Mark Kelly: Our culture sets us apart

How would you define your firm’s culture? How important is firm culture to you?

Culture is vitally important to our Firm and to me personally. We often talk about the V&E Family, which I believe is real. Our lawyers and administrative staff become part of that family when they join the firm. We have a huge alumni base that we communicate with on a regular basis. We also host an event where we invite all of our former lawyers to reunite with their colleagues. The atmosphere is electric as you witness dear friends, who started their careers together, reminiscing about their days at V&E.

I would venture to guess that few firms have that. My belief is that, in an era where the legal market is increasingly competitive for talent, our culture, which focuses on collaboration, working in teams, mentoring younger lawyers, and embracing diversity and inclusion efforts, make a huge difference in our ability to attract and retain our people.

What’s the main change you’ve made in the firm in the past few years that will benefit clients?

We have focused on ensuring that we have consistent excellence in all the areas that we choose to pursue. We have eliminated certain practice specialties that we thought were becoming commoditized or where we didn’t see opportunities for growth. We have spent an enormous amount of effort on communication across the firm to ensure we are aligned in our goals to be an elite global firm. This has required us, at times, to make hard decisions in where we invest our resources. In the last several years, we have strengthened our ranks and attracted quality laterals in key areas of growth for us, such as private equity and finance in London and New York and white collar and government investigations in Washington. If financial performance is any judge, we have been able to achieve record profitability the last two years and are on a path to have another record year in 2018.

What are the biggest misconception of Vinson & Elkins – do you find yourself pigeon-holed by historical reputations?

We have always been perceived as one of the premier energy firms in the world. While that is a core strength that we want to maintain, we actually are much broader in the overall practice areas we serve and compete in. Four years ago, we added a REIT practice to complement our leading capital markets practice. We represent the Panama Canal Authority on one of the largest construction disputes in the world. In fact, we have been involved in three of the four largest construction disputes around the globe. Our white collar, government investigations and IP work is largely non-energy. We are expanding our significant private equity practice in areas outside of energy. Our work in London involves clients in the telecom space, high-yield,
special situations, construction disputes and non-energy acquisitions. I believe that we will always dominate the energy space and that great work will continue to help us expand and grow across industries needing sophisticated legal work.

Differentiation is critical to buyers of legal services – how do you stand apart from the rest of the market?

Differentiation from your competition is critical to success. Clients today are much more sophisticated in hiring law firms. Many companies want to ensure your commitment to their needs and talk about “partnering with their outside law firms.” This requires that you develop a strong relationship, really listen to them, and understand their issues and needs. One way we stand apart is that our compensation system does not have formulaic origination credit. Those sorts of systems can incentivize lawyers to not work collaboratively, which can have negative repercussions for clients. We work hard at collaboration to assemble the best team for the particular assignment. We also have a very deep bench, which allows us to allocate substantial resources to meet our client needs in a cost-efficient way.

What do you think are the top three things most clients want and why?

Clients, above all, want an excellent legal team committed to their matters. We pride ourselves on making sure that we get to know our clients’ business and work tirelessly for them.

Clients also want practical and creative solutions. You need to not only identify the risks, but come up with suggestions about how to tackle the issues. Relationships in the legal business are key to building trust and delivering good advice. Many of the issues our clients face are difficult, and it is important to partner with them and help resolve those issues together. Having great judgment and an ability to communicate positions well are essential.

Clients don’t like surprises, and so we focus intently on staying ahead of them on the issues, making sure the value proposition is there and that we are viewed as delivering excellent results that are viewed as value-add by the client.

What have you found is the best way to retain talent – both at partner and associate levels?

Our lawyers are called everyday by other firms trying to entice them away. Fortunately, most have elected to remain, and I believe it is because of our culture, where we care about each other and we truly like working together. It is critical to have a compensation system that is competitive in the market for both associates and partners. Lawyers enjoy working on very sophisticated, high-profile transactions and cases.

People want to feel that they are a part of something special. It is our commitment to our lawyers that we offer great work, in an environment that fosters their ability to grow and excel in their field of expertise while developing close professional relationships. I like to think that although we are very serious about the legal work we do, we don’t take ourselves too seriously, and we enjoy practicing together and have a lot of fun doing it.

Recently, I have been pleased that we experienced the ‘boomerang effect’, where lawyers who left the firm return to rejoin our ranks, and they become the biggest advocates of how our culture really is truly special.

Since becoming chairman, what has surprised you most, either internally or externally?

We have spent a lot of time educating our lawyers about the economics of practicing law. I was surprised to see how eager our partners were to embrace the changing legal landscape. Competition is intense, and the way we practice has to change with it. Clients are more cost-conscious, and we must be able to still deliver excellent client service while we continue to train and grow the next generation of outstanding lawyers, and we must field more diverse teams in order to obtain outstanding solutions for our clients. We must embrace technology and invest in it becoming more efficient in how we deliver legal services today and in the future.

I’m not sure I fully appreciated the time and energy it has taken to maintain an active legal practice while leading the firm. Fortunately for me, I work alongside Scott Wulfe, our managing partner, and we operate extremely well together with the deep level of trust necessary to run a global law firm in today’s complicated world.

Rich Gold: every administration brings to Washington its own style and cadence

Rich Gold featured image

The notion of government work has risen in recent years, with general counsel realizing how critical it is – do you see this trend continuing?

Yes, we do. Our country has weathered the Great Recession and now has fully emerged from those historically tough economic times. Even so, our national focus continues to be on preventing another recession, and from that perspective, we see the cost of overregulation in trying to avoid a repeat scenario. In some ways, the economic center of the country has moved from New York to Washington. So it’s natural for the C-Suite occupants of major companies and nonprofit groups, as well as mayors of our cities and county executives, to feel like they need to have a presence in Washington, given the risks of another economic maelstrom that could impact them if they aren’t there to give their input. Lobbying and the law – how do you work with both sides for the benefit of clients?

