Global Insurance Report - EMEA and Asia Pacific
Authors: Carlyle Kingswood Global in collaboration with Legal Monitor. Link to full PDF article here
Listed on the Toronto Stock Exchange, First Quantum Minerals (“FQM”) is a major global copper mining company with a market capitalization of over $10 billion and revenues approaching $3 billion a year and has mines and development projects across five continents. The company has historically focused on Sub-Saharan Africa, however with one of the world’s largest copper mines about to come on-stream in Panama, and development projects in Peru and Argentina, the future is looking more and more global.
Ciaran Boyle has been Senior Counsel at FQM since leaving Baker Botts’ London office in 2017 – a new role created when the departure of the prior GC meant the company secretarial and Legal functions were split out.
Though he works extensively with external counsel and local lawyers at the company’s ground-level operations around the world, his positioning as sole group legal function reflects the ethos of a founder-led company that prides itself on being lean and agile. “There genuinely isn’t a typical day,” Ciaran explains. “We have lawyers on the ground in our various operations, but at a group corporate level, it’s just me. The consequence of that is I’m typically the first port of call to most areas of the corporate business.”
On any given day, the functions that would tend to reach out to him would be Treasury, Finance, Exploration and Corporate Development (M&A). The group also has a trading division entirely in-house, Metal Corp Trading, that Ciaran now advises on a regular basis.
The split of work between these functions naturally varies according to the immediate focus of the business as Ciaran describes. “In the last two years, we have issued approximately $2 billion dollars’ worth of bonds and raised approximately $5 billion dollars across two separate corporate finance deals. Unsurprisingly, those deals are close to all-consuming while they are being executed and I oversee the legal work in relation to them. In between such large financing transactions, I will look to significantly increase my focus on the more ongoing aspects of the business such as treasury, trading, operational and exploration issues. Like all publicly listed companies of our size, there tends to always be some sort of M&A and or/strategic discussions going on, and being involved in those is one of the elements of the job I enjoy the most.”
Some of the aspects of the work were less expected when he took on the role. “There is a lot of disputes work, everything from relatively minor expert procedures right up to billion-dollar litigation and arbitration matters. That was something I hadn’t focused on a huge amount before I joined. In private practice, I was a transactional lawyer, specializing in projects and M&A work in the energy sector. While for obvious reasons we would prefer to have less contentious work, It is a very different skill set, but I have really enjoyed developing the tactical and strategic abilities that are required for such work. We have people in the business that have huge experience in that area and it really has been an excellent opportunity to learn from them, for example, the person I report to who has a commercial projects management role, yet is a trained lawyer and takes a lead role on certain contentious matters.” explains Ciaran.
FQM recently closed a $2.7bn corporate financing. One of the challenges of being sole counsel is balancing the demands of such a deal with the ongoing day-to-day work the role requires. “Just because the company is focused on a huge deal like that, the day to day requirements and ongoing business don’t go away,” Ciaran says. “Some of that work has to be delegated or outsourced, but I make sure that even in the busiest of deal days I will set aside some time to walk around the office or make calls if I am overseas, to check in with colleagues and deals. Predominantly that’s because there will still be decisions that we as the legal team need to make in order to progress the relevant project, but it’s also important to make sure people know that their projects have not become less important and to ensure that they are comfortable with the assistance they are receiving from external providers or others.”
The generalist nature of the role was a big draw to Ciaran, and variety has been a key driver throughout his career. “Even after qualification, I have always tried to gain exposure to as wide a variety of work as possible. That approach brings challenges, and you constantly have to adapt and learn new subject matters and skills, but for me is the most enjoyable aspect of the job. That is why I decided to spend some time in the Middle East. It’s a cliché but true that when you go to an ‘’emerging” market, you are inevitably given a lot more responsibility and are thrown in at the deep end. My experience in Dubai with King & Spalding was that of constantly travelling throughout the region to work for clients of all shapes and sizes: from start-ups to Saudi Aramco, often opposite lawyers with more experience. It really gave me the bug for being a little bit out of my comfort zone, and taught me that if lawyers can marry an attitude of being open to a challenge with a conscientious approach and hard work, they can add value to most deals.”
“When I came to make the move in-house, I wanted to join a company with an entrepreneurial spirit and a structure that would allow you to get closely involved with the commercial team right from the outset of transactions.”
It may have been this attitude that stood out to FQM during the selection process says Ciaran, “I’ve sampled in-house life on a secondment basis at quite a few different companies, and First Quantum is an incredibly unique environment. A huge part of that is the culture created by our CEO and the founders of the company. The key themes that permeate communication from, and the approach of, executive management concern lateral thinking, entrepreneurialism, and developing a vision and understanding at the outset of what the goal to be achieved is, then identifying and executing the quickest route to it. That all sounds incredibly simple and while it is certainly what most companies would aspire to, in my experience it is rare to see it achieved so efficiently in practice.”
“I was interviewed by both the CEO and President of the company. While I am sure they had requirements in terms of experience and qualification, it seemed pretty clear that they were particularly focused on a prospective employee’s ability to take responsibility for getting things done and willingness to take on new roles and challenges”, Ciaran explains.
“It sounds over-simplistic, but we work in a lot of countries all with very different business and social cultures, so I think demonstrating experience of travelling and working in different jurisdictions and with people of different skillsets and backgrounds was important to them. I think people underestimate how much intangible knowledge and ability to influence and get deals done is gathered by having varied professional experiences, particularly ‘on the ground’.”
