We asked Maree Myerscough, general counsel at Conergy and the winner of the General Commercial Individual of the Year award at the 2018 Global Counsel Awards, her opinion on what it takes to be a successful in-house counsel, the best way to advise senior leadership and what winning the award meant to her.
Describe your current role (responsibilities, size of team, structure).
I am the general counsel for Conergy, a renewable energy company that develops, builds, owns and operates solar power generation assets.
I am responsible for managing Conergy’s legal affairs and a member of the senior management team.Our legal department provides legal advice and transaction support for each of Conergy’s business units and includes senior legal counsel Martijn van Bemmel and legal manager Sharona Mogan. Within my role I also provide strategic advice to our directors on investment opportunities, corporate governance and general commercial matters and manage and mitigate disputes across the region. Recently, I have been involved in developing a compliance programme tailored to the unique needs of our business.
When I first joined the company, management’s key focus was to ensure that the in-house legal function translated into lower external legal expenses. My role evolved as our business recognised the value of having someone with legal training and transactional experience offer advice and insights on the various challenges facing our business.
**Macquarie’s Green Investment Group announced in August 2018 the acquisition of Conergy’s solar development portfolio and team to further bolster its global renewable team and develop its solar platform.
What led you to a career in-house?
I began my legal career with Mallesons in Sydney, before relocating to Singapore in 2007 to join the project development and finance team at Latham & Watkins. I worked in private practice for far longer than I ever imagined (almost 10 years) but gained invaluable experience working with some truly talented lawyers on various (and often crazy!) projects throughout the Asia-Pacific region.
Within project finance, I represented both banks/financiers and project developers or sponsors.I tended to enjoy the sponsor representation roles because I found it fascinating to interact with the commercial and technical teams and learn about their respective businesses and industry.
Finally, the ‘perfect’ in-house role for me came along – a role in project finance with an NYSE listed renewable energy company. It was a wonderful role within a large and structured legal team in an exciting and fast-growing company. And then the company went ‘spectacularly’ bankrupt.While this was disappointing for our whole team, it proved an invaluable learning experience and ultimately led to my next opportunity with Conergy.
Initially, I wasn’t so keen on the role at Conergy, which would essentially be a sole regional counsel role.The company had no established legal function in Asia so in many ways, I would be starting from scratch.Frankly, it was a big step for me to take at that point in my career and it was certainly the least safe choice of the career options I was considering at the time.But, it proved to be a great fit – I joined an excellent team and embraced the opportunity to step out of my comfort zone and delve into areas I didn’t have much experience with, such as managing disputes and acting in an advisory role to our board.
In your current role, what is the most challenging situation that you have faced? What are the most significant challenges that in-house lawyers are likely to face over the next few years?
The solar energy sector, within the renewable energy industry is very volatile, as many markets are still heavily regulated. Even though the cost of solar energy has become competitive, market development still depends on political support of renewables. When you combine this with the fact that our group operates in developing markets in both mature and emerging economies, there really is ‘never a dull day’ at Conergy.
In addition, our company has been acquired twice within one year – firstly by private equity investors and more recently by Macquarie, as a strategic buyer.I am sure that any in-house lawyer who has supported the target of an M&A process will understand the complexities and demands that puts on you and your team, particularly in the case of an asset sale. However, it has been a fascinating process to be a part of and I have been fortunate to be involved in far more than just the ‘legal stuff’, including business integration and change management issues.
I am sure many in-house counsel can relate to the notion that it is in times of crisis and high pressure that our skills and experience become even more valued. Lawyers who can demonstrate they understand business needs and can effectively communicate will thrive.
Are there particular types of legal issues that you routinely refer to outside counsel? And what kind of matters do you tend to handle in-house?
Our team handles most of our day-to-day legal needs in-house, drawing from our prior experiences to provide the bespoke advice our business needs.However, working in the diverse Asia-Pacific markets means that we need to refer local law issues to outside counsel.For instance, when assessing our entry into a new market (eg, Indonesia and Vietnam) we engaged outside counsel to help us understand our various legal options.We also engage outside counsel to represent us in formal dispute matters.We currently have outside counsel engaged in a litigation matter in Tokyo and an arbitration with SIAC in Singapore.