Consider the many pressing issues facing Washington today. They range from tax reform implementation and the regulation of the financial services industries, to the regulation of emerging technologies in the energy and transportation sectors. All of this plays into the sweet spots of those law firms that have regulatory capability along with sophisticated lobbying practices. In some ways, where we find ourselves as a country and an economy right now requires both skill sets to solve the major issues confronting companies and industry sectors. This paradigm shift has prompted Holland & Knight to establish a major practice in this area by combining our legal experience with a roster of top talent that includes senior professionals without law degrees. By doing so, we have created a policy group that operates much more like a business consultancy rather than a traditional law firm. For example, our office space looks more like Google than a law firm. We don’t track or bill time for our policy matters, and we work on fixed fees in order to put the right team at the table. Our clients have responded positively to these innovations.

What have been some of the key success stories for the practice in the past 12 months?

There have been several for Holland & Knight in the past few months. Here are just a few:

a) Holland & Knight delivered a bet-the-industry victory on behalf of the Biosimilars Forum, the first coalition of drug manufacturers that make medicines that are similar to biologic drugs, which are created from living cells or organisms. We ran a campaign that resulted in changes to government health care reimbursement policies that will create substantial savings and treatment options for consumers while boosting an important segment of the life sciences industry.

b) Seeing an absence of a national partnership between local leaders, businesses and the federal government to address homelessness, in 2017 Holland & Knight created a coalition: the Mayors and CEOs for U.S. Housing Investment. The coalition includes 18 mayors from large cities such as Atlanta, Los Angeles, San Francisco and Washington, D.C., and major businesses such as Kaiser Permanente, which recently supported the coalition’s mission with a $200 million commitment to create housing through a partnership between the public and private sectors.

c) Holland & Knight represents the leading autonomous vehicle company in the U.S. as its sole federal lobbyist and is helping its client shape federal policy on this emerging technology as it comes before Congress, the Department of Transportation and the White House.

As much as you can or are prepared to say, what are the biggest issues clients need to understand with the current administration?

Every administration brings to Washington its own style and cadence, and the Trump Administration is no different. Advocating before it has similarities to the Obama Administration, but obviously there are significant differences as well. Our job in essence is to be able to read a person, an agency or a situation in seven seconds and determine the advocacy tools that will convince a government decision maker to accept our client’s position. That is our job; it doesn’t change. However, you need strong contacts within the White House
and the Cabinet in this Administration. You need to communicate an issue from the perspective of the President’s voter base. Additionally, you need to create an environment around an issue you are advocating for that will be persuasive to the White House so it will adopt that position.

Do you expect that to change in November with the mid-terms, and what’s on the horizon for 2019?

Should Democrats take one or both of the houses, obviously Washington will be a different environment in 2019. To the extent that Republicans maintain control in both houses, we wouldn’t expect things to change. In either case, presidents come into their own in the third year of their administration. They may have success in the first Congress, but they are really getting a feel for the job by the time they get to year three. While the president may be faced with more significant challenges if there is a Democratic majority in one or both houses of Congress, expect him to have a better grasp of the art of what is doable in Washington and how to move his agenda forward. In fact,
we’re already seeing that to a certain extent. Clearly, a Congress controlled by the Democrats will have a strong focus on investigations, administrative policy and ethics issues. However, at the same time, issues like infrastructure legislation and a continued focus on tax reform provide the opportunity for bipartisan compromise.

Investigations work has been growing across all areas – where do you see the trend heading with government investigations work?

If Democrats are successful in taking control of the U.S. House, Senate or both in November, we would expect in 2019 a significant spike in investigations work, focused not only on the administration but also on major business sectors. While the era of U.S. Reps. John Dingell and Henry Waxman, two of the greatest congressional investigators in our lifetimes, may have passed, the Democrats, who would take the helm of the Energy and Commerce Committee and the Oversight and Government Reform Committee, would be quite capable of providing strong leadership. Holland & Knight lawyers, such as John Brownlee, former Democratic House members, such as Gerry Sikorski, Jim Davis and Ron Klein, and our High Stakes Communications Team, which handles crisis management situations, will be uniquely positioned to help clients.

Malcolm Simpson: Misconceptions don’t hold us back

How would you define your Walker Morris’ culture? How important is firm culture to you?

If I had to summarise our culture in one word it would be collaboration. By that I mean not only collaboration internally and with clients, but also with other professionals, including from other law firms.

Having all our employees based in one location and working with each other on a day-to-day basis engenders a very special culture. It encourages seamless, collaborative team working and also means the board and I are very visible. We have a fairly flat structure anyway, but it helps us to be more accessible.

Collaboration is also at the heart of our relationships with clients. We like to empower our lawyers to give them the freedom to grow and develop their practices by having the time to really understand our clients’ businesses and collaborate with them to develop creative solutions. Daniel O’Gorman, one of our corporate partners, is a good example of that. When he joined a couple of years ago we gave him the space and time to develop his strong private equity connections overseas – which he has done with great success.

We’re able to support him with a very strong capability from our office in Leeds, often while he is overseas, to create a cohesive service for his US-based clients.

Finally, collaboration with other lawyers is a key part of our culture. Being a fiercely independent firm, our strong network of independent, overseas law firms is important to us. We work collaboratively with them, both in terms of work and shared marketing events. We have a long and successful track record of working with US and Magic Circle firms, providing specialist support – such as pensions, labour law and real estate – on transactions where they do not have full service capability. There might also be opportunities for working with other independent firms, for example, in developing artificial intelligence capabilities – something we are currently exploring.


What’s the main change you’ve made in the firm that will benefit clients?

Having only started the role on 1 May this year it is still very early days. I want to ensure my efforts are predominantly outward facing and client focused. I am working my way around our key clients and we are re-invigorating our key client programme as part of our strategy renewal. As part of that we plan to extend the range of specialist services we offer within our core markets. We
will provide these additional services in response to identified needs of existing and prospective clients, both in the US and UK.

