Technology, Media and Telecoms
08 April 2016 09:00
by Legal Business
Dan Fitz: General counsel and company secretary, BT
Team headcount: 440
Law firms used: Bird & Bird, CMS Cameron McKenna, Freshfields Bruckhaus Deringer; also uses alternative providers Obelisk Legal Support, Axiom, Halebury and SSQ Interim Solutions
Widely commended for promoting the in-house legal role beyond its image as a support function, general counsel (GC) Dan Fitz has overseen great change during his six-year tenure at the telecoms giant.
He joined the company as group GC in 2010 from financial services software provider Misys. Under his watch, the team at BT has become one of the first in-house legal departments to obtain an alternative business structure licence and launch its successful legal process outsourcing venture. As a result, commercial external legal spend has dropped by 90% since 2010.
He also began a wide-reaching strategic review in November 2015, which will look at how legal could change its internal structure to bring its lawyers closer to the business, and has also been preparing for its current panel review. All this amid BT’s high-profile £12.5bn acquisition of Britain’s largest mobile network group EE, from Deutsche Telekom and Orange, a deal that will involve BT consolidating its back-offices and making savings on procurement, marketing and sales costs. Fitz’s alternative approach to managing spend has seen BT operate a tiered approach to its external advisers, with a regional network of preferred suppliers comprising Axiom, Obelisk Legal Support, Halebury and Shilton Sharpe Quarry’s Interim Solutions. He can also call on a deep bench of senior lawyers internally, including chief operating officer and director of compliance and ethics, Gareth Tipton, and GC for UK commercial legal services, Chris Fowler.
Away from legal work, Fitz oversaw the creation of a coaching and mentoring accreditation scheme for senior lawyers in 2014 to help with career development. Your Voice is a forum that comprises representative lawyers from across all of the regions in which BT operates and communicates issues to the BT leadership team. Flexible working and gender diversity are also high on Fitz’s agenda: the team offers flexible working as a matter of course and boasts a notable number of women in senior transactional and commercial roles.
James Conyers: General counsel, BSkyB
Team headcount: 120 lawyers
Law firms used: Allen & Overy, Clifford Chance, Herbert Smith Freehills, Olswang, Reed Smith
The highly-regarded James Conyers has enjoyed a steady rise to the top legal role at the satellite broadcaster. He joined Sky’s legal department in 1993, becoming deputy head of legal and business affairs in 1998 and head of legal and business affairs in 2005. Today, the company secretary and five directors of legal report to him.
Conyers cites the team’s handling of the company’s high-profile £7.4bn buyout of European sister companies Sky Deutschland and Sky Italia from 21st Century Fox as the most significant matter handled by the team in recent years. The deal, which was cleared by EU antitrust authorities in September 2014, created a pan-European business with 20 million customers and combined revenues of over £11bn. Conyers led the team comprising deputy GC Andrew Middleton and principal legal adviser Sianne Walsh, and longstanding main external adviser Herbert Smith Freehills.
In the battle for market share, Conyers notes it is important to ‘keep ahead as far as we can – and keep up with the sheer pace of innovation in the market we operate. There’s no single big bang moment – it’s across the piece. There is a lot of change. We’re stepping into that and embracing it, and making sure that we stay competitive.’
Conyers, like many legal chiefs in the TMT sector, also references increased regulation. Watchdog Ofcom is currently in the early stages of its strategic review of digital communications, something which Conyers says his team is ‘very focused on’.
In 2014 Ofcom published a consultation as part of its review of the pay TV ‘wholesale must-offer’ remedy, which applied to Sky Sports 1 and 2, meaning Conyers was required to lead a strategic review of digital communications. In November 2015 the team welcomed Ofcom’s decision to remove the regulation requiring Sky to offer Sky Sports 1 and 2 on a wholesale basis, as the company now widely supplies these channels to other pay TV providers on commercial terms. ‘That was [a] significant change for us,’ he says.
This year, Conyers will focus on Sky’s plans to launch a mobile phone service in partnership with O2’s Spanish parent, Telefónica. The deal brings the company into the arena for a highly-prized ‘quad play’, adding mobile to its existing services of internet, landline and TV.
Angus McBride: General counsel, News UK
Team headcount: 30
Law firms used: Allen & Overy, Arnold & Porter, Linklaters, Osborne Clarke
A new entrant to the in-house community, high-profile litigator Angus McBride joined Rupert Murdoch-owned media giant News UK as general counsel (GC) in January, just five months after the company re-hired former Sun editor Rebekah Brooks, who McBride represented during the phone-hacking trial of 2014, as chief executive.
