What are the key projects that you have been involved in over the past twelve months?

Over the past twelve months, a key project for me has been the strategic divestment of Marubeni’s interest in an Australian cattle feedlot and branded beef business. This transaction was a central element of our portfolio re-allocation and capital recycling efforts under our mid-term management strategy, enabling us to realise value from a long-held asset and reallocate capital to businesses more closely aligned with our long-term priorities.

I was responsible for the overall legal workstream from the early strategic review through to signing and closing. This included advising management on transaction structures, coordinating legal due diligence, and leading negotiations on the share purchase agreement and key transition arrangements. Working closely with the business team, finance, tax, overseas offices and external counsel in Australia, I helped design a transaction structure that appropriately addressed regulatory, environmental, labour and long-term supply considerations and ensured that our contractual protections reflected the scale and history of the investment.

The outcome was a smooth exit on terms that reflected the strategic value of the business, with clear post-closing arrangements that mitigated residual risks and preserved continuity for key stakeholders. The divestment enhanced portfolio efficiency and capital discipline and highlighted how legal can add value not only in growth investments, but also in complex, relationship-sensitive exits.

Please describe a situation where your advice had a significant impact on business outcomes or objectives.

In this Australian divestment, my advice had the greatest impact through detailed contract risk analysis, particularly in relation to Marubeni’s representations and warranties and the scope of indemnities.

From an early stage, I led a systematic review of the key risk allocation provisions in the draft transaction documents. This included stress-testing the seller’s representations and warranties against factual and due diligence findings, identifying provisions that could create disproportionate exposure, and analysing the interaction between indemnities,

caps, baskets, survival periods and disclosure.

Based on this work, we prepared concise reports highlighting specific contract risks, their potential financial and operational consequences, and concrete revision proposals and negotiation “red lines”. As a result, we were able to narrow the scope of high-risk representations, secure appropriate limitations and carve-outs on indemnities, and align the overall risk allocation with the transaction’s strategic rationale and expected returns. In this way, focused contract risk analysis directly shaped the terms on which the divestment proceeded and supported a disciplined management decision.

What are the most important attributes for a modern in-house counsel to possess?

In my view, modern in-house counsel must combine strong legal skills with business insight and a forward-looking approach to risk.

First, “strategic business acumen” is essential. In-house lawyers need to understand how legal choices affect profitability, competitiveness and reputation, and ensure that advice is framed in terms of options that support the company’s strategy rather than simply listing risks.

Second, “agility and adaptability” are vital in an environment shaped by rapid regulatory, geopolitical and technological change. Counsel must quickly absorb new developments, reassess existing structures and, where necessary, propose practical adjustments to business models and contracts.

Third, “communication and collaboration” are critical. Legal advice must be clear, concise and tailored to the audience. By working closely with management and other functions, in-house counsel can co-create solutions that balance risk with commercial objectives and ensure that the legal team is seen as a trusted partner, not just a control function.

Finally, “proactive risk management” distinguishes effective in-house counsel. Anticipating issues, embedding preventive measures and promoting a culture of compliance across the organisation help avoid disputes and regulatory problems, and allow the company to pursue opportunities with confidence.

In-house counsel increasingly play the role of “translator”. How do you communicate complex legal advice to the board, key stakeholders and internally?

I see the “translator” role as central to in-house practice: converting complex legal concepts into clear, business-oriented guidance.

With the board and senior management, I focus on implications rather than technical detail: how an issue affects risk, returns, execution certainty or reputation. I summarise key points, outline practical options and trade-offs and use scenario-based explanations so that non-lawyers can make informed decisions under time and information constraints.

Internally, I prioritise regular, two-way communication with business divisions and corporate functions. By understanding their objectives and constraints, I can tailor advice to operational realities and propose solutions that are both compliant and workable.

I also try to communicate proactively through briefings and informal discussions, so that potential issues are identified early. This approach builds trust and helps position the legal department as a value-adding partner that facilitates, rather than blocks, the achievement of business goals.