The other major project we’re working on is our move to a new building. It will be the largest professional services relocation in Leeds for almost 15 years, so it’s a big undertaking for everyone in the firm. The move is more than just moving to a new building. We’re using it as a springboard to radically change the way we work. So it is one, albeit key, element of a programme of major infrastructure investments we’re making to give our lawyers the freedom to manage their time differently and the flexibility to work more efficiently from any location, be that in the office, remotely from home, with clients, or on the move. Investments include new document and case management systems, a practice management system, improved remote working capability and the difficult, but important, shift to a paper light environment. We’re also trialling AI systems as we speak, which is very exciting.


What are the biggest misconceptions of firms such as Walker Morris – do you find yourself pigeonholed by historical reputations?

People sometimes fail to understand our business model as we don’t fit neatly into the pigeonholes of a regional, national or international firm. But whatever misconceptions there may be, they don’t hold us back. With the largest headcount in Leeds we are (unsurprisingly) dominant in our regional market, but what many people don’t realise is that over 70 per cent of our work is from outside of the region with around 20 per cent of it from international clients.

Our international clients really value our City-quality offering without the overhead. Relationships are critical so we invest heavily in our clients; we visit them often, whether they are in London, Leeds or Milwaukee, These factors plus great tech make a compelling proposition so that, frankly, our clients don’t mind where their work is being handled.


Differentiation is critical to buyers of legal services – how do you stand apart from the rest of the market?

We differentiate ourselves in a number of ways. We have a deep understanding of our clients’ needs in key sectors, mostly in the real economy. We aim to give a genuinely full-commercial service to those clients, which means continual adaption so we can deal with a plethora of emerging issues, such as clean energy, technology/data, competition and the impact of sanctions.

We are also aiming to give our lawyers a real competitive edge through technology. We’ve already started with the basics, investing in infrastructure and systems security. Clients tell us how vital it is that the integrity and security of their data is protected. Indeed, we see in the media all too often the far reaching consequences for companies who face security breaches. We’re pleased with the progress we’ve made in this area. In fact, in a study by cloud intelligence company OnDMARC we were the only top 100 law firm to pass its security tests. We are now looking at ways we can use technology to streamline service delivery and free up the time of our talented
lawyers so they can spend their time on the ‘rocket science’.

Finally, we’ve also differentiated ourselves in our international approach to service our clients’ international needs. To that end we’ve invested in developing strong connections with other leading independent firms worldwide so we can identify the local firm that is best able to fit our clients’ specific requirements in other jurisdictions. This ‘best-of-breed’ approach has found favour with many of our international clients, particularly in Europe, the US and Asia who appreciate our knowledge of the legal marketplace in the European jurisdictions they wish to do business in.


What do you think are the top three things most clients want and why?

Outstanding quality of work and service levels are hygiene factors in the competitive world of commercial law. They are a given. Clients want advisers they know and trust – relationships are vital. We take the time to travel and see our clients, wherever in the world they are. Understanding your client’s market and business is key in helping them to manage risk, which is top of the list of all the general counsels we speak to. GCs are coming under increasing pressure to demonstrate value and manage tighter budgets. Helping them to deliver more for less is important and working with them to identify the costs savings really helps win friends. That might be achieved through technology and process for example of being innovative on fees or shared risk.


What have you found is the best way to retain talent – both at partner and associate levels?

The workplace is changing quickly and responding to those changes is vital in the battle to win and retain the best people. Allowing greater flexibility through agile working definitely, for example, helps. Offering greater flexibility in career choices and paths is also important. People have different needs at different times in their working lives; firms need to find ways of keeping their staff through these different stages.

We already have a great training programme for our lawyers. We now plan to roll out a leadership programme open to our lawyers and business services staff, giving us a pool of talent from which we can draw future generations of leaders. We’ve been investing heavily in our learning and development programme. For example, our mentoring programme has increased by 70 per cent in the last year and we also launched an online training academy to provide bite-sized content from leading experts.


Since becoming managing partner what’s surprised you most, either internally or externally?

How fantastically supportive the partners and all of our staff have been. I am very lucky to work with such great people.

Malcolm Simpson became managing partner of Walker Morris on 1 May 2018. He has 17 years of experience as a partner in the commercial disputes team and, as IT partner, oversaw a multi-million pound investment in the firm’s IT systems and infrastructure.

Bridging the gap between independence and management

How would you define your Luther’s culture? How important is firm culture to you?

At Luther, we are living an open, teamwork-oriented, and business-driven culture with a clear focus on the needs of our clients. We also encourage an environment of continuous learning. The firm culture is very important since it holds us together and sets the basis for our joint approach. It is also reflected in the Luther brand: ‘Hits the mark’. Luther stands for expertise and commitment. With enthusiasm for our profession and the matter; we work out precise answers. We strongly believe we can achieve more by bringing together experts with a broad range of knowledge and perspectives.


What’s the main change you’ve made in the firm that will benefit clients?

In recent years we have increasingly concentrated on anticipating new developments in our clients’ industries and working together in interdisciplinary teams. We are always available for our clients, not just when problems arise. This kind of tailor-made approach is highly appreciated by our clients, as we are not only pure problem solvers but we also think about future obstacles in times of rapid change.


What are the biggest challenges facing firms of your size in Germany?

The handling of mass litigation is a big challenge. You need people, but you also need the tools and infrastructure to handle many lawsuits effectively. Besides, it is not easy to keep the balance between local and
organisation-wide commitment.

Our locations in Germany traditionally have strong roots in their respective regions. You have to remain faithful to these roots and at the same time integrate these structures into a growing organisation that operates on a national and international level.

One of the biggest challenges facing law firms in Germany is the recruitment of talent. The demand for legal advice is very high, but the talent market is sparse.


What are the best ways to retain talent – both at partner and associate levels?

To inspire candidates to work for Luther at the associate level, we maintain contact with universities and host events for promising candidates. A few weeks ago, for example, we invited former, active and future trainees to a joint evening in Cologne.

