GC POWERLIST United Kingdom 2019
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GC Powerlist > UNITED KINGDOM 2019
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GC Powerlist: United Kingdom 2019
The research process for the GC Powerlist has grown substantially since the first report was published in 2013, and now encompasses online nominations as well as substantial interviews with senior general counsel (GCs) and private practitioners.
The first stage for the 2019 report began in early December with the launch of an online survey to canvass recommendations for outstanding GCs.. ...read more
The online survey posed the following questions:
- Which individual GC would you highlight as outstanding in terms of performance and overall contribution?
- What qualities would you say make this lawyer outstanding?
- What career achievements would you highlight that illustrate their abilities and potential?
The research period continued into mid-February, with the final names reviewed by Legal Business’s editors, from which we aimed to draw up a list of 102 outstanding individuals.
With the core research, we were looking to individuals that have a strong track record in developing talent, implementing inventive and thoughtful new projects and systems, and those with a demonstrable record of working on successful initiatives.
Weight was given to individuals that received multiple recommendations or those that could demonstrate commercial qualities beyond legal skills. Even more weight was given to the seniority and credibility of those nominating or vouching for individuals. We in addition often looked for credible third-party citations.
As we chart the 102 best in-house performers, Legal Business finds GC excellence has less and less to do with the law
There is a certain irony to be had in
the fact that the best general counsel (GCs) these days are so highly
regarded because they are not lawyers in the traditional sense. Increasingly, the conversations the Legal Business team had while researching the 2019 GC Powerlist were about branching out into other areas,
with risk management oft-cited. ‘Be a lawyer, but don’t act like a lawyer,’ was uttered more than once.
And this approach is not just reserved for the FTSE 100 companies. This holistic focus has touched both the smallest and largest legal teams. On the start-up side, banking app Monzo combined its GC and chief risk officer role for Dean Nash, who is filling the dual position on an interim basis. Donny Ching, the long-established GC of Shell with a more than 1,000-strong in-house legal team, has also had to embrace risk to a greater degree.
He comments: ‘You can’t just look at legal risks anymore, because the legal risk will have certain downsides. If the reputational risk has a larger set of downsides, you may need to say: “Legally, it’s the right thing to do, but we’re not going to do it because it’s going to adversely impact our reputation.”’
This could be oversell: many argue that risk z and legal are natural bedfellows. While Nash notes an increased responsibility to learn about the technicalities of banking, such as accounting rules and cyber security, he has largely rolled with the punches: ‘Risk and legal are obviously different disciplines, but they’re not worlds apart. Compliance is almost just a systematic way of thinking about legal. There’s a common skillset across them all.’
Nigel Paterson, GC of Dixons Carphone, has a risk management professional reporting into him. But before that, the GC role encompassed ‘a lot of risk management’. He notes: ‘GCs are increasingly working on compliance as opposed to the legal advice, which is important because fines and sanctions for non-compliance are increasing.’
Bronagh Kennedy, GC and company secretary of Severn Trent, says risk is now regularly infiltrating the day-to-day work of the legal team. For her, it is about assessing risk at the front end and finding ways to nip it in the bud: ‘We’re using data and trend analysis to understand what needs to change, for example, gathering data on our most recent pollution events. What went wrong with the front-end team for that to happen? We’re not here to help fix problems, we’re here to make sure they don’t happen in the first place.’
This trend is even true for the most regulated, with banking GCs having to regularly re-evaluate their strategies. Compliance is still key, but broader considerations of risk are now higher up the agenda. Bob Hoyt, group GC of Barclays, describes his in-house legal function as ‘much more forward-looking. The joke we make around here is I’m making the transition from being a wartime consigliere to a peacetime consigliere and you know from the movie that if I don’t make that change, I’ll get shipped off to Nevada.’
The Big Four have also been heavily under the spotlight in recent years, with regulators probing them over various audits. Jeremy Barton, GC of KPMG, says that his role has changed as a result: ‘Reputation has become an important consideration. We’re at the stage where reputational risk is almost as important
as legal considerations.’
Of course, GCs are not only having to take on new risk responsibilities. In a profession as varied as in-house law, legal chiefs are required to step into any areas required of them. Daniel Toner, GC of Spire Healthcare Group, has seen his role change dramatically since the company publicly listed in 2014, with an increased focus on governance and shareholder relations.
A by-product of this has been a heightened focus on in-house training initiatives, with a number of high-profile examples. Maaike de Bie, GC of Royal Mail and soon-to-be GC of easyJet, implemented a training programme to ensure all Royal Mail lawyers were financially astute and were therefore confident procuring external services. She even oversaw an internal training academy for junior lawyers, encompassing typical legal skills in addition to broader qualities such as management skills, networking and even meditation.
Bjarne Tellmann, GC of FTSE 100 publishing group Pearson, has written his own book, called Building an Outstanding Legal Team: Battle-Tested Strategies from a General Counsel. In the book he sets out ten core leadership skills required of a GC and nine of them are non-legal. Compounding this, Tellmann sends his trainees to do mini-MBAs or receive ‘executive MBA-style training’ from a range of institutions, including Deloitte University. Aviva, led by legal chief Kirsty Cooper, sponsors anyone in the in-house legal function who wishes to complete an MBA course. As of the end of last year, three lawyers were taking up the offer, with another three set to be sponsored.
At The Royal Bank of Scotland, a broader legal skillset is encouraged rather than taught. RBS has created a ‘gig-resourcing initiative’ where projects and pieces of work are put on a noticeboard for lawyers to volunteer for. It is designed to provide additional opportunities over and above secondments, as well as expand lawyerly qualities. Likewise, Unilever GC Ritva Sotamaa has implemented a flexible experience platform that allows anyone from the legal team to dedicate up to 20% of their time to global projects. In addition, Unilever has created a new position: GC of people and skills.
The new GC, James Barnes, is charged with upskilling the legal team and improving the function’s efficiency.
However, building out the remit of the role means exposing the GC to greater potential liabilities. The most high-profile recent example is that of Felix Ehrat, who resigned from his post as GC of Novartis in May 2018 over a deal struck with Donald Trump’s former lawyer, Michael Cohen, to learn more about approaches to healthcare. Ehrat’s parting statement rings particularly true: ‘Although the contract was legally in order, it was an error.’
The lesson here is that just having a prominent role in a business does not make you impervious. Indeed, power equals responsibility. When asked for one thing GCs commonly get wrong, Diageo GC Siobhán Moriarty replies: ‘Assuming that they are indispensable.’
And, as Martin Bowen, GC of Dyson concludes, it is best to leave your ego at the door: ‘Labels don’t really matter. It’s the contribution you make, the ideas you have and what you bring to the table. It’s not about what you’re called.’
Tom Baker, Hamish McNicol and Anna Cole-Bailey
(Individuals/companies are listed in alphabetical order in each section)
Banks and professional services
Chemicals, healthcare and pharmaceuticals
Fintech, sponsors and investors
Real estate, transport and infrastructure
Retail and consumer products
RPC Business Message
3 Verulam Buildings Business Message
Fox Rodney Business Message
The Law Society Scotland Business Message
Saunderson House Business Message
The Judge Business Message
Bank of England
Nationwide Building Society
Lloyds Banking Group
Bank of America Merrill Lynch
London Stock Exchange Group
The Royal Bank of Scotland
GSK Consumer Healthcare
Gazprom Marketing & Trading
Royal Dutch Shell
Standard Life Aberdeen
Ruwan De Soyza
CVC Capital Partners
The Carlyle Group
Lombard International Assurance
AQR Capital Management
Legal & General
Land Securities Group
The Crown Estate
Maaike de Bie
Heathrow Airport Holdings
Morgan Sindall Group
Sarah Nelson Smith
Wm Morrison Supermarkets
Marks and Spencer
Lisa Gan Tomlins
Associated British Foods
Coca-Cola European Partners
Daily Mail and General Trust
Guardian Media Group
The Financial Times
Banks and professional services
Team size: 39 Major law firms used: DLA Piper, Freshfields Bruckhaus Deringer, Osborne Clarke, Pinsent Masons
Jeremy Barton, GC of Big Four firm KPMG, is one of the leading lights of the in-house community, offering regular insights on innovation and inclusion. On top of this, he has had to contend with a pressing 2018 for KPMG, with the firm heavily under the regulatory spotlight.
Among other investigations, in January 2018 it was revealed that KPMG was being probed by the Financial Reporting Council regarding an audit of now-liquidated construction firm Carillion. It is not the first and will not be the last piece of regulatory scrutiny KPMG will have to handle. Barton says: ‘It’s front and centre. My team is hugely focused on regulatory matters we are experiencing at the moment. We’ve settled a couple of important cases. It’s been a lot of effort.’
One of those settlements was a £3.2m fine paid to the FRC in June last year, over misconduct in the auditing of scandal-hit professional services firm Quindell. However, he disagrees that being under the constant magnifying glass of regulation is a distraction: ‘You could say that dealing with different problems is what we want to be doing! We don’t want the problems of course, but could you really call them a distraction?’
He has also managed to dedicate time in 2018 to re-assessing external legal advice. He uses Integreon and Lawyers On Demand for outsourcing and temp work, but is giving serious thought to employing a consortia of law firms to match his needs. Barton identifies a growing trend of a Magic Circle firm, a mid-tier firm and a New Law provider combining and pitching to clients as a team, and describes it as an attractive prospect. He has also been making changes internally, implementing a new flexible working policy that allows greater scope for lawyers to work from home, to further entice private practice lawyers into the in-house profession. He insists: ‘We have no problem attracting recruits.’
According to Eversheds Sutherland executive partner Ian Gray, Barton’s efforts have not gone unnoticed: ‘He has had a very challenging year due to regulatory change and is the most high-profile GC of all the Big Four. He continues to be very quick to identify positive developments in organising legal services and is equally as quick to identify negative developments.’
Team size: 150 Major law firms used: Freshfields Bruckhaus Deringer, White & Case
Patrick Sarch, corporate partner at White & Case, describes Bank of England GC Sonya Branch as his ‘number one’ selection for the GC Powerlist.
‘She keeps the world spinning on the right axis. She has an office a couple of doors down from Mark Carney, and is the kind of person who wakes up in the morning and thinks: “What I do matters.” She is working in the country’s best interests and of all people deserves some bigging up.’
Branch joined BoE as GC in 2015, a month after chief legal adviser Graham Nicholson retired. Since then, she has seen her in-house legal function inflate at the same rate as the wider business has expanded its remit. Upon arrival, BoE had about 90 staff. It now has around 150 lawyers, paralegals and support staff in the legal function alone.
Another major factor in this increase in headcount was oddly due to the 2012 Financial Services Act, which saw the dissolution of the Financial Services Authority. As a result, Branch estimates around 40 former FSA lawyers joined BoE in 2013. She comments: ‘Every institution has its own defining cultures. The thing that uniquely defines BoE is: “Never underestimate the power of the public mission that drives us all.”’
The first few years of her tenure were spent bedding in this rapidly expanding team, as well as giving the function a general shake-up. A flabby structure of nine legal units was streamlined to four and a separate ‘EU withdrawal’ division was set up. She also appointed two new deputy GCs in order to provide greater career progression opportunities. ‘There was no clear, structured career progression to the GC role for legal colleagues when I first joined, but I have since provided that path.’
High up the 2018 agenda was the looming prospect of Brexit, in whatever guise it may ultimately take this month. The in-house legal team was obliged to sift through around 10,000 pages of EU legislation last year to make sure preparations were up to scratch.
Needless to say, Branch has a demanding role, particularly when childcare responsibilities are added in. She concludes: ‘As a working mother, it is important for me to have a flexible working environment. The sense of public mission motivates me, as does working in a collegiate team which shares a value system I recognise.’
Team size: 55 Major law firms used: Addleshaw Goddard, Allen & Overy, Eversheds Sutherland, Linklaters
According to Mark Chapman, GC and society secretary at Nationwide Building Society, it is ‘watershed time’ for banks in the race to keep pace with consumer appetite for digital services. ‘The challenge for us is how we stay relevant but true to our values as a branch network,’ says Chapman.
Chapman, a former Barclays UK GC, was appointed the society’s new legal chief in early 2018, taking over from Keith Ford. Chapman also became a member of Nationwide’s executive committee. Nationwide is going through a ‘significant’ period of growth, Chapman says. Last November, it pledged to shake the market up with the launch of a new bank account proposition for small firms in the UK.
While ensuring new products are legally compliant, Chapman and a team of 55 – with 15 staff also delegated to secretariat roles – need to ensure new products are also member-friendly. Last October, Nationwide kick-started a £3m fund to promote digital innovation in the finance sector for new services for customers struggling with personal finances. The company is also exploring the use of artificial intelligence technology in the legal department, with Chapman ultimately seeing the basics of the legal function replaced by automation and cheaper service providers.
‘We are here to support the company with product launches – there are other products the company wants to develop. Having made a big tech investment, the project for us as a legal team is into the technicalities around digital services like cloud banking.’
The company does not operate a formal panel but does have preferred advisers. ‘I’m interested in deepening our relationship with those preferred firms so it’s mutually beneficial and so they get to know our business.’
Team size: Around 300 Major law firms used: Addleshaw Goddard, Allen & Overy, Ashurst, CMS Cameron McKenna Nabarro Olswang, Eversheds Sutherland, Herbert Smith Freehills, Hogan Lovells, Linklaters
Kate Cheetham is a stalwart of the in-house legal community, and she features in the GC Powerlist again after another strong year. Unsurprisingly, Cheetham’s 2018 was characterised by a rising tide of regulation, hardly uncommon for a banking GC.
Her priority has been to comply with new ring-fencing regulation while having a minimal impact on customer experience. As a more straightforward retail and commercial bank than others, the requirements were less stringent. Nonetheless, a new, non-ring-fenced corporate markets bank was established. ‘We’re trying to ensure it’s the best it can be for customers and not disruptive for them.’
In the last year, Cheetham has been particularly vocal over how in-house teams and law firms alike can encourage innovative working practices. Lloyds Banking Group is piloting a chatbot that will allow the wider business to access legal solutions in a quicker way.
And while there is always room for improvement, Cheetham is upbeat about what her external firms can offer. ‘We use firms and alternative legal service providers to run the document collation and search functionality for litigation. We also use different types of firms for client documents and large data sets. Firms are getting better at thinking about how they are going to provide services differently going forward.’
Cheetham has been with Lloyds for over 11 years now, operating in a couple of different roles before becoming group GC in 2015. The consistent theme is job satisfaction. ‘I love my job. I have always thought it was a huge privilege to be in this role. I have done a number of roles since I have been here and I have found each one stimulating.’
On how to foster a productive workplace, she concludes: ‘It’s essential we create an environment where we have the confidence and courage to make difficult decisions and develop a culture of test and learn.’
Team size: 36 Major law firms used: Clifford Chance, CMS Cameron McKenna Nabarro Olswang, Herbert Smith Freehills, Linklaters, Norton Rose Fulbright, Taylor Wessing
You would have to go a long way to find someone in the City with the same breadth of experience as Margaret Cole. Prior to taking up the dual role of GC and chief risk officer at Big Four firm PwC in 2012, Cole was head of the Financial Services Authority’s enforcement and crime division, making her London’s top enforcer. Add to that a robust private practice career: between 1995 and 2000 she led the enterprising dispute resolution team at White & Case’s London office.
With this background, Cole has overseen a sea change in the profile of the in-house legal function at PwC. A significant amount of Cole’s lawyers are newly appointed, younger professionals with a background in technology. Some of them were even lawyers at legal tech start-ups. She argues this was necessary to keep up with the modern legal environment: ‘The areas of GDPR and cyber security are so important right now. Bringing in lawyers with a background in these areas becomes a necessary challenge.’
Like any of the major auditors, most of Cole’s time in 2018 was consumed by regulatory investigations. In recent years, notable probes have included two by the Financial Reporting Council, in relation to PwC’s auditing of both BT and BHS. Cole says: ‘We have an intense eye on the audit market. My background as a regulator enables me to look at the whole picture from different perspectives.’
Cole has a lot of responsibility at PwC, with the legal function, risk team and a corporate affairs team all reporting in to her. In this sense, Cole embodies a wider trend of GCs taking on responsibilities outside of a traditional legal adviser. However, she does not see this as a bad thing: ‘If you have a broad background when you become a GC, it naturally lends itself to not having your skills restricted to just legal risk. I sit on the executive board and I often find myself having to advise on all manner of things because of my background. You can’t be too lawyerly!’
Team size: 500 Major law firms used: Allen & Overy, Ashurst, Eversheds Sutherland, Hogan Lovells, Reed Smith, Slaughter and May, TLT
John Collins attracted headlines in December 2015 when he resigned from his role as the chief lawyer of The Royal Bank of Scotland (RBS), a position he had only held for 11 months. He had replaced the well-respected Chris Campbell when he was appointed RBS GC in January of that year.
After starting his in-house career at Citigroup in 1995, Collins spent a number of years at the Dutch-based banking group ABN AMRO. In 2007, the company was acquired by a consortium consisting of RBS, Santander and Fortis. He then went on to become a key figure for RBS after the financial crisis, showing enough quality to be seen as the perfect replacement for Campbell.
At the time of his departure, one RBS lawyer lamented the loss, describing Collins as ‘trusted, very capable and a good guy.’ It is easy to see why – Collins presided over a 400-strong legal team as it concluded a $2bn US litigation, brought against a host of banks over alleged losses caused by the rigging of foreign exchange markets.
He has carried on living up to that billing since joining Santander as its director of legal, compliance, regulatory affairs and financial crime in 2016. Collins has overseen a landmark review of the bank’s UK legal advice panel, where in 2017 a host of firms including Slaughter and May, Reed Smith and Eversheds Sutherland were appointed.
Team size: 200 (700 globally) Major law firms used: Allen & Overy, Baker McKenzie, Clifford Chance, Freshfields Bruckhaus Deringer, Gibson, Dunn & Crutcher, Herbert Smith Freehills, Mayer Brown
Simon Croxford recently returned to Swiss banking giant UBS after 13 years at Barclays, where he rose to one of the most senior legal positions as GC of Group Centre Legal (effectively replacing then deputy GC Michael Shaw, now GC at The Royal Bank of Scotland).
Back at UBS, Croxford has taken the position of investment bank and EMEA GC, leading a team of about 200 lawyers. His team covers sales and trading, equities, fixed income, capital markets, M&A advisory, research, corporate transactions, regulation and legal documentation. UBS has various panels broken down by area of business and specialism using major firms in each of its key locations. A focus has been on insourcing more work where the team can more efficiently perform a legal task than external counsel.
‘The risks have changed. It’s important to continue to analyse, be flexible and agile, and make sure you’re not too siloed, because change is constant,’ Croxford comments. ‘If you’re a global investment bank that covers a lot of products in different areas, there’s always going to be something from a regulatory perspective at any given time that’s affecting a business or product or client relationship.’
Another focus has been the use of technology, as part of the legal function implementing a programme called Time to Modernise. Croxford says that is about ensuring the department is run like a business, using tools such as matter management to understand what teams are doing, when they have peaks and troughs, and the costs. ‘We’re not a profit centre, but we certainly have to manage our department as if it were a business. Part of this involves a greater use of technology to drive efficiency and change. A few years ago I’m not so sure legal departments knew what they wanted on the technology front and I’m not so sure technology providers knew what they needed to provide, but that delta’s converging.’
He also emphasises the importance of developing talent. That includes a mobility programme that gives lawyers exposure to different products, divisions and geographies, as well as an emphasis on diversity. ‘A lot of it’s about your talent; people are fundamental to what we do.’
Team size: 600 Major law firms used: Allen & Overy, Baker McKenzie, Clifford Chance, Dentons, Herbert Smith Freehills, Hogan Lovells, Linklaters, Slaughter and May
Geopolitical risk – as well as the threat of trade wars – poses serious challenges to an organisation like Standard Chartered, which operates in 70 jurisdictions across the world from its head office in London. The company’s group GC David Fein oversees a legal team that is edging towards 600 staff.
Towards the end of 2018, he helped the company secure a banking licence for its newly formed Frankfurt subsidiary to help the business grow its EEA client base once the UK leaves the EU in March. Meanwhile, according to Fein, Standard Chartered requires its lawyers to be increasingly ‘tech savvy’. The business is gearing up to roll out online retail banking apps in four African markets in Uganda, Tanzania, Ghana and Kenya in the first quarter of this year.
‘We’re always looking for ways to train staff about technology,’ comments Fein. ‘You have to be agile and flexible to respond to some of the challenges in this job.’
The company does not operate a formal panel but does use a global roster for transactions and disputes. The bank has brought more work in-house and has reduced the size of its panel, a move Fein says has been positive for the business. ‘The client is happier when we’ve invested in our legal function and it’s an important move for retaining our top talent and letting them know that they don’t have to be in a law firm to do well,’ says Fein. A ‘pretty developed’ people plan at the company has seen it set up a learning academy for staff to improve their legal banking knowledge, stakeholder engagement and even improve their writing skills.
Fein has spent half of his career in the private sector and half in senior positions in the US government. He was associate counsel to Bill Clinton at the White House before working as a partner at US law firm Wiggin and Dana for 13 years. He later returned to the government as an attorney for the District of Connecticut before joining Standard Chartered as GC, a position he has held for over five years now.
‘My role at the White House was less about giving advice and more about carrying out an executive function. In my current role, it’s about giving advice on a continuing basis and being engaged in the boardroom.’
Team size: 840 Major law firms used: Addleshaw Goddard, Allen & Overy, Baker McKenzie, Clifford Chance, Dentons, Linklaters, Pinsent Masons, Simmons & Simmons, White & Case
‘You don’t want a brain surgeon clipping your toenails, but you don’t want the foot doctor doing brain surgery either,’ Barclays group general counsel Bob Hoyt says of his legal function’s philosophy. ‘You get the right level of professional on the matter for a very good, competitive price. That’s the best we can do for the bank.’
The banking giant completed its final panel review in July 2018 ahead of a long-planned phasing out of formal reviews by 2021. As recently as 2012, Barclays had more than 1,000 external advisers worldwide, but that has shrunk to around 100 today, with the new model touted as replacing resource-intensive adviser reviews with an ongoing relationship management system.
Hoyt, who joined Barclays in 2013, says the function’s role is at its most basic about managing all of Barclays’ legal affairs. The team has grown to 840 internally, but the bank recently started tracking how many FTEs it effectively employs externally each year: a further 1,900. Hoyt views the overarching group as Barclays’ interchangeable legal workforce, while claiming the company’s legal bills have come down ‘very significantly’ in recent years. Savings generated are believed to run into the tens of millions of pounds.
‘We had the idea of finding out how many professionals around the world bill time to Barclays for legal matters,’ Hoyt comments. ‘I was surprised at how low the FTE workforce number was, but it’s an interesting number to play with and ask how you can manage that to be the most efficient workforce you can get.’
Hoyt says it is not all about reducing that FTE number, however, although the conclusion of legacy litigation matters, such as the Serious Fraud Office investigation into the bank’s £12bn fundraising at the height of the financial crisis, have inevitably helped bring it down. He says the demand for legal services is not within its control and not always bad – M&A activity or entering a new jurisdiction, for instance – and so his focus is on what he can control: how efficiently that is delivered.
‘If we get sued I don’t have an option to not defend the case. But how am I defending it? Am I using the right firm with the right qualifications? Am I using one firm or three firms? What’s the budget? How tightly are we managing it? How do I get the right result with the right professionals on the matter at the least possible cost?’
