Linda Primrose has a passion for education. It is in her genes.
She has a bachelor’s degree in biology, a master’s degree in environmental sciences, a law degree and a senior executive program certificate from the London Business School.
“I love to learn … and would gladly still be in school obtaining additional degrees,” Primrose told The Texas Lawbook. “Unfortunately, that isn’t practical.”
Primrose discovered the second best thing: Being a lawyer at Mitsui & Co., an international company with 10 business divisions ranging from iron and steel products, mineral and metal resources and infrastructure projects to mobility business, foods and retail, wellness and IT and communication.
Such “diverse business operations, and the nature of the legal profession generally, allow me to continually scratch that itch,” she said. “Plus, it is absolutely vital to continually study in order to stay current with legal developments, new areas of law and new industries, and assess new potential risks and opportunities.”
In 2023, Primrose and her legal team at Mitsui worked on three major projects: a joint venture with Celanese on a carbon capture and utilization system in Clear Lake, Texas, that turns greenhouse carbon dioxide into methanol; a collaboration with Sempra, Mitsubishi and TotalEnergies for the Cameron LNG facility; and a carbon capture and storage project with Total and Petronas in Malaysia.
“Linda also has an uncanny ability to digest an enormous amount of information and cut right to the key issues,” O’Melveny & Myers Chair Bradley Butwin told The Lawbook. “Her judgment is unmatched. Her handle on the business is especially impressive when you consider the staggering breadth of Mitsui’s business all over the world.”
Butwin said Primrose’s background as an environmental scientist “contributes to her grasp of technical and business issues, particularly relating to Mitsui’s energy and industrial business lines.”
“So, in contrast to many of us who studied philosophy or Latin or the arts before law school, she’s a lawyer who outside counsel and opposing counsel alike should not underestimate,” he said. “She really knows her stuff.”
The Association of Corporate Counsel’s Houston Chapter and The Texas Lawbook have named Primrose a finalist for the 2024 Houston Corporate Counsel Award for General Counsel of the Year for a Midsized Legal Department.
Houston Corporate Counsel Award finalists will be honored and the winners announced at a ceremony on May 15.
“Linda’s strategic acumen has not only bolstered operational efficiency, but has also facilitated legal compliance and risk mitigation strategies across the U.S. and Canada,” said Blank Rome partner Susan Bickley, who nominated Primrose for the award. “She has and her team have successfully negotiated global discount programs with law firms, introduced AI-based contract review interfaces, and launched a SharePoint-based litigation tracker with Power BI dashboard — all contributing to significant cost savings and enhanced internal reporting.”
Bickley said that Primrose, who is the first woman and first non-Japanese person to serve as general counsel at Mitsui, “has paved the way for diversity and inclusion within the legal profession.”
“Her trailblazing leadership not only sets a precedent for future generations but also exemplifies her ability to thrive in multifaceted and challenging environments,” she said.
Baker Botts partner Russell Lewis said Primrose has “uncanny legal instincts and the fortitude to stay calm under pressure.”
“Mitsui is a massive organization with complex matters arising out of a wide and diverse array of investments,” Lewis said. “Linda has had to become an expert in all of these areas to serve the full range of business units across the U.S. and Canada, and she has been more than up to the challenge.”
Primrose was born in Mount Kisco, New York, and grew up in nearby Somers, which is just north of New York City.
Her mother obtained two master’s degrees and was an educator — first teaching children with special needs and later psychology at Westchester Community College in New York.
“My mother Marilyn wore many hats,” Primrose said. “She was also a psychologist and met with private clients in our home. On top of that, she was a singer, dancer and actress and gave voice lessons in our home as well. I grew up in the theatre, tagging along to my mother’s rehearsals.”
Primrose’s father also had a master’s degree and worked more than three decades at IBM as a computer program manager in mainframes. He was part of the team at IBM that developed software for the airline industry’s reservation systems.
Premium Subscriber Q&A: Mitsui GC Linda Primrose discusses her hero in life, what she seeks when hiring outside counsel and efforts at diversity and inclusion.
Despite having a large extended family, Primrose had only one relative who was a lawyer — her uncle, former New York Supreme Court Justice Jim Dollard. But the trial judge did not play a role in her becoming a lawyer.
“My mother thought I would make a good lawyer, not just because I excelled academically but because she viewed trial work through the lens of an actress,” Primrose said. “She thought I could put on a persuasive performance for a jury. I, however, had no interest in being a litigator.”
Instead, Primrose loved science, obtaining a bachelors in biology at Fordham University and a masters in environmental science at Rutgers University. She conducted pediatric AIDS research and conducted environmental site assessments.