At partner level, we continuously offer new perspectives and support business development. This approach provides incentives for both, existing and new partners. At the beginning of the new financial year, we have, for example, appointed five new partners. The promotion of young talent is supported by our partner development programme, which we have been running since 2014. Senior associates with partner ambitions, and who have potentially great skill sets, receive support in developing their own business case for partnership. In cases where we would like to further expand specific areas, we naturally also make use of lateral hires.


What do you think are the top three things most clients want and why?

Competence, trust and a deep understanding of the industry are the cornerstones of a good client relationship. I am convinced clients want top-notch advisers they can trust, who think ahead and who have access to all necessary resources for handling complex situations. This is what we understand as full service: interdisciplinary teams that can be expanded or reshaped when needed. I also believe that the role of legal advisors is shifting towards more of a general consultant when it comes to new areas in which legal conditions are still developing.


Since becoming managing partner, what’s surprised you most about running a firm?

The most interesting experience for me was to be confronted with the idea of leadership in a new way. On the one hand, lawyers act very independently; we have a very strong entrepreneurial approach among our ranks. On the other hand, however, many are also seeking leadership and guidance. So, working together on large projects, between these two ideals, can lead to rather difficult situations. The challenge is to bridge the gap between independence and a managed law firm. Both can coexist.

Think Outside-in

This spring, together with a couple thousand others, I had the opportunity to attend the CLOC conference in Las Vegas. The conference was all about expectations around service delivery and the changing needs of the legal operations profession. Seems pretty on point in a profession undergoing change.

A couple of things struck me, however. First, there were relatively few lawyers from private practice in attendance and, second, a number of those who were there seemed mystified by the event. In considering this phenomenon – which is not the only time – it seems to me that this reflects a broader issue: how we relate to clients and how we deliver our services in a way that meets their needs.

Survey after survey will tell you that corporate legal buyers are dissatisfied in many ways with their law firms. Certainly, these concerns were not far below the surface at CLOC. In many ways, those of us in private practice often suffer from a failure to perceive circumstances from the perspective of the client. The reality is that we can gain and deliver more value with our clients if we think from the outside-in.

Put the client, not the firm, at the center of your thinking

If you are going to design a service delivery model that meets the needs of your client, then truly understanding those needs is a
base-line requirement. This is no flash of insight: client-centricity is hardly a new idea in business. Business-to-consumer businesses, particularly those focused on product design, have long been focused on the client/user experience. Translating that focus on the customer is trickier in business-to-business settings and even more complex in professional service environments. In professional services, we need to learn to elicit insights from the ultimate consumer of services, so we can start with the correct service requirements, design the solution set and then continuously improve upon service quality.

If you are a partner in a law firm, you may be thinking “we are all about understanding our client.” The reality, however, is that there is a huge gap between even great client service and a commitment to true client-centricity.

What is required for the latter is a whole different level of transparency and a willingness on all sides to embrace a true dialogue. At its most powerful, that dialogue can result in the co-creation of a wholly different service delivery paradigm. When it works best, thinking outside-in results in a structured discussion about how the two businesses (law firm and law department) work in tandem to deliver top-level services to the end-buyer of services – the law department’s internal clients. It requires a level of process transparency and financial transparency to which most firms and legal departments are unaccustomed and, oftentimes, find scary. It requires a willingness to have an honest discussion as to which organization is best equipped to handle certain parts of the work – and a recognition that the answer might be neither.

So, let’s just do some of that!

Outside-in thinking means designing and delivering services from the client’s point of view — considering the client’s service journey and the client’s end-to-end experience. This is much harder than it sounds, because everyone is hardwired to look at the world from his or her own point of view. Understanding other perspectives is an uncommon skill to begin with – and most organizations don’t take the time and effort to cultivate this critical competency in its client-facing personnel. This is particularly true with lawyers. By nature, we are siloed creatures.

In addition, the organizational structure of most law firms, and most legal departments, is often a silent barrier to client-centricity. In the vast majority of organizations, the structure reflects the composition, specialization, or area of focus of the people who work there, rather than the people who are buying the services. In this environment, each team member is the owner of a small piece of the client experience. Each team member’s perspective is limited by boundaries that are difficult to conceptualize. In this environment, seeing the whole field is difficult. If all you have is a hammer, everything looks like a nail. In other words, we are predisposed to tackle problems with our own toolset, with our own repertoire of skills and knowledge. Navigating our own organizations to challenge and stress-test those assumptions can create perceived personal risk. Going back to the drawing board and asking what the best solution
might be, and identifying an optimal toolset for this particular problem, can be scary.

As if this weren’t enough, there are three other factors that make the outside-in approach very difficult:

The artisan lawyer

Most lawyers are simply unaccustomed to having a discussion about how they deliver legal services. They are stuck in an artisan mindset – fitting for the legal services market of the past but a barrier to solution design now. This artisan mindset goes to the heart of lawyers’ perceptions of themselves – credentialed professionals with very specialized expertise. There is a level of protectiveness around the delivery of services much like a covert operative would view tradecraft. In our industry, getting lawyers to recognize that this level of dialogue and transparency only enhances their value involves a significant change process.

The client is speaking, but who is listening?

Creating a dialogue implies that someone needs to be talking and someone needs to be listening. This sounds obvious, but truly thinking outside-in requires us not just to listen, but to listen with the intent to understand, rather than the intent to respond. The root cause of a client’s pain points isn’t always known to the clients themselves. Lawyers must resist the temptation to provide an answer before the problem is fully articulated; in most cases, this undermines the fundamental point of the voice of the client.

Change is hard – for everyone involved

The required solution sets sometimes (okay, rather often) require change from all parties. Change is hard, and in some cases, it is too hard for some organizations and some people. It is simply easier to buy a piece of technology or to whittle at the edges than it is to get people to actually change they way they operate. Whether it is a large event like CLOC or a one-on-one conversation with a client, there are multiple opportunities to think outside-in and then apply what we learn to raise our value to clients. It is not easy but competition in our industry only continues to intensify and this provides a way to differentiate ourselves and prove our value.