The ‘first class’ McBride joined the company in April 2016 from Kingsley Napley and is now serving as a member of the executive team. He succeeded Emma Moloney, who departed at the start of the year.
While at Kingsley Napley, other high-profile clients for McBride included former army intelligence officers in Lord Stevens’ investigation into collusion in Northern Ireland between loyalist paramilitaries and state security forces, and the chief executive of Innospec following an investigation by the Serious Fraud Office into international corruption.
Publisher of The Sun, The Times, and The Sunday Times, News UK drafted McBride in as part of a management overhaul at News UK following Brooks’ return as chief executive in September, while three top executives, chief operating officer Chris Taylor, director of corporate affairs Guto Harri and business intelligence director Andrew Day, departed. McBride is a rare breed among GCs for his background in criminal, rather than civil law.
McBride is already handling the fall-out from a front page story in The Sun in March with the headline, ‘Queen backs Brexit’. Buckingham Place took the unusual step of complaining to press regulator IPSO about the story.
'I totally admire Rosemary.'
Rosemary Martin: Group general counsel and company secretary, Vodafone
Team headcount: 350 lawyers
Law firms used: DLA Piper, Herbert Smith Freehills, Hogan Lovells, Linklaters, Norton Rose Fulbright, Olswang, Slaughter and May; also alternative providers Axiom, Riverview Law and Obelisk Legal Support
Rosemary Martin is widely cited as one of the outstanding figures in the global legal industry, a reputation that saw her named Lawyer of the Year at the 2015 Legal Business Awards and attract multiple nominations from general counsel (GC) peers and private practice lawyers alike as an obvious candidate for the 2016 GC Powerlist.
Martin has diligently led a 350-lawyer team across 26 jurisdictions, helping execute major cross-border deal work for the company, all against growing pressures to create greater cost efficiencies for the legal division while meeting a toughening regulatory landscape in the telecoms market.
After making partner at City firm Rowe & Maw in 1989, in 1997 she joined Reuters, where she launched its first-ever formal review of external legal advisers and opted to employ local law firms alongside the Magic Circle to get better rates for the business.
Since joining Vodafone in 2010, Martin has fundamentally reshaped the approach to in-house management of panels, cutting Vodafone’s panel roster from 30 to ten and formalising a relationship with alternative legal services supplier Axiom to support the company’s Luxembourg-based procurement division. Vodafone also regularly instructs other alternative providers Riverview and Obelisk Legal Support.
Other innovative moves under Martin’s leadership include Vodafone’s deal with the legal process outsourcing arm of Indian law firm Qui Prior Law Associates in 2013.
Martin is a fan of fixed fees and expects a host of value-adds, including a clear demonstration of gender diversity by firms to gain a coveted panel spot. She has been particularly vocal about diversity and in 2015 called for the introduction of quotas for senior female roles through a change in legislation.
Says Kingfisher GC Clare Wardle: ‘I totally admire her for dragging her partners in and telling them to explain their diversity programmes.’
A known deal junkie, two game-changing transactions under Martin’s leadership include the $130bn disposal of its stake in Verizon Wireless in 2013, one of the largest corporate transactions in history; and the £6.6bn acquisition of German TV firm Kabel Deutschland. These deals came as Vodafone was still bedding down its £1bn takeover of Cable & Wireless Worldwide in 2012.
A confident speaker, Martin has proved one of the most effective figures at positioning the GC in the wider business community. The consummate all-rounder.
Bjarne Tellmann: General counsel and senior vice president, Pearson
Team headcount: 183
Law firms used: Charles Russell Speechlys, DLA Piper, DWF, Fieldfisher, Freshfields Bruckhaus Deringer, Herbert Smith Freehills, Kemp Little, Pinsent Masons
New York-based Bjarne Tellmann joined FTSE 100 multinational publishing and education company Pearson as general counsel (GC) in 2014. Although he was taking over the top legal role at the largest education company and book publisher in the world, employing 40,000 staff in more than 70 countries, Tellmann found he had a lot of work to do before the in-house team matched his vision for how it should serve the business. In the two years since, Tellmann has redesigned the legal function, introduced new technology and significantly reduced legal spend.
He joined Pearson as it was starting to centralise its core business functions. For Tellmann, this meant gathering together the lawyers employed by the company globally into a unified team with a common budget. Despite the physical distances involved between the company’s various lawyers, Tellmann began his time as GC by communicating a set of shared global risks his team could help address. He then set about cutting $7m from the legal spend over the next year and a half by introducing billing guidelines and preventing non-legal staff from approaching outside counsel. A second strand of this cost-cutting saw Tellmann introduce new IT to help manage contracts and track IP claims and other disputes.
