INTERVIEW: ELEANOR DALY
GENERAL COUNSEL, FEXCO
Multinational finance and business solutions provider FEXCO’s Eleanor Daly talks to GC about
her career in-house, the value of engagement with the wider legal and business community, and
operating in the post-GFC corporate world in Ireland.
G C I N T E R V I E W
THE LEGAL 500
GC: Did you always know you wanted to become a lawyer?
Eleanor Daly (ED): I think I became a lawyer by default. I didn’t have a strong preference for any particular discipline when I left school and law seemed like a reasonably good option. I studied law in Trinity College Dublin and I thoroughly enjoyed my time there. Then I went straight from college to a training contract with [Dublin-headquartered law firm] Matheson and never looked back.
GC: What prompted your switch from private practice to in-house?
ED: I left private practice in 2004, when the Celtic Tiger was roaring and there was fantastic experience to be gained for a corporate associate in a large firm. I received extensive exposure to corporate transactional work in my training contract and as a junior associate, which has stood me in good stead in my career to date.
I had done some work for FEXCO Group and had a good idea of the quality of work the organisation had to offer. The head of legal at the time, who has been a very supportive colleague to me in my career, approached me to make the move and I have never regretted that decision for an instant. The fact that the role was based in Killorglin, County Kerry – a very scenic location on the south west coast of Ireland – was an added bonus.
GC: You’ve received industry recognition through awards and places on statutory bodies. Would you encourage counsel to get involved with these as much as they can?
ED: I am in no doubt that the development of technical expertise is one of the best ways of supporting your business, and also instilling confidence in the legal function as a place where the business can find solutions to business problems. Contrary to popular belief, I think going in-house facilitates rather than inhibits the development of technical legal expertise.
In addition to co-authoring a number of textbooks in the area of company law and company secretarial practice, I have recently been appointed to the Company Law Review Group [CLRG], a statutory advisory expert body charged with advising the Minister for Jobs, Enterprise and Innovation on the review and development of company law in Ireland.
I believe very strongly that in-house lawyers need to make themselves heard within the larger legal community. It is important to use all the available opportunities to engage and network with other lawyers from outside your organisation, and with mentors and colleagues in the profession, to keep in touch with developments in law. I have been very lucky with the support I have received from colleagues over the course of my career. Similarly I have been fortunate that FEXCO has given active support to my professional development both within FEXCO and through involvement in professional interests outside the group.
Over time, I have pursued an academic interest and have gained expertise in company law. This has been developed through writing and participation in professional bodies, etc. I would like to emphasise the extent to which your business actually benefits from this; it’s not a hobby, it’s extremely helpful to your business that as an in-house lawyer you can operate at this level. Your organisation can rely on the fact that the legal function has a high level of professional competence.
Also, this level of professional expertise in-house assists greatly in managing external legal spend and in fostering a more collaborative working relationship with external counsel, where the internal and external legal teams are each contributing in the most efficient manner possible. In essence, both the in-house lawyer and the organisation benefits from the development of in-house technical expertise.
GC: Could you take us through a typical day in the office at FEXCO?
ED: It might seem very clichéd to say it but there are very few days alike; my work is incredibly varied. FEXCO Group operates across five continents in a range of industries.
The working day will largely depend on whether we are working on a corporate transaction. If we are in transaction mode, then a day might start off with scanning emails that have come in overnight related to the transaction; I usually do this at home before I get into the office. When I get into the office, the first thing is to catch up with my legal department colleagues to make sure that they have the necessary direction and guidance to progress their workload during the day.
Once I have responded to any emails that need to be dealt with immediately, I will then try to get some face-to-face time with the commercial lead on the transaction to discuss the developments overnight, to make sure that the various moving parts of the transaction are being progressed. If we have external counsel involved in the transaction I will catch up with them to let them know of any developments which will impact their work. Once these various rounds of communication are done, I might take time to do a detailed review of some of the documentation from the transaction. I will be reviewing very much from the business’s point of view.
I am heavily involved in the formulation of FEXCO Group policies, so some time might be spent with one of the lawyers in the department reviewing a draft policy which has been prepared to reflect a new piece of legislation or industry guidance. In addition to analysing the legislation or guidance, we will also need to consider the practical implications of the policy and how we might best communicate the policy and its obligations to our business colleagues. We might then take time to liaise with the head of internal governance, for him to give his views before the draft policy is circulated more widely.
