Women's Livelihood Bond
Flourishing: the Women's Livelihood Bond put to work in Sri Lanka

As with any bond, the $12m raised at the start of the year by Singapore’s Impact Investment Exchange to support women’s livelihoods across Asia required extensive legal advice.

But unlike most of the transactions that take place daily on global bond markets, the lawyers — including a number at Shearman & Sterling and Latham & Watkins – worked on the deal for free.

“We could not have done this without the pro bono support,” says Robert Kraybill, chief investment officer at IIX, an organisation that aims to raise funds for communities that otherwise struggle to access finance.

The deal provides an early glimpse of how pro bono work, more typically associated with litigation on behalf of those who cannot afford lawyers’ advice, is evolving to incorporate other types of legal expertise from impact investing to capital markets.

This year financing has become a pressing question for non-governmental organisations (NGOs) and charities across Asia, with the coronavirus pandemic weakening economic activity and putting a halt to many traditional fundraising activities. “The NGOs are firefighting at the moment,” says Catherine Husted, head of pro bono and community investment at law firm Allen & Overy in Hong Kong. “A lot of them are running out of money”.

The financial pressures on the sector — as well as coronavirus-related limits on face-to-face meetings — present a challenge for lawyers looking for pro bono work. NGOs typically play a crucial role in connecting law firms with clients, or as partners in campaigns related to environment, social and governance (ESG) projects.

In Hong Kong, fundraising activities were already hit by anti-government protests, which dominated the second half of last year. In September 2019, for example, a Save the Children event was cancelled as a result of the unrest.

Women's Livelihood Bond
Flourishing: the Women's Livelihood Bond put to work in Cambodia © IIX Global

Lawyers suggest a lot of fundraising was held over to the start of this year, only to be further derailed by the coronavirus outbreak.

Lorna Chen, Asia regional managing partner at Shearman & Sterling in Hong Kong, says that while her firm remains active on a number of initiatives, new pro bono opportunities are currently difficult to find — a problem also affecting normal, day-to-day work of lawyers globally. “On the transactional work side, market activity level is down . . . people just can’t finish their due diligence trips and can’t travel,” she says.

There are signs, however, that other, less conventional applications of pro bono work, such as corporate law generally and capital markets in particular, might emerge if the crisis facing the region’s philanthropic sector continues. In a pro bono roundtable meeting held via videoconference in May, law firms discussed whether pro bono mergers and acquisition advice for NGOs might well become necessary if their financial challenges worsen.

“You could have four organisations dealing with migrant worker rights, [and] they might say let’s think about coming together if we’re going to survive,” says Ms Husted at Allen & Overy.

Brendan Hannigan, a partner at Allen & Overy in Singapore, who specialises in M&A across Asia and also participates in the firm’s pro bono efforts, says such measures would be unusual.

“There’s no tradition of charities merging in this way . . . But there’s no reason why they shouldn’t,” he says. “It’s crisis management.”

If law firms do turn towards less traditional methods of sharing their expertise pro bono, the move will echo the Women’s Livelihood Bond programme, which began in 2016 and expects to raise another $30m-$50m later this year. The initiative represented a rare opportunity for capital markets lawyers to dispense their advice for free.

While short-term effects from the coronavirus generate challenges in traditional pro bono work, a longer-term shift towards impact investing — as well as an urgent need for funding in the NGO sector — stands to provide lawyers with an opportunity to contribute pro bono their legal expertise in capital markets and M&A.

“Imagine you’re a capital markets lawyer in Hong Kong and you think ‘well, how can I meaningfully provide pro bono assistance in a way that uses my skill set?’” says Mr Kraybill, who formerly worked in investment banking and asset management. “They’re very enthusiastic about this product [the Women’s Livelihood Bond] because it really uses the skills that they’ve honed.”

Part of the reason that pro bono work is so helpful for capital issuance, Mr Kraybill adds, is that the smaller sums being raised would otherwise mean very high market-rate fees relative to the deal size.

“If we get to bonds of large enough size, maybe that’s not needed any more,” he says of pro bono work. “But, at least to get this new market off the ground, it’s absolutely needed.”

