Written By Kit Williams
What is CORPORATIONS LAW?
Corporate law (also known as business law or enterprise law or sometimes company law) is the body of law governing the rights, relations, and conduct of persons, companies, organizations and businesses. Corporate law often describes the law relating to matters which derive directly from the life-cycle of a corporation. It thus encompasses the formation, funding, governance, and death of a corporation.
Tanya Khan
Vice President and Managing Director, Association of Corporate Counsel
Non Executive Director,
The Lost Dogs' Home
Tanya Khan is an association executive and lawyer with 20 years’ experience in private, not-for-profit and public sector organisations. Tanya is currently Vice President & Managing Director, Australia and Asia Pacific, for the Association of Corporate Counsel (ACC). In her role, Tanya oversees all ACC operations in the region, including initiatives in the areas of membership growth, education, advocacy, development of resources and communications that support ACC’s members and advance ACC’s visibility and growth.
Tanya has a Bachelor of Laws, an MBA from Melbourne Business School and is a life-long animal lover. Tanya is committed to helping organisations achieve superior commercial and strategic outcomes, and legal and risk profiles. Tanya was appointed to the Lost Dogs Home Board in April 2017.
INTERVIEW
How would you describe Corporations Law to someone who doesn’t know anything about it?
Corporate law is the body of rules about how to form and operate a legal entity that conducts business, what that legal entity (and those that manage that legal entity) can, must and can’t do, and what people/other businesses can expect when dealing with that legal entity.
How did you get into in-house practice?
When I started in this profession over twenty years ago, I commenced, as most do, in private practice. After a couple of years, I moved into a top-tier law firm at which point I thought I had made it! But it soon became clear that due to a combination of factors, including no female partner role models and success being determined by hours billed and revenue generated, the prized partnership path was not the future I wanted.
I found my place in the profession in-house. The General Counsel in my first in-house role was a strategic and formidable woman, who gave me the opportunity to revise my career aspirations and renew my love of the law. Being in-house gave me the opportunity to add value through deeply understanding our business and its strategic and commercial imperatives, becoming a trusted advisor to my internal clients, and seeing how my work directly contributed to the success of the business. Fast-forward more than fifteen years and I have seen the legal industry profoundly transform in so many ways, and the role of in-house expanded in influence and prestige. These days I no longer practice law, but I’m still deeply involved with the in-house profession through my role at the Association of Corporate Counsel..
“The best thing about working for an association is that every day is different and varied and underscored by a purposeful mission. ”
What does a workday at the Association of Corporate Counsel look like?
I started at ACC as the Chief Legal Officer and eventually moved into a non-legal role. The best thing about working for an association is that every day is different and varied and underscored by a purposeful mission. Our job at ACC is to help in-house counsel excel personally and professionally, and everything we do contributes to that outcome. A typical day might involve working on a programme for a conference, doing a media interview, reviewing membership communications, reviewing an ACC research report to identify trends our members should know about, attending one of our education or networking events, developing strategies for expanding our reach in the region or reviewing an advocacy submission on issues that impact the in-house profession in Australia.
What is the most fulfilling part of your job?
Contributing to the elevation of the status of the in-house profession generally and seeing more General Counsels get a seat at the executive and board tables. I also get to interact with our incredible members who are at all stages of in-house practice and never cease to amaze me in terms of their willingness to give back to the broader in-house profession. They inspire me daily!
You are also a Non-Executive Director at the Lost Dogs' Home. How did you get involved with this organisation and what have you been able to bring to this role as a legal professional?
I’m a total animal lover (with five at last count!), and while I’m passionate about animal welfare, I’m not brave enough to work at its front-line. Instead, I wanted to find a way to positively contribute by using my legal and business skills – serving on a board whose industry/business you care about or are already knowledgeable about is a great way to do that. The board vacancy was advertised on LinkedIn and it’s always a competitive process to land a Director role. It’s hard work but fulfilling.
Reporting to a board (as I do in my day job) and being a director require different skillsets. My legal background is highly valuable in my role as Chair of the Governance and Risk Committee, particularly from a compliance perspective, and my MBA and my association management experience help me identify the strategic and operational risks and opportunities as well.
What skills do you need as an in-house lawyer?
Today’s General Counsel and their legal departments must not only have legal expertise, but also possess business/financial and technological acumen, management skills, and leadership qualities required to galvanise new ways of delivering legal services, and assure the legal, ethical, and reputational integrity of their organisations.
“As the value and influence of the legal department rise, in-house counsel are also taking on a more significant role in providing business and strategy guidance at the business and executive level. ”
As context, the modern in-house counsel’s role now transcends traditional legal boundaries and is completed embedded with the enterprise and often is best placed to have the most holistic view of business operations. As a true business advisor, an in-house counsel must know their organisation’s business inside out. As the value and influence of the legal department rise, in-house counsel are also taking on a more significant role in providing business and strategy guidance at the business and executive level. General Counsels are also occupying an increasing number of roles simultaneously, including compliance, risk, government affairs and even HR or procurement. The legal function is expected by the C-Suite to not only proactively defend their organisation but also integrate that with the business of delivering legal services and collaborating with business to drive enterprise value. Finally, companies are increasingly looking to General Counsels to be the moral compass of an organisation, and to be able to answer “should we” in addition to “can we”. For all these reasons I like to think of in-house counsel as the swiss-army knife of any organisation, and the more non-legal skills you can bring to the table the better.