As the legal department also includes the group’s company secretarial function, we might need to take time to ensure that any meetings required as a result of the ongoing corporate transaction are convened, and the necessary board papers are being prepared and circulated. The rest of the afternoon could involve a conference call with our external counsel and business colleagues, in order to pull together the work done in the day and tease out any outstanding commercial issues. This would be a fairly typical day in the office for me at this point.
GC: What legal issues or challenges have you got coming up on the horizon over the next few months?
ED: We are still dealing with the changes wrought by the Companies Act 2014. This is an ongoing project, which I am working through with my company secretarial colleagues, to convert group companies under the new regime. I am also liaising with FEXCO Group marketing in terms of the knock-on impact of changes arising from the legislation.
Further down the tracks, we have an eye to the PSD2 (the revised Payment Services Directive), which will impact directly on the provision of payment services in Ireland and across the EU, and also the GDPR (General Data Protection Regulation). I am fortunate to have two highly specialised lawyers in the department who are both actively engaged in monitoring each respective piece of legislation as it winds its way through the European legislative process for its impact on the many varied businesses within the FEXCO Group.
GC: How has the 2008 crash and its aftermath shaped the way you work?
ED: The crash had a very radical impact on legal services in that it affected the nature of transactions that were happening. Within the Irish law firms, swathes of lawyers were needed to conduct security reviews and were involved in insolvency and distressed banking arrangements.
One of the most obvious impacts on the way that I work has been in the level of transactions conducted with receivers and other insolvency practitioners. In 2004, when I left private practice, the concept of purchasing assets from a receiver was purely theoretical; I had read about it in text books but I had never seen it happen. In the aftermath of 2008 this type of transaction became commonplace, unfortunately. For FEXCO, this did present opportunities in terms of good value assets being available for sale.
The nature of the corporate work I was involved in did not alter significantly from 2008 onwards, other than in the nature of the sellers and also in the fact that my work has become increasingly international and less focused on the domestic economy. Since 2008 it has also been apparent that Irish banks particularly have become significantly more risk averse.
GC: What are the main economic challenges and opportunities in legal services in Ireland at the moment?
ED: One of the key challenges caused by a return to economic growth is talent; many junior solicitors who qualified in larger firms since 2008 were working on security reviews, insolvency and other aspects of distressed banking arrangements. Unfortunately, this means that very few newly qualified solicitors were getting solid corporate and commercial experience and, as a result, there is a dearth of solicitors coming through the system with the types of skills that the new economic reality requires.
The difficulty is that the experience these lawyers have gained has a limited life. A good junior lawyer who has come through this system needs to look at their long-term career options and consider whether they need to move into areas of law which are going to be sustained over the longer term.
However, some lawyers are seeing the trend and have started to re-tool. I firmly believe that we need to focus on developing lawyers with other skills, and the Law Society of Ireland is very aware of this need in its development of post-qualification diploma programmes, including diplomas for in-house counsel in areas such as financial services and commercial contracts, etc.
GC: If you had one piece of advice to give general counsel in Ireland, what would it be?
ED: The more I see of business life, the more I think that experienced in-house lawyers can bring a lot to the commercial table. If you are also managing a number of lawyers, you will have an excellent opportunity to develop general management skills and ultimately to be seen as a leader within your organisation. I think that Ireland is becoming more open to the concept of lawyers in senior management roles, rather than lawyers just being lawyers. This is an incremental thing; since I started as an in-house lawyer in 2004 there has been an increasing perception that legal has a role to play within the overall management structure of an organisation. As a key player in discussions about significant strategic decisions, the general counsel role has moved well beyond that of purely a legal adviser.
GC: What has been the highlight of your professional life so far?
ED: Winning the Irish Law Awards International Transaction of the Year 2014 was probably the highlight of my in-house career since becoming general counsel in 2011. The award gave recognition and validation to the work of the department both internally and within the broader legal community in Ireland, as we were the first in-house legal department to win this particular award. There are few other sources for that type of good news story for an in-house legal function, so the award was particularly special.
GC: In your free time, what is your favourite pastime to indulge in?
ED: There isn’t much free time! I have two busy boys aged five and seven; anything that could be described as free time is spent with them. Theatre is my guilty pleasure. I am happy to go on my own if I can’t find someone to drag along.
GC: If for some reason you weren’t practising law anymore, what would you be doing instead?
ED: If I wasn’t practising law, I would be writing the second edition of the Irish Company Secretary’s Handbook! However, if the question was ‘what is your ideal job?’ the answer would be a theatre critic.