He admits the radical overhaul of working arrangements with dozens of major law firms has not been a comfortable journey for everybody, conceding the bank has not always got it right as well. Transparency and listening to law firm feedback have been two of the biggest lessons. The bank has also created a working group with its firms to improve the use of effective fee arrangements over hourly rates, while also looking at how long it takes the bank to pay its bills.
‘I am agnostic as to whether the work is done by a professional employed by Barclays versus somebody employed outside of Barclays. If something can be done at an equal level of quality but cheaper externally, then that’s where it’s to be done. That is why, even though our total legal cost has decreased year on year for the last five years, our internal headcount has increased.’
Team size: 150+ Major law firms used: Allen & Overy, Clifford Chance, Freshfields Bruckhaus Deringer, Linklaters, Shearman & Sterling, Skadden, Arps, Slate, Meagher & Flom
GC Powerlist regular Sajid Hussein heads Bank of America Merrill Lynch’s legal department in Europe, the Middle East and Africa. Hussein, who is based in London, and his team provide legal support to global corporate and investment banking, as well as global markets, on a broad range of global transactions. This covers a range of businesses, including capital markets trading and origination, M&A, equities, rates, currencies and commodities, as well as regulatory, employment, litigation and insolvency issues in the region.
Hussein moved to Bank of America as associate GC in 2005, having started his legal career at Allen & Overy before joining Deutsche Bank in 2001. He retained his role following Bank of America’s $50bn acquisition of Merrill Lynch at the height of the financial crisis.
Regulatory change has inevitably dominated the team’s workload in recent years, while in 2016 it established an EMEA-based technology review team charged with exploring initiatives, new tools and technologies to benefit both the business and the legal team.
Major transactions the team supported include: Comcast’s $39bn acquisition of Sky; Unilever’s €3.3bn acquisition of GSK’s consumer nutrition business; and the second-largest deal in EMEA in the year to date, RWE’s sale of innogy to E.ON for approximately $74bn.
Hussein is also widely regarded for his work on diversity and inclusion initiatives. The in-house team supports Aspiring Solicitors, a programme that works with university law students from LGBTQ, BAME and socially disadvantaged backgrounds, providing lectures, mentoring and networking events. Hussein’s team also puts an emphasis on diversity and inclusion with its partner law firms, annually assessing them on their BAME and gender statistics.
Hussein comments: ‘We operate in a fast-paced environment, supporting the global banking and markets team on multibillion-dollar, cross-border deals. I am hugely proud of our team, who provide sound legal counsel to the business throughout EMEA.’
Team size: 50 Major law firms used: Clifford Chance, DLA Piper, Freshfields Bruckhaus Deringer, Lawyers On Demand, Radiant Law
A pioneering use of alternative legal providers has contributed to Catherine Johnson, GC of the London Stock Exchange Group, being nominated for this year’s GC Powerlist.
Johnson is the legal chief of a company that has seen explosive growth in recent times: going from having a £2bn market capitalisation to £14bn in just 14 years. As a result of this breakneck expansion, the in-house legal team has grown to number 50 dotted across the UK, US, France, Italy and Sri Lanka.
In order to keep up with the growth of the business, Johnson instructed her lawyers to form ‘partnerships’ with each strand of the company. She says: ‘The teams under my lawyers are cross-functional and cross-jurisdictional. But they all report back into a central legal function.’
She has also created a structure where there are few junior lawyers: the idea is that everyone in the legal team adds value and can readily contribute to management meetings. Johnson has an innovative solution to this focus on high-end work: she outsources entire high-volume aspects of the legal function to flexible providers like Radiant Law and Lawyers On Demand. Johnson’s theory is that high-quality work for the in-house team results in high job satisfaction. ‘The complexity of the issues that we have to think about, means their job satisfaction is very high. The turnover in my team is pretty low. I have been here for over 20 years and I will always say I have never done the same thing twice.’
Team size: 1,200 (75 in the UK) Major law firms used: Allen & Overy, Addleshaw Goddard, Dentons, Eversheds Sutherland, Hogan Lovells, Norton Rose Fulbright, Pinsent Masons, Simmons & Simmons
For HSBC UK GC Hugh Pugsley, an appearance in the GC Powerlist marks the end of years of hibernation from the public eye enforced by a deferred prosecution agreement in the US and major structural reform. The five-year probe by the US Department of Justice concluded in December 2017 after the bank was forced to pay a $1.9bn fine – a punishment for lapses in anti-money laundering measures in relation to Mexican drug cartels.
Despite entering into a relatively smaller ($100m) DPA early in 2018, the end of the much larger investigation and the conclusion of the ring-fencing preparations allowed Pugsley and the HSBC UK legal team to refocus their priorities and go more public with their achievements.
Pugsley, who has led HSBC’s legal team since 2015, has received recognition this year for dealing with a variety of challenging internal and external pressures. From within, the legal function has sought to offshore voluminous ‘branch queries’, matters that Pugsley describes as ‘stuff that can’t be easily answered by the teller at the branch’. In addition to getting its own house in order, HSBC has also been driving extra value from its external counsel. ‘We’re more complex than other banks. We have a global panel and then also individual country panels. We’ve tried to slim down the UK panel to around ten firms.’ Among the select ten firms are Addleshaw Goddard, Eversheds Sutherland, Simmons & Simmons, Dentons and Pinsent Masons.
One of the key issues Pugsley had to navigate through in 2018 was the ring-fencing regulation that came into effect on 1 January 2019. He says HSBC’s ring-fencing provisions concluded in July, describing it as ‘the culmination of a three-year project for the whole group.’
‘Getting up to speed with ring-fencing has been quite a task,’ he says. ‘Lifting and shifting 17 million customers – and it had to be done without any of them really noticing a difference.’
Team size: 300 Major law firms used: Allen & Overy, Clifford Chance, Herbert Smith Freehills, Linklaters
‘We are increasingly ensuring our lawyers, save for where they absolutely have to be subject-matter experts, are more flexible and multi-skilled,’ says The Royal Bank of Scotland GC Michael Shaw. ‘That includes focusing on their relationship and influencing skills, as well as technical.’
Litigation and investigations have dominated the workload of RBS’ in-house legal team since the financial crisis, but Shaw says that is slowly subsiding. Regulation, of course, continues to dominate, with ring-fencing, MiFID II and GDPR all proving big projects. The bank has also been restructuring to prepare for a no-deal Brexit and responding to regulatory reviews in retail banking.
Shaw, who joined RBS from Barclays in 2016, says that, aside from those major projects, the bank has been reorganising itself and focusing more on the digitisation of financial services. This has required a broader and more flexible approach from his lawyers and led to the creation of a gig-resourcing initiative a year ago: projects and pieces of work are put on a noticeboard for lawyers to volunteer to work on. ‘It’s a way of providing people with additional opportunities over and above secondments. It gives them a broader range of opportunities and experience.’
RBS completed a panel review at the end of 2018 and implemented its first-ever flexible-resource provider panel. That will provide additional resource to supplement external and in-house counsel, says Shaw, particularly as firms are providing fewer secondees.
Team size: 60 Major law firms used: Baker McKenzie, DLA Piper, Freshfields Bruckhaus Deringer, Lewis Silkin, Linklaters, Pinsent Masons, PwC Legal
‘She has shown good leadership and has got the team working well with a lot of focus on what the business requires of them,’ comments Linklaters partner Tom Cassels of Visa Europe chief officer, legal and regulatory, Emma Slatter. ‘There is a clarity to her leadership, which is very impressive. Visa is very focused on values.’
The well-regarded Slatter, Deutsche Bank’s former head of strategy, replaced Niamh Grogan at Visa in early 2017. She leads a team of lawyers advising the UK and European offices on all aspects of their business.
Slatter spent more than 20 years at Deutsche in various roles, culminating in the global head of strategy role. Before that she was UK regional GC, leading a team of 150. In May 2016, however, she was reported to have left the bank to form her own consultancy advising on a range of business ventures. She arrived at Visa Europe shortly after it was acquired by US company Visa in a deal worth €21.2bn. Macfarlanes and US firm Wachtell, Lipton, Rosen & Katz advised Visa on the transaction, while Linklaters offered counsel to Visa Europe.
More recently in mid-2018, a host of British retailers won a Court of Appeal ruling against Visa and Mastercard in the high-profile interchange fees case. The case concerned charges made by the card issuers on payments by debit or credit cards in store or online. Sainsbury’s, Asda, Argos and Morrisons sued the card companies, alleging the fees were an unlawful restriction of competition based on EU law.
CHEMICALS, HEALTHCARE AND PHARMACEUTICALS
Team size: 174 Major law firms used: Herbert Smith Freehills, Slaughter and May, White & Case
International healthcare company Bupa had a busy year for M&A in 2018. The company sold 22 of its UK care homes to Advinia Healthcare; disposed of its medical alarms business, and sold 12 care homes and four retirement villages in New Zealand; and made key acquisitions of a fertility business in Spain and insurance business in Turkey.
But for chief legal officer Penny Dudley, appointed to the top legal role in April 2016, M&A was far from her legal team’s main focus. She leads an in-house function across 13 countries, with the largest parts of the team in the UK, Australia and Spain. The team is organised against each of Bupa’s four main geographies, reporting to Dudley and the chief executive of each region, while a privacy function was also added with the appointment of group data protection and privacy director Heike Norris in May 2017.
One of her key objectives is ensuring her team is working effectively with other functions in the group, such as compliance and corporate affairs, particularly in areas like brand and reputation. She also wants her lawyers to broaden out their experience through exposure to other functions and skillsets. ‘There is now a broader role for legal risk management,’ she comments.
‘It requires considering risk through a reputational lens, so along with “can we do something?”, also asking “should we do it?”’
Team size: 160 Major law firms used: Baker McKenzie, Herbert Smith Freehills
Simon Farrant at Johnson Matthey is described as an ‘under the radar’ GC. ‘He’s forward thinking and championed flexible working in his team long before it was fashionable to do so,’ says Stephen Wilkinson, a partner at Herbert Smith Freehills.
Farrant’s legal career has been largely shaped by the 25 years he has spent at Johnson Matthey: ‘I joined the business in 1994 as senior legal adviser, but I’ve known Johnson Matthey since the late 1980s – they were a client when I worked at Taylor Wessing.’
The last two decades have seen the business shift its focus from selling precious metals to marketing ceramics and electrical products. Farrant has grown a substantial legal team nearing 160 lawyers and 20 staff working in a compliance and ethics team. Instilling best practice around health and safety procedures in the workplace is a priority for a large company. ‘[Our] employees sometimes do dangerous work on manufacturing processes, so we all play a role in creating a culture where people can speak out if there’s a problem, even if it halts production,’ Farrant says.
The legal team also spends a fair amount of time protecting the company’s intellectual property, while an important market the company has evolved into in recent years is clean air and emissions control technologies. ‘There is regulatory guidance to be observed here because Johnson Matthey and others in the market are trying to provide solutions to meeting emissions standards, which are mandated by legislation. I don’t do any lobbying myself but lobbying does go on in this area.’
Last year, Johnson Matthey sold its automotive battery systems business to power generation manufacturer Cummins, before the two formed a strategic partnership to develop battery technology. ‘My lawyers have to move quickly in this competitive market and the team has to be good to do business with. The company partners up a lot and we play our role in renewing and maintaining those partnerships.’
Team size: 55 Major law firms used: Addleshaw Goddard, Allen & Overy, Baker McKenzie, Bird & Bird, CMS Cameron McKenna Nabarro Olswang, Kirkland & Ellis, Simmons & Simmons, Slaughter and May
At the end of 2018, GlaxoSmithKline (GSK) and Pfizer announced a global joint venture that will, subject to regulatory clearances, create the world’s largest over-the-counter medicines company. The agreement sees the pair combine their consumer health businesses, with GSK retaining a 68% interest in the company, with an estimated annual turnover of £9.8bn.
The deal is expected to complete in the second half of 2019. Within three years of closing the transaction, GSK intends to separate the joint venture via a demerger of its equity interest and a listing of GSK Consumer Healthcare on the London Stock Exchange, separating it from its pharmaceuticals and vaccines businesses. It comes a few years after GSK and Novartis combined their consumer units as part of a major three-stage transaction that ultimately saw GSK buy Novartis’s 36.5% stake for $13bn in May 2018.
All that makes for a phenomenally busy year for general counsel Sean Roberts and his 55-strong team. Roberts led on the due diligence over a short four-week time frame, with Slaughter and May and Kirkland & Ellis advising the company. Roberts’ division has dedicated legal staff but can also access the wider GSK team – which is about 650-strong globally – in areas such as litigation. The Pfizer deal will most likely mean a bigger, standalone legal function will need to be created within consumer healthcare, however, before any demerger takes place.
‘I have a genuine excitement about this deal, which is ultimately designed to create two world-class companies. We have a unique opportunity to shape a future standalone company in line with the values we want to bring to it, but without any doubt, the focus at the moment is on integrating and delivering the Pfizer business.’
Roberts’ team has been at the forefront of training initiatives within the business, dubbed the ‘Digital Academy’, to upskill its lawyers. The academy began in the consumer healthcare division a couple of years ago but has since expanded to the wider GSK enterprise. ‘As I said two years ago, in three years we’re not going to be relevant practitioners if we don’t learn about the digital space. The academy has made a difference, but you never learn as much as when you do the work itself, so most of the learning is on the job.’
Team size: 10 Major law firms used:CMS Cameron McKenna Nabarro Olswang, DAC Beachcroft, Freshfields Bruckhaus Deringer, Kennedys, Pinsent Masons, RPC, Wedlake Bell
Daniel Toner, GC of Spire Healthcare, features in the 2019 Powerlist after successfully battling increasing responsibilities and regulations. Toner, who joined Spire in 2007, has seen his role change significantly in recent years. Firstly, in 2014, the company listed on the London Stock Exchange, with the listing bringing an increased workload. As a result, he says ‘there’s obviously more investor relations involved, and my role is more meetings and governance’.
But in a trend not unique to Spire, Toner has also been forced to get to grips with an ever-rising wave of regulation, a force that has changed his industry. The healthcare sector used to rely much more on local cottage hospitals, but Toner notes: ‘It’s much more highly regulated now. As a lawyer, part of your role is to deal with any change in the business. It’s really interesting to reinvent yourself. What’s expected from GCs across all businesses is much greater than it used to be. But with great responsibility comes great reward.’
A point of pride for Toner is the way his team procures legal services. He describes them as ‘a reasonably sophisticated legal team from private practice’, who ‘know the market pretty well’. Rather than operating any kind of formal panel, the Spire legal function will go directly to a trusted individual when needed. ‘It’s horses for courses really.’
Despite noting the increasing sophistication of in-house legal, Toner is bullish about the size of his own team. With a modest ten lawyers, Toner is comfortable: ‘We have a good balance with our resources and we have reached our optimal point in terms of value for money.’
And, as for a return to private practice, he emphatically rules it out: ‘The money isn’t as good, but you can find the intellectual challenge if that’s what you’re into. I would certainly never do anything else.’
Team size: 24 Major law firms used: Baker Botts, Herbert Smith Freehills, Holman Fenwick Willan, Lewis Silkin
Nicholas Ansbro, the long-serving GC of Gazprom Marketing & Trading (GMT), has had a seasoned career both in private practice and in-house. He started as a corporate associate in the cut-and-thrust atmosphere of Clifford Chance in the 1980s. He got the taste for in-house life in 1994 while on a secondment at Reuters, but made a permanent switch in 2003, joining Corona Energy as head of legal.
Ansbro then joined GMT, a subsidiary of Russian gas giant Gazprom, as assistant GC in 2008. He had considerable shoes to fill when, in 2014, he took over from longstanding GC Jacqueline Hill, after she departed for Harkand.
Based in London, Ansbro is the head of legal for a company that employs over 900 people worldwide, with divisions in Houston, Singapore, Paris, Berlin, Zug and Manchester. The primary focus of the business is to implement Gazprom’s global natural gas business strategy, by bringing Russian reserves to the market.
Since becoming GC, Ansbro has involved himself in business-critical work. Major transactional highlights include a 2015 agreement to supply Centrica with gas on a six-year deal, as well as an agreement to acquire 1.2 million tonnes of liquefied natural gas annually from the Perenco project in Cameroon, which is being developed by Norwegian shipping company Golar LNG. But in 2018, Ansbro and the rest of the business has had to contend with the departure of Vitaly Vasiliev, the visionary chief executive who spent over a decade turning GMT into the company it now is.
Herbert Smith Freehills partner James Farrell comments: ‘Nick is great to work with. He’s always across the detail on any technical or regulatory issues and has a real sense of what the business needs from the legal function.’
Team size: 1,014 Major law firms used: Allen & Overy, Baker McKenzie, Clifford Chance, Eversheds Sutherland, Norton Rose Fulbright, Reed Smith
‘Part of the thinking we now have within Shell is to ask ourselves three questions: Is it legal? Is it ethical? Is it wise?’ Royal Dutch Shell legal director Donny Ching says. ‘The “Is it wise?” question brings in a much broader perspective and that’s what we want our lawyers to think about.’
Ching has long been seen as one of the most forward-thinking GCs since he took the top legal job at Shell in 2014. He oversees a vast legal department of more than 1,000 staff, made up of about 70% lawyers. The other 30% is where the most growth has come since the company launched its Future Legal 2 programme nearly three years ago, bringing in expertise in project management, pricing and IT. The function has also placed a strong emphasis on cultural change as part of the programme.
The Shell legal function has offshored work to Shell Business Operations centres in Kuala Lumpur and Krakow, which have grown to 80 staff in two years. Ching says due diligence on similar operations proved that such centres require critical mass to work, with Shell so far achieving less than 5% staff turnover when the industry average is closer to 25%. This, he says, has been achieved by ensuring people are not made to feel isolated and encouraging his lawyers to work with them directly. He also believes the operations will remain internal, rather than selling it to other companies.
‘If you really want to grow then you need them to be really familiar with your business and if you start offering your people to other businesses you start diluting that. We’ve been very focused on doing the work with the right people, in the right location and at the right cost.’
In recent years the department has managed to bring more work in-house, now accounting for about 60%. The company has simultaneously cut its global legal panel down to just six law firms, while the function’s three pricing analysts have driven the use of appropriate fee arrangements in 77% of external instructions, with a target of 85%. Ching says these arrangements drive efficiency on both sides: ‘Our pricing people have a good handle on our cost structure, so we can say we can do part of the work, but if a law firm can do it for cheaper then we are happy to give it to them. If the law firms are hungry enough they will go and find those efficiencies.’
More broadly, Ching is concerned about the impact of emerging risks and trade sanctions around the world, and the physical and mental stress it puts on his team. He wants to improve the resilience of the function with a particular focus on establishing what a digital legal department looks like. He believes he will need to recruit more non-lawyers who are digitally savvy, as well as tech-inclined lawyers: digital literacy has recently become a core competency for the function.
More than 300 lawyers have been through a business-partnering training programme, which is about Shell being more explicit in what it expects from legal. ‘The GC role over the last few years has shifted from one that is looking at legal risk to one that is looking at reputational risk. We’re looking to give more clarity to our lawyers: you need to look at a broader set of risks and if the reputational risk has a larger set of downsides to the legal risk, you may need to say “legally it’s the right thing to do, but we’re not going to do that because that’s going to impact our reputation”.’
Team size: 265 Major law firms used: Allen & Overy, Ashurst, Eversheds Sutherland, Norton Rose Fulbright, Slaughter and May
The long-serving GC of Centrica, Grant Dawson, has been one of the most prominent names in the in-house community for many years. In late 2018, however, he announced he was set to retire after more than two decades in the role.
Dawson was appointed GC and company secretary following Centrica’s demerger from British Gas in 1997, and has spent most of his career in the energy sector. He led an in-house team of 200 staff and was regularly cited for his work transforming the company from UK gas supplier to an international energy player. Dawson was also a member of Centrica’s executive committee and was on the board since joining the company in 1996.
Group chief executive Iain Conn praised Dawson’s ‘significant contribution’ to the company in December last year: ‘He has seen the company through a number of price controls and regulatory uncertainty over the years, and has also played a key role in all the major portfolio developments of the group.’
Dawson retires on 31 March, and will be replaced by deputy GC, Justine Campbell, who will also sit on the board. Campbell is herself highly rated, having joined from Vodafone in 2013 as GC of the British Gas business, before becoming Dawson’s deputy in 2017.
Centrica recorded turnover of £28bn in 2017, with more than 25 million customer accounts and over 33,000 employees.
Team size: 200 Major law firms used: Addleshaw Goddard, BDB Pitmans, Bryan Cave Leighton Paisner, CMS Cameron McKenna Nabarro Olswang, Dentons, DLA Piper, Eversheds Sutherland, Herbert Smith Freehills, Irwin Mitchell, Linklaters, Norton Rose Fulbright, Shakespeare Martineau
In 2017, the in-house legal team at National Grid agreed to reduce its spend by 25% over three years but group GC and company secretary Alison Kay says the function is on track to deliver a year early. ‘We are much more alive to who is working on a particular job,’ she comments. ‘Why have we got 19 lawyers from a firm working on a particular job that looks fairly straightforward? We look at each piece of work as a project or commodity and work with external firms to say: “We don’t need you for this bit; we can handle it in-house. This is where we need your expertise.” We’ve been much more strategic in the way we’ve looked at things.’
The change has mirrored a board-level initiative called Shaping Our Future. Kay’s next task is considering the organisational design of the 200-lawyer function to see whether it is fit for the future: checking whether it has the right mix between insourcing and outsourcing work, whether it has the right capability internally, where transactional work is best handled and what role automation and technology can play in that mix. She expects to implement the new structure by April, and says a key focus will be the internal and external mix, with the team still mostly outsourcing as much work as it did three years ago.
‘We want to free lawyers up from more routine work to do strategic and more interesting stuff; it takes a brave person to disagree with that philosophy. These things do require a huge amount of time and effort, however.’
Otherwise, the UK legal team has been busy with the next price controls set by energy regulator Ofgem, effective from 2021. Paul Hastings partner Roger Barron comments: ‘The role at National Grid is a wide-ranging one, given the transatlantic nature of its business, importance as a utility and operating as a FTSE 100-listed entity in a highly regulated sector. Alison is a great lawyer who is able quickly to understand the broadest range of issues and then hone in on what really matters to the commercial interests of her internal client. She's unflappable and a person of great integrity, but is also good fun to work with, and a supportive and encouraging manager of her team. In short, she has all the skills you could imagine the ideal GC would possess.’
Kay believes the GC role will evolve to a point where anybody in that position will have necessarily spent time within a business role, rather than coming up through traditional legal lines: Kay was UK transmission commercial director at National Grid before becoming GC in 2012. ‘Having a good idea of who your customers are, of who your stakeholders are, which you don’t necessarily get when you’re siloed in your legal team, will become increasingly valuable,’ she comments. ‘The teams underneath GCs will change. There will be fewer lawyers, without a doubt, as the use of technology and automation increases.’
Team size: 80 Major law firms used: Linklaters, Shearman & Sterling
Richard Price left behind more than 20 years in private practice to become group GC and company secretary at global mining giant Anglo American nearly two years ago. Six months into the role, the wider business was surveyed for its views on the delivery of legal services and the outcomes drive the team’s mission and vision still.
The team’s headcount had been cut in half shortly before he joined and, while some of that resource has been recovered, work is ongoing to ensure optimal delivery within the current contingent. ‘The survey told us that the business does recognise how legal can add value to what they’re trying to do and, if anything, they want more of it: being more involved, and in an earlier and deeper way,’ Price says.
