For many ambitious Chinese conglomerates, an initial public offering is the ultimate mark of success. It is precisely that ambition that has propelled Skadden, Arps, Slate, Meagher & Flom’s practice in Greater China. Skadden has advised on scores of billion-dollar IPOs and secondary offerings in New York and Hong Kong. Skadden is still going strong in Hong Kong, but for many of its blockbusters years, its regional capital markets practice was made up of a dream team of heavyweight partners.
Christopher Betts was one.
Betts spent nearly a decade advising on some of the world’s largest equity offerings, most of which were by Chinese companies. He acted on the $3.1 billion Hong Kong secondary listing of Nasdaq-listed Baidu, China’s version of Google. He also acted on the $3.5 billion Hong Kong IPO of JD Health, the $3.1 billion Hong Kong share placement by Xiaomi Corp., and the $1.2 billion secondary listing of New York-listed ZTO Express.
Betts’s reputation and credentials are so formidable that when news began making its way through the lawyer grapevine earlier this year that he was leaving Skadden, the legal community held its breath—not only to find out where Betts might be heading, but also how his departure would impact Skadden’s practice.
“I never thought that my whole life and career would be defined by my time at a law firm—that was never something I thought,” Betts mused while quarantined in a Hong Kong hotel, having returned to tie up loose ends and finalize his relocation to Singapore.
Perhaps his departure from Skadden did in a way mark the end of an era, which began right after his final university exam as he set off from Australia to Hong Kong to practice with Freshfields Bruckhaus Deringer. A legal career was his ticket into China. Betts spent over a decade in the region. Proficient in Mandarin, he moved from Freshfields after four years, on to Hogan Lovells and then in-house as associate general counsel at McKinsey & Co. and then to Paul Hastings, where he was made partner. He found home at Skadden in 2012.
“I never really aspired to be a partner at a law firm—I just aspired to do really interesting stuff for some really interesting clients. Becoming a partner at Skadden just came with that,” said Betts.
But at age 46, a different path has beckoned.
It was announced in May that Betts was joining Southeast Asian tech company and ride-hailing powerhouse, Grab Holdings, as general counsel. He was in Australia visiting family when he was appointed and moved directly to Singapore, bypassing Hong Kong due to COVID-19 restrictions, and leaving most of his possessions behind.
Betts was approached by Grab, having received a direct email from the company’s talent acquisition team—an email that had ended up in his spam inbox and which he found serendipitously.
“In all my subsequent discussions with Grab, there was never one about compensation—we never spoke about striking some kind of deal,” said Betts. “All our discussions were about values, mission and impact, and making sure there was alignment on that front. That was what mattered most to me, and what mattered most to them.”
Building out Grab Legal
Singapore-based Grab was established as a ride-hailing app in 2012. The company grew quickly, venturing into food delivery, insurance and digital payments.
Last week, Grab began trading on Nasdaq, following a high-profile Special Purpose Acquisition Company (SPAC) merger with venture capital firm Altimeter Growth Corp. The deal, advised by Skadden, Hughes Hubbard & Reed, Ropes & Gray and Wilmer Cutler Pickering Hale & Dorr, values the merged entity at $40 billion and marks the world’s largest SPAC transaction.
With its listing, Grab became the beacon for many of Southeast Asia’s aspiring startups.
The deal work involved in Grab’s listing was likely familiar ground for Betts, but his learning curve as general counsel took a different form. “The main challenge for any GC is trying to figure out how to allocate your time. I could probably work all day, every day, and have zero impact if I’ve chosen the wrong things to focus on,” said Betts. “It’s become clear that how to structure your team is always going to be a moving target. It’s one of those things that you are constantly going to have to think about.”
The Grab legal team consists of 60 staff members who advise on M&A, corporate finance, intellectual property, and the legal aspects of day-to-day operations, among other things. In addition, there are separate teams dealing with data privacy, compliance and public affairs, all of whom collaborate holistically. In October, Grab doubled its stakes in Indonesian e-wallet company OVO and inherited its legal team.
“One of my priorities is putting in place that learning piece, to give everyone the chance to upskill and learn new things and genuinely feel that Grab is a great place for them to build a legal career,” said Betts. “That helps with talent retention.”
Nurturing the talent pool in Singapore is also an area of focus. It requires attention and a long-term strategy. So one of the first things Betts did was to help with the development of a Grab internship program. As part of that, he attended local university talks to discuss internship opportunities at Grab. “There’s no immediate payoff to that. But the hope is that students come to us, have a blast, and might return to us as in-house lawyers maybe five years from now,” Betts explained.
More broadly, Betts is also investing a significant amount of time assessing the legal department’s efficiencies and how they can better streamline practices with technology. “Where anything is low impact and low complexity, we should automate,” said Betts. “I am thinking about the ratio of my per dollar spend on legal to its impact. If there is a tool out there that helps me improve my ratio, I’ll consider it.”
On the more technical side, Betts is getting himself better acquainted with the cybersecurity risks and potential antitrust issues that Grab faces, and part of that means reviewing the company’s governance structure.
“I just want to make sure that we have the right practices in place so that we make great decisions,” said Betts. “We are not always able to dictate the outcomes but if someone wants to come in and see how we have arrived at our decisions, I want them to look at it and go, well these guys did the right thing.”
Grab’s legal panel
Perhaps one of Bett’s bigger incoming moves is his plan to refresh Grab’s legal panel so the company has advisors who are equally invested in Grab’s journey. His team will need to develop what he calls a “horses-for-courses strategy,” where external advisors are engaged based on the stakes of the transactions, the complexities, and the cross-border elements.
For its SPAC deal, though, Skadden remained Grab’s most sensible choice.
“It is a large, complex deal with tons of moving parts, you can’t mess around on that kind of deal,” said Betts. “You need a firm with a track record of just getting stuff done no matter what and that’s essentially what Skadden’s brand is. You go to Skadden with the messiest, most complex deal imaginable and Skadden will get it done.”
But hiring a firm like Skadden will simply not make sense for just any type of transaction, Betts hastened to add. “We need several firms that are doing well enough out of Grab that they are prepared to invest in a relationship,” he said. “If I’m only giving a law firm $50,000 worth of work a year, they are not necessarily going to give me the best of the firm. If they are getting a million dollars in fees, yes probably, but if they are getting several million dollars worth of work from us, I would like to think that they are moving heaven and earth to help us achieve what we want.”
A different calling
Betts’ departure from Skadden wasn’t an easy one but it was a natural progression in the career of a lawyer who above all, values working with people who care about their community and building a platform to enable and empower. After all, in many ways, that’s what he did at Skadden—having had a hand in building the firm’s highly successful Hong Kong corporate team over the past decade.
“It’s a false assumption that more money necessarily correlates to a greater sense of personal and professional satisfaction,” said Betts. “Waking up and feeling good about what you’re doing and the impact that you and your colleagues are having is a far better barometer of whether you’re at the right place. For many years for me, that was private practice. But the opportunity to join Grab was just too compelling.”
“The way I see this is that there were many Skadden partners before me, and there will be thousands of partners after me. There’s only going to be one Grab GC at this time and during what I am sure will be many fascinating years ahead.”