Tellmann has an unusual background for a GC and senior vice president at one of the world’s largest companies: he trained as an actor in Norway and worked on a number of films before studying theatre at Boston University. A growing interest in politics and economics led him to take a graduate degree at the London School of Economics before moving into law. Before joining Pearson, he held a number of positions at Coca-Cola’s various global offices.
Andrea Harris: Group chief counsel, WPP
Team headcount: 17
Law firms used: Allen & Overy, Bristows, Davis & Gilbert, Squire Patton Boggs
Acting as strategic adviser to the largest marketing services company in the world is not an easy task. For the last 19 years Andrea Harris, group chief counsel at WPP, has done just that. An M&A lawyer by training, Harris fits in well at WPP, the most prolific acquirer in the marketing industry globally and one of the most acquisitive companies in the FTSE, completing over 100 deals in the past two years.
With a team of 12 lawyers in the UK and five in New York, Harris is not only expected to keep up with WPP’s rapid expansion but to advise on the big changes affecting the industry. WPP chief executive Martin Sorrell has recently spoken about the geopolitical events that could impact the industry, but for the company’s lawyers cyber security and data risk are just as pressing concerns.
Last year the Court of Justice of the European Union determined that ‘safe harbour’ laws allowing for the transfer of EU citizens’ data to the US were no longer valid. In the absence of safe harbour, a lot of companies are turning to EU-modelled clause agreements, but Harris is looking further ahead to new EU data protection regulations due to come into force in 2018. These laws will provide a new definition of what data is and give far greater power to consumers wishing to exercise control over how their personal data is used, creating significant challenges for both WPP and its clients.
‘Everyone wants to be able to use data appropriately and in a compliant fashion,’ says Harris, ‘but you don’t want to be more cautious than necessary because data is a key part of market drive.’
The advertising industry is facing other challenges, particularly the risks that arise from market convergence and new competitors, with Big Four accountants acquiring advertising agencies and looking to take a share of the business. For Harris, however, it is M&A work that has provided her with the greatest satisfaction. In December 2015 WPP merged its Australian and New Zealand businesses with STW Communications Group, a company in which it had held a longstanding interest in through a number of joint ventures. The deal was very important to WPP for a number of reasons but it was also a personal highlight for Harris, who worked on the early STW joint ventures when she first joined the company nearly 20 years ago.
Edward Smith: General counsel, Telefónica UK
Team headcount: 33 lawyers
Law firms used: Ashurst, Baker & McKenzie, DAC Beachcroft, DLA Piper, Freshfields Bruckhaus Deringer, Herbert Smith Freehills, Pinsent Masons, Shoosmiths, Simmons & Simmons
Telefónica’s high-profile general counsel Edward Smith is characterised by peers as a leader who encourages his team to chase experiences within a business beyond traditional in-house counsel roles.
'Ed has a striking ability to cut straight through the issues that matter.'
The former Freshfields Bruckhaus Deringer lawyer has established a reputation as an innovative thinker within the in-house legal community and prefers to invest in the development of his 33-strong lawyer team where possible rather than outsource strategic work to outside counsel.
During his tenure Smith established a strategy whereby each legal team head was appointed a ‘dancing partner’ on Telefónica’s board to embed themselves with leadership teams and subsequently gain greater knowledge of the business. Having taken over the role in 2011 following a reorganisation of the Spanish giant’s UK and European operations, he has further managed a major feat for the company in making hefty savings of 66% (totalling £2.9m) on external legal spend since 2012.
Last year saw Smith handle issues surrounding a proposed acquisition of Telefónica’s O2 by telecoms giant BT, which went on to acquire mobile network group EE for £12.5bn, while at the same time ‘keeping his team motivated and positive’.
Other major mandates have included handling network deals for the first Amazon smartphone; responding to and shaping Ofcom’s proposed guidance on mid-contract price rises, which related to the business’s ability to levy annual RPI increases to monthly subscriptions; and ongoing work for the UK government’s £1.2bn procurement involving the emergency services network.
One private practice recommendation says: ‘Ed has a striking ability to cut straight through the issues to land on points that really matter. He encourages his team to do the same and the result is a very business focused and results-orientated legal function. He also has great communication skills – he finds commonality with everyone.’
Sarah Jones: Group general counsel, BBC
Team headcount: 75
Law firms used: Baker & McKenzie, Fieldfisher, Herbert Smith Freehills, Hogan Lovells, King & Wood Mallesons, Olswang, Reed Smith
Former Allen & Overy (A&O) lawyer Sarah Jones joined the BBC in 1996 as head of litigation and IP before taking the top role as general counsel (GC) in 2012 and is described by one private practice partner as having ‘certainly geared up the legal team’. The division comprises the GC’s office, workplace and information rights, commercial legal, IP legal, the editorial legal group (comprising litigation and programme legal advice) and employment.
