Regional Legal Counsel, APAC
Job Title: Regional Legal Counsel, APAC
Reporting to: Group Head of Legal
Location: Melbourne or Sydney, Australia
Business Division: APAC
About John Laing:
John Laing Group (JLG) is a leading international investor across a range of infrastructure sectors. We are a responsible investor, committed to delivering critical and enduring infrastructure which responds to public needs and improves the lives of the communities we serve.
Today the Group has investments and operations in seven countries, and employs over 150 people at offices in London, Schiphol, Melbourne, Sydney, New York, Los Angeles and Bogota. We invest in greenfield projects and in businesses which develop and own infrastructure assets. We are FTSE 250 listed with a Net Asset Value of £1.5 billion as at 31 December 2020 and a market capitalisation of £1.6 billion.
John Laing is one of the world’s most trusted names in greenfield infrastructure. During our long history, we have invested in over 150 projects, and as a result have developed strong credentials and a network of valuable relationships with both construction partners and clients. At its core, John Laing creates value through sourcing primary investments, active asset management and realising secondary assets for value. Our greenfield heritage, active asset management expertise, international footprint and partner relationships are key differentiators. These competitive strengths underpin a consistently strong investment track record in PPP projects, particularly in the transport and social infrastructure sectors. Since IPO, we have realised assets at an average multiple of cash invested of over three times.
The Group’s history has been one of constant evolution and growth, and this remains the case today. The fundamental drivers of infrastructure investment are stronger than ever – population growth, climate change, energy transition, urbanisation and the ever-increasing need for digital connectivity. Following the appointment of Ben Loomes as Chief Executive in May 2020, the Group launched a new strategy aimed at evolving John Laing into a leading international investment platform and manager of balance sheet and third-party capital across a range of infrastructure sectors.
We plan to build John Laing into a broader infrastructure investment platform with complementary investment businesses; a strong Greenfield PPP & Projects business, with a second engine for growth in mid-market Core-plus infrastructure. Over time, there is also a clear opportunity to build a third-party capital business alongside investing our own balance sheet. Our strategy seeks to build on our strengths and ensure we are well-positioned to capitalise on structurally favourable end markets. This is an exciting time to join a business that makes a real difference to society as it embarks on the next stage of its growth and evolution.
To create value for all our stakeholders by investing in, developing and managing infrastructure projects which respond to public needs, foster sustainable growth and improve the lives of communities around the world.
Ownership: We take personal and collective responsibility for our contributions to the business, reflecting the ethics, inclusivity and integrity of our purpose.
Empowerment: We trust our colleagues to do their best work for our business, wherever they are, giving them the tools, skills and support they need in order to do their best and reach their full potential.
Growth Mindset: We are open minded and alive to learning new things and spotting new opportunities. We’re continually looking for ways to improve, so that we develop as individuals and contribute to the growth of our business and communities in which we work.
Shared Prosperity: We believe that our success can only come from collective results, where outcomes are aligned and benefits are realised for all stakeholders.
The Role: Regional Legal Counsel, APAC
In this newly created role you would become a key member of a small cohesive legal team, reporting directly to John Needham, Group Head of Legal (GHL), who is based in London, together with a secondary reporting line to Justin Bailey, Regional Managing Director, APAC.
This dynamic and varied position presents a rare opportunity to join a thriving and diverse FTSE listed infrastructure investment company, and to contribute to the establishment of a dedicated legal function in APAC. This senior role will encompass legal and commercial support to the Primary Investment (“PI”) teams, the Asset Management (“AM”) teams, and senior management, predominantly in Australia across a broad range matters, and asset classes. The role also extends to the provision of direct support to the Group central legal function, and will involve working very closely alongside the Regional Legal Counsels in Europe and North America.
Purpose of the role:
To act as a true business partner in the provision of legal and commercial advice, and to ensure the effectiveness of a fully collaborative legal functional platform.
The evaluation and mitigation of legal and commercial risks in the context of (a) prospective project investments and acquisitions, (b) the operational performance of assets, and (c) the ultimate divestment of assets.
The provision of legal advice and support in the context of distressed asset situations or disputes, particularly concerning John Laing’s operational assets.
To ensure that Group legal policies, procedures and guidelines are adhered and to contribute to the preparation and submission of papers for the Group Investment Committee (IC) and the Group Portfolio Review and Valuation Committee (PRVC), and to attend those committee meetings when required.
A more granular outline of the main functional activities is attached at Appendix 1.
