Lachlan Low, White & Case counsel, talks cross-border work, ESG and how to demonstrate commercial awareness
“One day really doesn’t look like the next,” smiles Lachlan Low, counsel at White & Case, as he describes his typical workdays. For example, he tells me that just prior to our chat, he had been in vacation scheme interviews — a new addition to his mornings during the past week. “Usually, however, I’ll try and be in the office for around 9 am, deal with any emails that have come through already and prep for upcoming meetings. I’ll get some work done once I’ve sorted through that, and come afternoon, I try and go for a lunchtime run along the river once a week,” says Low who works in the firm’s busy global M&A and corporate practice.
Frequently advising on multi-jurisdictional matters, Low goes on to discuss the biggest challenges he faces when navigating these. “One of the main issues is just pure practicalities — if you’ve got a transaction with a presence in Australia, the UK and the US, just finding times that work for an urgent call can be hugely challenging” he notes.
Beyond this, however, there’s a further hurdle. “You’ve got sets of lawyers who each know their jurisdiction’s laws inside and out, so it really becomes a matter of communication. You have to understand that someone else’s perspective on exactly the same problem can be very different, because they’re coming at it from a different angle,” Low explains. And it’s not just a matter of different jurisdictions having different laws; it’s also about the different ways in which law is taught between jurisdictions which affects how lawyers approach a problem.
“If you’ve got a system that is heavily codified where you follow the rulebook closely, that’s going to be very different from a common law system based on precedent, where judges have more leeway,” he says. “Of course, the flipside to these challenges is that the complexities of multi-jurisdictional work can be intellectually stimulating and makes the work very rewarding.”
I went on to ask Low about the manner in which Environmental, Social and Governance (ESG) is often conceptualised as a monolithic entity, when in fact, it is comprised of a range of distinct factors. I wanted to hear how, in his experience, clients’ ESG priorities differ based on their size and maturity. “From our clients’ perspective, if we’re assuming they’re corporates, their ESG journey really depends on their development and the industry they’re in.” Illustrating with an example, Low notes that a FTSE 100 oil and gas company is arguably at the cutting edge of ESG in terms of the energy transition and balancing the competing interests of its stakeholders as they are in the spotlight and usually have deep pockets to invest in ESG. On the other hand, a smaller company that’s about to IPO, regardless of the industry it’s in, is likely to focus predominantly on the governance side of ESG. After all, it needs to ensure compliance with the listing rules and ensure investor confidence in order to list.
Staying on the theme of corporate governance, I ask Low about his role managing White & Case’s Public Advisory Team, and the kinds of legal advice that listed companies require outside of their deal cycles. “I’m also a chartered company secretary, and essentially our role in this team is to advise listed companies on their continuing obligations throughout the year,” he explains. This covers everything compliance-based to do with the Companies Act, listing rules, disclosure and transparency rules and the market abuse regulation. For instance, if a public company is about to sell one of its divisions, the team tackles a range of issues that arise. “We advise the disclosure committee on whether that fact is inside information, whether announcing this to the market can be delayed, record-keeping issues related to this and who can trade in its securities if there are employee share options,” he elaborates.
Low goes on to explain how ESG considerations actually come into play in the M&A context.
“We’re seeing an increasing number of deals that have warranty and indemnity insurance behind them. If you’ve got a clothing manufacturer, the buyer and insurance providers are arguably going to be more focused on the supply chain. So, for these sort of companies we’re considering whether the seller has got their Modern Slavery Act compliance statements ready, whether they’ve diligenced the supply chain to ensure the target is not using forced labour, for instance,” says Low.
He continues: “The governance piece concerns what the deal actually looks like. So, if you’re entering into a joint venture, you need to consider who has a seat at the board table and how decision-making in the joint venture will operate in practice.” Low points out that this is fairly standard and does not seem to be changing very much with the increased emphasis on ESG in recent years. “Where we are seeing change is around continuing obligations; the disclosures that companies have to make in their annual accounts, whether that’s listed or private companies, to ensure compliance with the (largely) environmental regulations that are coming out, but the building blocks of how companies are governed isn’t really changing” he notes.
I also asked Low about the time he spent in-house at a biopharmaceutical company and why he decided to come back to private practice. “It was a fascinating experience. The beauty of it was that absolutely everything came across my desk. I became the health and safety officer, I did the M&A work, I was involved in doing the incentives and rewards and was also responsible for employment throughout Europe,” he says. With such a varied workload, Low was able to use this stint to understand which practice areas he was most suited to, and which didn’t quite align with his strengths and interests.
He explains his decision to come back to private practice was one to do with the differing weights that companies place on the legal function. “When you’re in-house, your role is a cost function of the company. You really have to work with the business to help them understand the value you bring, so that you are not viewed as a roadblock to their plans, but rather as providing a valuable facilitator as well as a risk management role,” Low explains. He contrasts this with the environment in private practice, where engagement is predominantly with other lawyers, as companies have already made the decision to get lawyers involved.
Ultimately, Low stresses the importance of lawyers getting secondment experience during their career, because of the insights into client delivery it offers. “Now, in the Public Company Advisory Team, I essentially offer the same services that I needed as in-house lawyer in a part-listed public company. So, having that perspective from the other side of the table was incredibly helpful,” he explains.
Approaching the end of our conversation, I ask Low about how applicants can best demonstrate their commercial awareness at assessment centres. “If a candidate says they have any sort of work experience, commercial awareness is about showing that they really understand what they’ve been doing. Even if it’s the most mundane administrative task, try and contextualise it by discussing its role in the bigger picture,” he says.
Low also advises against trying to say what you think the interviewer would like to hear and making it flow naturally. “I always say that the best interviews are a conversation. Be prepared with the information you’ve got, but the best candidates are not waiting to drop in a particular fact or piece of information. They have a broad enough knowledge that they can hold their ground wherever the interview goes,” Low notes.
Lachlan Low will be speaking at ‘The growing significance of ESG in the M&A world — with White & Case’ a virtual student event taking place on Tuesday 19 March. Apply now to attend.
About Legal Cheek Careers posts.
