Inspiring Women Leaders

Keep calm and carry on

An interview with Sandy Foo , Deputy Head of the Corporate & Transactional Group and Head of the M&A Practice at Rajah & Tann Singapore

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Keep calm and carry on

An interview with Sandy Foo , Deputy Head of the Corporate & Transactional Group and Head of the M&A Practice at Rajah & Tann Singapore

Sandy Foo, a Partner at Rajah & Tann Singapore, relishes the thrill of a difficult deal and believes staying the course has helped her get to where she is today.

When Sandy Foo was in primary school, her teacher once flung her book out of a classroom before declaring that “Sandy, your head is full of sand”.

If the teacher had kept up with her student’s career trajectory, she would have realised her gross miscalculation of Sandy’s capabilities.

Today, Sandy is the Deputy Head of the Corporate & Transactional Group and Head of the Mergers & Acquisitions (M&A) Practice at Rajah & Tann Singapore. She is also a Partner of the Sustainability Practice, and sits on the law firm’s Executive Committee.

Sandy rose to these positions after spending the last 25 years practising first litigation and then corporate law, focusing primarily these days on M&A.

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Sandy has a sharp legal mind and is a woman of mettle. She has endeared herself to her clients for her reliability, responsiveness and ability to understand complex situations and provide practical and commercial solutions. I strongly believe that Sandy would be an asset to any board and you would find it a joy working with her, as I did over the last few years.

Chia Kim Huat, Rajah & Tann’s Regional Head of the Corporate & Transactional Practice.

“I enjoy the work,” she says, during an interview at Rajah & Tann’s office in Marina One. “Every company you acquire is different, so you are able to learn and be exposed to a lot of industries and businesses, and it is never repetitive.”

For instance, she recently represented Cuscaden Peak, formed from a consortium of companies comprising Hotel Properties, CLA Real Estate Holdings and Mapletree Investments, in the takeover battle for SPH.

She has a razor-sharp mind and is quick to grasp the commercial terms and repercussions at every twist and turn of the transaction. Dealing with its complex nature of the transaction as well as getting the consensus of three different shareholders could many a times be quite exasperating. Despite all these challenges, Sandy is always calm, collected and patient.

Christopher Lim, Executive Director, Hotel Properties Limited and Chairman and Lead, Cuscaden Peak had a positive experience working with Sandy.

Other cases are acting on the proposed merger between Sembcorp Marine and Keppel Offshore & Marine, and on the joint venture among SGX/DBS/Temasek and SCB for the establishment of Climate Impact X, a global exchange for quality voluntary carbon credits.

In an industry where the attrition rate is “phenomenal”, not only is it remarkable that Sandy has stayed the course, but also that she finds time to mentor her staff.

Above it all, she does it with an incredibly calm and poised mien, conveying the confidence that anyone would be lucky to have her on their side.

What has kept you practising law for the last 25 years?

In the first part of my career, I was just concerned with survival. Many of us had dependents, such as our parents, and we were the safety net for our families. Quitting was simply not an option. After I did it for about eight to 10 years, I realised at some point that I had magically turned the corner and left the dread, fear and stress behind (or at least a large part of it).

Now, when clients call me with a complex or interesting deal, apparently I have this mad gleam in my eyes and the team can tell I am excited. It is not much different from running a marathon. Of course when you are doing it, you wonder what on earth possessed you to sign up for it. But when it is over, you find yourself planning for the next one.

As an M&A lawyer, what would you say is your unique selling point?

With 25 years under my belt, the track record helps. Clients come to me because they think that I will not drop the ball and I will do my very best to land the plane safely. No matter how big or complex the deal is.

Earlier in my career, my advantage was in being effectively bilingual, which allowed me to have a China-related practice. I grew up in a Mandarin-speaking family and studied Chinese as a first language. It is truly my mother tongue and the language that speaks to my heart. In the last 10 years, however, I do not feel this has the same edge anymore. There is an increasing number of law graduates who are fluent in the language, and likewise our Chinese counterparts are mostly bilingual too.

How do you push yourself through the most challenging moments of your career, such as when you are sleep deprived and, as you say, “trying to land the plane without a crash”?

A deep sense of duty and responsibility. The fact that clients entrust me with an important deal means I better deliver and not let them down. Equally I need to be there for my colleagues too. For example, on the eve of the signing of a deal, even though all the major issues that need my involvement have been resolved, I stay up with everyone until we are truly done. I learnt this from my first boss, who is also my mentor, Gary Pryke. Back in the day, we were always in the office and before Mr Pryke left in the evening or night, he would come down the corridor and check on all of us. Only when we gave him our “permission”, then would he go home.

On the eve of D-Day, we had to negotiate and agree to terms overnight to get the Agreement ready for signing and announcement before the stock market opened. We finalised the commercial terms at 3am and Sandy and her team had to churn out fresh Agreements to reflect the final terms. When I awoke at 7am for the signing, I was astounded that Sandy had personally been up all night and was online awaiting my signature. I had expected such a task to have been delegated to her juniors.

Christopher personally witnessed this.

You have been described as “a great negotiator to have on your side”. What is your secret to handling a tough negotiation?

What I have always found useful is to keep a clear mind and focus on what is really important. Many like to indulge in showboating negotiations but by doing that, you lose your audience very quickly. In corporate deals, you are there to facilitate deal-making, ideally with a win-win outcome. If there is a problem, I focus on solving it together, collaboratively and constructively. It earns you a lot of goodwill around the room and people are in a less combative mode; that is when you can actually hunker down to solve the really important points.

