In a lively discussion at the ALB In-house Legal Summit in Hong Kong in September, a panel of senior in-house lawyers discussed how to manage their image internally.

Policeman? Good cop or bad cop? General practitioner and counsellor? Martyr, mediator or even priest? As the importance of in-house legal counsel in Asia grows, lawyers are having a variety of roles thrust upon them, and they are having to play them effectively. In a lively discussion at the ALB In-house Legal Summit in Hong Kong in September, a panel of senior in-house lawyers discussed how to manage their image internally.

Morgan Stanley vice president and attorney James Bidlake likened his role at the bank to that of a GP. "On a day-to-day basis I liken what I do to being a bit like a general practitioner or a doctor, to the extent that my internal clients can come to me, and they may have ailments or complaints, and I give them medicine, as well as help them to understand where I am coming from by explaining the medicine I am doling out."

Jonathan Ross, regional counsel and head of compliance for Aegon USA and subsidiary Transamerica Life Insurance, said his role is twofold. "My role, rather than being a doctor, is more a combination of priest and policeman," Ross told delegates. "I guess as regional counsel I see myself more as a priest in that I don't think people are coming to me when they are sick, but they are coming to me for advice in general daily life, and as compliance officer I am more like a policeman, trying to make sure that people don't get into trouble, or if they do get into trouble, detecting that."

DBS Bank head of legal for China, Teresa Mei Huang, said her role is strategic risk management, helping the bank conduct business in an evaluated legal environment - the same as for the credit or compliance sides of the business. She said her job is to facilitate, if possible, the commercial aims of the business, rather than play bad cop and say no.

The panelists agreed that in-house lawyers sometimes have to play roles that they ideally may like to avoid - and one is being the scapegoat. "There is a fine line between somebody who comes to you because they want an answer, and somebody who comes to you because they want somebody else to be responsible for whatever answer it is that they want to hear," Jonathan Ross told delegates. Jasmine Karimi, Techtronic Industries senior counsel, said she is also often given the unpleasant tasks. "You generally become the bearer of bad news. If anyone wants something negative to be portrayed internally and it has even a sprinkling of legal attached to it, because you are the lawyer and are supposed to be a neutral party, you are the chosen one to be the deliverer of bad news," Karimi said. "As an in-house lawyer, you are often forcibly 'volunteered' to stand in front of the firing squad, and if there is something that goes wrong, it is apparently very easy to say blame the lawyer." She also said she is often called upon to play mediator and facilitator if there is a deadlock internally on a business decision.

So in carrying out these roles, what image do in-house lawyers hope to project? "It is someone who is hopefully approachable, someone they can come to in order to seek advice and counsel, and someone who has the ability to see where their commercial realities lie and to provide advice based on their objectives and ambitions," Bidlake told delegates.

"The image I think I project and what internal clients think might be night and day," Techtronic Industries' Karimi said. "For the most part as a lawyer, the first thing you want to do is project an image of someone who is above all trustworthy, because then they can come to you for anything and everything." In addition, Karimi said that showing you are business savvy is also essential, to show you are not just there to give a legal answer.

Lawyers were divided on whether being a lawyer required the individual to wear a suit, and dress professionally for internal clients. While in Asian companies lawyers were more obliged to wear suits to convey professionalism, American companies were much more likely to be lenient, and fitting in with the culture dictated casual clothes.

M&A of listed companies in the PRC: Jun He Law Offices
With the taking private of public companies a growing trend across the globe, Jun He Law Offices partner Chunyang Shao and senior counsel Yuenjiao Zhang dissected the practicalities of public M&A in the PRC. The firm detailed the relevant legal framework, such as the new PRC Company Law and new PRC Securities Law, the pros and cons of undertaking these transactions, and the qualifications and restrictions placed on investors. The lawyers then went on to detail the implications of the new anti-monopoly law and antitrust regime in the PRC for the public M&A transactions of foreign investors.

Private equity in China: Llinks Law Offices
Although private equity is an increasingly perplexing arena for foreign investors, Llinks Law Offices sought to demystify the state of play for private equity investors in China. Partner David Yu and senior lawyer Patrick Chen provided an overview of the relevant regulations, looking with particular detail at the recent amendments to China's Partnership Enterprise Law, which paved the way for Chinese individual and institutional investors to set up limited liability partnerships - the well-established form most venture capital and private equity funds take. The lawyers also revealed the opportunities that such recent regulatory changes have given foreign investment firms in the PRC, such as setting up with Chinese partners.

M&A of private companies in the PRC: Sino-West Law Associates
Another crucial area of the merger market in the PRC, Sino-West Law Associates partner Gordon Lin gave an overview of the various authorities in the PRC that weigh in on M&A transactions (such as the State Assets Supervision and Administration Committee (SASAC)), their "power allocation" and the procedures businesses need to be aware of to ensure a smooth China experience. Lin went on to outline new issues surrounding special purpose vehicles (SPVs), and the legal hurdles companies need to be aware of if PRC assets are inserted into the listing pool of an overseas IPO.

Implications of the new PRC Employment Contract Law: TransAsia Lawyers
The ink is dry on China's new Employment Contract Law, but the implications for local and foreign businesses alike are still emerging. Senior partner from TransAsia Lawyers, Isabelle Wan, gave the new legislation a thorough analysis, from a broad overview of the key points of interest down to a consideration of the nitty gritty details likely to trip up businesses. They included consideration of the law's impact on local government rules, the key functions of company policy and an Employee Handbook, drafting employment contracts, part-time working hours, legal liabilities of employment, the special requirements in non-fixed term contracts, and effective handling of labour disputes.

IP protection in the PRC: DeHeng Law Offices
Intellectual property protection is one of the biggest concerns for foreign enterprises operating in the PRC, and is increasingly a topic of interest for local businesses expanding overseas into markets such as the US. Specialist in IP law in China, DeHeng Law Offices' senior partner Albert Chan, patent attorney Yong Liang and partner Paul Wang offered a workshop covering the IP protection afforded to Chinese businesses operating in the US and the strategies they should take in protecting their interests abroad. The presentation also covered the dos and don'ts of filing patent applications in China, and the IP considerations that should be made in venture capital transactions.

Dispute resolution in Mainland China: Duan & Duan Law Firm
Dispute resolution in Mainland China is often seen as a headache for foreign investors, and Duan & Duan set out to give some tips that could help ease the pain. Partners William Wu and Gary Gao, along with senior associate Jason Ju, gave an overview of the resolution environment in China and the relevant laws and regulations, then compared and contrasted the rewards and benefits of resolution by court system, by administrative proceedings and lastly by arbitration. The firm then elaborated on the experience it had gained through handling civil disputes such as Microsoft v Mitsubishi Elevator, eBay online copyright infringement cases and GSK personal injury cases.

Corporate risk: Control Risks
As a developing market, Asia is one of the biggest hotspots for company fraud, and no one is more aware of this than in-house counsel responsible for policing internal company crime. In an enlightening and sometimes disconcerting presentation, Control Risks director of investigative services, Ken Farrow, looked at the key indicators of fraud within organisations, the need to perform thorough due diligence to prevent and control fraud within companies, and the global manifestations of fraud. Farrow gave in-house counsel a roadmap to start looking at the issue of fraud in their organisations, and outlined a thorough process for lawyers to use for fraud investigation and prevention.