Crossing the divide

Su Yanan, the legal director of Chinalife Capital, previously worked at King & Wood Mallesons. What made her change her career direction to corporate counsel in a state-owned enterprise, and what are her observations since that change? Here she shares her experiences with China Business Law Journal

CBLJ: What contributed to your decision to change from a lawyer at King & Wood Mallesons to a corporate counsel in Chinalife Capital, and what do you see as the main differences between the two roles?

Su Yanan: My career planning in the past was to work in the law firm and become a partner. In fact, the process was relatively smooth. The reason for this change is that, with the improvement of professional ability, I found that the lawyers’ scope of work in a whole transaction is still relatively narrow.

Although as a commercial lawyer I tried to understand the market practices and clients’ business demands as much as possible, lawyers are still unable to know many things [if they do not work] in the companies of the trading parties. These considerations often determine the direction and the final landing of the transactions. In addition, in an M&A transaction, for which I was responsible as a lawyer at the beginning of 2017, the seller finally decided to abandon the transaction after the negotiations lasted more than a year, which made me feel the powerlessness of being a professional.

At the same time, as a client of King & Wood Mallesons, Chinalife had given me the opportunity to work with its team. Its market sensitivity and professional ability have changed my impression of traditional state-owned enterprises (SOEs). Chinalife has also completed many M&A transactions influencing the market. Therefore, I finally decided to transform from a lawyer to a corporate counsel.

A corporate counsel is very different from a professional lawyer. The obvious difference is the broader scope of work. For example, in addition to legal work, my current department also assumes the functions of compliance, internal control and risk management. Therefore, I am responsible for the construction of new work modules and content in addition to the work of my previous profession.

A deeper difference is that corporate legal affairs require a higher ability to comprehensively analyze and deal with problems. Clients usually specify the background and focus, and sometimes list each legal issue to be understood, in their work instructions for lawyers.

However, a corporate counsel needs to fully understand not only the conditions and investment strategy, and preferences of the company, supervision received, team work habits, etc., but also the above matters of the fund LP, so as to conduct an analysis for each transaction, from which to extract the legal issues that need to be resolved. Sometimes a seemingly weak related factor may have a significant impact on a transaction. Of course, if we acquire the above-mentioned capabilities, they will also help facilitate transactions, and investment teams will have more trust and dependence on you.