Retail and Consumer Products
08 April 2016 09:00
by Legal Business
Robert Ivens: Head of legal, Marks and Spencer
Team headcount: 30
Law firms used: King & Wood Mallesons, Lewis Silkin, Osborne Clarke, Slaughter and May
Over the last five years, Marks and Spencer has made its way back into Europe. The retailer returned to Paris in 2011 following a ten-year absence and has since launched stores in Belgium, Holland, Greece, Spain and eastern Europe. Overseeing this from a legal perspective is one of the most experienced and assured general counsel in the business, Robert Ivens. Ivens says the international push has helped to embed the legal team’s knowledge within the organisation.
'Having a stable legal department can become a cost saver over time and add value to a business.'
‘We’ve been going into all of these places and looking at the contractual side, the regulatory side, and how to provide services to a store. Even something as basic as sorting contracts for the supply of logistics can be a challenge in an unfamiliar location. The upshot is we’ve got some really good systems in place to do all of this if we go into a new market. That’s a great example of how having a stable legal department can become a cost saver over time and add value to a business.’
Having built up this body of knowledge, the main challenge Ivens now faces as head of legal is finding new ways to manage and retain the talent within his team. ‘Generally you’re limited in your ability to promote lawyers within a company unless you’ve got high staff turnover. With a stable team, the capacity to promote and add to somebody’s area of responsibility is invariably limited,’ he says. Ivens should know – he joined Marks and Spencer as a solicitor in 1985 and became head of legal in 1989, making him one of the longest-serving legal heads.
Learning and development therefore becomes very important, and Ivens says part of any general counsel’s job now is spotting opportunities and seeing that a lawyer can offer something another professional cannot.
Helping the company meet its sustainability targets has provided a big opportunity for Ivens and his team to contribute outside their legal roles recently. Senior lawyer Heather MacRae sits on the company’s sustainability policy board committee, chaired by chief executive Marc Bolland, while the real estate team now assists the property development team in construction planning to help the company install solar panels on its properties.
Robert Blok: Group legal director, Virgin Management
Team headcount: Four (UK)
Law firms used: Allen & Overy, Bird & Bird, Bond Dickinson, Burges Salmon, Dentons, Harbottle & Lewis, Herbert Smith Freehills, Macfarlanes
With a portfolio of more than 400 businesses worldwide offering everything from mobile phone services to commercial space travel, the Virgin Group is a challenging organisation to co-ordinate. For Robert Blok, group legal director of Virgin Management, which supports the Branson family’s investments and helps protect the brand identity of the various Virgin businesses, the bigger challenge is keeping up with the owner’s vision for how the company should operate. ‘You need to be flexible and light on your feet to work with Richard Branson,’ he says. ‘He has a lot of big ideas and we have to find ways of implementing them.’
'You need to be light on your feet to work with Richard Branson.'
One such notion has been the company’s unlimited holiday policy. ‘It’s obviously very much a Richard Branson idea,’ says Blok. ‘It’s about treating people as adults who can manage holiday entitlements within the team while making sure the team is able to work properly. It’s a great idea but it’s challenging to make it work from a legal perspective and still deal with people’s contractual rights.’
Protecting the identity of the Virgin brand on behalf of the businesses that make up the group, most of which operate under licence and are not directly owned by the company itself, is another key challenge that falls to Blok. Although his role is primarily as a go-between helping to communicate the Branson strategy to Virgin businesses, he takes a hands-on role in the group’s larger transactions. Last year he led on helping to bring South African investor Brait into Virgin Active in a £682m deal, and in 2014 he oversaw Virgin Money’s IPO on the London Stock Exchange.
Martin Bowen: Head of legal, Dyson
Team headcount: 47
Law firms used: Drinker Biddle & Reath, Gowling WLG, Kirkland & Ellis, Osborne Clarke
Over the past two years Dyson has experienced growth of around 20% a year, primarily driven by new product categories it has pioneered. To deal with the legal challenges this growth throws up, Martin Bowen has had to introduce some new ideas of his own, allocating lawyers to new product categories so they can sit in on meetings while ideas are still at the concept stage. This allows his team to gain a more rounded view on market risks and opportunities while ensuring legal rigour is built into the process early on.
This means Bowen’s team takes up the roles of interpreters and mediators, translating terms and assumptions between engineers, designers and commercial teams.