It is important that in each of our jurisdictions, we have excellent external counsel who understand the nuances of our business and can tailor their advice accordingly.To this end, I spend time sharing with our outside counsel about the ‘bigger picture’ beyond simply the legal issue at hand.I believe that by providing insights into our broader business strategies and sharing details of the smaller things, such as the personalities involved, our outside counsel will be equipped to tailor their advice to suit our business needs.
I also believe it is essential to develop a good, trusting relationship with your outside counsel.And that trust works both ways – they know that I am not going to simply throw them a last minute ‘hospital pass’ and disappear for the weekend.
What do you consider to be the essential qualities for a successful in-house lawyer?
Ultimately, I believe that the ability to effectively communicate and deliver your advice will make you a successful in-house lawyer and valued business partner.
To this end, it is important that we provide advice in an accessible, down-to-earth manner to enable our commercial peers from different technical and functional backgrounds understand the legal risks and proposed solutions within their commercial context. Our legal department also makes efforts to learn our industry’s lingo and considers the cultural context for each matter or project we are working on.
Our legal department prides itself on being approachable and listening to understand. I also think my willingness to roll my sleeves up and go ‘into the trenches’ with the team when times get tough helped earn me the respect and trust of my management and colleagues.And respect earned goes a long way.
What’s important for in-house counsel to consider when advising senior leadership?
When advising senior leadership your focus must extend beyond pure legal advice and be provided in the context of the business and its strategic internal and external goals.As in-house counsel, we need to understand the bigger business picture and internal dynamics to provide advice that is tailored to the situation. By understanding the external and internal forces my company is exposed to, and with this, the challenges that our senior management are focused on, I have developed our legal department into a strategic business function that actively supports the business, optimizing the use of the legal frameworks of the jurisdictions we operate in.
How does the legal department contribute to your company’s growth?
Since establishing our legal department, there has been a heightened awareness of the legal risks affecting our business.
As our business teams feel supported and comfortable about approaching our department with legal issues that arise (and before they arise), we have been afforded greater visibility as to the commercial issues affecting the business.Such early and commercial insights allow us to better help our business mitigate potential risks, contributing to sustainable growth.
Our legal department also plays a very important role in bridging the gaps that can exist between our different business units – because we work with each of them on their various projects. There have been countless times where our legal department has flagged an issue to one team that another team was also dealing with or connected project teams from different country-teams to share their experience on a matter.I have also developed an excellent working relationship with our CFO which helps us to ensure that our company’s legal and finance needs are aligned.
With regard to your industry, are there any significant developments worth highlighting?
Within the renewable energy space, Conergy needs to be very agile in its approach to potential opportunities and the inherent risks that come with them.The decreasing cost of solar energy, and increasing demand for this green energy source present immense challenges and opportunities for our business.
Solar energy has moved away from the subsidy-based system of earlier generations to one that is able to compete with conventional power sources. This is a paradigm shift for the entire power industry.However, for solar energy to able to genuinely compete it must be within a legitimately free market, free of the political and regulatory restrictions which still exist in many markets, including in Southeast Asia.Eventually, the compelling economics will highlight the risks of power producers that rely on conventional power generation assets and lead to a further acceleration in the growth of renewables, particularly in solar.
If not a lawyer, what would you be?
What did winning a Global Counsel Award mean to you?
Before I was nominated for the Asia-Pacific Counsel Awards I was not even aware that such awards existed for in-house counsel, so to go on and win a Global Counsel Award has been an incredibly humbling experience.
I believe the award is not just recognition for myself, but also our legal department and our broader team at Conergy.Given we are a relatively small company on the global stage, the Award has been a great source of pride and inspiration for our whole team.The support I received from my colleagues has been incredible – and the shared excitement that ‘one of us’ had won an award is testament to the excellent team we have built at Conergy.It has also been a great source of shared pride as our company prepares to integrate into Macquarie’s Green Investment Group.
The purpose of the Global Counsel Awards is to identify those in-house counsel, both teams and individuals that excel in their specific roles. The primary aim is to reward lawyers for demonstrable achievements across the full spectrum of in-house responsibility, not simply those who have acted on high-profile transactions.