simply identifying the legal risks. Especially during periods of instability, it is essential for an in-house lawyer to identify and evaluate the options available to the business, work closely with management and continually assess options and decisions taken as the matter in question and the circumstances evolve.

Throughout my career, I have learned that crises or instability are an inherent part of the day-to-day affairs of a business, regardless of the scale of such crises or instability, or whether they relate to a particular company, sector or the wider economy. I believe the aim for an in-house lawyer, in such situations, is to focus on understanding the wider context, such as the organisation’s strategic objectives, the commercial realities and the legal and reputational implications, before recommending a course of action. For instance, during the Covid-19 pandemic, I was involved in situations where we were required to assess whether existing force majeure provisions (or, where absent, the applicable legal principles) excused performance under existing contracts and, following that, contracts had to be revisited and amended to address similar events in the future.

Part of my role is to support the development and ongoing review of action and contingency plans and internal procedures, which would allow the business to respond confidently and calmly to crises or other challenges. While it is impossible to predict every crisis or the type and scale of such a crisis, a business should remain agile and responsive by regularly reviewing, amending and updating internal procedures, updating contractual arrangements and adapting to changes in legislation in a timely manner. I also see it as my role to coordinate input from external legal advisers, where appropriate, ensuring that their advice is translated into practical recommendations that support the company’s wider strategic and commercial objectives.

Despite the disruption that may be caused during such crises, periods of instability also create or give rise to strategic opportunities. Part of my role is to identify, consider and pursue such opportunities, while evaluating the relevant legal risks and commercial objectives. For example, following the haircut of bank deposits and the financial crisis of 2013, I advised on acquisitions of distressed assets where a balance had to be struck between getting the deal done, taking into account the discounted (or even fire-sale) price of the assets, together with certain irregularities (such as imperfect title or assets pending a future division, with no certainty as to when, or indeed whether, such division would ever be realised). For those assets and opportunities, my role was first to recognise the realities of the situation and ensure that the contract and, especially, the representations and warranties provided, were adjusted to reflect those realities. The decisions had to be prompt, clear and commercially focused in order not to block or frustrate the transaction.

Ultimately, my role during periods of instability is not only to protect the business from legal exposure, but also to enable informed and timely decision-making. By aligning legal advice with regulatory compliance, sound corporate governance and commercial decision-making, I aim to assist the business in emerging from periods of crisis or instability in a stronger and more resilient position.

How do you see AI and automation reshaping the legal profession, and how are you leveraging technology in your own legal team?

AI and automation are already reshaping the legal profession, and I believe that, when used reasonably and responsibly, they are enabling tools that help businesses, as well as advisers, execute tasks in a more efficient and cost-effective way.

For many in-house teams, expanding their team may not always be an option; therefore, having certain functions automated, or using certain AI tools, could help lawyers focus on matters that require legal judgement, critical thinking as well as commercial awareness. In addition, this also helps legal advice keep pace with the speed at which business decisions need to be made. Having said that, while AI is a valuable tool, I do not see it (for the time being, at least) replacing human judgement, or the legal and commercial acumen that an experienced professional would have.

In view of this, I believe that AI and automation need to be used to support legal work, rather than replace it; that is the reason why at Demetra, we embrace technology and aim to use it to support decision-making, but without replacing the human element. We try to use AI and other digital tools to improve efficiency; however, it is our mantra that AI should be used with caution, particularly where confidentiality, data protection or the accuracy of its output are concerned. While it can be a valuable tool, the assessment, judgement and ultimate responsibility remain with the individual providing the advice.

What is the most overlooked skill or mindset that today’s in-house lawyers need to succeed at the highest level?

While I believe an in-house lawyer, or any lawyer, needs a wide range of qualities and skills, such as commercial awareness, which would enable them to provide legal advice aligned with the business objectives, I believe one of the most overlooked skills is the ability to listen first, before acting or advising.

It can be tempting to reach an immediate legal conclusion before you fully understand the commercial context, objectives or practicalities of the situation. Taking the time to listen often shapes or even changes the legal analysis and almost always leads to more practical and targeted advice, as it allows important considerations and relevant information provided by management or other stakeholders to be taken into account.

The ability to listen is not necessarily restricted to fact-gathering; it is about asking the right questions, understanding what the underlying issues are, figuring out the business objectives (whether they are long-term or short-term), and also balancing those with the relevant legal considerations.

On a number of significant transactions, I have found that the issue initially presented as a legal problem was, in fact, a commercial or operational issue. Taking the time to understand the underlying objective enabled us to reach a solution that was both legally sound and commercially workable.

Finally, I have found that giving space and listening to management, the people of a business, the regulator or other stakeholders not only leads to better decisions, but also builds trust, strengthens relationships and demonstrates respect in all aspects, which enables the in-house lawyer to act more as a strategic adviser rather than simply a legal adviser.