‘There is a ripple effect of having legal involved at an early stage and it removes a lot of problems later on,’ says Bowen, who has been with the company’s legal team since 1998 and has been head of legal since 2009. ‘We are weeding out errors and misunderstandings at the early stage and then sending that out to other areas.’
Much of Dyson’s recent growth has been in Asia, which makes early involvement of the legal team all the more important. ‘Our focus is on making different and better products, and that means comparing them with other products on a global basis. Legal information on risk factors and safety standards needs to be present from [the] beginning. If lawyers are involved at an early stage, we can contact the legal team in Japan and ask how certain product features will be perceived, whether we can sell it on this basis in that market, whether there any legal problems if we do it this way. It really means we can do our theorising at the same time as the engineering department. Legal can help shape the process and not just respond to it.’
Lawyers from the in-house team are now training Dyson’s engineers, helping them to approach product design from a legally-aware standpoint. ‘Speedy collaboration is absolutely vital to what we do as a company and as a legal team,’ says Bowen. ‘We still have to be able to measure what we do and how we do it, we still have to offer all of the core skillsets and legal advice, but at the same time we’re adding value to the business all the time. Lawyers tend to play the same tactic of setting a wholly negative tone, but if you just become the droning voice of negativity people switch off. Lawyers consistently underplay opportunities and overplay risks. I have made it our policy not to do that.’
'The rare combination of searing intelligence and immense pragmatism.'
Clare Wardle: General counsel, Kingfisher
Team headcount: 150
Law firms used: Bird & Bird, Freshfields Bruckhaus Deringer, Hogan Lovells
Clare Wardle ‘offers the rare combination of searing intelligence and immense pragmatism,’ says one private practitioner, which enables her to make a ‘very valuable contribution to the business and navigate the change necessary to unlock the real potential of the Kingfisher group’.
Wardle has a long and varied career. Called to the Bar in 1984, she moved to Lovells in 1986 for ten years. Her first stint in-house was at the Post Office, where she served as head of legal before working as general counsel (GC) and company secretary at Tube Lines. She joined British retailer Kingfisher in 2010 as group legal director and took over as group GC in 2012, where she became responsible for risk, legal and governance matters.
The retailer, which owns the B&Q DIY chain, operates a lean legal team of three lawyers under Wardle’s leadership, preferring to retain day-to-day work in-house and only outsource specialist mandates to firms. Magic Circle advisers, including Freshfields Bruckhaus Deringer, are called upon as ‘board advisers’, according to Wardle, while mid-tier firms are instructed for issues relating to personal injury and employment work.
Operating across 12 countries, Wardle says a key challenge for the retail sector has been grappling with significant change, particularly ‘omni-channel retailing’ – with customers now shopping online, by telephone and in store. ‘It brings many issues, including data protection, cross-border applications, and integrating processes you’ve written for one channel that can be used across the piece. It’s about getting the contractual matrix right.’
It was announced in September 2015 that Kingfisher is expected to open 200 Screwfix outlets and close one-in-six B&Q stores as the company restructures itself to reflect changing DIY habits. Wardle will additionally carry out a major review of the company’s external legal adviser panel this September.
Wardle says the best experience she has had comes from working with great people and her style reflects what she learned from one mentor, former Kingfisher chief executive Ian Cheshire, now chair of Debenhams. ‘He taught me about never losing your temper. When I was first in the boardroom, they said I wasn’t effective enough at presenting my reports. Ian said: “Look Clare, put your head up and don’t sit to one side.”’
She adds that a key feature of an effective GC is understanding the purpose of your role. ‘We are not the marketing director or commercial – our job isn’t to make a splash. It’s to make a business function well, even on [the] more external-facing side. You are the conscience of the company, not the face of it. You can get anyone to do anything if you’re prepared to face the consequences and you’re prepared to give away the credit.’
Ritva Sotamaa: Chief legal officer, Unilever
Team headcount: 500
Law firms used: Baker & McKenzie, Cravath, Swaine & Moore, Mayer Brown, Olswang, Slaughter and May
Overseeing the legal function of a company the size of Unilever introduces a number of unique challenges. Ritva Sotamaa, chief legal officer at the Anglo-Dutch FMCG giant, has ultimate responsibility for the legal issues stemming from the hundreds of Unilever products used by around two billion people each day. With over half the company’s turnover generated in emerging markets and a presence in around 200 jurisdictions, keeping a broad overview of risks affecting the business is essential.