How do you manage your work-life balance?
It’s essential to try to achieve that balance, and it takes discipline especially in your early years of practice. These days I’m very conscious that you can’t pour from an empty cup, so I work hard to put parameters around my downtime and not get caught up doing “busy work” or labouring under artificial deadlines. For example, we often assume when people ask us to do something that it needs to be done immediately, but most times that’s simply not the case and people are happy to wait a few days. It’s always worth asking for the timeframe for completion and the reasons for the timeline so you can tackle the true priority tasks. When I start to feel the balance shifting too far in favour of work, I try to schedule some downtime even if it’s just a long weekend. I also have a great team who can help take things off my plate when I’m stretched.
What tips do you have for students applying for clerkships and graduate positions?
Focus on what makes you unique. Assume that all your fellow students are highly accomplished, hard-working, and multi-talented. What can you bring that they can’t? How have you demonstrated that to date? Don’t be afraid to stand out – make your application memorable and make it easy for the person reading to choose you.
“Getting a clerkship and graduate position is not the be-all and end-all. ”
And most importantly, getting a clerkship and graduate position is not the be-all and end-all. I personally didn’t do any clerkships or graduate programs – that didn’t prevent me from carving out the career I wanted. Ultimately, you will find a way or make a way to have the career you want, whatever that ends up looking like.
What is one piece of advice you would give yourself back in university?
Work hard, have fun, and make meaningful connections. Your success in life doesn’t depend on getting your dream job out of law school – your life will be a cornucopia of experiences and opportunities, and you will have many careers in your lifetime. Never stop learning. Life happens for you, not to you, so look for the opportunity in everything that happens, even things that seem like disappointments or failures at the time. I promise you, it will all be more than OK!
Suggested Electives/activities:
Electives:
Competition and Consumer Law (LAW4702)
Taxation Law (LAW4704)
Australian Commercial Law (LAW4198)
Private Investment Law (LAW4671)
Experience/Activities:
Participating in the LSS Deals Competition and ABL-Monash Takeovers Competition. These competitions require participants to advise a hypothetical client on how to acquire and take total or effective control of a target company.
Seminars run by Monash on topics relating to Corporations Law.
IN THE NEWS
TOP LAW FIRM’S INVOICES EXPOSED TO ANZ WHICH EMPLOYEES WERE COOPERATING WITH ASIC INVESTIGATION (ABC, 2021)
Mario Christodoulou write on an ABC investigation into alleged market manipulation.
“Documents filed in the NSW Supreme Court show law firm HWL Ebsworth identified to ANZ who among its employees were meeting regularly with ASIC, while the regulator was conducting a major investigation into the bank.”
“Confidentiality ensures full and frank discussions between clients and legal advisers, and confidentially also promotes the administration of justice and encourages compliance with the law”
‘CORPORATIONS ACT, IT’S TIME TO GROW UP!’ (LAWYERS WEEKLY, 2021)
Naomi Neilson writes on a script by the ALRC featuring the ‘parents’ of the maturing Corporations Act having a witty talking to their son about his complete lack of coherency, his overwhelming length and his constant, needless modification.
“Your father and I remember when you were just 1,866 pages long. You’ve grown a lot since then, but don’t you think you should slow down a bit?”
“We’re worried you might be addicted to legislative and other instruments. You can’t just keep putting an instrument on the parts of yourself that you don’t like. We barely recognise the boy we raised!”
‘MORE BESSER BLOCK THAN BRICK’: THE PUSH TO FIX AUSTRALIA’S NIGHTMARISH BUSINESS LAW (THE GUARDIAN, 2021)
Ben Butler writes that the Corporations Act has grown so vast even lawyers who earn billable hours from its immense complexity reckon it’s too much.
“It is big, dense and almost incomprehensible, but it rules many parts of our lives.”
“The commission’s “biggest concern at the moment” is that a lot of law is being made by the regulator, the Australian Securities and Investments Commission, through its ability to issue orders, rather than by parliament through the words in the act.”
learn more about CORPORATIONS LAW
CORPORATE CRIMINAL RESPONSIBILITY PODCAST SERIES (ALRC, 2021)
In this podcast series you will hear from several members of the Australian Law Reform Commission team discussing key issues raised in the Corporate Criminal Responsibility Final Report.
LEGAL VISION CORPORATE ARTICLES (LEGAL VISION, 2021)
Legal Vision publishes a range of articles on different aspects of Corporate Law.
WHY AUSTRALIA’S FIRST SECURITIES CLASS ACTION JUDGEMENT (SORT OF) CLEARED MYER (THE CONVERSATION, 2019)
The Federal Court found although Myer misled shareholders, shareholders were not fooled.
“The case established important principles that will guide future judgements, it isn’t enough for shareholder to show that there was a relevantly false or misleading statement or omission they need to also show it hurt them”