08 April 2016 09:00
by Legal Business
Justin Bickle: Managing director, Oaktree Capital
Team headcount: Four (UK)
Law firms used: Cadwalader, Wickersham & Taft, Kirkland & Ellis, Linklaters, Weil, Gotshal & Manges
Justin Bickle joined Oaktree in 2005 from the London office of Cadwalader, Wickersham & Taft, where he was a partner in the financial restructuring department. As a partner with expertise in European debt restructuring, a move to the world’s largest distressed-debt investor was an obvious one. In the 11 years since he joined Oaktree, the firm has grown significantly in both staff numbers (250 to 1,000) and assets under management ($27bn to $100bn), but the core legal team has remained small, with fellow ex-Cadwalader restructuring lawyer Martin Graham, former Linklaters private equity associate Tom Jaggers, and former Kirkland & Ellis associate Frederick Powles helping to oversee matters alongside Bickle, who has oversight of around 40 portfolio companies.
Dominic Keenan, Europe regional counsel at Oaktree, manages risk and compliance matters for the firm on a Europe-wide level and although Bickle insists he and his team no longer think of themselves primarily as lawyers, a lot of the products Oaktree deals in have legal issues and they are treated as go-to legal advisers within the company.
Bickle prefers to look at it as using legal skills to structure and execute deals by examining the underlying documents of a target company. There are several examples of this during Bickle’s time at Oaktree, from the 2008/09 distressed debt takeover of Countrywide, the 2012 purchase of Fitness First, and a more recent partnership with the National Asset Management Agency and Bennett Group in Ireland to develop commercial and residential property in Ireland.
‘I’m not compensated as a GC but it’s a day job that uses plenty of legal skills’, he says. ‘I source deals, sit on boards and examine investments. It’s a fluid role. If the job was doing NDAs and box-ticking, I’d blow my brains out.’
Bickle received wide recognition from private practice peers in this year’s GC Powerlist. Malcolm Hitching, head of the finance practice at Herbert Smith Freehills describes him as ‘the best [lawyer] in his space’, while Chris de Pury, head of real estate at Berwin Leighton Paisner, says Bickle is usually at the forefront of Oaktree’s deals.
In addition to his work at Oaktree, Bickle teaches a class on distressed investing at London Business School, guest lectures at Harvard Business School, sits as a member of the advisory board of the Private Equity Institute at Säid Business School and is the chair of English National Ballet.
Jasveer Singh: General counsel, Man Group
Team headcount: 40
Law firms used: Allen & Overy, Arendt & Medernach, Bird & Bird, Clifford Chance, Deacons, Dechert, Henry Davis York, Herbert Smith Freehills, Maples and Calder, Matheson, Milbank, Tweed, Hadley & McCloy, Sidley Austin
In handling the legal affairs of the largest listed hedge fund in the world, Jasveer Singh has a job that would be considered difficult enough in its own right. But Singh, a widely admired figure in the alternative investment community, has had to contend with many additional challenges recently.
Singh has guided the legal team through a major restructuring while also dealing with the unprecedented regulatory change facing the industry, with the impact of the Alternative Investment Fund Managers Directive (AIFMD) presenting a particular challenge. The last few years have also been a busy period of M&A activity for Man Group. Although Singh is a funds lawyer by background, he has led on several of the business’ more important transactions. These include the 2012 acquisition of FRM Holding, a deal which featured a complex acquisition structure involving a Jersey scheme of arrangement; the 2014 acquisition of Boston-based Numeric; and the high-profile $1.6bn acquisition of US-listed GLG Partners Fund in 2015.
Singh has been in the legal team at Man Group since 2004 when he followed former Clifford Chance (CC) partner Stephen Ross to the FTSE 250 alternative investment manager. He became general counsel in 2013 following Ross’s departure and the introduction of Emmanuel Roman as the group’s new chief executive.
Praise for Singh was widespread among private practice lawyers. David Pudge, corporate partner at CC, says Singh has done an ‘excellent job of managing the firm through a very difficult period’, while Nigel Farr, corporate partner at Herbert Smith Freehills, dubs Singh ‘a terrific deal lawyer, who likes to get stuck into negotiations, as well as a very effective leader of corporate projects’.
Robert Hoyt: Group general counsel, Barclays
Team headcount: 900
Law firms used: Addleshaw Goddard, Allen & Overy, Cleary Gottlieb Steen & Hamilton, Clifford Chance, DLA Piper, Eversheds, Freshfields Bruckhaus Deringer, Hogan Lovells, Latham & Watkins, Linklaters, Shearman & Sterling, Simmons & Simmons, Skadden, Arps, Slate, Meagher & Flom, Sullivan & Cromwell, TLT
Former White House and US Treasury lawyer Bob Hoyt joined Barclays as general counsel (GC) in 2013 during a turbulent time for both the bank and its legal team. Like many large financial institutions, Barclays was under investigation for alleged manipulation of the Forex and Libor markets. Hoyt, a litigator formerly responsible for overseeing the US Department of the Treasury’s legal strategy around the failures of Bear Stearns, Lehman Brothers and AIG, was in a prime position to deal with these claims.