When Sotamaa joined Unilever in 2013 she outlined a vision of making the legal team world class. An important element to this was helping Unilever’s lawyers understand how large and complex the organisation is, leading Sotamaa and her global legal operations director, Saswata Mukherjee, to launch an ‘academy’. At the academy, Unilever’s lawyers are trained in a range of business and management skills while learning about the issues the company faces.
In the same year that Sotamaa was appointed chief legal officer, Unilever announced plans to double its turnover while halving its environmental impact. Accordingly, the academy also provides training on ethical initiatives, helping the legal team, which houses Unilever’s business integrity function, to find opportunities for development beyond the law.
Over recent months, the legal team has developed a new IT strategy to help with this process and has added new contract management software to its systems. The legal team has also undertaken a substantive panel review recently, with 16 international firms added to the global panel following a six-month selection process that began in 2014.
Prior to taking up her role as chief legal officer at Unilever, Sotamaa spent the bulk of her in-house career in healthcare, with previous positions as global general counsel (GC) at Siemens Healthcare, GC at GE Healthcare and legal counsel at Finnish-listed medical instrument manufacturer Instrumentarium.
Nigel Paterson: General counsel and company secretary, Dixons Carphone
Team headcount: 18
Law firms used: DLA Piper, Linklaters, Osborne Clarke
In April 2015 Nigel Paterson replaced the interim joint-general counsel (GC) team of Helen Grantham and Tim Morris, who had previously occupied the top legal positions at Dixons and Carphone Warehouse respectively after the two companies merged in 2014. The merger combines PC World, Currys and Carphone Warehouse stores, as well as various subsidiaries in Greece and the Nordics under a single company.
The success of the deal has come as a surprise to the market. ‘People were sceptical at the time,’ says Paterson. ‘There were headlines comparing it to two drunks propping up the bar, but our share price is one of best-performing stocks in the FTSE. We’ve been busted by the same winds as everyone else but we’ve disproved the doubters.’
The company has also made its first big move outside the UK. Following a pilot in the US, it has entered into a joint venture with Sprint, which will see it provide support to 500 Sprint stores.
Although the logistical and business integration of the two companies was well underway when Paterson joined, the integration of legal teams was proving more difficult and Paterson was brought in to meld the functions as an outsider not imbued with the culture of either side.
One partner who observed the process says Paterson has ‘done a fantastic job of managing a very difficult integration. Dixons and Carphone Warehouse were two very different businesses with two very different corporate cultures and approaches. The legal teams were almost diametrically opposed in their view of how to do things and having someone neutral come in and deal with the fallout and cultural aspects of the integration process was absolutely essential.’
Prior to his move to Dixons Carphone, Paterson was GC and manager of the governance and compliance at BT Consumer Legal and had been with the company since 2000. He trained at Linklaters and had previously served as legal counsel at ExxonMobil International.
Siobhan Moriarty: Global general counsel, Diageo
Team headcount: 140
Law firms used: Addleshaw Goddard, Pinsent Masons, Slaughter and May
Diageo’s Siobhan Moriarty has made a name for herself in the in-house community, both as an outstanding practitioner and a champion of gender diversity in executive roles. Currently half of the senior legal roles globally are held by women. Moriarty, alongside Diageo’s chief executive Ivan Menezes, is also a joint sponsor of the company’s diversity initiative and is actively involved in the inclusion agenda of the company’s Indian business.
Moriarty, who sits on Diageo’s executive committee, is cited for her leadership of the legal function across Europe, a role she stepped into in 2013 following her predecessor Tim Proctor’s retirement after 13 years as GC. She oversees a 140-strong legal team that deals with issues spanning M&A, intellectual property and antitrust work on an international scale.
Additional responsibilities include her leadership of Diageo’s ‘authenticity’ programme, which bids to drive better business performance through client relationships. And where in-house legal is often burdened with justifying its cost, the team has faced a turbulent period with three consecutive years of falling organic sales due to the company’s heavy investment in once-booming emerging markets that brought about a global internal restructuring.
Initially keen to forge a career at the Bar in Ireland, Moriarty instead pursued a career as a solicitor and spent seven years at Clifford Chance (CC). During her time at CC, she completed a secondment handling commercial work for a leading bank before moving to Guinness, which at the time was heavily immersed in merger negotiations with Grand Metropolitan, a deal which became the largest corporate merger on the London Stock Exchange and created Diageo.
