Magazine for the In-House Community (Replacing Asian-Mena Counsel) Volume 1 Issue 3, 2021

Magazine for the In-House Community (replacing Asian-mena Counsel) Volume 1 Issue 3, 2021

IP AND COMPANY VALUE A few thoughts about IP and company value

IN-HOUSE INSIGHTS In-house Insights with Nick Tomlinson of Dentsu International

INNOVATION How In-House Counsel Magazine Can Encourage Innovation to Manage Complex Investigations In-House Community Magazine Online home of the Magazine for the In-House Community In-House Community

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Bi-Monthly eNewsletter with Cutting-edge events to facilitate latest news, deals, moves, training, dialogue and change in the legal updates, jobs, and more ‒ corporate legal world directly in your inbox

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CONTACT US Feature contributors In-House Community Magazine Ron Yu Stephanie Szeto PUBLISHER Ron Yu teaches or taught intellectual property Stephanie Szeto is head of Peerpoint in Asia, Rahul Prakash law and Fintech at the Chinese University of Allen & Overy’s (A&O) global flexible resourcing In-House Community +852 8170 2951 Hong Kong (where he also does research), the business, which connects world-leading rahul.prakash@ Magazine inhousecommunity.com University of Hong Kong, and the Hong Kong organisations to the highest quality consultant University of Science and Technology. lawyers in the market. Peerpoint can bring both A&O’s first-class legal expertise and its Online home of the Magazine for the LEAD DESIGNER Ailar Arak Mitch Kowalski market-leading alternative legal services to bear in response to client interim needs. In-House Community In-House Community EDITOR Mitch Kowalski is a globally-recognised Nathan Smith thought leader on the changing legal services ecosystem and the author of two Mark Hill WRITER Mark Hill is a partner and head of Butch Bacaoco critically acclaimed books in this area. Mitch was admitted in 1991 and spent 10 years commercial, TMT and Intellectual Property Published 10 times annually by as an Associate and Partner at Baker & Middle East at Charles Russell Speechlys. InHouse Community Ltd. McKenzie (Toronto) and five years of in-house experience at Aoyuan International (Canada), Publishers of City of Toronto and at Toronto Community Karishma Nair • In-House Community Housing Corporation. Karishma leads Vario’s Flexible Legal In-House Magazine • IHC Briefing Services business in Hong Kong, and Babar Hayat looks after Vario’s Financial Services Community Organisers of the Babar is the Head of Product, Tech Innovation practice in Asia. • IHC Events & Transformation at Konexo. He is responsible events Hosts of for technology management and driving • www.inhousecommunity.com innovation to support the strategic growth Carissa Duenas • www.mycareerinlaw.com ambitions of the business; across the Carissa Duenas is a marketing consultant Forums for the In-House functions and practice areas. and content contributor for Praxonomy, the Bi-Monthly eNewsletter with Cutting-edge events to facilitate Community company behind Boardlogic, a simple, secure Opinions expressed herein do platform for boards to manage meetings, share latest news, deals, moves, training, dialogue and change in the not constitute legal advice, and Eoin Gillen documents, collaborate and execute gover- do not necessarily reflect the Eoin Gillen was appointed APAC General nance activities. She began her management legal updates, jobs, and more ‒ corporate legal world views of the publishers. Counsel for BNP Paribas in December 2020, consulting career at Accenture and has since having spent the last 13 years with the bank in worked in a consultant capacity for leading directly in your inbox London and Asia. He assumes responsibility organisations in the technology sector and © 2021 InHouse Community for the legal function at BNP Paribas in the communications space. Limited and contributors. region as it continues on a path of technological transformation. Georgia Foster Georgia Foster is APAC managing director at Relativity, leading a team driving growth across the region. Previously she ran Uber’s corporate division in Australia/New Zealand, and before that was on LinkedIn’s global team. mycareerinlaw.com

The best opportunities from top legal recruiters EDITORIAL GUIDANCE PANEL

Carina Wessels Executive: Governance, Legal and Carl Watson Navrita Kaur Compliance, Alexander Forbes General Counsel, Arcadis Asia Chief Legal Officer, Omesti Group Group Holdings

Preeti Balwani Raymond Goh Rebecca Hong General Counsel at Hindustan General Counsel, International of Managing Counsel, Intel Corporation For advertising opportunities Coca-Cola Beverages China Tourism Group on the above platforms Ron Yu University of Hong Kong, Chinese Sally Dyson Sesto Vecchi University of Hong Kong, Hong Kong Director, Firm Sense Managing Partner, Russin & Vecchi University of Science and Technology CONTACT US Stanley Lui Yosr Hamza APAC Legal Director, TI Fluid Systems Director, Legal Counsel, Gartner Co-Founder, White Hat Guys PAGE 4 In this issue

LEGAL INNOVATION 6 + TECHNOLOGY

The time for 50 Thinking beyond 28 innovation in the the pandemic with legal sector … Karishma Nair of was yesterday Pinsent Mason’s Vario JURISDICTION UPDATES An Atrium, Legal- 38 Pre-IPO Firms Tech, In-House 53 PHILIPPINES Mash Up and Board Portals: 6 Meeting the Financial rehabilitation as a 41 Is There A Hole In Challenge of way to survive Covid-19 Your Bucket? Governance Excellence 43 Leveraging 8 OFF-SHORE UPDATE technology and How In-House innovation for 56 Counsel Can Offshore Share Security in in-house legal Encourage Debt Financings to Co- departments Innovation to Investment Structures Manage Complex Solutions Templating: Investigations 46 A new priority for in- house legal teams

IHC MAGAZINE VOL 1 ISSUE 3, 2021 PAGE 5 In this issue

21 23

THE IHC BRIEFING IP AND COMPANY VALUE IN-HOUSE DIRECTORY

12 NEWS 21 60 A few thoughts about IP MOVES 16 and company value 18 DEALS

IN-HOUSE INSIGHTS 23 In-house Insights with Nick Tomlinson of Dentsu International

VOL 1 ISSUE 3, 2021 IHC MAGAZINE JURISDICTION UPDATES PHILIPPINES PAGE 6 Financial rehabilitation as a way to survive Covid-19

BY ZYRA G. MONTEFOLCA

ollowing the various types of lock- v. Philippine Bank of Communication, down measures introduced to limit G.R. No. 187316, 2012). The process may be the spread of Covid-19, many corpo- court-supervised (which may either be rations had to pause their work or voluntary or involuntary, depending on the Fcontinue only with limited capacity. Small initiator), follow a pre-negotiated plan or use companies especially took significant losses out-of-court or informal proceedings. and many were forced to shut to staunch the financial bleeding. COURT-SUPERVISED REHABILITATION If a business is unable to pay its obligations, However, it is worth noting that the law an insolvent debtor may voluntarily begin a has options to help save a distressed rehabilitation proceeding by filing a petition company. Republic Act No. 10142 (the with the court. Financial Rehabilitation and Insolvency Act of 2010, or FRIA) encourages struggling The party who can initiate the petition businesses – including sole proprietorships, depends on the type of business. For instance, partnerships, corporations and individual if the company is a sole proprietorship the debtors – to undergo rehabilitation. The FRIA party will be the owner. If it is a partner- does not apply to banks, quasi-banks, insur- ship, initiation will require agreement of ance companies or pre-need companies, the majority of the partners. And in stock all of which are governed by different laws corporations, the party will be a majority and regulations. vote of the Board or trustees, authorised by at least a two-thirds vote of the outstanding Rehabilitation allows for the continuation of capital stock (or of the members, in the case of corporate activities as a business is restored non-stock corporation). to solvency (Wonder Book Corporation

IHC MAGAZINE VOL 1 ISSUE 3, 2021 PAGE 7 PHILIPPINES JURISDICTION UPDATES

On the other hand, involuntary court-super- liabilities of the debtor, including secured vised rehabilitation may be initiated by any creditors with more than 50% of the total creditor or group of creditors with a claim of secured claims of the debtor and unsecured approximately ₱1 million (US$19,900) or at creditors holding more than half of the total least 25% of the subscribed capital stock or unsecured claims of the debtor. partners’ contributions, whichever is higher. INFORMAL RESTRUCTURING Involuntary court-supervised rehabilitation AGREEMENT may be initiated if a) there is no genuine issue Lastly, an out-of-court or informal restruc- of fact or law on the claims of the petitioner turing agreement and rehabilitation plan must meet the following minimum requirements. The debtor must a) agree to it, b) it must be approved by creditors representing at least Despite the pain of Covid-19, remedies 67% of the secured obligations of the debtor, c) like these offer distressed companies it must be approved by creditors representing a way to survive shuttering. at least 75% of the unsecured obligations of the debtor and d) it must be approved by creditors holding at least 85% of the total liabilities – secured and unsecured – of the debtor. and the company’s due payments have not been made for at least sixty days or that the Only when rehabilitation is no longer feasible, debtor has failed generally to meet its liabil- despite the appointment of a receiver and a ities; or b) a different creditor has initiated rehabilitation committee, can liquidation of foreclosure proceedings against the debtor the debtor's assets and the settlement of its preventing them from paying their debts as obligations begin. Despite the pain of Covid-19, they come due. remedies like these offer distressed companies a way to survive shuttering. With careful In both instances, a Rehabilitation Plan must rehabilitation, a struggling business may find a be attached to the petition. Such a plan aims new lease on life. to restore the financial viability of an insolvent debtor through debt forgiveness, debt resched- This article is for informational and educational purposes uling, reorganisation, dacion en pago, debt-eq- only. It does not constitute legal advice. This first appeared uity conversion, sale of the business, creating in Business World, a newspaper of general circulation in the a new entity or other options approved by the Philippines. court or creditors.

PRE-NEGOTIATED REHABILITATION In a pre-negotiated rehabilitation, an insolvent debtor by itself, or with its creditors, may file a court petition for the approval of a pre-negotiated plan. Zyra G. Montefolca [email protected] This plan must have been approved by cred- Zyra G. Montefolca is an associate of the Davao itors holding at least two-thirds of the total branch of the Angara Abello Concepcion Regala & Cruz Law Offices (ACCRALAW).

VOL 1 ISSUE 3, 2021 IHC MAGAZINE JURISDICTION UPDATES OFF-SHORE UPDATE PAGE 8

Offshore Share Security in Debt Financings to Co-Investment Structures

BY JAMES WEBB TIFFY WAN DANIEL MOORE

IHC MAGAZINE VOL 1 ISSUE 3, 2021 PAGE 9 OFF-SHORE UPDATE JURISDICTION UPDATES

BACKGROUND - If the M+A or the SHA contain “drag Complexities arise when arranging financ- and tag,” “right of first refusal” or other ings to co-investment structures, especially provisions that impact share transfers, if the credit support includes security over how would these apply to a transfer of shares granted by some (but not all) of the shares by the security taker in an enforce- shareholders. ment situation?

Examples of these types of transactions include: DUE DILIGENCE When it comes to due diligence, transactions - a founder or the early shareholders of involving co-investment structures require an an emerging company seeking to leverage enhanced approach. their individual shareholdings for personal borrowings; and Shareholder provisions - leveraged co-investments in which an It is crucial to carefully review the terms of investor secures its shareholding as secu- any SHA and the M+A (the provisions of the rity for any debt financing. former are often transposed into the latter) to identify all restrictions on the creation or In APAC, Cayman Islands and British Virgin enforcement of share security. Islands companies are often used as co-investment vehicles due to their flexibility, ease of Shareholder agreements often contain administration and tax-neutrality. transfer restrictions. The concept of “transfer” is usually widely drafted to catch not only an Co-investment vehicles will normally have in outright legal transfer of shares (which could place shareholder agreements with bespoke affect a transfer to the secured party or a provisions. It is therefore important to be receiver following default) but also a grant of a aware of the types of issues that may arise in security interest over shares or any transfer of order to structure these deals successfully. beneficial ownership.

COMMON QUESTIONS Even if a transfer is permitted, the terms of Some common questions asked at the struc- the SHA usually require a new transferee to turing stage include: accede to the SHA by way of a deed of adher- ence. There may also be particular conditions - What happens if the shareholder providing an incoming shareholder must meet which the share security (the Chargor) is a the security taker may be unable to satisfy. minority shareholder who does not want disclose the existence of the security to the Secured parties will also need to understand other shareholders? any 'drag and tag', 'right of first refusal' or - How to deal with a situation where the similar provisions in favour of other share- memorandum and articles (M+A) or the holders which could impose limitations on shareholder agreement (SHA) restrict the marketing and disposal of the secured shares. creation or enforcement of share security?

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Routine due diligence made a condition of the financing and appro- Of course, routine transactional due diligence priate representations should be contained in should always be undertaken. This includes the transaction documents. confirming ownership of the shares, capacity of the entities to enter into the transaction and In some situations, a minority shareholder may grant security, ensuring the due authorisation not be in a position to obtain consents, waivers or of relevant signatories for the deal and carrying carve-outs from the other shareholders. If so, the out customary litigation and commercial potential security taker should carefully consider registry searches. its position and risk appetite. Ultimately, the route to realising value from a secured minority DOCUMENTATION shareholding subject to a SHA may involve the security taker selling to another shareholder. Transfer restrictions Any provisions in the M+A or SHA that may Future listing restrict the creation or enforcement of the For businesses hoping to list, provisions for share security must be considered and, if the release of the share security upon a qual- necessary, waived. Depending on the nature of ifying IPO (which will often be a prepayment the financing or investment, it may be possible event under the finance documents) should to add carve-outs into the M+A or SHA to be considered. permit the share security. Share security documentation It is in the parties' interests to ensure any We recommend documenting any share secu- necessary carve-outs or waivers are obtained rity under a local law share security agreement at the outset to avoid potential disputes that drafted by offshore counsel. It is customary for may be disruptive to the business. Where the following suite of signed, undated delivera- applicable, carve-outs or waivers should be bles to be provided to assist the secured party

IHC MAGAZINE VOL 1 ISSUE 3, 2021 PAGE 11 OFF-SHORE UPDATE JURISDICTION UPDATES in transferring the shares (typically to a receiver not want other shareholders discovering the or its nominee) on enforcement: security and related financing arrangements).

- share transfer form (with any share CONCLUSION certificates); The corporate landscape in Asia is always - proxy and power of attorney in favour of the evolving. Lenders and investors who can secured party (to allow the secured party to understand, structure and evaluate complex vote the shares on enforcement); offshore shareholding and co-investment - director resignation letters (to allow the structures will be well-placed to offer secured party to appoint its own directors financing to and develop valuable early rela- on enforcement); and tionships with early-stage ventures. - undertakings from the charged company and its registered office provider to register Experienced offshore counsel can add signif- a transfer of shares on enforcement. icant value by providing commercial and pragmatic advice to allow parties to get deals However, where a minority shareholding is being done while managing risk. secured, the scope of deliverables will often be reduced to a share transfer form, share certifi- cate (if applicable), director resignations only for directors appointed by that shareholder and a proxy, as a minority shareholder will normally James Webb be unable to procure the other items from the [email protected] company (eg resignation letters from any direc- +852 3628 9012 tors appointed by other shareholders). While is a partner at Carey Olsen Hong Kong LLP. not insurmountable, the absence of a full suite of James specialises in Cayman Islands, Bermuda deliverables may make complicate the process and British Virgin Islands (BVI) law and advises of registering the transfer of shares on enforce- on a wide range of corporate and financing ment, particularly if the company or registered transactions. office provider (who maintains the register of Tiffy Wan members and whose co-operation is necessary to [email protected] reflect a share transfer) is not co-operative. +852 3628 9021 Tiffy Wan is a senior associate in at Carey Registrations Olsen Hong Kong LLP where she advises Asia Lenders will normally require customary and PRC-based clients on offshore corporate registrations in connection with the share transactional matters. security. These can include an annotation Daniel Moore of the register of members of the secured [email protected] company noting the existence of the secu- +852 3628 9022 rity. Parties should also be aware that corpo- Daniel Moore is counsel at Carey Olsen Hong rate registry filings may be publicly search- Kong LLP and has a general debt finance able. However, an annotated private register of background with experience in secured members is not usually required to be publicly and unsecured commercial lending, pre-IPO filed and creating the annotation is negotiable financings, margin lending, real estate and (particularly if a minority shareholder does acquisition finance transactions.

