‘Blitzscaling’ at Babylon 

Hi 👋 Who are you?

I’m Jing Wei Luo, I’m the Senior Legal Counsel at Babylon. I was the second legal hire, reporting to the GC, now CLO, Henry Bennett. I joined Babylon in January 2018 and, in just over four years, our legal team has scaled from two lawyers in the UK to 18 across the UK and the US, serving a business of over 2500 people. 

What stage was Babylon at when you first joined? 

I joined Babylon after its $60m Series B round, when we had fewer than 300 employees. Like any legal team in a startup, we were initially a small team firefighting our way through problems, but we gradually increased headcount to help with resourcing and subject matter expertise. The ‘blitzscaling’ journey has been such a surreal experience! 

Talk us through your role - how has it since you first joined the company?

I initially joined as a paralegal. When we were still a small team, I supported the company on corporate and commercial projects, privacy matters, litigation, and employment and IP matters. I’ve completed my training contract at Babylon, qualified in 2020 and became senior legal counsel in 2021. 

As the business grew, we bolstered the legal team’s capability by hiring subject matter experts and my interests increasingly veered towards corporate matters. 

As a result, I’ve supported the company on the Series C fundraise in 2019, various interim financings (equity and debt), and on our listing in 2021, on the NYSE by way of a de-SPAC transaction.

While I focus on corporate work, I still get to dive into the commercial side of the business. Highlights include: 

• Working on some of our large-scale AI licensing agreements
• Overseeing legal’s relationship with the company’s procurement team
• Reviewing high-value vendor agreements
• Leading on various legal operations matters

That’s the nature of working in-house - while you might join or specialise in a particular area, you need to be flexible in your approach and be willing to work on a variety of matters.

That variety is exciting to me because it sharpens my skills and further deepens my relationships with the rest of the business, as well as allowing me to connect with the growing in-house community.

And as a lawyer mainly focusing on corporate matters, what does your day-to-day look like?

As a public company listed in the US, we need to consider our new regulatory requirements and how those interact with the business’ goals. A lot of legal’s focus goes into making sure we’re dealing with matters properly, in accordance with our SEC obligations and disclosure requirements, and maintaining appropriate corporate governance and stakeholder management. 

I also lead on various cross-border M&A projects and support on transactions. This includes working closely with other members of the team and with our external lawyers, as well as coordinating with finance to make sure that we’re aligned on next steps. 

We’ve introduced new processes to ensure legal scales with the business, while still maintaining the company’s values of dreaming big, building fast, and being brilliant

Was there a turning point when you realised that the dynamic of the company was changing as the business continued to grow?

We always celebrated certain milestones that emphasised our ‘blitzscaling’, like when we signed our first large-scale AI licensing agreement in 2018 or when we announced our Series C fundraise in 2019 - but to me it’s been more of a gradual process. 

We’ve grown from a relatively small startup to a global public company, and naturally introduced new processes to ensure legal scales with the business, while still maintaining the company’s values of dreaming big, building fast, and being brilliant. 

We see ourselves as facilitators, rather than blockers - we’re not here to just say no, we’re here to provide solutions and seize opportunities, and we’ve continued to do so as the company has scaled - the only difference is in the way we provide that support.

How has that support changed over the years?

Legal is an approachable part of the business, and our colleagues often seek advice via Outlook, Slack, calls, or even just tapping our shoulder in-person. 

As we scaled, requests came from so many angles, it became challenging to stay on top of everything. To keep up with this growth, we set up a legal front door for the rest of the business to get in touch with us, which involved implementing a ticketing system so colleagues could submit their requests. These requests were then automatically routed to the relevant members of the team. 

This platform allowed us to:

• Streamline our communications
• Align with the rest of the business
• Easily track open tasks 
• Provide the team with key metrics

We’ve since gained insight into frequently asked questions, which helped us in creating a knowledge base that answered them and explained certain legal concepts, such as the importance of a non-disclosure agreement, or how to deal with contract negotiations. 

We streamlined our communications with the business and continued to use analytics to influence the resources we offered. For example, to combat a surge of requests for NDAs, we prioritised uploading the latest version on our knowledge base and answering FAQs around this contract. 

Both the knowledge base and the ticketing system don’t require that much input in order to scale with the business, so it’s definitely been a turning point for how legal operates, and I’d absolutely recommend it as the team scales. It can be hard to focus on something like this when you’re firefighting, but it does save time in the long run!

And then Babylon reached a point where the business was planning to go public - what was your initial reaction to that news?

Excitement, definitely - it’s a huge milestone for the company and not something that many companies get to experience. It’s also daunting; the impending workload hits you, and you come to terms with how much work you need to get done to be ready for the exit. 

Babylon went public via a de-SPAC transaction, which usually has a shorter timeline compared to a traditional IPO. And this means the pressure to meet those deadlines is higher since you’re working on a more condensed timetable.

How did you prepare for the work ahead?

Firstly we arranged a kick-off call with the key advisors (legal and financial, both internal and external) to align on business goals and the plan to achieve them. 

For the legal team specifically, we broke down the plan to go public into key actionable steps with responsibilities for each party, to make sure that nothing was missed. This is typical in any type of transaction, but we had a level of complexity at Babylon that added additional dimensions and challenges.

We were listing in the US, so we looked at our resourcing. The legal corporate team was based in the UK, so we hired a US securities lawyer who would be familiar with the exit process to work alongside our external counsel and provide long-term sustainability after the company had listed.

How has your role changed, now that Babylon is a public company? 

Since going public, there has been an extra dimension of compliance because we need to be mindful of our SEC obligations and disclosure requirements. Supporting Babylon as a public company is particularly exciting because of our interesting corporate structure; we’re a Jersey-incorporated company that’s headquartered in the UK and is listed in the US. 

The team is therefore constantly spinning several plates and exploring new opportunities in various jurisdictions, and we continue to play an integral role in making sure everything fits within the new framework.

Babylon’s journey from a private company to being US-listed has been super exciting. I’ve learnt (and continue to learn) so much and the experience has definitely been worth the grind! 

Running your own gap analysis by asking the same due diligence questions that a potential investor or buyer would, can help shape your understanding of the business

What advice would you give lawyers joining a ‘blitzscaling’ company?

The key piece of advice I would give is to always have a mindset for growth. This will help streamline how the team operates and will make things easier when it comes to a funding round or an exit. It's also useful to:

1. Run an internal gap analysis.

‍Running your own gap analysis by asking the same due diligence questions that a potential investor or buyer would, can help shape your understanding of the business, inside and out. As an extension, making sure that you have all documents to hand and that you’re able to speak to these risks and how you mitigate them is a useful skill to have. 

2. Establish ways of working for your team.

If you’re joining as the first lawyer, or as part of a small team, you’ll probably find yourself in a hectic position firefighting on a daily basis. As you expand, people come from various backgrounds and have different ways of working, so it’s important that everyone is aligned and collaborates effectively. 

Establishing these ways of working can range from setting up a central repository of documents and advice notes, to having a specific naming structure for documents, to creating distribution lists so that tasks don’t get overlooked. 

3. Enjoy the process.

‍Supporting a business through various stages of growth is super exciting but it can also be a grind. To stay motivated, just remember that you’re helping to build something that has an impact, so make sure you breathe and save time to enjoy the journey.

Thanks, Jing!

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