To complicate matters further, Hoyt subsequently had to deal with a string of high-profile departures from the legal team – including deputy GC Michael Shaw, EMEA GC Erica Handling, global head of financial crime Jonathan Peddie, and global corporate and investment banking GC Judith Shepherd – and the more recent departure of Antony Jenkins from the position of group chief executive.
During a global law firm panel review during the summer of 2014, Barclays cut its global legal roster by 30% and moved to a streamlined two-tier system of ‘preferred’ and ‘approved’ firms that is due to run until the end of June this year. The review also saw Barclays shake up how it interacts with its external advisers, with the introduction of corporate value accounts. The initiative, incorporated in the panel arrangements, allocates law firms an annual sum representing the value of legal services they must provide through various services, primarily legal advice and secondments and if in deficit at the end of the term they must repay the amount owed to the bank.
Described as ‘careful with the detail and very hardworking’, Hoyt is recognised for steadying Barclays at a difficult time and widely praised by leading City partners for his calm and swift resolution of the issues facing the bank.
John Tribolati: General counsel for EMEA, JPMorgan Chase & Co
Team headcount: 200 (EMEA)
Law firms used: Allen & Overy, Clifford Chance, CMS Cameron McKenna, Eversheds, Freshfields Bruckhaus Deringer, Linklaters, Norton Rose Fulbright, Slaughter and May (London-based firms used only)
John Tribolati began his career as an associate at Cleary Gottlieb Steen & Hamilton in New York in the late 1980s but he always knew in-house work would appeal to him. Instead of handling pieces of legal work on a number of deals, Tribolati wanted to be ‘up to [his] neck in it’, seeing a deal through from beginning to end.
In 1993 he acted on behalf of JPMorgan. Ten months later he was given a chance to move in-house at the bank’s Singapore office. Tribolati moved at a time when banks were expanding rapidly in Asia but where lawyers were thin on the ground. He moved to JPMorgan’s Tokyo office for three and a half years before moving to Goldman Sachs in 2001.
A year later he moved to London to take up the position of co-general counsel (GC) for EMEA at Goldman Sachs, which he held until his return to JPMorgan Chase & Co as sole GC for EMEA last year. ‘It was an easy decision,’ says Tribolati. ‘Goldman Sachs is a great firm, but I had been speaking to [JPMorgan’s US GC] Stacey Friedman for a while and she’s very persuasive. This was an opportunity to have my own gig.’
One of the big attractions of working in-house, Tribolati says, is that issues he faces are never exclusively legal. ‘Broader considerations are [always] relevant and lawyers need to stay on their toes thinking about that. If there’s a new raft of laws that impact how we do business then it’s [not] exclusively about the law.’
The main challenge Tribolati expects to encounter in the coming months is the changing way in which the industry is perceived by regulators and the public. ‘The role of banks in the world has been looked at through a different lens. We live in a world where the financial industry continues to be transformed by new regulation, which is very significant for how we do business.’
While lawyers have always been expected to have a view beyond issues that are strictly legal, he says the expectation that in-house counsel will raise their hands if they deem a transaction to be inappropriate ‘has become more prominent’.
Geoffrey Bailhache: Managing director, legal and compliance, The Blackstone Group
Team headcount: 3
Law firms used: Freshfields Bruckhaus Deringer, Latham & Watkins, Simpson Thacher & Bartlett
When Geoffrey Bailhache joined The Blackstone Group in 2010 he had to create his current role as head of European legal affairs. Bailhache has carved himself the challenging niche of Blackstone’s main European transactions lawyer, overseeing a huge range of deals, restructurings and private placements.
It is a role that has required Bailhache to embed himself in the deal team and offer real-time commercial advice while working on a range of cross-border deals, often to incredibly tight deadlines. He is also responsible for looking at the wider developments affecting Blackstone’s business, from the risk of market abuse in take-private deals or listed debt purchases to new and stricter regulations affecting the many sectors in which the company is involved.
Bailhache has received particular praise for his recent role in Blackstone’s purchase, along with TPG, of UK residential mortgage lender Kensington Group from Investec; its purchase of Lombard International Assurance from Friends Life Group; and its investment, along with GIC and MassMutual, in Rothesay Life. All of these deals involved moves for highly regulated businesses with significant compliance implications.
Before joining Blackstone, Bailhache was an associate at Weil, Gotshal & Manges and SJ Berwin, specialising in leveraged buyouts and public takeovers. He is widely regarded as one of the leading general counsel in the private equity world, both by private practice lawyers and his colleagues at Blackstone and the most widely cited buyout GC in the Square Mile. Marco Compagnoni, senior partner in the private equity team at Weil Gotshal, says colleagues ‘respect his views and defer to his expertise, mainly because he consistently delivers such wonderful commercial advice’. And, in the words of David Higgins, co-head of global financial investors sector group at Freshfields Bruckhaus Deringer, Bailhache is ‘a very versatile lawyer and also that rarest of breed - a genuine, strong transactions lawyer’.
