ASIAN-MENA COUNSEL: How did your career lead you to your current role with CBRE Global Investors Asia Pacific?
Amy Ng: I was working in the corporate/commercial department of Richards Butler, Hong Kong and practicing corporate law during the course of the 1997 handover. Though somewhat stormy, the financial market rebounded and I was there when Hong Kong was at its most active and vibrant. From a work perspective, there was a steady flow of good quality and engaging work. In 2005, I joined the company which is now known as CBRE Global Investors Asia Pacific (formerly ING Real Estate Investment Management.) CBRE Global Investors “Asia Pacific” (CBRE) is part of the CBRE Group of Companies. Regarded as the world’s largest commercial real estate service firm, CBRE is a Fortune 500 and S&P 500 company headquartered in Los Angeles, USA.
Driving my decision to go in-house was my desire to go beyond a purely legal role. I wanted to be more involved in the business aspects of an organisation, while still utilising my experience and knowledge in corporate law.
Serendipitously, CBRE was looking to recruit a General Counsel for Asia. My background fit the role, and when I started, we only had offices in Hong Kong, China and Singapore. Since then, we have expanded and branched out to Korea and Japan.
In 2010, we went through a merger (CBRE Global Investors merged with the business of ING Real Estate Investment Management as the ING Group sold the majority stake of ING Real Estate Investment Management to CB Richard Ellis Inc.) So yes, I have been kept very busy(!) I have also learnt a great deal about the investment management business in Asia throughout the years with CBRE Global Investors. While learning basic matters such as fund formation and so on, I have also learnt about issues that are important to institutional investors when they choose which funds to invest in. As I also work on and am involved in transactions across Asia, my work has encompassed different types of transactions, ranging from acquisitions, disposals and financing across various countries in Asia. This has afforded me a high level of exposure to a broad spectrum of high profile deals. In the last two years, I have perceived there to be an increased emphasis on separate accounts for clients (relative to formation of commingled funds). Institutional investors have also been actively pursuing high-calibre real estate assets in the US, as well as in Europe, and we have been fortunate to play a vital role in these transactions.
AMC: What does a typical day for you look like?
AN: More often than not, I will check my Blackberry and review messages I have received overnight, first thing in the morning, (usually just before I get my two year old ready for nursery.) I try to touch base with the team in the US whenever necessary. Once the day really starts, it will be a matter of working on the various transactions that have been lined up for review and advising corporate/management entities ranging from, say the terms of a management agreement to anything that is legally related. This can include a potential employment dispute to interpretation of a particular term in a contract. The range and variety of my work can really differ depending on the day, market situations, sentiments and other factors, which, to me, is what makes my job fascinating.
Whenever we have a new fund/separate account to be launched, my involvement will typically start from inception, and this can range from discussing the commercial terms of the fund with the portfolio management team to working with legal and tax advisers on the structure of the product, as well as preparing the documentation for the fund.
I value the continuity associated with a fund, a transaction or even a legally related dispute; my involvement starts from the beginning, I am involved in the process of the transaction and I need to see it through and complete the project to the client’s satisfaction, which I find rewarding.
AMC: What is the nature and scope of your role?
AN: I am the legal adviser to the company, advising both management and the various business units on legal related matters and issues. I am also involved in the business aspects of the company. In terms of my management team and my work environment, I would describe us as close knit.
We will meet regularly to discuss upcoming business initiatives, strategies and objectives. I think we all find these meetings helpful because they aid the teams in preparing legal/tax optimal structures for client presentations. Formalising a fund product assists in targeting investors from legal, regulatory and tax perspectives. By having these preliminary discussions and generating a continual flow of ideas, we are usually able to pre-empt legal, regulatory or tax issues that do otherwise rear their ugly heads in the final stages of a fund formation or a transaction. In this way, the discussions have proved to be a useful tool for trouble-shooting.
AMC: Can you describe the biggest challenges/obstacles that you have faced since you adopted the role of an in-house lawyer and how you overcame these challenges?
AN: I joined the company when we were expanding our operations and our funds and separate accounts. When the economy is good, fund raising in general is much easier and reasonably straight forward. On the other hand, when the economy goes south, like it did during the global financial crisis, fund raising became infinitely more challenging for obvious reasons and coaxing financing from lenders became that much more difficult. As is the case with most industries, when the economy goes belly-up, (in)advertent and/or technical breaches of contractual terms of bank loans are not uncommon.
In 2010, we underwent a merger, (as described above). A merger between two businesses and the integration between the operations and businesses is never an easy thing.
In terms of the actual process of the merger, we had to look at all of the underlying fund and separate accounts under management, assets to be transferred and ascertain and obtain the consents needed from investors, lenders, joint venture partners and other third parties. We then needed to review and comply with all of the procedures necessary under all of the relevant agreements and applicable laws. We also obtained all of the regulatory approvals that were required for the merger (this spanned approvals required in the US, Europe and each of the relevant countries in Asia). We reviewed all of the relevant positions in relation to employees that were transferred across both under contract and under relevant employment law applicable in each relevant jurisdiction. Another important factor we looked at was the structuring of the transaction from a tax optimisation perspective. After this was finalised, we also worked with tax advisers on tax payments and tax filings etc. I think you can always learn a great deal from a transaction on such an enormous scale, as was the case with our merger. Having a forward thinking and positive mind-set, as I recall I did during the merger, certainly helped and I try to maintain a positive attitude towards my role also as much as possible.
AMC: What qualities does CBRE look for in external counsel? Are there any criteria followed in choosing suitable practitioners?
AN: I look for private practitioners who are knowledgeable (when it comes to local law and/or local practices particularly.) I also look for counsel who are experienced, responsive and forward thinking. Essentially, external counsel who put the clients’ interests first. Practitioners who respect their clients go a long way towards making an impression on us. It is an ongoing relationship, so the level of trust between our company and our external counsel is expected to grow and develop over time. If an alternative firm happens to stand out as being good and reliable in terms of experience and quality of service however, we may find ourselves gravitating to them again for future transactions.
AMC: What is the nature of the relationship between CBRE’s in-house function and the business?
AN: We are a focussed group of people; I would like to describe the relationship between CBRE’s in-house function and the business as close. Communication between the legal team and the business is regular and constant. Both teams understand and realise that we share a type of symbiosis. The legal function is there to assist and advise the business function in order that it may fulfill its goals, objectives and targets. From a corporate perspective, our legal team must also function to work with our US based headquarters as well as with our Compliance team to safeguard the rights and interests of the company and prevent, inasmuch as it can, liabilities from arising. Overall, I would say that we work together well; effectively and harmoniously.
|