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NEWS

HFW and CyberOwl join “We are partnering with CyberOwl’s security forces to help shipping experts who share the deep shipping industry expertise on which we pride ourselves at industry manage cyber risk HFW,” Dean added. HFW and maritime cybersecurity company CyberOwl chief executive Daniel Ng said the CyberOwl will together provide compre- company is leveraging data and analytics to hensive technology and legal services to the shift shipping organisations towards a more shipping industry in cyber risk management active cyber posture and help them prove their and compliance. cybersecurity controls are working. HFW’s shipping lawyers and CyberOwl’s “We have engaged with 100 vessel owners team of data and security experts will collab- and managers to understand their chal- orate to help the maritime sector prevent and lenges. They have expressed a real lack of actively defend against commercial, legal, confidence that the steps they take to comply technical and operational risks. It will include with IMO 2021 will help them defend them- reviews of vessel cybersecurity seaworthiness, selves technically, operationally, commercially cybersecurity monitoring and related legal and and legally in the eventuality of a cyberattack, consulting advice. and to prove that due diligence was exer- The new venture complements HFW’s cised to ensure vessel seaworthiness and existing cybersecurity advice to clients, as cargoworthiness. part of its standalone consulting business, “Working with HFW will let us provide HFW Consulting. clients with a broader offering, combining “Cybersecurity is a growing concern for the first-rate legal and technology services. We see global shipping industry as it moves towards this as a unique proposition. Other cyber digitalisation creating new vulnerabili- services providers are mainly focused on ties. On top of this, IMO 2021. This will intro- IMO 2021 compliance, but we can help the duced a regulatory requirement for owners industry actively manage and mitigate its cyber to demonstrate that their cyber policies are risks,” Ng said effectively implemented,” said HFW global HFW’s global shipping team includes 200 head of shipping Paul Dean. specialist lawyers and Master Mariners across “Traditional cybersecurity systems are not the Americas, Europe, the Middle East and designed to overcome the unique technical, Asia Pacific, advising clients on a range of dry operational and commercial challenges of shipping, admiralty and crisis management shipping, such as the need to demonstrate and transactional matters. due diligence in ensuring seaworthiness and cargoworthiness, to minimise disagreements about liabilities after a cyberattack.

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Kennedys opens new office capability in Oman, as it has done in Dubai in Oman after the firm opened in 2006. Similarly, Al Shamli is a licensed practi- tioner with the Oman Ministry of Justice and Legal Affairs with full audience rights before Omani Primary Courts and the Administrative Courts (Primary Circuits). Al Shamli has extensive commercial litigation and arbitration experience in Omani law disputes over the last six years in private practice. He has advised and represented clients in contentious energy, aviation and construction-related matters, shareholder disputes and labour law issues. Kennedys senior partner Nick Thomas said Global law firm Kennedys has opened a new the Oman office is part of the firm’s commit- office in Muscat, Oman. ment to its global strategy of growing interna- The chosen location is in response to client tional capabilities. demand for a presence in Oman and will “There are presently no other interna- make Kennedys the only international insur- tional insurance firms in Oman, and we are ance-focused law firm in the Sultanate. seeing an increase in client demand, as the The new office will be headed up by insur- country’s economy continues to diversify and ance, construction and disputes partner develop. Our Dubai office has increased its Jamie Kellick, who joined the firm’s Dubai litigation capability in recent years, and we office in September 2019 from Addleshaw are now looking to replicate that success in Goddard. Kellick is joined by Nasser Al Shamli Muscat,” Thomas said. of Nasser Ali Shamli, Advocates & Legal Kellick added that Oman is transforming Consultants (NASLAW), Kennedys’ asso- itself into a modern regional economic centre. ciate firm in Oman. “With growth in government, private and Kennedys said Kellick has strong foreign direct investment, there are consider- relationships with local Omani compa- able opportunities. Our presence in the region nies. The country conducts high level business will be a significant benefit to our existing with the UAE and India, where Kennedys client base, as well as those new clients who already has a strong presence, in the form of want to work with Kennedys," Kellick said. an established office and co-operation with “It’s an exciting time to be opening an local firm Tuli & Co, respectively. office in and bringing a new offering to Kellick's expertise in dispute resolution the Sultanate.” means Kennedys can build a local litigation

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Mayer Brown adds eight She also acts for clients on transactions lawyers to its HK Corporate under the governance of the Hong Kong Listing Rules and Takeovers Code. & Securities practice Jason Wang has extensive experience Chicago-based law firm Mayer Brown has acting on Hong Kong IPO deals, large-scale added four new capital markets partners to its cross-border mergers and acquisitions, private Corporate & Securities practice in Hong Kong, equity investments, post-IPO fundraising and along with four lawyers. corporate compliance matters in relation to Guiping Lu and Philip Hyde (both previously Hong Kong listed companies. at K&L Gates) will lead the firm’s debt capital Wang has represented many Mainland markets team while Bonnie Yung and Jason Chinese enterprises and also international Wang (both previously at Paul Hastings and LC and Mainland Chinese investment banks in a Lawyers LLP) will head up the Mayer Brown number of Hong Kong IPOs. equity capital markets team. Mayer Brown Corporate & Securities partner Guiping Lu’s practice is primarily focused on Jason Elder said picking the right legal minds international debt capital markets transactions. for the roles was critical since the firm’s inter- He has built a strong debt capital markets national and China institutional client base in practice representing Chinese investment banks Hong Kong continues to demand deep exper- on Regulation S investment-grade bond offerings tise in Hong Kong, English and New York law with different credit enhancement structures governed capital markets products. and liability management transactions. He also “Guiping, Philip, Bonnie and Jason add advises on high-yield bond offerings. significant bench strength to our existing debt Philip Hyde is an accomplished lawyer with and equity capital markets offering,” Elder said. 25 years’ experience advising on a range of debt Mayer Brown senior partner in Asia Terence capital markets, structured finance, derivatives Tung added the firm will continue to invest in and securitisation transactions. capital markets. He has a particular focus on advising “Our new partners and their team have joined trustees on all aspects of transactions, from us at an exciting time. Their extensive experi- their initial appointment on new issues, their ence will enable us to build upon the success of ongoing obligations throughout the term of the our Corporate & Securities practice,” Tung said. transaction, restructurings or amendments to The latest hiring announcement followed a actions following a default. recent addition of Oil & Gas partner Joanne Du Bonnie Yung is known for her work advising from Baker Botts to Mayer Brown’s Corporate & on numerous IPO deals filed with the Stock Securities practice in Hong Kong. Exchange of Hong Kong including both Reg S Mayer Brown is a global law firm with 200 and Rule 144A international offerings, repre- lawyers spread across offices in New York, senting international and Mainland Chinese London and Hong Kong advising compa- investment banks in Hong Kong along with nies and financial institutions on complex issuers from a variety of industry sectors. deals and disputes.

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Pinsent Masons aims to cut air travel by 10% – even creating “no-travel halve its carbon emissions weeks” for all staff. Pinsent Masons senior partner Richard by the year 2030 Foley said the firm has adapted to become a Global law firm Pinsent Masons has chosen “purpose-led organisation” and has set four 2030 as the target for cutting its absolute key metrics to assess its performance. carbon emissions by a minimum of 50%. “These metrics represent what is truly In addition, the firm also plans to source meaningful to our stakeholders and that 100% renewable electricity across its global helps us to focus on bettering ourselves as a assets by 2030. purpose-led organisation. During a partic- The targets are backed by the Science Based ularly challenging year we’ve continued to Targets initiative (SBTi), which is a collabora- focus on and measure ourselves against these tion between Carbon Disclosure Project (CDP), metrics and we will continue to do so as we the United Nations Global Compact, World strive to improve,” Foley said. Resources Institute (WRI) and the Worldwide In 2020, Pinsent Masons launched its Fund for Nature (WWF). Climate Change Mitigation & Sustainability This non-profit collaboration defines and platform to coordinate internal and market- promotes best practice in science-based target facing climate change initiatives and reduce setting and independently assesses compa- the firm’s environmental impacts, to support nies’ carbon emissions reduction targets. clients and work with third parties to influ- Pinsent Masons managing partner John ence positive change. Cleland said setting targets to reduce the The firm is also a member of the Net Zero company's emissions was a “natural next step” Alliance. The 22 global law firms that are for a firm that regularly advises clients on low members of the alliance are committed to carbon projects. achieving net zero emissions by 2050, while “We recognise that operating 26 offices also setting interim targets to reduce their in a global network has significant environ- operational emissions by at least 50% by 2030, mental implications and want to implement against 2019 levels. real, tangible changes that have a positive Pinsent, which employs nearly 3600 people impact. This helps us focus our efforts to globally, including around 1500 lawyers and achieve this,” Cleland said. 400 partners, said it turned over £503.3 To calculate its global carbon footprint, the million (US$693.83 million) in the year to firm undertook a 12-month audit of its entire April – up 1.5% from £495.9m in the previous greenhouse gas inventory. 12 months. Profits per partner across office In the last five years, the firm has reduced locations also rose by 16% to £636,000. its energy consumption by 30%, shrunk its office space by over 100,000 square feet and

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MOVES

K&L Gates has added Eugene clients on regulatory compliance and repre- Yeung as a partner in the firm’s sented them in a range of matters across indus- Hong Kong finance practice. He joins tries. He has more than 17 years’ experience from Pillsbury Winthrop Shaw and is a graduate of King’s College London. Pittman. Qualified in Hong Kong, Australia, New York and England and Wales, Yeung Goodwin has added Edwin Chan focuses on aviation finance and restructuring as partner to its global private equity and insolvency in Asia. He regularly acts for practice in Hong Kong. Chan brings a financial lenders, aircraft owners, airlines and proven track record, deep expertise in ultra high-net-worth individuals on regional the Asia-Pacific region and trusted relationships and local commercial transactions within the across the private equity industry. His prac- aviation sector, including aviation finance, tice focuses on private equity transactions, restructuring, bankruptcy and insolvency investment restructuring and exits, including and investments and general corporate cross-border and domestic M&A, joint ventures, advisory matters. growth capital and pre-IPO investments. He has advised many leading financial sponsors White & Case has added Rahul through the life cycle of their investments Guptan as partner to its global across the region. capital markets practice and India country group in Singapore. Guptan advises Indian and international companies, along with investment banks and private equity firms, on transactions involving equity and debt capital markets, M&A, private equity and regulatory matters. He joins from Clifford Chance, where he was a partner and co-head of the Global India Group. He has strong, long- standing relationships with key stakeholders in India, Singapore and Hong Kong and a deep understanding of the Indian market.

Chandler MHM has added Mayer Brown has added Joanne Visitsak Arunsuratpakdee as a Du as a partner. Du will divide partner. He focuses his practice on her time between the Hong Kong, administrative law litigation, tech- Beijing and Shanghai offices under nology, media and telecommunications, partic- the globally integrated oil and gas industry ularly personal data protection, M&A, taxation team. Previously a partner at Baker Botts, and corporate commercial matters. He has Du advises international and Chinese oil and advised both foreign and Thai multinational gas companies, as well as other China-based

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MOVES

corporations and state-owned institutions, on and the Listing Committee of the Hong Kong their domestic and cross-border energy trans- Stock Exchange. actions. Du’s work includes advice and assis- tance on bids and the tendering process, invest- King & Wood Mallesons has ment assessment and strategy, due diligence added Corey Zhang to the Hong reviews, joint ventures and joint operations, Kong partnership. Zhang has over a asset or share acquisitions, investment and decade of experience advising issuers operation compliance, gas sales and distribu- and underwriters on a range of equity and tion. She is a registered foreign lawyer in Hong debt capital markets transactions, including Kong and is admitted to practice in New York. Hong Kong IPOs, London global depositary receipt offerings and Rule 144A and Regulation Baker McKenzie has added S debt offerings. He is native in Mandarin and Cécile Baume as a US securities fluent in English and Cantonese. His clients law partner in its corporate team include Chinese and international investment in Sydney. She joins from Allen & banks, and corporates across various indus- Overy. Baume has built a large corporate finance tries, including financial services, technology, practice, representing Australian and New healthcare, consumer goods, industrials, real Zealand issuers, investment banks, private equity estate and energy. Zhang is well regarded by the sponsors and governments on US and interna- investment banking and corporate communi- tional capital markets transactions. Her practice ties for his strong execution skills, deep client extends to corporate advisory, including general commitment and close Chinese cultural affinity. US securities laws and corporate advice on corporate domestic transactions, cross-border Simmons & Simmons has added M&A and stock exchange listings. Sonia Lim as a partner in the financial markets team. Lim joins from Baker McKenzie has also added Linklaters, where she led the growth leading capital markets and M&A and development of its Singapore/Southeast partner Victoria Lloyd to its Hong Asia derivatives and structured product prac- Kong office. She joins from Ropes tice. Prior to that, she was a managing director & Gray, where she was a partner of the stra- at JPMorgan, and led its Asia-Pacific regulatory tegic transactions group. Lloyd has over 25 team. She specialises in structured finance years’ experience advising major Chinese and derivatives (SFD), with a focus on financial and multinational corporations, investments regulatory and advisory matters. Lim brings banks and private equity investors on a wide over 20 years’ experience in providing legal and range of corporate and commercial, corporate regulatory advice to the financial derivatives finance and M&A matters. Lloyd is a member markets and structuring complex SFD trans- of the Takeovers and Mergers Panel, the actions. She primarily advises APAC and global Takeovers Appeals Committee of the Hong financial institutions on both English law and Kong Securities and Futures Commission Singaporean law related issues.