Listing rules boost to Hong Kong M&A

Hong Kong skyline

Please give us an overview of the current legal market in Hong Kong and how any recent developments have impacted your practice?

The recent changes to the Hong Kong Listing Rules allow biotech issuers who do not meet the financial eligibility tests to be listed, and permit the listing of companies with “weighted voting right” structures, whereas previously mainland Chinese businesses such as Alibaba may have chosen to list in the United States given the dual listing availability there. This change is likely to make Hong Kong a more attractive listing venue to such issuers.

As a result of this recent change, we expect to see an increase in technology companies and Chinese corporate groups with complex governance structures utilising Cayman Islands and other offshore listing vehicles in order to effect a listing on the Stock Exchange of Hong Kong.

 

What significant trends exist in the M&A market presently? Are you seeing these just domestically or internationally as well?

M&A activity in Hong Kong is directly linked to outbound M&A activity from mainland China. In early 2017, the markets globally witnessed a general decline in volume and deal flow and China’s outbound investment fell due to tighter capital outflow. However, we expect that deals involving Chinese buyers in 2018 will increase compared to 2017 and one of the key drivers of this uptick will undoubtedly be the ‘One Belt, One Road’ initiative of the Chinese government.

The search for advanced technologies and established brands would mean that developed markets in the United States and Europe, together with some parts of Asia, are the most popular destinations for Chinese buyers. However, Hong Kong continues to retain its appeal in connection with inbound and outbound M&A activities. One of the significant trends we are seeing in M&A activities involves mainland Chinese companies buying listed companies in Hong Kong, and subsequently using that listed status as a platform for further fundraising.

The top sectors for Hong Kong M&A targets in 2017 and the first half of 2018 included:

  • Real estate and construction/building;
  • Technology;
  • Industry;
  • Insurance; and
  • Financial services.

 

What are the three biggest challenges to practising M&A in Hong Kong at the moment?

It has become more difficult for Chinese and other regional businesses which are active in the technological advancement and other deemed-sensitive industries to acquire assets in the United States that are subject to review and approval by the Committee on Foreign Investment in the United States (CFIUS). Similar concerns arise in the European Union and Japan, among other major economies.

In addition, there has been continuing uncertainty regarding the application by the relevant authorities of capital controls in China and other regulatory procedures to outbound transactions.

Last but not least, the size and scope of the Chinese market together with rapid technological advancement would require offshore law practitioners resident in Asia to account for their clients’ language preferences, location and preferred communication methods with advisers (including using social media channels if and where appropriate) in designing legal services offerings relevant to an increasingly diverse Chinese client base that uses Hong Kong, and offshore vehicles in particular, to access the global M&A markets.

 

What advice would you give to the next generation of M&A lawyers?

Drafting and negotiating documents are integral parts of the M&A practice. Junior lawyers and trainees intending to practise as M&A lawyers should develop their written and negotiation skills, in particular the skills needed to express their points persuasively. In addition to developing technical legal expertise, an effective M&A practitioner must also have an in-depth understanding of the business world, and the sectors and jurisdictions in which key clients operate, in order to provide strategic legal advice. As such, keeping up to date with financial, economic and business developments is crucial. Finally, in order to effectively deliver an M&A transaction from a legal perspective, project management skills – and in particular the ability to coordinate multiple advisers and often regulatory and other approval processes in a variety of jurisdictions – are key. All of these are required as much to practise as an offshore lawyer as compared to a locally qualified lawyer in Hong Kong.

 

What are your predictions for M&A in Hong Kong over the next five years?

With the recent changes to the Hong Kong Listing Rules, we expect to see a surge of mega-size, secondary and dual-class listings involving offshore vehicles. This would mean more pre-IPO investment activities, and those issuers which successfully raise large sums of funds are likely to seek large investment opportunities. M&A activities in Hong Kong should therefore remain strong over the next five years.

Seeing value in Vietnam

Please give us an overview of the current legal market in Vietnam and how any recent developments have impacted your practice?

The legal market in Vietnam is stronger and more vibrant than ever before and is growing rapidly. The growth of the legal market is a corollary of the rapid development and expansion of Vietnam’s economy, which, commencing from a very modest base 30 years ago, has been one of the stellar performers worldwide during the last 20, and in particular last ten, years.

Ever-increasing enthusiasm for Vietnam among foreign investors – particularly from Japan, Korea, and other Asian jurisdictions – has recently been matched by a rapid increase in the sophistication and financial means of local Vietnamese investors.

Foreign investors in particular are evincing ever-increasing levels of demand for experienced, high-quality, and transparent M&A advice in Vietnam.
What significant trends exist in the M&A market presently? Are you seeing these just domestically or internationally as well?

Vietnam is experiencing unprecedented levels of M&A activity during 2018.
Foreign investors continue to see excellent value propositions in successful, domestic Vietnamese enterprises. Corporate investor interest in Vietnam also continues to increase, as does the interest of investment funds of different types from jurisdictions all over the world.

In addition, the Vietnamese government’s programme of divestment of state-owned capital in Vietnamese companies has gained much traction during 2018, and many of the equity stakes on offer to foreign and domestic investors as a result are in many cases very attractive.

Most of these factors are primarily domestic in nature, except from the perspective that foreign investors continue to see value opportunities in Vietnam which are superior to those which they are able to identify in other jurisdictions.

 

What are the three biggest challenges to practising M&A in Vietnam at the moment?

The comparatively early stage of development of the legal system in Vietnam is one of the key challenges to M&A practitioners, as is the comparative lack of clarity and consistency in some of the key legislative instruments which underpin the M&A market. That said, the clarity and consistency of applicable law in Vietnam has improved leaps and bounds since 2014.

Similarly, although transparency does remain somewhat of a jurisdictional concern, the overall landscape in Vietnam, from a transparency perspective, has improved markedly in recent years.