Quite a task for the former Shearman & Sterling co-head of mining and metals – where Anglo American was a client of his – to face in his first GC role. His appointment in May 2017 was also coupled with a position on the company’s group management committee, the first time legal had secured a seat at the executive table.
But since then, Price believes his 80-strong legal team – spread between a core base in the UK, South Africa, Singapore and Brazil, with smaller offices in Chile, Peru, Australia and China – has become more efficient. There was an imbalance in certain areas between what the legal team could handle by itself and what was being outsourced, and a need to prioritise the work of his lawyers. ‘It’s about making sure we’ve got the right resources doing the right work; are using external law firms wisely; looking at alternative service providers; and, to some extent, de-lawyering our processes – training the business to call on us only when it’s important. The overriding objective for us is to deliver in a way that we’re seen as a strategic value partner to the business.’
He adds that providing more efficient legal services will remain a focus and the function is still at an early stage on this journey. Technology will undoubtedly play a role. A major project is underway to deploy technologies to achieve full integration of matter management, legal risk reporting and cost management across all nine offices globally.
Price strongly believes clients have a key role to play in improving law firm diversity, pushing his advisers to put forward at least one female relationship partner during the company’s first-ever legal roster tender. ‘It’s a journey that they’re on; it’s going to take some time. We want to be supportive and encouraging as they go on that journey.’
Herbert Smith Freehills partner Stephen Wilkinson comments: ‘Price has come into a big in-house role from private practice, and has done a good job in modernising the team and making it fit for purpose. From what I’ve seen, he’s done a really good job of re-shaping it.’
Team size: 150 Major law firms used: Allens, Ashurst, Herbert Smith Freehills, Linklaters, Norton Rose Fulbright, Quinn Emanuel Urquhart & Sullivan, Sullivan & Cromwell
A high-profile bribery investigation in Africa and litigation with the US Securities and Exchange Commission (SEC) regarding allegations of fraud for overstating the value of Mozambique coal assets have dominated the workload of Rio Tinto group general counsel (GC) Philip Richards since his appointment in early 2017.
Richards, formerly a corporate partner at Freshfields Bruckhaus Deringer, succeeded legal and regulatory affairs group executive Debra Valentine, whose contract was terminated by the $40bn global mining giant alongside senior executive Alan Davies. A few months later, the Serious Fraud Office opened an investigation into suspected corruption at Rio Tinto’s activities in Guinea. Then, in October 2017, the SEC charged the company and two former executives with fraud for inflating the value of coal assets acquired for $3.7bn and sold a few years later for $50m. The company has also faced ongoing scrutiny in Mongolia from the country’s anti-corruption authority.
Less high-profile but just as interesting have been moves the company has made in technology, resulting in a joint venture with US aluminium supplier Alcoa and global technology leader Apple to develop a new aluminium-making process that eliminates greenhouse gases.
‘The thing we are completely focused on now is the environment: we’ve set ourselves some really aggressive targets,’ Richards comments. ‘We have an absolute business necessity to grip this, and have a better approach and story to tell. That is really changing the way we think about projects.’
Richards’ team is divided between 100 lawyers, a 40-strong ethics and integrity team, and ten people in company secretarial, all dotted around the world. The legal team is broadly divided along its five main product groups – iron ore; copper and diamonds; aluminium; energy and minerals; growth and innovation – with a new team recently introduced into Singapore to cover commercial. The GC also plans to implement a formal legal panel this year, encouraging the use of smaller firms for simpler tasks.
‘Big firms are not very disciplined about saying: “That’s not really for us.” That doesn’t do them any favours when they do relatively straightforward stuff and then struggle to charge their premium rate for it. My vision is to have a handful of top-line firms and then a much broader cross section of regional or even local firms who can handle the cheaper stuff.’
Team size: 75 Major law firms used: Addleshaw Goddard, CMS Cameron McKenna Nabarro Olswang, Freshfields Bruckhaus Deringer
After a merger-induced interlude, SSE’s GC Liz Tanner has stepped back into the legal spotlight. As an ambitious merger with rival npower looked on the cards in 2017, Tanner delegated her GC duties to Stuart Waddell, previously head of legal for wholesale and corporate, on a 12-month interim basis, while she managed the tie-up. However, after the merger fell through, Tanner reclaimed her post on 1 January 2019. She says: ‘We got Competition and Markets Authority approval, but because of political positions, we didn’t proceed with the transaction. The legal team were greatly involved with that whole process.’
With her attention now fully focused on SSE, Tanner has overseen another year of interesting legal work. In December 2018, her team was involved as SSE sold a 50% stake of its telecoms business to Infracapital, for a total consideration worth £380m. It was a vital transaction for the business, as the cash proceeds were used to reduce SSE’s debt. In other internal matters, Tanner is lining up a review of SSE’s legal advice panel in 2019. Current advisers include Freshfields Bruckhaus Deringer, CMS Cameron McKenna Nabarro Olswang and Addleshaw Goddard, but Tanner is determined to find more flexibility: ‘We would love to find more innovative fee arrangements than hourly rates!’
Tanner also embodies a wider in-house trend of GCs taking on more risk responsibilities. She says that it has become a vital tool in a GC’s arsenal: ‘In commercial contracts, most conversations come down to what risks there are in the agreement. Risk enforcement and management is, therefore, a commercial part of the role. We have to work very closely with our auditors and compliance teams to make sure we understand where the boundaries are.’
As she settles back into her old leadership role, she insists that an open environment is key to getting the best out of a team. ‘I really believe in being open and transparent with the team. It’s really important that we give the team autonomy as they manage their own work. You have to balance that with an environment whereby people can approach you for guidance when needed.’
Fintech, sponsors and investors
Team size: 100 Major law firms used: Freshfields Bruckhaus Deringer, Slaughter and May
Rushad Abadan, GC of asset management firm Standard Life Aberdeen, has earned a strong reputation for persevering when the going gets tough.
The asset management sector is under intense pressure at the moment, with markets becoming increasingly volatile due to political risk. When you add the considerable task of integrating two separate legal teams following the August 2017 merger between Standard Life and Aberdeen Asset Management, some would consider it to be a particularly stressful year.
But not for Abadan: ‘I was at The Royal Bank of Scotland in the aftermath of the financial crisis. This is a great time to be in-house in some ways, because the quality of the work is exceptional. It’s quite an interesting challenge.’
Abadan spent close to a decade at RBS, becoming deputy group GC in 2015 before leaving for Standard Life Aberdeen. Aside from the hardy nature this gave him, he has received plaudits for the way he engages with external counsel, driving value wherever possible. ‘It’s just fixed fees as much as possible. We look for value-added activities. We’re trying to be sensible and broaden relationships with a small set of firms.’
Abadan is also quick to divert the accolades: ‘Without good people you can’t do much. My own focus has changed. It’s increasingly about recruiting and retaining the best people.’
Team size: 4 Major law firms used: Clifford Chance, Latham & Watkins, Macfarlanes, Ropes & Gray, Simpson Thacher & Bartlett, Slaughter and May, Taylor Wessing, Travers Smith
The well-known former Travers Smith partner Charles Barter – who helped co-found the law firm’s highly rated private equity team in 1996 – took his impressive buyout track record to Bridgepoint to become its first GC in 2008.
The position advertised by the private equity investor was too good to turn down: ‘I knew I had to take it – I just knew that having a shot at another career after nearly 25 years at Travers Smith wouldn’t come around again.’
A year before his in-house move, he led Travers when it advised Bridgepoint on its £360m capture of fashion retailer FatFace. Now, he is waiting for Bridgepoint’s latest acquisition – of Portuguese water distributor Miya – to complete, while the company crafts a 100-day business plan for the new addition.
Among several high-profile deals Barter has worked on in his 11 years at Bridgepoint, the one everybody always mentions is the sale of Pret a Manger last year to investment firm JAB, with a reported price tag of £1.5bn. ‘It was obviously amazing to buy and sell such a high-quality business and recognised brand’, but he stresses that over time his role at the company has become less deal focused, and more connected to the internal management and regulatory side of the business, as well as its fundraising activities.
‘I was on the phone on a transaction at about 11 o’clock at night recently, but that’s only because a question came up that required my input. Most of the time, I’m working on internal management and regulation – because we do a lot of M&A, we have to be really careful about sanctions and anti-bribery.’
Right now he is working on making Bridgepoint compliant with the Senior Managers and Certification Regime – regulation designed to strengthen market integrity and grow accountability in financial services.
He describes himself as ‘hands-on but not overly controlling’ in the workplace and his best advice to aspiring lawyers is to be yourself. ‘I’ve always tried not to pretend to be the same as other people who I admire because you can only be yourself – of course you can learn from them, but you really are just who you are.’
Team size: 2 Major law firms used: Clifford Chance, Kirkland & Ellis, Ropes & Gray, Simpson Thacher & Bartlett
A leading City partner at a US law firm describes Apax Partners’ GC Simon Cresswell as a ‘superstar’ who runs the private equity firm’s legal arm largely single-handedly.
Cresswell has been in the role for eight years and is ‘less focused on the deals and more about protecting the franchise’, according to the partner. ‘But things get elevated to him if there’s a problem – he’s clever, committed and admirable.’ Charles Barter, GC at private equity house Bridgepoint, adds that Cresswell is ‘commercially minded and thoughtful’ in the workplace. Cresswell was executive director and senior counsel at Goldman Sachs for seven years before moving to Apax. Prior to that, he was a lawyer for Davis Polk & Wardwell and Mallesons Stephen Jaques.
London-headquartered Apax has offices in New York, Hong Kong, Mumbai, Tel Aviv, Munich and Shanghai. It was founded in 1969 and is one of the oldest private equity companies operating internationally. Apax Funds invests in companies in the technology, telecommunications, healthcare, consumer and financial sectors. In January, it took a $200m minority stake in artificial intelligence company Fractal Analytics, which is based in India and the US. Last September, it snapped up North American franchiser of home services Authority Brands from private equity investor PNC Riverarch Capital for an undisclosed sum.
The private equity house has made other noteworthy investments over the years. In 2016, it acquired German pharmaceutical company neuraxpharm Arzneimittel and three subsidiaries of Spanish pharmaceutical group Invent Farma, which helped create Neuraxpharm, a European pharmaceutical company. And in 2011, Apax bought mobile phone operator Orange Switzerland from France Telecom Orange for €1.6bn before selling the operator three years later to NJJ Capital for €2.3bn.
Cresswell is no longer running the legal arm at Apax unaided after hiring a second lawyer late last year. – a compliance team of four people report to him.
Team size: 24 Major law firms used: Allen & Overy, Sidley Austin, Wiggin
When Ruwan De Soyza, deputy group GC of Worldpay, moves on later this year, the newly merged payment-processing giant will be losing a credit to the in-house profession.
De Soyza made his name as an in-house lawyer at Standard Chartered, working there at the height of the financial crisis. As a result of that harsh experience, the resident headaches of 2018, such as Brexit and GDPR, have been burdensome but manageable.
Factoring in the small matter of the world’s largest-ever merger of payment-processing companies (US-based Vantiv bought Worldpay for £9bn in 2017) and the resulting surge of integration work, even De Soyza could be excused for being flustered. ‘Brexit on its own would’ve been enough!’ he quips.
The integration, which has seen a mass-migration of people to Vantiv’s Cincinnati base, is going smoothly according to De Soyza, but he notes it is ‘touching every member of the legal team’. Aside from the logistical hurdles, De Soyza and his team had to match up with the legacy Vantiv in-house function in terms of external counsel. He was keen for the Worldpay ethos not to be lost: ‘We’ve always operated a relatively slim panel of preferred law firms. Since the merger, we have retained that methodology. In terms of billing, we expect discounts where they can apply.’
De Soyza was able to successfully argue his case – Worldpay has largely retained its roster of preferred advisers, which has historically included Allen & Overy, Sidley Austin and Wiggin.
But having steadied the ship following the blockbuster combination, the new-look Worldpay will have to manage without De Soyza, who will decamp to a FTSE 100 technology company in a GC and executive committee role later this year.
His human qualities will be among the most missed. He concludes: ‘My mantra is “work hard, do well, but be nice”. Being approachable and helpful is so important.’
Team size: 60 Major law firms used: Clifford Chance, Herbert Smith Freehills, Linklaters
US-based BlackRock is the world’s largest asset management company with nearly $6trn in assets under management. EMEA GC Erica Handling joined the multinational from Barclays in 2015, in a move that showed the growing importance of asset management firms in the UK.
Handling manages a team of 60, mostly based in London but also on the ground in Germany, France, Italy, the Netherlands, Switzerland and Hungary. The team shape and size is broadly the same as when she first joined, although Handling notes that as the wider firm continues to see strong growth in Europe, added headcount will inevitably follow.
Handling says her ethos is to make her lawyers as happy and fulfilled as possible – initiatives have included the introduction of flexible working and flexible time off, meaning employees at the company are no longer allocated holiday and management has the discretion to give people more freedom about taking time off.
There is also a programme that acts as a clearing system for legal and compliance, called the Talent Assignment Platform. Handling comments: ‘If you’ve got a discrete project that needs to be worked on, then you can advertise it and people can say, “Hey, I’d like to do that.” It gets people working on completely different projects and working with people in completely different locations.’
Otherwise, she says she is focused on utilising technology within the function, and has used artificial intelligence and auto-drafting tools for a MiFID II project. BlackRock runs a hackathon each year, which most recently saw the legal team use developers to produce its own version of AI and auto-drafting tools. The project made it through to the European final, with winning projects getting funded by the group.
‘The issue we have is it moves very fast, so you’ll be talking to one provider who’s the best for AI for legal docs and then six months later they’re not the best.’
Team size: 15 Major law firms used: Fieldfisher, Penningtons Manches, Simmons & Simmons
Karen Kerrigan has been at the front line for crowdfunder Seedrs since its conception in 2012. Her three-year run as chief legal officer has taken her to new heights as chief operating officer at the company, which gives investors across Europe an online platform for investing in start-ups and later-stage businesses.
Last year saw £195m worth of investment pass through Seedrs, with German sustainable energy start-up Sono Motors raising €6.1m from over 760 investors – the largest EU-funded deal of 2018. ‘We’ve got a 65-75% success rate of raising funds for businesses, which we are pretty happy with,’ she says. ‘My role is pretty atypical and has evolved in the last couple of months to reflect my growing involvement in ensuring the sustainability of the businesses.’
GCs having involvement in operations and their companies’ growth plans is becoming increasingly common and is ‘symptomatic of the expectations that are put on lawyers’. When Kerrigan joined as legal and financial director in 2013, Seedrs employed around five people, but the legal team has since grown to 15 lawyers working across legal, financial, compliance and HR affairs.
According to the former Simmons & Simmons associate, there are compelling reasons for lawyers to work for companies in the fintech space. ‘Our business is run on contracts – you buy shares and you sell them, yes… but there are huge opportunities for lawyers at Seedrs because we’re all about finding ways of using legal technologies to streamline processes.’
The London-headquartered company was the first equity crowdfunding platform to have gained authorisation by the Financial Conduct Authority. Kerrigan is less interested in looking elsewhere for tech support for processes and has been growing the company’s own capabilities. She spends time lobbying regulatory and legislative bodies on developments, particularly in Europe, regarding crowdfunding regulation.
‘The great thing about being a GC is that you don’t always have to look at things from a legal perspective. I’ve become better at my job through the lobbying and that’s something I wouldn’t usually have done as a private practice lawyer.’
Team size: 9 Major law firms used: Clifford Chance, Freshfields Bruckhaus Deringer, Latham & Watkins, Weil, Gotshal & Manges, White & Case
‘I am told by my mother that I am someone who is dangerous when bored,’ warns Lauren Livingston, GC of private equity house CVC Capital Partners. ‘Luckily, we’re never bored here.’ It must be far from boring: Livingston has spent over a decade at CVC since joining in 2007, becoming GC in January 2015. She has gone from strength to strength since being named as a Rising Star in the 2014 GC Powerlist.
The CVC in-house team is certainly busy, as it services every single one of the company’s 24 global offices. Livingston insists that legal has a hand in every transaction. ‘I was at an internal senior conference last week and I realised that I had worked with everyone in that large room of people, which was lovely.’ The buyout house is attracting the right kind of talent too – highly rated Freshfields Bruckhaus Deringer associate Nicholas Bond joined in 2017. Clearly it is an appealing destination for budding lawyers.
In terms of transactional highlights, Livingston picks out a minority shareholder investment in the commercial manager of the UK’s top Rugby Union league, Premiership Rugby. She describes the deal as ‘complex and exciting’ for the in-house team. It was not just headline deals keeping her busy though, as with all GCs, Livingston has had to contend with the ever-growing pressure of GDPR.
Despite being a general issue, she insists it requires a specialist: ‘You can’t just throw a lawyer at it. It requires cultural considerations. The lawyer has to sit with the culture of the organisation – what kind of data do my investment officers need?’
Livingston’s performance as GC has also caught the eye of private practice, with Kem Ihenacho, co-chair of Latham & Watkins’ private equity practice observing: ‘Lauren is experienced and well respected. She has a clear understanding of what’s important for CVC as an institution and its investors, therefore how to ensure that service providers deliver to them in the right way to achieve those aims.’
One of Livingston’s strongest qualities is her passion for female empowerment, regularly speaking at conferences and panel discussions on the subject. She concludes: ‘If when I speak up and out, I help just one person realise they can achieve their ambitions, then my job is done.’
Team size: 14 Major law firms used: Allen & Overy, Akin Gump Strauss Hauer & Feld, Freshfields Bruckhaus Deringer, Latham & Watkins, Linklaters, Ropes & Gray
Anti-bribery and corruption regulations have been front of mind for global alternative asset manager The Carlyle Group, which has $212bn of assets under management. Global GC for investments and head of Europe, Heather Mitchell, says the London-based legal team recently pioneered a project with Ropes & Gray looking at how the private equity firm addresses anti-bribery and corruption globally.
By getting one firm to do all of this work, whether it be an oil and gas deal in Africa or a technology deal in the Philippines, Carlyle knows there will be a consistent approach to assessing risk. The group’s entire global portfolio is then assessed every six months from an anti-bribery and corruption perspective. ‘We rank all of our current and historical portfolio companies on whether they are high, medium or low risk,’ Mitchell says. ‘Some companies – given certain sectors and/or geographies – will never be a low risk, no matter what policies or efficiencies we put in place, but the goal is to not have anything high risk.’
Mitchell says Carlyle has also been rolling out more questionnaires to its portfolio companies and has implemented a new cyber security risk analysis tool. The overall objective is to improve knowledge about potential acquisitions ahead of time, rather than discovering various risks after the fact.
Her legal team is split between four lawyers in the UK, and three in each of Asia and the US, alongside a couple of trainees across the regions. The team is rolling out more training to help the legal function strike a balance between commerciality and bureaucracy. ‘We’re trying to put in practices that take bureaucracy away from the team. We need to be nimble and commercial – that’s our business.’
Linklaters partner Alex Woodward comments: ‘She is very good at managing the team across all the different investments and things they have as a house, which given the size and scale of Carlyle is no mean feat.’
Team size: 9 Major law firms used: Hogan Lovells, Simmons & Simmons, Taylor Wessing
Monzo Bank has seen meteoric growth since being founded in 2015, having already become the UK’s most popular mobile-only bank. Perhaps it is unsurprising then that its GC, Dean Nash, has experienced a similarly rapid transformation.
Nash joined Monzo as head of legal and compliance in 2016 when it was, as he describes it, ‘a tiny little company’. Eight more lawyers and 1.4 million customers later, Nash has now taken on the titles of GC and interim chief risk officer.
‘It’s not been too bad a transition,’ Nash observes. ‘Once you get to a certain level, once you are senior enough in a particular specialism, the job is to essentially build and lead a team. The day-to-day running of risk and compliance is done by the respective heads. My role is just helping the function to grow out with more people.’
Despite playing down the shift in skills, Nash does believe it is indicative of a wider trend. ‘The rise of risk and compliance functions is a result of the regulation that requires it. There’s no regulation or law that says: “You must have a GC.”’
It has been a typically busy breakout year for Monzo. The start of 2018 saw the lifting and shifting of the bank’s current-account customers from Monzo’s beta product to the full version, something Nash describes as a ‘huge technical exercise’.
There was fundraising, over £100m in fact. A total of £85m was raised from a host of venture capital firms, while a further £20m was crowdsourced from Monzo’s customers and other investors. It reflects dizzying growth: Monzo now numbers around 500 employees and moved to a new 40,000 sq ft London headquarters in August 2018.
The growth of the company necessitates new lawyers, but how does Monzo retain that entrepreneurial start-up vibe that made it unique in the first place? Nash contends: ‘It’s the Russian dolls concept. If you are a leader and the next person you hire is quite good but not as good you, you end up getting smaller and smaller Russian dolls until you end up with people who aren’t particularly good. You have to hire someone markedly better than you and it takes a brave person to do that!’
Does that make Nash the worst lawyer at Monzo? ‘Don’t print that!’, he says. ‘There are better lawyers than me at Monzo without doubt. Obviously we’re all very good, but there are some exceptional lawyers.’
Team size: 40 Major law firms used: Allen & Overy, Baker McKenzie, DLA Piper, Linklaters
Monica Risam, the highly regarded former Aviva UK Life GC, joined Luxembourg wealth-structuring company Lombard International Assurance as Europe GC in January 2018.
Since joining Lombard, Risam has been ‘laying foundations’ for the team to have a legal-partner mindset, encouraging lawyers to sit down with the business. She leads a multidisciplinary team across legal, regulatory affairs, company secretariat, risk and compliance.
‘We’re here to support the business and help it grow. Management and stakeholders see me as a problem solver and that’s one of the most challenging and interesting things about being a GC. It requires skill and judgement to understand when you need to dive in and when it’s time to take a step back.’
Lombard is owned by private equity giant The Blackstone Group and has €74.6bn in global assets under management. Risam, widely cited for her role in helping make Aviva’s highly regarded legal team become a pacesetter during her six years there, also joined Lombard’s executive committee and reports to Lombard Europe chief executive Axel Hörger.
Risam helped organise Lombard’s first women’s network to support female talent in the company and is now looking to set up a formal adviser panel. ‘I’ve started doing that with a couple of firms because I believe in a longer-term panel strategy,’ says Risam.
Risam tries to position herself as an ‘iceberg’ within her team – avoiding the perils of too much micro-managing, while being able to jump into situations when needed. She says the expression ‘calm seas do not make great sailors’ epitomises her career so far, adding that her path to success owes much to the cliché ‘the only constant is change’ in the workplace.
‘There’s never been a dull moment. During my six years at Aviva, I had three different jobs when the business was going through a lot of change, including the largest merger in the sector in 15 years, so I've had the benefit of growing my career while there has been a lot of turmoil in financial services.’
Team size: 12 Major law firms used: Arthur Cox, Latham & Watkins, Lewis Silkin, Linklaters, Matheson, Norton Rose Fulbright, Sidley Austin, Simmons & Simmons, Slaughter and May
Donna Rix, GC for Europe at US hedge fund Citadel, has been working on critical regulatory tasks since joining the company in 2016. She leads the legal and compliance function for Citadel’s asset-management operations in Europe, and is based in London.