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DEALS

Allen & Gledhill has advised Bayfront Zylox-Tonbridge provides interventional Infrastructure Capital II, a wholly-owned medical devices for treating neurological and subsidiary of Bayfront Infrastructure peripheral-vascular diseases, which accounted Management (BIM), on the issue of five classes for over 20% of China’s total mortality in of investment-grade rated notes, comprising 2019. Hong Kong and Beijing partners Fang US$176.9 million Class A1 senior secured Liu and Tianning Xiang led the firm’s team in floating rate notes due 2044, US$120m Class the transaction. A1-SU senior secured floating rate notes due 2044, US$33.3m Class B senior secured Davis Polk has advised the initial purchasers floating rate notes due 2044, US$22.1m on a debut Regulation S offering by Leading Class C senior secured floating rate notes Holdings Group of US$150m 12% senior notes due 2044, and US$8.8m subordinated due 2022. Hong Kong-listed Leading Holdings notes due 2044. The notes were offered Group is a property developer dealing with the to institutional investors and are listed in Sichuan-based property developers and across Singapore. The US$401.2m portfolio of 27 China. Partners Gerhard Radtke and Yang Chu project and infrastructure loans is diversified led the firm’s team in the transaction. across 13 countries and eight industry sub-sectors. Partners Yeo Wico, Jeanne Ong, Andrew Gide has advised Chinese fashion brand Chan, Jo Tay and Sunit Chhabra led the firm’s ICICLE on the creation of ICCF Group (Icicle team in the transaction. Carven China France), uniting ICICLE and the Parisian fashion house CARVEN, which has AZB & Partners has advised The Hongkong been owned by ICICLE since 2018. The ICCF and Shanghai Banking Corporation Group reflects the original collaboration Singapore Branch, BNP Paribas, Credit between France and China and connect the Suisse (Hong Kong) and Merrill Lynch two brands, ICICLE and CARVEN, from natural (Singapore), as the initial purchasers, on material expertise to production facilities and the issue by Wipro IT Services, of 1.5% senior multicultural artistic teams. Shanghai partner notes due 2026, aggregating to Rs55.6 billion Fan Jiannian, supported by partners Arnaud (US$748.6m). The notes are guaranteed by Michel, Bertrand Oldra and Foulques de Wipro. Partners Srinath Dasari and Varoon Rostolan, led the Gide team. Chandra led the firm’s team in the transaction, which was completed on June 24. K Law has advised Axis Bank, the sole financial creditor in the Committee of Clifford Chance has advised Morgan Creditors of SVIIT Software. Parmjit Gandhi Stanley, CLSA and other underwriters on was the successful resolution applicant and an biotech company Zylox-Tonbridge Medical application was filed for approval of the resolu- Technology’s US$330m IPO and listing in Hong tion plan, which was allowed by the Principal Kong. The public offering tranche of the IPO Bench, National Company Law Tribunal in its was oversubscribed by 1190 times. China-based order dated May 31. Axis Bank is set to receive

IHC MAGAZINE VOL 1 ISSUE 3, 2021 PAGE 19 THE IHC BRIEFING

DEALS

Rs351.5 million (US$4.7m) against an admitted Ventures Holdings. Partner Surbhi Kejriwal led claim of Rs592.3 million (US$8m). Aditi Mittal the firm’s team in the transaction. Kochhar & led the K Law team. The resolution professional Company advised Glance InMobi, while Indus and PWC, the resolution advisor, was repre- Law advised the investors. sented by Khaitan & Co. L&L Partners has advised US-based private Khaitan & Co has advised O(1) India, its equity firmCenter Rock Capital Partners on its founders and angel investors on the sale of their acquisition of companies engaged in engineering respective shareholding in Shop101 to Glance services, field services and parts manufacturing InMobi, a subsidiary of InMobi Group and a in the US and India. The firm assisted in the portfolio company of Google. The Shop101 team, Indian leg of the transaction, which was struc- including founders Abhinav Jain, Aditya Gupta tured as an all-cash deal, preceded by internal and Kalpak Chajjed, will continue working restructuring. This acquisition will help Center in O(1) India and power social commerce Rock enhance its presence in the Indian indus- efforts of Glance, through Glance and Roposo trial sector. Partner Shinoj Koshy, supported by platforms. The transaction also provided an partner Lokesh Shah, led the L&L team. exit, via cash and equity, to O(1) India existing investors Kalaari Capital Partners III, Vy Fund I, White & Brief has advised STUP Stellaris Venture Partners India I and Unilever Consultants and its promoters and STUP Design Forum (SDF) and its proprietor on the Rs1.94 billion (US$26m) sale of 99% equity shares by the promoters of STUP Consultants to Assystem France and the subsequent transfer of the business of SDF to STUP Consultants. Senior partner Manu Varghese led the firm’s team in the transaction.

WongPartnership has acted for JPMorgan on its joint venture with DBS and Temasek to create a new blockchain-based platform for payments, trade and foreign exchange settlement. The company, Partior, will use blockchain technology and digitise commercial bank money to reduce frictions and time delays in cross- border payments, trade and currency settle- ments. Partner Chan Sing Yee led the firm’s team in the transaction, along with partners Ameera Ashraf, Tan Shao Tong and Chan Jia Hui.

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cross section of a beehive. It is highly conduc- tive, atomically thin, lightweight, flexible, transparent and as strong as a diamond. Based on these properties, one application for graphene is as an industrial additive for electronic components, aluminium, or plastic products to increase conductivity, durability and product function. Graphene is also proving to be a sustainable alternative material. For instance, it enables closed-loop plastic processing and it enhances Ashurst advises Sojitz on the capacity and charging speed of lithium buying a stake in Singapore ion batteries. graphene start-up But the material is costly and difficult to manufacture. Revenues across the industry Global law firm Ashurst represented remain low to modest and profitability is Japanese trading house Sojitz on buying almost non-existent outside of a few leaders. an equity stake in 2D Materials Pte. Ltd. Sojitz said 2DM can produce high-quality (2DM), a Singapore-based manufacturer of graphene that can be sold at a lower price than graphene products. its industrial rivals. The company plans to use The Ashurst team was led by partners its global network of 5000 partner companies Michelle Phang (Singapore) and Tracy in the chemicals industry, along with its sales Whiriskey (Tokyo). and procurement networks, to promote the They were supported by senior associ- practical application of 2DM’s graphene. ates Vanessa Teo (Singapore), Daniel Yip Sojitz has over US$20 billion of assets across (Singapore), Jessika Colthurst (Tokyo), associ- a number of sectors, including 40 power ates Alex McLeish (Tokyo) and Shojeeb Alam projects in 10 countries. (Tokyo/Melbourne). 2DM is a spinoff from the National Ashurst is one of Sojitz’s in-house advisors University of Singapore’s Centre of Advanced for deals and legal matters in several countries 2D Materials, a top two-dimensional materials and lead partner for the transaction Michelle research institute. Phang said Ashurst was “delighted” to support In July, Brazilian steelmaker Companhia Sojitz on its latest strategic investment. Siderurgica Nacional (CSN) also invested an Sojitz client relationship partner Tracy undisclosed sum in 2DM via its innovation Whiriskey added that Japanese corporates are arm CSN Inova. searching for high-growth, early-stage start-ups. Earlier this year, Ashurst represented Although the investment sum and other Sojitz on its strategic investment in a leading terms were not disclosed, Sojitz said the new Asia Pacific primary healthcare and wellness capital will help the company commercialise services provider Qualitas Medical Limited. the technology. The firm also advised the Japan-based Graphene is a nano carbon material with a company on its 20% equity stake in mesh-like sheet of hexagonal carbon atoms Mirfa International Power and Water in a honeycomb structure that resembles the Company (MIPCO).

IHC MAGAZINE VOL 1 ISSUE 3, 2021 PAGE 21 IP AND COMPANY VALUE A few thoughts about IP and company value

BY RON YU

s the value of intellectual property A CONVOLUTED CONNECTION (IP) becomes an important part of However, establishing a connection between many company’s valuation, interest IP and valuation is not straightforward given grows in how IP can affect a compa- the myriad legal, business, environmental and Any’s share price or ability to attract financing. technical factors influencing the value of IP and thus the value of the whole company. If a company’s value is connected to its IP, its loss can result in stock price changes. For example, Businesses and academics have studied shares for drug companies Moderna and prosecution data and other statistics to better Pfizer dropped after US President Joe Biden understand the connection between valu- voiced support for waiving patent protections ations and patents. A growing number are on Covid-19 vaccines. Another example of IP questioning the common wisdom that patent impacting a company’s value is when a firm volume is a good proxy of a company’s inno- acquires another for its IP, as when Amazon vation. Not surprisingly, a cottage industry of bought MGM Studios for US$8.45 billion to gain service providers are now analysing company access to its movie catalog.

VOL 1 ISSUE 3, 2021 IHC MAGAZINE IP AND COMPANY VALUE CONTINUED PAGE 22 patents and following patent grants to predict than taking a scattershot approach, dabbling in technology or product trends. many technological areas but mastering none.

But patent-focused analysis tends to be They believe that watching how a company relevant only to those involved in technical supplements its technological focus in patents industries who rely on patents to protect their with other IP rights, notably trademarks, is IP, such as IT, biotechnology and the like. a better clue to its internal coordination and the management team’s ability to grow the IS IT THE COMBINATION business. These academics are building an THAT COUNTS? index on technology companies to monitor A small number of academics, and even two these activities. legally-trained professionals in Hong Kong, note that gross figures (the total numbers of Ron Yu patents owned by a company) offers an incom- Ron Yu teaches or taught intellectual property plete picture about whether management can law and Fintech at the Chinese University of effectively use IP rights to grow a company’s Hong Kong (where he also does research), the value. They note that focusing on a particular University of Hong Kong, and the Hong Kong innovation area can be far more successful University of Science and Technology.

IHC MAGAZINE VOL 1 ISSUE 3, 2021 PAGE 23 IN-HOUSE INSIGHTS In-house Insights with Nick Tomlinson of Dentsu International

TELL US A BIT ABOUT YOUR BACKGROUND AND YOUR CURRENT ROLE AS GLOBAL DIRECTOR OF ETHICS AND COMPLIANCE, AND GENERAL COUNSEL, ASIA PACIFIC, AT DENTSU INTERNATIONAL I began my legal career in the litigation department of New Zealand law firm Bell Gully, working primarily on competition matters and market access regulatory issues, particularly in the pharmaceuticals, telecoms and energy markets. I progressed into an in-house role at the company that is now Vodafone NZ, which was then a client of Bell Gully. I left New Zealand in 1997, spent some time in Canada, then relocated to Hong Kong in 1998. I joined Hong Kong Telecom and was with that group under various ownership for 10 years.

In 2008, I took some time out to entertain an alternative career in the restaurant business and trained at Le Cordon Bleu in Nick Tomlinson Paris. Following the global financial crisis in is the Global Director of Ethics and Compliance and General 2008, I joined Aegis Group plc in 2009 and Counsel, Asia Pacific for Dentsu International, one of the I’ve been here ever since. In 2013, Dentsu world’s largest marketing and advertising groups. Nick is a New Zealander who started his legal career at Bell Gully, acquired Aegis Group plc and formed Dentsu New Zealand’s largest law firm. In total, Nick has been International, one of the largest advertising working in Asia for more than 20 years. groups in the world.

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Q: HOW BIG IS YOUR TEAM AND HOW Q: WHAT ARE THE BIGGEST IS IT STRUCTURED? CHALLENGES FACING IN-HOUSE As the general counsel for Asia Pacific LAWYERS TODAY? (excluding Japan), I run a team of more than The biggest challenges come from two 40 lawyers, data and compliance profes- opposing forces: expanding levels of business sionals. This team is managed through senior risk – including legal, regulatory, corporate lawyers who directly report to me. The remit is and, increasingly, consumer perception risk – primarily focused on five main areas: mergers competing with resource demands for legal & acquisitions, commercial client & supplier services that are better, faster, more in tune work, data & privacy, compliance and manage- with the business and cheaper. Satisfying ment of the legal and compliance team. these contradictory forces requires rethinking what a legal and compliance function should In March 2021, in addition to the Asia Pacific and should not do. No longer can legal teams role, I took on the challenge of leading the global solely focus on contracts and corporate Ethics and Compliance function of Dentsu governance, they must also understand the International including the other two regions, challenges facing their businesses and help EMEA (Europe, the Middle East and Africa) and deliver sustainable growth. Equally, business the Americas for ethics and compliance matters. teams must be educated away from compart- mentalising legal and compliance into the contracts and governance department, and become active partners in managing overall business risk. Striking an appropriate balance is the art of building a great in-house team that is appreciated by the business and motivating for its legal and compliance professionals.

Q: DID YOU HAVE A MENTOR EARLY IN YOUR CAREER? IS MENTORSHIP IMPORTANT? I was lucky enough to have strong mentors throughout my career. Early on, my mentor and supervising partner at Bell Gully instilled in me a passion for precision and excellence in legal writing and decision-making in areas of law that were novel and untested at the time. I also had the privilege of working with strong mentors both in legal and non-legal leadership roles who taught me how companies operate (both the good and the bad), how to maximise opportunities for growth and minimise or mitigate business and legal risk. Some of the most important lessons were in how to approach managing the legal function of a company – how to be respectful to the needs of the business but at the same

IHC MAGAZINE VOL 1 ISSUE 3, 2021 PAGE 25 CONTINUED IN-HOUSE INSIGHTS time courageous enough to make a real differ- Q: WHAT DO YOU MOST LOOK ence to the risk profile. Mentorship is crucial FOR IN A LAW FIRM WHEN throughout a career and I commend my senior OUTSOURCING WORK? colleagues, if they are not already doing so, to First, the expertise and excellence I look search for opportunities to become a mentor. for must be additive to the expertise of our own team. Second, the partners and teams Q: WHAT ARE THE BIGGEST with whom we work must be responsive CHALLENGES SPECIFIC TO and engaged – egos should be checked at the YOUR INDUSTRY? door. The whole arena of alternative legal The advertising industry has been profoundly provision is an exciting trend. Combining re-shaped by mobile and online technologies, lower cost services, better charging structures social media and other aspects of the Big Tech and the smart use of technology is highly revolution. Concentration of supplier power compelling. I’m interested in changes and has never been more acute. Decreasing trust trends across the board — from innovating between consumers and technology presents traditional law firms and new alternative challenges for data governance, compliance legal providers to technology-based solu- and sustainability. Conversely, many brands tions. I’m also encouraged by the move away have never had stronger relationships with from traditional hourly billing towards tasked- their consumers due to technology’s power to based billing. Firms adopting a mixture of match people with their interests. Harnessing alternative legal service provision, technology and managing that power requires unprec- and insight are the most interesting. edented understanding of insights from data. Accordingly, while many of advertising's Q: OTHER THAN LAW FIRMS, WHAT important roles, such as creative directors, OTHER SERVICES AND TOOLS HELP would be familiar to those in the Mad Men YOUR LEGAL DEPARTMENT THE MOST? era, the many new roles require as much We are presently evaluating legal manage- science as art. ment tools and platforms, and in my compliance role we are considering solutions to help Q: HOW IS TECHNOLOGY CHANGING us with incident management, data capture THE WAY YOU WORK? and insight generation. Generally in daily It’s somewhat of a cliché to mention the swing workflows, my colleagues and I capture as to remote working we all experienced through much as we can through platforms and tech- the Covid-19 pandemic. Fortunately, Dentsu nology solutions, and push away from emails, International had already invested in desktop docs and spreadsheets. video and security technologies, so working from home was virtually seamless. In APAC we are also working with a technology partner, ThoughtRiver, to help us triage third- However, this revolution in work has taken a party contracts based on our playbooks by toll. It is easy to look up from the laptop and using AI and machine learning. This has been realise a 14-hour day flew by. The number one especially helpful when working with English management challenge for the first part of this language contracts in many markets where decade will be re-aligning work that remains English is not the first language. as productive as we’ve become accustomed to expect, without burning people out.

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expertise capable of advising strategically and being highly tuned to business risk.

The challenge for the profession is in development and training for legal and compliance professionals while facing pressure to optimise for delivery. Equally, professionals must be given time and space to acquire the right knowledge and experience to manage sophisticated risks and provide the strategic advice companies need.

