In-House Counsel: Company Secretary is Different From In-House Counsel – Adejoke Ogunlewe

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Adejoke Ogunlewe is a passion driven and goal oriented legal practitioner with years’ of experience in combined advisory and litigation practice. Her areas of expertise include legal and regulatory advisory for Non- Governmental and Non-profit organizations, strategic business forecasting, providing legal advisory and Strategic support for Innovative startups, Small and medium business enterprises.

Adejoke was the pioneer legal officer and in-house counsel at the House of Freedom (A Non-Profit Organization) and she held the position for three and half years. She is a seasoned design thinker, trainer, speaker and transaction due diligence expert.

She is passionate about helping women with small businesses and startups by providing legal and strategic solutions. Her other fortes are human rights and advocacy.

She is currently a partner in the legacy firm of Ogunlewe & Ogunlewe Legal Practitioners where she handles clients in emerging markets, industries and startups.

She enjoys knowledge sharing and volunteering for causes and issues close to her heart. In this interview with Oluwatosin Ajose Popoola, she provided an expose into the role of an In-House Counsel while taking us through virtual soliciting.

DNL L& S: You were a Legal Officer/In-House counsel for 3 years and 7 months; what were your job schedules?

Adejoke:  I was the first legal contact for over 5 registered and Non-Government Organization. A typical day will have me meeting with one of the managers or stakeholders of the expressions (that’s what sub organizations were called in that organization.) or reviewing documents and contracts from previous meetings. Preparing reports was a huge part of my role as well.

I was largely in charge of all firsthand legal reviews which meant that I was charged with preparing documents like Service Level Agreements, Purchase Agreements, Intellectual property reviews and working with the Human Resources department to internally manage employment issues before escalating to my supervisor who is the external solicitor.

I also spent considerable time sitting in procurement meetings and panels and largely ensuring that legal and ethical issues were thoroughly monitored and evaluated.

I was the contact person for all our external solicitors, and I attended court sessions for all the litigation matters that we had.

DNL L& S: What skill set do you possess that enabled you to fit into the role of an In-House Counsel?

Adejoke: I will say my people skill, my ability to work with little or no supervision and most importantly my ability to manage crisis and take initiative before matters get complex. Not forgetting the preliminary, which is the study and knowledge of law and legal principles.

DNL L& S: What skill set do you think recruiters look out for when recruiting an In-House Counsel?

Adejoke: The skills vary depending on what exactly the industry of such recruiter is looking out for. There is virtually no establishment or industry that can function well without the a lawyer. So, it depends on the industry and their needs. However, there are basic skills which are general regardless of what the industry is, so, in addition to being sure that you are at home with the law as it relates to the specific industry, the recruiter would also be looking for an in-house counsel with the ability to manage people (which will consist of their internal and external stakeholders) which I will classify under emotional intelligence. Also the ability to take initiative and keep confidential matters. A very sound understanding of the law generally and the modus operandi of the Industry’s Regulatory Body and of course excellent crisis management skill; great writing and speaking skills.

In summary, a lawyer who wishes to work in-house needs to keep grooming and learning.

DNL L& S: The designation In-House Counsel, has been used interchangeably with Legal Officer and/or Company Secretary, is this use appropriate?

 Adejoke:  Ideally each role means something different. It is therefore not appropriate.

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DNL L& S: What makes it inappropriate?

 Adejoke: An in-house counsel is a lawyer within the employment of an organization while a legal officer and/or company secretary is an individual (and sometimes a firm) whose name and credential is in the company’s incorporation document and on record with the Corporate Affairs Commission as the Company secretary. This is at board level and not just a staff.

DNL L& S: While you were working in your role as an In-House Counsel, what Industry were you servicing?

 Adejoke: The Not for profit, Religious and Charity sector.

DNL L& S: Are there any Regulatory Body(ies) and Compliance Issues peculiar to the Industry?

