Corporate governance in London
As adviser to some 26 FTSE 100 companies including Aviva, Hiscox and Associated British Foods, Allen & Overy LLP has notable expertise across compliance, regulatory and risk management mandates and regularly assists listed companies with shareholder issues, including activist investors and contentious company board disputes. The group also handles environmental, social and governance reviews, and fields a dedicated team, which specialises in annual general meetings and annual reporting issues. Recent work includes advising Electra Private Equity on several activist shareholder, strategic review and governance issues, and handling the governance elements of DWF's listing on the London Stock Exchange. Richard Browne and Richard Cranfield jointly lead the corporate group and Paul McCarthy is the key contact for corporate incentives. Other noteworthy practitioners include corporate finance partner David Broadley, Matthew Townsend, who is co-head of the international trade and regulatory law group; and senior corporate assistants Victoria Rankmore and Kate Astley. In late 2018, the firm also launched A&O Consulting, a venture which will focus on providing regulatory business advice including corporate governance work.
Richard Browne; Richard Cranfield; Paul McCarthy
‘Team members are experts in their field.‘
‘Manages to make the service feel personal at the same time as being clear and independent in its advice. Its accessibility is exceptional.‘
‘The team is very good technically, but also able to be pragmatic, which you don’t always get with a Magic Circle firm.‘
‘The A&O team brings a tremendous combination of subject matter expertise and industry knowledge. Moreover, the highly pressurised transactions it handles require deft ‘soft’ skills that it also, thankfully, has. What ultimately makes its contributions so great is that it truly works collegiately to ensure the best advice is agreed by all advisers and then presented to the client. There are no arguments over scopes of work – just a desire to be fair and do what is best for the client. Common-sense lawyers!‘
‘Kate Astley is the jewel in the crown of A&O’s UK corporate governance practice. She is exceptionally knowledgeable and her advice is also highly practical and pragmatic.‘
‘Kate Astley and Victoria Rankmore provide a seamless service. They have great passion and knowledge of their subject matter, and are always willing to speak no matter how small the query.‘
‘Their care and commitment are exceptional, as is their availability, making transactions feel like a team effort. Their sense of humour in darker moments is much appreciated and the whole experience is human, while at the same time paired with world-class legal advice.‘
Great Portland Estates
Associated British Foods
Quilter (formerly Old Mutual Wealth)
McCarthy & Stone
Electra Private Equity
- Advising a range of clients including Aviva, Sage, Quilter, Direct Line, Ibstock, Imperial Brands, TUI and Great Portland Estates on their annual general meetings, annual reports and governance arrangements.
- Assisting DWF with its IPO and listing on the London Stock Exchange and its related reorganisation including an innovative group structure and governance arrangements.
- Acting for Man Group on its corporate reorganisation; the new corporate structure will be implemented through a scheme of arrangement.
- Advising multiple listed companies on compliance and risk management issues including environmental law, anti-bribery and corruption issues, and data protection and privacy work.
- Assisting Electra Private Equity with an activist shareholder, strategic review and governance issues.
Herbert Smith Freehills LLP's dedicated corporate governance advisory team focuses on board and head office issues including regulatory, reporting and governance standards matters for both listed and private companies; it counts roughly 116 London Stock Exchange-listed companies as clients. The group also leverages the strength of other departments including the corporate and employment practices, a specialist team which focuses on company investigations and crisis management, and the financial services group, which has been handling Senior Managers and Certification Regime and Senior Insurance Managers Regime issues. Ben Ward and Paul Ellerman jointly lead the department; Ellerman is also global head of the firm's remuneration and incentives team. Corporate partners Mike Flockhart, Robert Moore, James Palmer, Caroline Rae and Stephen Wilkinson; incentives specialist Mark Ife, financial institutions transactions practice head Alex Kay and regulatory expert Karen Anderson all contribute to the practice. Of counsel Gareth Sykes is also a corporate governance specialist. Carol Shutkever retired in 2018.