John Collins: Director of legal, compliance, regulatory affairs and anti-money laundering, Santander UK
Team headcount: 35
Law firms used: Ashurst, Bird & Bird, Nabarro, Slaughter and May
Described by one Slaughter and May deal veteran as ‘simply fabulous’, seasoned lawyer John Collins has just entered a new phase in his career as director of legal, compliance, regulatory affairs and anti-money laundering at Santander UK after resigning from the top legal role at The Royal Bank of Scotland (RBS) in December, less than a year after he had replaced the retiring Chris Campbell.
During his brief stint as GC at RBS, he ran a team of lawyers and oversaw the $2bn settlement of US litigation against RBS alongside other banks, including HSBC and Barclays, over alleged losses caused by the rigging of foreign exchange markets.
Having started his career at Wilde Sapte in 1990 before moving in-house at Citibank in 1995, he joined RBS from Dutch-based banking group ABN AMRO, after it was acquired in 2007 by a consortium made up of RBS, Santander and Fortis. Collins became a key figure at RBS in the aftermath of the financial crisis when he served as deputy counsel at ABN AMRO at the time of the takeover. He spearheaded the sell-off of assets to reduce debt after its highly leveraged takeover of ABN. He progressed through a number of senior legal roles at the troubled bank, including deputy GC, and was seen as a perfect replacement for the respected Campbell in January 2015.
While years of cost-cutting at the state-owned RBS have hit the institution’s reputation among City advisers, Collins is still regarded as one of the most capable GCs in the business and a trophy hire for Santander. He joins Santander later this year.
Perspectives: Emma Slatter, global head of strategy, legal, Deutsche Bank
How do you feel about your career?
It was my 20th anniversary at Deutsche Bank (DB) in January. I joined an influential British merchant bank called Morgan Grenfell, which was absorbed by DB. My career has always been varied. I started out doing general banking and corporate work, then intellectual property (IP) and IT law. We supported the bank’s e-commerce initiatives in the dotcom years. It was in the early stages of my career where I supported the e-commerce business, which was particularly challenging and rewarding because it was an initiative pulled together by the legal division. The internet was the first time someone had to really look at the development of technology and business. With IP law we were also providing support for new joint ventures and investments the bank was doing into technology-related projects.
How do you feel your team fared with the fallout after the banking crisis?
In the last two years, I’m most proud of the way in which the team has supported the bank through a number of regulatory investigations. Since [allegations of manipulation of the institutional interest rates] Libor, the world changed but it was a sense of everyone pulling together. From 2010 onwards we’ve been hit with the most demanding and challenging investigations both internal and external. It’s been a learning exercise. It tested people and imposed severe pressure and time constraints… and strained resources. We had to bring [in] people from a non-regulatory background to assist, which has been tough but served as good training. It has been the best breeding ground for future teams. You can now navigate your way through.
'We are trying to tackle the glass ceiling and recognise not everyone will have their whole career in-house.'
And has your relationships with external counsel changed?
Before the crisis we didn’t articulate clearly to external counsel what we expected from them, not just [in terms of] what they provide, but how they provide it, on what cost basis, and what level of seniority we expect for each task.
What is on your agenda for 2016?
In the past, we had to bring people from a non-regulatory/litigation background to assist. We are now staffing up with more specialists. And the use of technology has now become central to the legal division’s strategy. The team recently entered into partnership with an external provider to develop an enterprise risk management system covering document management, electronic billing and online tendering. It should produce a much more efficient process and better metrics so we can continue to review how we allocate resources, work efficiently and save cost externally. We’re also focusing on career development with a broad initiative looking at how we develop our lawyers from the moment we give them an offer to whether they become senior managers, or join other teams within the bank or get roles externally. It is trying to tackle the glass ceiling and recognise not everyone will have their whole career in-house like I have and at one institution. It’s having the tools and breadth of vision to be a commercial participant in financial services.
What do you predict for the financial services industry?
The industry will continue to face cultural issues, which it needs to address. We have to balance this with the business-as-usual, making money agenda, against very ambitious regulatory change, which will continue to be a big focus for years to come.
Any career wisdom to share?
Develop a broad skillset and take opportunities you are given. My career path shows there isn’t always an obvious route. Find solutions, be collaborative and remain optimistic!
Damian Morris: General counsel, EMEA and Asia-Pacific, ICAP
Team headcount: 15
Law firms used: Clifford Chance, Macfarlanes
Over the past two years, Damian Morris has handled the full range of issues that can come across a general counsel (GC)’s desk: a change in hierarchy; a complex M&A deal; a well-publicised regulatory investigation; and stricter regulation affecting the industry.
In August 2015, ICAP’s group GC, Duncan Wales, left the firm to take up a position at Standard Chartered with his role being split between Morris in the UK and Stuart Wexler in New York (now overall GC of ICAP).
At the time of Wales’ departure from ICAP, the company was halfway through merger negotiations with rival Tullett Prebon, a £1.5bn transaction considered one of the most complicated listed M&A deals attempted in recent years. If approved, the merger will see the two companies’ voice-broking businesses combine to form a newly-enlarged public listed company that will then issue shares to the remaining parts of ICAP. It will also give the merged entity more than 50% of the voice-broking market.