This year sees Moriarty tasked with helping execute deals for Diageo’s growing business portfolio. Diageo is expected to approach Brown-Forman, the owner of the Jack Daniel’s and Southern Comfort brands, which is tipped as one of the next big takeover targets in the drinks industry.
Moriarty says the best training she ever received was the company’s leadership programme, a ten-month assignment to help employees identify their position with the ambition of the organisation. She says: ‘If people are connected you get a lot more discretionary effort and an exponential impact on performance. It means you’re getting the same challenges from a strategic and thoughtful perspective.’
Perspectives: Robert Ivens, head of legal, Marks and Spencer
What are the biggest challenges facing Marks and Spencer today?
Litigation and risk analysis and what steps you can take to stop it is the ongoing thing we’re looking at. There’s the old cliché about making legal teams appear as something other than a cost, but it’s something that I see big developments in when I look at the in-house space. If you look at the legal and regulatory environment you can see some interesting opportunities to examine claims and put together a business case for pursuing them. It’s a cost/benefit analysis.
Companies on the continent like Deutsche Bahn and Metro do this particularly well. For example, you look at follow-on damages for cartel cases – where you’ve overcharged customers – you look at the range of activities you were engaged in and ask to what extent you can recover claims under a more liberal regime. It’s important to do that as in-house lawyers because it allows us to come to the table and say we’re trying to make money.
What are other initiatives on your agenda?
We’re helping people to develop their skills into non-legal channels and I suspect that will be the case for years to come. We’ve got 30 people in the legal team, so our capacity to promote and add to somebody’s area of responsibility is limited.
For Generation Y there is a big career path, and as GC you have to try to address that. What can we do to encourage staff to bed in when we can’t just throw money at them or promote them? Learning and development are very important, and the question for us is what can we offer our lawyers internally that goes beyond the day job? We’ve got a learning and development tsar who looks at what we can leverage, internally and externally from firms. We also try to give people other skills – financial skills, negotiation skills – and a development plan for each lawyer.
'This allows us to come to the table and say we're trying to make money.'
What have been the main contributions the legal team has made to the company?
We’ve been part of getting M&S back in Europe. We’re in Paris, we’ve got a toehold in Belgium, and in Holland, as well as stores in Greece and Eastern Europe. So we’ve been going into all of these places and looking at the contractual side, the regulatory side, how to provide services to stores in central Paris and so on. The upshot is we’ve got some really good systems in place to do that now, so if we go into Spain we have an established model of how to approach it and knowledge embedded in legal that can help the company.
If we were going into a new territory we could use that knowledge, even for something as basic as contracts for supply of logistics. We would know the risk points and clauses already. All of the services agreements needed to open a store in a new territory are familiar to us now so the cost comes down each time. That’s a great example of how having a stable legal department can become a cost-saver over time and add value to a business.
What have been the big changes in the retail sector?
If I look back over the last three years and project forward then one growth area is sustainability. Every retailer will have its own sustainability policy now and it will periodically review to say that was planned on target.
What’s the one thing GCs typically get wrong?
The biggest danger is divorcing yourself from the organisation. It’s very easy to come up with the safe option on risk but you have to understand what the company wants to achieve to know what the appropriate risk assessment is. Being a proper lawyer and aligning yourself with [the] company’s interest is the biggest challenge any GC will face, but it’s also the essence of the job.
John Davidson: General counsel and corporate affairs director, SABMiller
Team headcount: 35
Law firms used: Allen & Overy, Cleary Gottlieb Steen & Hamilton, Herbert Smith Freehills, Hogan Lovells, Linklaters
The world’ second-largest brewer by revenue, London-listed SABMiller has come a long way since its foundation as South African Breweries in 1985 and, with Anheuser-Busch InBev’s pending £71bn takeover bid, it is set to enter a new phase in its development. Overseeing the legal operations of this brewing giant is John Davidson and his team of highly experienced corporate finance lawyers. Davidson is chiefly recognised for his achievements in building and managing one of the leading teams in the industry and for his work on a number of outstanding deals, not least the ongoing AB InBev transaction.
