Inside Life: Lisa Gan Tomlins, MADE.COM

Lisa Gan Tomlins is general counsel of online designer furniture retailer MADE.COM, having joined the company as its first lawyer in December 2014 from online takeaway business Just Eat.

Singapore-educated, she achieved a first in law at Cambridge followed by a US masters in law at NYU. "After the rigorous case analysis and compulsory Roman law module at Cambridge, NYU was an eye-opening experience," says Tomlins. She recalls a Monday evening M&A course run by two Wachtell Lipton partners: "The room was always packed and they'd talk about how multibillion dollar deals were done in real life."

"There was also an international arbitration course where we worked up to a full mock arbitration, preparing a 20-30 page brief: the full works," she says. The contrasting teaching styles of her law degree and masters were complementary, allowing her to reconcile more theoretical aspects of the law with how it works in practice in the modern world.

"After my masters, I was not quite ready to leave New York so I took the New York bar exam and a role with Debevoise & Plimpton in their New York office," says Tomlins. She focused mainly on M&A and joint ventures until she moved to the London office, where her mix of UK and US qualifications made her a perfect fit. She took the QLTT after a few years, making her dual-qualified.

There was quite a mixture of work in the corporate and restructuring areas, but Tomlins gravitated towards capital markets work, moving to Cleary Gottlieb in 2006, from where she also spent time on secondment to Goldman Sachs focusing on IPO and other equity and debt capital market transactions.

"What I enjoyed most about capital markets transactions was getting to know the company really well," says Tomlins. "What I found most frustrating as an external lawyer (and also at an investment bank) was that you only saw a small part of a company's life cycle. You'd work with them closely for six months to a year to improve their governance, ensure the disclosure was complete and accurate and then just as they raised a lot of money to do something very exciting you waved goodbye and had to watch the next part of the story on the news."

Tomlins found she wanted to work with companies from an earlier stage in their development, and continue with them as they grew, moving to Just Eat shortly after they completed a series C fundraising and taking the company through its IPO and the first six months after listing. "I joined MADE.COM even earlier, just before the series C fundraising, and I'm very excited about helping them prepare for the next stage," says Tomlins.

An interesting part of that journey is that Tomlins has now worked on the four possible sides of equity fundraisings for companies: in private practice representing companies and investment banks, in-house at the investment bank, and now on the company's side helping them directly. "This gives me a unique perspective on the interests and risks for all of the parties," says Tomlins.

On a day-to-day basis she uses this perspective constantly. It is often at the back of her mind when thinking about how to tackle a business issue. Her focus is not just on the short-term practicalities, but also on the question of how that issue will play out in a potential future due diligence exercise.

"For example, I'm always thinking about change of control and assignment clauses to ensure we have maximum flexibility in case our corporate structure changes," she says. "Whenever I'm thinking about approvals, I always have to strike a balance between keeping us agile but on the other hand knowing that if we don't have formal board or investor consent documented, that might raise an unnecessary red flag regarding corporate governance in the mind of a private practice lawyer conducting a future due diligence exercise."

How does she strike that balance? "It depends on the nature, materiality and size of the issue. We're not a FTSE 100 company and we won't be able to achieve our ambitions if we get weighed down by paperwork and bureaucracy. Equally, however, we're not a company in crazy survival mode where a very high level of risks is acceptable because the future is so uncertain, and we have to recognise that our current and future investors expect or will expect us to implement appropriate controls and processes," she says. "This is where a lawyer can add real value as part of the company. You have an insight into the dynamics of the management and board as a whole, you see where the real risks arise on a day-to-day basis, and you can make more judgement calls."

Being the only lawyer in the room meant that her first months were spent doing a lot of internal PR. "My initial approach was 'come to me anytime about anything'," she says. A year-and-a-half on, she is now looking to put in place a light process to empower the business to get the best out of her without putting a barrier in place. "What I hope to get to is a position where what finds its way to me is a person with a better informed question."

She is a great champion of training the business, especially when it comes to thinking about commercial issues that sometimes masquerade as legal ones, such as ownership of IP rights. "There is one of me and more than 200 of my colleagues. It would be remiss to think I am the only one who should be thinking about legal issues," she says. "Part of my job is to empower my colleagues to do more informed thinking, to up-skill the business as it grows."

That growth brings the challenge that it can be hard to keep up with demand for her services, and keep on top of all the areas of law that might affect the company's activities. "I love the intellectual stretch of being a mini-expert in all areas of the law, because you have to decide whether something is even an issue to be looked at either by yourself or an external lawyer, whether it is a development in company law or environmental packaging regulations."

Working with early-stage businesses also provides freedom to innovate. "In a rapidly growing business you are not stuck with legacy approaches," she says. "You have an opportunity to make a real mark and create a way of working that is perfectly adapted to the evolving needs of the business." In taking this approach Tomlins says she was inspired by Jeffrey Eneberi, GC of Just Eat. "He is a very creative thinker and puts a huge emphasis on reaching out to the business in a way that's approachable and fun."

Fun may not be a word that lawyers often use in relation to their work, but speaking with Tomlins it is clear that she finds the work she does with early-stage businesses truly exhilarating. "What I find most interesting, and challenging, is being right beside my client at all levels of the business every day. I'm not an outsider. I love being enmeshed in the business and playing a part in its exciting growth, with influence over commercial matters, not just a legal remit."