Amid Brexit uncertainty, Rix and a team of around 12 lawyers in London and Dublin have been making contingency plans to ensure the company can continue trading on all outcomes of the political deal. The Chicago-headquartered firm operates two businesses: Citadel, one of the largest alternative asset managers in the world with over $28bn in assets under management, and its trading business Citadel Securities.
Rix says there is more regulatory change to come over the next few years following the publication of the European Banking Authority’s report on investment firms in December 2015, which reviewed the prudential standards to ensure investment firms manage their business risks responsibly.
The company does not operate a formal panel but works with a small group of advisers that Rix says are familiar with Citadel and understand its culture. ‘It’s my preference not to spread work too thinly but to use a small number of experts who know us and our business model well.’
This past year Rix has instructed her team to reflect more on how tasks can be better performed, including making better use of technology in the workplace. She is optimistic about tech and its ability to support legal and compliance teams, but does not play down the importance of good communication between colleagues and business partners.
‘I encourage members of my team to be proactive and work closely with regional counterparts and leaders across the business, which is essential in a fast-moving organisation like ours.’
She appreciates the diverse workload that invariably comes with the job of GC: ‘I like the varied nature of the role; one day you’re reviewing employment contracts and the next you’re creating a new legal framework for new operations in Dublin, so you’re never bored.’
Team size: 7 Major law firms used: Addleshaw Goddard, Bird & Bird, Orrick, Slaughter and May, Stephenson Harwood
'If you want to join a start-up like WorldRemit, make sure you have mates who aren’t lawyers,’ GC Sam Ross advises. ‘Don’t communicate in an overly formal way. In a small company, you’re not going to get that formal deference you’re used to from private practice.’
But it is not a case of dumbing down. At the fast-paced mobile payment platform WorldRemit, Ross had to take a crash course in finance to make sure he was up to speed. A ten-week-long course at City University covered the basics, but Ross argues it has made a big difference: ‘If you don’t understand the finance lingo being used by everyone around you, then you won’t be able to give effective advice.’
WorldRemit, founded in 2010 as a mobile-first remittance platform, hired Ross as its first in-house lawyer in 2016. He has since brought in two more fully qualified lawyers, with a view to build out the function further in 2019. Ross has his eye on a specific type of lawyer: ‘We want to build a team of people who all want to be the head of legal. It’s not like Deliveroo or Uber, where we can afford to have lawyers with different specialisms.’
With the ability to send money to over 140 countries worldwide and just the small London legal team to back it up, Ross and his lawyers are obliged to have a thorough understanding of local laws when it comes to moving money. WorldRemit has rapidly announced partnerships in recent months to expand its international footprint: in February 2019 the company struck a deal with Enat Bank to allow digital money transfers to Ethiopia and in January a similar partnership paved the way for transfers to Nepal. The legal team is vital to forming these pathways.
On leadership, Ross emphasises the need to walk before you can run. He concludes: ‘I try to throw people in at the deep end even if it involves making mistakes. You learn so much from it! It’s important to create a supportive environment for making mistakes.’
Team size: 10+ Major law firms used: Morgan, Lewis & Bockius, Simmons & Simmons
AQR Capital Management GC and head of compliance Eva Sanchez has been kept busy since joining the company five months ago.
Last November, the US hedge fund and institutional investor, which has $196bn in assets under management, broke into the Japanese market though its affiliate AQR International, establishing a team in Tokyo.
A month before AQR opened its office in Japan, it established an engineering centre in Bangalore to support the company’s trading systems and market research.
The new Tokyo office joins an office AQR opened in Hong Kong three years ago and a base it has in Sydney.
Globally, there are understood to be around 50 lawyers working for AQR, which is headquartered in Greenwich in Connecticut, but London remains a major hub for the business where Sanchez runs a team of over ten staff across the company’s compliance and regulatory affairs team.
Sanchez, who featured in the 2016 GC Powerlist, was previously GC and head of compliance for the European arm of US hedge fund Citadel for seven years, where she was described by one private practice partner as ‘operating at the cutting edge of the business’.
She was responsible for implanting all European legislation for the company’s asset management activities and quantitative market-making businesses, and was an active member of the Alternative Investment Management Association, where she sat on the board.
Before joining Citadel, she served as global head of legal for nine years at Swiss Re Capital Management and Advisory. She began her career as a finance associate at Clifford Chance in London and Milan.
Team size: 7 Major law firms used: Allen & Overy, JAG Shaw Baker, Paul Hastings
At payment firm TransferWise, GC Jenifer Swallow says everyone ages in dog years: ‘There’s just always so much going on!’
Swallow was the first in-house lawyer at TransferWise when she joined in 2015 and it has since grown to four fully-qualified lawyers. Including non-legal professionals, the team now numbers seven.
Last year Swallow and her team were kept busy as TransferWise launched a variety of products and initiatives. Chiefly, the company introduced a debit card to its business customers, which gives them the cross-border benefits of the usual TransferWise transactions: namely, the ‘real’ and up-front exchange rate before engaging in international payments. And, in a fintech crossover comic book fans would be proud of, TransferWise entered into a partnership with mobile banking app Monzo. The agreement will allow Monzo Bank customers to also benefit from these cross-border discounts.
Swallow comments: ‘Why would you build cross-border functionality when we already have it and at a lower price point?’
However, the introduction of EU regulation, namely the second Payment Services Directive, is putting pressure on mainstream banks to provide greater transparency in foreign currency transactions. Barclays has already started flagging up its exchange rate. This means competition. But Swallow is unfazed.
‘That was my first question when being interviewed for this role. “What are you going to do when the banks are forced to comply?” The response has stayed with me since: “The mission is to make money move quickly and transparently for customers. If we get that done, we will have achieved our ambition.”’
Team size: 32 Major law firms used: Ashurst, Cadwalader, Wickersham & Taft, Freshfields Bruckhaus Deringer, Simmons & Simmons, Womble Bond Dickinson
Peer-to-peer lender Funding Circle capitalised on its status as one of the most high-profile fintech businesses in the UK with a September 2018 initial public offering, which valued the company at £1.5bn.
Global general counsel Lucy Vernall was heavily involved with the IPO, calling on Freshfields Bruckhaus Deringer as external adviser. Says Trainline GC Neil Murrin: ‘Lucy was the lead on the IPO. Where I really admire people is when I see them adding value above the GC role, such as other commercial activities or exceptional projects.’
Funding Circle was founded in 2010 and has expanded into the US, Germany and the Netherlands. Its financial matchmaking service has seen nearly 80,000 investors lend more than £4.2bn to businesses, earning £230m in interest. Vernall was the company’s first UK lawyer in 2014, but the legal and compliance team has since grown to 32 people. The team is split across the four countries it operates in, although most are in the UK, with Vernall aligning her team closely to the managing directors in each of those.
Most of the work is done in-house apart from areas where the team has no internal expertise or on matters that require a second opinion, such as a regulatory issue. The IPO is obviously Funding Circle’s headline transaction of recent years, but other highlight projects have including receiving full authorisation from the Financial Conduct Authority in 2017, as well as the company’s listing of an SME Income Fund on the London Stock Exchange.
One of Vernall’s main challenges has been in applying a body of law to Funding Circle’s relatively new business model. How they are applied, however, is aided by the company being a founding member of the Peer-to-Peer Finance Association.
‘We’re trying to make sure the business is ready – there are many challenges for a fast-growing business that is very open and transparent when it comes to compliance – and making sure we can retain the culture while having the right controls in place,’ Vernall comments. ‘When things are going well in legal and compliance, nobody notices.’
Team size: 30 Major law firms used: Allen & Overy, Clifford Chance, Freshfields Bruckhaus Deringer, Homburger, Macfarlanes
Rachel Wheeler was already regarded as one of Aviva’s leading in-house lawyers before she left for investment management company GAM in September 2018. Wheeler, who was GC for Aviva Investors under group GC Kirsty Cooper, says the move was about proving she could sit at the top of the tree.
She comments: ‘I loved my job at Aviva, but the opportunities for career growth there were a little limited. Kirsty Cooper is an inspiring GC who taught me a lot and was a great boss, but ultimately she is in charge of the legal function. I was approached about the GAM role and a couple of things jumped out at me, one of them being that the buck stops with me.’
GAM is listed in Switzerland and oversees assets worth more than $139bn. GAM has had its challenges this last year following the suspension of the investment director and business head for the unconstrained absolute return bond strategy (ARBF), and the subsequent liquidation of the ARBF funds and mandates leading to a fall in assets under management.
At GAM, Wheeler oversees a team of 30 (down from the 80 she had at Aviva), and in early 2019 introduced a new structure to the team aimed at improving consistency across the global function and unifying the team. There are lawyers in Zurich, New York, Luxembourg, Germany, Hong Kong, London and Cambridge. Wheeler has created centres of excellence that span locations. Reporting lines remain in region, but there will be additional reporting lines to support this structure.
‘The business is very positive about it. They historically had questions about who they should go to, so we’ve given colleagues clear guidelines about how they should interact with the function.’
Wheeler is looking to formalise panel arrangements this year and says she and new head of compliance, David Kemp, are working closely together to transform the control environment in GAM. ‘With two new people starting in those areas together at the same time, it gives us a great opportunity to look at things with a fresh pair of eyes. The sleeves are well and truly rolled up.’
Team size: 360 Major law firms used:Allen & Overy, DLA Piper, Latham & Watkins, Linklaters, Pinsent Masons, Slaughter and May
People have been on Aviva group GC and company secretary Kirsty Cooper’s mind this past year. The in-house legal department, which has grown to 360 staff as public policy and corporate responsibility came under Cooper’s remit, has already had a legal leadership development programme for several years, training lawyers to be senior business managers and not just legal advisers.
But in the past year, Cooper has expanded professional development initiatives further, with the launch of a training programme it called ‘Missions’. This sees small teams of six to eight people given a business problem to solve over eight weeks before presenting back to the legal leadership team. Lawyers get support from other people within the business on the projects, while Aviva also sponsors anyone in the function who wants to undertake an MBA – three have done so already, with a further three set to be sponsored.
The idea is to get Cooper’s lawyers thinking more like business people. She comments: ‘Missions has worked extremely well. It can be anything from a business problem – how do we cut through and provide a greater customer journey on a particular product – to whether there are particular issues we should be concerned about in terms of vulnerable customers – to a legal operational issue around automation and simplification.’
The broader Aviva group restructured in 2017, merging the UK life and general insurance businesses. This saw Cooper cut her direct reports from 12 to seven, while a head of legal operations, Caroline Brown, was brought in from Chubb in June 2018. Cooper says this is about bringing rigour to the split between external and internal legal spend, as well as the use of technology and data.
‘We’re streamlining the relationship and protocols with our external panel and improving our management information to understand at a granular level where we’re spending money. Everyone is focused on the bottom line and wants to make sure we are getting a quality service and value for money. It’s not about headcount in legal, it’s about overall value and cost.’
Team size: 30 Major law firms used: Clifford Chance, DAC Beachcroft, Hogan Lovells, Linklaters, Pinsent Masons
It has been a frenetic few years at the UK arm of French insurer AXA, with major corporate transactions and increased regulatory pressure keeping GC Edward Davis and his legal team busy.
Identified as the most important piece of legal work in recent times by Davis, AXA UK undertook a landmark transfer of its historic disease liability book to rival Riverstone in 2017, including mesothelioma and noise-induced hearing loss. He says it was the culmination of over three years’ work when it finalised in October 2018.
Behind the scenes, he and his team have also been busy preparing for Brexit, in whatever guise it may ultimately take. ‘As we trade across borders, we have put a lot of work into making sure we are ready, assuming a hard Brexit,’ Davis says.
Regulation has also become tougher, with the likes of the Financial Conduct Authority (FCA) taking further steps to impose itself on the insurance industry. In particular, the FCA wants to improve customer outcomes. ‘That’s a challenge we want to meet. It is vital we improve customer experience. We have to have a dynamic relationship with our regulators.’
He has joined a slew of GCs exploring managed legal services, where aspects of the legal function are outsourced to external providers. In the case of AXA UK, litigation as a whole has been offloaded to panel firm DAC Beachcroft, meaning the in-house team is freed up to focus on non-contentious matters.
He notes: ‘I’m very keen on the whole concept, and I’m thinking about expanding it even wider in the years to come.’ Davis also indicates AXA UK’s five-strong panel, currently comprising DAC, Linklaters, Clifford Chance, Hogan Lovells and Pinsent Masons, is up for review in 2019.
Overall, he emphasises the need for lawyers to be proactive within their respective businesses. ‘Always try your best and try to make a difference. It’s easy to sit on the fence as a lawyer, but it’s really important we don’t do that. We should be as comfortable as anyone else when it comes to making decisions.’
Team size: 25 Major law firms used: Linklaters, RPC, Slaughter and May
Charlotte Heiss’s career has gone from strength to strength since being named as a Rising Star in the 2014 edition of the GC Powerlist. As GC of RSA, Heiss has overseen a period of consolidation, as her team has halved from 50 to 25 in the last five years. Despite this, the team has continued to complete high-calibre deals while driving more value from external advisers.
A specific challenge for 2018 was ensuring RSA is Brexit-proof and has a suitable European hedge. Heiss and her team led for the business on establishing a Luxembourg base as a result. Speaking weeks before Brexit day, she said: ‘It’s about making sure we’re prepared for March 2019. We’re assuming a hard Brexit.’
There have been other regulatory issues to consider, with the Financial Conduct Authority clamping down on pricing in the insurance sector. There are internal pressures too – RSA’s new corporate governance code has necessitated more engagement with stakeholders. One of Heiss’s standout qualities is the way she instructs her team to approach external counsel. In 2018, RSA reviewed its legal advice panel, with the same roster of firms being reappointed. She says this ongoing relationship is key: ‘We work really well with our panels, but we try not to send a lot of work out. The problem is that it means we need longer to establish and build a relationship with those firms.’
Heiss’s career advice is to make sure your voice is heard: ‘Speak up. Too often lawyers, and especially women, sit in a meeting and have lots of great ideas but don’t speak for fear of looking stupid or being too obvious. If you don’t ask, you don’t get.’
Team size: 12 Major law firms used: Clyde & Co, Eversheds Sutherland, Herbert Smith Freehills, Hogan Lovells, Macfarlanes, Pinsent Masons, Slaughter and May, Taylor Wessing"
Joanna Nayler, group GC at Just Group, has been credited for bringing her legal department closer to the front line of the retirement market-focused life insurer. She is a self-confessed ‘risk management specialist’, overseeing legal risk across the FTSE-listed company, but she has also advised on substantial deals.
Nayler joined Partnership Assurance Group in 2013 as GC and advised on its merger with Just Retirement Group to form the Just Group in 2016. ‘The merger was a really lengthy process. We worked with Freshfields Bruckhaus Deringer on a scheme of arrangement deal, which had to be sanctioned by the courts. Both companies did pretty similar things and it was a merger of equals.’
In August last year, Just Group acquired a 75% stake in the holding company of Corinthian Pension Consulting, which led to Nayler stepping outside of her role as GC. ‘As business lead, I enjoyed leading a cross-functional team on the due diligence assessment and acquisition of the business.’
She oversaw a smooth transaction within five months of initial due diligence. ‘GCs are being exposed to more areas of businesses nowadays. There is more of a crossover into corporate governance and regulatory advice.’
The Just Group does not have a formal panel but will typically go to two or three law firms a time for work. Efforts to bring legal work more in-house since the merger saw the company save £150,000 in 2018. ‘The goal now is to replicate this in other parts of the team by streamlining work so the business can become more self-sufficient,’ says Nayler.
Her advice to aspiring GCs is to ‘worry less’ and seize opportunities. ‘In my previous job as legal counsel at ACE European Group [now Chubb], I was seconded to a European subsidiary that was in distress. That was a big step outside of my comfort zone, but I learnt a huge amount.’
Team size: 140 Major law firms used: Bryan Cave Leighton Paisner, Clifford Chance, Clyde & Co, DLA Piper, Eversheds Sutherland, Freshfields Bruckhaus Deringer, Macfarlanes, RPC, Womble Bond Dickinson
‘We’re in a position where we don’t really mind what happens with Brexit because we’ve got it covered,’ AIG EMEA general counsel (GC) and chief operating officer Chris Newby says. ‘It’s been a busy year and we’ve led on three key projects, which has kept us out of mischief.’
Those projects have dominated the workload of Newby’s 140-strong legal team. There was GDPR and an EU Insurance Distribution Directive to deal with, as well as a headline Brexit transaction the insurer announced in April 2018: splitting the European business between two new entities in Luxembourg and the UK to ensure minimum disruption to its insurance coverage when Britain leaves the EU.
He says AIG was one of the first companies to finalise such a transaction, which was confirmed in late 2018. Most of the work was handled in-house, requiring the recruitment of additional lawyers on a short-term basis, while Freshfields Bruckhaus Deringer partner George Swan provided external legal advice. ‘A new legal entity generates a lot of work,’ Newby comments. ‘We decided from a client perspective that for policyholders, getting a Brexit-proof structure through prior to 29 March was a competitive advantage. But even though we’ve got a structure, there will be a lot of regulatory work flowing out of Brexit.’
The wider business changes also saw the legal team reshuffle. It was previously divided between northern and southern Europe, but that has shifted to a split between Continental Europe and the Middle East and Africa (MEA). Diego Manzetti is GC of the former, relocating from Italy to Luxembourg, while Aviram Gavish is GC for the MEA region. The third region is the UK, headed by Newby, who also has oversight of all of EMEA.
Another recent initiative, called the Way of Working, sought to increase efficiency within the legal department. That saw the development of an in-house workflow management tool to help improve the way the business instructs lawyers, while every one of Newby’s lawyers has an individual career development plan. Newby added the in-house chief operating officer role to his responsibilities in 2017.
‘The legal team has got to show it can support the moves of the business. If you’re a chief executive, utilising the legal function in that way means you can get more out of legal.’
Team size: 150 Major law firms used: Allen & Overy, Baker McKenzie, Freshfields Bruckhaus Deringer, Hogan Lovells, Morgan, Lewis & Bockius, Norton Rose Fulbright, Skadden, Arps, Slate, Meagher & Flom, Slaughter and May"
Alan Porter, GC of Prudential, has had a storied in-house career and is still offering experience and sound judgement in spades.
Porter first went in-house in 1993, joining British American Tobacco (BAT) as an assistant solicitor. He gained three years’ experience before moving to Farmers Insurance as a corporate secretary and senior corporate counsel in 1996. Porter returned to BAT twice before becoming group GC of Tesco in 2008, his first significant leadership role.
His previous experience in insurance paid off when he joined Prudential as company secretary in 2012, later being appointed group GC in 2015. His credentials see him assume notable authority at Prudential, where he reports into the group chief executive and sits in on the company’s board meetings.
In terms of making his long-term mark on the business, Porter oversaw the creation of a new head of legal operations role with Benjamin Devon, previously a risk and compliance lawyer who has been with Prudential since 2013, stepping into the position. Devon is tasked with the integration and further collaboration of the group legal, governance and secretariat teams.
Porter was also prominent as he and the UK legal team helped shape Prudential’s ten-year strategic partnership with Tata Consultancy Services (TCS), agreed in 2018. The deal with TCS – a global leader in IT, business process and digital services – was touted to enhance Prudential’s service for its UK savings and retirement customers.
Other transactional highlights include Prudential’s entry into the Nigerian life insurance market in 2017. Porter offered support as Prudential acquired a majority stake in Zenith Life of Nigeria and established partnerships with Zenith Bank in Nigeria as well as in Ghana.
Team size: 22 Major law firms used: Clifford Chance, Eversheds Sutherland, Pinsent Masons, Slaughter and May
‘He’s an average musician,’ says Legal & General chief executive Nigel Wilson of his GC and company secretary, Geoffrey Timms. ‘It’s good that he has a
Questionable comparisons to Pulp frontman Jarvis Cocker aside, Timms’ approach to people management has seen him attain an enviable level of respect in the market. ‘Lawyers work incredibly hard’, Wilson adds. ‘They take their roles very seriously and work incredibly long hours. Despite that, Geoffrey manages to manage these people in a way that is human.’
A number of the lawyers under Timms’ wing have subsequently branched out into other areas. One went to HR, another to business development and another became a managing director. ‘That’s what you get from good leadership,’ Wilson insists. Timms obviously has a talent for some of the soft skills modern lawyers require, but Wilson adds he is never afraid to ‘rattle a few cages’ when necessary.
He is clearly also a strong technical lawyer, getting stuck into a variety of pressing matters for the business: ‘We operate in one of the most highly regulated industries in the UK and Geoffrey has a great source of knowledge when it comes to dealing with our huge amount of stakeholders, such as the Financial Conduct Authority, the government or our shareholders.’
Timms is also responsible for external legal procurement, with Eversheds Sutherland, Slaughter and May, Clifford Chance and Pinsent Masons being the prime beneficiaries of Legal & General’s instructions. Wilson praises the collaborative nature of these external relationships, noting the weekly morning sessions Timms runs to keep his panel firms and his own lawyers up to date with L&G’s affairs.
But perhaps most importantly, Timms is simply a nice human. Wilson concludes: ‘He organises a big charity event once a year where he and his band play music. He’s lead guitar and vocals. Luckily there are other bands too.’
Real Estate, Transport and infrastructure
Team size: 5 Major law firms used: Bryan Cave Leighton Paisner, CMS Cameron McKenna Nabarro Olswang, DLA Piper, Eversheds Sutherland
Land Securities Group (Landsec) GC Tim Ashby has gone from headline buyouts in 2017 to quietly getting on with business in 2018. The one constant has been his small in-house team continuing to punch above its weight.
A reduced acquisition appetite is symptomatic of the current real estate market: Brexit headwinds have made some more cautious with their commercial investments and the bricks-and-mortar retail sector has been through some well-publicised issues.
In 2017, Ashby and his head of legal Alex Peeke were involved in the £1.3bn sale of the iconic Walkie Talkie skyscraper. The retail side was active too, with Landsec opening Westgate shopping centre in a £440m joint venture with The Crown Estate.
But last year was characterised by equally important behind-the-scenes work, with GDPR proving a major hurdle. ‘As an industry we have to be more aware of data protection,’ Ashby comments. ‘Whether you own offices or a retail centre, there are things like CCTV and Wi-Fi that we take for granted. Wi-Fi is basically a utility for clients now! That throws up a number of problems.’
Otherwise, he and his team have been preparing other vital groundwork, including an ongoing relationship with Deutsche Bank. Landsec entered into an August 2017 pre-let agreement for the banking giant’s new London headquarters at 21 Moorfields, with substantial planning and preparation soaking up the time of Landsec’s legal function.
As is typical for the real estate sector, Landsec has to send a significant amount of work out to external counsel due to the limited numbers of the in-house team. Cultivating a good understanding with panel firms Bryan Cave Leighton Paisner, Eversheds Sutherland and CMS Cameron McKenna Nabarro Olswang is therefore key: ‘We spend a lot of time on working with our panel firms to build a strong relationship.’
Ashby defers a large amount of praise to his vastly experienced in-house team, which has remained mostly stable in recent years. ‘They are absolutely excellent lawyers. They are obviously property lawyers by background, but they also act as seasoned business partners to the whole team. They have got a lot of experience gained over many years.’
Kit Burden, global co-head of DLA Piper’s technology practice, says: ‘He’s gotten hold of the business really well and has helped to implement a good programme of change.’
