Senior manager, legal general administration headquarters | Murata Machinery
Yuko Sakaguchi
Senior manager, legal general administration headquarters | Murata Machinery
What are the most significant cases, projects and/or transactions that you and/or your legal team have recently been involved in?
Negotiations regarding the licence agreement with Company B can be cited as an example. Our company originally entered into a licence agreement with Company A and obtained a licence to manufacture and sell a certain product. Subsequently, Company A was acquired by Company B, and our contractual counterparty became Company B. We began receiving claims from Company B on several occasions alleging that we had violated the licence agreement. We repeatedly explained that we had not violated the agreement and refuted the claims. However, due to differences in interpretation of the contract, Company B notified us of its intention to terminate the licence agreement on the grounds of our alleged breach. Although we could not accept the termination of the agreement, we decided to prioritise continuing the manufacture and sale of the licensed product and agreed to begin negotiations with Company B to conclude a new agreement. During the negotiations for the new licence agreement, Company B proposed conditions that could potentially raise competition law issues and impose restrictions on us. Based on the advice of our external legal counsel, we were able to resolve these issues.
How do you approach managing legal aspects during periods of instability or crisis to ensure the organisation’s resilience?
We maintain good relationships with external legal counsel so that we can consult with them easily and receive prompt advice. We also strive to stay up to date with the latest information from various sources, including external seminars, law firm newsletters and newspaper articles.
What factors influence your team’s decision to use external legal services versus handling matters in-house, and what criteria are used to evaluate their performance?
In areas related to overseas laws and business practices, it is common to consult external legal counsel. In addition, when establishing or revising internal regulations, we may seek confirmation from external legal counsel from a legal perspective. In the event of an incident, we expect to receive accurate advice on how to deal with administrative authorities and what preparations we should make as a company. Accuracy, speed and clarity are important evaluation criteria. There are many cases where employees agree with the opinions of external legal counsel but disagree with those of internal legal staff. We find it reassuring when external legal counsel express their opinions without hesitation from a risk management perspective, not fearing conflict with employees.
How does your team contribute to the overall business strategy of the company? Can you share an example of a recent legal-led initiative that had a significant impact?
Regarding the Fair Trade Commission’s price pass-through package policy, we received advice from external legal counsel that it was important for the legal department to be involved in the response, and we addressed this issue in collaboration with the procurement department. As a result, our company was not publicly named as one of the companies deemed to have inadequately addressed price pass-through. The procurement department shifted its focus from requesting cost reductions from suppliers to verifying whether suppliers needed to increase prices.
Looking forward, what trends do you foresee in the legal landscape over the next five to ten years that companies should prepare for?
It is necessary to respond to various export restrictions arising from trade friction between the United States and China. In addition, contract creation and review using generative AI will continue to evolve and become more widespread, changing the way contract reviews are conducted, which currently account for a large portion of legal work.