Morris has been an important figure in keeping everything on track. With ICAP involved in the Libor and Forex investigations that have dominated the market, there has been a significant regulatory focus on the company more generally. Morris has been liaising with a number of agencies and a lot of internal work has been done on investigations and remediations.
‘There are horrific examples of managers at other companies not being able to follow the money through the trades that are happening on their watch and not knowing what is going on; there are self-serving remuneration committees and a lot of it needs to be regulated,’ says Morris. ‘But the idea that transparency and regulation can make systemic risk go away is too simplistic.’
However, he points out that even poorly-designed regulations can bring opportunities to a business. ‘When I’m talking to my team about regulatory changes and market changes I always tell them to keep focused on what the business is trying to do and how to best service [the] customer base while navigating through different regulatory overlays. You need to understand the opportunities of regulation without dismissing the challenges. The challenges need to be met head-on, but the opportunities require a bit more thinking to uncover.’
As a lawyer, Morris has a considerable equity and derivatives sales and trading background. He qualified in the corporate team at McKenna & Co (pre-CMS Cameron McKenna) before moving in-house to Goldman Sachs in 1998. He joined Merrill Lynch in 2002, Credit Suisse in 2005 and ICAP in 2010.
Lucy Vernall: Global general counsel, Funding Circle
Team headcount: Five (UK)
Law firms used: Bond Dickinson, DMT Legal, Hogan Lovells, Simmons & Simmons
Peer-to-peer lending service Funding Circle, which allows savers to lend money directly to small and medium-sized businesses, is among the group of UK-based startups to have exceeded a $1bn (£690m) valuation. One of the standard bearers in the much touted fintech sector, Funding Circle entered the US market in 2013 by merging with San Francisco-based Endurance Lending Network and has not looked back.
Global general counsel (GC) Lucy Vernall, who joined 18 months ago to become the company’s first full-time lawyer, has been central to its rise. In her short time as GC of Funding Circle, Vernall has helped the company expand its presence in mainland Europe through the acquisition of German company Zencap – the largest business loan marketplace in continental Europe, overseen a £150m fundraising by listing the company’s small business investment trust on the London Stock Exchange – the first listed fund ever established by an online marketplace, and helped the company become Financial Conduct Authority regulated.
Angus McLean, partner at Simmons & Simmons, says: ‘There’s no fintech business that’s gone through the same stuff as Funding Circle and what [Vernall is] dealing with is first of its kind and creating law for the fintech space’.
Vernall was previously GC at short-term loans company Wonga and one of the founding members (and managing partner) of Kemp Little.
Emma Slatter: General counsel UK and western Europe, Deutsche Bank
Team headcount: 150 (Birmingham and London)
Law firms used: Allen & Overy, Clifford Chance, Freshfields Bruckhaus Deringer, Linklaters, Slaughter and May (in UK)
The effects of the financial crisis and Libor scandal brought the banking sector’s activities under closer scrutiny at a time when most in-house teams were going into cost-cutting mode. Managing the burden of enhanced regulatory and risk review under stricter budget controls has been a challenge for the general counsel (GCs) of all major banks and financial institutions, but few have coped with the difficulties as well as Emma Slatter, Deutsche Bank’s GC for UK and western Europe.
Recently, Slatter has supported the bank through a number of challenging regulatory investigations, forcing her to reassess how she and the team prioritise and resource matters.
In her 20 years at Deutsche Bank, including six as GC, Slatter has overseen many changes in how the legal team operates. The use of technology has now become central to her strategy. The team recently entered into partnership with an external adviser to develop an enterprise risk management system covering document management, electronic billing and online tendering.
In addition to managing the bank’s legal and regulatory risks, Slatter is also praised for her dedication to developing the careers of those around her. Around 20% of the London team now have some form of flexible working and, as of January 2016, Slatter has taken on a new role as head of global strategy for legal and is set to prioritise career development as a ‘systematic and global’ objective as the legal team’s response to the bank’s 2020 strategy.
Despite these changes, she says the hallmarks of a good GC – leadership, strong vision, good communication to the team, strong legal and analytical skills – have remained the same. The main difference is that she finds herself increasingly balancing a business advisory role with that of a lawyer while having to make difficult decisions and manage people.
One of the most cited figures in this year’s report, Slatter has huge influence on the legal market, leading the City team for one of Europe’s elite banking groups. One Magic Circle partner comments: ‘Emma is head and shoulders above the rest. She’s a different calibre.’ A partner at a major US firm strikes a similar note: ‘Emma is super – yes, I agree. She’s a consensual person. Deutsche are rebuilding the investment bank so she’s been busy there and of course handling investigations.’ One derivatives veteran concludes: ‘You must get Emma in there.’