Q: WHAT ADVICE WOULD YOU GIVE TO YOUNG LAWYERS STARTING OUT IN THEIR CAREERS TODAY? All young lawyers should first learn their craft. Finding a good mentor early in your career is vital. Precision in legal writing and thought should be a priority at the outset. I would be less focused on climbing the Q: WHAT ASPECTS OF YOUR IN-HOUSE ladder too soon. Having the right foundation ROLE DO YOU MOST ENJOY? pays dividends over your career. Making a tangible difference is most rewarding. It is very satisfying when major proj- The second piece of advice is that courage ects are delivered, whether they are acquisitions, and integrity are everything for in-house new business development, population-wide lawyers. These can be hard qualities to main- training, influencing the Board to adopt risk tain in the face of business pressures but are mitigation strategies, or other aspects. absolutely key. Many companies have foun- dered when company officers lack the strength Developing my team is vital to success and I to avoid or mitigate predictable risks due to take a lot of pride in how many of the lawyers expedience or a focus on short term returns. and compliance professionals in my team have grown into seasoned leaders in their own right. Q: WHAT IS YOUR HINTERLAND (WHAT DO YOU MOST LIKE TO DO AWAY Q: WHAT CHANGES DO YOU FORESEE FROM WORK)? IN HOW LEGAL SERVICES WILL BE Away from work, I am an enthusiastic but medi- PROVIDED IN THE COMING FEW YEARS? ocre cyclist and triathlete. I enjoy travelling and I think legal services provision will likely bifur- setting myself personal challenges, including cate into managing throughput of similar legal Ironman 70.3 races in Indonesia, Vietnam and and compliance outputs (such as contracts, China, climbing Wuling in Taiwan and Mont regulatory documents, compliance assess- Ventoux in France by bike (pictured) and partici- ments etc.) and sophisticated and strategic pating in the largest cycling sportive in the world, legal advice to foster business growth and L’Etape du Tour in the Alps in France. My other risk management. The first area will require interests are in cooking and wine and spending teams, tools and technologies optimised for time with my family. Making hot cross buns with sustainable delivery. The second will require our girls was a real pandemic treat!

IHC MAGAZINE VOL 1 ISSUE 3, 2021 28 The time for innovation in the 46 Solutions Templating: A new legal sector … was yesterday priority for in-house legal teams 38 An Atrium, Legal-Tech, 50 Thinking beyond the pandemic In-House Mash Up with Karishma Nair of Pinsent Mason’s Vario 41 Is There A Hole In Your Bucket? 53 Pre-IPO Firms and Board 43 Leveraging technology and Portals: Meeting the Challenge innovation for in-house legal of Governance Excellence departments 54 How In-House Counsel Can Encourage Innovation to Manage Complex Investigations FEATURE STORY PAGE 28 The time for innovation in the legal sector … was yesterday

BY NATHAN SMITH

or the last decade, the phrase “digital According to the Altman Weil 2020 Law Firms disruption” has loomed like a spectre in Transition survey, 62% of law firms now over many industries, but the legal include innovation initiatives in their strategic world seemed to mostly escape tech- plan while 60% have created special projects Fnical innovation. to test ideas.

It’s not as though lawyers are still using paper notepads and quill pens. They have deployed the Microsoft software suite and other IT soft- According to the Altman Weil 2020 ware just like every other sector. But aside from Law Firms in Transition survey, 62% a handful of intriguing apps, the sector hasn’t of law firms now include innovation really experienced the “digital disruption” that initiatives in their strategic plan while sowed chaos through the rest of the economy. 60% have created special projects to test ideas. Lawyers are quietly happy about dodging the disruption. After all, no one enjoys being made redundant, especially by a machine. But there’s always some satisfaction On the other hand, 18% of firms had partnered in deploying a digital tool that makes the with a technology company to build new workday faster and boosts productivity. digital solutions and only 18% had appointed an Innovation Director or assigned a specific The sector can hide, but changes are person to the task of encouraging new ideas. coming. Imminent technological advances will bring benefits to clients in the form of lower So, while the clouds of “digital disruption” prices and greater ease of use of legal services, gather, these statistics suggest many legal firms along with increased access to justice. But they are only rolling out the whiteboard to rethink may also herald tough times for firms as they their internal processes, rather than encouraging square up to the challenge.

IHC MAGAZINE VOL 1 ISSUE 3, 2021 PAGE 29 FEATURE STORY a real innovation culture. There’s nothing “digital” are “innovating by press release” and those about hiring a new secretary for the latest partner. which have a clear strategy, are implementing that strategy and actively backing it up with The Altman Weil survey also showed that structural investment and resourcing. while many managing partners agree in theory on the need to improve practice efficiencies, “The year-on-year development progress for only 22% of firms have followed through with this latter group is evident. My in-market changing their processes. conversations suggest this divide remains, though more firms are moving to a strategic In other words, even the whiteboard was a bit approach,” Swan said. of a distraction. Arcadis Asia general counsel Carl Watson said CLEAR DIVIDE instilling a culture of innovation will be crucial Why is there a disconnect between theory after the Covid-19 pandemic. The agility of the and practice in legal innovation? The answer post-pandemic workplace means that inno- is partly cost since in-house legal teams vating how lawyers work, where they work and are often seen as revenue negative by their who they work for will make it necessary for company. But an important barrier may be legal professionals to embrace innovation. those legal processes themselves. DNV head of group legal for the Middle East Consultant with RegulAItion, Clinton Swan and Asia Pacific Sigrid Wettwer under- said there is a clear divide between firms that stands the reticence of law firms to disrupt

LEGALTECH Q&A in-house or otherwise. No legaltech provider can solve them all. Every end-user must evaluate the gap coverage proposed by IHC: WHAT QUESTIONS SHOULD A providers and see if the product fits within LEGAL TEAM ASK A PROVIDER OF a financial budget. One important diligence LEGALTECH? question is to ask about the business sustain- DNV head of group legal for the ability of providers. The provider needs to Middle East and Asia Pacific Sigrid handle important client data, so we do not Wettwer: The most important want to worry that it may not last beyond task, which needs to be completed one audit cycle. before reaching out to possible providers, is to identify the job to be done by the tech- Fnatic general counsel Andrew nology. Only when you are clear about this Cooke: The first question we can you compare the options and ask the right always ask is: what problem do you questions. Apart from this, it is important that want to solve? This eliminates a lot the tool works in all regions with an accept- of vendors, either because they can’t answer able speed and that the firm’s high standards the question or because they’re solving a for data security are met. problem we don’t have. Pricing comes next: solutions that are priced per user often UMP Healthcare general counsel cause us problems, because our goal is to Adam Au: Lawyers struggle make everyone in the company capable of to handle multiple pain points, completing legal tasks.

VOL 1 ISSUE 3, 2021 IHC MAGAZINE FEATURE STORY PAGE 30 themselves. Law firms are cautious organisations that don’t like to court unnecessary risk. SHOULD LAWYERS LEARN TO CODE? But even if they wanted to disrupt themselves, Depending on the context, suggesting she said in-house lawyers still face push-back someone “learn to code” could be an from management teams that often see new insult or advice. Coding also has the ideas as a kind of failure. connotations of manual labour, which for white-collar lawyers is often what they tried to avoid by choosing to go Wettwer said innovation always involves risk to law school. and potential failure and the appetite for But UMP Healthcare general counsel those ingredients in a culture of conservative Adam Au sees nothing wrong with lawyers excellence among law firms can be extremely learning to code. low. It takes a brave CEO and the empower- “Lawyers cannot work in ment of the whole team to break free of that. silos. New legal entrants must find ways to funnel their natural interest in “A better mindset is to think of these changes technology and innovation to push the industry forward. The upcoming gener- as opportunities to learn. For the sake of ation of lawyers must leverage more speed, we should aim a little less at making technology than that of their predeces- innovation perfect straight away and allow sors,” Au said. ourselves to adjust in accordance with the Fnatic general counsel Andrew Cooke learnings we collect along the way. said if a lawyer wants to learn how to code, he wouldn’t stop them. But it’s a bit “We should not be afraid to question the like fixing a car. status quo. Open, cross-functional discussions “We’re beyond the stage of getting will not only foster mutual understanding, but out our socket sets and taking the engine to bits. My car tells me when it lead to robust results,” Wettwer said. wants to be serviced, and I pay for the service using an app. CURIOUS AMBIVALENCE “Similarly, we’re seeing no-code legal UMP Healthcare general counsel Adam Au tools roll out across the full range of tech said working with external and internal products. For example, I can rebuild pages counsel he has noticed many lawyers with a on our firm’s website without knowing curious ambivalence toward innovation. a single line of code. And our computer robots are built by pointing and clicking “They tout their firm’s ‘cutting-edge tech- within a browser window. nology’ but do not provide the support to “So, although our understanding of demonstrate its deployment. I care deeply how technology products are built may be diminishing, the ability of the average if our external counsel understands our lawyer to use and enjoy their power is business and the challenges we face from a going up,” Cooke said. technology perspective,” he said.

Au added that an entire cohort of competi- “The billable hours model, for instance, is tors – ranging from clients, entrepreneurs in crucial need of an overhaul. Despite its and technologists – is preparing to disrupt the perceived efficacy in translating casework legal sector’s outdated business model, even if into billable price points, the billable hours they haven’t quite cracked the riddles yet. method is outdated.”

IHC MAGAZINE VOL 1 ISSUE 3, 2021 PAGE 31 FEATURE STORY

Law Firms in Transition 2020: An Altman Weil Flash Survey

81% of law firms see technology replacing human resources as a permanent trend

In his experience, removing billable hours sector, traditional firms can expect to rank low tends to increase innovation, not stymie on interest. The firms and other legal enter- it. And being efficient while maintaining prises that adopt innovation will outpace their quality is a legitimate form of innovation. competition in attracting attention,” Au said.

“If billable hours – along with other dated Another pleasant fiction, he added, is the processes – maintain prominence in the idea that bespoke client solutions cannot be

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HIGHLIGHTS OF ALTMAN WEIL 2020 LAW FIRMS IN TRANSITION SURVEY • Profitability tactics: The three best techniques to improve law firm profitability, all rated as effective by 80% of firms, are cutting underperforming lawyers, moving to smaller office space and reducing staff. • Discounted fees: A median of 21% to 30% of firms’ legal fees come from discounted hourly rates, and 31% to 40% of fees in firms with 250 or more lawyers, according to the survey. • Overcapacity: Even before Covid-19, equity partners don’t have enough work in 31% of firms, non-equity partners were not busy enough in half of all firms and say overcapacity is biting into their profits. • Early stage of business model change: Most firms judge their progress on pricing, staffing and efficiency strategies as either non-existent or ad hoc at best. • Professional non-lawyer staff:Firms are investing in professional staff to manage operations. More than 20% of firms have full-time people working in finance, human resources, marketing, IT and business development. replicated by computers. To the contrary, middle of the pandemic. Although he took modern technology has largely “debunked the the lead at the beginning, after a few quick myth that all work performed by lawyers is successes the team was inspired to offer more bespoke,” Au said. ideas. Today, their monthly process update is the most popular agenda item for the team’s “The exceptionalism enjoyed by lawyers is regular meeting. now being replaced by an interdisciplinary approach to problem solving. As such, lawyers “The in-house legal team’s strategic advice and must prove their value. If a company can practical solutions have become indispensable hire non-lawyers to perform legal tasks, then because, while its budget and the head- why would it hire someone who is a bit of a count may not increase, the risks certainly one-trick pony?” Au asked. do,” Osaka said.

FedEx Express managing director legal Shogo WAVES OF CHANGE Osaka said legal innovation has so far been Yet the obvious benefits of adopting about crafting an innovative solution for force-multiplier technologies – like artificial clients, not a disruptive mindset. intelligence or data analysis tools – isn't immediately obvious. “We need to change our mindset to the new way of innovation, to transform our UMP Healthcare’s Adam Au said the genera- in-house legal service to become more. Such tional divide is a major factor. Decision makers innovation can be achieved just by stream- in many companies are products of earlier lining processes, or revisions of policies generations, reared in a pre-tech era and with and procedures.” little faith in embracing changes.

And the team can be encouraged to come “In a traditional corporate setting, the along for the ride. For example, Osaka’s legal in-house legal department is seen as a cost team reworked its processes last year in the centre. All companies are concerned about their

IHC MAGAZINE VOL 1 ISSUE 3, 2021 PAGE 33 FEATURE STORY

Law Firms in Transition 2020: An Altman Weil Flash Survey

Law firms are setting up strategic initiatives for innovation, but will these translate to tech? bottom line especially after the pandemic. That “While the aim is to improve performance in often leaves legal departments adopting tech- the long run, colleagues must build new habits nology à la carte rather than as part of a strategy. in the short term. For this reason, technology that is intuitive to use with a low barrier to “Yet, we do witness new waves of entry should be prioritised. A short-term changes. Getting management buy-in used to loss of efficiency is necessary during the be slow work but has been accelerated by the implementation phase to achieve long term pandemic. Many companies realise the status gains,” she said. quo is a no-go if it means leaving technology on the sideline,” Au said. Since even the best technology still requires input from humans, a bizarre reaction can DNV’s Sigrid Wettwer said the genera- arise when trying to introduce technology: if tional divide is important to keep in mind people feel their job or status is threatened by because legal technology will inevitably new technology, they will not be keen to use it, require people to change their routines and or worse, work to sabotage it. habits. And there’s nothing people hate more than change, especially after decades in “This is why it is important to identify the the profession. stakeholders, communicate with them and

VOL 1 ISSUE 3, 2021 IHC MAGAZINE FEATURE STORY PAGE 34

LEGALTECH Q&A FedEx Express managing director legal Shogo Osaka: Recently, we started working with Hong Kong IHC: WHAT HAVE YOU LEARNED University Faculty of Law’s Law, FROM WORKING WITH LEGALTECH Innovation, Technology and Entrepreneurship THAT YOU CAN SHARE WITH Lab (or LITE Lab) to co-design with the YOUR PEERS? student a prototype of internal legal request Sigrid Wettwer: Our experience is triage automation. It showed me that making that a well-chosen solution will pay the first step (even if it is small) may offer off not only by increasing efficiency, great opportunities. but also by improving your daily Another lesson was that we need a plan for work experience. In addition to that, look new technology adoption as well as its future for the low hanging fruits! The Microsoft maintenance since the organisation changes Office suite, for example, is a powerful tool and revisions to the internal policies and with plenty of features unknown to many procedures would impact how to use such users. Not all in-house legal challenges new technology. In that sense the in-house are specific to the profession and can be legal team should also learn about the new optimised with IT solutions already available technology for maintenance purposes. at our fingertips. Apart from Outlook, Excel and TEAMS, MS Milestone or OneNote are Andrew Cooke: Until this year, I only a few examples that can help boost your would have described e-signature productivity and free up head space for more as the only truly transformative important and interesting tasks. legaltech product. However, the rise of "no code" products is making powerful Adam Au: While I have not used and complex technologies available to any legal technology, lawyers often teams. I'm also excited about what bots can operate in a black box. We rely on do for our workflow. I went into our legaltech what we used to know. Our knowl- search with an open mind. I spoke with more edge reflects the depth of experience we or than 25 vendors before finalising our current our firms have accumulated. But we all have tech stack. I love where we ended up with finite memories and no firm can claim to know two great products, Josef and Tabled, that it all. Many insightful data is either disordered add value and were developed by teams or unavailable for analysis. Any legaltech firm sharing our passion for making legal teams that can gather that transaction data, organise great. But I must say that most of the conver- it methodically and run a regression model sations I had were a total waste of time. ready for analysis will get ahead.

demonstrate the need for change and the “This can be a time-consuming process, given threats that may arrive without it. A certain the poor state of most data, leaving many legal degree of change management is necessary teams at a loss and often incorrectly blaming to overcome resistance and get all players on the technology. Legal technology with bad board,” Wettwer said. processes is simply throwing money away with little business value or benefit,” she said. D2 Legal Technology legal-change consultant Christy CL Ng added that firms must have the DOING MORE WITH LESS? right data governance in place before imple- "The human/machine partnership is menting a technology product. already a reality and the connection will get tighter. The future will no doubt also require

IHC MAGAZINE VOL 1 ISSUE 3, 2021 PAGE 35 FEATURE STORY

LEGALTECH Q&A analysis of data to better organise work and monitor activity to better use our resources.

