Tolga İşmen – GC Powerlist
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Turkey 2019

Materials and mining

Tolga İşmen

Chief legal counsel | Şişecam

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Turkey 2019

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Tolga İşmen

Chief legal counsel | Şişecam

About

What are the most important transactions and litigations that you have been involved in during the last two years?

We were very fortunate and have not had any major litigations during the last two years. However, we had two significant acquisitions, issued one Eurobond, entered into half a dozen sizeable loan agreements and formed a joint venture for a US$1.6bn greenfield investment in the US. We are making significant investment on our Group’s digital transformation and organisational restructuring.

What will be the main focus for the company in the next 12 months and how do you intend to assist with this?

We are working on a major modernisation and reorganisation project that involves digitalisation and an overhaul of the operational and governance system. A company with a history of 85 years requires certain evolutions from time to time. I am one of the leaders of this transformation and I am very happy to be a change agent as a lawyer.

What techniques do you use to provide commercially-focused and optimal business advice to your company? If so, how do you get these across to more junior lawyers in the team?

As much as possible we use basic technology approaches to our services. We try to quantify legal risks and manage those in accordance with the most effective cost/benefit balance. We also try to understand the business as much as possible and work as a part of the business team rather than a traffic police that uses the red flag whenever there is something that as a lawyer we are not happy with. I believe the most important aspect to invest in the relationship with the business leaders and understand their realities. My clear message to the junior lawyers is “we will do it, if we can do it”. If we can help the business units in any means whether strictly legal or not, we do. I believe this approach is the only possible way to step-out from the pure cost centre position.

Does the team use any “legal tech” products and do you find them a helpful management device?

Before joining Sisecam, I founded a legal tech company that tried to develop a platform for data privacy risk assessment. I used this experience to develop (together with the IT department) tailor-made contract management and litigation-management platforms. They are working very efficiently and now we are planning to expand the same concept to personal data inventory and IP inventory. They are very basic but meet our expectations.

In what ways do you see the in-house legal role in evolving in your region over the next few years?

I really believe that the legal officer should be the enabler and business partner rather than the “police officer”. In order to do that, we need to understand the business, find a niche (whether it is contract negotiation, M&A execution, internal investigations) that create tangible value to the company. I view the region as Central and Eastern Europe Middle East North Africa (CEEMENA) which generally has small companies and even smaller legal teams. In such a region, it is useful to have a wide panel of law firms that has expertise in certain areas, coordinate them efficiently and become a part of the business. A CEEMENA chief legal officer should be ready take over other positions in the c-suite if necessary. This can be strategy, HR or even sales.

FOCUS ON: Value

The value Proposition of the general counsel, or – “The First Thing We Do, Let’s Kill All the Lawyers”.

What will happen if there are no lawyers in the world? I do not mean to kill them as the notorious communist revolutionary in Henry the Sixth suggested. But, let’s think that we wake up one morning and none of us are lawyers anymore, we are butchers and bankers and teachers and nurses like normal people. We become the layman. What will happen to the world? What will it miss?

I think the answer to this question represents our value proposition. This is what, we as lawyers and general counsel offer. You may think value proposition is just a buzzword with no meaningful use. Words and statements may seem to be weak and sometimes cheap. However, they actually give us a purpose and direction and serve us as a compass. The main idea is the general counsel should be doing more of her “value proposition” and less of other things.

I believe in a world without lawyers (and just from the corporate perspective, ignoring criminal justice and human rights and similar more noble branches of our profession) companies will produce less, spend more and therefore, the people and the nations will be poorer. In our companies, we do not produce goods or services but still there are three main areas, we as the lawyers ensure the companies create more value. Well-crafted contracts create value. They eliminate misunderstandings and regulate the commercial relations. Value preservation of the assets are also in the realm of the general counsel. The general counsel should defend any threat to the assets of the company. Finally, risk prevention and if prevention is not possible, mitigation is another field that the general counsel is responsible. The regulatory risks are (or at least should be) a part of the cost structure of any modern company. Limitation of such costs is a value that the general counsel can be create.

Once I was appointed as the general counsel of Şişecam, I inquired about my value proposition and feel that being the champion of the contracts, assets and the risks is my best way to create value. It is something that we all do, all the time, subconsciously, but yet, I believe it is beneficial to put this on paper and read it out every once in a while. It makes you realise that it was good for your company that you remain the general counsel and did not wake up as a butcher this morning.

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