Previously a lawyer at A&O for eight years, Jones and the legal team sit alongside producers, serving as a ‘work-alongside’ function rather than compliance, and have previously worked on Panorama investigations including Nike, G4 and FIFA. The legal team also deal with reporting challenges to make it possible to report news about court cases that otherwise wouldn’t make it through and Jones also worked alongside the legal team on the Dame Janet Smith’s review for the last three years.
After winning praise for its coverage of the 2012 London Olympics, this year’s summer games in Rio de Janeiro, followed by Tokyo in 2020, will remain with the BBC as the sole rights holder as agreed with the International Olympic Committee. However, its sports portfolio has come under pressure as competition in the sector intensifies with broadcasters battling for TV rights, and in 2015 it suffered a major setback after losing its title as sole rights holder for the Olympic Games when Discovery, owner of Eurosport, signed a £920m pan-European deal for exclusive rights from 2022 onwards.
Troubles aside, under Jones’ leadership the broadcaster has become known for mentoring young lawyers and in 2014 recruited three legal services apprentices for its London-based legal department. With a mandate to complete the Advanced Apprenticeship in Legal Services, the apprentices are offered experience working in the rights and business affairs teams within the BBC.
James Blendis: General counsel and company secretary, Everything Everywhere (EE)
Team headcount: 50
Law firms and chambers used: 4 Pump Court, Addleshaw Goddard, Bird & Bird, Clifford Chance, DAC Beachcroft, Essex Court Chambers, Fieldfisher, King & Wood Mallesons, Monckton Chambers, Osborne Clarke, Slaughter and May
One of the UK’s most high-profile general counsel (GCs), James Blendis has recently become synonymous with the biggest telecoms deal of 2015, EE’s £12.5bn takeover by telecoms giant BT. With the acquisition gaining regulatory approval in January, Blendis has kept his title as GC and company secretary and continues to report to EE chief executive Marc Allera, with the intention of largely maintaining his legal team as a separate operation.
Blendis has, however, integrated certain legal functions, particularly those that operate across BT’s lines of business, including employment, legal affairs, litigation, and certain security capabilities.
The newly implemented structure means EE is now retained as a wholly-owned subsidiary of BT. EE retains its status and operates as a separate mobile division of BT.
For Blendis, the hallmarks of a good GC mean ‘staying in touch with [the] strategic direction’ of the business while ‘understanding the dynamics of your team so they feel they’ve got careers’. Blendis was appointed GC of EE, the merged company of Orange and T-Mobile, in 2010 having previously been GC of T-Mobile UK for six years. Today he oversees a 100-strong team comprising 50 lawyers equipped to handle myriad contentious matters, including a government liaison team that provides services to police and security agencies for the purposes of monitoring and call-recording provisions.
With risk and compliance high on the agenda Blendis has – during the various incarnations of EE over the years – forged a reputation for effective management of contentious scenarios.
Blendis was drawn into the UK phone-hacking scandal in 2012 and called to appear as a witness in the Leveson inquiry to represent the business on phone security. He further gave evidence in front of the Home Affairs committee over the likelihood of customers being victims of hacking. Recalling the experience, he says: ‘It needed careful handling, it was serious for our reputation.’
Recently he has been more heavily involved in EE’s strategic direction, and led the legal support for the launch of the UK’s first 4G mobile network, against years of delays from regulatory challenges. And as the battle for market share over on-demand television intensifies, Blendis oversaw the company’s launch of EE TV in 2014.
Marcus Lee: General counsel, Channel 5
Team headcount: 18
Law firms used: DLA Piper, Olswang, Rosenblatt
With a lengthy career in media law behind him, Channel 5’s legal chief Marcus Lee has always been attracted to the commercial challenges afforded by the in-house role. He left private practice in 2002, taking a job as a legal assistant at London-based Showtime, a subsidiary of Viacom – the US media giant that acquired Channel 5 from Northern & Shell Media Group for £450m in 2014. Lee stayed within Viacom for a further three years as European counsel at Paramount Home Entertainment, before joining Northern & Shell’s print division as a group legal adviser for Express Newspapers. When the British publishing and television group bought Channel 5 in 2010, Lee was drafted in from the beginning as general counsel (GC).
Since Lee inherited the team in 2010, headcount has grown to 18 members as the business expanded. A significant development for Lee was the creation of Five Productions, which means the broadcaster is now creating its own content, as well as licensing from independent producers or major US studios. Major transactional work has included the purchase of the widely anticipated Batman prequel Gotham from Warner Bros and, with Channel 5 having grown from six platforms to 22, bread-and-butter work for Lee will be production agreements with independent film companies and acquisition agreements with studios, as well as managing talent agreements, location agreements and clearances.