Team size: 18 Major law firms used: Bryan Cave Leighton Paisner, CMS Cameron McKenna Nabarro Olswang, Hogan Lovells
Originally featuring as a Rising Star in the 2014 GC Powerlist, The Crown Estate GC Rob Booth has gone on to establish himself as one of the most well-respected in-house legal chiefs in the UK.
In particular, he has garnered a reputation for being at the forefront of tech and innovation in in-house law. In 2018, he introduced an initiative called The Bionic Lawyer Project, which seeks to drive extra value and competitiveness from The Crown Estate’s panel law firms.
This came after a year spent speaking to other GCs as well as legal technologists, investors and people outside the legal industry to crowdsource ideas.
Booth comments: ‘We think we buy as well as we can and have a roster of firms we really respect. It’s finding the things that are going to continue to push competitive advantage.’
He argues that it is not just a case of being demanding, as his firms have contributed to the project: ‘They have been amazing. I built it with them.’
Hogan Lovells partner Charles Brasted argues Booth is an ‘example of someone who brings the law into the boardroom.’ He adds: ‘The way in which he instructs lawyers and presents the business to the outside world – he is an incredibly value-driven leader. His leadership is very much based on the values of The Crown Estate.’
Team size: 250 Major law firms used: Allen & Overy, Eversheds Sutherland, Freshfields Bruckhaus Deringer
The experienced and influential group general counsel of defence multinational BAE Systems, Philip Bramwell, has one key goal in the operation of his 250-strong in-house legal team: making the wider business of more than 80,000 employees more ‘legally astute’. He consistently cites the work of US academic Constance Bagley, ‘Winning Legally: The Value of Legal Astuteness’, whose theory is that in-house demands will always be proportionate to the scale of a business, unless that business
has a better knowledge of its law and regulations.
‘Our philosophy is to staff to mean forecast demand, workload and specialisms,’ Bramwell says. ‘When I arrived at BAE [in 2007], we had no employment team; now we have five full-time employment lawyers. We’ve added six IT lawyers where five years ago there were none.’
As the burden of regulation has increased and the social expectations of business has grown, in-house legal departments have necessarily bulked up, he says. This is particularly the case in the defence industry, with Bramwell saying he has never had a business leader ask him to decrease expenditure on regulatory compliance. ‘Those regulations are there for a reason and they’re onerous for a reason. Our commitment to abide by them meticulously is total.’
But the in-house legal department remains a cost function within BAE, which means it has to justify its existence and demonstrate where it is adding value. Bramwell says lawyers are not inherently good salespeople, which means the function needs to learn to ‘manage its publicity’. If you do not tell the business what you have done, the business will likely conclude you have not done anything. This is where the ‘legally astute’ business comes in. Bramwell’s lawyers provide monthly value-add reports that detail what they have done over and above the day job. Developing smarter training is a key focus.
‘We’ve had some great success with online training. We’re not rivalling Netflix in terms of customer take-up and pleasure, but we are working hard to make our online training tools as good as possible.’
Team size: 35 Major law firms used: Addleshaw Goddard, DWF, Eversheds Sutherland, Linklaters, Pinsent Masons
Claire Chapman became chief GC of outsourcing company Capita in mid-2018. She was the company’s first GC and there was no legal team, just lawyers in various parts of the business. Her role primarily focuses on legal risk exposure, liability and governance, but she has also had to build a legal team. ‘It’s involved everything from putting job descriptions in place, to creating a structure, to most importantly designing what the organisation needs from legal to best drive forward on our strategic objectives.’
It is a task she has faced before. Chapman, who featured in the 2016 GC Powerlist, was previously GC and company secretary of Daily Mail and General Trust, where she led the transformation of the company’s legal division as the trust’s first-ever legal executive. She left the media group in 2017 after almost five years.
In addition to building a legal team at Capita – organised as one central group with teams embedded in six operating divisions and a litigation team – Chapman has led a project around developing contract playbooks and training in a drive to make the wider business more self-sufficient, with legal support coming in on key matters and above agreed materiality thresholds. A third area is a panel review, which she expects to complete in early 2019.
Capita has been criticised following a tumultuous few years: chief executive Jon Lewis announced a profit warning and various other measures in early 2018 following an assessment of the company he made after taking over a couple of months previously. It reported a £513m loss for the 2017 financial year. ‘Working efficiently and managing legal risk is key, and showing the value of what lawyers do,’ Chapman says. ‘It's not just about costs. I’m looking for ways to work smarter.’
Team size: 40 Major law firms used: Addleshaw Goddard, Dentons, Herbert Smith Freehills, Slaughter and May
Despite resigning as GC of Royal Mail in 2018 in favour of switching to easyJet, Maaike de Bie has undeniably left her mark on the in-house community in recent years. Her influence at Royal Mail saw its legal team almost double from 23 lawyers five years ago to just under 40 now. Largely this was down to de Bie’s concerted recruitment of mostly junior lawyers in a new Sheffield hub and the realignment of a business crime team, which now reports into the GC.
For her, the benefits were clear: ‘Bringing more people into Sheffield was important because we were very top- heavy, with most lawyers over ten-years PQE. Now we have two trainees, and some newly qualified people and some two-to-six-years PQE. It’s a more tech-focused generation.’
Doing more than just adding numbers to the team, de Bie also put a heavy focus on training and development to enrich it. The in-house team was trained to be financially astute and to get the best value from external partners, and she oversaw an internal training academy for junior lawyers.
It is not just internal innovation: de Bie also garners respect for her approach to extracting value from external counsel. Despite being told it would be impossible to use flexible fee arrangements for investigations work, she persevered: ‘During investigations, you get many requests for information with really tight deadlines. When one of these comes in, we don’t want to spend ten days negotiating fees with our external counsel. So we said to our firm, “Let’s categorise the requests into three bands of importance – high, medium and low. We can have fixed ranges based on the importance.” When a request came in, all we had to agree was the level of band. It’s worked really well.’
As for the future generations, de Bie insists the in-house route is an attractive one for aspiring lawyers. ‘The only thing in common between an in-house lawyer and a private practice lawyer is the word “lawyer.” Comparing them is really difficult. For instance, we are not incentivised by working as many hours as possible – that’s not how you become a successful in-house lawyer.’
Team size: 45 Major law firms used: Addleshaw Goddard, Clifford Chance, DLA Piper, DWF, Pinsent Masons
‘I was the company’s first general counsel,’ Serco Group’s David Eveleigh recalls about his arrival in 2014. ‘It was for good reason too; it was in quite a bit of trouble.’
That is an understatement: in November 2014 its share price plummeted to 218.7p from 674p the year before, after four profit warnings. A scandal had broken out over the misuse of taxpayers’ money: billing the Ministry of Justice millions of pounds for electronic tags for offenders who were still in prison, or even dead. On Eveleigh’s very first day in the job, the chair, Alastair Lyons, resigned during a board meeting. ‘I thought that was a bit rude,’ Eveleigh comments.
Needless to say, Eveleigh requires lawyers with special skills to keep up with the demanding environment: ‘A lot of legal professionals like big issues so they can look like a hero – transactions or disputes. Our company would be like crack cocaine for them. But by doing so, you are not helping the business. How are you making sure that these problems don’t arise in advance?’
Fortunes have begun to change for Serco in recent years. In 2018, the company bought out BTP Systems, a satellite communications business, with Eveleigh describing it as ‘the biggest deal Serco has ever done.’ He and his lawyers were equally involved in settling a major dispute in Australia.
Eveleigh has certainly played a part in steadying Serco’s ship and has been rewarded with a seat at the highest table in the company. ‘Becoming an integrated part of the management team – you really have to earn it. I think I have.’
Team size: 28 Major law firms used: Addleshaw Goddard, Baker McKenzie, DLA Piper, Linklaters, Slaughter and May
Andrew Fleming was just 31 years old when he landed the head of legal role at British Airways following its £5bn merger with Spanish carrier Iberia in 2011. His tenure leading a 28-strong in-house legal team has seen him face everything from industrial action and a high-profile data incident, to the closure of its largest pension scheme and the acquisition of landing slots at Gatwick Airport.
Linklaters partner Tom Cassels says Fleming brings an impressive gravitas to his role despite his relatively young age: ‘BA throws up a lot of issues in a real glare of publicity because everyone feels they have a stake in it – it says “British” on the label and we all have a relationship with it. I know his team has resolved a number of issues this year very satisfactorily and in a way that has delivered a lot of value to the business.’
The most high-profile recent issue was last year’s data breach that affected hundreds of thousands of customers who made bookings on the company’s website and mobile app. Fleming and his team are continuing to deal with the fallout.
BA was a relatively early adopter of e-billing in late 2011 and Fleming says it has transformed the way the in-house legal function manages its budget: ‘We do a lot of work in-house for a small team but do spend a significant amount on external providers each year. We’ve now got the minutest detail on what we’ve spent with whom.’
He says he inherited a good team in 2011 but believes a strong in-house function is built around the people you recruit and creating an environment for them to be able to stretch themselves. His responsibility has gradually broadened, taking on company secretarial in 2013, compliance in 2016 and data protection in 2017.
‘Taking the head of legal role at 31 was career-defining,’ he comments. ‘I had absolutely no preconceptions about how things should be done. It was an exponential learning curve and
Team size: 70 Major law firms used: Eversheds Sutherland, Slaughter and May
‘It’s been a hell of a busy year,’ reflects Rolls-Royce GC Mark Gregory. The back end of a global criminal investigation, massive internal restructuring programmes and high-profile issues with its Trent 1000 aircraft engine have clearly dominated the in-house legal function’s workload. But on top of that, Gregory has been charged with improving efficiency.
‘The challenge we have is to work out how we can pull efficiency levers like automation, outsourcing and commoditisation so that we’re empowering non-lawyers to do a lot of the tasks. As part of the group restructuring programme, we’re spending a lot of time looking at ways of working to make sure we’re fit for the future.’
Gregory has been with the company for more than 13 years and was appointed GC in late 2015, replacing Robert Webb QC. He has a team of 70 lawyers across the globe and is responsible for 11 different functions in the group, including legal, company secretary, ethics and compliance, internal audit, risk management and export control. He is also an executive team member and sits on the board.
In mid-2018, Rolls-Royce announced a two-year restructuring programme affecting 4,600 jobs. A few months earlier, the company had said it would simplify its business from five to three core business units based around civil aerospace, defence and power systems. As a result, the company sold its commercial marine division to Nordic tech company Kongsberg Gruppen for £500m, subject to regulatory approval. It also offloaded its L’Orange fuel injector business for €700m.
Gregory has in turn reorganised his team, having a chief counsel for each of the three businesses and a shared service centre for subject-matter expertise. He is now focusing his attention on outsourcing and automating more processes, as well as refreshing his legal panel. Gregory is involved in the Law Society-sponsored LawTech Delivery Panel, which is pushing for legal tech to grow in the same way fintech did in the UK.
‘The challenge I’ve been giving my law firms over the last year or so has been to make sure that they are collaborating with us so we can leverage their tech. A lot of law firms talk a good talk, but it can at times be quite difficult to distinguish between them.’
He adds: ‘We’re there to help run the business. That’s a broader task than just being the GC that pipes up whenever there’s a
Team size: 25 Major law firms used: Allen & Overy, Bryan Cave Leighton Paisner, Eversheds Sutherland, Freshfields Bruckhaus Deringer, Owen White, Pinsent Masons, Towerhouse
Carol Hui has been GC at Europe’s busiest airport since 2009 but more recently expanded her role when she was appointed chief of staff in 2017. Already on the company’s executive board,
two departments were added to Hui’s remit: communications and sustainability. Those, alongside the existing legal affairs and assurance teams, ensure Hui has an even greater say in how the company is run.
‘A lot of the role now is not just looking at the black-and-white legalities, it’s about protecting the reputation of the company,’ Hui says. ‘I’ve been with the company nine years this year , and
it values the input and experience that I have, and the knowledge of the company I’ve accumulated.’
The four departments Hui now leads cover everything from operations issues and corporate work in legal affairs, internal audits and risk in assurance, internal and external communications (including government relations), and a focus on sustainability as part of the airport’s Heathrow 2.0 strategy. Hui is credited with revamping the legal department since her arrival. There was no formal panel before she took the role, but she quickly reduced reliance on external lawyers to keep the majority of work in-house. The airport recently slimmed down its legal panel from nine to seven firms and restructured
it from 11 sub-panels to a main general approved list. Hui led the review, with the panel effective for three years from 1 January 2019.
Pinsent Masons and legacy Berwin Leighton Paisner advised the airport on the planning process for the approval of Heathrow’s third runway, with Hui saying the two firms came together to effectively act as one firm. Both are instructed together before the work is allocated to whoever in the joint team is best placed to do it, meaning a partner from one firm may supervise a team of lawyers from both firms.
‘We try to be as innovative and commercial as we can, and come up with solutions rather than always saying no. It’s important to understand the business well and be commercial in outlook, but we are also the guardians of the company, and need to always do the right thing and have strong values.’
One Magic Circle partner comments: ‘She is very competent. Heathrow has been through a political, environmental and legal minefield.’
Team size: 26 Major law firms used: Addleshaw Goddard, Clifford Chance, Eversheds Sutherland
Network Rail GC Stuart Kelly has faced constant change since taking the top legal job two years ago. It appointed a new chief executive, Andrew Haines, in May 2018, months before it sold its commercial estate portfolio of more than 5,000 properties for $1.46bn.
At the same time, Network Rail embarked on its longest- ever panel review process for work that could be worth more than £70m over five years from April 2019. The review, which took the best
part of a year, was about aligning with a new five-year corporate strategy for the overall business. Kelly has just 26 lawyers in his team, lean for an organisation of Network Rail’s size, but the perfect size by Kelly’s estimation.
‘We expect that the new panel arrangement will result in smarter commercial models. The firms will be allocated to different businesses rather than competing within a business. They get the work and don’t need to look over their shoulder: that shows commitment on our part and then everyone can focus on things that drive out waste and add value.’
Network Rail will introduce a legal operations manager as part of its new panel arrangements. Kelly is also an advocate of legal tech start-up, Apperio, which tracks legal spend data. He believes innovation needs to be driven by in-house legal teams, because they know their own problems better than anybody, including external law firms. ‘My role is increasingly about getting out of the way and allowing people to take the opportunities that are there,’ he observes.
Eversheds Sutherland executive partner Ian Gray comments: ‘It’s been another big year of change at Network Rail as it looks to change and reorganise its legal functions. Stuart just never stands still and is always looking out for the next thing to improve in his legal function. He’s completely focused on improving efficiency; a lot of GCs say they want to improve efficiency, but Stuart actually does.’
Team size: 10 Major law firms used: Eversheds Sutherland
‘I’ve been trying to focus on what drives risk and what drives poor behaviour,’ Severn Trent group GC and company secretary Bronagh Kennedy says. ‘You’re not there to help people fix problems; you’re there to make sure they don’t happen in the first place.’
Kennedy joined the FTSE 100 water company in 2011, having previously been group GC and company secretary at Mitchells & Butlers. She oversees a team of ten, while also having two apprentices who have joined straight from school and one graduate as part of a wider company programme. She says the graduate and apprentice programmes help with a broader aim of moving the legal team away from being niche specialists to generalists. ‘The problem when lawyers come in from private practice is they’ve been trained to be quite specialist. We’re finding that having a mixture of people from private practice but also growing our own is working really well. They understand the strategic challenges of the business and therefore have a much better appreciation of risk.’
Severn Trent has a long-running sole adviser mandate with Eversheds Sutherland, operating on a five-year term until 2020. Kennedy says the arrangement provides cost certainty for Severn Trent, which has its income fixed by the regulator. Similarly, it provides Eversheds with predictable cashflow, although Kennedy is increasingly expecting extra value support, such as training and market insight.
Recent key projects include the acquisition of Dee Valley Water, which required redrawing the boundaries between English and Welsh water companies, as well as the £120m purchase of renewable energy business Agrivert.
Eversheds executive partner Ian Gray comments: ‘Bronagh is a very experienced GC who has been at FTSE 100 companies for 20 years. She has a complete mastery of her brief, and she’s completely on top of everything and has a strong projection of where she’s going. When she’s happy we really know about it and when she’s not happy we really know about it, and we like that about her.’
Team size: 6 Major law firms used: Pinsent Masons, RPC, Slaughter and May
‘One of our challenges is to buck the perception that all construction is bad,’ says the GC of Morgan Sindall Group, Helen Mason. Not that easy, particularly in the wake of the collapse of construction giant Carillion and with well-documented troubles at construction outsourcer Kier Group. ‘Our focus is on consolidation, building our profit margins, continuing to do what we do best in the markets we do it best in,’ Mason notes.
Morgan Sindall has a portfolio of six divisions, comprising construction and infrastructure,
fit out, property services, partnership housing, urban regeneration and investments. Its profits grew 42% to £52m on revenue of £2.8bn for the year to 31 December 2017.
Mason joined as the group’s first GC from Fieldfisher in 2014, and has a team of six lawyers split between the construction and infrastructure and urban regeneration divisions. In the years after she joined, Mason advised on two multimillion-pound disputes simultaneously and says there is now no ongoing major litigation against the group.
‘The focus really has been on embedding the lawyers as business partners and we’ve established the Morgan Sindall Business Academy, which is within the construction and infrastructure division, to provide training and development so that we’re seen as the providers of support rather than the ones to come and tell when it all goes wrong.’
Alongside the legal-led academy has been the implementation of a compliance learning management system to deliver training on areas such as the Bribery Act and GDPR. Mason says this has helped with compliance because it is auditable and therefore helps with winning work, because the company can present customers with what people learned and how.
‘It’s rock-and-roll stuff – if you’re having trouble sleeping let me send it through. But seriously, our colleagues like doing it and have competitions about how well they each did, which has really surprised me.’
Team size: 13 Major law firms used: Addleshaw Goddard, Freshfields Bruckhaus Deringer, Herbert Smith Freehills, Hogan Lovells, Jones Day, Mayer Brown, Simmons & Simmons
Brona McKeown joined FTSE 100 real estate company British Land as GC and company secretary in January 2018. She is the company’s second GC, replacing Elaine Williams, and came to the company following nearly four years as GC of The Co-operative Bank.
McKeown had been the bank’s first legal head, having previously been GC for corporate at Barclays, and was credited for her role guiding the bank through a variety of high-profile and complex corporate events that culminated in a £700m recapitalisation in mid-2017. She says she joined British Land because it was the right time to leave the Co-op and because British Land operated in an industry with a tangible output. She believes the core skills of being a GC are transferable, irrespective of industry knowledge.
‘You can touch and feel what British Land does. One day there’s not a building there and then after a period of time there’s either a revamped building or a different one. That’s quite satisfying.’
She leads a team of 13 across company secretarial, legal and GDPR, including four lawyers overall. She was the only lawyer when she first joined, but as is typical with many real estate companies, the legal function is unlikely to get any bigger. A highlight transaction includes the mid-2018 sale of 5 Broadgate to Hong Kong-based CK Asset Holdings for £1bn.
The real estate and retail sectors are facing big challenges, she says. People are changing the way they live and work while corporations want more flexibility, all of which is altering the way people use space. ‘People are shopping online more and real estate can help brands both showcase to customers and deliver orders efficiently, whether that transaction is online or offline. There’s a lot said about the death of the high street and this latest disruption is just the latest chapter. There’s lots to play for in the retail space, but it’s a tough market.’
Team size: 10 Major law firms used: Baker McKenzie, Fieldfisher, Kemp Little
As the GC of a constantly evolving mobile ticketing app, Neil Murrin has had to keep up with the times. The introduction of the company’s first legal ops professionals, and saving Trainline £250,000 as a result, has gone some way in doing that.
With a mandate of streamlining Trainline’s internal functions, Murrin appointed Holly Manvell and Keruschka Shunmugam, as head of legal operations and legal operations manager respectively. While
both were already part of the business, they represented the first dedicated legal ops function. Murrin oversaw as the in-house team designed and implemented a matter-management system for the wider Trainline business, offering templates and best-practice guides. This has improved contracting time by 30% and led to the cost savings.
Other innovations from the Trainline legal team include the implementation of Concord, an end-to-end contract management system, and using electronic signature product DocuSign, which Murrin insists has provided ‘miraculous efficiency’. Murrin says that this introduction of legal ops was the most important thing he and his team did in 2018. ‘It means we can talk to the business about where resources are being used – a prioritisation discussion.’
In addition to the increased appreciation for technology, Murrin has gained plaudits for maintaining a stable budget, despite a boom in headcount. Five years ago, Trainline had around four lawyers, compared to ten now. However, the business-as-usual legal services budget of around £500,000 has remained ‘relatively flat’ during that time period, according to Murrin. As for the secret to his success, Murrin says it is down to being a team player: ‘I’m open and make a point of sitting with the rest of the team. I’m always looking for feedback.’
Team size: 75 Major law firms used: Eversheds Sutherland, Freshfields Bruckhaus Deringer, Hogan Lovells, Whitecap Legal
A few years ago, Sarah Nelson Smith was dealing with documentaries about chickens. Now she is the Europe, Israel and Australia GC of fast-paced real estate disruptor WeWork.
She is newly installed at WeWork, joining in November 2018 from fast-food chain KFC (and parent Yum! Brands), where she was the European legal chief. Among her most interesting work at KFC was an internal debate as to whether to green-light The Billion Dollar Chicken Shop, a 2015 behind-the-scenes documentary on the chain’s practices. The drastic switch in legal work is testament to Nelson Smith’s adaptability as a GC. ‘I loved my time at KFC. The big pull factor to WeWork was the ability to be part of something that was so truly disruptive, and where I felt fully aligned with the company’s ethos and mission,’ Nelson Smith comments.
Founded in 2010, WeWork has found success using a simple model: it rents real estate from a landlord and then leases it on. It also has a heavy focus on providing modern and comfortable office environments. It hit the UK market in 2014 and continues to grow rapidly. ‘When I signed the contract in November, we had 11 lawyers. Now we have 17.’
With such fast growth comes high pressure, but as to be expected from WeWork, working at the company has its perks. She says: ‘It is high pressure, but it is also so positive and collaborative. My kids have been here to visit the office and didn’t want to leave, possibly because they wanted to play with some of the dogs who come to the office each day. One of the company mottos is “make a life, not just a living”.’
While it is early days in her new role, Nelson Smith is already making plans for the future. She admits the in-house legal function could benefit from an increased use of technology and argues it will provide long-term sustainability. ‘With a company growing this fast, you can’t expect to meet the demand placed on the legal team simply by continually hiring more people. That’s where strategic use of AI and alternative solutions become key.’
Ian Gray, executive partner of Eversheds Sutherland, says: ‘She came into Yum! Brands and completely changed the legal function there. She handled the chicken crisis with confidence and competency, and has come into WeWork and continues to innovate. She is the next generation of GC.’
Team size: 75 Major law firms used: Eversheds Sutherland, Freshfields Bruckhaus Deringer, Hogan Lovells, Whitecap Legal
‘I’m extremely passionate about being an in-house lawyer, and I’m all for being very commercial and not forgetting why we’re around,’ comments Mel Rowlands, group GC at Smiths Group. Rowlands is an experienced in-house lawyer – she worked for British Gas and vacuum-engineering company Edwards before joining Smiths over five years ago. The well-regarded GC is described by Roger Barron, partner at Paul Hastings, as ‘a great lawyer but also tough when she needs to be’ and a ‘superb’ manager to her legal team.
Smiths operates in more than 50 countries in an array of markets, including medical technology, security devices, oil and gas, and the space and aerospace sectors. As such, Rowlands heads up a sizeable legal and compliance function within the company and an international team of 75 lawyers spanning the UK, Germany and Dubai.