Erica Handling: General counsel for EMEA, BlackRock
Team headcount: 50
Law firms used: Clifford Chance, Herbert Smith Freehills, Hogan Lovells, Skadden, Arps, Slate, Meagher & Flom
When Erica Handling joined BlackRock from Barclays in 2015 it was a move that reflected the growing importance of asset management companies in the UK’s financial services industry. Replacing BlackRock’s outgoing general counsel (GC), James DesMarais, Handling took a role similar to the one she left at Barclays, serving as GC for the EMEA market at the multinational investment management company. In her new role, Handling manages a team of 50 lawyers and reports to BlackRock’s global GC Matthew Mallow and the EMEA chair and chief executive David Blumer.
Handling moved in-house in 2010 following ten years at Ashurst, where she helped to launch the structured finance and securities practice in 2005. She was widely praised for having significantly contributed to the firm’s global finance practice and was part of the team to lead Ashurst’s US launch in February 2009. Her familiarity with a broad range of structured finance products, particularly collateralised debt obligations (CDOs), has made her one of the most established figures in the specialist asset management space.
During her time at Barclays, Handling developed her expertise beyond structured finance to become a well-regarded team builder and manager. Tamara Box of Reed Smith says a lawyer of Handling’s ‘calibre and talent will bring BlackRock a unique perspective stemming both from her deep experience in private practice as the leading lawyer in the CDO sector’.
Adam Fletcher: General counsel, Investec Asset Management
Team headcount: Nine
Law firms used: Addleshaw Goddard, Eversheds, King & Wood Mallesons, Slaughter and May, Weil, Gotshal & Manges
Cape Town-based Adam Fletcher oversees the asset management arm of FTSE 250 and Johannesburg Stock Exchange dual-listed Investec Asset Management. His role straddles the UK and South Africa and requires him to move between the two operations frequently, overseeing a range of cross-border legal matters.
Fletcher was largely responsible for working out the in-house legal complexities of Investec’s 2013 senior management buy-in, a scheme led by chief executive Hendrik du Toit to give senior employees a 15% stake in the business with an option to acquire a further 5%. This £180m buy-in, which was extended to around 40 senior staff across the company’s various sites, was a recognition of the importance of the management to the company’s value. It seems to have worked: the asset management unit of Investec, which has £69bn worth of assets under management, subsequently reported strong growth.
The share issue raised a number of complex challenges and required a very robust structure that could be applied to managers in a number of jurisdictions the company operates in without penalising any of them unfairly due to tax and legal regimes in their location.
Slaughter and May partner Nilufer von Bismarck, who worked closely with Fletcher on the senior management buy-in, says he is ‘incredibly quick to distil issues to their core point and come up with the best approach to solving the problem. He runs a big division of Investec very successfully and manages to move between the issues faced in the UK and South Africa with supreme efficiency’.
Maria Leistner: Global general counsel for the international wealth management division, UBS
Team headcount: 72 (in London)
Law firms used: Ashurst, Cleary Gottlieb Steen & Hamilton, Clifford Chance, Linklaters, Mayer Brown, Slaughter and May
At the time of writing, Maria Leistner was serving out her notice period after leaving Credit Suisse, where she had been managing director and EMEA general counsel (GC) for over a decade, to head up the legal function for UBS’ wealth management business.
Shortly after Leistner joined in 2004, Credit Suisse began setting out its ‘one bank’ strategy, a streamlining process intended to return the bank to its core strengths. This process served Leistner well in subsequent years, helping her to hone a team that managed the legal and regulatory complexities of the bank’s activities on a tight budget.
Leistner saw significant changes to the investment banking industry in her 11 years at Credit Suisse (including five as EMEA GC), with global regulatory frameworks for a number of the bank’s products being significantly revised or completely rewritten. Just as significant, however, was the heightened focus on reputational risk.
Following the financial crisis, Leistner says, the reputational aspects of a bank’s activities are more important considerations than ever before, and ‘should we do it?’ should be the first question to be asked when discussing any of the bank’s dealings. In addition to her legal duties, Leistner acted as Credit Suisse’s reputational risk approver and, more recently, as chair of the reputational risk committee for the EMEA region.
As one of the most senior female managing directors in Credit Suisse’s global operations, Leistner also made significant efforts to expand the bank’s diversity initiatives. In her capacity as senior co-sponsor of the EMEA LGBT Network, she served as the figurehead for Credit Suisse’s LGBT Ally initiative and was recently recognised by OUTstanding, the professional network for LGBT and Ally senior executives, for her work in the area.
David Bickerton, regional managing partner at Clifford Chance, says: ‘Maria takes the effort to get to know her team and takes a personal interest not just in the senior partners who spend a lot of time with her, but her team members too. She’s very keen to promote the diversity of the company. She integrates diversity initiatives into the relationship, it’s not like it’s a completely separate part. That’s very powerful – for some organisations, it’s an ancillary part of what they do.’
Susan Crichton: General counsel and company secretary, TSB
Team headcount: 20
Law firms used: Bond Dickinson, Herbert Smith Freehills, Hogan Lovells
Susan Crichton joined TSB as general counsel (GC) and company secretary in 2014 with the responsibility of separating the bank from Lloyds then taking it through its initial public offering (IPO). Having helped separate the Post Office from Royal Mail prior to the Royal Mail Group’s IPO one year earlier, Crichton was one of the few GCs in the UK who would have appreciated the scale of the challenge facing her.
