UAE Corporate Counsel: Robert Swade
Robert Swade, Chief legal officer and company secretary, Jumeirah Group
Last year the World Economic Forum published its first global travel and tourism competitiveness report, in which the UAE placed eighteenth overall: the highest ranking of any country in the MENA region [the Middle East and North Africa region, extending from Morocco to Iran].
The analysis also showed that price competitiveness and air transport infrastructure in the region were both ranked at eighth internationally, and the national perception of the travel and tourism industry placed third. This increased accessibility, coupled with the welcoming outlook of the country's economy, has seen foreign investment soar in the last decade, and has prompted the hospitality industry to become a cornerstone of the region's continued prosperity. The Jumeirah Group is at the forefront of this burgeoning sector, providing Dubai with some of its most recognisable landmarks such as the Burj Al Arab hotel, Madinat Jumeirah (a complex of three hotels and over 75 retail outlets contained in a Souk) and the Emirates Towers.
Founded in 1997, the Jumeirah Group became a member of Dubai Holding in 2004. Jumeirah's portfolio today includes hotels and recreational facilities throughout the UAE, and the Lowndes and Carlton Tower hotels in London, and the Essex House hotel in New York. Development is currently under way on Beetham Tower in London's Blackfriars, a US$600 million hotel project due for completion in time for the 2012 Olympic games, and the licensing of several international restaurant brands, and the Group's first facilities in the Asia-Pacific region, beginning in Shanghai. According to the chief legal officer and company secretary Robert Swade, these projects form only a fraction of the Group's overall development target to have 60 hotels either open or under construction worldwide by 2011.
"Dubai is almost unrecognisable now compared to eight years ago," says Swade, who moved to the UAE in 2000 as a lawyer at Clyde & Co, "and the skyline is still changing." It was his desire to get closer to the source of this expansion that led Swade to make the move in-house: "In private practice one often never gets to see the end result of deals - in-house work gives you this opportunity." Swade joined Jumeirah in 2005 as general counsel after a year in-house at Wataniya Telecom, and in 2007 he was made chief legal officer and company secretary, and also a member of the investment committee. "No two days are ever the same," he says when asked what gives him the greatest satisfaction in his work. Combining the support of his team and the effective management of legal risk with board meetings and his duties as company secretary, he is able to "integrate into every level of the business."
Referring to the Blackfriars project, Swade notes the increase in continuity between projects inside and outside the UAE. "The regulatory environment [in the UAE] is conducive to cross-border transactions" and the traditional "trust and handshake" transaction has largely been absorbed by documented deals: "There are sometimes more complex legal issues outside the UAE, but the quality of documentation remains the same." Swade also highlighted the growth of the in-house role in the region as reflecting the diversification of the legal marketplace and the expansive outlook of the UAE's business community. Speaking at Legal Week's Middle East corporate counsel forum earlier this year, he said: "We have seen in-house legal teams begin to develop in organisations that previously either had no in-house legal capability or [...] an under-resourced, overworked sole general counsel operating in splendid isolation."
"There is still much to be done to educate businesses in this region about the role of general counsel," he continued, pointing to their "proactive, value-adding" role as "trusted business advisers." The appointment of Jumeirah's first global law firm panel, spearheaded by Swade, emphasises that an important part of this process will continue to be played by external legal advisers. Swade aims to make this "a relationship based on partnership" in which all parties have a tangible investment in the structure of the Group. To this end he has instigated dialogue between internal and external counsel and key stakeholders, with the first conference due later this year, "so all parties have a full understanding of how to add value to the Group".
ROBERT SWADE
Role: Chief legal officer and company secretary
Company: Jumeirah Group
Sector: Hospitality
Number of employees: 12,500
Preferred law firms: Clifford Chance, Mayer Brown, Clyde & Co, Simmons & Simmons, Pinsent Masons and DLA Piper
Q&A
Where were you previously employed?
My first role in Dubai was with Clyde & Co's Dubai office in 2000, where I was responsible for setting up their satellite office in Dubai Media City, one of Dubai's first free zones.