Ben Ward; Paul Ellerman
Other key lawyers:
‘An exceptional grasp of the corporate governance landscape, ensuring clients are made aware of any upcoming changes so they have the opportunity to plan ahead.‘
‘Herbert Smith Freehills has a depth and detailed knowledge of this area, quickly capturing developments and giving insights to clients in a clear and concise manner. It provides practical and timely advice and has knowledge on a par with other leading law firms in this area, but the speed and style of keeping clients informed makes it stand out.‘
‘The HSF team is one of the strongest corporate governance teams in London. Practical and accurate advice is delivered in a timely and user friendly way. This area is a vital one for listed plcs and having the HSF team on call is very reassuring.‘
‘HSF’s offering is unique as it is genuinely a corporate governance team as opposed to a corporate team that picks up corporate governance queries.‘
‘The team demonstrates exceptional knowledge of all the elements that are relevant to corporate governance, both current law and regulation and future developments in the area. Further, it is able to deliver this information in an engaging manner that aids retention.‘
‘Gareth Sykes provides excellent service and is coming into his own following the retirement of Carol Shutkever. James Palmer continues to add value and insight.
‘Gareth Sykes is incredibly supportive and provides good commercial advice and recommendations in what can be a ‘dry’ subject. He is definitely becoming one of the leading lawyers in the field.‘
‘James Palmer is highly respected as a leading authority in this area, and Alex Kay is pragmatic, user-friendly and an excellent sounding board.‘
‘Gareth Sykes is a star – he is knowledgeable, pragmatic and swift in response, and Paul Ellerman is very strong on remuneration matters.‘
Associated British Foods
British American Tobacco
Lloyds Banking Group
The Unite Group
The Weir Group
ANZ Banking Group Ltd
Canada Life International
Gulf Keystone Petroleum
Kin + Carta (formerly St Ives plc)
River & Mercantile
- Advising British American Tobacco on various corporate governance matters including director changes, corporate governance reform issues, corporate reporting, remuneration work and business integrations.
- Assisting BP with a range of matters encompassing annual report and accounts work, payment reporting requirements, AGM issues and compliance mandates.
- Instructed by Ted Baker to conduct an external investigation to examine claims of inappropriate behaviour against its founder and chief executive.
- Advising SIG on various governance issues including annual report and accounts work and listing regime matters.
- Assisting Sky with a range of governance issues and its reporting and disclosure obligations.
Linklaters LLP's risk and resilience team provides global risk management, regulatory and governance advice to clients. The group primarily focuses on governance and compliance models, board advice, risk assessments, investigations, reporting and disclosure, and crisis management. Key practitioners include co-head Vanessa Havard-Williams, who also leads the firm's sustainability practice and has expertise in human rights issues; co-head and corporate partner Tom Shropshire, who splits his time between London and the US; and Michael Bennett, who is global head of the dispute resolution group. Tom Cassels is also a key name for contentious work, Rachel Barrett is an expert in compliance and risk management issues, Richard Cumbley focuses on data and privacy matters, and Satindra Dogra handles fraud investigations and bribery work. Managing associate Lucy Blake is also noted for her financial crime and fraud knowledge.
Vanessa Havard-Williams; Michael Bennett; Tom Shropshire
‘Linklaters provides pragmatic advice thanks to a team you can always trust to think about the nuance of their advice.‘
‘The team fields really great people who are a pleasure to work with.‘
Uber London Limited
- Advising multiple FTSE 100 and FTSE 250 clients on new UK corporate governance requirements including stakeholder engagement issues and remuneration work.
- Assisting various UK private companies and subsidiaries with new Wates principles issues.
- Handling the transition from the Senior Insurance Managers Regime to the Senior Managers Certification Regime for three leading insurers.
- Working with UK Finance on a report on ethical values in the banking and finance sector and how governance, strategy and decision making can be informed by ethical principles.
- Assisting with an updated version of its guide for general counsel on corporate sustainability, which includes advice on fiduciary duties, sustainability in supply chains, and the role of sustainability in crisis management.
Addleshaw Goddard's multi-disciplinary team handles the full spectrum of governance, regulatory compliance and risk management mandates, with notable expertise in statutory and regulatory obligations; board, directors and general counsel support; annual reporting issues and annual general meeting matters. Will Chalk heads up the corporate governance team, which also draws from the corporate, employment, employee incentives, corporate crime and regulatory departments;. Key individuals include global investigations practice head Nichola Peters, Ben Koehne, who leads the building societies group; financial regulation head Amanda Hulme, employee incentives expert Jonathan Fletcher-Rogers and Edinburgh-based data head Helena Brown. David Pygott joined from CMS to expand the firm's contentious regulatory expertise.
Other key lawyers:
‘This is the only team I know that focus solely on corporate governance – they are the closest I can find to a Company Secretary advisory service. Although a small team, their response times are impressive and they cover wide range of governance issues yet have a great depth of knowledge.’
