What is it like to be an in-house counsel – particularly the head of legal – in a developing market like Myanmar? For starters, understanding the country and its people is critical, and so is expecting challenges to pop up in the unlikeliest of places. But for those willing to stick it out, the experience can be both educational and exhilarating.

Myanmar was isolated from the rest of the world since the 1940s, but all this changed in 2011. The country’s 23 years of military rule finally ended, and it embarked on a programme of economic liberalisation.

This resulted in a rush of foreign investment into the country, from a mere $300 million in 2009-10 to $20 billion in 2010-11. The FDI has leveled off somewhat since then, from $9.4 billion in 2015-16 to an estimated $6 billion in 2016-17. The country, however, remains a promising growth prospect, and foreign investors are still enormously interested.

And it’s not only money that has flowed into Myanmar – it has also attracted foreign talent because of its growth potential and the possibilities it offers as a relatively unsaturated market. Both local and foreign companies have been hiring international employees to fill key positions, and legal positions are no exception.

For in-house counsel who choose to work in an exciting new place, the country tends to offer a unique experience, not to mention a distinctive set of challenges. But for those who are up for it, their Myanmar stint can be very rewarding in the long run.

DESTINATION: MYANMAR

Robin Scott is general counsel at City Mart Holding (CMHL), a supermarket retail company that operates brands across Myanmar. He moved to the country 2014 after receiving an offer to set up CMHL’s legal department.

Prior to that, he had spent his entire career with Freshfields Bruckhaus Deringer in London, New York and Hong Kong. In 2012, he was part of Freshfields’ corporate team in Hong Kong as the democratic transition in Myanmar was taking place.

“The EU and the U.S. had just suspended sanctions and some of our multinational clients were considering entering or reentering the market. I advised one client, a multinational manufacturer, to obtain its permit from the Myanmar Investment Commission and set up its Myanmar operations,” shares Scott.

Over the next 18 months, he advised several other clients on their investments in Myanmar. Then, through his Myanmar contacts, he was introduced to CMHL. “They were looking to establish a legal department as they were beginning discussions with International Finance Corporation, part of the World Bank Group, about financing,” he recalls. “I made the move from Freshfields to CMHL in May 2014.”

On the other hand, Turkey-born Yasemin Derviscemallioglu had been looking to work in a developing country when she got a job offer to establish the Myanmar office of a German law firm.

“Working in a country like Myanmar, which had just opened up, was a once-in- a-lifetime opportunity,” she says. “I was initially based in Singapore with the German law firm in preparation for my secondment to Myanmar. For two and a half years, I worked with that firm and helped establish their offices in Myanmar. It was then that I was approached by Apollo Towers for the role of general counsel.”

Apollo Towers, a joint venture between Tillman Global Holdings, TPG Global and Myanmar Investments, owns and operates upwards of 1,800 mobile towers across the country. Derviscemallioglu worked for the company as GC until April this year, when she left Myanmar.

DAY TO DAY

With Myanmar experiencing rapid growth, in-house lawyers find themselves working on new projects, as well as performing functions that might go beyond what their counterparts in more developed jurisdictions are accustomed to.

In her role, Derviscemallioglu did not only report to the CEO as well as to the board of directors, but she also played a part in the company’s finances and business strategy.

“As the country has old laws spanning different eras, the work included lobbying for regulatory change. For about three years, I was also the general secretary in the executive committee of the French Chamber of Commerce. In addition, I headed the redrafting process of a draft tourism law on a pro bono basis,” she explains.

For Scott, a large part of his role includes setting up arrangements, from financing deals such as CMHL’s IFC partnership, to joint ventures, such as its partnership with the Jardine group to operate Pizza Hut restaurants.

“I am also tasked with implementing international standards of compliance and corporate governance within the group. On the day-to-day level, I deal with all legal and contractual matters from leases for new stores to protecting our intellectual property rights,” says Scott.

KNOW THE COUNTRY

Given Myanmar’s recent history, most companies are in relatively early stages of development. Almost all businesses are family-owned and controlled, and there are very few publicly listed companies. Corporate governance is still a new concept in Myanmar.

About five years ago, the majority of international banks did not want to transact with Myanmar because of the difficulties in policies. Even today, some of the typical foreign investor-related issues are either being worked on or solved.

The GC’s role in any developing country involves getting to know the country well and understand its culture and its people. This is especially important in Myanmar. “We see several major legislative changes each year that we need stay on top of, and we need to make sure the group is in compliance,” says Scott of CMHL.

GCs tend to find out that Myanmar’s working culture is different from more developed jurisdictions, and companies can’t just turn up and expect things to work like in their home country.

“First, understand the country fully and then you can move towards your goal, step by step. This can be very challenging at times, but trying to push your agenda can do more harm and actually distance you from achieving your goal,” advises Derviscemallioglu.

She adds, “As a general counsel or any person in a senior position, you need to take time to educate people. This is a process, and you need to be patient. Even though it was a challenging role, I loved it because I didn’t get stuck doing only one thing. That was what made the role so exciting for me.”

Derviscemallioglu also points out that lawyers need to be adept at dealing with government officials “That is difficult because you meet officials who have probably never been exposed to international companies or their needs. Similarly, your local partners and subcontractors are also not used to high-level compliance issues.”

A UNIQUE CULTURE

Interestingly, Myanmar’s decades of isolation from other countries has resulted in a unique business and legal culture. “It is only the more advanced organisations such as CMHL that have begun to reform their governance practices and appoint specialist managers, often from overseas, to professionalise operations,” says Scott.

He feels that it is not just enough to know the law. “Lawyers here also need to understand how the government departments actually operate in practice. Coming from highly developed jurisdictions, it can be frustrating having so much uncertainty.”

He also cites another challenge that GCs face. “The rule of law was not valued during the long period of military rule. Instead of relying on formal contracts, the business culture in Myanmar has traditionally focused on personal relationships. With the influx of foreign investors, this approach now has to change.”

In Myanmar, nothing can be taken for granted. Many of the transactions legal professionals work on have never been done before in the country, so it is not possible to just rely on a precedent. 

“Learning how to put together a deal from the ground up, and working out how international practices can fit within Myanmar law, has been a fascinating learning experience for me,” concludes Scott.