A Hemisphere of Responsibilities for Nissan N. America GC

Mary Welch

Daily Report

12-06-2012

Andrew Tavi came to his GC position at Nissan North America in Tennessee via the heart of the American automobile industry. Born and raised in southeastern Michigan, he earned B.A. and J.D. degrees from the University of Michigan, then worked in the Detroit office of Foley & Lardner, where he focused on corporate law, mergers and acquisitions, venture capital investments and real estate matters.

He later served as interim CEO at Noble International, an automotive supplier in Troy, Mich., where he also served as GC for several years.

He came to Nissan, in Franklin, Tenn., in 2009, and he now is vice president-legal and government affairs as well as GC. He is responsible for all legal, corporate compliance and government affairs activities in the Americas region.

He lives in Brentwood, Tenn., with his wife, Lauren, and their three children, Kyle, Julia and Carson. With the notable exception of his annual college football road trips to randomly selected schools, he spends virtually all of his spare time with his family.

He recently discussed his legal department with the Daily Report's Mary Welch.

Daily Report: Tell us about your department and your role in it.

Andrew Tavi: The Nissan Americas legal department consists of approximately 50 lawyers and 40 staff located in Franklin, Tenn., Dallas, Farmington Hills, Mich., Curitiba and Rio de Janeiro [Brazil], Mexico City and Mississauga, Ontario. The ratio of lawyers to staff is much lower in the U.S. than in the other regions, primarily as a result of labor costs and all of the work required to support litigation, which is more prevalent in the U.S.

We have a matrix organization, with leaders in each geographic region and functional leadership across our main disciplines throughout the entire region. The latter is essential to having an effective and efficient regional practice that is not limited by geographic boundaries. Each member in the department adheres to a strict set of client service standards that require solution-oriented counseling and advice.

I am responsible for the entire legal department, as well as our government affairs function. More and more, my attention is on matters outside of the U.S. as we continue to expand our operations in the region. This reinforces the need to be aligned.

DR: Tell us about your use of outside counsel.

AT: We utilize outside counsel as extensions of the in-house staff, reporting into the internal team members. Rarely does outside counsel interact directly with our internal clients, as we want our internal team members to "own" every issue that comes their way. This ensures that legal advice coming back to the client is shaped by lawyers that are most knowledgeable about the clients' objectives: our internal team members.

We utilize a small variety of firms, relying heavily on our Nashville firms for corporate and local matters, and several regional and national firms for our litigation and distribution practice across the Americas region. It is very likely that our list of external counsel decreases in the near future, in favor of fewer firms handling the bulk of our work. I think this will provide a great opportunity for those firms that show the most interest in being one of our core providers and the creativity to make it work.

DR: You oversee compliance issues. Are there any glaring differences with how corporations in Asia and Europe handle compliance versus in the U.S.?

AT: Nissan is a global company, and we take a global view of compliance. Therefore, rather than taking a region-by-region approach, we have implemented global processes based on the most restrictive region's regulatory environment.

In most instances that region is the U.S., as compliance investigations and related litigation in the U.S. are more prevalent and growing more rapidly. The U.K. Bribery Act has led to increased training and activity in Europe, but investigations and enforcement still lag behind the United States.

As a result, prevention and training efforts in the U.S. are the most robust and serve as the basis for our efforts worldwide. The result is that our approaches are going to be very similar across the globe. Our legal department is taking the lead in this transformation.

DR: What are the differences between legal departments in Japan versus the U.S.? Are there any ways that Japanese lawyers operate—or its system—that you particularly admire?

AT: There are fundamental differences between the legal departments, both in terms of personnel and focus. In Japan the legal department "lawyers" can either be fully licensed advocates called bengoshi, or nonlicensed personnel. The latter is much more prevalent, and those individuals migrate to the legal department just as other young professionals might migrate to engineering, marketing or other business functions.

Further, the Japanese are not nearly as litigious a society as we have in the US. The result is that there is very little litigation activity. In the U.S., approximately 70 percent of our people and our budget relate to litigation or litigation-related activity. The result of these differences is that our team in Japan spends most of their time drafting documents and serving as general advisers. Most of the more sophisticated work that requires specialized training is often handled by my team or our European colleagues.

If there is one aspect of the Japanese legal system I admire most, it is the dedication to resolving disputes directly. That is not to say that companies shy away from enforcing their rights. They just prioritize discussion and negotiation before litigation. It is a much more productive and efficient process.

DR: What are the biggest challenges to intellectual property law?

AT: Quite simply, the explosion in patent activity and patent litigation. Specifically, in recent years our industry has seen a significant amount of intellectual property assets transferred to patent trolls and other non-operating holding companies. In many cases this was a direct result of the need for companies to monetize assets during the aftershock of the Lehman crisis.

Further, because of the proliferation of technology in today's automobiles, manufacturers are being dragged into intellectual property disputes that are generally common to electronic and Internet-based companies. Nissan is a technology leader in the industry, so we dedicate a lot of time to preserving and protecting our intellectual property rights and aggressively defending them.

DR: How do you handle litigation? How much does cost figure into a decision to litigate or settle?

AT: While there are variations in approaches depending on the nature of litigation, we generally assess our cases based on technical merits and brand impact, and are not pressured by the cost to litigate. I feel quite strongly that companies need to take a long-term view of the cost of litigation, and economic settlements are often the result of short-term, and short-sighted, thinking.

Companies that earn a reputation for economic settlements tend to earn more litigation as a reward. We see this in our own industry with some of our competitors. So generally, we will spend the money it takes to defend the company's interests. Our clients understand our long-term view and we do a good job of minimizing the impact of the litigation process on the company's operations and bottom line.

DR: How have immigration issues affected your company and department?

AT: As an international company, immigration and the need to move our team members across our various locations are important issues. A slow, bureaucratic environment hampers the ability of companies to import trained personnel, inventors and future leaders. It slows the pace of business and provides a competitive disadvantage as against other regions. While our legal department has not been impacted directly, every multinational company operating in the U.S. faces the challenges brought by these issues.

DR: What are your best practices concerning data management?

AT: The key to data management is ease of use and focusing on what data a legal department truly needs and regularly uses. Many systems or approaches are too cumbersome from the data entry perspective, and would take up too many resources without adding appropriate value. So we place a premium on evaluation of the true value of data from a historical context to shape a simple and targeted approach.

This article originally appeared in the Daily Report.