Face to Face with Teresa Ko, China Chairman, Freshfields Bruckhaus Deringer

Teresa Ko’s career is characterised by a series of ‘firsts’. She became the first Chinese and a female to be made an equity partner at Freshfields and the first partner to be appointed China Chairman; and the first ever female chairman of the Listing Committee of the Hong Kong Stock Exchange. Adopting the motto “life is what you make of it and never never never give up”, she maintains a work-life balance, having two children who are young adults now who still talk to their mum and staying happily married.

Teresa was born and raised in Hong Kong. As a child, she was not too fond of school and her grades were “often a disaster”. She sleep-walked on one occasion and asked her mother to sign her red inked report. At 13, she was sent off to a convent boarding school in the UK to be “educated”. Although this was an intimidating experience when she first arrived as she did not speak much English, she soon appreciated the perks: less homework and most of the time she worked with classmates together in groups. Too much of a good thing led to grades that were inadequate for admission to university. “My life’s first big failure.” Teresa fortunately realised her mistake. She jolted herself into a massive study overdrive and attained two “firsts” - one being her law degree from what is now called the University of Westminster, and the second being a Master’s degree from Cambridge. “It proved I had a brain after all, which was a relief to me and my family. Setbacks are not failures if you deal with them proactively and learn lessons from them. Over the years I have become an avid believer of the growth mindset. I consider myself a late developer and I am still developing!”

Law was not Teresa’s first choice of career. She did some sewing when she was little which might be the reason she was interested in fashion design. “I even made a Qipao for my mother and I have always had a creative streak in me!” Teresa’s father however didn’t think it was much of a profession but she knew he would not object to the law. Teresa worked for four years as a lawyer at a medium-sized law firm in London (two years as a trainee and two years as a solicitor). She hadn’t considered any of the leading law firms as rumours at the time were that trainees at big law firms spent most of their time photocopying which was “far from the truth and especially so today”.

A decade before Hong Kong’s handover to China, whilst Hong Kong’s economy was booming, Teresa decided that it was a good time to move back. She was also lured by the luxury of accessing affordable domestic help. “I don’t have to do the ironing anymore!” Teresa had received lots of job offers but chose to work at Freshfields which was a small law firm in Hong Kong at the time with just three partners and around five associates.

Teresa hadn’t planned on specialising in IPOs. “I thought joining a small office would mean the work would be more varied but I spent three years doing aircraft financing. This was very active and hard work but I learned a huge amount from the then senior partner who was a legal guru in the asset financing field.” She also learned M&A from other partners. “So overall I had a very varied diet, literally doing anything and everything that came through our door!”

Teresa was the only Chinese (or rather, Cantonese) speaker in the office, as the only other Chinese associate resigned after she had joined the firm. So when Beijing invited Freshfields (along with eight other law firms in Hong Kong) to give a talk on how to list Chinese state-owned enterprises (SOEs) on the Hong Kong Stock Exchange, Teresa was the only choice. “I protested and explained I spoke Cantonese, not Mandarin and that I didn’t even know what a listing was in those days, let alone being able to give a talk on the chosen subject.” Teresa had to prepare and give a speech with help. Internally, her colleagues in Freshfields London assisted in writing the speech. Externally, some Chinese translation service providers translated the speech into Chinese characters and Teresa’s Mandarin tutor subsequently re-wrote the draft into Chinese “that a Mainland audience could understand.” “I practiced the words with pinyin annotations all over the page literally like a parrot for three weeks until I could sing the whole speech like an operetta.” Her efforts were not in vain – “we fortuitously landed ourselves with the first dual Hong Kong and New York listing of what is now Sinopec Shanghai Petrochemical.” This meant more Mandarin.

Teresa found the first SOE listing to be an incredible experience. They were working an hour outside Shanghai in Jinshan, which is a gigantic petrochemical plant and a town for the workers. “Part of our job included separating the profit-making business from the non-profit-making support services such as schools, hospitals, restaurants and even the courthouse, which was nothing I (or anyone else for that matter) had ever done before. The listing was a great success and I was astute enough to see this huge wave of listings coming. I told the then-senior partner that doing one feels like a bit of an accident, but if we do two, we will have a track record. He then told me to go and get the second one. I did get the second one, and the rest is history.”

Teresa has kept her practice diverse. As well as listings, she has continued to work on M&A transactions, including many complex and novel deals such as a three-way privatisation, the most transformative banking takeover in Hong Kong, cross-border outbound acquisitions, securities joint ventures in Mainland China as well as many takeovers and restructurings involving listed and non-listed companies. “I owe a lot of my legal grounding to my early days at Freshfields in Hong Kong, thinking out-of-the-box and often working things out with just a blank sheet of paper!”

Teresa has faced many challenges, sometimes deal-related like creating WPIP or eIPO to facilitate simultaneous A- and H-share listings or easier applications by brokers respectively, sometimes client driven like preparing four versions of a possible takeover and restructuring transaction to minimise suspension time and sometimes market-driven like an unfortunate leak that needs sorting as well as ensuring the deal still got done. “To me challenges are often opportunities to do something different, to differentiate ourselves or myself and to make a difference. What I think is most important is not to panic, to keep a cool head and to think - it is no shame to say I have to think about this - and it does help if there is a nice cup of tea to hand!”