IHC: WHAT ARE SOME OF THE GAME- We have also introduced a tool to support CHANGING LEGAL TECH SOLUTIONS corporate governance: Computershare’s AVAILABLE RIGHT NOW? “GEMS” (Global Entity Management RegulAItion consultant Clinton System). This allows us to store, update and Swan: Data and collaboration are access information about all DNV Group the emergent macro trends. These Companies in a centralised and systematic are only just starting to be looked manner. We now just have to access this at in a combined sense. In terms of the tool to find the latest information regarding current market, a lot of focus remains on individual legal entities of the DNV Group of point solutions and segmented workflow Companies. It might sound a bit trivial, but support. I’m also seeing a trend around this tool is a large time saver since colleagues inter-developer partnership activity do not have to search or ask for information addressing workflows – both formal and they need for their projects. informal: collaboration, co-marketing, Finally, we have introduced a chat integration, OEM licencing and interop- bot so customers can post their legal erability. On the legal buy-side, a more questions. The bot is unable to respond holistic tech stack awareness and strategy is to complex legal issues, but it takes on evolving. All of these things are net positive smaller requests like where to find certain for the market. templates or insurance certificates, along However, the next phase of game- with some FAQs. changing legaltech will come from the poten- D2 Legal Technology legal- tial inherent in data and collaboration. Within change consultant Christy CL legal, there is a relatively small number of Ng: A lot of great vendor technol- commentators and industry leaders actively ogies are being spearheaded by exploring this area, but it is starting to move market-players. The diverse perspectives and onto the general awareness radar. For devel- techniques benefit the legal marketplace as opers and data-holders alike, the ability to market-participants have more products and collaborate with data will open new business bespoke solutions to choose from. On the models and value creation. other hand, all these different offerings Sigrid Wettwer: DNV Group means that there will be an inevitable stream- Legal is using IManage Work as lining that will take place. our global case management I am more interested in the macro perspec- system. It interacts well with tive of legaltech, big legal data analytics Microsoft Office and can be linked to the and the value that can be unlocked using Outlook filing system. You can create structured legal data after training artificial statistics out of the data and visualise it in intelligence (AI). I am still interested in the Power BI. It has improved filing of cases and implementation of the small vendor solutions but the macro is important to get right.

lawyers to become managers of the robo- to integrate technology with traditional lawyer technologies," Ng also asserts. legal practice is becoming stronger each day,” Ng said. “Technology is increasingly being recognised as a tool to enhance business outcomes, She said being a lawyer is no longer only rather than replacing lawyers. The impetus about coming up with the correct legal

VOL 1 ISSUE 3, 2021 IHC MAGAZINE FEATURE STORY PAGE 36

LEGALTECH Q&A execute on high value projects goes up – so my value to the business goals up as well.

IHC: WHAT QUESTIONS DO YOU Adam Au: Prevailing market GET FROM THE C-SUITE WHEN conditions such as automation and JUSTIFYING A LEGALTECH BUDGET? globalisation demand technology Sigrid Wettwer: You need to in the workplace. As a result, if demonstrate that the money and a company wishes to avoid an impending time invested in a new tool will revenue drought, dated pivotal operations result in efficiency gains without will need an overhaul. affecting quality. An additional aspect They ask me to justify the investment. I will is that a legal tech solution will remove explain that the previous work style lacks some of the less appealing tasks from consideration of modern resources at our employees. Improving the individual work disposal, which can easily increase output experience and the employer’s branding is and efficacy. For example, diligent case an important argument to make to move preparation involves time-consuming legal towards tech-facilitated working. research, but with advancing tools such as Andrew Cooke: We position tech artificial intelligence and machine learning, spend as an alternative to a head- preparation becomes much more efficient count increase because our goal is and error-free. A greater level of productivity to make everyone in the business and precision can be achieved in half the a lawyer. If I can use tools which allow time. Investing in technology means we can everyone to make contracts, my capacity to work smarter and can reduce costs.

position. Rather, future lawyers must opti- processes – like a driver that lets a golfer hit mise business with better management of the ball 30 meters further with the same swing. contractual terms, delivery of legal analysis and solving problems by recognising “In this regard, I have a real problem with the the legal issues. phrase ‘do more with less’ – which is wrong on its face because you do less with less. It also “All of these are best done with tech- implies that seeking efficiency gains is nology. There is a real need for in-house somehow a burden. teams to work with legal data experts to develop standards for structuring data and “Our first challenge is always to make work- performance benchmarks,” Ng said. flow as efficient as possible before applying technology – rather than using it as a magic Fnatic general counsel Andrew Cooke said wand to turn a poor-quality workflow into sometimes the barrier to adopting legal tech- a good one. Every department in a business nology could be that people simply misunder- has an obligation to continually improve its stand how to use it. workflow,” Cooke said.

He said technology should be seen as a tool, a Lying over the top of the human barriers way to eliminate process or enhance existing sits the larger machine of government and

IHC MAGAZINE VOL 1 ISSUE 3, 2021 PAGE 37 FEATURE STORY international regulations about how data Ultimately, Arcadis Asia’s Carl Watson said can be used along with issues about data innovation must start in-house and it is privacy. Individual countries in the Asia crucial for all legal teams to look at what Pacific are also at varying stages of adopting processes or systems can be standardised, technology as well, said RegulAItion's automated or digitalised. Clinton Swan. “We need to liberate mental capacity up the “Regulatory regimes play a large part in value chain to tackle strategic and complex the wider legal technology uptake. Some legal tasks, leaving repetitive and non-value markets are still hesitant while others are adding tasks to be automated by machines actively pushing ahead. Singapore’s govern- where possible,” Watson said. ment-backed programmes come to mind as an example of the latter. “In-house innovation should involve wisely leveraging the finite talent you already have, “Also, people will always want to see someone building up that talent and, where possible, else in the market use a technology first automating everything to drive efficiency.” before they jump in,” Swan said.

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VOL 1 ISSUE 3, 2021 IHC MAGAZINE LEGAL-TECH PAGE 38 An Atrium, Legal-Tech, In-House Mash Up

he global legal technology industry finally appears to be entering the maturation stage of indus- Ttrial development. Entrepreneurs are learning that legal services aren’t the low hanging fruit they first viewed them to be and that disruption of legal services requires more thoughtfulness, than simply blue-sky sessions with friends about the next killer app. Gone (thankfully!) are the days of throwing any sort of technology ideas at legal to “see what sticks.” The spectacular failure of US-based legal services provider Atrium serves not only was a fitting end point to legal technology’s wild adolescence, but it was also an inflection point toward a better, more helpful and sustainable industrial future.

In 2017, Justin Kan, best known for making an Mitch Kowalski obscene amount of money by creating Twitch, Mitch Kowalski is a globally-recognised thought leader a technology that allows people to watch on the changing legal services ecosystem and the author of two critically acclaimed books in this area. Mitch was other people play video games, announced admitted in 1991 and spent 10 years as an Associate and the creation of Atrium, and promptly raised Partner at Baker & McKenzie (Toronto) and five years of in- US$10.5 million in seed funding. Justin later house experience at Aoyuan International (Canada), City of admitted this funding request was based on Toronto and at Toronto Community Housing Corporation. a short and shallow power point presentation. In effect, he was banking on his reputation to get funding, not a thoughtful and robust presentation. The buzz in Silicon Valley and among many in the global legal technology/

IHC MAGAZINE VOL 1 ISSUE 3, 2021 PAGE 39 LEGAL-TECH innovation community at the time was that if wannabes are culled, leaving only serious prod- anyone can disrupt legal, it was Kan. ucts and serious companies. Culling is important because with over 2000 legal technology Expectations hit a fever pitch in Autumn of companies all vying for the attention of the same 2018 when Atrium raised the absurd sum of buyers, the marketplace has become noisy and US$65m in Series A funding from venture filled with an incredible amount of duplication. capital firm, Andreessen Horowitz. Atrium was awash with money and one could hear Silicon Valley “bros” chest bumping from all parts of the globe. After all, no new law firm on Don’t be fooled by the hype. The the planet had ever been given that amount of ability of technology clusters like money to re-invent legal service delivery. Silicon Valley or Cyberport to transform legal services on their own But eighteen short months later, Atrium would is illusory. come to a crashing halt, putting over 100 people out of work despite still having unused funds at its disposal (funds that were given back to investors). It seems that despite the hype, when But what does this all mean for in-house it came to weaving a delicate tapestry of people, lawyers searching for solutions to real prob- process and technology to create something that lems, and for legal technology entrepreneurs would actually make the world a better place, honestly seeking to solve those problems? Kan proved he was out of his depth. Simply throwing money and technology at legal services Here are some things to consider: would not create a disruptor. Mark Cohen, Brian Inkster and others have written in detail Don’t be fooled by the hype. The ability about Kan’s dalliance with legal services and of technology clusters like Silicon these pieces contain good lessons on how not to 1 Valley or Cyberport to transform legal disrupt legal services. services on their own is illusory. Atrium teaches that technology isn’t a magic At first, many people were upset that a well- balm for all legal services problems and that funded, golden opportunity to change the legal many of those who populate these clusters world had been given to precisely the wrong know little about the legal industry. Disruption person. But in hindsight, Atrium’s fiasco may of the legal industry requires a deep, thoughtful be a blessing in disguise as it should bring some consideration of all service delivery elements, much-needed sanity and rationality to the legal so it pays to do a deep dive into the founders, technology market. No longer will investors executive team and their strategy to determine pour buckets of money at unrefined business if the idea deserves your backing. You don’t ideas led by people without legal industry want to invest your money, time, documents experience. Investors will be more cautious and and systems in a company that closes down due require viable plans, They will be less likely to to poor leadership and planning. use fame and fortune in one industry as a proxy for success in legal services. All the venture capital funding in the world cannot make up for a Atrium’s debacle should mark the start of a 2 lack of purpose and passion. Being process where pretenders, dilettantes and rich and famous is not the same as

VOL 1 ISSUE 3, 2021 IHC MAGAZINE ATRIUM PAGE 40 being purposeful and passionate. Simon we had not identified with precision how the Sinek tells the story of how the under- client worked and what it needed, the client funded, but passionate and purpose-driven, would have been easily swayed to buy the first Wright brothers succeeded in making the shiny product presented to it. Because of our first manned flight, while the extremely initial hard work, we were able to quickly cut well-funded Samuel Langley was unable to through the noise and reduce the number do so. Langley, Sinek says, was motivated of possible products to three – then had to create manned flight because of the in-depth, thoughtful discussions about what fame and fortune the discovery would give suited the client’s needs. In the end, the client him. The Wright brothers however were selected a product that was less flashy than its motivated by the problem they were trying competitors, but which did exactly what the solve; they believed flight would change client needed – and nothing more. the world. Any fame or riches they received would be a byproduct of that success, not the One of Atrium’s many mistakes was purpose of that success. to build its own technology when 6 suitable options already existed. As an Technology clusters exaggerate both inhouse lawyer, your first point of their heroes and their own impor- inquiry should always be with your own 3 tance. As a result, dedicated legal IT department. Legal technology is nothing technology entrepreneurs should more than technology that happens to be have no FOMO (fear of missing out) by used by legal services; for instance, many building outside of technology clusters. As a don’t consider Microsoft’s suite of products buyer, don’t be put off when a company is to be legal technology, but it is widely used outside the traditional tech bubble or lacks in legal. In the same vein, what is the rest of a rockstar founder – in fact, seek out these your company using that can be repurposed start-ups since they will be driven by passion, to assist legal? What is already out there in a rather than by someone seeking a quick return different industry that might be a solution? on investment. Making money in legal tech- What are the company IT parameters for inte- nology is a slow process, so find those who grating new technology? Legal services should treat business as a marathon, not a sprint. never be seen as a technology island, and any new provider needs to understand this. As an entrepreneur, aim to fully understand every element of the problem In a nutshell, whatever legal technology 4 you’re trying to solve. What are the venture you’re embarking upon as an real pain points? What didn’t work in entrepreneur, investor or employee, do the past? What almost worked? Why thorough research, be thoughtful, be hungry, didn’t those things work? To do otherwise is be purposeful and be passionate. If you’re lazy and courting failure. buying legal technology, invest lots of time to become savvy about products in the As a buyer of legal technology, do your marketplace and think deeply about your real internal homework to determine your needs — and don’t get stuck on the “legal” 5 real pain points. You will need that prefix, all that matters is that the technology information to cut through a noisy solves your problem. marketplace. I recently ran a technology procurement process for a client where, if

IHC MAGAZINE VOL 1 ISSUE 3, 2021 PAGE 41 CONTRACT MANAGEMENT Is There A Hole In Your Bucket?

BY BABAR HAYAT

oor contract management means you might be losing up to 9% of your annual revenue. Konexo head of technology and transformation Babar Hayat explains how to plug the leaks.

PThe surveys make grim reading across the legal and finance sectors. The World Commerce and Contracting suggests that, on average, companies are losing 9% of their annual revenue as a result of poor contract management. ThoughtRiver, one of our technology partners, has found that 69% of the senior lawyers and general counsel (GCs) surveyed don’t have good visibility of their major contractual obligations.

“Revenue leakage is a challenge that a lot of organisations face,” explained Hayat. “They have contracts in place with customers and suppliers, but they don’t necessarily come to realise the value of that contract.”

Poor contract management processes such as expired contracts, missed deadlines, unimplemented amendments, unenforced price increases or forgotten renewal fees are some of the reasons an organisation may miss the opportunity to maximise the value of its contracts.

HOW BIG IS THE HOLE? With the economy set to be hit further by the fallout of the global Covid-19 pandemic, plus more localised issues specific to the different countries across Asia, not wasting potential income is more important than ever.

VOL 1 ISSUE 3, 2021 IHC MAGAZINE CONTRACT MANAGEMENT PAGE 42

“Things will undoubtedly be tougher in the cost-effective way. By liaising directly with wake of the pandemic and it’s not just a legal the relevant contractual counterparty on problem,” said Hayat. “If you’re a chief finan- your behalf, revenue leakage can be plugged cial officer or GC of a business with hundreds without monopolising valuable in-house legal, or thousands of contracts, and you don’t procurement or finance time. realise the maximum from them, that is a big problem. Effective contract management can “There’s a longer-term picture here as pivot the in-house function from being a cost well. Doing this as a one-off exercise is fine line to a revenue generator. and it will clearly deliver benefit. But it’s important to think about how you manage “It’s a big challenge, though. With large your contracts on an ongoing basis. We can numbers of contracts, how do you easily iden- help you by optimising your contract manage- tify those leakage issues? How do you make ment processes, using technology to sure you’re meeting your contractual obliga- track contractual obligations quickly and tions? Are you passing on annual inflationary efficiently. We can also embed automatic price increases? There are lots of things to reminders to help manage the process consider that can represent significant value because, a year down the line, you don’t want for organisations.” to be back in the same position.”

FIXING THE LEAKS “Our starting point is always trying to understand the scale of the problem,” said Hayat.