· Building strong working relationships with the PI and AM teams within APAC and act as an advocate through the provision of legal advice that is commercial, pragmatic and timely;
· Assist the PI teams in legal matters linked to bidding for and achieving financial close on new projects or assets, including legal due diligence, bidding and joint-venture agreements, shareholder/investment agreements, third party funding agreements and guarantees;
· Assist the AM teams (in the context of John Laing’s operational portfolio) in legal matters linked to contractual analysis, commercial issues, contract variations, disputes, project reviews and risk management;
· Promoting Group-wide best practice in relation to key contract and risk issues on project investments and operational assets e.g. through the development and communication of guidelines and templates;
· Performing a central role in the selection, appointment and management of external legal advisers and developing strong and beneficial relationships;
· In conjunction with the other members of the legal team, to design, develop and implement appropriate legal policies, procedures, standard forms and internal training;
· Support the divestment team in the execution of disposals of investments in projects including divestment planning and asset preparation, legal due diligence management, process letters and share purchase agreements;
· Carrying out a variety of additional ad hoc duties as required (e.g. regulatory issues, guarantees and indemnities, property, employment, consultancy appointments, IT contracts); and
· Whilst the role will revolve primarily around Australia, it must be recognised that the legal function is small in number at John Laing and, therefore, each Regional Legal Counsel will be expected, wherever necessary, to directly support and participate in activities across all of the jurisdictions in which John Laing operates.
Knowledge, Skills & Qualification Required:
· A suitable legal qualification as a solicitor/barrister/attorney with circa 8 years post qualification experience from a highly respected private practice organisation and/or in-house organisation;
· A proven understanding of the infrastructure sector (ideally greenfield PPP/project finance and economic infrastructure) with expertise in the structure and financing of both equity and debt;
· Experience of working within an international business and a track record in corporate law, M&A, joint venture and partnering agreements, and shareholders agreements;
· Substantial experience of managing and resolving complex disputes in infrastructure projects;
· A highly motivated self-starter who will initiate matters rather than waiting for instructions;
· The proven ability to build and maintain trusted relationships with a wide range of internal and external stakeholders;
· Ability to manage a large and diverse work-load and prioritise matters and manage projects effectively;
· A trusted team player who is credible, accepted and able to confront difficult issues without antagonising colleagues;
· Excellent negotiator and communicator skills with the ability to efficiently and productively communicate both orally and in writing; and
· A committed, highly visible and ‘can-do’ attitude focussed on finding appropriate commercial solutions and the ability to command respect through exercise of sound professional judgment and clear decision making.
Beneficial Experience (not required):
· Private equity, funds and/or investment vehicles
· Economic infrastructure including decarbonisation of transport, digital and/or energy transition
Perks & Benefits:
· Private medical care
· Private dental care
· Enhanced pension contributions
· Enhanced maternity pay
· Charity related projects
· Women’s Network Club
· Flexible working
· Wellbeing allowance
· Holiday Purchase
· Group Life Assurance
· Group Income Protection
· Cycle to Work scheme
· Gym Flex
· And many more…
More about us:
We are an equal opportunities employer. At John Laing, we value the unique skills, experiences and backgrounds of every employee, and have a wide range of D&I initiatives across the organisation. We make recruiting decisions based on your experience and skills. We welcome applications from all members of society irrespective of age, sex, disability, sexual orientation, race, religion or belief.
Appendix 1: Summary of Role
• Project Agreements, D&C Agreements, O&M Agreements, Interface Agreements and other ancillary documents under a PPP transaction, including equity and funding documents
• NDAs / Confidentiality Agreements
• MoUs / Bidding & Teaming Agreements
• Joint Venture Agreements
• M&A and Share Purchase Agreements
• Shareholders Agreements
• Legal adviser selection, terms of appointment and management
• Active support in negotiations and drafting
• Contractual risk analysis vis-à-vis suite of project documents
• Legal risk reporting to GHL, Investment Committee (IC), Management Risk Committee (MRC) & Project Review and Valuation Committee (PRVC).
• Contractual analysis and interpretation in support of commercial issues and variations, including performance issues (understanding the liquidated damages regime, abatement profile and other key SPV risks)
• Legal and strategic support and advice on potential and actual disputes
• Support / participate in project reviews and risk management
• Actively reduce / replace external legal spend in the context of contractual analysis, commercial support, strategy, negotiation & drafting
• Acquire and apply relevant local jurisdictional legal and / or regulatory knowledge
• Legal risk reporting to GHL, IC, MRC & PRVC.
• Divestment planning
• Support on asset preparation and legal due diligence management
• Reviewing process letters and draft SPAs
• Legal reporting into IC.
• Contributing to and maintaining standard form documents and guidance
• Regional monitoring, review and advice on regulatory and legal developments
• Monitoring external legal expenditure and managing external legal relationships with GHL.
• Miscellaneous contract support: IT, property, insurance, guarantees and indemnities, power of attorney etc.