ALUMNI
2022
matters
Navigating the fast, furious and challenging world of Fintech
THE UPSTART START UPS
Alumni share their secrets of building a successful NED career
ACROSS THE BOARD
Jason Ricketts, General Counsel at Minderoo Foundation and Tattarang, on motivating teams to reach their full potential
SLAM DUNK DECISION
The merger story through the eyes of five leading figures past and present
Reflecting on 10 Years of Herbert Smith FREEHILLS
A warm welcome, on behalf of all of us in the Alumni team, to the 2022 edition of Alumni Matters. We hope you enjoy reading it as much as we’ve enjoyed putting it together.
INTRODUCTION WITH ADRIAN CLOUGH
+ ARTICLES
+ HOME
+ FEATURES
+ DOWNLOAD THIS ISSUE
FEATURES
+ SLAM DUNK DECISION
JASON RICKETTS
+ Reflecting on 10 Years of HSF
The merger story
+ powering up
ZHANARA BATESON AND SUCHITA WOODWARD
+ Leading for Impact
Engaging with the most important challenges
+ The Upstart Start-ups
CHRISTINE JOO AND TOM HAMBRETT
+ Across the Board
KATHRYN CEARNS AND JOHN O’SULLIVAN
REGULARS
+ introduction
adrian clough
+ getting together
Alumni events gallery
+ A View from….Hong Kong
Alison Tsai
+ 12 Questions with...
Reginald Aziza
+ techquake
SHOCK OF THE NEW
+ Why I Came Back
Bernadette meier and cameron whiTtfield
+ Lawyer to Founder
Richard Oliver AND SARAH TUCKER
GETTING TOGETHER
Alumni events
A VIEW FROM HONG KONG
Lawyer to Founder
Richard Oliver
Sarah Tucker
In-house counsel talk re-invention and innovation in the energy sector
powering up
Cameron Whittfield
Bernadette Meier
TechQuake
The shock of the new
12 Questions with…
Engaging with the most important challenges and opportunities facing businesses
LEADING FOR IMPACT
DOWNLOAD THIS ISSUE
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FEATURE
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© Herbert Smith Freehills 2022
GRAND REUNION, LONDON 2022
WHY I CAME BACK
10-year trainEe anniversary, LONDON
ALUMI REUNION, PERTH
20-year Trainee Anniversary, London
20-year Trainee Anniversary, London (postponed from 2020)
25-year Trainee Anniversary, London
Former Partners Reception, London
25-year Trainee Anniversary, London (postponed from 2020)
TMT Alumni Reception, London
Reginald Azzizi
Bernadette meier and cameron whitfield
After the disruption of the pandemic, it’s wonderful to have our alumni reunions up and running again. “In real life” has returned at last. The acceptance rate for events has been very impressive – I think everyone was ready for a party – and happily these pages can once again bring you photos of the HSF family catching up in person. Long may that continue. As ever, this edition of Alumni Matters has a collection of stories showcasing the many-varied talents and achievements of our alumni community. 2022 marks the 10th anniversary of the merger between Herbert Smith and Freehills, and we have taken the opportunity to recall the rationale for the merger, to highlight the merger’s success and to look forward to what the firm and the world might look like through the eyes of those we feature. We have brought together those who negotiated the merger in 2012 with their counterpart leaders in the firm today in an informal but highly informative roundtable discussion. What comes through is the dedication to the cause, the determination to ensure a successful integration and the real satisfaction with what has been achieved. The main participants also remember some of the funny moments which are always essential in tense situations. Jason Ricketts, our cover story, was also central to the negotiations and chips in with some of his own thoughts from the vantage point as GC of one of Australia’s most compelling investment companies and philanthropic endeavours. Making the transition from professional services adviser to boardroom director is often in the minds of those looking to embark on second careers. John O’Sullivan and Kathryn Cearns, who have both successfully made the change, offer their perspective – and some useful tips – on the adjustment. The oil and gas industry and the fintech sector each offer exciting opportunities for lawyers who enjoy working in fastmoving and innovative economic areas that test their skills to the max. We hear from Suchita Woodward and Zhanara Bateson and Christine Joo and Tom Hambrett about how they are rising to the challenges in their respective businesses. Our very popular feature, Lawyer to Founder, profiles Richard Oliver, who founded two disparate businesses in Hong Kong, one selling sustainable compostable packaging and other products and the other luxury flip flops, and Sarah Tucker, who has set up a ground breaking women-focused mortgage broking enterprise. Each talks about the inspiration for starting a business, and how they have gone about developing it and overcoming hurdles on the way. It is notable how often our alumni comment on how important it is for them that they share their good fortune with others. Reginald Aziza, who has three degrees to his name, is sponsoring students in Nigeria to follow in his footsteps. Finally, we always like to feature alumni who have come back to work at the firm, to understand how their careers developed outside the firm and their reasons for returning to the mothership. Cameron Whittfield and Bernadette Meier offer their perspectives this time around. The alumni team loves hearing from all of you, so do please consider dropping us a line to let us know what you’ve been doing and which other alumni you’ve met, or to suggest stories for our publications, give feedback on our events or just ask for our help. You can email the alumni mailbox or contact us through our HSF alumni LinkedIn group. We’re also keen to hear what else you’d like from the alumni network. Adapting to the pandemic has brought significant changes to how we all live and work, many of which look likely to stay with us, and we’re conscious that the alumni network should adapt with you. We will be conducting a new alumni survey in 2023 to help guide our thinking. By necessity, given data privacy laws, the alumni network is an “opt in” association which requires people to register. If you bump into alumni who have yet to register, do please encourage them to do so, so that we can keep in touch and include them in our events. Wishing you all good health, happiness and continued success in the year to come.
ADRIAN CLOUGH
Introduction:
+ Truth to Power
RELATED ARTICLES
REGINALD Aziza
shock of the new
Bernadette meier and Cameron Whittfield
The transition to sustainable energy – and to a sustainable economy – will take two things: time and significant investment.
Suchita, who is chief corporate counsel at Harbour Energy, acknowledges the challenges facing the industry. “Harbour Energy is committed to being net zero for scope 1 & 2 emissions by 2035. The transition to sustainable energy – and to a sustainable economy – will take two things: time and significant investment. Whilst the energy transition has begun, this will be a decades-long process – not unlike the transition from wood to coal, and coal to oil, and more recently from oil to natural gas and nuclear. Oil and gas will remain a key part of the economy for many years as the transition gets underway. Continued investment in the sector is required to meet the energy demands of the future and to deliver the energy transition,” she says. For Suchita, the attraction of Herbert Smith, which she joined as a trainee in August 2008, was that it was an international firm that came in high on the league tables for both contentious and non-contentious work. The opportunity to get genuine comparable experience in both spheres was a real draw. The clincher, however, was the interview process. She was interviewed by Austin Sweeney who was “very impressive – very smart but also approachable. That was exactly the type of firm that I was looking for; the opportunity to surround myself with people like that and learn from the best.”
The key thing is to give robust legal advice but with a commercial overlay. That requires judgment and experience, which have suited my approach to problem-solving.
There are quite a few similarities in the lives and career paths of Zhanara Bateson and Suchita Woodward. Both were born in Asia (Suchita in India and Zhanara in Kazakhstan) and went to university in the UK. Both chose law for their degrees and for a career, attracted by the challenges of analysing and solving problems and being engaged in intellectually interesting matters. Both have always had a particular interest in the energy industry. Both joined Herbert Smith as trainees and qualified into practice areas of their choice. Both have moved in-house for energy companies in senior positions. And, last but not least, both have had cause to instruct Herbert Smith Freehills.
She qualified into the department working on energy finance, which happened to be her first seat and coincided with the start of the global financial crisis and a collapse in the oil price, which led to a plethora of restructuring transactions. (Coincidentally, it was on one of these restructurings that she first came across Premier Oil, which later became Harbour Energy.) “Energy finance involves several interlocking aspects – the ever-changing energy market, the financial markets and international geopolitics so I knew it really had the potential to make for an interesting career.” She was with Herbert Smith for nearly six years and would have stayed longer, but following the merger a number of partners from Herbert Smith moved to an international law firm specialising in energy. “It was definitely a pull, and not a push situation. I was happy with Herbert Smith, but I wanted to continue working with this group of lawyers.” While with Herbert Smith, she had a secondment to the energy team within a bank and thought that an in-house role might eventually suit her. “Doing my secondment, I really developed a sense of being close to the business and getting to really understand the commercial drivers and risks. Much though I enjoyed private practice, I always had in the back of my mind that I wanted to go in-house.” It was therefore a relatively easy decision to move to Premier Oil in June 2018. In March 2021 Premier Oil merged with Chrysaor to form Harbour Energy, becoming the UK’s largest independent oil and gas business. In addition to the UK, Harbour Energy has interests in Indonesia, Vietnam, Mexico and Norway. At Harbour Energy, Suchita is responsible for the central corporate function and everything that falls within it, covering mergers & acquisitions, capital structure undertakings and fundraising (including financings), corporate restructurings, supporting the trading business, investor relations advice, corporate treasury support and general commercial matters. “This has given me a broader skill set than I had in private practice, which I really appreciate. It is challenging, because on occasion you are put on the spot with questions you might not have knowledge of – and more likely than not, little time to give the response.” Suchita continues: “The key thing is to give robust legal advice but with a commercial overlay. That requires judgment and experience, which have suited my approach to problem-solving. We never forget that the legal function is an overhead, so we always have to show we are delivering real value to the business.” Both are happy with their lives outside work. Zhanara enjoys the outdoor life available in Dubai, including running, biking and having access to the sea. Suchita has plenty on her hands having given birth to twins during lockdown.
The way oil and gas companies will move forward to win in 2030 onwards will depend on their individual circumstances and the portfolio strategy they choose to pursue.
Having studied in the Netherlands as well as in the UK, Zhanara joined as a trainee in September 2003. As someone who had always been interested in the energy sector, she thought Herbert Smith was an “obvious choice” based on its strong reputation in the oil and gas and natural resources industries. As many others have found as well, what made the choice even more certain for her was her instant impression of a friendly and collegiate firm. After qualifying into the Corporate Energy group, Zhanara built her practice over the next six years. She progressed through a number of roles, including two spells in the in-house legal function with Siemens and one with Adnoc Refining (Takreer), the UAE-based oil refining company. She moved to Dragon Oil, a privately held and wholly-owned subsidiary of Emirates National Oil Company (ENOC), in Dubai in June 2020, initially as acting general counsel and then progressing to general counsel. There were several reasons why she joined the company, Zhanara explains: “The role was attractive to me because it required Russian language, and I am a native Russian speaker, the company’s main operating assets are in Central Asia, a region that I am very familiar with, and, finally, I had a lot of respect for the company’s CEO, to whom I would be reporting. That job definitely had my name on it!” Zhanara now heads a team of 13 spread between Dubai, Cairo and Turkmenistan. She is part of the management team and so is fully embroiled in the company’s business and strategy. As with everyone, she has witnessed major changes not just in the industry but in the overall environment. In particular, the company has had to deal with exposure to US sanctions against Russia and logistical arrangements to transport crude oil from Turkmenistan. Despite the challenges, Dragon Oil is expanding its reach. Most recently, the company signed a 10-year extension of the production sharing agreement in Turkmenistan. In terms of the challenges facing the industry, Dragon Oil will continue to be a traditional oil and gas company but is constantly attuned to developments as they impact the energy companies. She thinks that reinvention will be the name of the game for oil and gas companies over the next decade. “The way oil and gas companies will move forward to win in 2030 onwards will depend on their individual circumstances and the portfolio strategy they choose to pursue. One thing is clear, oil and gas resources will continue to be needed given the demands of emerging markets, but the oil and gas industry will certainly have to play a bigger role in trying to meet climate change goals and sustainability.”