“Stage one is to take a sample selection of Babar Hayat contracts and look for key criteria, such as [email protected] expiry dates or service level agreements (SLAs) Babar is the Head of Product, Tech Innovation or minimum spend commitments. We use & Transformation at Konexo. He is responsible artificial intelligence tools which can quickly for technology management and driving identify the key data points. We then innovation to support the strategic growth ambitions of the business; across the reconcile them within the organisation’s functions and practice areas. financial system. This allows us to find the contracts and evaluate the scale and benefit of Konexo is a provider of legal and compliance resolving the issue. services, developed by Eversheds Sutherland, (www.konexoglobal.com). It established a delivery centre in Asia in 2019 and operates “Stage two is resolving the issues iden- globally through different entities. Konexo is tified. We can support the recovery on present in the UK, US, Hong Kong, Singapore high value/risk contracts in a timely and and Malaysia.

IHC MAGAZINE VOL 1 ISSUE 3, 2021 PAGE 43 INNOVATION Leveraging technology and innovation for in-house legal departments

oin Gillen (APAC General Counsel for documentation, but every element of the BNP Paribas) speaks to Stephanie transaction from start to end. Some of our Szeto (head of Peerpoint) about document automation initiatives have been in the challenges and opportunities that context, but our in-house legal function Eof embracing technological transformation is also large enough to justify investment in within the BNP Paribas in-house legal team. technological solutions that are tailor-made to meet our needs. We’ve invested significantly in STEPHANIE: COULD YOU TELL US document automation tools for standardised A BIT ABOUT HOW BNP PARIBAS contracts and have been are upskilling certain HAS SUCCESSFULLY LEVERAGED staff with basic coding skills to get the most TECHNOLOGY IN YOUR LEGAL TEAM’S out of those tools. INNOVATION? Eoin: With the technological transformation We’ve also built a proprietary legal risk reporting going on around us, legal departments simply tool that is being used globally, allowing us to cannot afford to ignore the possibilities that monitor and track the development of new legal digital innovations bring. We’ve developed a risks. That creates a structured data set that number of things, some in partnership with can be analysed to anticipate risks and spot risk vendors and others internally. trends and patterns, so we can focus resources or beef up talent as we need to. As part of a large financial institution, and with banks themselves becoming more STEPHANIE: HOW HAVE YOU like large technology companies, when it DECIDED WHICH TOOLS TO DEVELOP comes to things like document automation INTERNALLY AND WHEN TO ENGAGE tools the legal department is part of a bigger EXTERNAL VENDORS? product and process chain. BNP Paribas is Eoin: A lot of those decisions are taken not just looking at the production of legal centrally. First, establishing what we need

VOL 1 ISSUE 3, 2021 IHC MAGAZINE INNOVATION PAGE 44 and then comparing what is available elsewhere is not time well spent. It is better in the market to what we are capable of for everyone if lawyers spend their time on building. For example, we presently use an high-value, interesting work. external platform to manage our outside legal spend management. This solution uses AI and Interestingly, I’ve noticed that once you machine learning and provides us with data achieve this openness to change it becomes a analytics and true market intelligence. motivating force, increasing employee engagement and invigorating lawyers in how they In contrast, our document automation approach their work. This in turn promotes tools plug into broader systems across innovation, so you end up with a virtuous the business, so it makes sense for us to circle of organisational or structural change develop those internally, plus we have the and the introduction of new technologies capability to do so. If there’s a useful tool in begetting new ideas, which enables a positive the market that does something we need, we transformation of the legal function. will look at it. STEPHANIE: THAT’S CONSISTENT STEPHANIE: PEERPOINT HAS HAD THE WITH OUR EXPERIENCE AT A&O. PLEASURE OF WORKING WITH YOUR WE HAVE AN INTERNAL PLATFORM TEAM TO SUPPORT SOME OF THESE CALLED I2 THAT ALLOWS OUR LEGAL INNOVATION INITIATIVES. HOW PEOPLE TO SUGGEST BETTER WAYS HAVE YOU CREATED THE CULTURE OF OF DOING THINGS, WHICH OUR OPENNESS TO CHANGE THAT HAS PUT LEGAL TECHNOLOGY GROUP LOOKS YOU AT THE FOREFRONT OF LEGAL AT AND – WHERE APPROPRIATE – INNOVATION, PARTICULARLY IN APAC? TAKES FORWARD. THAT CREATES Eoin: To successfully implement the changes A CONTAGIOUS WAY OF THINKING, we’ve made, and continue to make, we’ve had ENCOURAGING PEOPLE TO THINK to create an environment where our team ABOUT HOW EFFICIENCIES CAN members are open to, and even embrace, IMPROVE HOW THEY PRACTICE AND change. It’s a journey we’ve been on for some DELIVER ADVICE EFFICIENTLY. time, and the pace has certainly accelerated in BUILDING ON THAT, WHAT NEW the past 12 months. SKILLSETS WILL BE PARTICULARLY VALUABLE FOR IN-HOUSE LAWYERS Changing mindsets takes time – you must GOING FORWARD? convince people it is in their interest to accept Eoin: More often, we are looking for our change. It can’t be a top-down instruction. It is lawyers to demonstrate adaptability, agility about getting people to believe in the evolu- and intellectual curiosity. Of course, technical tion and buy into the process. So, it’s about skills remain extremely important – such as communication and explanation, and trying to knowledge of the law of the jurisdiction in sell the positives because people are naturally which you practice and specialist knowledge suspicious and creatures of habit. of business lines, markets or legal practice areas. But those skills can often be learned on We’ve been emphasising that lawyers are the job and the idea that a lawyer can build an primarily employed because of their technical entire career in a single line of specialisation is legal skills, so time spent on administrative becoming outmoded. tasks that can be done more efficiently

IHC MAGAZINE VOL 1 ISSUE 3, 2021 PAGE 45 INNOVATION

To be successful, lawyers will certainly need The centre of gravity is shifting and, while to be comfortable with technology. We don’t there will always be a place for private prac- need all our lawyers to be proficient coders tice expertise, the role of in-house teams is but they need to be open to adopting and becoming increasingly important. Our roles leveraging the IT tools available to work are moving beyond the business-as-usual flow efficiently and integrate the delivery of legal of transactional documentation to encompass services into businesses that are becoming issues around risk anticipation, data privacy, ever more reliant on technology. franchise, reputation protection, plus a whole host of other topics that were not previously We are fortunate here at BNP Paribas in Asia considered our core responsibility. that we have a diverse and enthusiastic team with a bucketful of talent. They are asking to FIND OUT MORE be challenged and to do new things. That’s To discuss any of the issues raised in exactly what we need and what we look for this article, or to find out more about the when recruiting. interim resourcing solutions offered by Peerpoint, please contact Stephanie Szeto STEPHANIE: FINALLY, CAN YOU TELL [email protected] or visit US WHAT EXCITES YOU ABOUT THE www.peerpoint.com FUTURE FOR IN-HOUSE LEGAL TEAMS? Eoin: I’m not worried in-house legal teams are going to become irrelevant, quite the oppo- site. The world is becoming more complex and institutions need lawyers to help them navigate that complexity, creating a golden Eoin Gillen opportunity for lawyers to shape change, Eoin Gillen was appointed APAC General expand their remit and become more integral Counsel for BNP Paribas in December to the success of their institutions. 2020, having spent the last 13 years with the bank in London and Asia. He assumes responsibility for the legal function at BNP Paribas in the region as it continues on a path of technological transformation. Changing mindsets takes time – you must convince people it is in their Stephanie Szeto interest to accept change. It can’t be [email protected] a top-down instruction. It is about Stephanie Szeto is head of Peerpoint in Asia, Allen & Overy’s (A&O) global flexible getting people to believe in the resourcing business, which connects world- evolution and buy into the process. leading organisations to the highest quality So, it’s about communication and consultant lawyers in the market. Peerpoint explanation, and trying to sell the can bring both A&O’s first-class legal positives because people are naturally expertise and its market-leading alternative legal services to bear in response to client suspicious and creatures of habit. interim needs.

VOL 1 ISSUE 3, 2021 IHC MAGAZINE SOLUTIONS TEMPLATING PAGE 46 Solutions Templating: A new priority for in-house legal teams Removing the burden from legal teams, contract managers and administrators

BY MARK HILL

his may be an odd take on the topic of With advantages of course come challenges, innovation in a legal services context however, and that is where any contract but there is still an awful lot to be templating project must get the process done in the Middle East in the area of management right also. Just a few of the Tcontract templating for in-house use. The fit for advantages and challenges are: an in-house legal team looking to drive efficiency and innovation for its contracting activities Reduced Time to Draft Contracts – should be clear. However, there is a lot that still 1 by creating and centralising the storage can and need to be done. As legal departments of tailored contract templates, your expand technological capabilities, an emphasis contract documents become accessible to all of course remains on increasing efficiency members of the legal and contract manage- while providing value but often the volume of ment teams. Having an available template is work and contracting being handled by those however only part of the story. in-house legal teams can be a real challenge. Creating an Appropriate Set of Contract templating, the appropriate use of a 2 Standard Contracts (Contracting centralised library of pre-approved contract Activities) – most organisations will have language and contract formats, is an area I an extremely wide range of contract require- have worked in for many years and it can make ments. Not only in terms of contracting a real difference if implemented successfully activities, for example a contract for minor in a way that is tailored to the organisa- works versus contracts for the provision of tion. However, I remain surprised at how few advertising or event management services organisations within this region either have versus terms and conditions or privacy no or an inadequate system for the use of policy. for an online platform or app. All of automated and appropriate contract templates course very very different. across its full range of activities.

IHC MAGAZINE VOL 1 ISSUE 3, 2021 PAGE 47 SOLUTIONS TEMPLATING

Creating an Appropriate Set of Standard ment level, some key decisions must be taken 3 Contracts (Trading Activities) – however, before the templating work begins: then we must also look at the trading activities that exist within an organisation • What is the range of templates that will across its various divisions and business be prepared? This is key to determine streams, for example divisions for real estate, the project timeline, who will need to be development activities, F&B, retailing, event involved in the internal review process management and conferences, training, tech- and of course the budget and time nology products and solutions, manufacturing, resource allocation. and on and on. The list can be a lengthy • Is there any existing view that certain one. Which brings with it a major issue. Should contracting or trading activities and their an organisation attempt to genericise or tailor respective contracting approach carry all contracting to its range of activities (which higher levels of risk? will likely mean a much longer list of templates • Do any required internal or organisational to create)? To give an example, a minor works policies already exist or do any need to be project may be able to follow a particular created as part of the templating process? contracting model but that will not work in a • Is there a preferred organisational approach technology build or for the creation of a tempo- on key terms such as intellectual property, rary venue or stand build for an event data protection, law and jurisdiction, boiler or exhibition. plate provisions and others?

Key Decisions Before the Templating Increase Enforcement of Business 4 Project Begins – at a process manage- 5 Rules – a templating project is an opportunity to revisit preferred policies across

VOL 1 ISSUE 3, 2021 IHC MAGAZINE SOLUTIONS TEMPLATING PAGE 48 various key areas. However, any lack of or conditions. This adds an extra layer of deficiency in business rules is a chal- drafting and options. lenge. Without a standardised approach on certain key areas, team members will not be Improve Tracking of Deviations from able to identify business rules, keep track of 9 Approved Contract Language – from those rules and any changes, and follow those the perspective of being able to check on rules. Contract templating allows your organi- the end position on any agreed contract, being sation to overcome those challenges by able to track deviations from approved making sure that staff have access to the latest contract language is a must. By leveraging the versions of pre-approved templates and pre-defined information and contract manage- pre-approved language. The list of rules and ment approach, the organisation can effec- policies are key and an important process tively reduce the time to spot differences and step. Many organisations are developing rules management reporting becomes both for internal use and requiring supplier easier. A contract management solution that compliance e.g. health and safety, equal can compare a drafted contract against a opportunity and inclusion, modern slavery, previously executed contract or pre-approved sustainability, data protection and many template and determine differences between more. The starting point is determining which the two is a considerable support. policies are required. Storage Platform – many legal depart- Facilitate Faster Contract Revision – 10 ments still use self-built or basic systems 6 one of the key points of templating is to for their intranet, which stores files on have an appropriate range of organisation local servers and offer little to no collaboration and activity-specific contract templates so that functionality. Essentially, a series of static a bespoke or part bespoke contract drafting sites that store information but offer no approach is not required every time a dynamic capabilities. Technology of can project arises. deliver the difference. Legal technology solutions can provide the ability to quickly share Consistency – the very broad range of information, track contract developments and 7 contracting approaches within an organi- perhaps most importantly provide a key sation can lead to a considerable and file-sharing solution to give members of the unacceptable level of corporate and project team better access and the ability to commu- risk. The cut-and-paste approach to contract nicate effectively on contract issues. development should by now be a thing of the past. Automation – Another key element of 11 any templating solution is a range of Localisation Requirements – standard templates that can be exported or 8 contract language isn’t applicable in all imported to ensure consistency and proper instances. For example, the geographic records, but with key automation function- location of a particular company’s operating ality. By automating and standardising what division or client and decisions on law and would otherwise be a repetitive, manual jurisdiction will require contract managers to process for contract managers or support produce a contract with localised team, a primary burden is removed from legal teams, contract managers and administrators.

IHC MAGAZINE VOL 1 ISSUE 3, 2021 PAGE 49 SOLUTIONS TEMPLATING

Contract and Terms Play Book – • Folder structure; 12 another key part of the process is to • Homepages and site navigation overlay any contract template with a and links; and general and/or contract specific set of guid- • User groups and permissions (including ance for all contact managers. This is a control over the change of any template considerable additional task but the advan- in the system). tages are clear – guidance for the team and the ability to create contract options on particular As a last thought please always bear in mind provisions if pushback arises on a contract that any contract templating project involves negotiation, including a layered approach with a core blend of innovation, process manage- various fallback positions. ment and technology. This kind of a project requires effort and an appropriate budget Phasing the Work – any contract or resource allocation. Of course, an auto- 13 templating project represents a consider- mated range of accessible and appropriate able effort in terms of internal and, pre-approved contract clauses, contract through the use of capable and regionally templates, contract and clause guidance and experienced commercial law firm support, contract negotiation playbook is worth it external resources and through the appro- for most organisations. And any templating priate allocation of budget or resource alloca- project can be phased, for urgency, timing tion. It also involves important decisions as to and budgetary reasons. At the end of the day, project timeline and priorities and should it is all about enabling the in-house legal focus in a phased roll-out on the most urgent team to further take control of its processes areas of business risk first. and streamline contract lifecycles and project management. Internal Resource – however, a project is 14 to be rolled-out and even where an external legal consultancy resource will be used for the bulk of the heavy lifting, there will still be a core requirement for the engagement of legal, contract management, procurement, financial and other divisions within the organisation. Any law firm engaging on the contract templating roll-out should be asked to factor this into its project plan, Mark Hill approach and timeline. Mark Hill is a partner and head of commercial, TMT and Intellectual Property Middle East at Site Structure – the ability to efficiently Charles Russell Speechlys. 15 set up sites that replicate desired structure and display is important also. Any technology solution should ideally be able to accommodate key functionality including:

• Document automation configuration;

VOL 1 ISSUE 3, 2021 IHC MAGAZINE Q&A WITH KARISHMA NAIR PAGE 50 Thinking beyond the pandemic with Karishma Nair of Pinsent Mason’s Vario

IHC MAGAZINE VOL 1 ISSUE 3, 2021 PAGE 51 Q&A WITH KARISHMA NAIR

IHC: WHAT IMPACT WILL THE COVID-19 PANDEMIC HAVE ON THE FLEXIBLE LEGAL SERVICES MARKET? Nair: The new way of working only reinforces what we have known for some time: that flexible working and productivity aren’t mutu- ally exclusive!