Lee’s role also involves managing the balance between regulatory compliance and controversial, creative programming. Lee and his team remain on call 24/7 and work closely with production company Endemol on participant agreements.
And as the distinction between production and broadcasting becomes blurred, the broadcaster will in the future be fighting to stay on top in a fiercely competitive sector.
Claire Chapman: General counsel and company secretary, Daily Mail and General Trust
Team headcount: 16
Law firms used: RPC, Slaughter and May
Home to the Daily Mail, Metro and Mail Online, media giant Daily Mail and General Trust (DMGT) has seen the transformation of its legal division thanks to general counsel and company secretary Claire Chapman. DMGT appointed Chapman as its first-ever legal executive as part of an internal legal restructure in 2012. A major advocate for mentoring both within her teams and with external counsel, Chapman feels very strongly that those already well established in the profession have a role to play and is considered a ‘hugely popular presenter’ on the issue.
In four years Chapman has ‘worked tirelessly’ to establish risk-orientated programmes for the business ‘designed to preserve the individuality of various DMGT legal teams and ensuring they have access to cross-sector best practice’, according to one recommendation. Chapman manages the legal departments across DMGT’s divisions in the UK and overseas, including regional newspaper business Northcliffe Media, Euromoney Institutional Investor, and Mail and Metro publisher, Associated Newspapers. Responsible for legal and regulatory matters at DMGT’s headquarters, she advises on M&A programmes, contracts, corporate projects, effective governance and board management. She leads the group’s governance, risk and compliance network and chairs its corporate responsibility committee.
Chapman has further made her mark by guiding the company through major M&A deals, including property website Zoopla’s £1bn initial public offering on the London Stock Exchange in 2014 (DMGT was a majority shareholder); and the £220m disposal of regional news publisher Local World to Trinity Mirror in 2015.
A former Freshfields Bruckhaus Deringer lawyer, Chapman’s previous experience in-house has included senior roles at Reuters and international automotive distributor, Inchcape.
One nominator comments: ‘Claire invests a huge amount of time in personal relationships at all levels. This fosters an in-depth understanding of the drivers affecting DMGT together with a genuine enthusiasm within the teams which serve her and the business.’
Perspectives: Sarah Jones, group general counsel, BBC
How do you compare your early career to now?
I worked for Allen & Overy for eight years. At that time, people were not as highly specialised so I did lots of media, commercial and public law litigation and gained broad experience, working for tabloids and broadsheets. I then moved in-house to become head of litigation at the BBC all those years ago and became responsible for IP and employment. When my old boss left four years ago, I applied and got the job. I’m very proud of the way in which we respond to a wide range of challenges in disparate areas. One of the BBC’s main strategic targets is to produce diverse and compelling content. We have a team of lawyers who work alongside our journalists and content producers to try to deliver that day in and day out. We support investigative journalism – for me that’s an ongoing and enduring piece of work.
What is an average day for the BBC legal team?
The majority of the work is sitting alongside producers – it’s not a compliance function, it’s a ‘work-alongside’ function. For example, Panorama’s gestation period is quite considerable. When we worked on Panorama’s investigations on FIFA, Nike, and G4, we would work alongside the journalists, taking into account legal risk. It’s an iterative process – us going backwards and forwards, and they will ask: ‘What do you think of that?’ Equally, we deal with reporting challenges to make it possible to report news about court cases that otherwise wouldn’t make it through. I also have to reference the work the litigation team does after the event and deal with investigations. As for the Dame Janet Smith Review [the independent review of the culture and practices of the BBC during the years that Jimmy Savile worked at the BBC], I worked alongside the team for the last three years representing the BBC.
Should GCs make a point of mentoring junior members of the team?
Mentoring isn’t the issue. Creating an environment in which you identify potential and support is essential. It can’t just be about taking the fully fledged article. You lose too much talent if you do that. You have to have an environment for people to learn.
'God said to Noah: "I didn't ask for the weather forecast, I asked for the Ark." If you can't deliver the objectives, you shouldn't be doing the job.'
Do GCs naturally sit in the c-suite?
Your job is to identify what the objectives are for the company and deliver them in a way which is consistent with good principles. God said to Noah: ‘I didn’t ask for the weather forecast, I asked for the Ark.’ The role of the in-house team has developed beyond recognition from where it was ten years ago. It’s much more closely aligned with the business and if you can’t deliver the objectives, you shouldn’t be doing the job.
What do you think the remit of the GC role will be in the future?