Rowlands restructured the legal department when she became GC in early 2018 in a bid to encourage her team to ‘think more about business ideas rather than in legal terms’. Five ‘customer-focused’ GCs reporting to Rowlands are supported by several other GCs who provide strategic input to the business across litigation, M&A and technology.
It has already been a busy 2019 as the team has been working on separating the Smiths Group from its Smiths Medical division as part of plans to focus more on the industrial technology side of its business. Last year, Smiths bolstered its aerospace and industrial services by buying engineering solutions provider United Flexible for $345m.
‘We’ve had a strategy of growing the business over the last few years, with lots of re-reshaping through M&A. We are in the throes of separating off from Smiths Medical and integrating United Flexible, so it’s delivering business as usual while also preparing the necessary regulatory compliance for these projects.’
Rowlands is on a mission to reduce the number of law firms the business uses, which in the past has stood at as many as 360 firms due to Smiths’ size, complexity and international spread. Going forward, she wants the company to engage with law firms that are also strategic partners to the business. ‘We started with an M&A panel to get down from 25 to five, so we’re a lot closer to our target.’
Retail and consumer products
Team size: 28 Major law firms used: McKenzie, DWF, Fladgate, Herbert Smith Freehills, Shepherd and Wedderburn, Slaughter and May
‘I went from banker to in-house lawyer to barrister to grocery retailer,’ says Ocado group GC Neill Abrams. ‘It’s not what you would call a planned career path, but each of the things I’ve done have taught me something valuable.’
Abrams has been with the FTSE 100 online supermarket since its launch in 2000, after being approached by former Goldman Sachs colleagues Tim Steiner, Jason Gissing and Jonathan Faiman to join the company. Abrams had been a financial analyst at the bank before taking on an in-house legal role there, latterly spending more than two years at the Bar with One Essex Court before joining the start-up.
Since then, Ocado raised £200m in a 2010 initial public offering, signed deals with other supermarkets to launch their online delivery services and has grown to more than 14,000 employees. Its revenue in 2018 exceeded £1.5bn, proving a lucrative journey for Abrams: he sold more than £8m in company shares in the middle of last year.
‘I was the legal team for several years. The company grew quite quickly, so I was involved in absolutely everything we did, from raising equity to negotiating bank loans to buying a photocopier. I’ve been part of every business conversation and every board meeting, which has made it very easy to be close to the executive.’
Abrams still shares an office with the executive, but his legal team has grown to 28 staff and his role more specified to cover legal, insurance, risk management, human resources and corporate responsibility. In the past 18 months he restructured the legal department into the three pillars of legal, governance and intellectual property. He also employed a legal operations head to focus on improving efficiency.
‘My ability to grow as a leader depends on how my direct reports can grow as leaders. I had to do something to enable that to happen, so we changed the way the department was set up and gave a senior lawyer responsibility for each of those pillars.’
Slaughter and May led on Ocado’s IPO, but otherwise Abrams prefers to keep as much work as possible in-house, including when striking a deal with Morrisons to effectively ‘white label’ Ocado’s technology and distribution platform, and more recently when Ocado secured a similar partnership with America’s second-biggest supermarket chain, Kroger.
‘When you begin life as a start-up, you think in a particular way and that is to not spend money unnecessarily, to demand that things get done very quickly and to expect your lawyers to be immersed in how the business operates. It’s difficult to tick all three of those boxes when you go externally.’
Team size: 200 Major law firms used: Baker McKenzie, Gowling WLG, Osborne Clarke, Eversheds Sutherland, Kim & Chang, Kirkland & Ellis, Skadden, Arps, Slate, Meagher & Flom
In January, Dyson announced 2018 profit grew 33% to top £1bn for the first time and it was moving its headquarters from the UK to Singapore – a move that drew widespread criticism given billionaire founder and Brexiteer Sir James Dyson’s calls on the UK government to leave the EU without a deal. Dyson’s chief executive Jim Rowan denied the move was to do with Brexit or tax but said it was about future proofing the business and gearing up for expansive growth in Asia. Dyson is spending billions on bringing an electric car to market by 2021 and the company had already announced that a new factory would be in Singapore.
‘Dyson is making the transition from a domestic product company to a global, fully fledged technology company,’ GC Martin Bowen says. ‘We’re pursuing not only the car but various battery technologies.’
For Bowen, this has meant ensuring his legal team is at the forefront of such initiatives, with patent filing an integral part of the wider business strategy. The legal team has grown from about 170 to 200, with the team in China more than doubling to nine lawyers. A team of four specialist automotive lawyers will be embedded in Singapore over the next 12 months, given that cars are very different to Dyson’s traditional product base.
‘Although we continue to do a huge amount of work here in the UK from a sales perspective, Asia is an area that we have to grow and develop,’ Bowen comments. ‘We’ve been getting to grips over the last couple of years with the various disciplines of doing business in China, South Korea and Indonesia.’
In 2018, Dyson also won a long-running legal battle with the European Commission over the energy labelling of vacuum cleaners. Dyson had challenged legislation on testing and labelling vacuum cleaners’ energy performance, arguing that performing those tests on empty machines did not reflect real use. ‘That was a tremendous success. It’s an enormously difficult thing to do to overturn a piece of European regulation, and to take the Commission to the EU courts and win.’
Team size: 3 Major law firms used: F-Lex, Keystone Law, Lawyers On Demand, Osborne Clarke
It is hard to picture a more drastic change of scenery: swapping 15 years of cut-and-thrust at Freshfields Bruckhaus Deringer for a GC role at Notonthehighstreet, the online marketplace for curated gifts.
That is exactly what Kate Burns did. She had psyched herself up for the in-house switch in 2016 and knew to expect a drastic cultural difference. Even so, she was surprised. Upon arrival, she was immediately assigned a ‘personality colour’, based on research by Insights. Red can be competitive and demanding, blue cautious and reserved, yellow sociable and flamboyant, green caring and docile. ‘I’m a mixture between blue and red apparently, and many of my new colleagues were yellow. I came from a law firm filled mostly by blues and reds!’
Sociable and nurturing colours aside, this has been a demanding role for Burns in an industry under intense pressure. In 2018, she was forced to appear in front of an Environment, Food and Rural Affairs Select Committee, after it found UK retailers were ‘complacent’ about the sale of real fur being advertised as fake fur. It presented Burns with a monumental task: ‘I have been working on how, in a marketplace of 5,000 sellers and 250,000 products, we can help our sellers stop real fur from getting into their supply chains.’
But it is not just external regulation. For Notonthehighstreet, with its unique system of marketing and selling fashionable products made by other individuals and small businesses, there are soul-searching questions as to what extent it should self-regulate – questions Burns has to answer.
‘Online marketplaces are a large part of the future of retail, but they are still a fairly new concept. While the sellers are the ones who are solely responsible for the products they sell on our marketplace, we also have to make sure they are selling in a compliant, fair and ethical way. We have to find the right balance and engage with regulators to work out what does and does not require more scrutiny.’
Overall, she sees the benefit of the occasional blue in a sea of yellows. She concludes: ‘Being that blue person who remains calm and provides level-headed advice – these are not necessarily legal skills, but it can be invaluable to the business.’
Team size: 10 Major law firms used: Allen & Overy, Ashurst, DWF, Eversheds Sutherland, Shoosmiths
It has been a difficult time at £17bn-turnover, listed supermarket giant Morrisons. Major litigation over a data breach, a £1bn equal pay claim and a major fire at a supermarket in Folkestone have dominated 2018.
Head of legal Alison Charnock drew wide-ranging plaudits for her work throughout this period. She stepped up to the role in the wake of former GC Mark Amsden, who left the company in mid-2017 after more than four years. Eversheds Sutherland senior partner Shirley Hall admires Charnock’s work: ‘Alison has been involved in major litigation this year on data protection involving the release of employee data by a disgruntled employee and is now involved in mass equal pay litigation.’
In October 2018, Morrisons lost an appeal relating to that long-running data protection case, when it was found to be legally responsible for a data breach affecting more than 100,000 employees. A former employee, who was convicted of fraud in 2015, had leaked payroll information in the breach.
A month earlier, an equal pay claim was brought by Leigh Day on behalf of a group of employees, which if successful could be worth £1bn in back pay. It followed action the law firm took against Tesco, Sainsbury’s and Asda.
White & Case partner Patrick Sarch is also impressed by Charnock’s abilities. ‘The company has had another very busy year. She is fighting the good fight on data issues and handles a significant number of other complex issues across the business. We think she
Team size: 30 Major law firms used: Addleshaw Goddard, CMS Cameron McKenna Nabarro Olswang, DWF, Gowling WLG, Lewis Silkin, Osborne Clarke, Slaughter and May
Verity Chase is the highly regarded head of group legal of cherished retail brand Marks and Spencer (M&S), and is a well-known in-house player after being nominated for the Legal Business Rising Star In-House Counsel of the Year Award in 2014.
Not long after the commendation, Chase took over the top legal job at M&S from the long-standing Robert Ivens in 2016, himself no stranger to the GC Powerlist. Since then, she has had ample opportunity to assert herself in a high-profile company going through turbulent times. In the public eye in recent years has been a spate of store closures, instigated in part due to a strategic shift to online sales. In January this year, M&S announced 17 stores set for closure, with a view to shut down more than 100 by 2022.
Chase’s legal team has been heavily affected by this, drafted in to manage consultations with staff whose jobs have been affected by the cuts. She comments: ‘Our employment, commercial and property lawyers will advise on the whole closure process working hand-in-hand with the business.’
It has not all been doom and gloom: Chase had a big hand in establishing a joint venture with Founders Factory, called Founders Factory Retail. The initiative focuses on investing in and growing start-ups related to the sector, and M&S will be Founders Factory’s exclusive UK retail partner, giving it significant first-mover advantage.
Chase says the best piece of career advice she has received came from former M&S chief executive Steve Rowe, whom she considers a mentor. ‘He said: “Where are you now and where do you want to be? What skills do you need to get there?” Just that simple process of mapping out your career is so important.’
Team size: 2 Major law firms used: Charles Russell Speechlys, Keystone Law, mpm legal, Shoosmiths, Travers Smith
Anna Cosgrave has not looked back after swapping a high-flying M&A role at Addleshaw Goddard for snack food provider graze in 2016.
That is not to diminish the challenge of her in-house role. As the head of legal at a fast-paced start-up, Cosgrave has had to become a jack of all trades. Throughout 2018 she has had to handle facets of intellectual property, commercial and real estate work, as graze conducted acquisitions and entered new markets. And now, with news in February 2019 that private equity house The Carlyle Group has sold graze to Unilever, things may change dramatically again.
Founded in 2008, graze originally operated an exclusively direct-to-customer model, delivering its signature range of foods to consumers’ doorsteps. In 2015, it adopted a more retail-focused model, with the likes of Sainsbury’s and Boots stocking its products.
This has brought new legal implications for the company – graze has launched litigation against Lidl for allegedly producing what Cosgrave terms ‘copycat punnets’ of its health snacks. Cosgrave has enlisted Keystone Law to fight in graze’s corner and she has a real affinity for the products she is defending: ‘The quality of product is exceptional here. There’s a massive market for it. I would find it hard to work for a company where I wasn’t this passionate about our product.’
On the real estate side, Cosgrave was heavily involved as graze bought out Marshfield Bakery in the Cotswolds. It previously created graze’s signature lemon-drizzle flapjacks and protein bites but has now been fully incorporated into the business.
For Cosgrave, the key to getting the best out of the wider business is to make them feel included. She concludes: ‘I try to make sure people are given enough responsibility and decent timelines to work within. I will have regular meetings with the team to make sure they are on the right track. When you properly delegate you make people feel like part of the solution.’
Team size: 3 Major law firms used: Three Major law firms used: Bird & Bird, Gowling WLG, Lewis Silkin, Osborne Clarke
Lisa Tomlins, a former senior lawyer at online takeaway giant Just Eat, joined interior designer MADE.COM as its first ever GC in December 2014. Tomlins and her small team have responsibility
for all legal matters across the UK-headquartered company, including its ambitions to grow its European footprint.
‘In the last quarter of 2018, we entered our eighth market when we broke into Spain and we are planning to launch in Portugal, Italy, Denmark and Sweden this year, which brings with it a kaleidoscope of important projects, including numerous legal contracts and ensuring compliance with local regulations,’ she comments.
Tomlins helped the company reach $60m in funding growth to accelerate its European expansion in July 2015. But plans for expansion have enhanced the importance of undertaking Brexit-proofing activities. ‘For example, while we have already had supply-chain operations in both Europe and the UK for some time, we have further enhanced our European supply-chain operations in preparation for Brexit.
‘Brexit presents a challenge because we sell throughout Europe and have a pan-European focus. However we also believe that, compared to other brands with an exclusively UK-focused business, our pan-European focus can be an advantage when faced with Brexit headwinds.’
Following her appointment, she set up The Disruptive GC Network alongside co-creator Matthew Wilson, legal director at Uber. She says the network, which has more than 50 members, has proved popular. ‘Start-ups present their own challenges from a legal perspective, and I wanted to create a no-strings-attached forum to share experiences and exchange ideas with other GCs going through similar journeys.’
Having hired her first lawyer in October last year, Tomlins is hoping to make further additions to the legal team in line with the company’s growth ambitions. The interiors business has used gap-year graduates as paralegals for legal work alongside a mix of law firms. ‘I’m very open about projects and priorities that are set at a senior level by the business as this empowers my team to be effective advisers.’
Tomlins worked for Just Eat for over two years before moving to MADE.COM, and was part of the team that oversaw the food company’s £387m initial public offering and London listing in April 2014. ‘The legal challenges that I faced at Just Eat were somewhat different to the challenges I face at MADE, but there are definite similarities between the companies in the speed of innovation, the
level of risk appetite and lack of legal precedent.’
She believes, ultimately, lawyers of all kinds will need to become more aligned and adaptable to how businesses operate. ‘Law firms will need to be more flexible with their hours-based billing model – it’s antiquated and needs to be reformed. The model is too unpredictable and doesn’t link fees paid to the value of services.’
Team size: 28 Major law firms used: Addleshaw Goddard, CMS Cameron McKenna Nabarro Olswang, Dentons, Linklaters
Nick Grant stands among the veterans of the in-house community, acting as Sainsbury’s head of legal since 2006. His career there goes back even further, as he joined as a commercial lawyer in 1999. Prior to that was a three-year stint as a barrister at planning and environment specialist Francis Taylor Building.
Grant has certainly made his mark on Sainsbury’s in-house function, particularly with his pioneering attitude towards external counsel. In 2011, he set up Sainsbury’s Legal Community, which involves multiple firms collaborating to provide advice. The change allowed the in-house team to present its objectives more openly and let firms that are stronger in certain areas collaborate to produce better advice.
He has also presided over a key panel review in 2017, where 11 firms were appointed, including Addleshaw Goddard, CMS Cameron McKenna Nabarro Olswang, Dentons and Linklaters. Grant said at the time that the firms were selected based on their ability to support Sainsbury’s in all its jurisdictions, including its new presence in the Republic of Ireland thanks to its acquisition of Argos.
No doubt high on Grant and his legal team’s priorities in 2018 was the proposed landmark merger between Sainsbury’s and rival supermarket Asda, and the entailing regulatory issues. As the GC Powerlist went to press in February, the Competition and Markets Authority (CMA) had expressed concern over the proposed merger, warning it could lead to a poorer shopping experience for the consumer, and said it could block the deal. Sainsbury’s and Asda will have a chance to respond to the CMA’s findings before a final decision is published on 30 April.
With the retail market set for further disruption with Brexit just around the corner, the experience Grant has will prove invaluable for Sainsbury’s going forward. Iain Fenn, corporate partner at Linklaters, says: ‘Nick is an excellent in-house leader. He is a pleasure to work with as he is able to identify key legal issues in business situations quickly and finds solutions with the minimum of fuss.’
Team size: 35 in the HQ team Major law firms used: Clifford Chance, DWF, Macfarlanes, RPC, Shepherd and Wedderburn
Amanda Hamilton-Stanley is relishing the opportunity of being group GC of French wines and spirits company Pernod Ricard, having ascended to the role in September. She replaced veteran GC Ian FitzSimons after he stepped down following a 16-year stint. She was picked as his replacement thanks to her considerable pedigree at the company, serving as GC for its Chivas Brothers whisky division since 2011 and even overseeing a major overhaul of the legal advice panel in 2016.
Based in Paris, Hamilton-Stanley runs the 35-strong HQ legal team, which is split into four divisions: a small cyber security and GDPR team; an M&A team; a compliance team; and a centralised intellectual property administration hub. But outside the HQ, each of the company’s brands, including Absolut Vodka, Jameson Irish Whiskey and Beefeater Gin, has its own legal team. These vary in size depending on the size of the brand. Typical legal work for the HQ and the various brand teams includes IP protection and M&A, although specific to the brands is a focus on contracts and supplier issues.
But Hamilton-Stanley has a major one-off matter on the horizon: by 2020 Pernod Ricard is expecting to integrate five separate affiliates and its HQ team into one larger office in Paris, a move that she says will bring ‘a greater degree of collaboration. It will encourage each lawyer to work as part of a bigger team with a broader scope and enable them to collaborate more easily with colleagues, both in the different businesses in France and around the world’.
She has won great admiration from partners after successfully asserting herself in the new role. Aedamar Comiskey, Linklaters’ global head of corporate, describes Hamilton-Stanley as a ‘powerful GC’, the likes of which ‘we need more of in law’. RPC head of commercial, Jeremy Drew, goes further: ‘She is one of those very annoyingly organised people who no matter what you throw at her, she knows the answer, she knows what she wants and is very careful about how she uses her lawyers. A very bright, astute, canny operator – she does a ton of stuff for them. A class act.’
Team size: 55 Major law firms used: BLM, Blake Morgan, Eversheds Sutherland, Hill Dickinson, Womble Bond Dickinson
Srechko Jernej Kontelj, commonly known as Stretch, is not your typical in-house legal chief. With his own Wikipedia page, Kontelj has a background in politics in his native Australia, serving as mayor of the city of Geelong between 2001 and 2002. He is a longstanding member of the Liberal Party of Australia. He holds an impressive collection of degrees, with qualifications in law, economics, accounting, commerce, business administration, applied corporate governance, arts, notarial practice and military law from the Universities of Monash, Melbourne, Victoria, Deakin and King’s College London.
In 2015, Kontelj took the group legal director role at Specsavers, relocating himself and his family to Guernsey as a result. Upon arrival, he set about overhauling the in-house legal function, reorganising the 55-strong team to better align with end customers. Given Specsavers’ structure, the legal team is a vital cog in the machine when it comes to day-to-day transactions. ‘A lot of the transactions the business does are related to our partners and people buying and selling franchises. All of that work comes through us.’
He says he has a passion for new environmental regulation that is now shaping the business, causing Specsavers to cut back on plastic packaging and improve recycling capabilities.
In terms of career advice, Kontelj insists that putting legal knowledge on the back burner sometimes can be a real benefit: ‘The last thing you want in a commercial meeting is a lawyer constantly blocking things by bringing up legal points. Think like a lawyer, but don’t act like a lawyer.’
Kontelj has won considerable plaudits from external counsel, with Eversheds Sutherland executive partner Ian Gray commenting: ‘He has a very complicated job and has to deal with thousands of joint ventures due to Specsavers’ business model. He handles himself confidently, and has totally reorganised the legal function and services the company provides in a positive way.’
Team size: 65 Major law firms used: Addleshaw Goddard, Allen & Overy, Herbert Smith Freehills, Macfarlanes
‘We should have a lean team,’ comments Associated British Foods (ABF) director of legal services and company secretary Paul Lister in response to having just 65 lawyers in an organisation of more than 137,000 employees across 50 countries. ‘A lean team gives people the ability to be excited by the work they’re doing each day; the more you dilute it, the more mundane some of the work would be. I’m not sure I’d want to recruit a lawyer who wanted to do mundane work.’
No surprise then that Lister has been on a drive to bring more work in-house. ABF has no formal panel and each year tries to ‘get rid of the tail’ of external providers. ‘For example, I could look at if we are outsourcing too much general commercial work in the UK. You do an equation: for X-thousand pounds of outside work I might as well just get another lawyer and then I can have the benefit of someone learning the business. I can get value for it and it pays for itself.
‘We should be better at that than outside counsel and, not only that, we know what our business needs and risk appetite are. If we don’t, then we should all be fired.’
ABF’s team is split 50:50 between the UK and the rest of the world, with 60% of the team commercial lawyers covering distribution agreements and terms and licensing, with the remaining specialists covering areas such as M&A and antitrust.
ABF, a £15bn-plus food, ingredients and retail multinational, which owns household names such as Primark and Twinings, buys and sells a lot of companies. It had an expansive 2016/17, with multiple nine-figure transactions, and built on this momentum with several smaller deals over 2018.
Lister’s attention has also turned to technology and how the function might gain efficiency. He has looked at high-profile artificial intelligence provider Kira but also wants to find a tool to measure the team’s internal efficiency and time spent on pieces of work. Deloitte has been brought in to assess how the function is using technology before any decisions are made. ‘Sometimes you wish law firms would open up a bit more. There’s a debate to be had around how they charge for technology, because if Kira can analyse a document in seconds, which used to be hours, who’s going to get the benefit of that? I’d like the benefit of that.’
Addleshaw Goddard partner Chris Taylor comments: ‘Paul is great to work with – he is constantly challenging perceived wisdom, which really keeps you on your toes, forcing you to come up with new, better ideas and ways of working. His entire focus is on driving the very best commercial and ethical outcomes for ABF.’
Team size: 40 Major law firms used: Allen & Overy, CMS Cameron McKenna Nabarro Olswang, Latham & Watkins, Lighthouse Law, Slaughter and May
When profiled for last year’s GC Powerlist, Thomas Cook GC Alice Marsden vowed to make 2018 the year of tech. She has duly delivered.
Most conspicuously, this has been achieved by the appointment of a new head of legal operations: Keely Fitzpatrick. Fitzpatrick has an overall remit to improve the usage of technology across the legal function, but she works closely with the procurement division in particular, which now reports into Marsden.
Marsden comments: ‘It works really well to have a global, centralised contracting function. The new ops role works very closely with the procurement team to make sure right from the outset that we have the most competitive bidding processes possible.’
Of Fitzpatrick’s other responsibilities, she has liaised with Thomas Cook’s panel firms to try and drive extra value. With Lighthouse Law, Fitzpatrick has been exploring whether Thomas Cook can take greater advantage of its South African offshoring hub and send more work in that direction.
Another key appointment by Marsden has been a new head of intellectual property, Helen Stanwell Smith. The newly created role centralises Thomas Cook’s IP portfolio and, as Marsden says, ‘makes sure it’s in the right place’. CMS Cameron McKenna Nabarro Olswang has recently been drafted in to help manage the portfolio.
In terms of the wider Thomas Cook business, the legal team has been involved in a number of critical mandates, including a strategic review of the company’s airline division. Also on the agenda was the extension of the company’s partnership with Expedia – previously Thomas Cook offered its city break and hotel-only product solely to the UK market, but this is to be expanded to various European markets.
Marsden is keen to get even more out of her team to continually drive the business forward. She concludes: ‘I make sure my door is always open and that the team can always get in touch with me. I am really happy to be challenged by them too – I truly believe that many heads are better than one.’