Following my time at Clyde & Co I made my first move in-house to one of my clients as the director of legal affairs at Wataniya Telecom, a regional telecoms company with licences throughout the MENA region. I joined the Jumeirah group in 2005 as general counsel and was promoted to chief legal officer and company secretary in 2007.
How big is Jumeirah's legal department?
When I joined the Jumeirah Group in 2005, I was their first in-house lawyer and I was supported by one paralegal. The Jumeirah Group Legal Department currently consists of seven lawyers, three paralegals and a dedicated legal support team. The Jumeirah Group legal department five-year strategy calls for a total legal team of 23 people.
What percentage of your work is performed by in-house lawyers?
Around 60 per cent of our work is performed in-house.
What are the advantages of doing work in-house?
In-house lawyers are closer to the business and therefore have an inherent understanding of the business and its commercial sensitivities. This allows the advice to be pragmatic, commercial and communicated in a way that is clear, concise and using non-legalese; in-house lawyers have the advantage of not having to fill their advice with pages of legal references for fear of not having given a "complete" answer.
There are also obvious cost advantages.
What advice would you give someone moving to an in-house role from private practice?
I would advise anyone thinking about a move in-house not to make the change too early on in their career. I think it is important that lawyers take the time to develop their legal skills and mature as lawyers in the environment of a law firm.
I would also strongly advise lawyers to pick an industry in which they have a genuine interest.
How is life as an in-house counsel different from that of a private sector adviser?
The variety of the work is one of the most noticeable differences; as you can imagine the legal issues coming across the desk of an in-house lawyer are many and varied.
I think it makes a huge difference that you are so close to your internal clients and that they can walk through the door at any time; this can often upset your plans for the day and requires you to be a lot more flexible.
I would also say that a major difference is that unlike private practice, when an in-house lawyer gives legal advice, you get to see that advice implemented in the business, and that gives you a sense of achievement that I rarely got when I was in private practice.
I think that in-house lawyers get a great deal more responsibility from an earlier stage in their legal career.
I am also appreciative of the fact that I do not have to produce time sheets!
What qualities make a good in-house lawyer?
I do not think that the qualities that make a good in-house lawyer are very different from those of a private practice lawyer, in the sense that they should be technically excellent lawyers who can provide pragmatic, commercially focused legal advice in a timely fashion. I believe that it is also important to the success of an in-house lawyer that they seize the advantage they have of being so close to the business to ensure that they immerse themselves in the commercial activities and ethos of the organisation and embed themselves in the business. Lawyers whose only interest is providing legal advice in isolation have no place in a modern in-house legal function.
Is the role of the in-house lawyer changing (eg, becoming more specialised)?
I think it really depends on the structure and resources available to the in-house legal function. If a function has a need and the resources to employ specialist lawyers, then in that sense it is becoming more specialised. But I believe the norm continues to be that in-house lawyers need the ability to be able to turn their hand to a wide range of legal issues; and complementing that, have the ability to identify issues that require the specialist knowledge that law firms can provide.
I constantly strive to ensure that the Jumeirah Group legal department embeds itself within the business, and thereby making each lawyer a trusted business adviser. These efforts have resulted in the role of my department evolving as my in-house lawyers expand their roles within the Jumeirah Group, and are used not simply as contract review machines but rather as value-adding members of the commercial team that constantly strive to find commercial, legally sound solutions to business issues facing our internal clients. The key to our success in this area has been communication and education of our internal clients to ensure that they understand what it is that we as lawyers can bring to the table if we are allowed to.
What qualities make a good private practice lawyer?
A technically excellent lawyer who can provide pragmatic, commercially focused legal advice in a timely fashion. I would also say that lawyers who display a genuine interest in our business and who are friendly, approachable and accessible are surprisingly rare and worth their weight in gold.
When will you enlist the advice of external advisers?