The tables below rank law firms for the FT Innovative Lawyers Asia-Pacific awards

Responsible law firms
RankLaw firm and descriptionOriginalityLeadershipImpactTOTAL
STANDOUTLatham & Watkins — Provided pro bono advice to banks DBS, Standard Chartered and ANZ as placement agents to the Impact Investment Exchange's issuance of Women's Livelihood Bonds. Lawyers developed creative structures to ensure the bonds would be attractive to both institutions and private banking investors, and so the product could be scaled and replicated in different countries and sectors. This bond, the second in a series, complies with international standards to qualify as a social bond as well as a green bond.78924
STANDOUTShearman & Sterling — Represented the Impact Investment Exchange, creating a robust and scalable legal framework for the second in its series of Women's Livelihood Bond issuances. The bond makes capital accessible to women-owned businesses in south and south-east Asia and, as it is a social bond, investments are having a demonstrable impact on the lives of women in the region.78924
HIGHLY COMMENDEDMori Hamada & Matsumoto — Announced support of the American Chamber of Commerce in Japan's statement that marriage equality in Japan would have economic benefits for the country. This made Mori Hamada & Matsumoto the first national law firm to publicly endorse marriage equality. Japan’s three other largest law firms subsequently also voiced their support, and management and junior members from all four firms are working together to help progress marriage equality.78722
HIGHLY COMMENDEDLC Lawyers — Established a precedent for the use of video conferencing in labour tribunal hearings in Hong Kong, allowing migrant workers to raise claims against employers of wrongful termination of contracts without needing to appear in court. Many were previously unable to raise claims in court as migrant workers are often deported when unemployed.77721
HIGHLY COMMENDEDTrilegal — Collaborated with US non-profit Agami on the creation of an open source legal data platform where public and private institutions can upload legal data for legal professionals and researchers across India to use. The firm's support includes setting the strategic aims of the project, helping to increase the profile of the platform and engage contributors.98421
COMMENDEDShardul Amarchand Mangaldas & Co — Established a formal pro bono offering within the firm's public policy and regulatory affairs practice, involving 12 lawyers who provide advisory services to NGOs and non-profit organisations. Cases are assigned the same amount of time and resources as for-profit cases.57820
COMMENDEDKhaitan & Co — The firm's diversity and inclusion strategy Arise (acceptance, recognition, inspiration, support and empowerment) draws on global best practice. New policy changes help women progress to leadership positions and support LGBT members of staff.57719
COMMENDEDNishimura & Asahi — Advised Famiee, a non-profit organisation, on the launch of an app that issues civil partnership certificates for LGBT couples, stored using blockchain technology. In organisations that recognise this documentation, LGBT couples can ensure they receive the same treatment by their employers as heterosexual couples, even though their relationship status is not recognised equally under the law in Japan.87419
Thought leadership and social responsibility
RankOrganisation & DescriptionOriginalityLeadershipImpactTotal
STANDOUTDBS Bank — DBS's legal team is active in industry-wide conversations about ethical data use, helping it become the first business in Singapore to be awarded the Data Protection Trustmark by the Infocomm Media Development Authority of Singapore. Separately, the team is consulting with the Personal Data Protection Commission to balance individual rights with business interests and has advocated for a sector-specific approach to data portability.89724
HIGHLY COMMENDEDISDA — Collaborated with law firm Clifford Chance, the Singapore Academy of Law and fintech R3 to produce a white paper in January that clarifies the governing law in smart contracts to encourage more financial institutions in Asia to adopt blockchain-enabled contracts.97723
COMMENDEDJardine Cycle & Carriage — The investment holding company's general counsel oversees its Mindset mental health charity. It supports people with mental health challenges to re-enter the workforce and recently developed a digital addiction initiative to help teenagers suffering social isolation and other effects of the addiction.77721
COMMENDEDPayPal — Consulted the Monetary Authority of Singapore for the Payment Services Act 2019 to incorporate legislation compatible for both traditional banking institutions and global fintech companies, including new laws on anti-money laundering, e-wallets and e-money, and handling cross-border ecommerce transactions.67821
COMMENDEDDBS Bank — In a collaboration with the Family Justice Courts in Singapore, the bank's legal team created a simplified court order that can be used to access the bank account of a family member for emergency funds if the account holder is mentally incapacitated.76720
COMMENDEDHongkong and Shanghai Hotels — The legal team has worked to raise awareness and educate the hospitality industry on modern slavery. The team has also been influential in raising the importance of corporate social responsibility within their own business.57719
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