At the same time, Crichton had to deal with the responsibility of acting as company secretary, supporting new product launches and overseeing legal matters in her new role. She was supported by a small team, previously spread across London, Bristol, Gloucester and Edinburgh, which she had to consolidate and then develop to fit the needs of TSB. Following TSB’s float, Crichton then had to oversee the legal aspects of the bank’s takeover by Spanish banking group Banco Sabadell and help once again integrate her team with new owners.
Crichton has a long and distinguished career in the financial services sector, with senior legal positions at Avco Trust, GE Money and Consumer Finance and Skandia International.
One private practice partner comments: ‘The breadth of projects that have become almost business-as-usual for the GC of Britain’s leading challenger bank may be more akin to the workload of a long established corporate law firm rather than that of an in-house legal team – particularly one that barely existed just two years ago.’
James McRobbie: General counsel and chief compliance officer, CF Partners
Team headcount: Six
Law firms used: Baker & McKenzie, Bird & Bird, Dechert, K&L Gates, Latham & Watkins, RPC, Simmons & Simmons, Taylor Wessing
James McRobbie has a diverse role – with responsibility for the legal aspects of transactional, regulatory and contentious matters – in a diverse organisation, comprising commodity trading, asset management and investment functions. It is a role that requires both flexibility and a broad understanding of the commercial considerations affecting the business and one in which McRobbie has been praised for his ability to ‘act under pressure in a trading environment and in the context of a rapidly expanding business’.
Since joining CF Partners in 2011, McRobbie has helped to establish its asset management function; implemented the firm’s compliance and monitoring programme; and created new structured and commodity derivatives products. He sits on the management board of the CF Partners Group and ‘operates not only as a lawyer and compliance professional but also as a general adviser’ to its commercial activities.
Described as a ‘driving force behind new business’, he has led the firm’s expansion into new products and new territories by overseeing the recent acquisition of a contracts for difference platform and a retail and gas power provider. He also established the legal documentation for a trading and fund management house in energy and emissions trading, a relatively new area of the market. He has also recently overseen two sizeable disputes – with Barclays Bank and Tricorona – that have called on him to deal with both complex issues and numerous stakeholders in the context of hard-fought litigation.
Two new funds have been launched under McRobbie’s direction. One private practice partner says McRobbie’s funds work demonstrates ‘his unique ability to manage the legal process of an incredibly complicated business combining strong technical skills with clear communication and a very good understanding of the commercial drivers’.
Jeremy Barton: General counsel, KPMG
Team headcount: 45
Law firms used: DLA Piper, Freshfields Bruckhaus Deringer, Osborne Clarke, Pinsent Masons
Jeremy Barton’s career began at Norton Rose and he moved to Paris as a corporate lawyer where he helped build the cross-border M&A team.
Barton went on to build an in-house career ostensibly with the Big Four accountancy firms. He spent ten years at the now-defunct Arthur Andersen as European and deputy general counsel (GC) and also held the global GC role at Ernst & Young. Then, following a stint at Boston Consulting Group (BCG), he was appointed the new UK GC at KPMG following the retirement of longstanding legal head Vanessa Sharp in May 2015.
Reflecting on major challenges faced in his career, Barton refers to the collapse of Andersen in 2001, where he deployed a 50-strong internal and external team to help handle the fallout.
‘It gave me the opportunity for a career track that would lead to leadership quicker than in a law firm, where you end up managing practices or offices later in your career. Being in-house gave me the progression I wanted.’
During his time at BCG, Barton built a reputation as one of the more progressive in-house lawyers in the UK and one of the most prominent members of the GC community, a position he is aiming to build on at one of the world’s leading professional services firms.
Less than a year into his role at KPMG, Barton says it’s important to ‘help the business adapt to the new world of professional services’.
Also an advocate for technology initiatives, Barton points towards the firm’s pioneering strategic alliance with McLaren Group, which involves the use of McLaren Applied Technologies’ predictive analytics and technology for KPMG’s audit and advisory services.
Sajid Hussein: General counsel EMEA, Bank of America Merrill Lynch
Team headcount: 117
Law firms used: Allen & Overy, Clifford Chance, Shearman & Sterling, Skadden, Arps, Slate, Meagher & Flom
Sajid Hussein leads a group of lawyers that provide support to Bank of America Merrill Lynch (BAML)’s global banking and markets department in Europe, Middle East and Africa and is also responsible for the bank’s Europe card services (MBNA) legal team. He is a member of the EMEA executive committee and 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 is cited as one of the most able strategists in the legal banking world and has helped see BAML through one of the most difficult periods the investment banking industry has faced in recent years. He moved to Bank of America as associate general counsel in 2005 and retained his role when the bank merged with Merrill Lynch in 2008 at the height of the financial crisis.
Hussein began his legal career at Allen & Overy before joining Deutsche Bank in 2001. Beyond his day-to-day role, he is a member of the human rights group Liberty and sits on the advisory board of SEO London, a charity that mentors minority students.
