“A lawyer must be open-minded and adaptable enough to quickly adjust to different circumstances, for a successful legal practice”- Dushyantha Perera, Partner, Sudath Perera Associates

This Interview has been published by Pragya Chandni and The SuperLawyer Team

Can you share with us the journey that led you to specialize in Corporate and Commercial law, particularly in the non-contentious aspect?

I am a second-generation lawyer, so attending law school, especially coming from a South Asian background, was almost a ‘fait accompli’. However, during law school, I discovered a keen interest in contract and commercial law modules. I found myself drawn to these modules much more than those dealing with subjects such as criminal or constitutional law, and I also realized that I had a natural aptitude for them. This interest led me to pursue internships that would allow me to delve deeper into related fields. My first internship was with the legal department of Unilever Sri Lanka, followed by another at a corporate law firm in Sri Lanka (where I got to directly work on M&A transactions and corporate restructurings). From then on, I never looked back.

What inspired you to pursue your master’s degree in International Trade Law after your undergraduate studies?

Pursuing a master’s degree was largely circumstantial. I had just returned to Sri Lanka after completing my LLB and was getting ready to sit for my attorney’s exams. I had also started working with a law firm as a legal assistant, which was a full-time commitment. The master’s degree in question was being administered by the Advanced Legal Studies Unit of the Sri Lanka Law College and was a part-time course specifically targeting working lawyers. Incidentally, it was a first of its kind at the time, although external LLM degrees from UK universities are now offered by various institutions in Sri Lanka. So, when I saw the advertisement, given the specialisation, the timing of classes (Saturdays and one evening a week) and the lecture panel (which consisted of some of the most eminent subject matter experts in the country, including two current Supreme Court judges – Justice Janak de Silva and Justice Arjuna Obeysekera), I was very keen to apply. 

I would generally advise any young lawyer or aspiring lawyer to get some real-world experience before pursuing a master’s degree or doctorate, unless you’re inclined towards an academic career or very passionate about the topic of study. It shouldn’t simply become an exercise in enhancing your resume.  

With your experience spanning across different regions and legal systems, particularly Singapore and Sri Lanka, what are some of the key differences you’ve observed in handling cross-border M&A transactions?

I’ve only practiced in Singapore and Sri Lanka, but both have involved a lot of cross-border work. In the last 6 months alone, I’ve handled acquisitions, corporate restructurings and VC transactions in the US, Kenya, India and Singapore. In my current role I’m predominantly a domestic lawyer in Sri Lanka, focusing on transactional and legal advisory work within the country, but I have some clients from my stint in Singapore keeping me occupied on offshore transactions. My firm also specialises in helping Sri Lankan companies expand internationally. Each jurisdiction is different; sometimes their legal systems are easier to reconcile and understand because of a common history. For example, Sri Lanka and India share a lot of similar laws and administrative practices due to both having been British colonies, and sometimes they can be very different (such as in civil law countries, as I experienced on a power sector investment in Germany a few years back). M&A or projects/project financing work in Singapore, as compared to Sri Lanka for instance, generally involves more sophisticated and voluminous documentation but comparatively less administrative or practical hurdles; this can perhaps be attributed to the maturity and size of the Singaporean economy. 

A lawyer must be open-minded and adaptable enough to quickly adjust to different circumstances, for a successful legal practice. I think this is true regardless of practice specialisation, and it is a perspective and approach that my firm endeavours to instill in all our new trainees.  

As a former Executive Committee member of the Sri Lanka Singapore Business Council and Vice-President of the Inter-Pacific Bar Association, how have your involvement in these organizations influenced your approach to legal practice?

It has reaffirmed my belief in the value and power of networking. The IPBA in particular (as well as the International Bar Association – IBA) is a fantastic place for any lawyer to make connections, learn of developments globally as well as in other jurisdictions and engage in knowledge-sharing. 

Could you walk us through a particularly complex transaction or project you worked on, highlighting the challenges faced and how you navigated through them?

That’s a fairly difficult question to answer, as almost all large transactions and projects I’ve handled have come with some form of complexity. 

One transaction does however stand out, just because of the timing and the circumstances. In mid-December 2021, I was engaged by an international law firm to assist in the sale of the majority shareholding in two Sri Lankan listed companies for a foreign headquartered MNC client. Whilst that would ordinarily be a challenging transaction in itself, this one had to be negotiated and completed during the Christmas break, when most offices in Sri Lanka were closed and I was on a wildlife safari with my family in Chitwan, Nepal! I remember navigating four different time-zones, negotiating documents from the back seat of a safari jeep and roaming around the camp at 4am for some internet connectivity to send out emails. Thankfully I almost never travel without my laptop and a roaming data connection. I also had fantastic support from the transaction intermediaries, including the Colombo Stock Exchange, the brokers, bankers and another Sri Lankan law firm which was acting as a share trustee. They went above and beyond, working through Christmas eve and Christmas day to ensure that we completed the transaction on time. 

I think it’s important for lawyers to build and maintain close business relationships, particularly with regulators and other professional service providers in the market – you may never know when you need to ask for a favour. I think it’s also important, if you’re an M&A lawyer, to be prepared for a transaction to kick off at any time. Admittedly, this might mean less of a ‘work-life balance’ and more of a ‘work-life blend’. 

In your opinion, what are some emerging trends or developments in corporate law, especially in the context of evolving regulatory frameworks and global economic shifts?

From a Sri Lankan viewpoint, I can say that we are seeing a lot more economic activity with India. Between 2013 and 2018, China was arguably the largest source of FDI into the country, particularly towards various infrastructure projects under the Belt-Road Initiative. From 2019 onwards, and particularly post Covid-19, India appears to have taken the overall lead in trade & investment relations with Sri Lanka. This is perhaps a result of PM Modi’s ‘Neighbourhood First’ policy, and consistent with a growing international perception that there is an emergent India – one that is utilising its clout and reach, and leveraging on its potential, as the world’s fifth largest economy. India also appears to be an economic beneficiary of worsening US-China relations, with US and European companies seeking to de-risk and diversify their supply chains. 

Given the cultural and geographical links, as well as the substantial similarities in legal and administrative frameworks, I’ve long been an advocate for greater economic integration between India and Sri Lanka; it is, now more than ever, ‘low hanging fruit’ towards reaching our own development objectives in a mutually beneficial manner. 

Finally, considering your wealth of experience, what advice would you offer to law graduates aspiring to specialize in corporate and commercial law, especially in today’s dynamic legal landscape?

I would say go for it. There are so many emerging practice areas to explore now, within the broader framework of non-contentious corporate and commercial law work, from data privacy to the developments in blockchain technology, cryptocurrency and the use and application of AI. The best way is to get insights and hands-on experience through internships and work placements etc. 

Get in touch with Dushyantha Perera-

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