Adejoke: There are quite a few, the Federal Government regulates the Not profit through the Corporate Affairs Commission and there are strict regulations to follow during and after incorporation. The State Government regulates the religious place of worships through many bodies and departments. An example is the LASEPA, Lagos State Environmental Pollution Agency. The Charity is monitored by the banks, Tax regulators and specialized agency to prevent both internal and external fraud.

DNL L& S: How were you able to ensure that your Organization did not flout any of their Regulations?

Adejoke:  One thing an in-house counsel must ensure is to put in place measures that enables you see at a glance the regulations that your establishment needs to comply with. To make this even more frontline, one needs to set reminders and create dashboards. That way, no matter how busy and daunting your tasks are, you are able to ensure that your organization does not run afoul of the law. Defaulting with regulatory compliance can cause serious damages to an organization and it is the duty of the in-house counsel to ensure that this does not happen.

While on the job I created a process and policy documents which were circulated among stakeholders to ensure that we were not erring in any way and of course, I continually monitored my compliance chart.

DNL L& S:  Can you recall any of the organization’s Compliance issues that ever gave you hard time to handle and do you mind sharing the experience with us? 

Adejoke: O yes, there were quite a few, but they were hardly as a result of us not doing what we were expected to do at the right time. I recall that while I was with House of Freedom, there were a number of compliance issues; some I inherited, and few happened under my watch. That experience was what led to the creation of internal policies and processes to avoid future lapses. Having said that, I recall that one of the major compliance issue I had at the time was with the Lagos State Urban Planning Department. The Department issued a notice to demolish the fence of one of the building while I was not around in the office. It was very difficult for me to handle because there was a bit of politics at play. I had just gotten married then and I was away on my honeymoon. I was only able to communicate via emails. Sending original documents by email and the back and forth while I was traveling was destabilizing for me. It would have been a lot easy if I was around and able to meet one on one with the authorities. By and large, we reached a compromise, but I learned a lot of lessons from that particular case.

DNL L& S: It’s common knowledge that In-House Counsel file several returns with the Corporate Affairs Commission, Tax Authorities etc., how did you deal with these?

Adejoke: The Returns are not limited to the Corporate Affairs Commission and Tax Authorities, there is also the Land Use Charge, Annual renewal of the organization as a Licensed Place of Worship with Federal ministry of Interior among a host of others. The role of the In-house counsel is largely dealing with other professionals and stakeholders in the organization and ensuring everyone is doing their job and fillings as at when due. I always ensured that I set up reminders through emails and personally to the Finance and Account department to ensure that they filed within time. That ensured that we had little or no issues with compliance in that area.

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DNL L& S: You spoke earlier about dashboard that helps to stay abreast of all Compliance Issues. What does your dashboard look like? 

Adejoke:  My Dashboard is divided into key departments and Expressions.  The Federal Government was at the first part followed by Lagos State Government, FIRS, LIRS, Land Use Charge for yearly renewal of all the buildings we owned and were renting. There was also the health and safety Department which I had to continually work with the department in charge to ensure policies were up to date.

DNL L& S: How do you interface with External Solicitors?

Adejoke: I had a great working relationship with the external solicitors. We interfaced over most matters and I was the resource person to collate and feed them information and instructions, I also handled their invoices and payments.

DNL L& S: You transitioned from your role as an In-House Counsel to a Virtual Company Secretary? What does that connote?  What do you do? Are they similar roles?

Adejoke:  My role was largely corporate commercial, and I saw the inner workings of a multi leveled organization, this gave me insight into what a startup and small-scale businesses will need. My role as In-house counsel also empowered me to provide solutions for my current clientele. As a virtual Solicitor, I leverage technology to provide legal and consulting solutions to my clients. I am able to serve more people and work remotely instead of being physically present in many places.

DNL L& S: We also understand that you now provide legal support for SMES and Startups, do you think your previous role as an In-House Counsel prepared you for this?