Clients are now much more open to consultants supporting them from other jurisdictions and, given the advances in communication technologies, teams can still collaborate without needing to be onsite and physically present. This opens a whole new world of opportunity for legal consultants and gives clients access to a much wider pool of talent.

IHC: WHAT ARE THE PRIORITIES FOR IN-HOUSE COUNSEL AT THE MOMENT, AND HOW ARE YOU HELPING YOUR CLIENTS MEET THOSE OBJECTIVES? Nair: We are lucky to have the opportunity to Karishma Nair speak with legal leaders across a range of indus- Karishma leads Vario’s Flexible Legal Services business tries to better understand their most pressing in Hong Kong, and looks after Vario’s Financial Services practice in Asia. issues. Pinsent Masons’ flexible resourcing unit Vario is now comprised of Brook Graham (Pinsent Masons’ specialist Diversity & Inclusion consultancy), Client Consulting and Legal Project lines. For example, because of the pandemic, Management. This puts the firm in a unique there is a renewed focus on Health and position to speak to clients about matters beyond Wellbeing along with ensuring employees feel the more traditional remit of the legal team. well supported as they navigate the challenges of working from home or supporting sick Some of those priorities are sector family members. Several clients have also specific while others transcend industry committed to making meaningful progress on

VOL 1 ISSUE 3, 2021 IHC MAGAZINE Q&A WITH KARISHMA NAIR CONTINUED PAGE 52

Most seem to agree that, while we won’t soon see a return to the more buoyant market conditions of early 2019, we must accept our new environment and find ways to operate within those parameters.

diversity and inclusion initiatives, while others IHC: HOW SHOULD BOTH are looking to expedite their digitalisation and CONSULTANTS AND CLIENTS PREPARE contract management efforts. Legal has a part FOR THE OPPORTUNITIES AFTER to play in all of this and, through our broader THE PANDEMIC? Professional Services offerings, we’re able to Nair: The pandemic brought a level of market support them on that journey. uncertainty that few of us have experienced in our lifetimes. An inevitable outcome was IHC: WHAT ARE THE KEY AREAS the tightening of budgets and headcount OF FOCUS FOR DIVERSITY AND freezes. For the first few months of the INCLUSION, AND WHAT DOES THIS pandemic, most organisations were reining in MEAN FOR THE LEGAL TEAMS? spending and trying to do more with less. Nair: Inclusion is about creating an environment where people feel valued, respected However, as we take tentative steps to ending and heard. While many organisations focus the pandemic, activity levels are starting to on creating inclusive cultures, more work on increase. M&A activity has been rising in the increasing and encouraging diversity – such Asia Pacific as pent-up cash reserves begin as, targeted positive actions to increase the to flow once more and, in Hong Kong and under-representation of minority groups – Singapore, we’ve seen an uptick in demand is still needed. from the Financial Services and Energy sectors in particular. The Covid-19 pandemic exaggerated inequities across society and responsible employers Most seem to agree that, while we won’t soon have responded with targeted plans. As such, see a return to the more buoyant market our clients need support on a broad range of conditions of early 2019, we must accept matters including gender equity, cross-cultural our new environment and find ways to exclusion, mental health and help with well- operate within those parameters. We predict being. Legal teams will play a critical role in the increasing demand for consultants who can formulation of diversity and inclusion policies, provide support on anything from day-to-day advising on local employment legislation and operational matters, to larger regulatory rolling out training to their organisations. changes. Clients appreciate the flexibility of our solutions, as they can get the support they need without the fixed overheads and, in turn, our consultants can work on exciting projects with top tier clients.

IHC MAGAZINE VOL 1 ISSUE 3, 2021 PAGE 53 BOARD PORTALS Pre-IPO Firms and Board Portals: Meeting the Challenge of Governance Excellence

BY CARISSA DUENAS

VOL 1 ISSUE 3, 2021 IHC MAGAZINE BOARD PORTALS PAGE 54

isting a company on a public stock With a board portal, pre-IPO firms can effec- exchange can be a complex, time-con- tively deliver on the following: suming and expensive task. But that does not guarantee future success. 1. Manage critical information from a central hub L Using a board portal, pre-IPO firms can orga- Given the lengthy time frame for an IPO (initial nise, gather and access documentation for public offering), it is wise for pre-IPO compa- building the prospectus and draft agreements, nies to update their governance systems early resolutions, filings or letters from a single in the process since this is an area potential source and version of truth. stakeholders and shareholders will scrutinise. Because information is centralised, data Technology platforms such as board portals requests from stakeholders handling different (or board management software) can help workstreams (for example, auditors, under- companies adhere to best practices for good writers, tax advisors, legal counsels, etc.) are governance and accelerate their readiness for easily managed. Being able to easily retrieve going public. Using board portals can signal information saves time and effort. to regulators and potential investors that the company is well-governed and positioned for 2. Minimise regulatory risks for long-term value creation. non-compliance The software makes it simple to identify and DEFINING BOARD PORTALS address gaps in board reporting. All board A board portal is a centralised, highly secure, documentation (board packs, meeting minutes, online hub designed for board secretaries and board correspondence, etc.) can be archived directors to organise and manage meetings, in the system while remaining accessible for access documents and communicate. They regulatory or audit requirements. All processes also include digital board packs, e-signa- remain traceable. tures and voting. Board portals allow board members to execute their governance obliga- 3. Streamline meeting workflows while saving tions efficiently and securely, at any time, from on administrative costs any device and location. By digitising board and information workflows, pre-IPO firms can reduce paper, labour, THE BENEFITS OF BOARD PORTALS printing and postage costs. This can be signifi- The use of a board portal makes sense for cant when board packs must be organised and pre-IPO companies. The technology lets board printed – or re-printed – for each member. members collaborate and engage with both internal stakeholders and external advisors, For meetings, board portals use digital board ensuring alignment of overall direction, packs so information can be delivered quickly strategy and goals. and accurately. Changes can be made on the fly and reflected instantly so all stakeholders can More importantly, a board portal embeds work with the latest version of files. transparency, accountability and confiden- tiality into a board’s processes – all essential Another beneficial feature is the e-signature parts of good governance. which enables board members to sign documents securely from anywhere – speeding up the approval process.

IHC MAGAZINE VOL 1 ISSUE 3, 2021 PAGE 55 BOARD PORTALS

4. Collaborate with board members and advi- RISING TO THE CHALLENGE sors inside and outside the boardroom When effectively implemented, board portals Pre-IPO boards and executives can collaborate can be a great governance tool for pre-IPO with fellow board members and advisors firms. The technology can promote effi- in between meetings, eliminating gaps in ciency gains, support good record-keeping, communication. secure board-level confidential information, strengthen accountability and help manage To further move priorities and objectives risk. Pre-IPO firms using the technology will forward, tasks and action items can also be understand the importance of a well-governed assigned to users of the platform. This trans- public company and be ready to meet the parency keeps stakeholders accountable. tough governance challenges of an IPO journey.

5. Stay secure Given the constant threat of data breaches and leaks, securing confidential information should be of top concern to pre-IPO compa- Praxonomy is the company behind Boardlogic, a cloud- based, centralised, secure board management platform for nies. The use of a board portal can be of tremen- company secretaries, executives and directors. Boardlogic dous value here. Most board portals adhere streamlines board workflows and fosters engagement to rigorous security measures, with advanced among board members while enhancing digital corporate encryption to ensure data remains secure. governance for organisations around the world. It is the only board portal listed on the London Stock Exchange Board portals are typically standalone, inde- Issuer Services Marketplace. pendent platforms separate from the rest of For more information, please contact Tim Gilkison at the organisation. In the event of an compa- [email protected] ny-wide cyberattack, the firm’s most important information remains secure and the board can Tim Gilkison continue to lead. Tim Gilkison is business development manager for Praxonomy, and a founder of the In-House Community group.

VOL 1 ISSUE 3, 2021 IHC MAGAZINE INNOVATION PAGE 56

How In-House Counsel Can Encourage Innovation to Manage Complex Investigations

BY GEORGIA FOSTER

IHC MAGAZINE VOL 1 ISSUE 3, 2021 PAGE 57 INNOVATION

eorgia Foster knows a thing or two What really sets Relativity apart and was key about instilling a culture of inno- to my decision to join the team, is that its vation and growth. In her role as technology doesn’t just help customers solve APAC managing director at global important legal problems, but it acknowledges a Glegal and compliance technology company responsibility to leverage its unique capabilities Relativity, Foster runs the team driving growth and ecosystem to solve racial and social justice across the region. problems within our municipal communi- ties. I’m excited and proud to be part of a team Previously she ran Uber’s corporate division in working to break down technology barriers. Australia/New Zealand, and before that was on LinkedIn’s global team. CAN YOU IDENTIFY THE GREATEST E-DISCOVERY AND COMPLIANCE Foster sat down with IHC to chat about CHALLENGES FACING IN-HOUSE e-discovery and compliance challenges facing LEGAL TEAMS TODAY? in-house legal teams, how in-house counsel In-house legal teams are expected to do more can encourage legal tech innovation, how than ever with tight resources. Also, the ability to secure data, how in-house legal work will to locate facts inside large sets of varying data change and how Asia is the new frontier for types can no longer be done manually. Not only technology adoption. are the costs and resources too high, but it invites additional risk into the business. TELL US ABOUT RELATIVITY AND WHY YOU CHOSE TO JOIN THE TEAM. Relativity makes software to help users organise data, discover the truth and act on it. Our global In-house legal teams are expected SaaS platform, RelativityOne, manages large to do more than ever with tight volumes of data and quickly identifies key issues resources. Also, the ability to locate during legal investigations. And our AI-powered facts inside large sets of varying data communication surveillance platform, Relativity types can no longer be done manually. Trace, proactively detects regulatory misconduct like insider trading, collusion and other non-compliant behaviour. Relativity has clients in 49 countries serving thousands of legal, finan- Whether in-house teams are proactively cial services and government organisations. searching information to detect misconduct before it escalates, or reacting to a formal When I joined Relativity last September, what investigation, the most common challenges in stood out immediately was the incredible the market include the ability to gather from community of people rallied around the and search across modern file types, finding technology. The entire team is comprised of only the most relevant electronic information passionate and smart individuals, hungry to and keeping data secure. make a difference in the world. As I spoke with more customers, it became clear this culture Worldwide, more than 23 billion text messages has translated to an incredible product and are sent each day, 12 million people log in to a global community of more than 300,000 Slack and over 500 thousand organisations annual users sharing their expertise to solve use Microsoft Teams. Covid-19 accelerated important problems. the pace of change for how we all work and

VOL 1 ISSUE 3, 2021 IHC MAGAZINE INNOVATION PAGE 58 communicate. As data volumes skyrocket, the than 80% of organisations in APAC suffered a shape of data changes and teams move more cyberattack. Relativity’s Calder7 security team work in-house, it’s critical that our customers regularly researches the threat landscape for can automate and streamline processes and APAC and has found several threat actors specifi- gain insights quickly. Relativity anticipated the cally targeting the region. Bad actors are contin- changing shape of data and is actively investing ually adapting to changing political and social in next-generation legal and compliance events to maximise profits from cybercrime. features. This means in-house teams can use RelativityOne and Relativity Trace together Many in-house teams are moving to cloud-based with our global network of service providers to storage to take advantage of increased security manage a wide variety of difficult data types and measures and faster security upgrades. The best reveal contextual clues quickly with AI-powered way to mitigate security risks and protect sensi- solutions, all while keeping their data within a tive data is to avoid moving it between systems single, secure platform. and instead use a fully integrated, end-to-end cloud solution like RelativityOne. Some WHAT IS ONE THING PEOPLE in-house teams are also creating “defence in UNDERESTIMATE ABOUT LEGAL TECH depth” strategies by preparing their colleagues AND HOW CAN IN-HOUSE COUNSEL for social engineering attacks, securing remote MAKE THE BUSINESS CASE FOR IT? work setups and continually prompting them to It may seem like the time and cost of imple- patch vulnerabilities in their systems, as well as menting and maintaining a legal software solu- third-party systems in the legal supply chain. tion matches the time and cost of salaries to do the same job. The reality is legal tech has adapted Securing data is a critical component of doing to meet an ever-evolving volume of data manage- business today, and legal teams can be a high- ment challenges. With AI technology solutions, value target due to their proximity to sensitive users are completing tasks in a matter of hours digital information. that previously took weeks. This gives them more time to focus on value-additive – sometimes HOW DO YOU SEE IN-HOUSE LEGAL revenue-generating – work, rather than on costly WORK CHANGING IN THE NEXT administrative tasks. Relativity’s AI enables users FEW YEARS? to tackle challenges in compliance, investigations I expect to see more corporations upgrade and e-discovery and reduces review time by up to end-to-end, cloud-based e-discovery and to 99%. Relativity recently acquired Text IQ, a compliance solutions to simplify, scale and top 100 AI company, to further elevate our AI secure their data. Data will continue to grow and capabilities and allow Relativity to solve new legal evolve to meet the needs of an ever-widening and compliance challenges for its customers, like array of challenges ranging from personal data privilege reviews. Conducting privilege reviews protection rules to anti-corruption efforts and can take thousands of hours and is a process foreign inbound litigation. Gartner predicts that prone to human error – leaving enterprises open by 2023, more than 70% of enterprise IT leaders to the risks of sharing privileged information. will upgrade to end-to-end e-discovery software to reduce time and legal costs. The e-discovery HOW ARE IN-HOUSE LEGAL TEAMS industry has also incorporated SaaS solutions KEEPING THEIR DATA SECURE? built on the public cloud for the benefits of By now we’re all familiar with the threat of scaling and performance, better security and cyberattacks. In 2020, it was reported that more access to innovation. Remote work mandates

IHC MAGAZINE VOL 1 ISSUE 3, 2021 PAGE 59 INNOVATION over the past year have only accelerated the to remote work structures has increased the demand for cloud-based solutions. As a result, demand for technology and cloud adoption in cloud-based solutions are quickly becoming the Singapore. For South Korea, digital forensics standard and RelativityOne continues to be our will play a larger role in companies’ foreign fastest growing product (its customer base more litigation, and amid the pandemic, many inter- than doubled in 2020 and APAC is the most national companies are looking to partner with active region in the community). South Korean law firms and litigation service providers to conduct e-discovery inspections YOUR TEAM JUST LAUNCHED across borders. NEW RELATIVITYONE LOCATIONS IN SINGAPORE AND SOUTH These trends, coupled with demand from KOREA. WHY NOW? our partner community, led us to prioritise The global nature of modern business, remote Singapore and South Korea this year. And we work and other factors increase the need for expect to grow as Asia becomes a definitive our customers to operate around the world, so new frontier for technology adoption. launching RelativityOne in new data centres ensures they’re set up for success and can grow with their clients. Georgia Foster In selecting new locations, we do a lot of due Georgia Foster is APAC managing director at Relativity, leading a team driving growth diligence to assess possible demand and across the region. Previously she ran Uber’s opportunity. The acceleration of digital trans- corporate division in Australia/New Zealand, formation across Southeast Asia and the shift and before that was on LinkedIn’s global team.

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Your ‘at a glance’ guide to some of the region’s top service providers.