‘Will Chalk’s wide ranging knowledge and experience mean he is the go-to person as a first port of call.’
‘Richard Preston has an impressive grasp on detail.’
Celtic Football Club
Argos Financial Services
City Pub Group plc
Reclaim Fund Ltd
Southern Water Services Limited
Skanska Construction UK Limited and Morrison Utility Services Limited
National Grid Property
- Advising an investment management client on its share plans including a replacement save as you earn scheme, the operation of the share incentive plan and the position of leavers under the executive plans.
- Assisting Portakabin with its data protection compliance internationally.
- Advising Southern Water Services Limited on a South Hampshire public inquiry relating to regulatory issues in the water industry including changes to water abstraction licences.
- Assisting a retail client with supply chain transparency compliance issues.
Beatriz Pessoa de Araujo leads the corporate governance practice at Baker McKenzie, which also fields corporate finance practice head Helen Bradley, chair of the EMEA compliance and investigations group Joanna Ludlam, corporate finance partner Robert Adam and Jeremy Edwards, who heads up the employee benefits group. The cross-departmental group acts for a range of FTSE 100 and FTSE 250 clients; examples include Barclays, BP and Unilever. The group's expertise encompasses corporate advisory work, compliance and risk governance issues, crisis management, investigations, executive remuneration matters and tax governance mandates. The firm also has a dedicated public company advisory service line, led by Bradley.
Beatriz Pessoa de Araujo
‘The Baker McKenzie governance practice distinguishes itself as being well networked and up to date on how its clients are responding in practice to new regulatory developments.‘
‘Helen Bradley is a go-to lawyer on corporate governance queries due to her responsiveness and pragmatic advice. In addition, she has the rare ability to empathise with her clients, which makes taking bad news from her much more palatable.‘
‘Helen Bradley and her team’s governance and regulatory advice is extremely sharp, responsive and wise. In addition, liaising with Helen is easy and pleasant as she always acts in a pragmatic, resolute and user-friendly manner. She comes up with out-of-the-box solutions to achieve the client’s strategic goals. All in all, she is a precious and outstanding trusted adviser.‘
‘Baker McKenzie is impressive on many levels: the attention to detail, the pragmatic, commercially astute advice; and the ability to see the wider picture and frame its advice accordingly. In other words, it can see both the individual trees and the wood. Also, its advice is not framed as a theoretical thesis but is to the point and incisive.‘
Bank of Georgia Group PLC
The Body Shop
Cadogan Petroleum PLC
IP Group plc
De La Rue PLC
Georgia Capital PLC
Global Ports Holding plc
Photo-Me International plc
IP Group plc
Management Consulting Group PLC
RAK Petroleum PLC
Rio Tinto PLC
Sound Energy PLC
Spirax-Sarco Engineering PLC
TBC Bank PLC
Weir Group PLC
- Acting for BGEO Group on the governance aspects of the demerger of its investment business via a scheme of arrangement, including board composition issues, the creation of a proportional voting mechanism over listed shares, and remuneration matters.
- Advising a manufacturer of musical instruments on a live CMA dawn raid and the resulting investigation into UK pricing practices.
- Acting for Willis Towers Watson in the CMA’s market investigation into investment consultancy and fiduciary management services.
- Advising Olayan Group on the governance aspects of its proposed takeover bid for intu Properties including share purchase issues and disclosure work.
Hogan Lovells International LLP counts companies, directors, officers and shareholders as clients, which it advises on a broad range of governance issues including crisis counselling, special investigations, enforcement proceedings, compliance assessments and board duties and obligations. Jonathan Baird, capital markets specialist Maegen Morrison and consultant Richard Ufland jointly lead the practice, which also includes Crispin Rapinet, who leads the firm's global investigations, white collar and fraud practice, and counsel Liam Naidoo, who focuses on investigations into allegations of corrupt employee activity. The team counts FTSE 100 and FTSE 250 companies as clients. ITV is a noteworthy example. In a recent highlight, the department also advised Uber on its new governance model, which led to it successfully appealing TfL's decision in 2017 to revoke its private-hire operator licence and being granted a 15 month probationary licence.
Jonathan Baird; Maegan Morrison; Richard Ufland
British Paralympic Association
Caisse des Depots et Placement du Quebec (CDPQ)
Department for Digital, Culture Media & Sport – Government Inclusive Economy Unit (DCMS)
International Public Partnerships
Mail.Ru Group Limited
Millennium & Copthorne plc
MP Evans Group PLC
The Crown Estate
- Advising Uber on its governance model in the UK to demonstrate it is ‘fit and proper’ to hold a London private-hire operator licence following the decision by TfL to revoke its licence in 2017. This included reviewing its corporate governance arrangements, considering issues relating to Uber’s app and implementing new policies.