We’re going to see an increase in non-lawyers’ contribution to the legal role and an interesting shift in the market with accountancy firms moving into the legal professional field. But there will always be a place for the highly-qualified, capable, external legal adviser in particular and internal legal adviser.
What is the future of the telecoms industry?
In broadcast terms, it’s the number of platforms content can be placed on; the integration between distribution, sales and production; and the huge number of producers competing in the field – Netflix and Amazon, for example. It’s an absolutely fascinating time to be working in broadcasting. This year I’ll be making sure we can retain talent in order to produce content that makes the BBC loved.
What’s your biggest law firm gripe?
Doing unnecessary work which increases opportunity minimally and reduces risk minimally. All of the BBC’s external law firms know a relationship of trust is the single most important factor.
You are a supporter of sharing ideas. Tell us about that.
Sharing information and knowledge from elsewhere is absolutely vital. I personally attend a lot of media forums, whether it’s the Westminster Policy Forum, the Television Lawyers Forum or the Media Lawyers Association. You’ve got to get out there, otherwise you don’t know what’s going on.
Which GCs do you admire?
I’ve got huge admiration for Gill Phillips at The Guardian. She’s one of the finest programme lawyers I know.
Don’t overspecialise. A lot of your role is identifying legal opportunities and knowing risk. You’re better placed to do that with a broad background and then you can bring in the specialist to help you!
What is your favourite BBC show?
The Night Manager.
Sarah Davis: Group commercial legal director, Guardian Media Group
Team headcount: Five
Law firms used: Bristows, Cooley, Freshfields Bruckhaus Deringer, Greenberg Traurig, Olswang
When former CIA employee Edward Snowden disclosed classified information from the US National Security Agency on mass surveillance and government secrecy in 2013, The Guardian was among the newspapers to cover the leaks. The events that followed – pressure on the newspaper from the British government, the arrest of David Miranda, partner of Guardian US columnist Glenn Greenwald, at Heathrow airport, the destruction of computer hard drives containing copies of some secret files, the newspaper’s then editor, Alan Rusbridger, being asked whether he loved his country before a Home Affairs select committee – were so unusual that the Guardian Media Group’s commercial legal director, Sarah Davis, later met with film producer Harvey Weinstein to discuss a potential film deal over the affair.
The Snowden story was one of the most spectacular episodes in modern journalism, but for Davis and the legal team the main challenge was to keep calm and make sure proper processes were followed to avoid any potential corporate liability. Davis had been exposed to the challenges of media controversy early in her career. In 1995 a dispute over the 1989 British film, Visions of Ecstasy, which had been refused certification by the British Board of Film Classification, was taken to the European Court of Human Rights in Strasbourg. Davis, who had just finished her traineeship and was working as a solicitor at the law firm Stephens Innocent, was handed her first big case.
Davis’ role at Guardian Media Group is wide-ranging and covers everything from international corporate M&A to IP and licensing, though she thinks this is consistent with the professional trajectory of in-house counsel more generally. ‘The remit and perception of in-house lawyers has changed beyond recognition’, says Davis. ‘A successful in-house team is not just an adjunct in your system, it is a core part of the organisation and has the advantage of being so [central] to many things that it can act as the connective tissue.’
Davis joined The Guardian in 2001 as a commercial lawyer and has been the Guardian Media Group’s commercial legal director since 2010.
'The demand for content is growing exponentially. If you want to be front and centre of the new revolution you've got to keep pace with that.'
Andrew Garard: Group legal director and company secretary, ITV
Team headcount: 87
Law firms used: Charles Russell Speechlys, DLA Piper, Hogan Lovells, Olswang, Reed Smith, Slaughter and May, Squire Patton Boggs, Wiggin
ITV’s Andrew Garard is frequently held up by peers and private practice partners as the epitome of a business-savvy general counsel (GC). As legal leader of the broadcaster since 2008, he serves in a wide-ranging role dealing with legal, risk, regulatory, compliance and sits as an executive board member.
For Garard, managing expectations of external counsel is a high priority, with ITV becoming one of the first major clients in the UK to champion a move away from hourly billing in 2008. Garard has also rolled out an initiative, alongside head of legal Barry Matthews, to embed its panel firms in the fabric of the organisation by involving them in a programme of training and development with its lawyers, and launched a social mobility plan involving private practice pairings with Microsoft, Yahoo! and MTV.
In 2015 he launched a panel review to extend its roster of eight law firms by four. For the first time, the panel was expanded to include more of an international element, with local firms in countries such as the Netherlands – where the British company recently acquired Talpa Media – among the new additions.
‘Every company is still looking at its cost base, quite intensively,’ says Garard. ‘That leads to consideration of what you keep in-house and what you release to the outside world – therein lies the value in what you do.’