Both Zhanara and Suchita are in a position to instruct outside counsel, including, of course, Herbert Smith Freehills, so what do they look for when instructing and who do they choose? Suchita:“Subject matter experts when it comes to a particular type of transaction and then those who really know the industry – which means understanding the sector, knowing our business, industry-specific issues, the terminology and market trends. We take as read their expertise in the law.” Zhanara: “They must be familiar with the Caspian Sea and the Middle East legal and regulatory framework; the firm must be diverse and inclusive; and flexibility, when it comes to fee arrangements!”
Outside counsel: listen up!
ZHANARA BATESON
SUCHITA WOODWARD
POWERING UP
Zhanara Bateson Alumna of London office 2003 - 2009
Suchita Woodward Alumna of London and Singapore offices 2008 - 2014
+ Recommended
reading and listenning
Alison Tsai Alumna of the Hong Kong Office 2011-2016 Vice President and Senior Legal Counsel at Mandarin Oriental Hotel Group
As one of the world’s leading international law firms, we engage with the most important challenges and opportunities facing our clients. As a signatory to the United Nations Global Compact, we also work with our people, our clients and wider society to respond to the needs that exist in the communities in which we do business, and lead by example to make a positive impact. Our initiatives focus on four key areas of impact: Pro Bono Legal, Diversity & Inclusion, Social Impact and Sustainability.
2012
2014
2016
2018
2019
2020
2021
Started supporting Médecins Sans Frontières, our global charity partner
Set our global gender targets
HSF’s first earth week, celebrating Earth Day
First law firm to achieve Elevate status Reconciliation Action Plan
Major Project Partner of the Australian Human Rights Commission’s
We became a Major Project Partner of the Australian Human Rights Commission’s groundbreaking Human Rights and Technology project, providing significant pro bono legal and strategic support. The project culminated in a Final Report released in 2021, which outlines a roadmap for responsible innovation.
Launched Connect Legal Advice Clinic
We launched our Connect Legal Advice Clinic, in conjunction with Goldman Sachs, to support vulnerable youths referred to us by Centrepoint, the homelessness charity.
Became a signatory to the UN Global Compact
Led support for the Uluru Statement from the Heart
Joined The Earthshot Prize Global Alliance as sole law firm member
HSF’s first pro bono partner
Launched our global 10 Actions for Change for ethnic diversity
Set a market leading Net Zero carbon reduction target
Ranked 3rd in the UK’s Employers Social Mobility Index
New York office became a founding member of the Law Firm Antiracism Alliance
Pro Bono Legal
Diversity & Inclusion
Social Impact
Sustainability
Watch this video of Brooke Massender, our first pro bono partner
Jason continues: “I always consulted. In a partnership, where the partners also own the business, you have to take the full range of opinions into account, even though that is often challenging – lawyers are always very opinionated! I’ve always enjoyed trying to build consensus, but at the same time not be paralysed by trying to get that. You learn by osmosis the art of judging the mood and making a decision.” He was fully in favour of – and was fully involved in – the merger between Freehills and Herbert Smith, which was consummated in 2012. “At Freehills, we had talked about merger for quite a long time. We were in favour of merging because our clients were in favour of it. We had always had a great relationship with Herbert Smith, with similar client lists and comparable cultures. For us, it was an obvious fit.” Jason recalls one particular moment, when the two firms were sounding each other out – often in secret. At one of those meetings he met with Patrick Mitchell and Adrian Clough. “It was a bit clandestine,” Jason remembers, “but we got on very well right from the start. I thought, they were good guys, this could really work!” After the merger, Jason was appointed regional manager for Australia, a position which he held until 2015 when he became the firm’s global head of the Finance, Real Estate and Projects group. Later, he was also given responsibility to oversee the firm’s Latin America practice. Ten years on from the merger, Jason feels confident that the merger was the right thing to do. But, of course, the legal sector is replete with examples of mergers that have not worked out so well. As he reflects on what made the merger a success, Jason says: “Looking back, there were several reasons why I think the merger was successful, but chief among them was that both firms were able to put the interests of their clients and combined firm uppermost. We had two CEOs, Gavin Bell and David Willis, who worked very well together. In fact, apart from their accents, you couldn’t tell where they were from. They always spoke of “one firm”. They could have played to their gallery, but they didn’t. They both deserve an incredible amount of credit. “Neither was there any parochial thinking on the Executive Committee or on the Council. Mark Rigotti and Sonya Leydecker, who took over as joint CEOs, then had to deal with problems that were perhaps even trickier, but the ground had been set, so they managed very well.
Outside interests
I enjoy being able to create an environment where a person or a team can reach their full potential and succeed in their career or in whatever goal they are chasing
Jason originally came into contact with Freehill Hollingdale & Page in Perth as a student. He completed two vacation clerkships with the firm before being offered a training place (articles, in those days). He joined on 3rd January 1990. His induction comprised being handed a plastic in-tray, some paper and a pen and being shown his desk – “very different from inductions now,” Jason says with a laugh. He had no hesitation in joining. Apart from being fully welcomed by the partners, Jason was motivated by the firm’s desire to become the best firm in Perth and then in Australia. He gravitated to doing infrastructure and projects work, acting for governments and contractors on water treatment plants, hospitals, stadia, ports and airports. He became a partner in 1996 and progressed to heading the firm’s Global Infrastructure and Projects group. “I always enjoyed working on projects and seeing the end results,” Jason says. “I liked nothing more – as well as the intellectual challenge of seeing through interweaving legal contracts – than putting on a hard hat, protective boots and high-viz jackets and visiting projects.” After some 20 years of fee-earning work, Jason switched into part-time management, heading the Perth office. That was not so easy a decision. As others felt at the time, management was sometimes seen as being less important than fee-earning. However, Freehills was among the first law firms to recognise that having dedicated managers looking after the business could lead to significant benefits for the firm. As Jason puts it, “We were somewhat ahead of the pack when it came to valuing management. Now there is widespread recognition – certainly among the more successful AngloAustralian firms – that having dedicated leadership can have a multiplier effect on the firm’s business.” He came to enjoy the management role. “I really took to the challenge and rewards of running a business, in my case the global Finance, Real Estate and Projects practice, analysing the business, the people and performance, the opportunities and the weaknesses, developing the strategy and communicating your objectives clearly. I enjoy being able to create an environment where a person or a team can reach their full potential and succeed in their career or in whatever goal they are chasing. If you can create a place where people enjoy coming to work and feel as if they are doing something worthwhile, that has always been my main motivation.”
Rewinding to early career
Although Hong Kong had been through SARS in the early 2000s, nothing could prepare us for the turmoil of a global pandemic.
If there is anyone who can justifiably claim to be Western Australia’s best-known businessman, it is surely Dr Andrew Forrest (often referred to by his nickname “Twiggy”, a moniker given to him as a schoolboy). He founded and built up the Perth-based Fortescue Metals Group to become one of the world’s leading iron ore producers, where today he is Executive Chairman. As well as being a significant shareholder in FMG, Tattarang, the Forrest family’s privately-owned investment group, invests in agri-food, renewable energy, resources, property, hospitality, sport (including the Western Force rugby team) and lifestyle (including iconic Australian brand R.M.Williams). As well as his business interests, Dr Forrest and his wife, Nicola, are renowned for their philanthropy through their Minderoo Foundation, which has committed more than A$2.7 billion to a range of initiatives covering areas such as the arts, indigenous employment parity, cancer research, ridding the ocean of plastic waste, early childhood development, and fire and flood resilience. The Forrests have signed the Giving Pledge and have committed to give away the vast majority of their fortune to charitable causes over their lifetimes. So, when, after more than 30 years with Herbert Smith Freehills and its legacy firms, Jason was approached to see whether he might be interested to become general counsel of the Tattarang group and the Minderoo Foundation, he was presented with one of the easiest decisions he has ever had to make. “It was a no-brainer. I had long known of the Forrest family and the terrific work they had been doing. Here was a fantastic opportunity for me to work for these amazing philanthropic initiatives and businesses across a range of areas and sectors. Also, at that time of my career, I was an oldish dog who was keen to learn new tricks. Finally, after many years of regular travel to all points of the globe, especially after the merger between Freehills and Herbert Smith, Minderoo Foundation/ Tattarang was a mere 8km from my front door. It was an offer that was so perfect for me, I couldn’t believe my luck!” Jason bid Herbert Smith Freehills adieu and joined Minderoo Foundation and Tattarang in October 2020. He took on the role as general counsel where he now leads a team of about 20 , and since March of this year has also been appointed the Director of the People Portfolio of initiatives at Minderoo Foundation. How did he adjust from private practice to the in-house role? “It did take some adjustment, certainly. For one thing, I have gone into a family office that is refreshingly light on bureaucracy and big on doing things simply and just getting things done. Secondly, both the Minderoo Foundation and Tattarang behave like well-funded start-ups, so everything is done much faster. That is a big change from the firm where, naturally, implementation of decisions is more of a process. Even though I loved every minute at Herbert Smith Freehills, my only regret is that I didn’t make the move sooner!” Even with the pandemic (although Western Australia was far less adversely affected than the rest of Australia by closing its border), Jason has been busy and is thoroughly enjoying the deals and issues on which he is required to advise. Jason also sits on the Investment Committee of Minderoo Foundation, and chairs the Jury of Minderoo Pictures – the social impact film enterprise of Minderoo Foundation.
Coming from Western Australia, Jason is a frequent spectator at sports events, both cricket and Australia Football League (AFL). His main sporting love is basketball, which he played and coached. But, for Jason, family has always come first. To get away from the pressures of work, the family retreats to a small place in Toodyay outside of Perth. There, Jason likes nothing more than pottering about, fixing things that need fixing and switching off. For a while, Jason sat as a government appointee on the board of the Art Gallery in Perth, chairing its audit and risk committee for a period of time. During that time the gallery faced the inevitable funding issues that all such institutions seem to face but had the particular problem of the consequence of Covid, including either shutting down or receiving very few visitors. However, just like his projects, he can see the results of some decisions as the gallery now has a roof-top space that is proving very popular with visitors.