We use external counsel: where there is a requirement for specialist advice that does not exist within the Jumeirah Group legal department; where there is insufficient capacity within the department; where the matter is litigious or it is clear that it is going to progress to arbitration or court; or where the matter is routine and does not require the knowledge that an in-house lawyer can bring to a matter, as is the case with our routine day-to-day hotel operations work.
Do you see yourself hiring the firm primarily, or the individual?
When selecting our panel firms we applied a number of criteria that included practical issues such as the geographical spread of offices (which has nothing to do with individual lawyers) to softer criteria such as the personal chemistry that existed between the lawyers presenting to us and the selection of panel members, which has everything to do with the individual lawyer. Having said all of that where there is a lawyer within a firm that you and your internal clients enjoy working with, it does have some influence as to which of the panel firms we chose to use.
Do you have a regular external corporate firm?
Earlier this year we undertook a review of our external advisers that involved our issuing of a request for proposals to a number of global firms. We invited a number of those firms to meet with us in Dubai, which resulted in the appointment of a panel of six law firms, supplemented with two or three specialist advisers. We have entered into service level agreements with each of them; these agreements document the working relationship between the Jumeirah group legal department and the external adviser. Our main aim was to ensure that we developed a partnership with each of our panel members rather than simply using the selection process to secure volume discounts and value-added services, although this was an important aspect.
When dealing outside your home jurisdictions, how do you find counsel?
Where we can, we use one of our panel members. We are fortunate that collectively our panel members have offices or best-friend relationships with firms in most of the jurisdictions in which we operate.
What common behaviour from an external adviser or their firm do you find least acceptable?
Firstly I would say that as a result of the partnership relationship that we are trying to build with our panel firms that there is free and frank communication between the Jumeirah Group legal department and our panel firms. This allows us to ensure that we bring to the attention of the panel firm, at an early stage, any issues that there may be.
I should also add that the line of communication is not one-way and I expect our panel members to bring to my attention any issues that they have with the way the Jumeirah Group legal department operates; "unacceptable" behaviour is a two-way street.
If you could change one thing about the "average" external adviser, what would it be?
In my view, one of the greatest challenges facing external advisers is to ensure that they deliver commercial, accurate and timely advice. One of the advantages of being an in-house adviser is that you are closer to the business and it is therefore easier to ensure your advice is on point, relevant and easily digestible by internal clients. There can be a tendency for advice received from external advisers to be abstract. To address this knowledge gap we have arranged for all our panel members to attend a two-day conference later in the year, where they will have an opportunity to hear from each of the key stakeholders within our business and to afford them an opportunity to better understand Jumeirah's commercial drivers and philosophy.
What makes the UAE "a good place to do business"?
The Jumeirah Group is based in Dubai, and anyone who visits Dubai immediately gets the feeling that it is a dynamic place, full of opportunities. One of the main reasons for this is the vision of His Highness Sheikh Mohammed bin Rashid Al Maktoum, the prime minister and vice president of the United Arab Emirates, and ruler of Dubai. Through vehicles such as Dubai Holding, the Jumeirah Group's parent company, His Highness has created a friendly, supportive and safe business environment that has attracted world class companies either to set up their world headquarters or their regional offices in Dubai. More relevant to the Jumeirah Group, His Highness's vision has put Dubai firmly on the map as a truly first-class holiday destination.
What is the most pressing issue facing the legal profession today?
Commenting on the most pressing issues facing in-house lawyers today - in my view the contribution that can be made by an effective in-house legal function in the GCC has never been greater nor more necessary, particularly as the way in which business is undertaken in the Middle East continues to be defined in what is, after all, still a developing and maturing market. In addition, what is perceived as being best practice for in-house legal functions will continue to develop over the coming months and years in this part of the world. To put it simply, it is no longer acceptable to have as a goal the ability to keep your head above water; in-house lawyers can do more than this and more to the point our businesses deserve more.
In my view, our greatest challenge as in-house lawyers is to ensure that we anticipate developments within our businesses and the industries in which they compete to ensure that we evolve and develop as lawyers, and that above all we remain proactive, relevant and ultimately thereby secure our position as trusted business advisers.