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

When I look back at the past twelve months, one project clearly stands out, as it was not a traditional legal project where the role of Legal is limited to reviewing contracts. It was a complex business initiative involving manufacturing supplier selection, framework agreements, supply agreements, quality issues liability, machine transfer conditions, leasing arrangements, certification requirements and long-term operational considerations.

My job was to be part-time lawyer, translator, bridge-maker and occasionally a referee to sort-out contractual and commercial headaches before they turn into bigger headaches.

I invested a significant amount of time and energy considering the risk allocations for a transfer of equipment and technology to a non-European supplier. This often meant participating in discussions where the business teams focused on speed and flexibility, while my role was to ensure that today’s business decisions would not become tomorrow’s legal problems.

In practice, this involved challenging and pushing back on the supplier and internal stakeholders to reflect on tough questions that were as much commercial as legal. For example, I spent considerable time to push back for better consideration on questions such as: “who should bear the risk if something goes wrong”; “how much technology should be shared”; “what happens to future improvements, especially those developed and using company’s know-how and specifications”; and “how do you create an attractive deal for a supplier without giving away too much control”.

These discussions were never black and white, and there were not obvious right or wrong answers. The objective was not to enter into endless legal conversations, but to find a solution to allow the business to move forward without losing the upper hand on the ownership structure, innovation and intellectual property rights, because what initially looked like just few sentences in an agreement could have resulted in practical issues for further business activities five years from now.

Looking back, I believe my contribution was not only protecting company’s interests, but also raising awareness among the involved business teams about the practical issues to help them make strategic decisions with a clearer view of both opportunities and risks. I hope the internal stakeholders have acquired some practical reflexes before jumping into deep water.

Can you describe an instance where your legal advice directly influenced business strategy or commercial objectives?

One example that I think shows well how legal advice can shape business strategy was during a complex commercial negotiation where the business team initially saw Legal mainly as the function to approve risk or reject clauses.

Instead of focusing only on what could not be done, I challenged the commercial approach. The proposed structure would have created significant long-term liability exposure including from tax perspective and presumption of permeant establishment in a third country without having the required local legal structure, limited flexibility for future product evolution and potentially slowed down expansion to additional markets. My advice was not simply to renegotiate specific contractual provisions, but to redesign the commercial model itself.

I worked closely with sales and engineering to identify what the company’s objectives were for this specific project. Based on that, we proposed an alternative commercial model, with a different allocation of responsibilities, a phased commitment structure and clearer governance mechanisms. Legally it reduced risk, but more importantly it unlocked a deal that otherwise would have become difficult to scale and replicate.

The discussion shifted from “can Legal accept this risk” to “how can we build a model that supports our long-term goals”. This is where Legal creates the most value. Not by saying “no”, and not even by saying “yes” safely, but by challenging assumptions and approaches that were not visible at the start of the deal-making process.

As in-house, how do you navigate situations where legal advice and commercial objectives conflict?

This is the defining challenge of an in-house career. The moment where you are viewed as the “Department of No”, business lines are bypassing you, which increases corporate and commercial risks.

The general conception is that this is the point where Legal needs to switch from being a gatekeeper to become a risk manager or business partner. I only partially agree with this approach. I believe the first duty of in-house counsel is always to protect the company’s interests. Supporting commercial objectives is important, but they cannot justify accepting risks at any cost.

In such a situation, two things matter: the manner of reframing a legal problem as a commercial or corporate risk and presenting it in simple, clear and unequivocal words; and a clear escalation path.

Business teams do not think in legal concepts. They think about revenue, timelines, customer relationships and business opportunities. If Legal explains a problem using complex legal language, the discussion often does not progress. If Legal presents the same issue as a business risk, using simple examples and clear consequences, the discussion becomes much more productive. Once the risk is understood by business teams, Legal is in a stronger position not only to propose an alternative, but also to push them to adhere to this alternative in front of the business partner.

However, sometimes proposing alternatives is not enough.

I remember one negotiation involving a strategic supplier. The supplier was insisting on broad indemnification and liability protections in its favour for a product entirely manufactured and designed by them. From a legal perspective, the imbalance was clearly disproportionate. From a business perspective, the situation was also complicated because there were no realistic alternative suppliers for the product in question and the discussions were going on for months.

Several rounds of negotiations took place. We proposed liability caps, exceptions and alternative wording. We explained the mechanism of indemnification, especially the hold-harmless part. Nothing worked. Every proposal was rejected without explanation. The discussion reached a deadlock. The matter escalated to senior leadership.

I prepared a short summary for the management, explaining in plain language the consequences for the company if the supplier’s position was accepted, and the alternatives that were already suggested. The objective was not to convince the senior leadership to follow one or another internal stakeholder, but to ensure that an informed business decision is made.