Jason Ricketts, a keen basketball enthusiast, trained with the firm, developed a leading projects and infrastructure practice, headed the Perth office, was on the Board of Freehills at the time of merger and then became regional managing partner for Australia and finally the Global Head of the Finance, Real Estate and Projects practice following the merger. After 30 very enjoyable years with the firm, he has taken on what for him is a dream role – as general counsel for two of Australia’s best-known entrepreneurs and philanthropists.
Jason Ricketts Alumnus of Perth office 1990 - 2020
REFLECTING ON 10 YEARS OF HERBERT SMITH FREEHILLS
October 2022 marks the 10th anniversary of the merger that made Herbert Smith Freehills the leading international law firm it is today. The union was the culmination of nearly three centuries of collective history – and months of close collaboration as two storied institutions set an ambitious strategy together, and got to know each other. Herbert Smith and Freehills were both prestigious outfits in their own right. Freehills could lay claim to being Australia's premier national law firm, with a history stretching to the late-1800s. Herbert Smith, also established in the 19th century, was one of the UK's top firms, with operations in Europe, the Middle East and Asia. Beyond its history as one of the City's leading corporate advisers, the UK firm pioneered the development of commercial litigation as a fully-fledged practice in the 1960s and 1970s and, more recently, became the first international law firm to venture into near-shore alternative legal services. Key players in bringing the two firms together would forge lasting relationships that ensured the success of what was to be a full financial merger – and is now seen as one of the few success stories among global law firm mergers. We sat down with five leading figures involved in bringing Herbert Smith and Freehills together for a behind-the-scenes look at how – and why – the deal was done, reflections on what we've achieved in the past decade and thoughts on where we're headed.
10
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Rebecca Maslen-Stannage: I just wanted to mention how fantastic it is that Justin and the Global Executive were able to successfully launch our new strategy during a pandemic. And it's already having really significant impact. Justin D’Agostino: The new strategy comes from a real position of strength. There's a temptation at busy times to drop your focus on the future, and that's what we've guarded against these last couple of years. We're making sure we are placing our bets in the right place. The strategy focuses on four areas. First, clients and markets. This firm should be in the leading pack in each of our markets. We enjoy that position in most of the places we operate, but where we aren’t, we will raise our game. Then, to be one of the world’s leading international law firms. Historically, our firm has been built on acting for the major listed corporates, institutions and the banks, and that remains. But there's an increasing focus on private capital and the tech sector.
The firm has charted a course for the future with Ambition 2025 – what does the strategy say about the merger?
Gavin Bell: It makes me feel good. We put a lot of effort into working out the objectives and getting the partnership to buy in. It's really gratifying to see that it has been achieved. Jonathan Scott: It is all the more impressive if you consider that both of us knew we had vulnerabilities and held our hands up. We knew the status quo was not going to hold. We worked our way through this. That's the really satisfying bit. David Willis: Listening to Bec and Justin, it brought back to me the sort of feeling you get when you go to the graduation ceremony or the marriage of one of your children. You think, I must have done something right! It’s brilliant to hear how successful it's been.
Jonathan, Gavin and David, how does it make you feel, what the merger has achieved?
Justin D’Agostino: We have just had our ninth consecutive year of revenue growth, and last year saw revenue exceeding £1 billion and PEP exceeding £1 million each for the first time. There's a real upward trajectory. Most importantly, the merger raised the ambition and confidence of the firm. Our partners are wanting to cement their position in the leading pack. The merger helped supercharge that feeling. In the past decade, we have levelled up our twin engines of growth – transactions and disputes. We've always had a leading global position in disputes. But our transactional offering has been rising very fast. The merger helped that. That ambition meant we've built out in Asia. This year alone, we've hired eight new lateral partners into Asia and promoted five. We have also built out strongly in Europe and New York. Finally, the merger helped us run a more sophisticated business with strong financial disciplines. Rebecca Maslen-Stannage: I'm firmly of the view the Herbert Smith transactional side was underestimated. It had a really proud history, great clients and excellent partners. When you put that together with the Australian transactional practices, it has really paid off. In the last half-year, we were in the top five globally for completed M&A deals. That is amazing from where the two firms were 10 years ago.
How is the success measured in revenues and profits?
Justin D’Agostino: There is still pride. The Freehills brand still counts for a huge amount in Australia, as does the Herbert Smith name in the rest of the world. Rebecca Maslen-Stannage: I was speaking with the team here about the anniversary, and they were asking if we were celebrating. My initial reaction was it would feel weird. It feels like legacy thinking to be looking back. However, I was persuaded that people wanted to mark it – even those who had joined since the merger – to celebrate the history and acknowledge how the merger contributed to the success of the firm. Justin D’Agostino: The work is now about ensuring the good cultural fit continues – being proud of what unites us, but also proud of what we do in each of our markets and not trying to have one homogeneous firm that looks exactly the same across the globe.
Two-thirds of our partners today never knew the individual firms. How important is the legacy of each?
Gavin Bell: I don't think anything ever gets to unanimity in a law firm! But we got close. We both needed 85% approval, but from memory it was in the 90s. Jonathan Scott: A key point is that we approached this as a merger of equals – it wasn’t a takeover. Each was adding something. Freehills was very strong in Australia, but Herbert Smith added the international dimension. At Herbert Smith, we needed that extra something in Australia. In a funny way, both parties thought that they'd slightly married above themselves.
Did you get unanimous approval for the merger?
David Willis: There was a lot to do, and some of the things that don't seem all that exciting to outsiders take a huge effort to get right. Achieving an integrated financial system is fraught. Integration doesn't happen in six months - it takes years. We moved quickly to an integrated management structure. In those early days, having the firms’ equivalent to a board of directors (the Council) and the Executive Committee sitting around a table together to inculcate that one-firm ethos into the decision-taking was important, and this involved a lot of personal investment. So far as the practices were concerned, there was widespread acceptance of who should head them and how they should operate. Everyone was going to get behind them.
How did you address the challenges of integration?
Justin D’Agostino: I have been looking back at some of the headlines the press ran at the time. The best I saw was, "Fasten your seat belt: merger of equals takes to the sky." That set the tone. There was a lot of talk about creating the leading firm in Asia-Pacific, or at least the potential to be. The other point is that it helped give us great exposure to a deep pool of talent close to the high-growth economies of Asia. Rebecca Maslen-Stannage: Clients told us then, and they tell us now, that we were really smart in that it was a true merger. They contrast it with experiences they had had with other professional services organisations that had tied up. Jonathan Scott: I would add another point: we have limited liability partnerships; as a partner, you are putting your assets on the line for your fellow partners. Trust underpins everything. You have to be happy that you are sharing with people you like and trust because you have invested in the arrangement. That must be a long-term benefit.
We’ve talked about the conservatism of Herbert Smith, and some of the legal press viewed the merger as a sleeping giant waking up. Justin, you were in Hong Kong: what was the reaction there?
Gavin Bell: For some Australia-based clients it didn't really matter a great deal. However, there was a group of clients that was much more international, and they were looking for a firm that could serve them around the world. For them, the merger did make a real difference. We could pitch as one firm that could serve them globally. In terms of competition, other firms were envious of the merger being a full financial merger. Jonathan Scott: My recollection was a positive response from clients. It wasn't relevant to all of them, but certainly for those with real international ambition, it was welcome.
How did the market and clients react?
Gavin Bell: A lot of the mechanics were dealt with very easily. There were just one or two issues that were more difficult. The initial remuneration split was challenging, and the issue we laboured over the most. Our approach was to leave that until later, having agreed the merger. And, David, framed on your wall was a little piece of paper where [former Herbert Smith Chief Operating Officer] David Robinson had written down what the profit split should be! The fact people built relationships is probably what has stood the firm in good stead and led to where you are now. Justin D'Agostino: The collaboration that we have had in the years following the merger was first set up by getting to know one another other then. David Willis: Despite all that, we never knew until the votes were counted whether partners on both sides were happy to merge. It was a long haul.
Was negotiating the merger more difficult than anticipated?
David Willis: There were lots of meetings and partners flying in both directions. We also spent time socially together at dinners because in these surroundings, you don’t just talk about clients, you find out about people as people. In the pre-Teams environment, we did a lot of video conference calls. Rebecca Maslen-Stannage: There was no substitute for the time spent. And the collaboration we have had since was first set up then, with those early meetings.
How did you find out whether the two firms would mesh culturally?
Gavin Bell: From our point of view, the objective was to address globalisation – for clients, who were looking for global law firms, and for our people, who wanted better access. We took the view that to remain leading in Australia, we needed to be part of an elite global firm. Then it became a question of: "Who will we be most culturally aligned with?" We knew Herbert Smith well: a number of our people had worked there. We wanted a better network in Asia, where Herbert Smith was strong. Herbert Smith had a leading global position, a strong Asia practice and, in all likelihood, would be a good cultural fit. I remember the dinner and look on Jonathan’s and David’s faces when I said we were looking for a full financial merger from day one. David Willis: The advantage of a full merger was economic alignment. Gavin mentioned that one of the reasons Freehills thought Herbert Smith could work was cultural fit, and that was something we spent a lot of time testing among the partners before we got into the nitty gritty of stitching together a merger. The Herbert Smith partnership had historically been pretty conservative and didn't readily embrace change. We needed to make sure they thought these were people they wanted to be partners with. Obviously, we spent a lot of time on the business case. The practice area leaders were important with trying to assess whether there were synergies. But the key piece was the investment of time in looking at the cultural fit.
What were the objectives? And, Gavin, what appealed to you about Herbert Smith?
Jonathan Scott: Before the merger, Herbert Smith had a strategy review, from which it became clear that our international strategy was not working as we wanted it to. About that same time, Gavin [Bell, then CEO of Freehills], was in the UK. He arranged dinner with us in London and raised the idea then. The initial reaction of David and myself was, "Do we really need this?" But Gavin told us Freehills had also been thinking about their strategy, and suggested a merger would work.
How did the idea for the merger come about?
GAVIN BELL CEO of Freehills; joint CEO after the merger
JUSTIN D'AGOSTINO Then an Asia disputes partner; now CEO
REBECCA MASLEN-STANNAGE An M&A partner on the merger; now Chair and Senior Partner
JONATHAN SCOTT Senior Partner of Herbert Smith, and then Herbert Smith Freehills
DAVID WILLIS Managing Partner of Herbert Smith; joint CEO after the merger
THE PANEL
It brought back to me the same sort of feeling you get when you go to the graduation ceremony or the marriage of one of your children.”