Teresa has some ‘dos and don’ts’ for IPO practitioners. “Let me start by saying that preparing a company for an IPO is both a privilege as well as a responsibility. It is a privilege as we get to understand someone else’s business. This is usually a fascinating and enriching experience as no two businesses are ever the same, whether the company is a state owned enterprise, a privately owned enterprise or an international business. It is also enormously satisfying to help take a company public. IPO proceeds can fuel further growth which in turn benefits the company, its employees, its shareholders and other stakeholders. Preparing a company for an IPO is also a responsibility as serious legal and regulatory liabilities flow from so many aspects of the work on an IPO.”

Teresa shared three ‘don’ts’. The first ‘don’t’ for IPO lawyers is not to end up just being a document processor or a glorified project co-ordinator. Even junior lawyers can get involved in the prospectus and the whole exercise and follow the discussions on the substantive issues. The second ‘don’t’ is don’t just copy and paste and be a slave to precedents - think through what is needed, as what was in the last prospectus is no guarantee that it will be right for this one. The third don’t is don’t always accept at face value what you are being told, (even when this comes from your client!) – ask searching and thoughtful questions.

In terms of ‘dos’, the first would be to spend time to develop real legal skills – the basic tools of the trade are the relevant rules and regulations – and to work on being technically strong. In Hong Kong, this means reading the Listing Rules, the Listing Committee’s decisions, the guidance letters, the FAQs and understanding the rationale behind each rule and decision. Also, pay attention to the guidance published by the SFC and what the SFC is focusing on. The second ‘do’ is to take due diligence seriously. Remember to apply “professional scepticism” - you are paid not only to provide solutions but also to ask questions, not just to clients but also to the other professionals involved, and sometimes you need to ask tough questions. The third ‘do’ is to make sure the management and directors of the company being listed understand what it truly means to be a public company. Lawyers have an important role to play in training directors – “I often tell clients that an IPO is only the beginning of life as public company!”

With regard to upcoming developments, “as many will know, we will soon be able to list innovative companies with weighted voting rights on the Hong Kong Stock Exchange, list US-listed companies with weighted voting rights and list pre-revenue as well as pre-profit biotech companies on our Exchange.” Teresa added, “whilst this is an exciting new chapter for our market, many of the companies wishing to take advantage of this new opening up will have a high risk or even speculative profile - we really need all professionals to act as filters to ensure the sustainable development of Hong Kong as an international financial centre and ideally to help to develop Hong Kong as the venue of choice for high quality companies to list and raise funds here.”

A topic close to Teresa’s heart is the percentage of women on listed companies’ boards. “I question if the current proposal goes far enough in not providing gender breakdowns in listed companies’ disclosure even though the diversity policy disclosure is proposed to be upgraded to a listing rule requirement. It is embarrassing to see women on Hong Kong listed boards at only 13.8 percent in January 20181 when the statistics in all other major financial markets are well over 25 percent if not higher. May be it is the reluctance of listed companies to bring about real change, to only pay lip service to governance at board level and to be reluctant to let capable and committed independent non-executive directors function as they should that is the matter- why indeed should women waste time on boards if nothing can ever be changed for the better!”

Teresa is also involved in public service. She sat as an Independent Non-Executive Director of the Travel Industry Council for eight years. “I learned a lot about how a self-regulatory body was not necessarily the best way to tackle some of the problems which have challenged our tourist industry. The government is finally doing something about this after 15 years as a statutory body is being formed to regulate tour guides and tour operators soon. In my time, I did help to change the byelaws to allow the government to appoint more independent directors to the board and to allow the nomination of candidates for direct election onto the board.” She is currently a Non-Executive Director of the Securities and Futures Commission in Hong Kong and a deputy chairman of the Hong Kong Takeovers and Mergers Panel. She also chairs the Investor Compensation Company Limited. She served on the Listing Committee of the Hong Kong Stock Exchange from 2006 to 2012, the first three years as a Deputy Chairman and the last three years as Chairman. She has also served as a member of the Exchange Fund Advisory Committee of the Hong Kong Monetary Authority and as a member of the Expert Advisory Committee for M&A of the China Securities Regulatory Commission.

“Being on these committees requires a lot of commitment. I remember when I was chair of the listing committee, every Wednesday night was spent buried under prospectuses and weekends before policy meetings were fully taken up reading papers and planning how to chair the discussions so we had a proper debate of the topics and developed some sensible decisions to help improve our market. What I enjoy most is the interaction with fellow committee members and the opportunities for learning and growth. I also think it is vital that practitioners have a strong voice so that practical as well as legal aspects can be considered by the regulators.”

Recently, Teresa was appointed as one of 22 trustees of the IFRS Foundation, which is responsible for the governance and oversight of the International Accounting Standards Board, which sets IFRS Standards. “I value this opportunity as I believe in the mission of the foundation, which is to adopt a global set of accounting standards across all jurisdictions. It is a truly international organisation. Another opportunity for learning for me!”

With regard to the future of the law profession, she believes that lawyers definitely need to adjust and embrace change. Notwithstanding artificial intelligence and other technological innovations, the legal business is a people’s business which brings with it the need for experience, judgement, relationships and the human touch; these are important facets of the profession that will endure.

One piece of advice Teresa would like to give someone thinking of pursuing a career in law: “I have been incredibly lucky to have enjoyed my career in the law so tremendously – even though I didn’t originally choose it! It is hard work and getting even more competitive. So don’t do it if it is just to please your parents – nor just for the money. I hope if you consider a legal career it is because you believe in the power of the law which permeates every aspect of our society and you want to do your bit to uphold it – and to help and influence others to do the right thing!”

1 Hang Seng Index (HIS) 50 listed companies


Lead Legal Editor, Hong Kong Lawyer