Team size: 7 Major law firms used: CMS Cameron McKenna Nabarro Olswang, Eversheds Sutherland, Linklaters
Most are aware of the stringent regulation that modern banking GCs must contend with, but Nestlé’s legal chief Mark Maurice-Jones has hardly been spared.
There are the macro-factors of course – even the famed Swiss KitKat creators cannot escape the clutches of Brexit, preparations for which have absorbed much of Maurice-Jones’ time. GDPR regulation is also of high importance in the food industry, but the introduction of a sugar tax in the UK has brought industry-specific constraints.
Maurice-Jones has drawn praise for his philosophies on external counsel. For him, the balance between effective collaboration and driving value is an important one: ‘We want to get good value for the services we receive, but I also view external counsel as an extension of my legal team, so I look for work to be fairly priced.’
This approach operates very much on a case-by-base basis: ‘If I’m doing high-level M&A, I’m not going to be penny-wise and pound-foolish. On the other hand, if I’m doing a small advisory piece, I’ll be looking for firms to be a bit more flexible.’
In terms of management style, he believes in being open and providing as much communication to his team as possible: ‘I like the team to feel empowered and not having me control their every move. I believe a lot in openness and transparency, and people feeling like they can challenge things.’
It is all in line with his mantra: ‘Stay humble and be open to other ideas.’
Team size: 60 Major law firms used: Allen & Overy, Bird & Bird, Clyde & Co, Eversheds Sutherland, Foot Anstey, Freshfields Bruckhaus Deringer, Hogan Lovells, Milbank, Tweed, Hadley & McCloy, Skadden, Arps, Slate, Meagher & Flom, Womble Bond Dickinson
In 2016, retailer Kingfisher announced its ONE Kingfisher plan: a five-year transformation programme and restructuring expected to cost £800m, aiming to unify product ranges across the business, drive its digital capability and deliver operational efficiencies. Kingfisher, which owns well-known brands B&Q and Screwfix, is about halfway through the programme and in the year ending January 2018 recorded sales of £11.7bn.
The company has around 79,000 employees across 1,300 stores in ten countries, but ONE Kingfisher seeks to combine global functions, such as legal, to work alongside local companies in a bid to improve efficiency.
Elizabeth Messud joined as legal director in early 2017, having previously held senior legal roles at Renova and Nestlé. Transformation of the organisation of the legal function has been the priority for her since, creating a centralised and integrated legal function where previously each of the nine retailers Kingfisher owned had their own head of legal who reported to the group’s chief financial officer. There are 60 legal staff within the group, but only six were based at the London HQ.
‘Most of what I’ve worked on is about identifying what an integrated legal function looks like for a transformed Kingfisher business and working to make that happen,’ Messud comments. The organisational design programme is gradually being rolled out and is yet to be fully completed, but the legal function is moving from a market-by-market legal structure to a single legal team.
At the same time, Messud led a global panel review, which was announced in March 2018. A total of 17 firms made the cut, covering work across the UK, France, Poland, Portugal, Romania, Russia and Spain. ‘Our streamlined panel will allow us to develop better working relationships with each of the successful firms to ensure the delivery of high-quality legal services and to ensure we get the best value for our spend from a core group of specialists who really understand Kingfisher.’
Team size: 252 Major law firms used: Addleshaw Goddard, Bristows, Slaughter and May
Diageo’s Siobhán Moriarty has long been well regarded by the in-house community. Already GC of the multinational alcoholic beverages company, which owns well-known brands including Guinness, Smirnoff, Baileys and Johnnie Walker, Moriarty’s role and prominence within Diageo expanded even further in mid-2018 when she was appointed as company secretary.
Moriarty’s role had already expanded from a pure legal function, which included intellectual property and corporate security to feature brand protection, before taking on company secretariat. She believes the role of GC within Diageo has always been one of the more progressive, reporting to the chief executive and being a member of the executive leadership team even before she was appointed.
‘Our goals are aligned to the company’s and our purpose as a function is to drive Diageo’s performance ambition and make a valuable contribution to its long-term, sustainable success. We aim to do this in an agile manner so as to enable commercial growth, look to turn potential risks into opportunities, minimise loss and litigation risk, protect our brands and our reputation, and increase our productivity and effectiveness.’
Moriarty’s team is divided into a global function that is mostly UK and US-based, supporting the business in specialist areas such as M&A, IP, compliance, antitrust and data privacy. There are also market-based lawyers supporting distribution companies across the world.
In the six months to 31 December, Diageo reported a 6% increase in revenue to £6.9bn for operating profit of £2.4bn. The company, which made a billion-dollar acquisition of the Casamigos tequila brand in 2017 also sold nineteen brands to Sazerac for $550m in 2018.
Moriarty’s team is in the process of introducing an online training tool for the global legal function called iDevelop. The idea is to allow team members to develop their functional and leadership capabilities. ‘It supports individuals and their line managers in having informed, personalised development conversations. It is used to help identify the skills we need to develop training for, so that each individual can achieve their agreed development goals.’
Moriarty is also noted as a strong advocate of diversity and inclusion. She says firms are too often insufficiently diverse, particularly at partnership level. ‘I recognise that they are trying to remedy this and that it can be difficult, but the current state is a result of long-term neglect of the importance of this area. The recent gender pay gap reporting obligation in the UK has served to highlight the nature of the challenge.’
Team size: 200 Major law firms used: Allen & Overy, Bryan Cave Leighton Paisner, Freshfields Bruckhaus Deringer, Pinsent Masons
The GC hot seat at Tesco is not to be taken lightly. The last few years have been particularly pressurised thanks to fierce litigation and monumental M&A deals. The man tasked with overseeing these thorny legal issues is Adrian Morris, a hugely experienced in-house lawyer who joined Tesco in 2012 after numerous roles at the likes of Centrica, BP and British Gas.
Top of the agenda was the fallout from Tesco’s £250m profit misstatement in 2014. Five years on, the retailer is still feeling the effects, with a £129m deferred prosecution agreement being struck with the Serious Fraud Office (SFO) in 2017. A civil claim, brought by disputes specialist Stewarts Law on behalf of over 125 institutional funds who claim to have lost money, is still ongoing. A separate criminal trial, brought by the SFO against former Tesco executives was quashed in the last year. Morris notes the past few years have been characterised by prosecution. He adds: ‘A lot of people had to give evidence at that trial.’
Outside of litigation, there was the £3.7bn takeover of wholesaler Booker, completed in early 2018. Under substantial pressure from Booker’s rivals, such as SPAR and Bestway, the acquisition was subject to intense scrutiny from the Competition and Markets Authority (CMA). The CMA eventually gave Tesco the green light in December 2017. ‘That was the single most important thing the legal team worked on in the last year.’
With such responsibility, Morris insists that Tesco can compete with any law firm when it comes to recruiting junior talent: ‘We have a good, stable team here, but when we need to go into the market we have absolutely no problem in hiring high-quality, energised lawyers. If you offer people the right career development, in-house is just as popular as it has ever been.’
And it is clear that Morris himself relishes that responsibility. ‘It is really important that the legal function has a big presence at the decision-making table. I want a legal function that is a genuine strategic adviser to the business.’
Team size: 10 Major law firms used: DLA Piper
In 2017, the UK arm of global brewing giant Heineken made a substantial £403m acquisition of around 1,900 pubs owned by Punch Taverns. The transaction effectively doubled the size of Heineken’s pub company to the point where it is now bigger than the brewing business at more than 2,700 pubs. For Lynsey Nicoll, Heineken’s acting head of legal for the past year, bringing those pubs into the business has dominated the workload.
‘We’ve been integrating everything by growing the internal team to manage the pub business, and developing systems and processes that go with that, and managing the additional volume of work. It’s been great but challenging.’
Nicoll leads an in-house legal team of ten, the size of which has doubled since she arrived seven years ago. The company has a sole-adviser mandate in place with DLA Piper, first instigated in 2015 and renewed for another two years in 2018. Nicoll and former head of legal, Graeme Colquhoun (who has been seconded to an internal project), led on establishing the relationship.
Heineken saved more than £1.5m in the first three years of the arrangement, reducing overall spend by about 30%. The main categories of work have been in property and licensing for pubs, intellectual property and employment – all on fixed-fee retainers – and specialist corporate and commercial advice, provided at capped fees per project.
‘We’re continually looking at improvements there,’ Nicoll comments. ‘It’s generally good, but we’re always looking at ways to be more efficient.’
The legal team is proactive on developing relationships across its business. Nicoll says the overarching philosophy is to be seen as a team that can help the business achieve its objectives, rather than being blockers. ‘The main focus for us is trying to manage and sustain the business-as-usual stuff in the most efficient way possible to free up our time dealing with all these change and strategic projects across the business, because we’re not planning to grow the team, but work smarter.’
Team size: 47 Major law firms used: Addleshaw Goddard, DLA Piper, Freshfields Bruckhaus Deringer
The last five years have seen Dixons Carphone unify its operations following the £3.8bn merger between Dixons and Carphone Warehouse in 2014. The year after, Nigel Paterson, a former senior lawyer at BT for over 14 years, joined the electronics retail giant as GC and company secretary.
Paterson has responsibility for 47 lawyers across employment, corporate and commercial legal teams in London, Athens and Oslo. Reporting a tough trading environment on the UK high street as consumers increasingly look online for purchases, at present he is helping the company decide on a new five-year strategy to bolster its core retail services.
According to Paterson, electronic sales across the company’s UK-based Currys PC World stores are ‘holding up fairly well but‘ people are keeping their mobile phones for longer, which over Christmas caused a dip in phone sales in its Carphone Warehouse stores. With online sales accounting for around 30% of Dixons’ business, the company wants to grow its online offering and develop more credit options for consumers.
And with the arrival of former Shop Direct boss Alex Baldock as Dixons’ new chief executive in April 2018, Paterson’s post-merger tidy up has been largely a matter of joining together two legal teams at Dixons and Carphone Warehouse before the merger. ‘Most of my four years in the role has been spent building one business and aligning the cultures of the two legal teams – that sort of thing takes time.’
Moving operations to one IT infrastructure platform has also meant negotiating and instigating new supplier contracts for the legal team: ‘We tend to do as much work as we can in-house and use paralegals where we can for routine work, so the lawyers can be focused on what they can best add value to.’
Last year, Dixons reported that around 10 million records containing customer data may have been hacked the year before. Paterson was involved in the immediate aftermath of the breach, including the retailer’s response to the ongoing investigation launched by data information body, the Information Commissioner’s Office. He says GCs are seeing an increasing workload on the compliance side of businesses as fines and sanctions for non-compliance have grown harsher: ‘GCs are also getting much more deeply involved in risk management. I have somebody who works on risk management reporting into me now, but before that I did a lot of risk management with my role.’
Team size: 500 Major law firms used: Baker McKenzie, Clifford Chance, DLA Piper, Linklaters
‘Everything is just getting faster,’ says Unilever chief legal officer and group secretary Ritva Sotamaa. ‘The digitisation agenda is changing the environment of the consumer goods industry. We as a legal team need to make sure we keep pace.’
Easier said than done for the 500-strong in-house legal team Sotamaa has led since 2013, with Unilever owning more than 400 brands sold across 170 countries. The global consumer goods giant recorded full-year sales of £44bn in 2018. In February 2019, it announced that it had purchased healthy snack brand graze from The Carlyle Group (see graze profile, p81).
In a bid to keep pace, Sotamaa has lawyers across 55 countries and introduced a legal operations leader when she first joined to improve efficiency. But that has been taken to another level, she says, with the appointment of a GC of people and skills at the start of this year. That role was internally filled with a senior appointment: former GC for UK and Ireland, James Barnes.
‘The role is to ensure that we focus and put the emphasis on the development of our talent and our learning agenda, and make sure we unleash the potential of our people. One of the toughest things is always change management and how you create an environment that engages people.’
This saw the launch of a flexible experience platform, which allows anyone from the legal team to allocate up to 20% of their time to global projects. Lawyers can apply for any project irrespective of their location, which Sotamaa says has been very well received. It helps particularly in countries where the legal teams are small and career development opportunities are rare. The legal function also has a technology roadmap programme called Future First. An initiative dubbed Smarter Contracting has seen work in more than 60 countries shifted to alternative providers over the last year or so, with Unilever using outsourcing partners in India and Latin America extensively.
‘It’s been a big differentiator for our lawyers to be able to shift their attention and time to topics that move the needle more. You need to think like it’s your own company, you need to take ownership and be a business player as much as anyone else. That type of mindset where you take that accountability and responsibility is getting more critical.’
Team size: 80 Major law firms used: Taylor Wessing
If you are not unashamedly customer focused, a career working at Amazon might not be for you. As John Stone, Amazon’s vice president and UK legal director, says: ‘One of the biggest changes in my role, and many roles across the company, has been an increased focus on helping people understand our business and learning from others about how we can do better. Amazon has taught me many things, but most importantly, what it means to be customer obsessed.’
The multinational online technology company is supported by a team of 80 in the UK, working across transactions, intellectual property, marketing campaigns, competition, product regulation, as well as employment and tax.
The New Year saw Amazon launch a cosmetics range and its own pet food brand; a month later, it broke into the interiors market in the UK with two furniture brands. ‘The pace of innovation and growth remains high at Amazon so the legal team’s biggest challenge is keeping up with the pace of the business,’ Stone says.
Stone has been legal director since March 2018. He started his 15 year-long career at Amazon as corporate counsel for M&A and securities, then associate GC for digital media and Amazon’s e-reading device Kindle, before becoming vice president for digital media. For management style, he says he tries to help his team operate as independently as possible: ‘My role is to be transparent in setting expectations, providing feedback and helping with their development.’
But for external legal advice, he says the best lawyers appreciate the differences between traditional law firm culture and Amazon’s ‘peculiar’ culture: ‘The best firms work hard to tailor their approach to working with us, but unfortunately many law firms are entrenched in their own ways of working and struggle here.’
Taylor Wessing partner Niri Shan comments: ‘He has a huge legal team, and is strong at managing that and prioritising the most important issues. He’s also good at managing outside counsel.’
Team size: 100 Major law firms used: CMS Cameron McKenna Nabarro Olswang, Gowling WLG, Norton Rose Fulbright, RPC, Shearman & Sterling, Slaughter and May, Squire Patton Boggs, Womble Bond Dickinson
The remit of Coca-Cola European Partners’ (CCEP) general counsel (GC) and company secretary Clare Wardle has been all about joining the dots across the world’s largest independent Coca-Cola bottler since she joined from British retailer Kingfisher in 2016.
CCEP was established following the combination of Coca-Cola Enterprises, Coca-Cola Iberian Partners, and Coca-Cola Erfrischungsgetränke in 2016. Wardle had to bring three different entities, departments and approaches into one unit, creating an in-house legal team of about 100 people covering legal, risk, compliance and security. She has eight direct reports, six of which are effectively general managers for legal in individual countries.
‘It’s been about keeping everybody joined up,’ Wardle says. ‘Making sure we have the local view as well as the central view.’ That has most recently manifested itself through a contract management system to standardise agreements. The team also embeds lawyers in different business units and geographies, to spread ideas and approaches across the function.
The legal team has also implemented a tool that combines all its risk processes and connects people working on a particular issue together via an app, rather than needing to send emails. The app can also search across similar incidents that have occurred, with Wardle saying it has improved risk management across the business. ‘Identifying operational risks gives much more of a group view, instead of having to aggregate local risk in particular fields. You know how many risks have cropped up, how many incidents have occurred, how much training there has been: you can see that straight away without having to ask six different people.’
Wardle also completed her first panel review in 2018, selecting around 30 law firms from a panel of more than 100 created as a result of the merger. The firms were assessed on quality, finance, innovation, corporate social responsibility and diversity, and will be annually reviewed on those areas over the three-year panel term. ‘We have guiding principles that we send out to all our suppliers and law firms should not be exempt from that. Law firms certainly have struggled on diversity, and it’s part of the in-house team’s role to push them to do better rather than to sit back and say: “Well, it’s your problem”.’
Team size: 388 Major law firms used: Addleshaw Goddard, Allen & Overy, Axiom, Bryan Cave Leighton Paisner, CMS Cameron McKenna Nabarro Olswang, Freshfields Bruckhaus Deringer, Halebury, Matheson, Paralaw, Reed Smith
In April 2018, BT replaced one of the most influential and admired general counsel in the UK, Dan Fitz, with another leading light in the community, Sabine Chalmers. Chalmers joined from Anheuser-Busch Inbev, where she was legal chief and corporate affairs officer for 13 years. Little wonder then that Chalmers was seen as a safe pair of hands to take on one of the most senior legal roles in the UK.
That experience has been vital in what was a tumultuous year. In May, BT announced plans to cut about 13,000 jobs (likely including some in the legal team) over the next three years in a bid to cut £1.5bn in costs. Then, a month later, chief executive Gavin Patterson surprisingly resigned after five years in the top job. His replacement, Worldpay’s former co-head of payment processing Philip Jansen, takes over in 2019.
‘It’s been well documented we are on a journey,’ Chalmers says. ‘We have a new chief executive coming in. I’ve been through that many times and can bring my change management skills to help the team and organisation through that.’
Chalmers has replicated the wider business strategic shift by transforming her legal function, announcing a new leadership team of seven in June. There is a GC for each unit, as well as one for corporate, a company secretary and chief operating officer. Each has about five direct reports, which means Chalmer’s extended leadership group is about 40 people. The main change for her is fewer direct reports and more senior positions within the team. She describes her management style as ‘very informal’. The focus is on giving lawyers accountability at all levels and not micro-managing. She believes that will create an environment in which everyone continuously learns and is challenged.
‘If there’s an issue that we’re dealing with and the lawyer that is accountable happens to be two or three steps removed in terms of reporting, I nevertheless want to work with that lawyer directly or ensure that lawyer gets exposure to senior management. The better lawyers are the ones that have had more experiences because it helps them to exercise judgement and solve different types of problems.’
Other legal team initiatives include an emphasis on simplifying ways of working and processes, mirroring a wider BT push. Chalmers sees a big role for legal in doing that, however, particularly in areas like governance, simplifying what needs to be seen and signed off by a lawyer. As the company moves into a fresh strategic cycle alongside a new chief executive, Chalmers says BT will take a
look at its external adviser arrangements, where there are many long-standing relationships, particularly with Freshfields Bruckhaus Deringer.
‘We’re in an industry in which the judgement calls we make, particularly around technology and investment and commitment, are long-term ten or 20-year plays, whereas we know regulation or politics has a much shorter timeline. We have to help the business navigate those two conflicting forces.’
One partner at a US firm says: ‘All the men are scared of her; she’s impressive. She took over from a man on a deal that people had been trying to do for three months and people said “now that a woman is involved, we know this deal is definitely going to get done”.’
Team size: 90 in the UK Major law firms used: Herbert Smith Freehills
It will be the end of an era when James Conyers steps down as Sky’s GC this year, after a 26-year career at the broadcasting giant. UK and Ireland GC, Vicky Sandry, will take over his role. In the meantime,
she has been appointed deputy group GC.
Conyers first joined Sky in 1993, before rising through the ranks to eventually become group GC in 2015. Despite such a long tenure, arguably the apex of Conyers’ time as GC came in more recent years. In 2018, Comcast acquired 75% of Sky’s shares for £30bn, a landmark transatlantic buyout for the telecoms sector. It was a complex acquisition, with Comcast having to fight off a rival bid from The Walt Disney Company, all under the watchful eye of the Competition and Markets Authority.
Sky will be losing a veteran of the in-house scene when Conyers ultimately departs. On the secret to his success, he says: ‘I am collaborative and I try to work as an effective team member that presents the skills and range of perspectives required of a good GC.’
But the company will be in good hands when the highly regarded Sandry, who has been with Sky since 2005, takes the reins. In addition to effectively running the UK and Ireland legal team since 2016, Sandry has overseen a powerful diversity incentive: over 50% of Sky’s legal leadership roles are filled by women.
Team size: 23 Major law firms used: Bird & Bird, Freshfields Bruckhaus Deringer, Reed Smith, Slaughter and May
For Spencer Davis, GC of Daily Mail and General Trust (DMGT), last year saw the introduction of a global legal advice panel and the breaking of a 97-year-old duck as a result.
Davis decided the company could make considerable cost savings by overhauling its attitude to external advisers – DMGT had never operated a formal panel. He dedicated 2018 to correcting this, slimming down a flabby roster of 40-50 preferred firms to a list of just eight. The consolidation brought cost savings of around £750,000 – quite significant for a short time period.
But it also brought other advantages. Davis comments: ‘We’re now much more efficient and have more shared values with our external lawyers, who we consider to be an extension of the in-house team.’ Among those making the cut on the new panel was Slaughter and May, which advises on big-ticket M&A, and Bird & Bird, which provides its intellectual property expertise.
Key to the panel procurement process was a necessity for tech and innovation, something that the eight firms have duly obliged in providing. Davis says he takes full advantage of artificial intelligence document management tools and cites Squire Patton Boggs’ employment hub software, which offers quick legal solutions across all jurisdictions.
Despite what people may expect, DMGT’s business is only part editorial and comprises events, information and even real estate divisions. As a result, Davis insists that no two days are the same: ‘I could be advising on cross-border M&A, employment law or a new policy. There is no average day!’
In terms of job satisfaction, Davis concludes it is a case of bringing the best out of his team: ‘The greatest reward for me is helping the guys on my team achieve their career goals.’
Team size: 4 Major law firms used: Ashfords, Baker McKenzie, Bristows, DAC Beachcroft, Freshfields Bruckhaus Deringer, Greenberg Traurig, MinterEllison
Three years ago, The Guardian was running a significant operating loss, sapped by the ever-waning influence of print journalism. Even with a substantial £1bn endowment fund, the business was not sustainable. A radical three-year cost-saving plan was drawn up to get the business making profits again. GC Stephen Godsell and the rest of the in-house legal function were not excluded from the endeavour. ‘We are considerably smaller than we used to be,’ Godsell observes. ‘It has meant we’ve had to do things in a much more focused and efficient way.’
One of the innovative ways Godsell reacted to the limitations was with what he calls a ‘triage system’, which determines the importance of a legal matter. Based on a series of questions, a mandate deemed not as important would be redirected to external counsel, leaving the more skilled work to be dealt with in-house.
He comments: ‘It works quite well because it doesn’t need supervision by one of our full-time lawyers.’ Some of the high-level work undertaken by his legal team includes advising on the creation of The Ozone Project, an online advertising business formed collaboratively with The Sun publisher News UK and The Daily Telegraph. It was formulated in response to demand from advertisers for a one-stop shop to buy digital adverts across the UK’s leading news sites. It also aims to redress the balance in the continued siphoning of advertising revenues to the likes of Google and Facebook.
A major aspect of the cost-saving plan, The Guardian agreed an outsourcing deal, led by deputy GC Lucy Mee, with Trinity Mirror to redesign its newspaper format, going from a unique but expensive Berliner format to a tabloid layout. Godsell insists it was a key deal for the business: ‘It may not sound like a dramatic commercial deal, but from a trust perspective, to outsource our printing, which we’ve kept in-house for so long, was a really big step and required extensive negotiations.’
Godsell has drawn praise from his peers in the industry. Angus McBride, GC of News UK, comments: ‘He is very bright. Obviously [The Guardian] is not the first place someone from News UK would point out! But he’s very commercial, more so than me.’
