Employee before Lawyer

The number of in-house lawyers has been increasing and there are some arguments over what role they are expected to play. In my perspective, however, in order to work at companies, it is considerably important to learn corporate business practice as an employee before being a lawyer.

Firstly, as an employee, in addition to understanding the organization (including corporate business, business conditions and management philosophies), the company’s cultural climate, the company history and the value on which companies place emphasis (for example, we look at things from the customers’ viewpoint), it is essential for in-house lawyers to understand how employees are working in the field, what tasks each department is entrusted with and how transactions with customers are associated with companies’ business.

What works in the company

1. Understanding of Corporate Business Practice

It is vital to thoroughly understand corporate activities and supporting business practices as we work at companies.

This is because legal risks are inherent in corporate activities (the fields where such activities are actually carried out), rather than somewhere apart from corporate activities and the field.

Therefore, without fully understanding corporate activities and the field as well as the supporting corporate business practices, it is impossible to grasp the true nature of issues that companies are facing, and to solve these issues.

Particularly, because our company is in the retail distribution industry and has direct communication with customers at our retail stores, it is especially essential to have a deep understanding of our corporate business practices.

2. Value of in-house lawyers –Leveraging of corporate activities -

It is true that qualifications for lawyers are a great advantage; however, as long as lawyers work in companies, there are no tasks which really require such qualifications (except tasks relating to defense in criminal cases or representation in litigation).

I believe that the differences between in-house lawyers and lawyers who work at law offices are that in-house lawyers: (1) thoroughly interpret corporate business practice, (2) are capable of expecting any possible risks, (3) can be involved in problem solving as one of the persons concerned, and (4) can suggest specific defensive measures which will prevent any similar problems in the future to each department and apply such measures to their company.

My boss told me that it is my strength to provide quick analysis and solutions to problems as a result of understanding the business well. He also mentioned that I am open to sharing my opinions practically, which helps employees acquire new thoughts and ideas. The act of understanding corporate business practices enables in-house lawyers to offer the needed support, which leads to the leveraging of further corporate activities.

An in-house lawyer is a specialist who is versed in corporate practices, which brings value to the business. There is no value by simply giving obvious advice that “this is not legally allowed,” or that “there is some kind of legal risk.”

Practicing law is like using a tool. It is crucial for in-house lawyers to provide specific solutions by asking questions such as, “What is the background of this project? What are we trying to achieve through this business?” And give advice such as, “These are the legal risks we are facing. Let’s proceed with this business in this way. It can be legally interpreted in this manner to avoid any possible risks.”

A company can proceed with their business more promptly and avoid unnecessary dispute if it can make clear decisions for their corporate activities and fields as mentioned above with the support of in-house lawyers.

I have had cases where I would give advice or suggest solutions based on corporate business practice which resulted in giving our team members a new perspective. This sort of interaction often advances the solution of cases significantly.

I have joined the project supported by Grant-in-Aid for Scientific Research, “Enterprise Value Enhancement Compliance,” which is mainly carried out by Professor Shinichiro Toyama (we are working on the establishment of a compliance system to enhance enterprise value beyond the conventional risk managerial compliance which is mainly to prevent corporate scandals) since last year, and I believe that the essence of this project would be the same as the foregoing.

Only positive approaches which promote and accelerate corporate activities and fields will take root in companies. Moreover, when it comes to compliance, if no one tried to comprehend corporate business practice, they would be just covering up. It is the companies that must institute their own compliance system.

3. Participating voluntarily in corporate activities and fields

Since I worked at a law office, I have always felt that it is too late to make interventions if negotiations reach an impasse or the relationship deteriorates and no doors to restoration of such deteriorated relationship can be found.

In addition to impediments to corporate activities, a company will be exposed to more serious risks if it does not take initial action immediately.

When proceeding with cases, in-house lawyers can learn the reason for the launch of such cases and examine issues and challenges (these issues and challenges are not limited to legal risks) closer by cooperating with team members and willingly participating in such cases from an earlier stage.

Here, I believe that in-house lawyers can flourish not only in the legal department but also in departments which carry out negotiations with clients such as the sales department or the business strategy department (which plans corporate strategies).

This is because they can support corporate activities by holding a position in a division which is on the front lines of such corporate activities, while examining issues closer at an early stage and avoiding unnecessary dispute.

According to the “Factual Investigation of Legal Section” (the 11th interim report) by the Association of Corporate Legal Departments, most in-house lawyers were assigned to legal departments 5 years ago when the investigation was implemented; however, now about 15% of in-house lawyers are assigned to departments other than legal departments.

This shows that the fields where in-house lawyers can fully exert their knowledge and skills have varied and expanded.

Messages to the younger generation

After passing the bar a lawyer starts to work at a law office and goes to a court – this would be the conventional image of lawyers. However, this is only a stereotype.

Although the job shortage for lawyers is now an issue, in addition to law offices, there are numerous places, such as private companies and administrative bodies, where lawyers can exert their knowledge learned from studies for examinations and abilities acquired from legal training (which I believe is a problem-solving ability).

What is most important is not the place you work at but “what you will do.”

I think that, wherever you work, ultimately, whether or not you can flourish with the knowledge and abilities acquired through your efforts depends on your own. I have kept this attitude and my superiors and colleagues have offered help to me. This cooperation results in team building, and developing a bond. We have succeeded in overcoming major problems together as a team.

I am sure that your effort will always pay off. I wish that everyone will be free of stereotypical thinking and make your way with infinite options and a hopeful future.

Kumiko Togashi

Attorney at Law, General Affairs Division, Seven & i Holdings Co., Ltd.
Graduate of Chuo Law School, 2006

Born in 1981 in Tokushima, Kumiko Togashi graduated from the Department of Law, Faculty of Law, Chuo University in 2004. In 2006, Togashi graduated from the Graduate School of Law, Chuo University, and in 2007, passed the bar examination.
In 2008, she was admitted to the bar (61st bar examination), and started to work at a law office as well as an assistant teacher at Graduate School of Law, Chuo University.
In 2010, Togashi joined Seven & i Holdings (assigned to the Legal Division).
After maternity leave, she served as an officer at the General Affairs Division in 2016, providing legal support for consultation on cases related to franchise, response to various dispute cases, external negotiation tasks, management of general meetings of stockholders, tasks associated with compliance, insurance, distribution and environmental policy services as well as M&A cases.
She joined the research with Grant-in-Aid for Scientific Research, “Enterprise Value Enhancement Compliance,” which was initiated by Professor Shinichiro Toyama, Graduate School of Law, Chuo University, in April 2015.