Perspectives: Jeremy Barton, general counsel, KPMG
Why did you leave private practice for a career in-house?
I started out as a corporate lawyer in the Paris office at Norton Rose, helping build the cross-border M&A team. I used to get calls from head-hunters. I thought I would stay at the firm forever. I got the call for a role at [now defunct accountancy firm] Andersen. Going in-house gave me the opportunity for a career track that would lead to leadership quicker than in a law firm. Being in-house gave me the progression I wanted in my career.
What was it like working at Andersen during its collapse?
I spent a decade there, and my last 12 months were spent putting that organisation to bed. I had a 50-member internal and external team to help handle the fall-out and we were dealing with a number of things; fighting off litigation from the Enron creditors, keeping the banks at bay, and organising for the network of Andersen firms to survive and be safe. In 12 months I got five years’ experience.
'I spent a decade at Andersen and my last 12 months were spent putting that organisation to bed. In 12 months I got give years' experience.'
What has changed in the legal landscape since then?
How technology is used and delivered to clients. Solutions are put together in a more open, architectural way. It has to be done in conjunction with others, whether they are tech-start-ups or software providers, you have to team up with them. You have to look outside your traditional box to find someone to team with. Putting the IP and legal arrangements in place for that can show in-house legal is very much at the centre of strategic developments in the business.
Any stand out examples of this?
We have an alliance with McLaren to help us develop big data skills for providing audits, which has been in place for two years. When you’re auditing a multinational company, the amount of data you end up sifting through is massive. Bringing the data analytical skills needed to run a Formula One car around the race track into accounting is incredible.
What’s been on your agenda since moving to the KPMG role last year?
I have a transversal initiative to cut across groups and connect with our internal clients. Ultimately it is part of a strategy to be issues-led and client-focused. You can bring thought leadership around many issues and engage with the risk management function for issues relating to big data, regulatory issues or litigation threats surrounding that. That’s a practical way the legal department can relate with the business.
Still being in my first year, the challenges are helping the business adapt to the new world of professional services. There’s a combination of things going on – the regulatory environment is tightening and professional services are no different to any other sector in being under scrutiny from regulators. The Big Four all are. When I took over from Vanessa Sharp, I was looking to reinvigorate the vision for the team – the role of GC became an executive committee position and now I report directly to the chair. That means the legal function no longer sits in the risk management division. So I’ve given it its own sense of direction. My agenda is to link the legal strategy with that of KPMG. The language I talk in is aligned with the vision.
Margaret Cole: General counsel, PwC
Team headcount: 126
Law firms used: Herbert Smith Freehills, Linklaters, Norton Rose Fulbright, Reed Smith, Taylor Wessing
After earning a reputation as one of the most effective financial services sector regulators, PwC’s Margaret Cole is now one of the most respected figures in the in-house community.
She qualified as a private practice litigator in the 1990s, specialising in banking and commercial work during a time when the economic downturn brought about large-scale insolvencies to keep her busy. She moved to White & Case in 1995, where she spent a decade and then led its dispute resolution practice.
Cole joined the Financial Services Authority in 2005 as director of enforcement, diversifying into criminal work and gaining herself a reputation for transforming the body’s approach to enforcement leading to many prosecutions and convictions. In her first year, civil fines stood at £17m and by 2011 increased to £66m, nearly covering its entire £67m budget. When the watchdog relaunched as the Financial Conduct Authority Cole decided on a move to accountancy giant PwC as legal counsel and board member.
These days Cole has invested in strengthening PwC’s litigation and regulatory functions in a bid to meet the expectations of increasingly robust regulators.
PwC has faced its fair share of contentious matters in recent years and in October settled a significant £1.6bn professional negligence dispute for an undisclosed sum just days before the case was set to be heard in the High Court – PwC had added Deloitte and KPMG into its defence, and the case would have clarified the law relating to claims against auditors.
This year, the team faces a €578m professional negligence claim brought by British American Tobacco (BAT), stemming from PwC’s audit of Windward Prospects, a company with which BAT has a long-running dispute over the cost of cleaning up a polluted river in Wisconsin. BAT alleges PwC failed to fully account for clean-up costs of the polluted river in its audit of Windward.
Eva Sanchez: General counsel and head of compliance, Citadel Europe
Team headcount: Eight
Law firms used: Clifford Chance
Eva Sanchez heads a team of legal and compliance professionals at the European arm of Citadel, one of the world’s largest asset managers. As such, she is responsible for interpreting and implementing all European legislation applicable to Citadel’s activities in both its asset management and quantitative market-making businesses. Described by one private practice partner as ‘operating at the cutting edge of the business’, Sanchez has recently overseen the legal and regulatory aspects of Citadel’s launch of a European fixed-income, market-making division.
Sanchez has been ‘at the forefront of EU regulation’ as it affects major buy-side market participants and financial markets and regularly represents the industry in discussion with senior regulators in Europe. She is a member of the Alternative Investment Management Association (AIMA), where she sits on the board, represents the EMEA region and chairs AIMA’s government affairs committee. She is also a member of the Managed Funds Association international affairs committee and represents Citadel Securities on the executive committee of the European Principal Traders Association as part of the Futures Industry Association.