Justin D’Agostino Then an Asia disputes partner; now CEO
There's a temptation at busy times to drop your focus on the future and that's what we've guarded against.”
Jonathan Scott Senior Partner of Herbert Smith, and then Herbert Smith Freehills
In a funny way, both parties thought they'd married above themselves.”
Jonathan Scott Chair and Senior Partner of Herbert Smith, and then Herbert Smith Freehills
Clients told us then, and they tell us now, that we were really smart in that it was a true merger.”
Rebecca Maslen-Stannage An M&A partner on the merger; now Chair and Senior Partner
I remember the dinner and look on Jonathan’s and David’s faces when I said we were looking for a full financial merger from day one."
Gavin Bell CEO of Freehills; joint CEO after the merger
The best headline I saw was, 'Fasten your seat belt: merger of equals takes to the sky.'"
WATCH DAVID
WATCH justin
WATCH gavin
WATCH rebecca
WATCH Jonathan
Second, people and culture. The world has changed. People want to work and develop in different ways. There's no longer talk of a career path, there's a career platform. We need to give people a platform to develop and hopefully still have a career for life with a firm like ours, but also go off and do other things with our blessing. Third, digital transformation. We are seeing huge reliance on technology to deliver what we do well today better tomorrow. The use of tech in M&A deals and disputes is enormous, and we are positioning ourselves to be at the forefront of that. Fourth, financial growth. We need to remain laser focused on productivity and profitability, as well as continue being rigorous with financial discipline so we can invest in our future. I feel privileged to have listened to the others throughout this discussion. The foundations we have in place and the work that was put into the merger set this firm up for success. I feel very proud of that, so thank you!
WATCH THE FULL PANEL DISCUSSION
October 2022 marks the 10th anniversary of the merger that made Herbert Smith Freehills the leading international law firm it is today. The union was the culmination of nearly three centuries of collective history – and months of close collaboration as two storied institutions set an ambitious strategy together, and got to know each other. Herbert Smith and Freehills were both prestigious outfits in their own right. Freehills could lay claim to being Australia's premier national law firm, with a history stretching to the late-1800s. Herbert Smith, also established in the 19th century, was one of the UK's top firms, with operations in Europe, the Middle East and Asia.
Beyond its history as one of the City's leading corporate advisers, the UK firm pioneered the development of commercial litigation as a fully-fledged practice in the 1960s and 1970s and, more recently, became the first international law firm to venture into near-shore alternative legal services. Key players in bringing the two firms together would forge lasting relationships that ensured the success of what was to be a full financial merger – and is now seen as one of the few success stories among global law firm mergers. We sat down with five leading figures involved in bringing Herbert Smith and Freehills together for a behind-the-scenes look at how – and why – the deal was done, reflections on what we've achieved in the past decade and thoughts on where we're headed.
Rebecca Maslen-Stannage: I just wanted to mention how fantastic it is that Justin and the Global Executive were able to successfully launch our new strategy during a pandemic. And it's already having really significant impact. Justin D’Agostino: The new strategy comes from a real position of strength. There's a temptation at busy times to drop your focus on the future, and that's what we've guarded against these last couple of years. We're making sure we are placing our bets in the right place. The strategy focuses on four areas. First, clients and markets. This firm should be in the leading pack in each of our markets. We enjoy that position in most of the places we operate, but where we aren’t, we will raise our game. Then, to be one of the world’s leading international law firms. Historically, our firm has been built on acting for the major listed corporates, institutions and the banks, and that remains. But there's an increasing focus on private capital and the tech sector. Second, people and culture. The world has changed. People want to work and develop in different ways. There's no longer talk of a career path, there's a career platform. We need to give people a platform to develop and hopefully still have a career for life with a firm like ours, but also go off and do other things with our blessing. Third, digital transformation. We are seeing huge reliance on technology to deliver what we do well today better tomorrow. The use of tech in M&A deals and disputes is enormous, and we are positioning ourselves to be at the forefront of that. Fourth, financial growth. We need to remain laser focused on productivity and profitability, as well as continue being rigorous with financial discipline so we can invest in our future. I feel privileged to have listened to the others throughout this discussion. The foundations we have in place and the work that was put into the merger set this firm up for success. I feel very proud of that, so thank you!
Rebecca Maslen-Stannage: I loved it because it was such a fun experience, as a mergers lawyer, to do your own merger and learn what integration really means. I remember very clear instructions from Gavin: "Be nice - if you do a good job, these people will become your partners!" I also remember Gavin saying that, when we were meeting, "Don’t just talk to the other Australian partners, talk to your international colleagues."
Bec, you were one of the negotiators of the merger agreement. How was that?
Societal bias feeds into the work experience. As a woman, if you are too demure and you talk too softly, you can be criticised for not being confident enough. But if you are assertive, you can be seen as aggressive. I want to play my part in addressing these challenges and trying to right them.
Advice to others
Growing organically helps both Richard and Sarah to keep a check on costs. “I have seen too many start-ups using up their initial investments on expensive office space and taking on too many people too quickly. I was very clear I didn’t want to make the same mistake,” Richard says. He has also found that he has been able to outsource many of the back-up functions necessary for a start-up, everything from accounting software to design, branding and marketing, through the magic of the internet. Quality may, of course, vary, but he has been successful in his choice of third-party platforms, including Canva for graphic design and Xero, an Australian accounting software program. He firmly believes that social media is invaluable for marketing, especially Instagram. His third piece of advice is to test ideas on friends, family, peers and especially random people on the street to validate your ideas. Richard adds, “If you think you’ve got a good idea and you have tested it, take the leap sooner rather than later but be cautious giving up your day job.” For Sarah, building a business can be hard work and will no doubt be testing, especially if there are setbacks, but she believes having your anchor during those trying times is crucial. “Be super-clear on your vision and record it somewhere, for clarity on what you want to do and why! Accept the first two years will be harder graft than the reward, which is why your vision is so crucial. There is no quick route, but it promises to be worth it when you see your seed of an idea flourish into something real. And especially when that something changes the lives of others.”
When you have an idea for a new business, don’t delay, get going. That is one piece of advice from both of our alumni who are rapidly developing successful businesses.
Sarah is bringing what she believes is a new and fresh approach to mortgage broking, which was needed in what had become quite a stagnant industry. “I have been different in that I show that I care, perhaps unlike other brokers who just regard their deals as transactions. It is an emotionally-led job. I always say to people mortgages are about more than money. When people are looking at a mortgage, they are looking at something that is the hub of their life. We want to be professional, not corporate.” The company is broadening its scope to go into schools and educate children about credit and mortgages, something Sarah is extremely passionate about. Richard also notes that his companies want to be different: “Sustainabl. Planet is a holistically sustainable company. We aren’t just selling for profit.” Both Richard and Sarah intend to grow their business organically. Richard originally funded both his businesses himself, but has since taken on some seed capital for Sustainabl. He is gradually taking on more people and currently has a team of nine. As he explains, there is always something of a time lag between hiring new people and seeing that work through into revenues. Similarly, Sarah is growing by keeping her overheads low – all of the business is done remotely and she does not have permanent office space – but she does have some full-time staff to help with training and coaching. “We only increase our support staff as the business of the brokers increases and we’re proud of the sharp growth of the company with very little investment from us both available at the beginning.”
“My benchmark is, if our products end up in Hong Kong harbour or any other coastline around Asia, they must degrade in a matter of weeks and not wash up on a Southeast Asian beach years later,” Richard says. The company is also actively minimising its carbon footprint so sources from regions close to Hong Kong, its base, even though the products might be more expensive to buy. “We are also working to promote a circular economy in Hong Kong, to encourage composting or products with food waste and reduce waste going to landfill,” he adds. By 2015, Sarah had qualified as a mortgage broker. However, her other real interest was singing. Possessing a truly amazing voice, she often entered in for talent shows, but it was not before 2018 that she was accepted to appear on The Voice UK. She took part in several rounds, with her initial performance being an incredible rendition of In My Blood, which won her four turns from the celebrity coaches, a growing audience and superstar Jennifer Hudson as her mentor. Since she was always asked what she did, she could refer to her mortgage broking business and it was effectively advertising her on primetime television.
Although Sarah had by then left the firm, Herbert Smith Freehills came to her rescue. Sarah was a mortgage broker working for another firm at the time, but she wanted to launch her own company The Mortgage Mum, which would allow women to train as mortgage brokers and set up successfully under their brand. She had to launch this new company before her appearance on The Voice otherwise the programme would have image rights. The firm advised that if she got her website up and running before the programme went out, she would be safe – so that is what she did. Together with a business colleague, Sarah launched and developed The Mortgage Mum in 2019 after her experience on The Voice UK ended, both reaching more customers and taking on more female brokers. The pandemic was initially a concern with purchases stopping altogether for a period of time, and created a bit of a dampener. It was certainly helped by the stamp duty holiday in 2020, when “our phones rang off the hook” New brokers are trained by The Mortgage Mum, and offered mentoring, coaching and advice on marketing and branding as well as mortgage broking, all within the auspices of the company. Sarah’s aim is to have at least 100 brokers spread out across the country. She has also become a mortgage expert on national TV, most recently appearing live on This Morning, Jeremy Vine on Channel 5, Sky News, BBC News and ITV News, as well as BBC radio stations such as Moneybox, BBC Radio 1, 2, 3 and 5 and Wake up to Money. She continues to sing, performing most recently at a fundraising event for Ukrainian refugees.
Richard Oliver always wanted to be an entrepreneur. As a teenager, he came up with a number of business ideas, some of which he would suggest to well-established companies who he thought would be interested. “I wrote to Marks & Spencer and Richard Branson of Virgin with two ideas and always received polite refusals,” he remembers. But decades later his persistence paid off. These days, he runs two businesses – one selling ‘truly’ sustainable, plastic-free free, home-compostable food and beverage packaging, from grass straws, to lunch boxes, to e-commerce mailers and coffee cups (and everything in-between) – and the other a fashionably cool and comfortable lifestyle flip-flop brand. Sarah Tucker, who set up a mortgage broking business primarily aimed at women, came later to the realisation that she wanted to start her own enterprise. In Richard’s case, he didn’t immediately want to go into business via the law route. After studying law and business at university with the intention of going into the world of commerce, he was offered a training contract. Thinking that legal expertise might come in useful, he found himself not just qualifying as a solicitor in 1999 but also enjoying the work. He was made a partner at a large Manchester law firm, concentrating on corporate and commercial work.
