Recently relocated to Singapore, Andrea Ng specializes in leveraged acquisition finance at Allen & Overy. In this interview with Asia Law Portal, she discusses the importance of Diversity & Inclusion in legal services from her perspective of working within a Magic Circle law firm during her time in London. She also discusses how she and her colleagues coped with remote work during the pandemic – and what is most important for the banking services sector to consider in today’s market.
What inspired you to attend law school and become a banking lawyer?
Honestly, I went into law school without knowing if I want to be a lawyer! What I did know is that a law degree will future proof myself and enable me to be a critical thinker, a quick learner and a fast reader – skills which are enormously helpful in any job.
Now that I am a transactional lawyer, I love the satisfaction of getting things done – nothing feels better than ticking off an item on my conditions precedent list. I also like that all banking deals share the same principles fundamentally, yet there is a world of financing products that you can advise on for variety – from the fast-paced leveraged finance world to more tangible project finance deals.
You have made a few international moves over the course of your career: first from Hong Kong to London 7 years ago, and now from London to Singapore. What prompted these moves and how have they impacted your career?
As a trainee in Hong Kong, I was lucky to have the opportunity to do a secondment in London. At the end of it, I must have convinced the partner that I am somewhat useful, because they asked me to join them as a newly qualified. I took up the offer without hesitation, knowing that working in London will be good for my CV. So I went back to Hong Kong, packed my bags and relocated.
Being in London propelled my career forward as a banking lawyer. It taught me how to survive outside of my comfort zone. Very often I’d go into meetings with clients as the only Asian, and the only female. The experience shaped me tremendously. The lack of hierarchy in the office was refreshing and I liked that the partners were better at drawing boundaries and respecting work-life balance. All these set the backbone of my work style nowadays.
Brexit combined with Covid took away some of the shine off London, so my then-fiancé (who is Singaporean) and I decided that it’s time that we return to Asia. It was a tough choice between Singapore and Hong Kong, but in the end we chose Singapore because of the higher quality of life it has to offer.
A&O have one of the leading Leveraged Finance practices in the world and we advised on more deals by value than any other law firm last year. I am proud to be part of our top-tier practice in APAC with teams that truly work seamlessly across the region; in the month since I started, I have already worked on deals led by banking partners in Beijing, Hong Kong, Singapore and Seoul. It is exciting to be contributing to the narrative in the fastest growing part of the world and the entrepreneurial spirit on the ground is electrifying.
Over the years you’ve developed a specialism in the Leveraged Finance practice. Tell us more about this practice.
Leveraged Finance is about acquisition. It uses a large amount of debt and little equity (usually between 30-45%) to finance the purchase of investment assets through a SPV which is often backed by a sponsor. Private equity firms and leveraged buyout firms will seek to employ as much leverage as possible to enhance their investment’s IRR (internal rate of return). The ability to pay interests is predominantly dependent on the cashflow of the target’s business. The security and guarantee package on our deals tend to be more selective.
It’s undeniable that Leveraged Finance has a reputation amongst both bankers and lawyers to be intense! Case in point: just earlier this month our team was asked to advise several banks on the financing of a potential acquisition and the sponsor’s lawyers sent us draft commitment papers on Sunday, with signing envisaged within a week’s time. What added to the intensity was that the banks had to be kept separate (to maintain competitiveness amongst them) and we had to advise on a “virtue tree basis”. This meant we as lenders’ counsel had to communicate with each bank independently of each other and calls had to be held with each bank one by one; this practice is very common on leveraged finance deals in Europe and APAC. I hit a personal record high utilisation rate during that week.
The tight timing is usually driven by bid submission deadlines. It is important for the sponsor to demonstrate to the seller that it has “certainty of funding” from its funders by the time it submits the bid. If the sponsor wins the bid, then we will continue to advise the banks, all the way through to closing of the funding and acquisition.
What are the hot topics that your clients have been thinking about in the last 12 months?
The pandemic put a massive strain on a lot of businesses’ cashflow. At the beginning of the pandemic, a lot of companies had to maximise their working capital facility to keep their businesses afloat and pay their staff and suppliers. After the initial frenzy stabilised, we then saw a wave of consent and amendment requests coming from borrowers: adjusting undertakings and financial covenants to avoid breaches at year end. Top-tier sponsors tested the market (but often unsuccessfully) with proposals to add back Covid-related losses (in particular lost revenue) in its EBITDA for the purposes of the covenants. ESG components in leveraged deals also started to take shape and become more prevalent.
You have a passion for racial and gender diversity in the legal industry and was also part of the Race and Ethnicity Committee in A&O. Tell us more about this.
“We cannot change what we are not aware of, and once we are aware, we cannot help but change.” – Sheryl Sandberg.
True story: at the beginning of the pandemic, as London was preparing to go into lockdown, we were told to stay home and work remotely. Through casual conversations I learnt that several junior Asian lawyers were worried about having to survive alone in their small rental flat in London in the foreseeable months. They wanted to go home in their home country and work from there, but no one knew who to ask. It was all “unprecedented times”, afterall.
I quickly realised that it wasn’t an isolated issue and initiated discussions with various stakeholders within the firm. After several conversations, I found out that in fact the office had reached out to fee earners who were sent out on short-term international secondment to support their way back to the UK, ahead of international borders closing down. What the firm had not noticed is this group of lawyers who were actually in the reverse position yet facing the same problems, with homes elsewhere but working in London.
With the support of partners and HR, we were able to get clarity on some of the red tapes around solicitors working overseas, such as licensing requirement, tax risks and work visa issues etc. Eventually, it led to the establishment of a cross-border remote working policy.
The issue was overlooked, only because no one had raised it. And no one had raised it, because there was no representation within those who were making decisions. Once it was raised, it all made sense, and “we cannot help but change”.
As one of the few Asian senior associates in the London office, I am aware first-hand the challenges that an ethnic minority has to overcome in order to perform in this environment. The extra effort and considerations one has to put in to level the playing field: does not having a British accent take away your chance as a litigator; is it acceptable to take the night off on Lunar New Year?
I believe that representation is the key to making change. I began representing the firm’s Society of East Asian Lawyers affinity group (first of its kind in London) in racial discussions, and writing about diversity and inclusion (D&I) (https://noticed.org.uk/how-to-transform-di-from-buzzwords-to-actual-results-things-you-can-do/). It is amazing to see the amount of investment A&O has put into its D&I initiatives. And it was an honour to serve on the Race and Ethnicity Committee which set the direction on racial equality before I left London.
Being in SG where multiculturalism is weaved into the daily lives of Singapore, the diversity discussion is obviously set in a different context. One thing for sure is that much work is still required both on gender and racial diversity in the legal industry.
What tips do you have for junior lawyers who are considering an international practice?
If you want an international practice, choose one that is actually transferable (e.g. banking, funds or international arbitration are more transferable than a more regional practice like tax or real estate). I undertook the Qualified Lawyer Transfer Scheme (QLTS) to become English-qualified as soon as I relocated to London, and, on hindsight, I am glad I did because it is so much harder to find time to study when you get more senior (or just older in general!) and have more responsibilities. It is also nice knowing that I would very likely have been one of the youngest to get dual-qualified in Hong Kong and England & Wales.
Lastly, if possible, always keep your options open and future proof yourself. Never be afraid to be pro-active – send that extra thank you email and schedule that extra coffee catch up. Your future-self will thank you.