Team size: 19 Major law firms used: Bristows, Bryan Cave Leighton Paisner, DLA Piper, Morgan, Lewis & Bockius, Pinsent Masons
Dan Guildford, GC of The Financial Times (FT), featured in last year’s GC Powerlist after the high-profile Presidents Club scandal. An undercover FT reporter exposed the seedy side of the black-tie, men-only fundraising event, bringing a slew of legal considerations with it. The legal ramifications of non-disclosure agreements were brought to the public’s attention.
A year on, Guildford and his team are just as busy. Concluding what was previously a rite of passage for FT lawyers, an archaic trade mark dispute in India, was a major win for the legal chief. Guildford says: ‘After more than 20 years, we reached an agreement to end our trade mark dispute in India, meaning that both parties can now move forward.’
Since being acquired in 2015 by Japan’s largest media company, Nikkei, the FT has been in expansive form. M&A deals for Longitude Research, a provider of thought-leadership research and scoutAsia, a subscription-based data and news service for Asian companies, topped the list. But, like many others, last year was more characterised by regulation than buyouts, with GDPR looming heavily over the FT business. Guildford insists it is key for it not to become an issue siloed solely towards lawyers: ‘GDPR has been huge. The way we approached that was to make sure the whole team was involved, not just one or two people. It provided some outstanding opportunities to get the whole team involved in the business.’
But arguably Guildford’s most notable achievements at the FT are his social mobility efforts. Alongside senior legal counsel and 2018’s Legal Business Rising Star of the Year Kendra James, Guildford has implemented a summer placement programme for university-level students from diverse backgrounds.
As of summer 2019, the FT will be teaming up with partner law firm Pinsent Masons, with students spending half a day at the FT’s offices. The whole FT legal team will give workshops on being an in-house lawyer at a news-reporting organisation. For Guildford, it is a ‘win-win-win’: ‘The students get the experience of seeing life in private practice and in-house, our team enjoy the opportunity to share their experience and we get to develop our relationship with Pinsent Masons.’
Team size: 130 (22 core team) Major law firms used: Allen & Overy, Bristows, Milbank, Tweed, Hadley & McCloy, Simkins, Slaughter and May
The world’s largest marketing and public relations company went through a period of considerable change in 2018. British multinational WPP, which pulled in more than £15bn in revenue last year, saw its high-profile founder and chief executive, Sir Martin Sorrell, retire after 33 years amid controversy.
Company veteran Mark Read was appointed chief executive in September 2018 and in the last quarter of 2018 launched a new strategy. Group chief counsel Andrea Harris, herself a longstanding employee of more than 20 years, says her direct legal team of 22, which sits alongside the group’s 130 lawyers, has been supporting WPP through this structural change.
‘We need to return the business to long-term, sustainable growth,’ she comments. ‘It’s looking at creating integrated networks, merging a number of our brands on a global basis, reducing our debt levels and disposing of our non-core investments. The team’s been at the heart of that.’
In October, for instance, the company announced it would dispose of a majority interest in global research data and insight business Kantar, which is expected to raise billions. WPP also unveiled its three-year plan in December, with the restructure expected to cost £300m over that period, while delivering headline operating profit margins of at least 15%. The company also established its first executive committee to implement the new plan and improve WPP’s culture.
Harris has also taken on a second role as head of the group’s sustainability function in the past couple of years, with the aim of integrating sustainability as part of mainstream governance and culture across the business. ‘You don’t see that dual role very often. It was a conscious decision because we wanted to make sure sustainability was at the heart of governance.’
Team size: 45 Major law firms used: Allen & Overy, Ashurst, Bird & Bird, Burges Salmon, Dentons, Harbottle & Lewis, Herbert Smith Freehills, Macfarlanes, RPC, Womble Bond Dickinson
Virgin Media GC Mine Hifzi has a simple agenda for her 45-strong legal team across the UK and Ireland: provide deep expertise and commercial thinking, while avoiding the ‘boring bunch’ legal stereotype.
And since she took the role in 2013 after the company overhauled its executive following a £15bn acquisition by Liberty Global, Hifzi believes the type of person an in-house lawyer is has become critical. ‘What I increasingly experience is that our commercial colleagues want someone who is easy to do business with, someone who is flexible in their thinking and someone who can be pragmatic about risk.’
Hifzi was previously senior vice president of commercial and legal affairs for Scripps Networks Interactive, and spent 14 years heading up the international legal and government affairs team at Discovery Communications. She is credited with overhauling Virgin Media’s legal team, which has grown from 30 people since the Liberty acquisition.
The company has 5.9 million cable customers and 3.1 million mobile service subscribers, with revenue of nearly £5bn in 2017. Hifzi says the vast majority of legal work – including commercial agreements – is done in-house, with retainers used for repetitive work (there is an employment retainer with RPC, for example) to ensure the team can be nimble to changing business needs.
One of Hifzi’s first objectives when she joined was to embed the lawyers more fully into the business. This is achieved by basing the team across London and Hook, in Hampshire (which will soon move to Reading) to match where different business divisions are located. Being part of Liberty also creates opportunities, with lawyers moving to and from the central functions to gain experience. ‘We need to grow our lawyers and therefore need to create the bandwidth for them to focus on matters critical to the growth of the company. We encourage our lawyers to work with the business to design procedures to ensure we spend the most time on the opportunities that drive the most value. For example, we work on litigation matters together with our claims team where we leverage the necessary expertise.’
Hifzi has also instigated what she calls the Legal Power Hour – fortnightly training sessions with external providers on both technical legal skills and softer skills like communication and wellbeing. This doubles as a time for the in-house team to share experiences from particular deals or work.
‘My style is very much dictated by my core values: fairness, authenticity, inclusivity and family. I am a great believer in listening to the opinions of others and letting others be leaders in their own right by taking the decisions themselves. We have some of the best subject-matter experts in our industry and I thrive on being surrounded by smart people; we spark off each other.’
Team size: 2 Major law firms used: Taylor Wessing
In early 2016, transport app Citymapper rose $40m of Series B financing from Index Ventures and Benchmark Capital, the latter a US venture capital firm which was one of the early backers of Uber. That money, alongside a $10m funding round in 2014, reportedly valued the company at more than £250m. Shortly after, Alice Hou joined as the tech start-up’s first GC. Hou, who trained at New York firm Hughes Hubbard & Reed, joined from publicly listed US marketing giant Sapient, where she was head of legal.
Citymapper was founded in 2011 by chief executive Azmat Yusuf, a former Google employee, and has grown from its London launch to provide urban navigation information in 39 cities, including Sydney, Hong Kong, San Francisco, Moscow and Paris. The company’s algorithm uses vast amounts of data to provide users with a multitude of transport options, including bus, train, metro and taxi, as well as presenting journey times and prices.
Hou, who has one other lawyer in her team, has helped launch a pop-up bus; a TfL-approved night bus route in Shoreditch; a shared taxi service in partnership with black-cab app Gett; and its own shared-ride service called Ride.
‘When you’re in-house, whether you’re a GC or just starting out, it’s like being a GP. You’re the first port of call – you have to find what’s potentially serious and then reassure everyone on the stuff that’s not serious,’ Hou comments. ‘And just like a good GP, a good in-house lawyer is able to distinguish one from the other and come up with solutions.’
She says the start-up has a constrained budget, meaning she often tries to build expertise in-house rather than relying on external firms. She cites GDPR as a recent piece of legislation she had to learn and implement in-house. She also wants to instil some of the lessons she learned in her decade at Sapient, which had 14,000 employees, into Citymapper as the company scales up. The notion of GCs providing strategic help is never truer than when a company is evolving, she says. ‘Our commercial model has evolved over time and we have a lot of discussion internally about how we should “improve this” or “solve this” or “make this bigger”. About 40% are those kinds of conversations; they’re not: “Do we need a new permit if we do this?”’
Taylor Wessing partner Adrian Rainey comments: ‘Like many of the leading tech GCs, she has to step into a whole variety of different issues, many of which can be challenging. She consistently demonstrates pragmatism when dealing with those issues.’
Team size: 12 Major law firms used: Bird & Bird, CMS Cameron McKenna Nabarro Olswang, Pinsent Masons
The remit of Skyscanner chief legal officer Carolyn Jameson inevitably expanded following the travel metasearch engine’s £1.4bn acquisition by Chinese online travel giant ctrip.com in 2016. But having stepped down from her role after six years at the start of 2019, it will be time for her to hand over the reins as the Scotland-based company embarks on a strategic shift, likely taking payments directly rather than simply referring customers on. Jameson will remain at Skyscanner as an adviser until the end of April.
‘It’s all about how we start offering customer service,’ she says. ‘That has become a massive project and taken up quite a lot of time for us.’ The catalyst has been that acquisition by ctrip, already the second-largest online travel agency in the world, and the subsequent companies it has bought – such as Trip.com in late 2017 – as the Chinese company seeks a bigger international footprint.
Jameson and her team of 12, up from eight about a year ago, work directly with the parent company on any of its M&A work outside of China. Jameson describes the Trip.com acquisition as complex, and involving splitting assets between Skyscanner and ctrip. The strategic shift will see the two companies more directly collaborate, with Skyscanner establishing an Edinburgh call centre for ctrip, which will in turn provide customer service support for Skyscanner.
‘We operate independently and need to maintain that independence: it’s almost like you’re negotiating with your parent company.’ Almost all matters are dealt with internally, due to the specialist knowledge of the business Jameson believes is required. Building the appropriate internal relationships has become more difficult, however, as the company has grown to more than 1,300 employees.
Customer service and taking payments from customers directly, and the regulatory hurdles around that, will dominate Skyscanner’s legal workload for the foreseeable future, however. A European Commission package-travel directive in 2017 stipulated that such a model would require the ability to put people’s money in a separate place, provide refunds and flight cancellation protocol. ‘Skyscanner has not had to deal with any of that complexity; it’s just been a referral model. If you then add customer service to that as well, it’s becomes quite a different beast.’
Team size: 55 Major law firms used: CMS Cameron McKenna Nabarro Olswang, Fieldfisher
Perhaps unsurprisingly, the BBC was heavily in the public eye throughout 2018. But unusually for GC Sarah Jones, it was a host of legal issues that were causing a stir.
The most high-profile example was the Cliff Richard case – a landmark court battle that had significant implications for privacy laws. The veteran singer won £210,000 in damages after alleging that the BBC invaded his privacy in reporting that he was investigated for historical child sex abuse allegations, despite no charges being made. The BBC argued the decision represented a negative shift in reporting freedoms and, as a result, the willingness for new potential victims to come forward. ‘It’s certainly an interesting time in the development of privacy law’, Jones reflects. ‘Clearly the court felt we were on the wrong side of the line.’
Other legal matters that attracted column inches included scrutiny over the BBC’s gender pay gap, with Mishcon de Reya representing Scottish journalist Carrie Gracie in an equal pay claim. The case against the broadcaster was settled in June. Aside from the negative PR, Jones presided over some big wins in 2018, including playing a key role as the BBC secured a blanket licence with PRS for Music for BBC Music. The agreement allows the BBC to continue using music across all its channels, while making sure that the performing artists receive the appropriate royalties. Jones was also integral as Arif Ansari, head of news at BBC Asian Network, was cleared of naming a sexual abuse victim live on air in January 2019.
In terms of career advice, Jones says it is vital to broaden the traditional lawyer skillset: ‘A lot of people get promoted into these roles because they are very good lawyers, but you can only do it well if you are a very good manager. Management skills aren’t necessarily something you are born with, but you can certainly learn.’
Tom Cassels, dispute resolution partner at Linklaters, comments: ‘Sarah is fantastic. She does a really demanding job; there are few people who have to get into the detail of providing difficult legal advice directly to the business as opposed to [just] leading a team and communicating legal advice.’
Team size: 35 Major law firms used: Baker McKenzie, Lewis Silkin, Osborne Clarke, RPC
‘Kenny is well known in the legal world and a true specialist in the digital market,’ comments Oliver Bray, partner and head of commercial at RPC. As associate GC for Facebook’s media products line, her job is unique for a number of reasons, not least the extremely fast-paced nature of the work, which requires her to move quickly with Facebook’s services as they evolve onto the market.
‘I need to be mindful of how products are received by the world and the reputational risks they pose to the company. We continue to fight fake news and misinformation on Facebook, and we recently announced a $300m investment in news programmes over the next three years to support local news providers to grow their online business models,’ she says. As she points out, 2018 was a tough year for Facebook following a sweep of privacy breach scandals and increased scrutiny on the organisation’s regulatory compliance.
The cross-global reach of Facebook’s services, Kenny adds, throws up continual regulatory challenges for a company that services some two billion users. ‘I do a lot of user-experience stuff to ensure Facebook’s media products are compliant with local market regulations and that users are protected,’ she says.
But Facebook has pioneered a lot of new concepts in the digital space since its birth in 2004, often leaving Kenny to navigate previously unexplored regulatory landscapes from scratch.
She was one of the first few lawyers Facebook hired in London when she joined the company three years ago. Before that, she was a solicitor in RPC’s commercial, intellectual property and technology team, and was previously legal counsel for The Financial Times and Google. Her team of around 20 are based in London but report into the US.
She spends a lot of her working day on video calls with her US colleagues, a method of communication she says is the norm at Facebook. And she thinks Silicon Valley giants like Facebook and Google have the potential to spark cultural changes in legal departments outside the tech world. ‘The move away from bums on seats in a legal office has been hugely apparent in recent years, but the profession as a whole still has so far to go. Lawyers in firms are the only people I still talk to at work on a telephone rather than via a video call,’ she comments.
The best advice Kenny has received is that tech-sector clients do not appreciate long pieces of legal advice. ‘I am always surprised by how many lawyers there still are in the City who can’t simplify their advice. Clients these days use law firms as partners or as an extension to the in-house team, but we need outside counsel to really understand how we work and the language we speak – the days of heavily caveated legal advice are long gone.’
Team size: 500 Major law firms used: Hogan Lovells, Linklaters, Norton Rose Fulbright, Osborne Clarke, Slaughter and May, Squire Patton Boggs, Wiggin
A long-standing ambassador for the in-house legal profession, Rosemary Martin, GC of Vodafone, is as well-versed on innovation and new ideas as anyone. As an example, Martin sits on the Disclosure Working Group, a body made up of GCs, the judiciary and private practice lawyers committed to tackling the burdensome disclosure exercise currently present in high-value litigation.
While a significant proportion of any overhaul of the disclosure process will rest on changing behaviours, Martin is typically enthusiastic about the role technology can play: ‘The idea you can predict the outcome of a dispute is fabulous. I’m looking forward to that technology being more widely available. It should change people’s behaviour and make it less likely that cases end up in court. We have to do something to help make the process of disclosure in litigation less time consuming than it is.’
A major preoccupation during 2018 was figuring out how to make Vodafone an even more attractive place for junior lawyers to work. An overhaul of the company’s flexible working policy to make Vodafone ‘more like a tech company’ has been part of it, but Martin has also considered how the in-house environment compares with private practice in terms of appeal. ‘I don’t think one model is necessarily better than the other. It’s more about the culture of the place you are working at. I recently met two lawyers who just joined us in South Africa and they said they were struggling to understand how they added value to the business. In a law firm, all you have to do is put in a client name and the amount of hours. The metric is very simple. In-house, you don’t have that metric.’
She uses a simple mantra to explain her successful career and it revolves around being a facilitator rather than a blocker: ‘Just say yes. Just say yes, then work out how to do it later.’
Team size: 24 Major law firms used: Allen & Overy, Hogan Lovells, Kingsley Napley, Lewis Silkin, Taylor Wessing, Wiggin
As GC of The Sun publisher News UK, Angus McBride has spent the last year contending with an ever-harsher environment for print journalism. The year saw a landmark decision in the case between the BBC and Sir Cliff Richard, with Mr Justice Mann’s ruling marking what many journalists would consider a significant defeat for press freedom.
McBride, who became News UK’s GC in 2016, comments: ‘The Cliff Richard case has had wide implications. The public interest in publishing has been lowered immensely by that decision.’
Aside from the squeeze of increasing legal restrictions, the revenues of print journalism have been in steady decline for a number of years. Notably, in 2016, Daily Mail and General Trust issued a warning to investors after recording a 29% drop in profits. The decline was attributed to a fall in print advertising. Despite The Sun being the UK’s second-most-read newspaper, with over 1.4 million readers, McBride is under no illusions: ‘It’s harder and harder to be a newspaper. The main trend is the decline in revenues from print, both within sales and advertising, and the move to use the monetisation on the digital side of advertising.’
McBride’s role as GC means he has to delegate a large amount of the day-to-day legal issues, such as complying with the journalism regulator IPSO, to his team. McBride, who involves himself in the larger set-piece litigation against The Sun, The Times and The Sunday Times as and when they arise, says: ‘It means a lot of people have a lot of responsibility.’
Niri Shan, intellectual property and media partner at Taylor Wessing, appreciates McBride’s heightened sense of responsibility: ‘McBride is very good. He really has the ear to senior management and people respect him.’
Overall, McBride relishes his role: ‘If you get the opportunity, it’s an amazing job. It’s constantly challenging and constantly interesting. I do not regret leaving private practice.’
Team size: 90 in the UK Major law firms used: Herbert Smith Freehills
It will be the end of an era when James Conyers steps down as Sky’s GC this year, after a 26-year career at the broadcasting giant. UK and Ireland GC, Vicky Sandry, will take over his role. In the meantime,
she has been appointed deputy group GC.
Conyers first joined Sky in 1993, before rising through the ranks to eventually become group GC in 2015. Despite such a long tenure, arguably the apex of Conyers’ time as GC came in more recent years. In 2018, Comcast acquired 75% of Sky’s shares for £30bn, a landmark transatlantic buyout for the telecoms sector. It was a complex acquisition, with Comcast having to fight off a rival bid from The Walt Disney Company, all under the watchful eye of the Competition and Markets Authority.
Sky will be losing a veteran of the in-house scene when Conyers ultimately departs. On the secret to his success, he says: ‘I am collaborative and I try to work as an effective team member that presents the skills and range of perspectives required of a good GC.’
But the company will be in good hands when the highly regarded Sandry, who has been with Sky since 2005, takes the reins. In addition to effectively running the UK and Ireland legal team since 2016, Sandry has overseen a powerful diversity incentive: over 50% of Sky’s legal leadership roles are filled by women.
Team size: 31 Major law firms used: DWF, Herbert Smith Freehills, Shoosmiths, Simmons & Simmons
For GC Edward Smith and the Telefónica legal function, the past year can be split into three broad trends encompassing risk, regulation and compliance. As a result, Smith has had to make major adaptations to the internal legal function.
He notes the exponential rise of legislation ‘with the intention to force Telefónica to publish figures on a number of topics,’ including the gender pay gap and modern slavery reporting. ‘It’s a massive increase of detail required for non-financial reporting, and the result of all this is the legal team has to work very closely with our press team and the audit team to make sure the figures are correct.’ He describes this new rise in work as ‘the court of public opinion’.
More specific to Telefónica but also the wider telecoms sector has been increased regulator activity. Ofcom is the relevant watchdog and he says it has taken a greater interest in ‘consumer issues’ – how the mobile giants actually service their customers. ‘Our regulator has taken a keen interest in ensuring consumers have flexibility and that they are properly informed about the provisions of their contracts.’ Smith says this has required a great deal of effort and input from the legal team.
The third trend, compliance, has seen a significant shift in Smith’s team. He says: ‘Of all the areas I am responsible for, compliance is the one that has grown the most. It’s gone from being an important but backroom activity to being front and centre of how we do business.’
On his own leadership style, he concludes: ‘I hope people would think of me as approachable, informal and someone who doesn’t bullshit. I like to think of myself as supportive and, once he has chosen the right person for the job, someone who interferes as little as possible.’
Team size: 170 Major law firms used: Charles Russell Speechlys, DLA Piper, DWF, Fieldfisher, Freshfields Bruckhaus Deringer, Herbert Smith Freehills, Kemp Little, Pinsent Masons
The GC and chief legal officer of Pearson, Bjarne Tellmann, has managed to cut more than 40% off the in-house legal department’s fixed costs in the last few years. He is confident he can get a further 20% reduction in the next two years.
‘It took a lot of imagination. If you don’t have the pressure to cut, then you’re obviously not going to do it,’ he comments. ‘But the amount of work is increasing and the resources are flat or reducing, so that forces you to rethink things.’
The 170-strong in-house legal and compliance team, including 150 in legal, is down from about 220 when Tellmann first joined Pearson from The Coca-Cola Company in 2014. The team is spread across six continents and all report on straight lines to Tellmann. He added an associate GC for technology and strategy, Robert Mignanelli, to oversee a legal operations team. But the emergence of an internal transaction service centre, developed with external provider Morae Legal, is credited with providing the biggest change. ‘We’re moving up the food chain in terms of the complexity of agreements we are handling and managing in that centre, and leveraging technology to optimise the process.’
Pearson has also reduced the number of firms on its roster and is looking to create an alternative service provider panel. His vision is a four-tier structure: legal operations co-ordinating in-house lawyers, external law firms and alternative service providers. But this requires restructuring his in-house team to create smaller groups of highly skilled lawyers who work on broader business issues and rely on New Law resourcing when required. His lawyers undertake MBA-style training at various external providers, but Tellmann believes a business school needs to develop a specific legal MBA.
‘None of this is to say that we will significantly reduce our headcount further,’ he comments. ‘We’re at a good place; the next step is about breaking borders, and taking on new and different tasks, not being constricted by buckets and hierarchies. We’ll be much more nimble.’
Team size: 50 Major law firms used: Covington & Burling, De Brauw Blackstone Westbroek, Herbert Smith Freehills, Hogan Lovells, Freshfields Bruckhaus Deringer, NautaDutilh
‘Matt Wilson at Uber is someone who has to deal with very thorny and constant legal issues,’ comments a fellow technology company’s GC. ‘You would go a long way to find someone who has a more difficult job.’
Wilson’s job, having risen from the ridesharing company’s first UK lawyer back in 2015 to associate GC for EMEA today, has involved a raft of high-profile legal and regulatory setbacks. He nearly resigned twice in his first six months.
But the well-regarded GC is credited with both helping Uber navigate those thorny legal issues, and with building a strong and cohesive team that has more than tripled its headcount in three years. There are 50 people working across 43 countries in the region, with lawyers from 18 nationalities, qualified in 15 jurisdictions, while half the team is female, including leadership.
Key Uber projects have included launching UberPool; obtaining regulatory change in countries across EMEA; launching Uber Eats; and working to achieve renewal of its private-hire operator licence in London after TfL initially refused to renew it in September 2017. More litigation looms after Uber’s case in a separate battle over the employment classification of its drivers was rejected by the Court of Appeal in December 2018.
But the team has managed to bring more work in-house, cutting the proportion of external legal spend from about 75% of budget to 58%. Wilson stresses the importance of recruiting the right people, whether that be with supplementary skills like coding, or someone with experience in a particular jurisdiction.
‘Our team has an important role in making sure we have the right internal culture. It matters a lot to me that we don’t just get English-qualified lawyers with the same background and experience, and plonk them into different parts of the region. We have a real melting pot and that’s not important for appearances, but it’s important for the debate we have as a team and, after that, for making the right decisions.’
Wilson stresses the importance of trust, and being honest with his team and the wider business. He is wary of ‘groupthink’ and wants his team to feel like they can bring their own opinion to the table without simply deferring to what senior people think. ‘We’ve reorganised the team and focus on getting people T-shaped experience. They might come to us as a specialist in employment law, but we make sure they’re getting a much broader experience, both from a legal and business point of view.’
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