A highly-regarded corporate partner at Lovells for 15 years before joining SABMiller in 2006, Davidson is widely recognised as a standout individual by firms, and leads a well-regarded team containing lawyers such as senior M&A counsel James Down, who led the team on its largest corporate transaction of 2014, the company’s joint venture with Coca-Cola in November to form an African bottling operation worth $2.9bn (£1.9bn). Hogan Lovells corporate finance head, Andrew Pearson, says: ‘John has built up a really strong team – technically excellent, very well plugged into the global business and always a pleasure to work with.’
‘John Davidson is very well-liked,’ says Addleshaw Goddard partner Andrew Rosling. Davidson is also praised for his close work with business teams and his ability to handle extremely complex transactions.
Keith Hubber: General counsel and company secretary, John Lewis Partnership
Team headcount: 16
Law firms used: Burges Salmon, Dentons, Eversheds, Slaughter and May
Handling legal affairs at one of Britain’s largest retailers is no easy task. John Lewis Partnership, which owns retail chain John Lewis and supermarket chain Waitrose, employs over 90,000 people in the UK but is overseen by a team of just 16 full-time lawyers. Keith Hubber is responsible for all legal matters, including corporate governance and compliance at the two entities.
Hubber joined John Lewis as general counsel (GC) in February 2015, replacing interim director of legal services Alan Buchanan, who had taken on the role following the decision of company secretary and director of legal services Margaret Casely-Hayford to focus on her charity work at ActionAid UK in 2014.
Prior to joining John Lewis, Hubber was deputy GC at BG Group. He served as an officer in the Royal Navy before moving to Taylor Joynson Garrett in 1990.
Although Hubber has only been in the job for a short time he has already taken some important steps in making his mark on the legal team. Five months into the role he had reviewed and subsequently revised the team’s structure, dividing it into practice areas and moving lawyers closer to the various businesses within the partnership. He has since moved on to explore new ways of encouraging the legal team to interact with business by arranging on-site visits and getting them involved in wider business meetings.
Hubber’s other big contribution has been to complete a law firm panel review. Reflecting John Lewis’ slogan, ‘never knowingly undersold’, he has shed several providers to leave the legal team with a more competitive core of four regular firms that handle volume work and provide Hubber and his team with secondees.
Alistair Asher: General counsel, The Co-operative Group
Team headcount: 40
Law firms used: Addleshaw Goddard, Allen & Overy, Pinsent Masons, Weightmans
Having spent 34 years at Allen & Overy (A&O), veteran corporate partner Alistair Asher took just two days to clear his desk and inform clients he was taking on the general counsel (GC) role at The Co-operative Group in June 2013.
He first came into contact with the Co-op in spring 2013 after his A&O colleague Richard Slynn, Co-op’s relationship partner, asked that Asher have a look at the work he was doing on the group’s banking division. The team discovered a £1.5bn capital shortfall in the bank’s balance sheet and within weeks its former chief executive Euan Sutherland wanted Asher on his team as group GC and as a member of the society’s management executive committee. Asher took responsibility for a wide range of business activities, including the company secretary department and the 20% shareholding that the group held in the bank, since sold back to majority shareholder Unity Trust Bank in January giving the bank independence from the group.
Asher’s role at the Co-op has been one of saving the bank and working on a new strategy for the organisation going forward, including changing the corporate governance structure and establishing a new member council and a new board and executive.
In early March 2016 the group confirmed it is set to invest £75m into over 200 of its private-label lines, bringing annualised investment from the retailer to over £200m by the end of 2016.
Asher additionally oversees NOMA, a major property development project, in a joint venture with Hermes Real Estate, which features the redevelopment of 20 acres in the site around the Co-op’s headquarters in Manchester – an office, retail and residential development that has the backing of Manchester City Council. He also sits on the board of The Co-operative Insurance, which is still 100% owned by the group, and is chair of the board of The Co-operative Legal Services, the group’s legal services arm set up in 2006, which is split between London and Bristol.
Asher has support from a department of 40 lawyers, as well as the Co-op’s head of legal, Jim Tully, who was tasked with carrying out an informal review of the group’s panel firms last summer.
Paul Lister: Director of legal services and company secretary, Associated British Foods
Team headcount: 45
Law firms used: Allen & Overy, Herbert Smith Freehills, King & Wood Mallesons
Associated British Foods (ABF) has faced some public setbacks in recent years, but longstanding legal chief Paul Lister is praised for keeping the group’s reputation intact.
