When Deborah Marris first took on the role of General Counsel for the Asia Pacific, Europe & America (APE&A) Division at ANZ in 2008, her team consisted of three lawyers in London and no one based in the Asia Pacific region. Fast forward to 2010, and the APE&A Legal team now has 45 members – a rapid growth which mirrors the expansion of ANZ in the Asia Pacific. “People came on very quickly – there was a real need for the business to have in-house in-country legal support - so there was a lot of goodwill for us to grow. We now have lawyers in a number of countries including Hong Kong, Cambodia, Vietnam, Indonesia, Taiwan, China, and Singapore,” says Marris. Last year’s US$550m acquisition and integration of selected Royal Bank of Scotland (RBS) retail, wealth and commercial businesses across several Asian jurisdictions is an example of the kind of ambitious activity upon which the team is called to provide advice.
While Marris and her team are focussed on the bank’s APE&A operations, there is also an ANZ legal team responsible for New Zealand and an Australian legal team that supports the bank and also deals with matters such as M&A, IT outsourcing and dispute resolution where these impact the bank as a whole. The acquisition of the RBS businesses in six Asian markets provides an example of how the structure works – a dedicated M&A team looked after the due diligence and signing of documentation and then Marris and her team took over the integration of the business from a legal and regulatory perspective.
Marris says that the deal was not your typical acquisition. “We have had a gruelling schedule since the deal was signed in August 2009 and we were required to close all six markets by 31 July 2010. The deal was an asset and liability acquisition of parts of the business, and not an equity acquisition, in what is a highly regulated industry - banking. This has made the process of taking legal control quite complicated and time consuming,” she says. “In addition to our team there has been a large integration team based mainly in Singapore supporting the integration, covering off areas such as risk, finance, IT, communications, HR and the various business areas.”
The deal was not an equity acquisition because in many cases RBS operated through local branches rather than a local company which could be sold. ANZ itself uses a similar structure in some countries, although in some jurisdictions such as Vietnam and China it has made the decision to expand its presence by incorporating. Still, the nature of the transaction was highly challenging. “You have to pick up every asset and every liability and move it individually as most countries did not provide a transfer mechanism,” explains Marris. “Obtain [customer] consent – it was a huge process. I still find it staggering that we’ve managed to do it.”
Tax and law
Marris has degrees in both law and accounting and she was previously a tax principal at Ernst & Young and a partner at Minter Ellison Rudd Watts. Marris also spent time working for magic circle firms in London and Hong Kong. “Law firms and accounting firms are structured quite differently. In an accountancy firm you don’t just have accountants – you have all sorts of specialists such as scientists and engineers and IT specialists and lawyers. Not everyone who is a partner needs to be an accountant – it is a lot more diverse. The structure is also more pyramid-shaped so a partner will tend to have a lot more people that they are responsible for than a partner in a law firm.. I have enjoyed having the ability to move between the two.”
Law firms
For external legal advice, Marris uses a mix of international and local firms in each jurisdiction. “We find that in some countries, the international firms are not there or may not have been there long enough to have the link-in with the regulators or the people on the ground we need,” she says. “That’s not always the case though, as sometimes the international firms have hired local people and have associations with firms already in the country. The requirement to hold professional indemnity insurance varies across countries also and may be a factor in deciding which firms we use for particular matters.”
There has been talk of the emergence of truly global law firms following global clients and Marris says that she can understand the advantages from the client perspective. “Often we roll something out across the whole region – we can go to one law firm and say, for example, we want to roll out a particular product in every country we’re in, they can manage it for us and draft the appropriate documents to cover legal and regulatory issues in all countries – and we don’t have to deal with each individual firm and explain what we need and do the managing of the advice. That said, we do have great law firms across Australia and the region and we therefore don’t necessarily need a firm that can be in every country,” she observes.
In either case, though, Marris has a clear sense of where her own role fits in the equation. “As we understand ANZ and what the business is looking for, as well as what we need the advice to cover, we do a ‘sense test or ANZ test’. Marris says that the concern is not as much about inaccurate advice as it is about drilling down into the advice. “Law firms may prefer to sit on the fence with opinions using wording like “it should be okay” or “it might be the case” - that kind of wording makes it difficult for us in managing the legal risk – we need to know what “might” means. Even if the result is unclear.” she says.
And what advice can she give to lawyers aspiring to a GC position? The key, according to Marris, is to embrace change and to be prepared to take risks. “You have to be prepared to do anything – for example, I will do photocopying, do anything it takes to make something happen. It’s the attitude – you have to be prepared to be pragmatic and focussed on the end result. There is no point doing a lot of hard work but not delivering the end result. And take opportunities – you have to be prepared to take risks. Every change – for example, moving from private practice to in-house- or moving countries to take up opportunities - involves risk and I do think you do have to take risks to move forward,” she says.
Marris must have impressed a few people along her own career path – in this year’s ALB Law Awards, she was voted the Australian In-house Lawyer of the Year. “It was nice to be nominated and a lovely surprise to win,” says Marris. “If you look at the other people who were nominated, it was very humbling to have won. I was thrilled.”
