Aimie Killeen, General Counsel, Cardtronics

The opportunity to work alongside a prized mentor finally persuaded Aimie Killeen to make the move in-house – one which eventually involved the shift to the United States for the Australian lawyer.

I worked for nine years with Ashurst (formerly Blake Dawson, and Blake Dawson Waldron before that when I joined in 2004) in Sydney, Australia. I spent the first year thinking I wanted to be an IP/IT lawyer, and I was actually contemplating leaving the law to study engineering. But I had a wonderful mentor who said to me, ‘The law is a big place, Aimie. There is a space for you here, you’re just not in the right pond.’ She helped me navigate moving within the firm – notwithstanding that was outside the usual process – and I spent some time in the banking and finance team. As soon as I got there, I was in my pond and I loved what I did. I spent the next eight or so years as a transactional banking and finance lawyer.

I went on secondment a couple of times – at RBS, Perpetual Trustees and Qantas – and each time I decided in-house wasn’t for me. I liked the purity of what I was doing, I liked the breadth of the work, and I worked for lots of partners. But then I got involved in a transaction in which Canadian ATM owner DirectCash Payments Inc was acquiring Customers Ltd, a publicly-listed company in Australia. The CEO at DirectCash was a very interesting character – I thought he was quite different in the way that he came at problems from quite obtuse angles. I spent 12 months working for him in private practice following the transaction, and then he asked me to work for him. I thought I could learn a lot from working directly with him, and that’s how I came to end up working in-house.

DirectCash was acquired by Cardtronics, and I fully expected that at the end of that process I’d be going home to Australia to find a job. But I got a phone call from the CEO of Cardtronics after we had signed the deal, and he said, ‘I’d like you to think about becoming our GC’. I think the most flattering place to be hired is from the opposite side of the table, and that is what happened. Cardtronics is a Nasdaq-listed plc and I’m an Australian-qualified lawyer, so it was something I thought long and hard about. I’ve never been one to shy away from a challenge, so I ultimately thought: why not?

I’m not qualified to advise on US, Canadian or UK law, so I have outside counsel and teams of local lawyers in the UK, the US, Australia and Canada. And to be candid, in the general counsel role, you can never be an expert. Somebody asked me once, ‘Why do you think the title is general counsel?’ And I said, ‘Because I spend my day counseling people generally!’ Really it’s about putting together the experts with the business when and where it’s needed.

When I first went in-house, I went from being an expert in everything related to debt financing and knowing all the market trends, to being asked questions about employment law and occupational health and safety that were completely outside my expertise set – businesses are dynamic, and there are a broad range of issues that cross your desk every day.

I very quickly realized that you have to get comfortable with no longer being an expert, and you’re going to know a little about a lot, instead of a lot about a little. I think to be successful in the GC role, you’ve got to be adaptable and you’ve got be prepared to think about things in ways you might not have contemplated before. You have your external firms to help you, but ultimately the business thinking around the risk has to come from you, so I think that adaptability is the core trait for successful GCs.

But it did take me a little bit of time to get to that place. As a banking and finance lawyer, I would feel like I had let someone down if I couldn’t give them the answer, because I’m supposed to be the expert in that field. But you can never have all the answers when you’re in-house. I carried a bag of insecurity around for the 12 months or so following the move in-house, and it took sitting down with the CEO I was working for and him saying to me, ‘You’ve got to check that bag – you don’t need to carry it around with you. We know you won’t have the answers immediately and the sooner you get comfortable with that, the better you will be.’ And really from that conversation forward, I checked that bag every day at the door, and trusted my judgement. Now I really enjoy getting the practical problems from the business and helping them try and solve those.

You have to get comfortable with no longer being an expert, and you’re going to know a little about a lot.

One of my proudest professional moments was when we announced the acquisition of CashCard by DirectCash in Australia on what was Friday Canadian time, Saturday Australian time, and DirectCash to Cardtronics before markets opened on the Monday. What seemed like an impossibility had become a reality. It took an enormous amount of effort from a very talented team, and was the culmination of a long sale process on the DirectCash side and acquisition process on the CashCard side. The difficult thing about being in a sale process is that you never know if the sale is going to go through, so you have to run the business and do the right thing for shareholders irrespective of what’s going on with that process, but you’re always mindful of it. That was a really interesting professional experience to have, especially as I had a daughter who was between one and two years old at that time, and I was flying around the world with her and my husband, trying to keep two sensitive transactions confidential.

I’m now in the process of building a team of internal lawyers who want to get their hands dirty on the work and don’t want to push everything externally. It’s very important that we know our business because our externals will only do as a good a job as the instructions that we give them. As an in-house team, if a matter has got business elements attached to it, you are the expert. If you engage with that mindset, the externals can help you produce a document which works. If you give something to an external without that context and without that input, you end up with poor outcomes. You’ve got to have a team of internal lawyers who want to get across the detail and understand the business drivers and business levers so that they can articulate what is it we as a business are trying to achieve in the context of the ask.

I wouldn’t say we have a formal panel of externals – I’ve just started recalibrating. The Cardtronics use of externals was very haphazard; there was no rhyme nor reason to it, so we’re going through a process of rationalizing who our externals are. But it’s not a hard and fast set of rules about who we can and can’t use.

In terms of innovation, my personal view is that you inherently need a person’s brain to run around all the various rabbit holes, and I’m not sure that you can really get to a place where that’s replaced by AI. I don’t think you can replace the lawyer in the dialogue when you’re sat around trying to figure out how the business can structure something which is efficient, compliant and workable from a business perspective.

That said, there are things that make our lives a lot easier. I’m in the process of getting a cloud-based document management system implemented. The expectations of the business are that the legal team produces high-quality documents, we have version control, and without a proper tool it’s very difficult to do that when you’re working in and across teams within the business.

We’re going to standardize as much of our business process as we can, including documentation, so that we can partner with the business to say, ‘Let us build a tool for you, but once we give it to you, we need you to work within its parameters; we’re not going to customize for every deal that we do.’ We need to have a legal team that can spend its time on the more complicated things and the more standardized business-as-usual deals get done on standard, approved paper.

But I’m a paper girl. I like to talk to people and I don’t like email, I prefer conversations over electronic dialogue, so I’m old-fashioned in that sense. I want my people more engaged with the business: talking to the business leaders, being on the calls, understanding what’s coming, being ahead of the ball rather than being reactive. Quite a lot of business incubates, so if we know that it’s incubating, we can be ahead of that curve. But you can only be ahead of that curve if you get out of your office, understand who the key business drivers and dealmakers are and get engaged with them so that you know what’s coming.