As the parent company of discount clothes chain Primark, ABF was forced to seek redress for reputational damage in 2011 after a BBC Panorama programme made allegations that Primark has used child labour in India. Lister spent three years working to repair the damage, including five court appeals, before the BBC was subsequently required to apologise and admit that a 45-second clip should not have been broadcast.
Further controversy was to follow Primark in 2013, when the Bangladesh-based Rana Plaza building collapsed due to a structural failure, killing an estimated 1,130 people. Lister took the lead on ensuring food and short-term compensation was given to all individuals in the building, not just those working for Primark, and further established a long-term compensation scheme for people working in the ABF supply chain.
He says: ‘How would I even have distinguished 600 people from 3,000 in the building? Tell someone you can’t have any money? You can label yourself as a GC and look at the law, but what’s the right thing to do? That’s right for the business too because you’re protecting the business as well.’
Dealing with such high-impact situations has made Lister one of the most highly-regarded GCs in the retail arena. Comments one admiring partner: ‘An incredibly charismatic guy who is in tune with the business. Sometimes you don’t notice that he is a lawyer because he is so in the thick of the business discussion.’ Another comments: ‘Paul knows everything about that business and is part of the decision-making, just not at a legal level; he has become crucial to its operations.’
Starting out as an articled clerk at Theodore Goddard in 1986, Lister moved in-house as a corporate lawyer at Guinness in 1994 before joining ABF in 2001. He runs a 45-strong lawyer team that makes a concerted effort to reduce costs, including in 2014 carrying out an analysis of the department’s spend to establish where savings are best made.
Adrian Morris: General counsel, Tesco
Team headcount: 220
Law firms used: Allen & Overy, Berwin Leighton Paisner, Freshfields Bruckhaus Deringer, Hill Dickinson, Squire Patton Boggs
Tesco has faced its fair share of controversy in the last two years but Adrian Morris is widely credited with helping to lead the retail giant’s fight back.
In 2014, the supermarket group, led by chief executive Dave Lewis, suspended four of its senior executives in response to an overestimation of its first-half profits by around £250m.
The overstatement was first discovered when a whistleblower alerted Morris on a Friday afternoon. Morris informed Lewis, who spent the weekend scrutinising the business. Drafting in Freshfields Bruckhaus Deringer and Deloitte to review the situation, the regulators soon followed, with the Serious Fraud Office and the Financial Conduct Authority announcing their own investigations. A shareholder claim was subsequently issued against Tesco over the estimated £263m black hole in the supermarket’s profits.
One private practice partner sums the situation up: ‘Adrian has been through the mill. He walked in when it was the biggest and best and he’s been fighting wars ever since. He’s also had to deal with the turnover of management. He’s key, because Tesco has such a big profile. He has had to deal with all the overseas sell-offs, deal with the investigations, deal with the change of management. I wouldn’t wish that on anyone but Adrian has steered the ship.’
Morris has since hired Diageo’s M&A counsel David Berry – himself tipped as a name to watch – to lead legal support for the UK and Republic of Ireland business as the company underwent a restructuring of the legal team following the exit of some of its lawyers.
Scandal aside, on the back of the supermarket opening fewer stores, Morris takes a strong view on driving efficiencies where he can and in 2014 streamlined the company’s roster of legal advisers for real estate. The move saw long-time adviser Berwin Leighton Paisner given the bulk of property work across England and Wales.
Sarah Nelson Smith: European legal director, KFC/Yum! Brands
Team headcount: Three (UK)
Law firms used: Burness Paull, Eversheds, Squire Patton Boggs, TLT, Whiting & Purches, Wright Hassall
Sarah Nelson Smith is European legal director at Kentucky Fried Chicken (KFC) and UK, Ireland and Iberia director at Yum! Brands, the Kentucky-based umbrella group that owns KFC, Pizza Hut and Taco Bell. Though the company has over a hundred lawyers globally, Nelson Smith relies on a team of just three lawyers to oversee more than 1,500 stores in the UK. One of her biggest achievements, according to Parmjit Singh, head of diversified industrials at Eversheds, has been to raise the profile of the legal team internally. Nelson Smith was formerly a member of the Pizza Hut management team and is considered an important member of the Yum! global legal team.