Sandy is also very savvy with negotiations and counterparties respect her for her skills and humility in putting across different viewpoints, while working towards a mutually acceptable outcome. As some would put it, “I would want Sandy to be on my side next time!”

Affirming this is Kim Huat.

As an adviser to boards and C-suite leaders, what priorities should they have in view of the new normal created by the pandemic?

My response to this are two slightly conflicting principles. Be very adaptive and yet very constant.

The first is the need for adaptability. We must assume that there are no sacred cows – just because something has always been done a certain way does not mean that it has to continue or is right for the current context. It is important to have an awareness of how volatile and quickly things can change and leverage the opportunities that come out of them.

On the other end of the spectrum, we can never compromise on our values. These are things like good sustainable governance practices for example. As much as we want to be adaptable, it does not mean we take shortcuts. Certain fundamental principles are sacrosanct, and any business needs to be built on them.

Then there is the question of stakeholder buy-in. I think a cool head and warm heart are how to get things done this way. You have to understand that different stakeholders have different concerns and priorities. When you have empathy and are able to put yourself in the shoes of these different stakeholders, then can you assess where you need to strike the balance with cool-headed analysis.

What advice do you give younger lawyers who are tempted to quit the profession?

It is very hard to think ahead when the here and now is very overwhelming. Every client and boss want everything done yesterday and they are emailing, calling and sending you messages on WhatsApp for it.

But it is important to see the long hours and hard work as self-investment. It builds the foundation for everything else we do later in our lives. Dig in, hone your craft and stay the course long enough to give yourself a chance. Another piece of advice is that the grass is not greener somewhere else – it is greener where you water it.

We lose our young talent too often to burnout and as seniors, we consider it our duty to help manage the stress that comes with a profession that demands excellence.

How would you describe your leadership style?

Servant leadership and leading by example. We want to empower our junior lawyers and guide them to realise their fullest potential. I don’t believe in doing unto them what I don’t want done unto me.

Last year, Rajah & Tann published the Work Well Guide, of which I was part of the committee. This is where we advocate good practices in the workplace, with an emphasis on not creating unnecessary stress. For instance, if I send out an email at 8pm because that is the only time in the day I have to clear my inbox, I should make it quite clear that the recipient does not need to respond by that same night. Stress and challenges can be good for our growth, the key is it should not be generated from inconsideration or a lack of respect and courtesy.

Her attention to detail and her sense of camaraderie with the lawyers under her charge left a mark on me. On one occasion, Sandy presided over a meeting and apologised for the absence of her colleagues who had fallen victim to a virus. Sandy was in no better condition herself, as her hoarse voice and incessant cough weighed heavily on her speech. Despite her physical condition, she persevered and delivered all the presentations, subordinating her well-being to those who served under her.

Christopher shares another anecdote that illustrates her care for the younger talent.

You have an incredible sense of calm about you. How do you do it when you work in such a stressful profession?

That is an interesting observation. This is not something I strategically do. I guess over the years, I have learnt that active listening is critical. It helps you understand what is important to others and not simply firing off and shooting from the hip. I am also dyslexic and I learn better by audio than visual means. So I am probably more measured simply because I listen harder.

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Sandy Foo is the deputy head of Rajah & Tann Singapore’s Corporate & Transactional Group, and the head of the firm’s M&A practice. A versatile specialist who is trusted by many “blue chip” clients including financial institutions, listed companies, multinational corporations, private equity firms and sovereign wealth funds, Sandy has vast experience in corporate and finance matters from years in practice as a lawyer in Singapore and London, and as legal counsel in BNP Paribas covering South-East Asia and India. Having led numerous significant and award-winning deals over a period of almost 25 years, Sandy is a well-respected practitioner who has earned accolades and high praise from clients and peers alike.

Recent significant accolades include being featured by Asian Legal Business as one of Asia’s Top 15 M&A lawyers since their inaugural ranking report in 2021, and by IFLR1000 Women Leaders since 2021 as a member of an elite group of prominent female lawyers with outstanding reputations.

Consistently endorsed as a recommended/ leading lawyer in major ranking publications such as Chambers Asia Pacific, Chambers Global, The Legal 500 Asia Pacific, IFLR1000, Who’s Who Legal and Best Lawyers, Sandy has been described as an “excellent technical lawyer” who is yet “pragmatic and never dogmatic” – “sharp, responsive, dedicated”, “very proactive and very solution-orientated”.

The publications also note that she is “a great negotiator to have on your side” who is “very capable, quick off the mark and commercially minded”, and have commended Sandy for her “amazing knowledge of her subject matter”, and for being an “incredibly hard-working, very hands-on partner who is very accessible and very technically able” and who is “recognized for handling big-ticket transactions”.

The Council for Board Diversity (CBD) believes that board diversity catalyses robust governance and responsible stewardship, and is a valuable driver for growth.

Having diversity in the board brings together the diversity of judgement to chart the best course through uncertainty, challenge, opportunities and risks – applicable to both for-profit and non-profit organisations. The mix of knowledge, skills, experience, gender, age and other relevant features is harnessed to devise strategy and manage its execution. Against this backdrop we believe that including women on boards, in particular, adds a powerful lead-in to the other forms of diversity that bring value to the board’s role in the company.

CBD, established by the Ministry of Social and Family Development, endeavours to promote a sustained increase in the number of women on boards of listed companies, statutory boards and non-profit organisations as a stepping stone to broader diversity.