During the senior leadership discussion, the focus was not on technical legal arguments. The conversation centred on whether the potential commercial advantage justified the level of risk. If yes, management accepts the risk. If not, we were walking away or we are continuing the negotiation for an additional round. Ultimately, management decided the risk was disproportional. As the business was also important for the supplier, we continued the discussions and eventually the supplier returned with a more reasonable position. A simplified agreement acceptable for both parties was signed shortly afterwards.

This experience confirmed something that is sometimes forgotten. Legal is an advisor, but rarely the final commercial decision-maker. The role of Legal is not to decide which risks the company should take. The role of Legal is to identify those risks, explain them in clear language, propose alternatives when, and if, possible and escalate when necessary.

The golden rule remains relatively simple: the business owns the commercial risk and Legal owns the responsibility to ensure that the business understands that risk before signing off on it.

What key trends should an in-house counsel be monitoring over the next six to twelve months?

From my perspective, in the coming year(s), legal functions will be expected to spend less time on contract review and drafting and more time on anticipating issues, which are becoming increasingly interconnected. From this perspective, I can see several trends that are likely to create significant headache for legal teams.

Artificial Intelligence (AI) will remain one of the most important topics. Companies are rapidly integrating AI into products, processes and decision-making. The challenge for Legal is no longer limited to compliance issues, but much more oriented on ensuring an appropriate governance, protection of confidential information, ownership of outputs and proper management of data used, developed or created by AI systems. Let’s be honest: the existing contractual model is no longer adapted and sufficient.

This is clearly demonstrated by the next point: data governance. While GDPR is already a mature topic, new concerns emerge regarding AI data use, training data rights, model improvements ownership based on client records, operational data, behavioural patterns, derivative data, residual data (so challenged in any NDA), or deletion obligations. These matters are not speculative risks or gaps, but concrete compliance exposure and deficiency, if not addressed properly.

Furthermore, beyond the difficult technical and technology-related risks of the matter, I would point out the significant gap between EU companies and their US and Asian counterparts in the adoption and deployment of AI. The gap is equally visible in legal governance and case law. While US jurisprudence continues to evolve rapidly, the EU AI Act, despite its recent amendments, already appears disconnected from technological reality. On another point, data sovereignty and cybersecurity remain key priorities, especially in respect to the global migration of data to cloud service providers.

Currently, the “big three” cloud services providers are all US companies and control approximately 63% of the global cloud infrastructure services market. Spontaneously and almost naturally, they are the first choice of any IT department. The extraterritorial application of the US Cloud Act, allowing US authorities to request data from US-based cloud providers regardless of data location, is pushing to reconsider the choice of cloud service providers and to opt for entirely EU service providers. Such a choice is not obvious, or easy, especially from security, resilience and risk management perspectives in an increasingly complex digital environment. However, if this point has been under scrutiny from the legal community, another sensible point is emerging: the location of data centers’ facilities.

Indeed, these infrastructures for modern computing, IT support, cloud services, AI, and edge applications are strategic places, including from military perspective. The recent events in the (Persian) Gulf have shown how vulnerable these infrastructures are. Therefore, it is just a matter of time before we see a full-scale implementation of data centers in space. How the coming legal aspects of space data centers is and will be regulated? Who makes the applicable rules when data is in orbit? Who is responsible when things go wrong? For the moment, the basis of space law as a heritage from the Outer Space Treaty of 1967, recognise only sovereign countries as legitimate players in the space. Private commercial infrastructures storing data for global use/users are not (yet) clearly recognised as subjects of space law. And this is a clear issue. If a Luxembourg registered company launches a data center in space and causes a damage, based on the current legal framework the Grand-Duchy will be liable internationally, regardless of whether the company was negligent. However, which laws apply if this a multinational or multicompany initiative? How the situation will be regulated if the launching is done from a private platform in international waters, and this platform is privately owned by multiple (private and public) investors with equal rights? Also, space law assumes human control. The current tendency is to use AI to operate data centers, and there is no reason to deviate from this approach in case of space data centers. Who will be responsible for the decisions made by AI?

In summary, we are entering the age of data-sovereignty conflicts, and this matter will turn into a battleground for conflict of laws, conflict of jurisdictions, corporate control and international pressure. This is not a science-fiction or another episode of Star Wars. Companies are already planning launches; the technology exists, the geopolitical chaos pushes for space data centers, but the legal framework is either out-dated or non-existent. The funny point is that from a randomly disregarded and unknown legal discipline, space law is likely to reshape commercial, civil, criminal and administrative laws as we know them. The immediate impact will be noticeable on sustainability, responsible business conduct and supply chain resilience.