Shortly after she joined Yum! as legal counsel in 2011, one of the group’s core businesses, Pizza Hut, was split into restaurant and takeaway arms, calling on Nelson Smith to oversee legal matters relating to the sale of the restaurant division to private equity bidders. A year later she found herself promoted to the position of legal director. Her remit has grown significantly since then and touches on every aspect of business, from advising the company on its commercial strategy to overseeing M&A, dealing with franchisees, protecting IP and managing reputational risk.
In addition to her day-to-day advisory role she is responsible for monitoring and responding to the laws and regulations surrounding the fast food and restaurant industry in their various forms. Last year she met with the UK’s Independent Anti-Slavery Commissioner to discuss how the company could help the Modern Slavery Act 2015 deliver on its objectives.
Since she joined Yum! Brands in 2011, Nelson Smith reduced the number of firms advising the business to a core panel of nine before cutting this back to seven recently. She has also led on new initiatives for the company, including the recent trial of acquiring licences to sell alcohol from a number of Pizza Hut delivery stores. Trained at Freshfields Bruckhaus Deringer, she worked in the international arbitration practice of US firm Baker Botts, specialising in oil and gas disputes, before going in-house.
Nick Grant: General counsel, Sainsbury’s
Team headcount: 28
Law firms used: Addleshaw Goddard, Bond Dickinson, CMS Cameron McKenna, Croner, Dentons, DWF, Gowling WLG, King & Wood Mallesons, Linklaters, TLT, Shepherd and Wedderburn, Winckworth Sherwood
As general counsel (GC) of one of Europe’s largest supermarket chains with over 160,000 staff in the UK, Nick Grant has been among the senior figures helping it to survive in the fiercely competitive retail market. With changing preferences among UK shoppers and the rise of discount rivals, Grant and his team have had to be flexible in their thinking.
In June 2014 Grant helped oversee a joint venture between Sainsbury’s and Danish retailer Dansk Supermarked to bring the Netto brand to the UK high street. Grant and his team have since helped the company file a number of planning applications to open new Netto stores as part of its response to the increased competition. Grant has shown a similar flexibility in his approach to running the legal team’s initiative to split up the legal team and encourage it to interact with business more directly.
In his 11 years as GC at the supermarket chain, Grant has built a reputation for exploring new ideas, but those who have work with him are equally impressed by his ability to focus on the details. Andrew Rosling, a corporate partner at Addleshaw Goddard, describes Grant as a ‘supremely capable lawyer who always gets involved in the ins and outs of a deal while retaining a strong sense of the wider commercial challenges. He is the type of GC who will keep you on your toes by always asking why a matter is being approached in a certain way’.
Before joining Sainsbury’s, Grant was a criminal defence lawyer at Francis Taylor Building. After he was assigned to a case defending the supermarket he took up a six-month secondment with the legal team before joining the company permanently.
Chris Vaughan: General counsel and company secretary, Whitbread
Team headcount: Seven
Law firms used: Bird & Bird, Slaughter and May, Weightmans
Chris Vaughan became general counsel (GC) and company secretary at Whitbread, the UK’s largest hotel, restaurant and coffee shop operator, in September 2015, replacing Simon Barratt who retired from the position after 18 years. Vaughan was previously GC at infrastructure group Balfour Beatty, and has experienced quite a change since moving sectors. ‘I joined Balfour Beatty in 2007 when the company was going through a very significant agenda for acquisitions and, in my final months, was again facing lots of legal and organisational issues. Whitbread is a successful company with a strong team, so it’s a very different type of challenge.’
Vaughan: 'Legal should always play a role in driving the business forward and the way to do that isn't always just increasing headcount.'
The main challenge Vaughan has faced at Whitbread has been dealing with rapid growth. Whitbread has trebled in size over the last five years, mainly through investment in properties, and with Costa Coffee now the second-largest chain of coffee shops in the world, the pressure to find new ways of dealing with cross-border legal issues is mounting.
Vaughan works with a small team of seven lawyers worldwide and while he is looking to grow the legal team a little, particularly in Whitbread’s international growth markets, his focus will remain on running a lean operation. It is a philosophy he applies when selecting external advisers.
‘Legal should always play a role in driving the business forward and the way to do that isn’t always just increasing headcount,’ he comments. ‘If we have to constantly find new and more efficient ways of doing things, then our advisers should too. I have a very deep passion for pushing alternative methods of billing and making firms change their ways.’
For further analysis, see: GC Powerlist 2016