He then moved to Australia in 2007, taking up an offer to join Freehills in their Melbourne office. What persuaded him to go to Australia was an advertisement in The Law Society Gazette showing someone on a boat with Sydney Harbour in the background with the tag line, ‘What’s your daily commute like?’ Richard says, “Looking out of my window on a grey, drizzly Manchester evening, I thought that looked much better!” At Freehills, Richard was with the Melbourne office of the Corporate department for five years, principally advising on private equity transactions. He had by then gained significant experience of working on a wide range of corporate transactions that would help him as and when he became an entrepreneur. “Being able to draft your own legal documents, having a good understanding of corporate and commercial law, gaining insight into the commercial world and the process of investing, as well as developing analytical skills, have all proved incredibly useful.” Sarah was with Herbert Smith Freehills, in her case in the London office working as a PA, between 2008 and 2016. Like Richard, she always had an ambition to branch out. “Much though I enjoyed my work with the firm, I always had a nagging feeling that I wanted to be doing something else. I just wasn’t sure what.” Sarah had previously worked at a mortgage broking firm and realised that the industry was very maledominated and that as a result many women felt uninformed when it came to mortgages. She saw an opening to create a business where a woman could explain how mortgages worked in an easy-to-understand way and simplify a lot of the jargon. She used social media, particularly Facebook, to broadcast live videos weekly with her explanations, allowing people to ask her questions. She came across as being very informal, sometimes pushing her baby son in a swing using the rhythm of the push and pull to emphasise the points she was making.
After buying several pairs, he headed back to Hong Kong and set to work redesigning the sandal to create a hybrid between the Myanmar version and the more recognised Brazilian version and found a ready market (using the sales pitch “Luxury flip flops for the global explorer – Chic for your Feet”). “Pagodas” are now sold exclusively online globally. His second business also came about by chance. While drinking a kale smoothie at a hotel in Ho Chi Minh City, he observed that he was drinking through a grass straw. Further enquiries revealed that a local young farmer had come up with the idea, to make use of the long lepironia grass weed that grows in paddy fields. Richard immediately knew that these grass straws were far better for the environment than plastic straws – because they can be very quickly home-composted in a matter of weeks – whereas a plastic straw can take over 500 years to degrade. He created a new company, Sustainabl. Planet (deliberately without the ‘e’), and started sourcing these grass straws. The company now supplies them on a non-profit basis throughout Hong Kong to restaurants, hotels and other outlets. That led to Richard considering what other environmentally friendly products he could supply. In particular, he saw scope for “planet positive” packaging that was both recyclable and home-compostable. He now supplies “bagasse” pulp made from agricultural waste and FSC paper products, including lunch boxes, wine boxes, coffee cups and soup bowls among 300 or so products that are plastic-free, hard-PLA free, homecompostable and recyclable.
She soon attracted a growing audience who took to her informal style. Standing outside the school gates with other mothers after taking her children to school, one mother said to her, “You’re like a mortgage mum, aren’t you?” A bell went off in Sarah’s head, and she later named her business The Mortgage Mum. When she first became a broker, she did it part-time around her work at Herbert Smith Freehills, and the firm was very helpful. Sarah’s boss at the time, Chris Bushell (who is now a partner) said she could work on her business in her free time and even helped by putting a request through her to arrange his own mortgage. After five years as executive counsel in Melbourne, Richard took the opportunity to move to the firm’s (by then, Herbert Smith Freehills) Hong Kong office, in a different capacity. Integrating the two firms needed considerable project management (see Trust Underpins Everything, page 18). Richard became strategy and planning manager for Asia, working for Mark Johnson, then head of Asia. That kept Richard occupied for the next three years, before he was approached by an ex-colleague to head up the Asia Pacific region in a new consultancy business offering legal, commercial and financial advice. Both for Herbert Smith Freehills and as a consultant, Richard had plenty of opportunity to travel in Asia, and it was on these travels that he came up with his business ideas. The first was on a trip to Myanmar, when one of his flip-flops broke (Richard had picked up the very Australian habit of wearing flip-flops whenever he could). He took his “thongs” to a local cobbler who sold him a pair of traditional Burmese velvet sandals. Richard thought that not only were they comfortable, they were stylish
Bernadette meier and cameron Whittfield
If any alumni would like to buy a pair of Pagoda flip flops, they can benefit from a 20% discount by using the code “HSF20” when checking out. Pagodastore.com
PAGODA FLIP FLOPS
Richard Oliver Alumnus of Melbourne and Hong Kong offices 2007 – 2015 Sarah Tucker Alumna of London office 2008 – 2016
“Societal bias feeds into the work experience. As a woman, if you are too demure and you talk too softly, you can be criticised for not being confident enough. But if you are assertive, you can be seen as aggressive. I want to play my part in addressing these challenges and trying to right them.” Alison credits Herbert Smith Freehills for opening her eyes to the importance of gender equity and diversity and inclusion. She was an inaugural member of Herbert Smith Freehills’ Hong Kong Women in Business network (now Gender Equity Matters) and through that involvement became a founding member of Women in Law Hong Kong (WILHK). This non-profit society provides private practice lawyers, in-house counsel and other industry professionals with research and practical solutions to improve gender equity. Over seven years, it has grown from a handful of motivated people like Alison to a 1,500-member network. Alison is now Chair of WILHK and oversees its workstreams which include mentoring, a general counsel series, knowledge empowerment and pro bono. WILHK has lobbied for change, including for revisions to Hong Kong’s Stock Exchange Rules to require those listing to disclose their gender diversity statistics. It also produced a first-of-its-kind study in 2019 on flexible and agile working in Hong Kong. Published on the cusp of the pandemic, Alison says it helped break down preconceptions about remote working and made the case for change. “With Covid restrictions, employers and employees were thrust into totally different working patterns, which normalised many of the practices for which WILHK had been advocating.” WILHK’s latest research, the Everyday Behaviour Project, is a collaboration with another international law firm to gather Hong Kong legal industry data on daily workplace “micro-aggressions”, providing local insight on an issue already identified by global research to stifle gender equity. Alison has also brought her gender equity understanding to Mandarin Oriental, where the CEO asked her to set up and lead the company’s Global Diversity and Inclusion Council. The council has led multiple discussions and workshops on diversity and inclusion with top management, embedded diversity and inclusion questions in colleague engagement surveys, set up an independent whistleblower hotline, and runs workshops for managers on leading a safe, respectful and inclusive workplace. Alison feels that her legal background has helped her immensely in this work. “Culture is about more than legal and compliance, but integrity and compliance are essential ingredients of culture. It sets the tone,” she says.
Diversity and inclusion
Culture is about more than legal and compliance but integrity and compliance are essential ingredients of culture. It sets the tone
“Although Hong Kong had been through SARS in the early 2000s, nothing could prepare us for the turmoil of a global pandemic.” In common with other international travel hubs, Alison watched as Hong Kong shut down inbound travel under Covid restrictions. This hit the city’s hospitality sector incredibly hard, but Mandarin Oriental’s suite of luxury hotels, restaurants and bars quickly adapted. “We flipped from marketing to international clients and businesspeople to focusing on our domestic market through staycations – these became very popular in Hong Kong as people sought respite from living and working in apartments.” The company also converted its signature Landmark Mandarin Oriental hotel in Hong Kong’s central business district into an approved quarantine hotel under the government’s scheme for inbound quarantine. With quarantine orders lasting from between seven to 21 days over the course of the pandemic, this has provided a constant stream of guests. “Given guests can’t leave their rooms during quarantine, we have been offering them the best in-room experience possible, and amazing dining options,” says Alison. She commends the resilience of front-line hotel staff around the region in the face of uncertainty and changes to their normal work routines. Alison has also seen changes to the pace and nature of her role in the legal team. “I wasn’t able to travel for new hotel projects or visit sites as before, so digital deals have become the norm, requiring faster turnaround times for documentation.”
Mandarin Oriental’s Covid response
Alison joined the firm as a trainee in Hong Kong in 2011, shortly before the merger. She recalls an early trip with two partners to Sydney and Melbourne. “This opened my eyes to the international career on which I was embarking,” she says. From then, she seized all the growth opportunities available at an international firm, including a secondment to Goldman Sachs in Hong Kong and completing a master’s degree in law from Boston University and qualification to the New York Bar. Alison’s move in-house was another opportunity grasped. She chanced upon a job advert for a legal role with Mandarin Oriental, the Hong Kong-headquartered luxury hotel brand. She was then a junior associate in the ECM team and not looking to move, but was drawn to the sector and Mandarin Oriental’s brand. Mandarin Oriental’s story began in Hong Kong, with the opening of its iconic flagship hotel in 1963, and today is a truly global luxury player. With a dedicated staff of 11,000, it operates 36 hotels and eight residences in 24 countries and territories across Asia, Europe, the Americas the Middle East and Africa. While Alison felt unqualified for the job as she was junior and had no prior experience in hospitality, her personality and enthusiasm got her through the selection process. She recalls her interviewer saying: “You can learn what you need to know about the job when you start, what we are looking for is someone with passion.” Alison says that the hospitality sector reflects her personality: “I am by nature an outgoing, cheerful and optimistic person. I also like meeting people from different backgrounds and cultures. These are all needed in our line of work.” She says the icing on the cake is working for an organisation that represents the very best in quality. Taking that leap of faith as a junior corporate lawyer led her to her dream job, she concludes. Self-belief that her skills would flourish on the job and that her personality counted for something helped her to get comfortable in a very different environment. Since then, Alison has held legal responsibility for the Mandarin Oriental’s Asia-Pacific region, dealing with everything from new hotel projects and employment law, to managing senior stakeholders and business partners. Her role has recently broadened to a global remit and to leading the company’s global Diversity and Inclusion Council.
Alison Tsai Alumna of Hong Kong office 2011 - 2016
When the pandemic disrupted the global hospitality sector overnight in 2020, Alison Tsai had a ringside seat. Here, she shares her thoughts on how the sector weathered the storm, as well as her ongoing work to advance gender equity in both her day job and locally in Hong Kong’s legal industry
Fintech, the fast-growing business which brings together the financial services and technology sectors, is an exciting area for lawyers to be in. It is fast, furious and challenging, as two Herbert Smith Freehills alumni are discovering.
Fintech has a lot of attractions for lawyers who like to work at the cutting edge. The technology is changing and developing all the time, which appeals to the technophiles. There are plenty of start-ups, which is fun for those who like to work in something new and exciting. And the sector, as with many other technology sectors, tends to operate ahead of the regulations governing how businesses should operate, which makes it fascinating – although challenging – for lawyers called upon to offer their judgment and advice. All these factors certainly drew Christine Joo and Tom Hambrett, Herbert Smith Freehills alumni, to work in fintech. Christine is head of legal, business and operations, at the Hong Kong-based virtual bank, Mox Bank, while Tom is group general counsel and head of global affairs for Revolut, a UK-based App offering various financial services for retail and business customers from commodity trading and credit cards to cryptocurrency exchange and peer-to-peer payments, as well as its original product, currency exchange in 40 different markets worldwide, including his ‘home’ market of Australia. Christine’s legal practice has largely concentrated on banking and finance. Tom has practised in a range of corporate areas. Both studied and qualified in Australia. Christine joined the firm – Freehills, – in 2008. She was with the firm for seven years, which included a secondment to Standard Chartered Bank in Hong Kong. She both really enjoyed being in Hong Kong and, as the daughter of Korean migrants to Australia, wanted to be part of the “Asian growth story”. Tom joined as a paralegal in 2011 and, after qualifying, stayed until 2017. He chose Freehills as one of Australia’s very best domestic law firms, but that all changed with the merger in 2012. “With the merger, I became a lawyer in a global legal network, which has turned out to be just as well since I am now working for a truly global company.”
