Contributed by Nicole Chee and H R Dipendra
Corporate counsel 10 years ago were commonly referred to condescendingly as “legal officers”, misunderstood to be merely the “YES-man” and to merely rubber stamp proposals in order to get company resolutions through. Times have drastically changed however, and corporate counsels now take part in board meetings, discussions on strategy, and whose presence can now be seen and felt in major corporate dealings.
In emerging markets and rapidly changing business environments as the practice of law becomes more complicated and expensive, corporate counsels are now stepping up into the hot seat. Most large corporations find it more cost-effective to create their own legal department rather than out-sourcing their work to legal firms. As corporate counsels continue to take on more active roles and responsibility, so does their remuneration.
Corporate counsel 10 years ago were commonly referred to condescendingly as “legal officers”, misunderstood to be merely the “YES-man” and to merely rubber stamp proposals in order to get company resolutions through. Times have drastically changed however, and corporate counsels now take part in board meetings, discussions on strategy, and whose presence can now be seen and felt in major corporate dealings.
In emerging markets and rapidly changing business environments as the practice of law becomes more complicated and expensive, corporate counsels are now stepping up into the hot seat. Most large corporations find it more cost-effective to create their own legal department rather than out-sourcing their work to legal firms. As corporate counsels continue to take on more active roles and responsibility, so does their remuneration.
They wear many hats, amongst them investigator and internal controls
advisor. They may be referred to as business partners, but are they so
only in name? Or are their services only called upon when a writ is
served upon the company? The answers to these questions may differ for
each and every company.
They also serve as the “moral guardian” of the company and to advise the company to do what is right. Their role to protect the organization’s assets, share price and reputation of the whole company and not for the benefit of certain individuals is not to be envied as it carries with it its own share of burdens.
Finger-pointing seems to be a common problem, in the event anything goes wrong, the management says, “as long as the legal counsel says yes, we proceed”. People do not take into cognisance that corporate counsel may find it difficult to maintain their independence while at the same time preserving their relationship with the management as the two do not come hand in hand. It is often hard to discern, especially for fresh entrees to the field to what extent they have authority within the company as they are treated as employees and are expected to “toe the line” and please their bosses.
As a corporate counsel, it is not easy to take into account all the above factors and come to a conclusion that is “right” and an answer that will please the boss at the same time. Mr. Wan Kwong Meng, MD and Group General Counsel of Mapletree Investments Pte Ltd has a methodology he applies to resolve difficult situations and free the conscience at the same time; “Ask yourself: firstly, treat it as if it is your own money. What would your advice be? And secondly, would I give the same advice if I had to affirm it in an affidavit or repeat it in court?”
Mr. Syed Naqiz Shahabudin, partner of Naqiz & Partners takes a practical approach to such a difficult situation. He said that he would perform his obligations but would not take part in anything obviously wrong. He advised corporate counsels facing problems with their companies to make it clear in their advice/opinion that if they think it is wrong, to say so. Consequently, if the company decides to proceed and problems ensue, the counsel will not face liability. In the event that counsel is aware of a problem, the speakers suggest diplomatic options to resolve such situations. “Squealing” or more commonly referred to as “whistle-blowing” is most often frowned upon and could potentially end a counsel’s career.
Finger-pointing seems to be a common problem, in the event anything goes wrong, the management says, “as long as the legal counsel says yes, we proceed”. People do not take into cognisance that corporate counsel may find it difficult to maintain their independence while at the same time preserving their relationship with the management as the two do not come hand in hand. It is often hard to discern, especially for fresh entrees to the field to what extent they have authority within the company as they are treated as employees and are expected to “toe the line” and please their bosses.
As a corporate counsel, it is not easy to take into account all the above factors and come to a conclusion that is “right” and an answer that will please the boss at the same time. Mr. Wan Kwong Meng, MD and Group General Counsel of Mapletree Investments Pte Ltd has a methodology he applies to resolve difficult situations and free the conscience at the same time; “Ask yourself: firstly, treat it as if it is your own money. What would your advice be? And secondly, would I give the same advice if I had to affirm it in an affidavit or repeat it in court?”
Mr. Syed Naqiz Shahabudin, partner of Naqiz & Partners takes a practical approach to such a difficult situation. He said that he would perform his obligations but would not take part in anything obviously wrong. He advised corporate counsels facing problems with their companies to make it clear in their advice/opinion that if they think it is wrong, to say so. Consequently, if the company decides to proceed and problems ensue, the counsel will not face liability. In the event that counsel is aware of a problem, the speakers suggest diplomatic options to resolve such situations. “Squealing” or more commonly referred to as “whistle-blowing” is most often frowned upon and could potentially end a counsel’s career.