Having overseen DBS Bank China's largest milestone in its business lifespan to date, Janet Lin, legal manager of DBS China, is an accomplished in-house counsel. In 2007 DBS Bank set up DBS China, a PRC foreign subsidiary in the country, becoming one of the first few foreign banks, and the first Singapore bank, to set up a locally-incorporated subsidiary. And Lin, who joined DBS in 2005, single-handedly facilitated the entire legal process.

Before and after: roles and functions

The terms of DBS's incorporation required the bank to invest in 100 subsidiaries in China, so all existing foreign branches (formerly subsidiaries of either DBS Singapore or DBS Hong Kong) were pulled in to make up numbers. "It was quite a challenge," explains Lin. "We had to inform all of our existing clients and had to renovate all contracts so as to ensure their legality and validity. Meanwhile, we were thinking over how to minimise the impact to customers and ensure the business continuance during the transition. On top of that, we also needed to secede permits and licenses from a foreign entity to a local one," she explains.

Since DBS Bank China was borne, change beckoned for both the business operations and legal work. Before the incorporation DBS functioned as a foreign entity. Due to the narrow business scope, the legal department's function is to follow those rules vetted by the group and advise on traditional banking affairs, like loans deals, and asset-related deals.

The legal team was expanded from two to six members within six months, handling litigation matters, managing business liabilities, and facilitating new products and coordination with external firms. The team is structured corresponding to those three streams: one lawyer handles derivatives businesses like self-investment or the sale of wealth management products to corporate customers, two lawyers are in corporate affairs and two handle individual affairs.

Lin's role as legal manager takes ownership of the entire peration as the lead advisor. The legal team is very involved in the daily business of the bank: she draws an example from the bank's ceaseless new line of products. "We help business partners assess legal risks and work on the terms and conditions of the bank's new products on a daily basis," says Lin. 

Apart from the business side, legal is also active in litigation cases involving DBS China. "It is a good opportunity to filter out our weakness and help us review and find our loopholes in the banks' flow and procedures," says Lin. 

Power and collaboration

In her five years running the legal team Lin has developed a reputation for being a great believer in cross-border collaboration. With major offices located in Singapore and Hong Kong, she attributes part of her success to the  bank's extensive  guidelines. DBS's policies tie in her China legal experience with that of Hong Kong and Singapore. "It has been very reassuring because we have very comprehensive policies which guide us and ensure that there is a consistent approach in reviewing contracts and launching new products, regardless of our geographic location," she says. 

DBS China is wholly-owned by DBS Bank Singapore: its operations must follow the regulatory guidance in this jurisdiction. "Our teams in Singapore and Hong Kong help when there are inter-jurisdiction issues," says Lin. For instance, the bank's trademarks are registered under its headquarters in Singapore, so if there are prevalent IP issues it will be referred there. 

That aside, many acknowledge China's nascent legal framework is better understood by locals. So Lin has been bestowed with discretionary power to decide the legal work in her own jurisdiction. Accordingly it is ultimately the bank's confidence in her decisions that is her blueprint for success as in-house counsel. Yet despite her discretionary powers, Lin continues to turn to the bank's Singapore and Hong Kong counterparts for advice.

She explains it is because both counterparts have much larger business volumes and more stable legal systems and are helpful reference points. "In terms of workload, from a technical skill and structuring point of view, lawyers based in Hong Kong and Singapore are more experienced and have broader exposure," says Lin. 

Cast a perfect legal panel

As with other highly-regulated industries, DBS Bank China requires extremely strong legal support for its daily operations. The bank has a strict panel list of external advisors which are categorised according to industry leagues and tiers. 

The top two external counsels for DBS China include King & Wood and Jun He, both of which have very specific grounds to cover. In the legal team's experience of working with external advisors Lin says that the quality and profile of lead partners comes into consideration, before the branding of the firm.

The bank tracks down specific partners who are renowned for handling particular transactions and deals - for example, David Liu Dali, banking & finance partner at Jun He. The firm is usually hired to advise on inorganic growth-type matters: for instance, investments in non-banking related businesses. King & Wood handled the bank's incorporation three years ago, and typically deals with their larger-scale financial projects and new products, while also providing legal advice on trickier matters and unprecedented crises. External advisors include Baker & McKenzie and Allen & Overy (IP), both appointed by the headquarters' legal team. 

While she admits that it is always better if existing counsel has extensive coverage, it is not always useful. "Regional businesses typically have tighter budgets and it would very often be difficult to recommend the top-tiers to them," says Lin. "Our regional subsidiaries are allowed to choose the local firms that they want to use. They woudl ususally be the region's largest firm or those who have close relationships with local authorities.

The bank's cross-border transactions are independently handled by its Hong Kong and Singapore counsels. ALB