CHRISTINE JOO
Why move?
It was a very different culture, things moved fast, which suited my personality. And I liked the technology aspect. Technology is the new frontier."
Tom first came into contact with Revolut as a traveller who was attempting to mimic the functionality of the Revolut App. Travelling regularly between countries and therefore having to change currency all the time, Revolut’s offer of exchange rates that were cheaper than the banks’ suited his budget. He then took the initiative to meet one of Revolut’s founders, Nikolay Storonsky, and, following discussions, was offered the position as the company’s first in-house lawyer in 2017. Tom was then one of only 30 employees in the UK, operating from a cramped room in a section of another company’s office in Canary Wharf. Today, Revolut has grown to become a market fintech leader, valued at US$33 billion with 20 million users. It has recently launched as a bank in 10 European countries and has ambitions to convert its current payment operations in the UK and in the US into fully fledged banks as well as launch in more exotic markets such as India, Mexico and Brazil. The opportunity to work for Mox Bank was a natural progression for Christine. After a spell in Singapore, she joined Standard Chartered Bank’s in-house team in 2016. After Hong Kong’s regulatory authority, the Hong Kong Monetary Authority, introduced regulations that permitted the creation of virtual banks, Standard Chartered and others invested in one of the first eight, Mox Bank. Christine had helped in the process of setting up the bank and then moved to the bank’s in-house team in 2019. “I was looking for change,” Christine explains. “My career had largely been focused on institutional banking and this would expose me to something brand new. It was like starting a career all over again, and it was very exciting , a new way of working – it was fun to wear jeans to work.”
TOM HAMBRETT
People need fluidity, to have everything available when and where they want it. You can see that from the transformation in people’s lives with the advent of smart phones. The mobile phone is the high street of today. The key is optimisation – in other words, making everything easy to use – and that is where the technology comes in.”
Although, of course, this couldn’t have been predicted, the spread of the Covid-19 virus in 2020 and the subsequent lockdown made the launch of virtual banks all the more important. Online banking took off, particularly for those who might otherwise not have trusted this option. Christine also likes the fact that Mox is performing a useful social function, helping to widen access to financial services to those who can find it difficult to access bank branches. So far as her role is concerned, Christine advises on legal aspects relating to many areas – everything from product development and marketing campaigns through to employment, supply arrangements and other matters relating to the running of a business generally. “Since joining Mox, I have really had to hone in on the fundamentals of being a lawyer, often coming across topics that I am not familiar with and having to draw upon my core legal skills to be able to advise. So far as her role is concerned, Christine advises on legal aspects relating to many areas – everything from product development and marketing campaigns through to employment, supply arrangements and other matters relating to the running of a business generally. “Since joining Mox, I have really had to hone in on the fundamentals of being a lawyer, often coming across topics that I am not familiar with and having to draw upon my core legal skills to be able to advise. “For example, whilst my expertise is in banking, I might get a random question relating to, say, engaging a brand ambassador – in which case, I would need to draw upon fundamental legal skills to be able to advise.” Tom, too, has found that the range of laws on which he is called on to advise as an in-house lawyer requires considerable adaptation. At the same time, he has been tasked with building the legal function, adding management skills to his legal knowledge. Tom has gone from being the one and only lawyer in the company to becoming group general counsel heading a team of more than 100 lawyers spread across six practice groups (such as Corporate, Commercial and Disputes) in 15 different markets. That sounds like a fully-fledged law firm, and, indeed, Tom has pulled off something of a coup by getting Solicitors Regulatory Authority accreditation to introduce his own in-house solicitor training programme. “That is a meteoric rise, with a huge amount of responsibility – and a lot of sleepless nights,” Tom jokes. “But I love the multifaceted thinking and problem solving as well as stakeholder management, project management and process building. It has been fortunate that I have found an organisation that is growing at the same time as I am looking to grow myself.”
Both Christine and Tom, as you might expect working in a tech-focused business, are looking to see how they can best incorporate technology into how they deliver their legal advice. Tom has developed what he calls legal risk scorecards (having analysed every single piece of legal data within the company) to make sure that the company is making the right legal decisions, be it in a commercial arrangement, corporate mandate or in a disputes process, and a series of bespoke playbooks that guides his lawyers on how to ensure the “Revolut position” is the default basis within which the company manages its legal risk. He has also set up processes for high-volume, lowvalue contracts, such as non-disclosure agreements, that the businesses can manage themselves without the need for lawyer input.
“As the in-house legal function, we always need to demonstrate the value we bring to the business beyond the obvious legal expertise, and these types of innovations are proving very useful,” Tom says. Almost inevitably, finding the technological solutions that fit the business, are easy to use and lead to genuine benefits can be a matter of trial and error. At Mox, Christine is also incorporating agile or other tech-related mythologies into running her team. She is focusing on looking at tech that helps manage internal workflow. “So far, the legal tech is still somewhat rudimentary. I am hoping that something amazing will be developed and it will make my life a lot easier! They are both clear that fintech is the future. Christine says, “I think fintech will become more mainstream and prevalent over the coming years. Through the power of technology, everyone, not just finance professionals and enthusiasts, will be able to access and really exploit financial tools and products for their own value creation. Fintech is transforming banking from being something that we need to do, almost a chore, to something that is fun, valuable and part of our lifestyle. Tom adds: “Our advantage at Revolut is we can really personalise using algorithms and geolocation to provide micro-offerings. So, for example, if you have insurance only applying in a certain location or during a certain activity, the App will only effect insurance according to your specific individual requirements. We have also spent time ensuring that the add-ons we offer are personalised to our customers’ needs (be that ‘cashback’ or discounts or alerts on currency or stock movements), as opposed to the conventional financial services providers who have a blanket ‘one-size fits all’ approach.” Precisely because the technology is so transformative, the disruption poses a significant threat to those utilising older forms of business – what Tom calls the “entrenched positions of the incumbents”. Because the delivery of financial services is underpinned by regulation so users can trust the services they are being offered, there is scope for the incumbents to place obstacles in the way of the start-ups, or you might say, upstarts. For Christine, she believes there is plenty of scope for the old timers and the newcomers to co-exist. “People will have different preferences so, at least during my lifetime, there will still be a place for physical banks. As technology evolves, both virtual and physical banks will also evolve to serve the diverse needs of customers.” Hard workers though they are, each of Christine and Tom always make time to relax (in Tom’s case, less so, since earlier this year he became a father for the first time). Christine is looking forward to resuming regular travel trips and, in the meantime, is making the most of Hong Kong’s extensive hiking possibilities. Tom, a keen sportsman, also enjoys hiking with his family, as well as swimming and playing and watching cricket and tennis.
Christine Joo - Alumna of Melbourne office 2008 - 2015 Tom Hambrett - Alumnus of Sydney office 2011 - 2017
12 QUESTIONS
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What are the key pressures that you (and the wider industry) face in the short and longer term? In the short term, the Nigerian Petroleum Industry Act was passed into law in August 2021, overhauling the administrative, governance, fiscal and host communities' regimes in the Nigerian oil and gas industry. Settling into and navigating the comprehensive piece of legislation is an immediate challenge for energy companies in Nigeria. More broadly, the industry (both within and outside of Nigeria) is in the middle of an energy transition which is shaping business decisions and forcing industry players to be more deliberate in examining their sustainability and environmental footprint. What is the most unusual request you’ve ever had from a client? I have been fortunate to have always had very reasonable clients (including whilst at HSF)! However, shortly after my return to Nigeria from HSF, I was presented with an agreement by a client that he wanted to terminate because he was convinced the agreement had been frustrated. He therefore requested an opinion from the firm I was working in on whether he could terminate the agreement based on common law principles of frustration. Reviewing the agreement and the factual matrix, it was clear (at least to me) that due to non-performance on both sides, performance of the parties’ respective obligations was rendered more difficult rather than impossible. I therefore thought that the contract had not been frustrated, and that the client declaring the termination of the contract based on frustration could expose him to a claim for repudiation. Unsurprisingly, my opinion was not received very favourably, at least initially but later he told me he appreciated my standing my ground on the issue and that the two parties had reached an amicable settlement. What is the best career advice you’ve ever been given? Ignore workplace politics. Of course, it is sometimes difficult to live by this advice. But I have always tried to not get involved in or distracted by workplace politics. I will give 200% to my work and let my results do the talking. Tell us about one of your proudest achievements. Without a doubt, it was concluding my Oxford DPhil. What made it special for me was not necessarily achieving it (which is an accomplishment in itself) but the circumstances in which I achieved it. Getting into the DPhil was challenging enough, but concluding the DPhil well ahead of schedule, whilst managing a full-time job in another country, dealing with the pandemic, a newborn baby and the very recent loss of my Dad brought me to a level of resilience I did not believe I had.
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Who or what inspired you to become a lawyer? My decision to study law was taken out of child-like rebellion against my Dad who wanted me to be a medical doctor. When the time came for me to pick my subjects in planning for my future, my Dad wanted me to pick mathematics and science subjects (which I was actually better at than art or social science subjects), I chose to study law. It was the most memorable decision of my life. You have continued to pursue (and excel) in academia in parallel to your working life as a lawyer. What has inspired you to do so, and is here more to come? I am naturally curious and somewhat intellectually restless. My interests have ranged from medicine, economics, politics, outer space travel and several fields of law. I am an expansive reader and I try to obtain as much knowledge as possible and make connections between different phenomena. I have always believed formally pursuing these interests is a good way of developing credibility in them. I also love imparting knowledge. I am still recovering from my doctorate but will not rule out more academic pursuits in future. What did you learn from your time with Herbert Smith Freehills that have carried forward with you? I learnt a lot, but two stand out. The first is that you cannot be too meticulous. HSF really taught me to be extremely detailed in my work and to learn to commit the effort to put out fantastic output consistently. The second is that regardless of how busy you are, you can always create time to be a kind person. I was fortunate to meet, work under and continue to maintain very good relationships with some extremely busy but kind people. Paula Hodges, Mark Bardell and Charlie Morgan are some of the best people I have had the privilege of knowing in my career. What does your role in the legal department of Chevron Nigeria involve? My work is diverse and exciting. Working in the legal department of an energy company operating in an industry in the middle of the energy transition and in a developing economy raises all the interesting work you can hope to be involved in. Essentially, I ensure the company continues to conduct its operations in accordance with applicable laws and governance agreements, manage relationships with stakeholders (regulators, competitors, counterparts etc.), advise business leaders on legal issues, risks and mitigations, advocate the company’s position in various platforms, negotiate and advise on transactions, and work with outside counsel to protect the company’s interests.