It is often a significant challenge to get foreign and Vietnamese counter-parties ‘onto the same page’, from a transaction documentation perspective, as the gap in expectations as to necessary degrees of detail and sophistication in transaction documents is often very wide.

 

How does M&A fit into the firm as a whole? Is it easy to collaborate with other teams?

The M&A practice group is one of the strongest within our firm and has had consistently very strong results during the last decade or more. Our team has no difficulty at all in collaborating with any of the other practice groups within
our firm. Such collaboration occurs frequently, for example in the context of legal due diligence investigations into target companies.

 

What advice would you give to the next generation of mergers and acquisitions lawyers?

Learn coding and become an IT/AI expert as well as an M&A lawyer!

Also, try to gain as much exposure as possible to M&A transactions in and in connection with as many different jurisdictions worldwide as possible. Cross-jurisdictional skills and experience will become increasingly in demand as the years go by.

 

What are your predictions for mergers and acquisitions over the next five years?

Vietnam’s M&A market will continue to develop and go from strength to strength, as the nation’s economy does the same. Local investors will continue to increase in prominence as their ability to compete financially with international investors increases.

The continuing equitisation and floating of state-owned enterprises and divestment of state-owned capital will give rise to a more vibrant and competitive economy, which in turn will fuel the growth in size and sophistication of the M&A market.

The legal and regulatory regime will continue to develop and improve, and the pursuit of transparency will achieve increasing levels
of success.

Vietnam is on an upward trajectory which will certainly not abate during the next five years and nor is it likely to abate for many years thereafter.

Scott Harris: no place for guarding proprietary interests

How would you define Hogan Lovells’ culture? How important is firm culture to you?

A culture which is demonstrative of the firm’s values is critical to our success. Our clients come first, so we strive to satisfy them by achieving a deep understanding of their business, industry and needs, and by providing an excellent, responsive and innovative service. As a global firm, this commitment to success can’t be achieved without a fully integrated, collaborative and diverse team working together across the world in an atmosphere of mutual respect, collegiality and friendliness.

What’s the main change you’ve made in the firm that will benefit clients?

Not so much a change, but a reinforcement of the value our firm holds in bringing to the client a truly client-focused and collaborative team. We assist our clients to address some of the most difficult legal issues in their respective industries. Achieving this invariably requires a multi-disciplinary team carrying the relevant underlying industry-specific knowledge. There is no benefit to the client in – and therefore no place for – the guarding of proprietary interests in clients by particular practice groups or partners.

What are the biggest challenges facing the firm in Australia?

This is a very dynamic and changing market in which to do business globally and domestically. This includes the current legal services landscape in Australia. It is critical to embrace the changes and be equipped to meet the opportunities, risks and disruptions to which those changes give rise. This is something for which we are recognised across the world: Hogan Lovells is ranked a top-five law firm innovator globally in the Financial Times’ Innovative Lawyers programme.

There has been a flow of international firms entering the Australian market over recent years – how do you differentiate Hogan Lovells from the rest?

As Miguel Zaldivar, our new regional chief executive for Asia Pacific and the Middle East, recently said: ‘We got the strategy right.’ When we opened our Australia offices in 2005, we did not do so via a merger like many other firms have done. We started from the ground up and have built two very successful offices, in Perth and Sydney, in line with client demand. We will continue to grow to the tune of our clients’ needs.

What do you think are the top three things most clients want and why?

Our clients want (1) fresh, innovative thinking combined with proven experience, (2) efficiency, and (3) for their law firm to truly know their business and industry. In consideration of these client priorities, we are always looking to enhance our mix of services and how we deliver them so that we are providing the best possible service to our clients.

What have you found is the best way to retain talent – both at partner and associate levels?

I’ve found that listening to our partners and associates and providing the space they need to reach their true potential is the best way to retain top talent. Mentoring at Hogan Lovells is a firm initiative in which all lawyers and partners are encouraged to participate. We believe everyone can benefit from a mentor regardless of their career stage and we have various avenues of providing mentoring to suit the various needs of our people.

Since becoming managing partner what’s surprised you most, either internally or externally?

Hogan Lovells’ presence in Australia is relatively new. I have been happily surprised at the extent of the support received, and the commitment to our success in Australia demonstrated, by my fellow Hogan Lovells’ partners and colleagues across the world. This has enabled us to very quickly impress our international clients with the seamless, quality delivery of our cross-border legal services, and open up opportunities to build deeper relationships with those clients doing business in Australia.

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Scott Harris became office managing partner for Hogan Lovells’ Australia practice on 1 January 2018. He has been with the firm in Sydney since August 2016 and leads the firm’s business, restructuring and insolvency team for Australia.

Passing the baton

Beyond the US and UK, many legal markets remain heavily populated by law firms established as family businesses, or which – still in their first generation – remain overseen by a founding partner. More sizeable firms, too, even if they have already experienced the process of generational (and managerial) handover on one-or-more occasions, will not necessarily have institutionalised the procedure in a manner that ensures future continuity. Many markets of the Latin American region testify to this state of affairs.

There is no law against family firms, nothing that obliges institutionalisation. As Zang Bergel & Viñas’ managing partner, Carolina Zang, notes, ‘second generation re-modelled businesses are common in our industry, especially in Latin America’ and ‘constitute a coveted hand me down for legal professionals’. However, given that legal capability has not been scientifically proven to run in the blood, the family firm has, by definition, its limitations; most notably, the issue of talent retention in the face of a closed-partnership structure poses fundamental questions as to the viability of this ownership model. Even in the most successful of scenarios, ultimately, the issue of longevity will appear on the horizon. In the case of ZBV, generational handover has become an opportunity to innovate and modernise – a process that ‘by no means underestimates the previous culture but rather acknowledges the need to reload it,’ according to Zang.

