SPONSOR INTERVIEWSOur shared vision drives creative partnerships for global health innovation
Morrison & Foerster
“Through our work with GHIT, we are able to see contracts that we would not normally see in our daily work, which makes us become aware of the variety of contracts that exist.”
The relationship between Morrison Foerster and GHIT
Goda: Morrison & Foerster (MoFo) is an international law firm founded 130 years ago in San Francisco, California. Currently, it has offices along the West and East coasts of the United States, as well as in Europe and Asia. This year marks the 30th anniversary of the opening of our Tokyo office, which now employs about 120 attorneys.
Hosokawa: MoFo’s Japan office initially focused on litigation. It gradually expanded its areas of expertise, and today operates across a variety of practice areas such as M&A (mergers and acquisitions), intellectual property, real estate, and finance.
Goda: Our partnership with and sponsorship of GHIT began as Mr. Ko-Yung Tung, our Senior Counselor, became a GHIT Supervisory Board member.
Mr. Kenji Hosokawa
Preparing legal documents essential to GHIT’s activities
Goda: The majority of our work for GHIT over the past two years consists of reviewing contracts. For each of those matters, we decide on an appropriate team of attorneys based on the contract’s language (Japanese or English) and relevant law (of Japan or other countries). Certain contracts may be written in English, but governed by Japanese law. In such a case, multiple teams of attorneys may jointly work on the matter. There is a variety of types of contract we review, including ranging from those related to document retention to those related to investments.
Hosokawa: The first project we worked on with GHIT was development of a framework and template for its investment agreement, which is an agreement signed between GHIT and its product development partners following the approval of GHIT’s Board. Development of any agreement template requires careful consideration of each provision of the agreement, involving experts from overseas offices as needed and incorporating their input into the agreement. In the case of GHIT, it was a relatively long project that took about two months. Having developed the template, we now assist GHIT in negotiating the investment agreement for each grant, which requires us to move more quickly.
“I think GHIT’s efforts to address market failures by providing financing are very valuable.”
Mr. Hisateru Goda
Leveraging legal expertise in activities to support the social good
Goda: MoFo is originally an American law firm. In the United States, lawyers, as practitioners of law, are expected to engage in public services, and are encouraged to do pro bono work that leverages their expertise. I remember being told at my last interview when registering myself as a New York attorney, “Now that you are a lawyer, be sure to do pro bono work.” American legal culture strongly emphasizes the importance of pro bono work.
The Pro Bono Committee set up within our firm determines which pro bono matters we take on, upon consideration of whether the matter is appropriate for pro bono work and the extent to which the matter could impact our ordinary work. Examples of our pro bono work include supporting an organization that protects minority rights, an environmental conservation organization, an organization working to improve education or address poverty, and an organization providing care for post-disaster psychological traumas. We also provide support in refugee asylum cases.
Hosokawa: In addition, we support establishment of organizations, fundraising, addressing legal issues after establishment of the organization, and dealing with legal issues arising from the process of obtaining public interest authorization or accredited non-profit status. Not all organizations are set up well from the beginning, as GHIT was, to be able to obtain public interest authorization right away. An organization established as a general incorporated association, or a general incorporated foundation, but facing difficulty in obtaining public interest authorization or accredited non-profit status is not uncommon.
Working with a new type of organization
Goda: Through our work with GHIT, we are able to see contracts that we would not normally see in our daily work, which makes us become aware of the variety of contracts that exist. Some of the investment agreements that GHIT signs include unusual provisions. They give us opportunities to think thoroughly about technical legal issues we would not normally think in other transactions, such as governing law. Such opportunities to think theoretically about legal issues are rare, and we value those experiences we have acquired through our pro bono work.
Hosokawa: My area of expertise is securities law. In my area, agreements are standardized, and there is not a lot of room for negotiation. On the other hand, our work with GHIT brings us more in touch with public entities, rather than private enterprises, such as universities and research institutions. As an attorney, receiving comments from these counterparties and having to negotiate various legal documents with them, whose perspectives I am not familiar with, is very refreshing.
For example, when negotiating an agreement with an American state university, we were told that the state law required the indemnification (right to seek damages against the counterparty) and governing law clauses to be written in particular ways. I had never encountered such a comment in my usual transactional work, and had not considered such a comment in the past. Those matters are very interesting because I can learn something new, and made me realize the importance of being mentally flexible. I have been a lawyer for about 15 years, and some of my work in the past involved fast-paced employment law matters that required me to be quick at negotiating agreements. Work with GHIT is fulfilling because I can apply some of the skills I used to use in the past.
Since I am a registered foreign lawyer (gaikokuho-jimu-bengoshi) admitted in New York State, I usually assist with cross-border matters. What is rewarding when working for GHIT is being able to use my expertise as a registered foreign lawyer, including advising on contracts written in English and on differences between Japanese and non-Japanese governing laws.
Balance between management and governance
Hosokawa: I think it is very interesting to see GHIT using the public private partnership (PPP) model to solve global health problems. PPPs do not always work well, but I think that GHIT is an organization set up with a great deal of consideration. I personally like the idea of bringing together groups or individuals who would normally not be connected with each other in interesting ways to create a framework of collaboration.
Goda: Whenever I see one of GHIT’s investment agreements what goes through my mind is a sincere hope that my work will play some small role in the development of products against diseases, such as tropical diseases, which many of us rarely think about in our daily lives.
I was given the opportunity to participate in GHIT’s 2016 Annual Partners Meeting. Seeing how well-attended and full of energy the event was, I realized that GHIT’s initiatives have been quite successful. I believe that one of the factors that makes GHIT successful is that it is managed effectively, with strong backing by large pharmaceutical companies, highly reputable foundations, and the Japanese government.
Hosokawa: How do we find solutions to the various issues that are affecting the world in recent years? Furthermore, how can GHIT generate social impact and then scale that impact? I believe that these are the challenges for GHIT. There are many ways to tackle global problems; GHIT is building a new form of PPP to improve global health. This in and of itself is both wonderful and extremely valuable.
Long-term support for the next five years
Goda: I think GHIT’s efforts to address market failures by providing financing are very valuable. I believe work related to GHIT’s investment agreements and other related contracts will become even busier as the organization scales. We consider ourselves ongoing partners in this work.
Hosokawa: Currently, we are supporting all of GHIT’s legal work. However, as GHIT continues to grow, there will be a day when our support will no longer be needed. That will be an important milestone, as it is natural for a successful organization to gradually become independent and operate in a sustainable manner. Needless to say, it is our great honor to continue assisting GHIT in any way we can, as we certainly benefit and learn from engaging in projects with GHIT. However, from the perspective of further strengthening GHIT’s internal controls and governance, we feel that it will be important for us to help GHIT to eventually become independent.
Goda: In the United States, many excellent lawyers strive to work for NPOs and NGOs, so the in-house teams of those organizations are generally strong. As a long-term goal, GHIT may need to acquire talent to build an in-house legal team. We hope that we can provide help in that regard as well.
The affiliations and positions listed in this interview are at the time of publication of the interview in 2017.