Prior to joining Citadel in 2009, Sanchez served as global head of legal for nine years at Swiss Re Capital Management and Advisory. She began her legal career as a finance associate at Clifford Chance in both London and Milan. She is also a qualified translator and interpreter.
'An all-round leader and visionary'
Brona McKeown: General counsel and company secretary, The Co-operative Bank
Team headcount: 21
Law firms used: Allen & Overy, Bates Wells Braithwaite, Berwin Leighton Paisner, Clifford Chance, DLA Piper, Eversheds, Hogan Lovells, Mishcon de Reya, Pinsent Masons, TLT
With over 20 years’ experience of legal and company secretarial matters in the financial services industry, the plain-speaking Brona McKeown has been the right general counsel (GC) to lead The Co-operative Bank legal team through troubled times. Described by one senior lawyer as ‘an incredible all-round leader and visionary who has been right in the trenches facing the most difficult of circumstances’, she was formerly interim GC of Coventry Building Society and global GC of Barclays Corporate.
McKeown took over as GC in December 2013 after former GC Alistair Asher was appointed to his new role as head of legal for the entire Co-operative Group. She joined at the end of a difficult year for the bank, which suffered losses of £600m, a credit rating downgrade, the departure of its chief executive and a reported shortfall of £1.5bn in capital that nearly led to its collapse. It also had to face investigation by the Financial Conduct Authority and the Prudential Regulation Authority for alleged breach of its listing rules.
Although the bank has continued to experience severe difficulties, McKeown and her legal team have been at the forefront of helping to mend the damage and restore its reputation.
Catherine Johnson: Group general counsel, London Stock Exchange Group
Team headcount: 12
Law firms used: Freshfields Bruckhaus Deringer
In the last few years a number of high-profile stock exchange mergers have led to a rapidly consolidating industry and a move from pure stock trading to activities such as clearing and risk management. This has made The London Stock Exchange (LSE), Europe’s biggest equities exchange and the world’s largest clearing house for interest-rate swaps, a very attractive target. In March this year the 215-year-old institution announced its proposed merger of equals with Deutsche Börse. This deal, which is still pending, has kept general counsel (GC) Catherine Johnson very busy of late.
Johnson joined LSE in 1996 as a regulatory analyst and became general counsel in 2012. The exchange has been characterised by big personalities in its senior leadership over the past decade, with Dame Clara Furse and current chief executive Xavier Rolet heading the organisation. Finding a line between the legal, commercial and personality issues has, according to those who have worked with Johnson, been her biggest achievement.
Though still a small exchange relative to its international power, the LSE has been acquisitive in recent years and increased both its size and profile significantly. With a relatively small team, Johnson has managed to deal with a lot of difficult issues. According to one senior partner: ‘If you look at what she has managed to achieve with the resources available to her, you would have to say she has helped the team punch way above its weight. Although it has always been revered, the LSE has only recently become one of the world’s leading financial centres and it was in no small part down to Johnson’s efforts.’
Ifther Ali: Senior vice president and global head of legal for corporate and investment banking, UniCredit
Team headcount: 200
Law firms used: Allen & Overy, Clifford Chance, Freshfields Bruckhaus Deringer, Linklaters, Shearman & Sterling, Skadden, Arps, Slate, Meagher & Flom, White & Case
Although Italian-headquartered financial services giant UniCredit is best known for its retail operations, around half of the group’s revenues come from its corporate and investment banking division. London-based Ifther Ali holds global legal responsibility for corporate and investment banking at UniCredit, leading a team of 200 lawyers around the world, including 15 in the UK.
Ali is known for having built a strong team. He attributes his success in the role to creating a new way of doing things. ‘We have a very culturally diverse organisation,’ says Ali, ‘and that can cause problems for a legal team. Trying to get everyone to the same level is something you need to work on as general counsel (GC) and it’s been one of the main things I have accomplished in my time here.’
For Ali, who spent 14 years at Merrill Lynch before moving to UniCredit, the experience of changing from a US to a European-style investment bank was a big cultural change. ‘One of the things I tried to do was impart that US-style business model to UniCredit’s in-house staff. Although we are independent of the first line of business, my approach is to be a very solutions-driven function that works closely with commercial teams. A lawyer who retreats into an ivory tower is not the type of person you want to have in an investment bank.’
He has also had to deal with the changing risk landscape faced by UniCredit. ‘A good GC should always be a strategic adviser,’ says Ali, ‘but it’s noticeable that in the last few years financial services GCs have been doing more to manage business risks. Increasingly we are looking at more regionally-specific risks, such as volatility in particular markets or political events like Brexit. These are more localised issues and we as legal counsel are having to be more proactive in the way we advise business on risk.’
Tamara Box, chair of the financial industry group and the head of structured finance at Reed Smith, describes Ali as ‘a multi-skilled lawyer with the benefit of significant experience in the financial sector who always brings a unique commercial and pragmatic approach to discussions.’
For further analysis, see: GC Powerlist 2016