“VIP conversation” between Nathalie Dubois, Fnac Darty Group General Counsel and Christophe Roquilly, Professor & Director of the EDHEC Augmented Law Institute

Do you think the law serves as a good compass for navigating a VUCA world (Volatile, Uncertain, Complex, Ambiguous)?

Christophe Roquilly : It can certainly serve this purpose for organisations, as it provides a framework for interpreting the shared values of a society at a given point in time. It is often said that the law shapes society, but it also frequently lags behind reality. The rule of law provides a framework for a pre-existing phenomenon by attempting to prevent its consequences. It tries, as best it can, to set a course for a rapidly changing reality, to steer it towards standards and thus desirable behaviours.

Nathalie Dubois : I would agree: the law provides moral and technical guidance. It establishes the rules of the game, and this is essential for any form of social life. It also reveals the interdependencies between its various fields, and in doing so increasingly encourages the adoption of a systemic approach. It is a way of thinking in terms of networks, of connecting worlds rather than setting them against one another. The law connects subjects that are not necessarily connected at first glance, which gives legal departments a central role. On the question of time, the making of law revolves around an ambivalence: it attempts to frame the present and anticipate the future, but with tools derived from the past at the time they come into force. Our legal standards have thus often proved incapable of addressing the challenges of ‘tomorrow’, particularly regarding climate change or human rights issues. We must therefore constantly question the law, take a critical view of legal standards and place them within a broader context to understand what they reveal about the changes of our time.

Is trying to freeze reality in a world that keeps moving forward a lost cause?

Nathalie Dubois : The Japanese have a concept, kaizen, which is often translated in management theory as ‘continuous improvement through small daily increments’, but which can also be interpreted as ‘progress comes from movement’. We cannot seek to freeze a movement; the world is constantly evolving, whether we like it or not. But I believe that the law can support these changes by striving for a better balance between hard and soft law, between the framework of the rules and the flexibility of their application, in order to adapt continuously to technological, environmental, geopolitical and societal developments.

Christophe Roquilly : When it emanates from the state, the law is the expression of a political project. It represents, through legal norms, a vision of society. In this respect, it must possess a certain degree of immutability, particularly with regard to fundamental rights and freedoms. These rules must be designed to endure over the long term. But for the rest, there must be a degree of flexibility to allow stakeholders, particularly economic actors, to adapt rapidly to rapidly changing contexts. These are eminently political issues, as can be seen from the great diversity of legal traditions around the world: the way in which the law is forged and evolves reflects the values of the society it governs.

In this context, are legal departments within companies properly positioned to fulfil their role to the full?

Christophe Roquilly : For a long time, they have been described as a support function, and whilst I have no issue with this terminology, we need to look at what lies behind it: the notion of a cost centre whose contribution to performance is given little or no recognition. This is increasingly less the case, and it also depends greatly on the company’s culture and the personality of its leaders, its sector of activity, and so on, but the role of a legal department in creating value is still not sufficiently realised.

Nathalie Dubois : This notion of support is a real issue. Legal departments today wear two hats: one, the traditional role of guardian of the temple, and another, more recent one, as a business partner. But one has not replaced the other. The roles have merged to address the growing complexity of the contexts and issues that companies have to deal with. I agree with Christophe: it is not the words themselves that matter, but how we understand them and the extent to which they confine us within mindsets that we must move beyond. It is clear that today it is essential to adopt a holistic and systemic vision, which is why I strongly believe in the need for legal departments to adopt a cross-functional, multidisciplinary approach, to think in project mode, where the lawyer becomes a trailblazer and a connector, rather than a reactive support function within a reductive vision. But this is a joint effort: other departments must also understand how to integrate and make the most of this legal expertise within their own areas of responsibility.

What does this mean in terms of the skills that need to be acquired?

Nathalie Dubois : I can think of three: systems thinking to break down silos and foster collective intelligence; project management to learn how to organise, structure and work with others; and risk management to adapt to changing circumstances and navigate sometimes conflicting demands. I would add ‘questiology’, or the art of knowing how to ask the right questions, because you cannot expect good answers if you do not ask the right questions.