Trained at Freshfields, Garard forged his career in-house during the 1990s as GC and company secretary at Reuters, where his roles included global head of legal based in the UK and Asia GC based in Hong Kong. Prior to joining ITV Garard was GC and company secretary at Cable & Wireless, where he was responsible for global legal, regulatory, compliance and insurance affairs, and briefly a partner at LeBoeuf, Lamb, Greene & MacRae.
And having spent eight years at ITV where the media and telecoms sector has witnessed the explosion of social media, Garard predicts continued growth of global media giants as corporates tussle for market share. He says: ‘Most of the companies have worked out that one way of differentiating their offering is having unique content. There are increasingly limited places to get that. Big media companies keep getting bigger – it’s a deal frenzy. The demand for content is growing exponentially. People are watching more content, are glued to their device and finding new ways to occupy their commuting time. If you want to be front and centre of the new revolution you’ve got to keep pace [with] that.’
High on Garard’s agenda is dealing with the toughening regulatory landscape accompanying such unprecedented growth. With ITV the most heavily regulated broadcaster in the UK, Garard predicts the company is facing more scrutiny coming down the line from Brussels and Westminster over advertising high sugar foods before the watershed.
Priscilla Hughes: Senior vice president and general counsel Europe and Asia, Thomson Reuters
Team headcount: 24 (UK)
Law firms used: Allen & Overy, Burges Salmon, Kemp Little, Linklaters, Mayer Brown
Brooklyn-bred Priscilla Hughes is senior vice president and general counsel (GC) for Europe and Asia, where she also assumes global responsibility for M&A transactions.
Major matters she has overseen include the business information group’s 2013 acquisition of Practical Law Company, a UK-based legal publisher which has more than 750 employees across its operations in London and New York that is now part of Thomson Reuters’ legal product portfolio as well as the company’s entry into the legal process outsourcing market in 2010 with the acquisition of outsourcing firm Pangea3.
In addition to managing complex M&A transactions, Hughes is highly regarded for her expertise in strategic alliances, public offerings, and debt and equity financings, and in the areas of intellectual property and securities regulation.
Hughes worked hard to forge her legal career: she was accepted into Fordham University’s law programme and attended part time while working at law firm Weil, Gotshal & Manges, giving her a taste for corporate law. Thereafter she was recruited by Shearman & Sterling, where she spent a decade cutting her teeth on corporate deals before taking partnership at Morrison & Foerster, where she eventually took the role of M&A co-head. In 2005 her client, Canada-based Thomson Financial, offered her an in-house role following which the company underwent a dramatic transformation and merged with Reuters. Hughes initially took the role of GC for the Americas for the newly-globalised company and in 2012 assumed the management of M&A transactions under her remit.
For Hughes, these days it is less about driving deals as the company has cut down significantly on acquisitions in favour of organic growth, spending just $37m on M&A in 2015 compared to around $950m between 2009 and 2013.
Based in London, Hughes is also known to be an advocate for gender diversity, and she and her team previously introduced a company-led programme to sponsor and help women train as solicitors in collaboration with the Lord Mayor’s Trust.
Mine Hifzi: Chief legal officer, Virgin Media
Team headcount: 30
Law firms used: Allen & Overy, Bird & Bird, Bond Dickinson, Burges Salmon, Dentons, Harbottle & Lewis, Herbert Smith Freehills, Macfarlanes
Described as ‘hard-working,’ and ‘hugely supportive’, Mine Hifzi took over the general counsel (GC) role at Virgin Media in 2014, after it completed an overhaul of its executive following a £15bn acquisition by Liberty Global.
Hifzi was previously senior vice president of commercial and legal affairs for Scripps Networks Interactive, where she held a combined business development, commercial strategy and legal role. She also spent 14 years heading up the international legal and government affairs team at Discovery Communications, and prior to that worked in senior positions at Turner Broadcasting System Europe and United International Pictures.
As GC, Hifzi reports directly to chief executive Tom Mockridge on Virgin Media’s executive board. She leads the 30-strong legal team in dealing with all matters relating to the UK business and certain areas of the overseas business. A complete overhaul of the team followed the Liberty acquisition, with Hifzi credited for boosting morale while ensuring the business received the high-quality and responsive support that it needed.
Says one partner in private practice: ‘She recognises that in order for team members to successfully partner with the business, they need to be aligned and treat the business as if they’re a part of it. She encourages lawyers to get involved in critical matters from an early stage – the result is lawyers have an opportunity to make a real difference.’
There are a range of challenges faced by Hifzi and her legal team this year. In February the company revealed a 38% surge in annual profits thanks to record customer growth, just weeks after announcing around 900 jobs were under threat. The company also enjoyed a surge in broadband customer numbers, which offset high numbers of TV subscribers leaving following a recent price rise.