Practice Area key

INV Alt’ Investment Funds (inc. PE) ENR Energy & Natural Resources LDR Litigation & Dispute Resolution COM Antitrust / Competition ENV Environment MS Maritime & Shipping AV Aviation FT FinTech PF Projects & Project Finance BF Banking & Finance INS Insurance (inc. Infrastructure) CM Capital Markets IP Intellectual Property RE Real Estate / Construction REG Compliance / Regulatory IA International Arbitration RES Restructuring & Insolvency CMA Corporate & M&A IF Islamic Finance TX Taxation E Employment LS Life Sciences / Healthcare TMT Telecoms, Media & Technology

W. K. To & Co. W. K. To & Co. — Law Firms — Tel: (86) 10 8587 5076 Tel: (852) 3628 0000 ASIA Email: [email protected] Email: [email protected] Contact: Cindy Chen Contact: Vincent To Website: www.wktoco.com CAMBODIA Website: www.wktoco.com CMA • E • LDR • RE • REG CMA • E • LDR • RE • REG

MAR & Associates INDIA Tel: (855) 23 964 876, (855) 23 987 876 HONG KONG Email: [email protected] Anand and Anand Contact: MAR Samborana (Mr.) Conyers Dill & Pearman Website: www.mar-associates.com Tel: (91) 120 4059300 Tel: (852) 2524 7106 Email: [email protected] CMA • E • IP • RE • REG Email: [email protected] Contact: Pravin Anand - Managing Partner Contact: Christopher W.H. Bickley, Partner, Website: www.anandandanand.com Head of Hong Kong Office CHINA IP • LDR Website: www.conyers.com BF • CM • CMA • INV • LDR Broad & Bright Clasis Law Tel: (86) 10 8513 1818 Tel: (91) 11 4213 0000, (91) 22 4910 0000 Email: [email protected] Elvinger Hoss Prussen Email: [email protected] Contact: Mr Jun Ji ([email protected]) Tel: (852) 2287 1900 Contacts: Vineet Aneja, Mustafa Motiwala Website: www.broadbright.com Email: [email protected] Website: www.clasislaw.com COM • CMA • ENR • LDR • TMT Contacts: Mr Xavier Le Sourne, Partner, Ms CMA • E • LDR • REG • RES Charlotte Chen, Counsel Website: www.elvingerhoss.lu East & Concord Partners ABNR (Ali Budiardjo, * Elvinger Hoss Prussen’s Hong Kong office Tel: (86) 10 6590 6639 Nugroho, Reksodiputro) Email: [email protected] provides inbound and outbound legal services Tel: (62) 21 250 5125/5136 Contact: Mr. Dajin Li only under Luxembourg law Email: [email protected] Website: www.east-concord.com BF • CM • CMA • INV • TX [email protected] Contacts: Emir Nurmansyah, BF • CM • CMA • IP • LDR [email protected]) Vivien Teu & Co LLP Nafis Adwani, Llinks Law Offices Tel: (852) 2969 5300 [email protected] Tel: (86) 21 31358666 Email: [email protected] Agus Ahadi Deradjat, Email: [email protected] Contact: Vivien Teu, Managing Partner [email protected] Website: www.llinkslaw.com Website: www.vteu.co Website: www.abnrlaw.com BF • CM • CMA • INV • LDR BF • CM • CMA • INV • REG BF • CM • CMA • ENR • PF

IHC MAGAZINE VOL 1 ISSUE 3, 2021 PAGE 61 IHC DIRECTORY

Emir Pohan & Partners PHILIPPINES SOUTH KOREA Tel: (62) 21 2965 1251 Email: [email protected] Contact: Emir Pohan ACCRALAW (Angara Abello Bae, Kim & Lee LLC Website: www.eplaw.id Concepcion Regala and Cruz Law Offices) Tel: (82 2) 3404 0000 COM • E • LDR • RES Tel: (632) 830 8000 Email: [email protected] Email: [email protected] Contact: Kyong Sun Jung Lubis Ganie Surowidjojo Contacts: Emerico O. De Guzman, Tel: (62) 21 831 5005, 831 5025 Ana Lourdes Teresa A. Oracion, Website: www.bkl.co.kr Email: [email protected] Neptali B. Salvanera BF • CMA • IA • LDR • RE Contacts: Dr. M. Idwan (‘Kiki’) Ganie Website: www.accralaw.com Website: www.lgslaw.co.id CMA • E • IP • LDR • TX CMA • COM • INS • LDR • PF Kim & Chang DivinaLaw Tel: (82-2) 3703-1114 Makarim & Taira S. Tel: (632) 822-0808 Email: [email protected] Tel: (62) 21 5080 8300, 252 1272 Email: [email protected] Website: www.kimchang.com Email: [email protected] Contact: Nilo T. Divina, Managing Partner Contact: Lia Alizia Website: www.divinalaw.com COM • BF • CMA • IP • LDR Website: www.makarim.com BF • CMA • E • LDR • TMT BF • CMA • E • LDR • PF Yoon & Yang LLC Morales & Justiniano Tel: (82 2) 6003 7000 Mochtar Karuwin Komar Tel: (632) 834 2551, (632) 832 7198, Tel: (62) 21 5711130 (632) 833 8534 Email: [email protected] Email: [email protected], [email protected] Email: [email protected] Contacts: Jinsu Jeong, Junsang Contact: Emir Kusumaatmadja Contact: Mr. Rafael Morales - Lee, Myung Soo Lee Website: www.mkklaw.net Managing Partner Website: www.yoonyang.com AV • CMA • ENR • LDR • PF Website: www.primuslex.com BF • CM • CMA • IP • LDR COM • E • IP • LDR • TX SSEK Legal Consultants Tel: (62) 21 521 2038, 2953 2000 Ocampo & Suralvo Law Offices Yulchon LLC Email: [email protected] Tel: (632) 625 0765, Contact: Denny Rahmansyah - Email: [email protected] Tel: (82-2) 528 5200 Managing Partner Contact: Jude Ocampo Website: www.yulchon.com Website: www.ssek.com Website: www.ocamposuralvo.com COM • CMA • IP • LDR • TX Twitter: @ssek_lawfirm CMA • ENR • PF • TX • TMT BF • CMA • E • ENR • RE SyCip Salazar TAIWAN MALAYSIA Hernandez & Gatmaitan Tel: (632) 8982 3500, 3600, 3700 Email: [email protected] Deep & Far Attorneys-at-Law Adnan Sundra & Low Contact: Hector M. de Leon, Tel: (8862) 25856688 Tel: (603) 2070 0466 Jr. - Managing Partner Email: [email protected] Website: www.syciplaw.com Email: [email protected] Contacts: Deepak Sadasivan, Rodney D’Cruz BF • CMA • E • ENR • PF Contact: Mr. C. F. Tsai Website: www.asl.com.my Website: www.deepnfar.com.tw BF • CM • CMA • IF • PF Villaraza & Angangco COM • CM • E • IP • LDR Tel: (632) 9886088 Azmi & Associates Email: [email protected] Tel: (603) 2118 5000 Contact: Franchette M. Acosta THAILAND Email: [email protected] Website: www.thefirmva.com Contact: Dato’ Azmi Mohd Ali - CMA • IP • LDR • REG • RES Senior Partner Chandler MHM Limited Website: www.azmilaw.com Tel: (66) 2266 6485 BF • CM • CMA • ENR • PF SINGAPORE Email: [email protected], Trowers & Hamlins LLP Joyce A. Tan & Partners [email protected] Tel: (601) 2615 0186 Tel: (65) 6333 6383 Contacts: Jessada Sawatdipong, Email: [email protected] Email: [email protected] Satoshi Kawai Contact: Nick White – Partner Contact: Joyce T. Tan - Managing Director Website: www.trowers.com Website: www.joylaw.com Website: www.chandlermhm.com BF • CMA • ENR • IF • PF CMA • E • IP • LDR • TMT BF • CMA • ENR • PF • RE

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Kudun & Partners Limited Indochine Counsel UAE Tel: (66) 2 838 1750 Ho Chi Minh Office: Email: [email protected] Tel: (84) 28 3823 9640 [email protected] Email: [email protected] Afridi & Angell [email protected] Contact: Mr Dang The Duc Email: [email protected] [email protected] Hanoi Office: Contact: Bashir Ahmed - Managing Partner Contacts: Kudun Sukhumananda - Tel: (84) 24 3795 5261 Website: www.afridi-angell.com Capital Markets, Corporate M&A, Email: [email protected] BF • CMA • LDR • RE • REG Banking & Finance Website: www.indochinecounsel.com Chinawat Assavapokee - CM • CMA • PF Tax, Corporate AMERELLER Restructuring, Insolvency Tel: (971) 4 432.3671 Pariyapol Kamolsilp - Russin & Vecchi Email: [email protected] Litigation / Dispute Resolution Ho Chi Minh Office: Contact: Christopher Gunson Website: www.kap.co.th Tel: (84) 28 3824-3026 Website: www.amereller.com Email: [email protected] CMA • CM • LDR • RES • TX CMA • E • IA • LDR • REG Contacts: Sesto E Vecchi - Managing Partner Nguyen Huu Minh Nhut – Partner Pisut and Partners Co., Ltd. Nguyen Huu Hoai – Partner Horizons & Co Tel: (66) 202 66226, 202 66227 Hanoi Office: Tel: (971) 4 354 4444 Email: [email protected] Tel: (84) 24 3825-1700 Email: [email protected] Contacts: Mr. Pisut Rakwong Email: [email protected] Contact: Adv. Ali Al Zarooni Website: www.pisutandpartners.com Contact: Mai Minh Hang – Partner Website: www.horizlaw.ae CM • CMA • E • LDR • RE Website: www.russinvecchi.com.vn CMA • E • LDR • PF • RE CMA • E • IP • INS • TMT Warot Business Consultant Ltd. Trowers & Hamlins LLP Tel: (66) 81802 5698 VILAF Dubai office: Email: warot@warotbusi- Tel: (84) 28 3827 7300, Tel: (971) 4 351 9201 nessconsultant.com (84) 24 3934 8530 Email: [email protected] Contact: Mr. Warot Wanakankowit Email: [email protected], tung@vilaf. Contact: Jehan Selim - Office Manager Website: www.warotbusinessconsultant.com com.vn, [email protected] Abu Dhabi office: CM • CMA • E • REG • TX Contacts: Vo Ha Duyen, Ngo Thanh Tung, Tel: (971) 2 410 7600 Dang Duong Anh [email protected] Website: www.vilaf.com.vn Email: Weerawong, Chinnavat Contact: Jehan Selim - Office Manager BF • CMA • RE • ENR • LDR & Partners Ltd. Website: www.trowers.com Tel: (66) 2 264 8000 Email: [email protected] BF • CMA • LDR • PF • RES Contacts: Veeranuch Thammavaranucupt - — Law Firms — Senior Partner Website: www.weerawongcp.com MIDDLE EAST — Law Firms — BF • CM • CMA • LDR • PF BAHRAIN NORTH AMERICA VIETNAM Trowers & Hamlins CANADA Tel: (973) 1 751 5600 Bizconsult Law Firm Email: [email protected] Fasken Martineau Tel: (84) 24 3933 2129 Contact: Louise Edwards - Office Manager Tel: (416) 366-8381 Email: [email protected] Website: www.trowers.com Email: [email protected] Contact: Mr. Nguyen Anh Tuan - BF • CMA • IF • LDR • RE Contact: Mark Stinson (84) 24 3933 2129 Website: www.fasken.com Website: www.bizconsult.vn BF • CMA • ENR • LDR • TMT CM • CMA • LDR • RE • RES OMAN

Global Vietnam Lawyers LLC Trowers & Hamlins Meyer Unkovic Scott Tel: (84) 28 3622 3555 Tel: (968) 2 468 2900 Tel: (412) 456 2833 Email: [email protected] Email: [email protected] Email: [email protected] Contacts: Nguyen Gia Huy Chuong Contact: Louise Edwards - Office Manager Contact: Dennis Unkovic Website: www.gvlawyers.com.vn Website: www.trowers.com Website: www.muslaw.com CMA • IP • LDR • RE • REG BF • CMA • LDR • PF • RE CMA • IP • IA • LDR • RE

IHC MAGAZINE VOL 1 ISSUE 3, 2021 PAGE 63 IHC DIRECTORY

Vario from Pinsent Masons (HK) Ltd — Law Firms — Tel: (852) 2294 3454 — Non-Legal — AFRICA Email: [email protected] Website: https://pinsentmasonsvario.com Recruitment JOHANNESBURG True Recruitment Asia Risk, Investigation Fasken Martineau Tel: (852) 5325 9168 Tel: (27) 11 586 6000 — and Legal — WhatsApp: (852) 5325 9168 Email: [email protected] Contact: Blaize Vance - Regional Support Services Email: [email protected] Managing Partner Website: www.fasken.com LegalComet Pte Ltd (LEGALCOMET) CMA • E • ENR • LDR • PF Tel: (65) 8118 1175 Contact: Michael Lew, Founder & CEO — Meditation — Email: [email protected] — Arbitration — Website: www.legalcomet.com Kadampa Meditation Centre Hong Kong Services Mintz Group KMC HK is a registered non-profit organi- Tel: (852) 3427 3717 Beijing Arbitration Commission / Contacts: Jingyi Li Blank sation. We offer systematic meditation and Beijing International Arbitration Email: [email protected] study programmes through drop-in classes, Center (Concurrently use) Website: www.mintzgroup.com Tel: (86) 10 85659558 day courses, lunchtime meditations, weekend Email: [email protected] retreats and other classes. Contact: Mr. Terence Xu（許捷） Website: www.bjac.org.cn — Legal — Tel: (852) 2507 2237 Recruitment Email: [email protected] Hong Kong International Website: www.meditation.hk Arbitration Centre Hughes-Castell Tel: (852) 2525 2381 Tel: Hong Kong (852) 2520 1168 Email: [email protected] Singapore (65) 6220 2722 Website: www.hkiac.org Beijing (86) 10 6581 1781 — Sport & Leisure — Shanghai (86) 21 2206 1200 Maxwell Chambers Pte Ltd Email: [email protected] Splash Diving (HK) Limited Tel: (65) 6595 9010 Website: www.hughes-castell.com Email: [email protected] Learn to Dive and Fun Dive with the Winner Website: maxwell-chambers.com ALS International of the PADI Outstanding Dive Centre/Resort Tel: Hong Kong – (852) 2920 9100 Business Award! Shenzhen Court of International Singapore – (65) 6557 4163 Tel: (852) 9047 9603, (852) 2792 4495 Arbitration (Shenzhen Beijing – (86) 10 6567 8729 Arbitration commission) Shanghai – (86) 10 6372 1098 Email: [email protected] Tel: (86) 755 83501700, Email: [email protected] (86) 755 25831662 Website: www.splashhk.com Website: alsrecruit.com Email: [email protected] Website: www.scia.com.cn Lewis Sanders Tel: (852) 2537 7410 — Charitable — Alternative Legal Email: [email protected] Organisations Service Providers Website: www.lewissanders.com Horizon Recruitment Impact India Foundation LOD - Lawyers On Demand Tel: Singapore – (65) 6808 6635 Tel: (65) 6326 0200 An international initiative against avoidable Hong Kong – (852) 3978 1369 Email: [email protected] disablement. Promoted by the UNDP, UNICEF Contact: Oliver Mould Email: [email protected] Website: lodlaw.com Website: www.horizon-recruit.com and the World Health Organization in associa- tion with the Government of India. KorumLegal Jowers Vargas Tel: (91) 22 6633 9605-7 Email: [email protected] Tel: (852) 5808-4137 Email: [email protected] Contact: Titus Rahiri Email: [email protected] Website: www.korumlegal.com Website: https://www.evanjowers.com/ Website: www.impactindia.org

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