On the ground, family firms in the region have been under ever-increasing pressure since the 1990s when the wave of privatisation that accompanied neo-liberal reform generated a boom in corporate legal work, which in turn saw the emergence of a new generation of primarily transactional firms established on a more modern organisational footing. Efficient and aggressive, many of these rapidly achieved the leading positions in their respective markets that they retain to this day. After the best part of two decades as key market protagonists, firm’s like Galicia Abogados and Mijares (MACyF) in Mexico, Bruchou (BFM&L) or Pérez Alati (PAGBA) in Argentina, Peru’s Miranda & Amado, Chile’s Barros & Errazúriz, or the former PrietoCarrizosa (now a founding member of regional entity PPU) and Gómez Pinzón are among those now facing the generational handover scenario.

‘Rarely can a top leader be recruited from another firm’

Arguably, it is precisely the success (or otherwise) of the handover process that will be the true measure of these firms’ robustness as institutions. Indeed, in one sense, the handover is, quite literally, a firm learning to undertake other operations – in this case, the fundamental one of re-engineering itself for the future – with minimal disruption to the efficiency of what is does best: servicing its clients and maintaining its market presence and activity. The handover, then, is a case of changing horses mid-stream. While consciousness of institutional matters has grown dramatically over the last decade, largely spurred by the need for greater efficiency in the face of increasing competition from foreign firms, generational handover remains ‘a big issue’ for Latin American firms, but ‘one that does not usually receive too much attention until the last moment, which is, by definition, late’. So suggests Alfredo O’Farrell, former managing partner of Argentine-titan Marval O’Farrell & Mairal, who argues that the issue should not only ‘feature on a firm’s short list of priorities’ but actually be an obligation which ‘current management has on its mandatory to-do list’. Galicia Abogados’ Manuel Galicia concurs. ‘Succession planning should be regarded as one of the most relevant issues for law firms,’ he says, adding that it is of particular importance in the Mexican market due to what he terms ‘the early stage of the institutionalisation process faced by firms [in Mexico]’.

‘The key word for a successful transition is “planning”,’ suggests Galicia, ‘because forward planning is vital if effective succession-planning strategies are to be put in place.’ And while ‘each leadership transition is a unique event’ which varies from firm to firm, it is the same general challenge that is faced, Galicia remarks: ‘Getting a trusted leader to let go and help prepare the firm for the next version of its leadership structure.’

Galicia explains that his firm’s experience of the process ‘taught us that there is a limited group of partners who can be considered for a leadership role’ and who have also demonstrated a degree of management competence. In this respect, he adds, ‘we think this circumstance can be addressed by the firm’s cultivation of its future leaders by assigning young partners to roles on certain committees’, thereby ‘giving them a chance to participate in the firm’s management and to demonstrate their aptitude for and interest in management’. The generation of such a pool of potential future leaders is all the more important in the legal sector, he notes, since ‘rarely can a top leader be recruited from another firm’.

‘Uncertainty generates fear and fear results in erroneous behaviour and decision taking’

Despite the size of the firm (approximately 60 partners compared to around 30 at Galicia), O’Farrell’s experience at Marval evidenced a similarly shallow pool of potential managerial candidates. For his firm the process centred first on a thorough review of the partnership to develop a list of potential candidates; this, in turn, gave way to a strategy of growing a given candidate’s exposure to both the partnership and to various tasks or duties required of the managing partners, so as to both test certain abilities but also to consider their internal approval by fellow partners. In the model mapped out by O’Farrell, at ‘a certain moment’, management must advise those who have performed well so subsequent planning, steps and timings can be set in motion, allowing things to ‘hopefully fall naturally into place’.

As Manuel Galicia highlights, this process is all the more problematic since ‘these discussions are held among lawyers’, a cadre ‘trained to foresee what can go wrong in all transactions’, thereby generating ‘a risk because none of the partners want to sound doubtful as to the sincerity and good intentions of the other partners’.

For Galicia, mitigating such risk involved the intervention of a trusted – and neutral – external figure: ‘We asked our compensation and external strategy advisor to assist us to move forward and protect the interests of all parties through the creation of a detailed written plan.’ The resulting in a document ‘clearly defines roles, responsibilities, expectations, title and related compensation by year or phase, as well as some adjustments to our corporate governance structure,’ thereby further permitting the firm’s preparation for the future. Putting it down on paper has a secondary advantage: the avoidance of uncertainty, ‘because uncertainty generates fear and fear results in erroneous behaviour and decision taking’.

Carey & Cía’s senior partner, Jorge Carey, is no stranger to these discussions, having successfully originated the blueprint for his firm’s institutionalisation and rules of governance during a period in which the firm has emerged at the forefront of the Chilean market. ‘We’ve given this a lot of time,’ he notes, ‘the managing partner and other members of our executive committee are elected by the partners on the basis of one vote per partner with elections every three years and the partners’ votes kept secret.’ The result is the possibility of a change in management every three years as the majority of partners desire.

Carey admits that the combination of the one partner, one vote system and the fact that, typically, more young partners enter the partnership than leave due to mandatory retirement, means there were worries of a generational rift forming at the firm. Fortunately, a relatively tight spread in terms of the percentages covering all partner remuneration, further fosters the partnership’s solidity and reduces the possibility of confrontation between younger and older partners.

Acknowledging that handovers are an issue of extreme sensitivity, these rules, suggests Carey, ‘make room for an orderly succession’. Indeed, the partnership has already voted on who will be the next chairman and managing partner two years from now. Carey himself regards this as one of the most notable achievements implemented by the current management team, adding that it has been achieved ‘with a surprisingly high degree of consensus’.

In strongly institutionalised firms, succession planning is easier to implement since generational tensions are lower; younger partners recognise the value of their older colleagues, while more senior partners understand that part of their managerial mandate involves the grooming of new leaders to manage effectively and efficiently.