“It wasn’t until I became frustrated with regulations that I thought, nobly, I would attend law school and try to fix it from the inside,” she said. “To be completely candid, I also wanted to prove to my then-boyfriend that I could do it.”
Primrose earned her law degree from Fordham in 2001 and joined the corporate transactions practice at Cravath. She credits mentors at the New York firm for helping her “be the lawyer and leader I am today.”
George Stephanakis, now a partner in the firm’s London office, taught Primrose “the value of meticulously preparing for every interaction.”
“We would conduct due diligence review by combing through boxes of paper files in windowless conference rooms for days,” she said. “George was so thorough and synthesized information so quickly that he was able to ask very specific diligence questions on behalf of our clients with reference to particular documents — often to the box, file and page number. He ensured that negotiations and deal documents were informed by these revelations to the great benefit of our clients.”
Primrose also credits now retired Cravath partner Phil Gelston for helping her understand perspective.
“I recall on one particular matter, I had made a mistake. It was fixable, but I felt awful because Phil had to call the client’s chairman and explain what happened and how we would fix it,” she said. “I was beating myself up over it, and I will never forget Phil saying, ‘If this is the worst mistake you make in your legal career, consider yourself lucky.’ He wasn’t letting me off the hook, and he certainly expected me to learn from it and not repeat it. But he also wanted me to have an appropriate overall perspective on our work and our role — to focus on resolving the issue and preventing reoccurrence, rather than wasting too much time on self-blame and chastisement.”
As Primrose came to the end of her fifth year of practice at Cravath, she started considering whether to charge forward on the partner track or to consider other possibilities.
“There is a window of time where associates are most marketable, where they have excellent experience but are not at the partner or GC level yet, so there are more opportunities,” she said.
Primrose came to the conclusion that she wanted more than law firms can offer.
“As outside counsel, I only saw a window of their world, and I wanted more of it,” she said. “I wanted to be a part of what happens next and to really get entrenched in one company, making a direct impact on daily business.”
Primrose first joined Mitsui’s legal department in 2006 as corporate counsel based in New York. She moved to Houston several years later when she was promoted to senior counsel. In April 2021, she was named general counsel and corporate secretary for Mitsui’s U.S. and Canada divisions.
“I went in-house because I wanted to become entrenched in an organization, know its operations backwards and forwards and contribute directly to the bottom line,” she said. “But Mitsui is so diverse and is constantly evolving. There are so many industries to learn about, as well as risks and regulations surrounding them. Keeping up with this ever-evolving landscape and ensuring compliance with a patchwork of local, state and federal regulations is a real challenge, but is also what keeps things interesting.
Primrose admits that the fear of “not anticipating, or simply missing” a new regulation or court decision that impacts the business is “what keeps me up at night.”
Another significant challenge, she said, is having a Japanese parent company.
“One important skill all lawyers must develop is distilling complex issues into simple terms and recommendations,” she said. “That skill becomes even more critical when conveying this information and guidance to senior leaders who do not have English as a first language or who come from a cultural environment that is very different from here in the U.S. or Canada. This distilling of information and simple communication is something that my department does exceptionally well, which is highly appreciated and enhances the value and function of the legal department within the organization.”
Besides the large joint ventures and investment transactions, Primrose and her team have successfully launched several initiatives.
For example, she and her team developed a digital litigation tracker with the assistance of Mitsui’s IT group that allows each of the company’s 30 portfolio companies to timely report and update dispute matters directly into the access-controlled system, which allows the legal department to run analytics and to provide useful reporting to management through a Power BI dashboard.
The legal department also recently introduced AI-based contract review for nondisclosure agreements. It features a web-based interface that allows direct uploads from the company’s business teams.
“This past year, we also proactively conducted legal-risk profiling of all of our businesses — portfolio companies and business divisions — utilizing a framework we developed internally,” she said. “The results allow us to assess where risks of higher probably and magnitude exist and where our efforts can make the biggest impact — but also allows us to see trends among companies so that we can address risk mitigation more efficiently on a group basis.”
Debevoise partner Ezra Borut said that Primrose has achieved so much at Mitsui because she is a “commercially oriented lawyer who has a deep understanding of her client’s needs and priorities based on nearly two decades at Mitsui.”
“She is a quick study and has deep knowledge across many substantive legal areas and business sectors, which is essential for a GC in a global company like Mitsui,” Borut said.
Borut said Primrose is a “thoroughly approachable and engaging individual who is smart, straight to the point and fun to work with.”
“Linda is a gifted singer and sings in her church choir,” she said. “She has a deep appreciation for all types of music — she is a Swifty and she and her daughter travel great distances to attend Taylor Swift concerts. Linda is also a prudent consumer — just ask her about her coupon clipping habits.”