- Assisting the Department for Digital, Culture, Media and Sport with its dormant assets project.
- Acting for Paysafe Group on all its governance work including market abuse compliance, annual report reviews and employee share plan issues.
- Advising Millennium & Copthorne on its corporate governance work including compliance with the Corporate Governance Code, constitutional matters and AGM issues.
- Acting for CDPQ in several investigations into alleged bribery at a Bombardier subsidiary.
With a client base of FTSE 100 and FTSE 250 companies, Norton Rose Fulbright handles the full range of corporate governance issues leveraging standalone corporate, investigations, criminal defence and compliance practices. The group leans heavily on partners in the firm's corporate department, with significant contributors including Alan Bainbridge, Richard Crosby, Charlotte Henry and Claire O’Donnell. Jonathan Herbst and Neil O’May are also key names to note; Herbst is global head of the financial services regulatory practice and O'May leads the criminal law practice. In a recent highlight, O'May represented the former director of Tesco in a high-profile investigation and prosecution into Tesco's accounting practices.
RPC's cross-firm group is jointly led by Jeremy Drew, Patrick Brodie and Matthew Griffith, who specialise in commercial, employment, and the insurance and financial services sectors respectively. The group primarily draws on corporate, advisory and regulatory practitioners to handle the full spectrum of governance issues including independent reports, remuneration policy advice, modern slavery issues, gender pay gap analysis, and conduct and culture work. Clients include listed companies, financial services, insurance and retail clients, and US-owned corporates. Sports Direct is a noteworthy example, with the team advising on its reporting of Debenhams to the FCA. Sam Tate is a key contact for white-collar crime and regulatory issues.
Jeremy Drew; Patrick Brodie; Matthew Griffith
Other key lawyers:
‘RPC feel less like an external entity and more like a group of internal colleagues. This differentiates it from normal private practice.‘
‘Patrick Brodie is nothing short of a pleasure to deal with and can’t be praised highly enough. He is diligent, astute, eloquent and exceedingly knowledgeable in his field and the job he performs is always a resounding success.‘
Federal Republic of Nigeria
- Representing the Federal Republic of Nigeria in a bribery claim against JP Morgan relating to the bank’s role in the alleged fraudulent and corrupt acquisition of an oil prospecting licence by Shell and Eni.
- Advised Sports Direct on its involvement as a witness in an FRC investigation into Grant Thornton’s audit of the Sports Direct Group.
- Assisting Sports Direct with its reporting of Debenhams to the FCA relating to the accuracy of its financial reporting.
The governance group at Travers Smith LLP encompasses multiple dedicated teams including the governance and trade risk group, listed company advisory team, anti-corruption team and the firm's boardroom risk initiative. The firm's blue-chip client base benefits from the team's knowledge of the interactions between governance, risk management and compliance, as well as substantial expertise in transactional matters. Doug Bryden, who leads both the governance and trade risk group and the environment and regulatory group, handles policies, processes and procedures relating to governance risks including bribery, corporate crime and human rights, among others. Laura Summerfield heads up the listed company advisory team, which assists publicly quoted corporates with best practice and corporate culture matters. Other key individuals include employment partner Adam Wyman and senior associate Aisling Arthur, who handles shareholder activism matters, market abuse regulation advice, board policies and best practice compliance for listed companies.
Doug Bryden; Laura Summerfield
‘The highly flexible and responsive team at Travers Smith assists clients with time-critical and sensitive matters on a wide variety of subjects. The firm’s balanced approach greatly aids management decision making.‘
‘The team of Doug Bryden, Laura Smyth, Hannah Duke, Dan Reavill and Ashley Avery strike an excellent balance of handling issues in a manner you would expect of a colleague while remaining respectful of the client relationship. This approach makes them an invaluable resource.‘
‘The group has a willingness to listen to clients requirements and give personable but professional advice with useful insights into what other similar companies are doing.‘
- Advising various publicly quoted companies on traditional corporate governance matters including board composition and succession planning, controlling shareholders issues, remuneration policies, director changes, AGM materials and compliance work.
- Assisting multiple shareholders and listed clients with shareholder activism matters.
- Advising various listed clients on the implementation of market abuse regulations.