Joanne Low was hired as the first in-house counsel at Hong Kong private equity fund RRJ Capital. She has now been in post as head of legal and compliance for X years, and chats to Catherine McGregor about work, play and the imminent arrival of twins…
B U S I N E S S T H I N K I N G
GC: Why did you become a lawyer – was it what you had always wanted to be?
Joanne Low (JL): My mum decided for me – she told me to get a professional degree. I wanted to be a journalist first - she asked me to study law and try being a lawyer and if I didn't like it I could move to journalism. The typical Asian parent thing! I wanted to be journalist from high school. I had dreams of travelling and covering live events – it sounded glamorous.
For the first two years in practice I was just giving it a chance and I did not find it enjoyable as a junior. About five or six years into practice I began to enjoy it - and now can’t see myself doing anything else.
GC: What made you first want to go in-house?
JL: It was really a mixture of factors. In private practice you need to move in a certain way; it’s a fixed route. Most of it leads to being a partner and that seemed a bit like I could eventually lose touch with practice. I didn't see myself doing that. Now it’s also increasingly difficult to make partner, and stay partner. The role at RRJ came up at the right time and was really interesting.
The job description was very challenging as there was no one before me and it covered both transactions and compliance. It meant I would have a lot of exposure to deals. I wasn’t jaded with practice and I enjoyed doing deals. RRJ offered that - because it is so lean, I would still run deals and take on a compliance role. I definitely thought that compliance expertise would be useful in today's environment.
GC: What were the challenges in setting up a legal function from scratch?
It’s really about finding the right people to grow it. For us, we look for people who are versatile and adaptable. We cover deals from M&A to banking-type transactions and we also cover several jurisdictions – the US, EU, China, South East Asia. We need people that are qualified in one or more jurisdictions and are not limited in experience. They are not easy to find. On top of that, we need them to take on a compliance role. It’s also a case of finding people at the right level; if they are too junior, they may not want to stay in-house.
The person we just interviewed and hired asked about whether there was a formal review process. Well, because we are so small, everyone will give you feedback face to face, as it happens!
Lots of people think that going in-house is going to be a nine to five job, but that is definitely changing. The pace of a private equity firm doing deals means that we are looking for people who are not looking for a stereotypical in-house job.
In a small set up like ours we also can’t have people who are quiet and shy, or who need to be guided a lot. They need to be thick-skinned enough to ask for favours from their contacts in law firms. Generally you’re so much more protected in a law firm as you have seniors looking over you. So for me it’s definitely been the personnel issue.
GC: What’s the best thing about working at RRJ?
JL: It’s being involved in the entire lifecycle of a transaction. We raised our first fund in March 2011 - it’s only 2015 and we’re looking to raise our third fund. It’s very different from a bank. There are freedoms and flexibility; for example if I wanted to, I could be more involved in the commercial aspects of a deal, such as sitting in on management meetings or participating in commercial due diligence. .
There were a lot of headline deals in 2014, which is good for a relatively new fund. I like the way that deals get done here. Things are over very quickly. We do need approvals at various levels, but all of that can happen very quickly because we are lean. People here enjoy working here – no senior investment professionals have left since we started.
GC: What’s your favourite part of your day at the office?
JL: Mornings and at the end of the day when it’s quieter, and I can clear emails and get things tied up.
GC: What’s your least favourite part of your day at the office?
JL: I don’t particularly have a least favourite part, but there are days when you wish you had the buffer between you and the client and you did not have people popping into your room telling you everything is urgent! But that’s both good and bad.
I’ve had days when everything goes wrong and you are the only person trying to sort it out - such as having a colleague lose a password for filing with the Securities and Futures Commission [SFC] in the middle of closing a deal!
GC: What has been the highlight of your professional life so far?
JL: Moving to RRJ and taking on such a challenging role. Looking back I feel it’s an achievement to have survived and seen the deals the firm has done in the news, knowing that I have been really involved from the time they thought of it to the time of the announcement. It’s different from being on a deal team in a law firm: it’s more of an investment.
GC: What legal issues or challenges have you got coming up on the horizon over the next few months?
JL: More scrutiny on compliance and greater SFC enforcement. Anti-bribery is a big issue globally, especially in China, UK and USA. ESG [environmental, social and governance] policies are becoming a growing concern.
GC: As a team, how much do you outsource and how much do you keep in-house?
JL: Typically we outsource if we don’t have expertise in-house (such as in IP for example - maybe we’re buying a company that has a lot of IP), or if a deal covers a jurisdiction I am not familiar with. But for more straightforward work, like a simple bond deal or where there’s not much room for negotiation on terms - such as dealing with a state-owned enterprise [SOE] - we prefer to do it in-house. If we think external counsel are not able to add much value, we usually do it in-house.
GC: What do you expect from an external lawyer?
Responsiveness sounds so basic but it is key. Also being able to anticipate issues, instead of just firefighting issues. I love it when lawyers tell us what to watch out for. In a lot of stuff we do, we care about the practical implications, not just about how the law is written. How it works is different and this is how lawyers add value.
GC: What are you reading at the moment?
Apart from a couple of pregnancy books, I have not had time to read – I’m just dealing with the arrival of twins! But I’m still trying to keep up on legal articles.
GC: What’s your favourite film?
The Harry Potter series. I like it because it’s imaginative. It has all the elements I enjoyed in books growing up - a boarding school setting, magic, drama, and a whole lot of interesting characters.
GC: If you weren’t practising law anymore, what would you be doing?
I cannot imagine - I’m only taking 10 weeks off on maternity leave!If law wasn’t an option, I would teach. I like the reactions of different people. I like challenges such as being a lawyer and working with the business trying to explain how things are done, which shares aspects with teaching. It’s essentially getting ideas across to people that are not always on the same page as you.
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