Adejoke:   I quite agree that my role as in-house counsel played a role in preparing me for my current role. But I have gone on to seek additional knowledge and gain hands-on experience which qualifies me for the current role I occupy.

DNL L& S: What major skills (did you acquire or develop) that assisted you?

 Adejoke:  At the time I got the job in 2014, I was about 3 years at the bar and I learned on the job. I worked with religious organizations, so I had to get a very vast training in clergy malpractice and how to manage the surrounding issues. I however started and finished my master’s in law during the time I worked there, I attended a lot of trainings, some were paid for by the organization and some I paid for myself. I am a constant student and lifelong learner. I am currently taking an online Mini MBA at Tekedia Institute.

DNL L& S: Is there any certification or training for In-House Counsel in Nigeria? Do you think there is a need for certification and training in the first place?

Adejoke: I wouldn’t say that there should not be a certification, I actually wanted to commence my ICSAN, but I looked at the long-term goals I had for my career and I realized it was not in line. I will however recommend trainings in Communication, Adaptability, Emotional Intelligence and Data Analysis. The world is fast moving away from traditional certifications and there is need to constantly update your knowledge and continually seek innovative ways of solving problems irrespective of the sector you work.

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DNL L& S: If you had the opportunity to call for training and certification of In-House Counsel, what areas would your training target?

Adejoke: Training on Emotional Intelligence, Procurement, Data Analysis, Report writing and Critical thinking.

DNL L& S: When you’re working with an Entrepreneur and/or a Startup, what Regulatory/Compliance issues comes to mind?

 Adejoke: Business formation issues is the first regulation that comes to mind, the second is intellectual property and protection of trademark and the likes. There are some regulatory and compliance issues which are mostly the same as mentioned earlier. The difference will largely be in the industry the start up or SME is operating. For example, I will not need to recommend copyright registration of a novel idea to a large distributor of office supplies or food supplies, but I will recommend same for a company with a novel idea and technology in block chain or cryptocurrency.

DNL L& S: How do you assist your Clients to navigate these Regulatory/Compliance issues without compromising the ethics of the profession?

 Adejoke:  I research extensively and undergo a future proofing process for the business then draw up legal opinion and advisory documents to guide and advise my client.

DNL L& S: The Covid-19 pandemic has brought the World to her knees no doubt, do you think there are lessons to be learnt from this pandemic? And has the lessons be learnt?

 Adejoke: This is a very multi-dimensional question. There are a lot of lessons to be learnt from the Covid-19 pandemic and the first of that lesson is that everything will not go back to business as usual or the kind of normal we knew before. As an in-House counsel your role may be affected especially if you are not multi skilled and performing in other departments, this is because most organization will downsize and count the cost of retaining an in-house lawyer as against having an external solicitor they can pay on a case by case basis for services etc. Some parts of the legal industry will take a hit, to my mind, litigation is one of such. Lawyers who work in mergers and acquisitions will have work to do in this season and nearest future because there will be a lot of that. There will be no IPO’s this year until say mid 2021 the economy is taking a huge hit and many people are not interested in a weak stock market. New startups will emerge, and they will need lawyers in structuring and generally consultation, so I am positioning to offer valuable services to the new startups on the block.

DNL L& S: What lessons have you learnt from this pandemic? Any thoughts for the In-House Counsel?

Adejoke: As an individual whose work is largely future proofing and forecasting, the pandemic has taught me that you can’t have too much of planning for the future of your business and your personal life. This is a period where every In-House counsel must go above and beyond and do way more than they are paid for in order to retain their role in the organization they work. Always keep in mind that no one gets to the top by doing just what they are paid to do. Be innovative and seek to add value, that is how to stay relevant and indispensable.

Oluwatosin Ajose Popoola, ‘Tosin is a lawyer, content creator and blogger, she is passionate about law and its numerous instruments. She can be contacted at: tosinajose22@gmail.com.

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