How in-house counsel should handle restructuring — and when to engage external counsel.
Restructuring is often viewed through a business lens: a matter of data, bottom line and efficiency. For external counsel such as Mr Ramesh Selvaraj and Mr William Ong of Allen & Gledhill, who have been providing extensive counsel on navigating retrenchment and organisational change, it’s very much a people matter — and one that’s close to their hearts.
We caught up with the gentlemen before they take the stage at the forthcoming Regional Counsel LIVE. Their session, titled More than Numbers – Navigating Restructuring and Workplace Fairness, will offer insights into managing and balancing restructuring with precision and empathy — a process that often goes beyond the black-letter law.
“We are mindful that the positions taken have to be made with empathy, even as we realise that these are business decisions,” explains Ramesh, who is the deputy co-head of the firm’s international arbitration practice. “Ultimately, the business decides. But it would be remiss of us as counsel not to point out matters that need to be confronted and discussed.”
William, who co-heads A&G’s litigation and dispute resolution team, offers an example of an employee who might have made a mistake that could lead to termination. “You may be legally entitled to terminate the employee either by notice or through summary dismissal. But the question is not only whether you can do it — it is whether you should.”
Rules of Engagement
Through their careers, they’ve been engaged at different stages of the restructuring process. William notes that some companies try to handle matters internally at first. “They might work through much of the process themselves before turning to external lawyers for particularly tricky elements.”
In other situations, both in-house and external counsel are involved throughout. Ramesh increasingly sees this approach. Where legal teams were once brought in mainly at the end to manage documentation or termination risk, they are now engaged much earlier.
On preparing for the forthcoming Workplace Fairness Act
“Take it that the Act will apply to you. The principles are largely common sense — you should not be discriminating in the first place. SMEs should not wait until 2027 to start. There is no downside to putting fair practices in place now.”
William Ong
“With large-scale restructurings attracting greater public scrutiny, lawyers may be involved even in shaping the business rationale and guiding management on whether decisions are grounded in legitimate operational needs.” In other words, their role now spans both strategic and risk management, including public communications.
Legal teams also help map out the workforce affected — identifying vulnerable employee groups or potential discrimination risks — and ensure the process aligns with the tripartite guidelines on retrenchment.
This process of workforce mapping isn’t just used when deciding who may be retrenched; it’s also a way of identifying roles in cases of redeployment brought on by artificial intelligence (AI), adds Ramesh. “I was surprised to hear that legal teams in large MNCs are handling cases of redeployment and reskilling. It used to be the realm of just ops but no longer is the case.”
On AI, William adds that for now, it is more gradual than a disruptive force. “I haven’t yet come across a case where AI has directly driven a retrenchment decision,” he says. “What we are seeing instead is a greater emphasis on hiring people with skills that can add value and complement the benefits that technologies such as AI bring to the table.”
For junior lawyers supporting restructuring exercises
“Junior lawyers should appreciate the wider commercial context. In-house teams are not just managing legal risk — they are also thinking about timelines, employee relations and reputational impact. Concise, practical advice helps them make decisions quickly.”
Ramesh Selvaraj
The Value of Counsel
There are differing views not only on when external counsel should be engaged, but also on whether they need to be engaged at all.
To this, Ramesh says, “I’ve come to appreciate that being external to the process does make a difference.”
“In-house teams are very close to the business and the people, which is important, but it also means there can be certain biases that may creep in. Sometimes it just helps to have someone a step removed to lend a perspective.”
William adds that the experience of external counsel in dealing with restructurings cannot be discounted. “Few in-house counsel have the chance to handle restructurings more than a handful of times in their careers,” he says. For that reason, it can help for in-house lawyers to first map out their plans and run them by external counsel to ensure nothing critical has been overlooked.
The Next Lap
Seeing as the pair have nearly 50 years of experience between them, we ask about their motivations for staying in this area of work. William agrees with Ramesh’s earlier view that the impact of the work is quite tangible. “A lot of what we do has a real impact on the individual concerned,” he says. “For retrenchment, it may not just be the package and their entitlement under the law that dominates the discussion. How it is communicated and explaining the ‘why’ often matters.”
Ramesh references a recent conversation with his 19-year-old daughter, who is due to study law. “My daughter told me she wants to study law because she likes working with people. And it made me realise that this area of law really is about that — it sits at the intersection of law, business and people’s lives. We’re not just applying the law, we’re actually helping clients make decisions that affect real people.”