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Tell us more about the Reginald Aziza Leadership in Law Scholarship Award that you have set up. The scholarship was really an avenue to give back and contribute in my own little way to the lives of people coming after me. I have always been fortunate to be a recipient of scholarships (I was a recipient of a scholarship from Chevron for my undergraduate studies in Nigeria and I was actually the pioneer recipient of the HSF scholarship to the Cambridge Master of Corporate Law Programme). However, amid this good fortune, I also saw people whose academic journeys were cut short because of lack of funds. I witnessed first-hand the stultifying effect of financial limitations on upward social mobility and career aspirations. The goal was to identify extremely bright, young law graduates who were at risk of missing out on the Nigerian Law School because of financial difficulties, fund them to law school, provide tailored mentoring during their studies there, provide them with the exposure and guidance they need to secure their first jobs and ultimately work with them to secure admission into some of the best universities in the world. I funded the first two recipients of the scholarship from stipends from my own scholarship in Oxford in the first year of my doctorate. The scholarship has grown exponentially since then. It has now been able to fund 19 students to law school. What’s something funny or interesting people don’t know about you? I spend a lot more time on my PlayStation than I am usually comfortable admitting. I like to think video games are invaluable for critical reasoning! If you could invite any four people to a special dinner party, who would they be and why would you choose them? First, my Dad. He was by far the best man I knew and may have the privilege of ever knowing. I sorely miss his witty advice and fascinating stories. Second, Shakespeare. I am intrigued by his imagination and creativity. It would be incredible to have a chat with him and see how his mind works. Third, Elon Musk. Again, I am intrigued by his imagination and would love to get tips on how to commit to something in the face of extreme odds and have the willpower to keep at it until it becomes successful. Fourth, Thomas Sowell. In my view, by far the most influential economist and thinker of this generation. Thomas Sowell is a library in himself. I have always been obsessed with libraries. Where are you most at peace? The beach. It is where I have gotten the inspiration to take on all my most meaningful projects and where I have always found my spirit most at rest.
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REGINALD AZIZA
Reginald Aziza - Alumnus of London office 2015 - 2016
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Kathryn is a chartered accountant who holds a number of non-executive, trustee and advisory appointments, most notably as chair of the Office of Tax Simplification, non-executive board member of the UK Supreme Court, vicechair of The Property Ombudsman, non-executive director of National Highways and non-executive director at the Nuclear Decommissioning Authority. She was on the Crossrail board from late 2019 and then the Elizabeth Line Committee as a DfT representative, and is a former member of the External Audit Committee of the International Monetary Fund (IMF). She was Chair of the Financial Reporting Advisory Board to HM Treasury from 2010 to 2016 and was Chair of the ICAEW Financial Reporting Committee for 10 years up to the end of 2017. Her past roles include as a project director at the UK Accounting Standards Board (now the Financial Reporting Council). She was a consultant accountant with Herbert Smith Freehills between 2000 and 2014.
There is now a more onerous regulatory environment affecting non-executive directors, so does that act as a disincentive?
Kathryn: : I joined Herbert Smith when I had done technical accounting work for the UK standard-setter but I wanted to get some hands-on experience, and it was interesting to join a new type of organisation in a different sector to do so. At the time, the then senior partner, Edward Walker-Arnott, decided that lawyers needed to know more about accounting so took me on to support the lawyers to provide knowledge about accounts or anything that was audit-related. I also worked as an accounting adviser to Richard Fleck in his role as chair of the Auditing Practices Board, which at the time set auditing standards. I was based in Corporate but worked right across the firm on client matters and knowhow, but I also did some training of lawyers across the firm, including internationally. I was made the equivalent of partner after about three years and ended up staying with the firm for 14 years. The work was demanding and interesting and it gave me a broad experience of the law and transactional work, as well as the technical experience that I was looking for. John: I joined Freehills, and was with the firm through the 1980s and 1990s during an incredibly exciting time. Freehills was the challenger brand, growing fast and, best of all, was a meritocracy – arguably the first meritocracy in law firms in Australia. We were also doing great deals. I was heavily involved in the privatisation of Commonwealth Bank and Telstra, together with Philippa Stone.
Kathryn: The firm was very helpful in allowing me to do some extracurricular work, which included chairing a board advising the Treasury on public sector financial reporting. When I left the firm I decided I wanted to become a nonexecutive director, but went primarily for the public sector as I did not have operational experience, which told against me in the private sector. I had thought I would take on more private sector work over time, but as it has turned out, I have mainly focused on the public sector which I enjoy very much. John: My career has moved in stages culminating in taking on NED roles. I chose the Commonwealth Bank option deliberately as a hybrid, partly legal as general counsel but also significantly commercial. As GC, I was on the executive committee, one of 10 people making the big commercial decisions. That was genuinely hands-on commercial experience which was a good segue for when I jumped to Credit Suisse in an executive role. I felt a lot more confident about my ability level in a purely commercial environment.
Kathryn: Above all, build up a profile of relevant experience, which may take time but ultimately is what boards need to see so they know you can contribute. I have a portfolio of directorships, and that has advantages in that you can share insights and ways of doing things. Organisations can learn from others, for example on the systems others use to manage risk. John: If I had gone straight on to company boards, direct from being a lawyer, I am not sure how good a company director I would have been. In my case, I moved in-house, to Commonwealth Bank and then 10 years at Credit Suisse both of which helped equip me to be a better board director.
Kathryn: I am genuinely interested in the public sector and what I can do to contribute. My first roles were not board roles: as a way in instead I was the independent member of audit and risk committees, and that gave me the experience to show I had something I could offer to boards. I tend to work on bodies that are actually delivering services, not central government departments, and it is great watching an organisation change and move on, as well as building exciting things like roads and railways and now decommissioning nuclear facilities.
John: There is a difference, in Australia at least, between listed and unlisted companies. For listed companies, the risk-reward trade-off is getting increasingly unsustainable, and the risks of falling foul of regulations that you run as a NED are growing by the day. The regulatory burden for unlisted companies is different but it is still there. However, I would say, the risk/ reward trade-off really depends on the company’s business and prospects. Kathryn: The regulations are growing but the main consideration is to be thorough, think analytically and bring your knowledge to bear in the best interests of the organisation. In my experience, you are always going to be making decisions in conditions of uncertainty. The key then is to monitor and understand what is happening on the ground and always be as diligent as you can, while recognising that you are not an executive running the day-to-day business.
Kathryn: Many public sector boards are not full fiduciary boards; they are more advisory. Some are companies such as National Highways, so there you do have exposure in terms of potential liabilities, but the exposure is much more around reputational risk. Risk management is something everyone has to understand in a board context and the fact I specialise in that is helpful. Being financially literate (whether you are an accountant or not) is a major advantage as interrogating the numbers is what often roots out issues. John: What a NED can and should provide is some level of subject matter expertise, which I do in corporate finance, M&A, corporate governance and legal but I am very careful not to be the board’s legal adviser. I left the law 20 years ago and since then I have been on the executive committee of Australia’s largest bank and was executive chairman of one of Australia’s leading investment banks. I have had lots of practical executive experience in companies, particularly financial services companies, and that has given me good general grounds to ask the right questions at board level.
John: I would still have accepted the same offers. AMP, the company I was brought in to help turn around following a crisis, was a challenging situation. I took it on because I thought I could help. It was considerably more stressful than I thought it would be! For myself, I have done that turnaround situation once and I am not sure I would want to do it again. Kathryn: I joined Crossrail at a time of continuing crisis as the Department of Transport’s representative on the board when the company was over budget and behind schedule. It was hugely stressful. However, I am a fairly calm person! There is no point in panicking is my attitude to these things, particularly when people are looking to you to help steer the organisation, and its people, through troubled times.
Kathryn: Going to the opera, theatre, ballet, seeing friends. John: I like to ski, swim every day the year round, and watch cricket and rugby.
What advice would you give others thinking of making the transition from professional services firm to the boardroom?
Consider very carefully the company or organisation you are joining. If you are successful in progressing, make sure the board is the right one for you and that you will fit in well. Board culture is very important and, in particular, a good Chair is a sign you will be joining a good board.
Try and do something before you leave the professional services firm. Start with a charity, for example, so that you can show on your CV you have board experience. But pick carefully – see the points below!
Demonstrate you have a broader business understanding, not just having been a lawyer, for example. It may be easier for accountants than lawyers. You have to show that because of the work you have done, particularly in a big firm, you have been a business adviser, not just a technical adviser, and that you understand how business works and how business decisions are made. Most lawyers who have worked for a long time in a firm like Herbert Smith Freehills should be able to show that, although perhaps that might apply more to corporate lawyers.
Do something you are interested in. You will have to learn a lot in a short space of time and you will struggle if it is not engaging.
Show humility and have the desire to continue learning. You will not have all the answers and you must be prepared to recognise that. You will deal with a broad range of people and you have to show you are supporting them as well as challenging them.
Communicate well. Identify issues, be able to articulate them clearly and then communicate effectively. And pick your battles carefully.
SIX TIPS
Kathryn Cearns +
John O'Sullivan +
John is a non-executive director of The Lottery Corporation (TLC) in Australia and is chairman of Serendipity Capital, an unlisted global fintech investor. He is also on the Takeovers Panel. He was Credit Suisses’s executive chairman of investment banking and capital markets, Australia, for 10 years until February 2018. Before that, he was general counsel at Commonwealth Bank between 2003 and 2008. He was previously a corporate partner with Herbert Smith Freehills between 1983 and 2003.
From cryptoassets and artificial intelligence to the fledgling metaverse and cyber security, modern business is beset by technological change on multiple fronts. However, our latest thought leadership campaign – TechQuake – aims to provide accessible and insightful information for clients to ensure they aren’t left behind. We kicked off our TechQuake campaign with a series of articles exploring the metaverse, a growing 3D virtual universe where individuals can shop, game, work, and socialise, and asked how seriously businesses should take this emerging world. We then examined cryptocurrencies, in particular assessing whether the bruised market can recover from the crash of 2022. The next planned instalments of the campaign will focus on the regulatory and ethical debates around artificial intelligence before an examination of data protection and cyber security. However, we anticipate this campaign having a long tail of content, with no shortage of disruptive technologies reshaping the business world. Each chapter of TechQuake is defined by digestible and accessible content for our time-poor clients as well as more granular legal analysis which complements the main articles. We've also used easy-to-navigate infographics to explain sometimes nebulous concepts such as distributed ledger technology or summarise the converging technologies required to build a metaverse. To learn more about this campaign, visit out TechQuake hub where we will be housing all the published content businesses will need to orientate our increasingly digital world.
