As senior vice president of compliance for Marubeni America Corporation, Jerome “Jerry” E. Barnett finds himself in one of the more complicated situations a compliance attorney can encounter. “We are a company that is Japanese owned, operated in the United States, but with extensive Japanese and other foreign involvements and activities,” Barnett explains. Marubeni America Corporation is the largest member of the Marubeni Group, which is headed by Marubeni Corporation, a major Japanese trading company. The Marubeni Group comprises a network of more than 125 Marubeni Group offices in 68 countries and more than 450 associated companies worldwide. “It really does feel like three-dimensional chess,” Barnett says.
While he’s been in his current role since 2009, Barnett is essentially a lifelong “MC” devotee, having just celebrated thirty-six years with the principal American subsidiary of Marubeni Corporation. It’s not by accident or happenstance that Barnett found himself intricately woven into enabling business across countless jurisdictions and regions. Japan left an impact on the young University of Wisconsin graduate, and he’s intent on overseeing an integrated and synergetic compliance effort that will keep an enterprise he believes in secure and successful long after his tenure ends.
From Madison to Yokohama
Barnett knew he was interested in Japan before he was interested in becoming a lawyer. “I’m still surprised that I went into law, even though both my maternal and paternal grandfathers were lawyers, my dad was a lawyer, and my mother became a lawyer later in life,” the attorney says. “I went through some ups and downs in college where I really had to figure out a path for myself and decide what I wanted from life.”
Barnett’s goals weren’t to make partner at a massive firm or to land a deal that would make him a household name in law. “This may sound strange, but I just wanted a spouse that I loved and who loved me. I wanted a socially useful job that I believed in. I wanted to have outside interests that suited me and could be another avenue for learning and growth. And maybe a house in the country.” Over the next forty years, Barnett would achieve his goals, his kōseki (business achievements), by uniting his love of culture with his career.
As an undergrad, Barnett studied under the eminent author and East Asian historian John W. Dower. He was part of the first graduating class of East Asian Studies majors at the University of Wisconsin, where he would also earn his JD.
After graduating from UW Law, Barnett was not entirely sure what direction his career should take. “I remember interviewing at a Wisconsin firm where the person interviewing me asked me what kind of fish I would be as an attorney. And I said something along the lines of a rainbow trout,” Barnett remembers. “He stopped me and said, ‘Absolutely not. I need a barracuda.’ The hustle and bustle of private practice just didn’t seem like it was going to suit me.”
Soon thereafter, Barnett made the leap to Yokohama and Tokyo on a Japanese Ministry of Education Fellowship. He then earned a master’s in economics from Yokohama National University.
Fortunately, Barnett soon found the meaningful experience he was looking for at Baker McKenzie in Tokyo—an experience that has stayed with him far longer than being asked what kind of fish he would be. “I had been working on a spin-off deal for a company whose future was in doubt, and I essentially whiteboarded a strategy that kind of bridged the gap and helped the deal go forward,” Barnett remembers.
There was a party to celebrate the deal, and at the evening’s end, the staff of the newly divested Japanese company lined up to individually thank Barnett. “I never really got over it,” Barnett admits. “That experience somehow led to my decision to work within the Japanese business sector.” And it’s how he would find his way to Marubeni America Corporation.
Bridging the Gap
Barnett has been with MAC for thirty-six years, and he says it took him around fifteen to feel like he truly understood the inner workings of a Japanese company operating in America. Although he had previously worked as a translator, spent years in Japan, and immersed himself in the culture of the country, he still had a lot to learn.
“First and foremost, there is the consensus-style decision-making that means everyone is in the room together at the same time,” the attorney explains. “Sometimes that can seem formulaic because it can just be a ratification, but it’s the work that goes in to getting there that is the rewarding part for me.”
“Jerry’s ability to understand and work with people from differing backgrounds has proven invaluable in his support of Helena Agri-Enterprises and in Helena’s growth under Marubeni’s ownership,” says David W. Hawkins, vice president and chief legal officer at Helena Agri-Enterprises, a subsidiary of Marubeni America Corporation. Hawkins has worked with Barnett for more than twenty years. “Jerry is an expert in his field and cares about Helena’s business and people. Helena and I continue to benefit from his guidance.”
As for his compliance role, Barnett says many foreign-owned companies have a very difficult time adapting to US-style compliance. When it came to translating Marubeni’s rule set into a wider North American compliance effort, there was a great deal of work to be done.
“I eschew the phrase ‘in-house’ or ‘corporate lawyer.’ I think of myself as an enterprise lawyer, and the more I understood what that meant, the better lawyer I became.”
“We have worked to develop a system that can be meaningfully applied to both our major and minor subsidiaries,” the SVP explains. “They range from meatpacking to grain traders to solar panel testing; we adopt our parent company rule set but tailor them so we’re able to tie each into our five formal US-style compliance programs. It’s worked very well.”
One of the biggest victories over time, Barnett says, is the active and ongoing communication between Marubeni Corporation and its North American subsidiaries. “We’re able to comment on each other’s approaches in a way that is real progress in terms of creating a climate for overall group governance,” Barnett says. “While our parent company is a major Japanese public company, we have more assets in the US than anywhere else, so that makes effective and ongoing communication essential.”
Over the course of his legal career, Barnett has felt a meaningful change of titles. “I eschew the phrase ‘in-house’ or ‘corporate lawyer,’” the SVP says. “I think of myself as an enterprise lawyer, and the more I understood what that meant, the better lawyer I became.”
Moreover, the SVP has been able to help drive business for an entity he believes in. “You have to have patience in a role like this. You have to have that gambatte (do your best and go for it) attitude,” Barnett explains. “But I believe in this company, and I enjoy the people I work with here. And I plan to carry this compliance effort through to make sure that when I leave, the structures we’ve put in place and the people I’ve been able to mentor will be ready to carry the effort forward.”
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Expertise Spotlight
Helena Agri-Enterprises, LLC is a complete agronomic solutions provider headquartered outside of Memphis in Collierville, Tennessee. Helena’s core business as a multifaceted retailer and distributor is to provide its customers in the production agriculture and specialty markets with the tools they require. The absolute measurement of Helena’s success is the success of its customers. That’s why Helena markets and sells innovative products and services to improve productivity and deliver greater customer returns. Helena is one of the only retailers and distributors with expertise in formulation, research and development, precision technology, professional application, and manufacturing.
Helena is owned by Marubeni America Corporation, its parent company since 1987. It has grown to become one of the nation’s foremost agricultural and specialty formulators, with six thousand employees and 450 locations in 42 states and a growing international presence. Helena ranks near the top nationally in volume and sales in crop protection products, fertilizer, custom application, seed and precision agriculture, as well as turf management, industrial weed control, forestry, aquatics and more. As a sustainable solutions provider, Helena is focused on the application of knowledge, helping its customers make critical decisions about soil variability, nutrient and water availability, seed selection, and pest management. Though much has changed over the years, one thing remains the same: the need to produce more on existing acres globally. Its core belief in People…Products…Knowledge…® is the formula to guide Helena into the future.
Helena is supported in its day-to-day endeavors by internal legal, regulatory, and government affairs departments. Assisting in the support are various outside counsel with whom Helena has enjoyed long-standing relationships and Marubeni legal and compliance staff, including—for the past thirty-three years—Jerome Barnett.