Christophe Roquilly : Similarly, we must also develop training for non-lawyers: it is absolutely essential to teach them to understand how the choices they will have to make must be informed by legal considerations. This is the approach we have taken at EDHEC for many years now, with courses such as Legal Environment and Business Decision Making in the M1 to inform economic and entrepreneurial decision-making through the lens of law. It is this kind of mindset that we must strive to instil in all our students and future managers.

Christophe, in 2024 you wrote in an article for The Conversation that one of the obstacles to the development of lawyers and legal departments was cultural. How do you both view this factor today?

Christophe Roquilly : Lawyers are trained to be experts, with a strong aversion to making mistakes. Of course, given the importance of the issues they deal with, it is best not to make mistakes. But this confines them to their own area of expertise, preventing them from opening up to other ways of thinking, from experimenting, and from fully integrating themselves into projects. There is a form of ‘egocentrism’, in the sense of a mindset centred around one’s expertise, whereas other professions are more naturally client-centric. The expert thrives on their expertise, on their ability to be infallible when called upon. It is a mindset that drives excellence but tends to isolate.

Nathalie Dubois : This is an issue that concerns us greatly at the AFJE because it relates to the training needs of legal professionals, which are all too often limited to keeping up to date with legal matters. Yet it is crucial to look beyond our usual horizons, to broaden our horizons, and to undertake non-legal training. For example, I chose to do an MSc in Strategy and Design for the Anthropocene to step outside my comfort zone, to ‘live with the trouble’, as Donna Harroway puts it. But there is a twofold obstacle: lawyers are not encouraged, during their initial training, to explore non-legal fields, and once in practice, they are not allocated the time and budgets needed to embark on this kind of exploration. Yet these training biases are then reflected in the way we see ourselves, the way we see others, and the way others see us. But the challenges we face today as a society—climate change foremost among them—will not forgive a siloed vision or a lack of mutual empathy between stakeholders, whether internal or external.

Speaking of which, how do you think legal professionals should be positioned when it comes to ESG or sustainability issues?

Nathalie Dubois : In my view, the role of the legal professional should be one of co-management alongside other functions, particularly CSR departments. This is a natural partnership that should be encouraged, because the boundary between voluntary commitments – which form the original scope of CSR – and the regulatory framework governing these issues is becoming increasingly blurred. These are inherently systemic and therefore multidisciplinary issues. In tense and changing environments, with an ever-increasing number of stakeholders, the contract as a relational framework will become increasingly central, which means that the lawyer will play an increasingly central role as a social architect, capable of bridging worlds to create frameworks that stand the test of time. This is an essential role that the law and contracts are called upon to play.

Christophe Roquilly : With sustainability, legal professionals are faced with increasingly complex issues that require them to look beyond the law and engage with a field of paramount importance: ethics. This touches on the core values of a business, which transcend borders and the law, particularly for organisations operating internationally in contexts where the rule of law varies from one country to another. The guiding principle is therefore no longer necessarily the law, but ethics. And I believe it is essential that lawyers are able to shed light on these issues.

What benefits has the collaboration you have built up between your organisations over the past few years brought?

Christophe Roquilly : We have enjoyed a close relationship with the AFJE for a very long time, which has enabled us to build a partnership based on trust, resulting in numerous joint projects. The AFJE provides us with the intellectual and practical strength of a community of legal professionals who are experts in their field, and with whom we can work on key issues and develop concrete solutions to meet our needs. We have worked – and continue to work – with the Legal Department at Fnac Darty, drawing on collective intelligence to help identify the best avenues for transforming the Legal Department. Indeed, Fnac Darty’s Legal Department was our first to be awarded the ‘legal champion’ label as part of our Radar for the Transformation of Legal Departments through Legal Operations.

Nathalie Dubois : This collaboration provides us with a forum for dialogue where academic and operational approaches come together without conflicting. It enables us to ground the transformation of legal departments in reality whilst maintaining a broad perspective. It also fosters a fruitful co-construction: research sheds light on future changes, and our feedback from the field helps us understand the day-to-day complexities faced by legal professionals. This back-and-forth creates a collective intelligence that drives the evolution of legal culture. Finally, this long-standing relationship allows us to test, iterate and refine. It is a partnership focused on equipping and supporting legal professionals over the long term!