Ultimately, establishing an effective succession plan is never easy, but failure to do so risks the success, reputation and, ultimately, the very existence of the firm itself. Ideally the process of building institutional strength diminishes the risks run during the succession process because the firm is not overly dependent upon a reduced number of partners for its reputation and professional standing. Here, culture and traditions are central to a successful handover process, and the presence of an enduring institutional profile from which all partners benefit, and which all support, is essential.

Tips for junior lawyers on how to get published

There is a general perception that lawyers are bad at marketing themselves. Historically this is true, but things are changing for the better. In the hope of giving the next generation a leg up, this grizzled legal hack was invited to appear at the Young Barristers’ Committee’s annual workshop in June to talk about how junior barristers – those under seven years’ call – can better sell themselves to gain new work and clients.

Now, while the following tips were aimed at the junior Bar, they are just as applicable to UK solicitors, US attorneys or, indeed, lawyers almost anywhere else the world. In short, there are many ways you can promote yourself to obtain new work and enhance your reputation in the market. One of those ways is to be recognised by The Legal 500; another is to get yourself noticed by the legal and mainstream press.

How to get yourself noticed
A big part of any good journalist’s job is in identifying those potential new contributors who have something interesting to say; something different that readers would want to know about. As an example, most of you will know of The Secret Barrister; but what you might not know is that their first commissioned piece was with trade publication Solicitors Journal.
Now, that is not to say that without Solicitors Journal, The Secret Barrister wouldn’t have also been published in the mainstream press – The Newstatesman, The Independent, The Mirror and Huffington Post, among others – been named Independent Blogger of the Year (twice!), or become a best-selling author with their brilliant book Stories of The Law and How It’s Broken, but it was a first step on their path to global superstardom.

While The Secret Barrister may be the best, most recent example of what a lawyer can accomplish through the pages of the press, there are other practitioners whom you can draw inspiration from: solicitor David Allen Green, criminal barrister Matthew Scott, human rights practitioner Adam Wagner – the list goes on and you will be bound to have your own favourites.

Where do you see yourself?
The first thing you should do is figure out which publications to target: are you looking to appear in a trade title or have you set your sights on the mainstream press? And are you looking to write technical pieces or opinion pieces?

While every title is different, all are looking for the same thing: good content that no one else has. So, you lose nothing by emailing the relevant editor and pitching them an idea for a piece. Just be forewarned that it is wise to read the relevant editorial guidelines before sending in any unsolicited article for publication.

Whether your article is going to appear in print or online, there are limits on how much you can write. You’ll just end up creating more work for yourself and your editor if you send in a 4,000-plus word article when only 800 words is permitted. And please, don’t be precious with your copy. The editors you’ll be dealing with are experts in their field; they know what they’re doing and how to make your article the very best it can be.

It’s also important to write in a similar voice and style to the title you are targeting. How you would write for the Financial Times should not be the same way you would write for a specialist legal magazine, like Legal Business, where the legal sector knowledge of the average reader will be quite different. Remember who your audience is: are you writing for the general public, for industry leaders, or fellow lawyers?

With that in mind, the level of detail and complexity you put into a piece should correspond with the audience you are writing for. Most titles will provide guidance on this, but as a general rule it’s best to write in plain English – even when writing about the law to fellow lawyers. Just because lawyers are used to reading legalese doesn’t mean they want to do it all the time!

And, while it is not a hard and fast rule, I would suggest you consider your own level of expertise before targeting a particular title. For example, LawCareers.net, Lawyer2B, The Lex 100 or Legal Cheek will be much more open in hearing from a junior lawyer than, say, the FT.

Rent a quote?
What if you’re not interested in providing articles, yet still want to be quoted in the press? The first thing to do is reach out to the news desk and explain what your expertise is and that you are keen to provide the title with quotes on a range of topics.

Next, if called upon to provide quotes, then you need to need to (a) be responsive and (b) give the journalist something new to think about. Over
the years, journalists will accrue a go-to list of reliable contacts that they can call upon for quotes and articles. If all you can do is parrot what a more senior practitioner has said, or that can be found elsewhere, then that is not going to be good enough for the journalist. Have an opinion, back it up, and be confident enough to sell it to the reporter as being worth including in their piece.

It’s also worth following journalists on social media, that way when they publish a story you can comment on it directly via Twitter or LinkedIn. If they have written about the UK courts’ crumbling infrastructure, then tweet them examples of what you have seen first hand, such as leaking court rooms, closed robing rooms, missing defendants and translators; explain the impact these have on your job and the justice system. If there is one thing a journalist wants it’s an easy follow-up story to take to their editor and you may be able to provide that with your first-hand experience.

I can’t stress enough the importance of social media for journalists. Deadlines are tight; everyone is trying to be first with the story and provide instant reaction to it. Waiting for press releases or for contacts to get back to you can slow down a story. That’s why many hacks use Twitter to find comment within seconds of a story breaking. So, if you see a discussion on Twitter which you can add to, then get involved – the likelihood is that it will be noticed and your tweets used in a story.

Deep throat?
Finally, say you don’t actually want press attention for yourself, but you do have a story that needs to be told, what do you do? Well, reporters use anonymous sources all the time – and it’s not as if you have to meet them at night in a dark car park wearing a trench coat and sunglasses to be one! Email, call, or direct message them on social media explaining that you want to remain anonymous. If they can verify your story through other means then what you tell them can be used as background information.

Word of warning
Although I’ve extolled the virtues of social media, it can also be a curse for the unwary lawyer. More than a few barristers and solicitors who should have known better have been caught out by posting opinions in situations where they shouldn’t. This is usually always followed by a not-too-favourable story about the ‘controversial’ comments some ‘top lawyer’ said online. The majority of journalists covering legal issues are looking for something more substantial to write about; others are quite happy to write the salacious.

So, while social media and the press can help advance a lawyer’s public profile, they can also hurt it. My advice is that before posting or submitting anything for publication – especially anything that might be deemed controversial – you should sit on it for ten minutes, read it through again, and be sure nothing you have written could be misconstrued. And finally, don’t drink and tweet – that road leads to ruin!