One of the key differences between private practice and being in-house – particularly in a role like Ciaran’s – is the need not just for the right legal and technical skill set, but the right attitude and approach. “You obviously need to have the legal skills as that is fundamentally what gets you into the room. Where I might be slightly different to some lawyers is that I have never been hesitant to take a position and make decisions, including on those issues that are as much commercial as they are legal. That’s something that really helps me do my job.”
That willingness to take a position is something he sees as key to succeeding in-house. “To really add value and get a seat at the negotiation coalface of a deal, you are going to have to be someone who is willing to take decisions (or at least be part of a group of two or three people who make that decision).”
Perhaps the most significant characteristic of taking on a sole counsel or generalist position is that you will regularly be asked to work on matters on which you have little or no previous experience. This requires a balancing of the need to onboard information about new areas of law with the large workloads and time pressures of a major corporate deal but also taking the kind of clear (albeit informed) stance some lawyers would baulk at, as
“Being adaptable to lots of different work in-house is not just a case of being open to intellectual curiosity. As I mentioned, in an organisation like FQM you will still have to take, substantiate and defend decisions in the business – even in those areas that are new to you.”
FQM does not operate a legal panel and works with a variety of firms across the globe. Ciaran has a very clear vision of what he needs from them, and how the relationship should work.
“Unsurprisingly, we lean heavily on external counsel, but we use a smaller pool of firms than you might imagine. FQM is well known in the mining industry for doing large-scale deals very quickly and efficiently. That means external counsel need to know us and how we work very well in order to assist us on the bigger deals. To build up that kind of institutional knowledge takes time, and while we are open to developing relationships with new firms, it would be difficult to develop that kind of close relationship with too large a group.”
FQM has grown exponentially over the last decade, so the company is still developing its approach to engaging external counsel. Ciaran has been tasked with ensuring that as the company continues to grow; relationships with advisors are managed efficiently and in a streamlined fashion that reflects FQM’s flexibility, agility and commitment to keeping itself lean.
This is not just to cut costs Ciaran explains, but to improve efficiency – “FQM is not a particularly territorial environment and is extremely collegial, so while we would not want a model whereby the legal team are the gatekeepers to all interactions with advisors, it’s very expensive if everyone has a direct line to external counsel. If we structure the team and communication sensibly, the deal runs more efficiently. It tends to ensure that there’s a consistent messaging to your external counsel, but it also means that within FQM, we are talking more. Because if we’re coming together and saying, ‘OK, between the three of us we need to give instruction to counsel, what’s our consolidated position?’ that’s helping us do things a little bit better and quicker.”
Ciaran recognises that the infrastructure and critical mass to handle major deals isn’t hard to find in law firms, but what it boils down to is not just possessing the necessary legal and technical expertise, but chemistry – and this is true whether it’s choosing external counsel, or considering expanding the legal team in future.
“One of the things that First Quantum does really well is assign small groups of resourceful people to a deal, and management will entrust those people to achieve a goal quickly. They are given quite a large amount of autonomy to do that. So the key for me is the individual. Is this person someone the people running the deal can work with, and will they help or hinder First Quantum doing deals in the manner that has helped First Quantum achieve what it has to date?”
So what advice would he give someone considering an in-house move?
“I think it’s very important for a lawyer who is thinking about making the move in-house to a role like this is to be very honest with yourself about what your strengths and weaknesses are. If you can be honest in that analysis you will be able to decide whether you are suited to this type of role, and more importantly, whether you will enjoy it,” He says. “Because as much as it’s slightly nerve-wracking, particularly at the outset, if you can embrace it, it’s quite liberating.”
He believes it’s good to get a taste of in-house life first – and not to judge it too early. “I’d encourage anyone who is thinking about going in-house to do a secondment, more than one if possible, as there are oceans of possibilities in house with companies of very different size and culture. And for the first few months after making the move, don’t make any firm judgements. There can be an ebb and flow to in-house work, so it’s important to see how things even out over the course of a few months or even a year. In particular, there are often less creature comforts than you might have had at law firms, so the initial culture shock can sometimes be demotivating, but those things are usually pretty superficial and you realise pretty soon they don’t move the needle in terms of what you really care about. In my experience, in the end, the pros significantly outweigh the cons.”
What did Ciaran learn from his own experience that he would pass on? “As lawyers, we are understandably trained to focus on the law and documents, so there is a temptation to jump into the more academic stuff in terms of reading into the industry, rules and regulations etc. and I spent a significant amount of time doing that,” he admits. “And that’s all great, you have to do it because you have to have that substantial knowledge to do the job. However, I would say it’s even more important to really build up your understanding of the business and the people. What’s the culture of the business? How do we do operate in different parts of the world? What about the individuals you are dealing with on a daily basis? How do they work and what sort of service do they want from in-house counsel? It important to think a lot about that and it should be an ongoing exercise.”
It’s also crucial to be seen as part of the team getting the deal done, not simply a risk review function at the end. “You need to be a person that they feel they should call or, even better, that they want to call. That doesn’t necessarily flow from them thinking you’re an excellent lawyer – although I’m sure that would help! It flows from being the sort of person they want to have on the team with them, that they think has their back and that they actually enjoy working with. You can’t underestimate that."
By Catherine McGregor, GLL Ambassador, 3 June 2019
Illustration on main tile sourced from Goal Cast https://www.goalcast.com/2017/08/22/comfort-zone-killing-you-how-to-beat-it/