About

What are the most important transactions and litigations that you have been involved in during the last two years?

Amongst many others, Nine acquiring the rights to the Australian Open tennis and related tennis tournaments in Australia, which was a significant move after 40 years of broadcasting international cricket every summer. The merger with Fairfax Media, the most significant media industry transaction for many years and the focus of substantial industry and public interest. I played a significant role in all aspects – due diligence, negotiation of the deal, a particularly challenging ACCC approval process, completion and integration of the businesses. On-sale of the regional media and events businesses following competitive sale processes. We ran the events sale in-house, dealing with multiple bidders proposing different transaction structures which required quick thinking to keep these deals moving along to the required time frame.

How do you suggest in-house lawyers build strong relationships with business partners?

Be interested in the business and work on understanding what makes the business tick and what its key challenges are. From that, you can focus on the issues which matter most to the business partners when you are giving advice or reviewing agreements, rather than trying to manage absolutely every possible issue which may arise. While the business may not always appreciate some of the legal risks, it’s easy to try to cover every risk, no matter how remote – that’s not necessarily serving the business’ need, so understand the business’ appetite for taking risk.

It’s also important to build relationships with the business partners as people. Getting to know your business partners as people, rather than treating them as remote clients, will make for a much stronger relationship and more enjoyable engagement.

What legal and management trends do you see having an impact in your market?

This is not so much a legal trend (or not yet), but the ACCC’s recent Digital Platforms Enquiry envisages a range of possible law reforms which, if enacted, will have an impact on our market. This could touch on some fundamental issues such as the way in which traditional media businesses can monetise content on third party controlled digital platforms, as well as privacy law (relevant to both the use of data and the way in which information can be gathered for our journalism).

What “legal tech” products do you currently utilise, and do you foresee implementing more of these in the near future?

We are a very low tech legal team. Despite this (or maybe because of it), we’ve done a lot in the last few years to work more efficiently, by focusing effort on the work that matters by gathering data about what the team were doing, and considering where that work sits on a risk vs value graph. We’ve outsourced some of the low value/low risk work, and stopped doing some of it giving the team better capability to do the work which is high risk or high value.

One of the consequences of the merger with Fairfax in 2018 is that we are going through a process of aligning the different technologies used by the two businesses. This includes a significantly better intranet which will allow more self-service opportunities for the business, better information sharing on legal matters, and contract management. For further efficiency gains in the way we operate with the business, we’ll be looking at what resources we need to prepare which can then be accessed across the business.

Have any new laws, regulations or judicial decisions greatly impacted your company’s business or your legal practice?

The changing application of defamation laws is having a continued impact on our business. The trend towards higher awards of damages, restricted access to defences and the increasing use of the Federal Court, rather than state Supreme Courts, are all making publication of stories more risky (even if the stories are in the public interest). Decisions such as the Voller decision (which is subject to appeal) which found media outlets responsible for third party comments on Facebook also increase the operating risks for our business and the way we approach distribution of content. There is a current review of defamation law underway, which we are obviously participating in, given the importance of law reform in this area for our business.

What do you feel are the most effective techniques for getting the most out of external counsel, in terms of how to instruct them?

You need to understand what you need external counsel to do and why, then communicate that clearly. We did a due diligence process last year, where we outlined to our external lawyers what issues we were most concerned about – they were the issues which would really go to value and our decision whether or not to proceed with the transaction. From that, we worked out with them what documents from the data room we needed the lawyers to review, rather than just letting them loose in the data room to review everything in the hope of finding something interesting. By way of example, it is extremely unlikely you will find anything interesting in a wholly owned subsidiary company’s constitution. They did a very targeted due diligence, to answer the issues we had identified. This had benefits in terms of time taken and cost, and gave us exactly what we needed.

WHAT NOMINATORS SAY

‘In her role as general counsel, Rachel Launders has led a number of significant transactions including Nine’s A$4bn merger with Fairfax in 2018, one of the biggest corporate mergers in Australia in 2018 and the largest media merger in recent Australian history. The merger created Australia’s biggest domestic media company with approximately 6,000 employees, and a strong presence across print, TV, radio and online. In her company secretary role, she works closely with the board on all matters related to the board and governance. She leads a team of 11 lawyers who provide a wide array of services for the Nine business – including acquiring sports rights, dealing with employee issues, aiding in advertising sales, considering major property transactions or providing advice on joint venture arrangements. She is a fellow of the Financial Services Institute of Australasia, and a graduate of the Australian Institute of Company Directors. Launders is also a director and company secretary of Giant Steps, a charity which runs schools for children and young adults with autism in Sydney and Melbourne’.