Virgin Media also added more than 250,000 homes and businesses to its cable network under its £3bn Project Lightning investment to deliver ultra-fast broadband across the UK and Ireland. The group plans to expand its network reach by four million to 17 million by the end of 2019.
'My role is less about the law and more about tactics.'
Nilema Bhakta-Jones: Group legal director, Ascential
Team headcount: Four
Law firms used: DLA Piper, Fried, Frank, Harris, Shriver & Jacobson, Norton Rose Fulbright, Olswang, Travers Smith
With its February listing, Ascential – formerly Top Right Group – has come full circle on a journey it started in 2008 when its predecessor Emap delisted from the London Stock Exchange. Nilema Bhakta-Jones, group legal director at Ascential, has been with the company for this entire journey, accompanying it under the leadership of three different chief executives and two significant reorganisations.
Bhakta-Jones joined Emap – which owned some of the UK’s best-known radio stations and consumer magazines – in February 2007 on a six-month maternity leave cover. By the end of her tenure, she was group legal director helping to oversee the process of breaking the company into independent operating entities. This delisting and divestment was Bhakta-Jones’ first-ever M&A transaction and was conducted with her as sole in-house counsel.
The London-headquartered business publisher and events company has gone through a number of product launches since that time and now sells into 150 countries and operates 14 offices worldwide. Ascential’s listing has led Bhakta-Jones to face a lot of new issues. ‘Transferring into a plc world is always a challenge,’ she says, ‘but the fact that we already operated a compliance and risk programme, which you wouldn’t necessarily operate as a private company, made it a lot easier. We are investing to bring us up to plc standard, but we are comfortable that we are managing legal risk symbiotically with the business’s growth.’
Bhakta-Jones also acts as general counsel (GC) to Ascential subsidiary business Cannes Lions, which hosts the advertising industry’s largest festival each year, and oversees the GCs embedded within Ascential’s other three divisions: events business i2i; fashion trends forecasting business WGSN; and magazines division Plexus.
‘The GCs report directly to business but it’s important that I am involved in the most difficult stuff across any of our subsidiaries, whether that’s so I can work with the board or help with horizon scanning for the company as a whole. My role is less about law and more about tactics and strategy or getting the management comfortable with a particular approach.’
'We are moving into more legal skills, not less.'
Claire Carless: UK general counsel and company secretary, Siemens
Team headcount: 70
Law firms used: Eversheds (UK panel), Osborne Clarke, Reed Smith
When Stephenson Harwood-trained Claire Carless joined Siemens in 2012 from Vodafone as its new general counsel, she had big shoes to fill succeeding longstanding legal chief Gerard Gent, who had been in the role for 16 years.
No stranger to the in-house legal community, Carless had already served as commercial legal director at Vodafone for two years, where she was responsible for a team of 50 lawyers across five jurisdictions. Prior to this, she spent eight years at National Power, managing all legal and process aspects of the de-merger of the company’s international division to create International Power in 2000.
At Siemens Carless had to cope with significant structural change to her team as part of the wider development of the business – where previously her legal team was aligned to Siemens’ four business sectors of energy, healthcare, industry, and infrastructure and cities, this has been further broken down into nine divisions. Legal teams in larger countries now take responsibility for smaller neighbouring jurisdictions, such as the UK overseeing legal work in Ireland, and Nigeria for Ghana. Carless also notably reduced the company’s UK panel of firms from four to three in 2013 to establish better understanding between those firms of Siemens’ businesses and create greater efficiencies.
One of her biggest challenges of late has been delegating mandates more effectively, and ‘working out what needs the full Rolls-Royce service and what can be farmed out or handled by non-lawyers’. Carless comments: ‘The staff balance within the legal team means we’re moving to more legal skills, not less. We are trying to get more people who do higher risk, higher value work and push the rest down into a lower bucket that’s not really even legal.’
In a boost to the UK economy and wind industry, in 2014 Siemens invested £160m in wind turbine production and installation facilities in Yorkshire, as well as an additional £160m in Green Port Hull.
With 25 years’ experience as an in-house lawyer, for Carless it is important to find the right balance between being a business partner with the company and focusing on what you’re good at.
She concludes: ‘We could spend a lot of time doing all sorts of things and embed ourselves in the business, but the question is should we? Should we do that or should we instead be the legal function and just take the info we need on a transaction? It’s a difficult balance, especially when resources are becoming more limited. We maybe need to step back and stop flattering ourselves that we’re trusted commercial advisers. We are lawyers and we should focus on what we’re good at.’
For further analysis, see: GC Powerlist 2016