CAMERON WHITTFIELD
After qualifying as a lawyer, I started in New Zealand with Russell McVeagh before, as a typical Antipodean, I left for Europe to explore other opportunities. When I returned to this side of the world, I was looking to work in one of the top firms, and Freehills was an obvious choice. Freehills aligned with my personality. It had a passion for quality and rewarded hard work, but above all it provided legal advice with a genuine commercial focus. I joined the firm for the first time in 2005. I principally advised on M&A transactions and for technology companies – at that time mostly telecoms companies – on their corporate transactions. My passion was – and is – technology. So I suggested to Freehills that I focus more on technology as a primary area of practice. It was the intersection between law and technology that really appealed to me. What I also like is change, and you don’t get a faster changing sector than technology. When it comes to technology, we will never be as unsophisticated as we are now and that will be the case tomorrow, next week and next year. After five years with the firm, I had a very unique opportunity to open the Melbourne office for another firm (Gilbert + Tobin). This was an incredibly difficult decision for me because Freehills had invested a lot in me. In fact, we had invested a lot in each other. For a good while after leaving, I would still instinctively introduce myself as Cameron from Freehills! But the market was going through a period of disruption and this was too good an opportunity for me.
After that, I spent some time with PwC, where I led the global technology law practice and the Australian cybersecurity incident response team. However, I realised after a couple of years that I really wanted to return to the practice of law and to a law firm partnership. I had unfinished business both personally and professionally. Being away from the firm made me realise what I wanted to be. Why did I return to Herbert Smith Freehills? I had kept in touch with people at the firm. Added to that, it is a small market so I knew what was going on. I thought that Herbert Smith Freehills, as it had then become, should target the area in which I was leading – data, information security and cybersecurity. These areas have become key areas of opportunity and risk. At worst, threats to information and data can become existential crises. After reconnecting with the partners at Herbert Smith Freehills, we quickly worked out how this developing area could fit in. I rejoined in April 2022. The decision to move back has been totally validated, not just because of the opportunity to build out the data and security practice, but also based on how I felt coming back. I felt totally at home, as if I had never really left. I was at peace with myself. The DNA of the firm – what had drawn me to the firm in the first place – was still present. Other things had changed, of course – the firm was global and had become much bigger. In some respects, the culture has evolved accordingly. The global component is significant for me. It fits with my practice, both in its current form and with its current direction.
I have also found it completely natural to work alongside our other offices. Whether with the London team, the Singapore team or elsewhere, the interactions so far have been great. The practice itself is both challenging and fascinating. We are advising a vast array of clients at different stages of their business maturity – helping them put in place protections to manage their cyber risks. This help can be preparatory or it can be required when a company is in the midst of a cyberattack, facing all the challenges that exist in a significant crisis. The lawyers have a key role to play. There are significant legal issues to manage – dealing with regulator engagement, employee issues, communication strategies, customer and supplier arrangements, insurers, and any number of third parties. From time to time we also have to help our clients deal with some very sophisticated criminal threats. We are also often brought in to advise boards about their obligations or help management and the board manage breach. And when our clients are acquiring other businesses, or selling businesses, information and data security is now front of mind. It is truly multidimensional and multijurisdictional.
We help companies manage their cyber risks. In fact, in some ways, my job is to help our clients avoid the impacts of a cyber breach and do myself out of job. When our clients are secure, they should not need our incident response services. However, you simply cannot zero-risk this and there are material opportunities out there for me and others within the firm. We are really strategic advisers to the client, in it for the long haul. Given we have a broad range of experience across multiple clients, we can often bring a unique perspective or one that leverages this experience. It is a challenging space because we are often competing against non-traditional competitors that operate off different costs models or provide a different type of service. I think this is where the opportunity lies, too. We have an important role within this ecosystem. We don’t just wait for a breach to occur. It is incumbent on us to put people and businesses in the best position possible.
I am not only a lawyer, I also teach emerging technology law at Melbourne Law School. Teaching is highly addictive. You get to engage with smart students who have a passion for both law and technology. I like to give students a different learning experience and one that promotes curiosity, in addition to core legal principles. And, of course, I like to do plenty of things outside of work. I play golf, badly, and am a keen cyclist. I find that having a sport is really important. It certainly helps me relax. It gets the heart moving but also provides camaraderie.
I found my way into an in-house counsel role via the tried-and-tested route of going on secondment. In 2006 I was seconded to the legal team at ABN AMRO. I was lucky to work with some awesome people. My secondment rolled into eight months, and by then I was embedded and really enjoying the new way of being a lawyer: advising, project management, building relationships with internal stakeholders, attending business board meetings and drafting internal policy to reflect changes in law, among other things. This was now 2007 and, as ABN AMRO was on a recruitment freeze, I decided to apply for other in-house bank roles and was delighted when Leonie Fleming, general counsel at RBS, offered me a permanent legal counsel role on the last day of my secondment. It was at RBS that my passion for training, people development and leadership started to develop. I was now starting to lead a small team of lawyers. I was (and still am) deeply passionate and curious about how to create the optimum working environment for people to flourish, to be comfortable and confident in their roles – where they can do their best work. This should ultimately lead to business success, plus individual fulfilment and happiness at work. I had an outlet for this new passion by being nominated to attend various future leaders programmes, one of which led me to join an “action learning project”. We were given the challenge of setting up a Business Skills Training Academy for our Legal division. Working with peers and partnering with various panel law firms we set up what I consider to be a brilliant and varied menu of training. By 2016 I was leading a team of 20 lawyers (while my boss, Lucy Hasson, was on maternity leave). It was a challenge leading a large legal team, including managing peers. I learned so much about leadership. I was genuinely delighted when Lucy came back, but I was also ready for my next role.
I loved – and continue to love – everyone’s passion and drive for excellence, their desire to be the best and to deliver exceptional service for clients and to do cutting-edge legal work which often made the financial news. But most of all, I loved the sense of fun and enjoyment in our work. That’s the one thing, for me, that sets Herbert Smith Freehills apart: we are exceptionally focused and serious about our work, our client service and our business, but we know how to have fun, too! I love to laugh and have a picture on my wall at home that says: “That day is wasted on which we have not laughed”. I was delighted when Jonathan Scott (trainee recruitment partner, and later our Senior Partner) called one September morning in 1997 to say I was being offered a training contract. It was everything I always wanted, and it was like a dream coming true. Roll on two years, and I was overjoyed at qualifying into the Finance division in London. I spent the next six years specialising in real estate finance and Project finance. I worked with fantastically talented lawyers, and learnt so much, not just about finance law, drafting finance and security documents and running transactions but about leadership, too. I learnt a great deal from so many people but particularly Julia Pyke and James Slessenger (my supervisors as a trainee), Simon Chadney (who taught me to be calm under pressure), Adrian Cheng (how to draft documents) and Andrew Calderwood (for always being “in the trenches” with the team).
The decision to move back has been totally validated...
Returning to the firm I’ve noticed that its spirit and passion hasn’t changed: that sense of wanting to be the best and do the best work; striving for excellence
As luck would have it, exactly around this time RBS was recruiting for “performance consultants”. These are basically internal coaches who would work on a one-to-one basis with MDs, GCs and team leaders to help embed a new operating model. It was effectively a leadership model that sat very well with my personal values, covering exceptional communication, building relationships and treating people well so they can flourish in their roles. I was appointed as the first performance consultant for the RBS Legal division. I always thought it would be a 12-month secondment and I would then go back to my legal role, but rather unexpectedly, I fell in love with coaching. It is an immense privilege to be someone’s “thinking partner”. As a coach, we create the space for people to explore and set personal or work goals, so they can either enhance their performance or work through issues. I was coaching in the context of embedding agreed leadership work goals (very workfocused and transactional), but I was also humbled by the confidences people would share with me. I have discovered that to a greater or lesser extent we all have our crosses to bear at different times in our lives, and coaching – having space to think – can be a very precious and practical way to support people (whether it’s in the life coaching space, or setting work goals to enhance workplace performance). I was basically hooked on coaching and wanted to learn more. I took a year out and even though I was not absolutely clear on what role I would do next, I knew I wanted to marry up my two passions: coaching and law. I was also driven by a deep desire to “give back”, to train, to coach, to help people be confident and comfortable in their roles and to support and prepare the next generation of lawyers. Herbert Smith Freehills came back into my sights. Caroline Janes (then global head of learning & development) was looking for an L&D manager and business coach. This was a perfect role. After 11 years away, I came home and it feels really good. There is an impressive training and coaching team, which I’m proud to be part of. The firm has a Global Business Skills Academy which trains lawyers at key stages of their career. We cover a myriad of skills topics from personal impact, communication and listening skills through to leadership and personal resilience/wellbeing. We also deliver training for our business services colleagues. I’m primarily responsible for the business skills training for our senior associates and clients, plus I coach all levels within the firm and clients. It’s a very varied role with huge scope for creativity in how we design and deliver our training, which I love. I’m learning so much every day too, which makes the role fulfilling. Returning to the firm I’ve noticed that its spirit and passion hasn’t changed: that sense of wanting to be the best and do the best work; striving for excellence – and that sense of enjoyment and pleasure in both our work – and in working together. Many of my original colleagues and friends are still here (both lawyers and PAs), which I think is a real testament to the culture of the firm. It’s a happy and supportive place and people choose to stay. On the other hand, I’ve noticed that there is a lot more structure and governance within the firm, which is a positive and natural consequence of growth. There is also a much larger Business Services team supporting the business, so it feels very professional and well run. Outside work I play the violin in an orchestra and enjoy Pilates lessons, but my favourite thing is spending time with my husband, Greg. We love holidays in Miami South Beach, the Caribbean and walking in the Highlands of Scotland.
Rejoining HSF, after 11 years away as inhouse counsel at The Royal Bank of Scotland (RBS), was one of the easiest decisions I’ve made. It felt like “coming home”, and four years later I still feel at home. Back at the mothership, but this time in a new capacity: from finance lawyer to learning & development manager and business coach. It’s been a very organic journey: following, at first, my ambition to qualify as a lawyer. I read Law & Sociology at Warwick University and remember being super-proud of myself for getting a place on the Herbert Smith three-week summer vacation scheme. At the end of the scheme I was certain that the firm was the place for me. I met such great people, both fellow vacation scheme students (many of whom went on to be Herbert Smith Freehills lawyers and are still very dear friends now, nearly 25 years later) and the wider HSF team.
My family is no longer about playgrounds and play school. I’m lucky to have an incredibly supportive wife and I have two wonderful daughters, both now at “drinking age”, so there are still things for me to worry about. I have to say, we are starting to enjoy being empty nesters.
BERNADETTE MEIER
