Managing Director, Legal | Stonepeak (Hong Kong Limited)
Andrew Chan
Managing Director, Legal | Stonepeak (Hong Kong Limited)
How do you approach managing legal aspects during periods of instability or crises, and how does your legal strategy align with the broader business strategy to ensure organisational resilience?
I believe as in-house counsels, we are the gatekeepers for risks to the firm, so for all transactions our primary focus would be to ensure that the transaction will not expose the firm to any compliance or regulatory issues. In addition, we would seek to maximise value to the firm and ensure a successful outcome for the team. In times of instability or crises, I believe it is important to have foresight on issues that may come up down the line, and whilst it is not possible to accurately cover all possible outcomes, we should still map out potential changes (whether in the regulatory sphere or in the broader commercial context) that we may anticipate and ensure we have a way to handle those outcomes.
What is the biggest shift you have seen in the role of General Counsel in the past five years, and how do you see it evolving further?
The most significant shift I have observed in the GC role is the need to adapt to the changing business environment, from geo-political issues to sanctions to other non-economic factors such as having to deal with COVID-19 travel restrictions and their impact on the industry and the broader economy. I think in the past, a GC may be able to comfortably operate in a more strict legal role (whether in terms of regulatory compliance or transaction management) and provide advice on the legality of a particular matter or to negotiate agreements on behalf of the business, but in the ever-changing world that we are faced with today, a GC will not only need to be able to provide views on legal issues, but is often looked upon by company executives as a business partner and be asked to take part in the business decision making process. Just to provide an example, GCs could be asked a general question by management on ‘what should we do if the US increase their sanction against Hong Kong?’ I also believe that company executives increasingly look to their lawyers to help to provide solutions to problems that they face, regardless of whether there is a legal issue or not.
Personally, I certainly have experienced the need to provide more strategic advice to management on what may come next or what to do next in addition to my day job helping to execute transactions or advising on compliance with specific matters.
What is the most overlooked skill or mindset that today’s in-house lawyers need to succeed at the highest level?
The one skill or mindset that I believe lawyers today often overlook (and this applies to both inhouse and lawyers in private practice) is over-reliance on precedents and not thinking through the reason why certain clauses exists in an agreement or why a clause is drafted in a certain manner. More often than not, when I ask others why a certain provision is needed in an agreement, the answer would be ‘because it is in the precedent that I have been working on before’. Lawyers often overlook the purpose of a particular clause and why it was included in the agreement – even boilerplate clauses in an agreement have their own meaning and function (using a simple example – a counterparts clause in an agreement allows the parties to sign on two difference pieces of paper and not needing to sign on the same page). Precedents are certainly helpful and there is no need to re-invent the wheel each time, but I still firmly believe that lawyers that would take the extra mile to understand why a particular clause is drafted in a certain way (and be able to articulate why it is needed) would demonstrate a much better sound knowledge and be more convincing to others when they are asked to explain their position.