Sainsbury’s

Sainsbury’s
  • Head of legal services: Nick Grant.
  • Team headcount: 18 lawyers

Collaborative working is at the heart of the Sainsbury’s attitude towards external counsel, with head of legal services Nick Grant being an advocate for building strong links with the outside partners that he terms as a ‘legal community’.

According to one law firm partner: ‘The idea is that its law firms, instead of just competing with each other, co-operate together and with Sainsbury’s to mean
that two and two equals five.’

Another admiring external adviser comments: ‘Sainsbury’s has one of the hardest working in-house teams I know, which has delivered some massive projects for the business, and does so with enthusiasm, great team spirit and a good sense of humour.’

Grant’s team certainly has a full in-tray, working for the UK’s second largest supermarket chain with revenues of almost £24bn and 161,000 staff. The team covers a wide range of disciplines, including commercial litigation, construction, employment and intellectual property. Big mandates for the team over the last year include the high-profile joint venture with Dansk Supermarked to create the new Netto grocery chain in the UK and a High Court challenge against a Tesco ad campaign which claimed its own-label goods were cheaper.

In 2014, the in-house department conducted its third panel review, which saw reappointments for Addleshaw Goddard; Bond Dickinson; CMS Cameron McKenna; Croner; Dentons; DWF; Wragge Lawrence Graham & Co; Linklaters; Shepherd and Wedderburn; and Winckworth Sherwood.
The panel review focused on costs management and pressed advisers to work collaboratively. The process was run by Clare Russell and Paul Jenkinson from the legal team, in partnership with Paul Sykes from its procurement team.

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British American Tobacco

  • Regional general counsel, western Europe: Benoit Belhomme.
  • Group legal director and general counsel: Neil Withington.
  • Team headcount: 300 lawyers

Operating in one of the most litigious and heavily regulated industries, it is unsurprising that the London-headquartered British American Tobacco (BAT) is cited as having one of the most seasoned and capable teams in the business.

The team has been shaped by corporate lawyer Benoit Belhomme, who joined the company from the Paris office of Clifford Chance (CC) in 1992 to build up a substantive in-house function in Europe. Twenty-three years later and the corporate’s western Europe regional legal team comprises 58 lawyers, including 13 heads of legal to cover 42 markets with their respective teams. There is also a regional legal hub based in London. Covering a broad range of legal and compliance issues on a daily basis, the London team covers litigation; regulation including marketing restrictions and legislation, and excise laws; high value commercial transactions; intellectual property; and competition.
The business last year generated £3.6bn in western Europe (global revenue totalled £15.3bn in 2013) alongside £1.2bn operating profit, and working in a controversial industry means the team needs to be agile to ‘balance between risk management and business partnering’, says Belhomme.

‘This team is dynamic and able to respond to the high demand and pressures generated by the constantly changing regulatory environment,’ says Belhomme. ‘The profile of our lawyers requires commercial savviness, high interpersonal skills coupled with first class legal skills.’ Heavyweight names to watch include Christina Wagner, who served as head of legal in the northern European cluster before being appointed to head of legal and corporate affairs for global duty free in Switzerland.

CC private equity head Jonny Myers singles out the team, and references the company’s recent dispute with HM Revenue & Customs, which led to BAT being fined £650,000 for oversupplying cigarettes to Belgium, as evidence of the team’s ability to handle sensitive issues effectively. ‘Ben dealt with that issue with aplomb – calmly, sensibly, and got on with the rest of the day job. He gives his team the right balance, and the exposure to do their stuff without feeling cramped.’

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Associated British Foods

  • Director of legal services and company secretary: Paul Lister.
  • Team headcount: 45 lawyers

Associated British Foods (ABF)’s profile has been achieved despite it running a lean team for a £13bn multinational. The team consists of 45 lawyers across 47 countries worldwide involved in a wide range of activities from retail to manufacturing. Its director of legal services, Paul Lister, comments: ‘I like to keep a tight team, because the tighter you are, the more opportunity you’ve got for internal growth.’

Daniel Hudson, a disputes partner at Herbert Smith Freehills, is impressed: ‘This well-organised and committed team has a broad understanding of the relevant commercial and other issues for ABF’s various global businesses as well as a sound grasp of the legal issues in play.’

In 2014 the team, which has household names such as Primark and Twinings in its remit, has taken innovative steps towards cost reduction, undertaking a project that analyses the department’s spend by country, subject matter, instructing counsel and law firm globally, and establishes where savings are best made. Major upcoming mandates for the team include taking Primark to the US market with the opening of a high-profile store in central Boston at the end of 2015.

Lister’s style of management is admired by his peers in the retail industry. Mark Amsden, general counsel (GC) and company secretary of supermarket chain Morrisons, says: ‘Paul Lister is a great bloke – he is really sensible, a good leader and empowers his team really well.’

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Diageo

Diageo
  • General counsel: Siobhan Moriarty.
  • Global team headcount: 140 lawyers.

Global drinks giant Diageo is noted for housing a weighty 140-strong legal team that deals with issues spanning M&A, intellectual property (IP), and antitrust work on an international scale, with the team receiving a number of citations.

Operating as a matrix structure, the team is praised by its GC Siobhan Moriarty for its resilience and creativity in helping the business achieve its goals. Moriarty comments: ‘We see our reason for existing as enabling the business to achieve its objectives within the legal and regulatory constraints that exist but do it in a creative and proactive way.’

A priority for the legal team is to encourage gender diversity, and currently 53% of its leadership roles across the global legal function are female, with 42% based in emerging markets. The company – which had revenues in 2013 of £15.48bn – has set itself a target to have 30% female representation of executive leadership roles across the business by 2015 – the figure currently stands at 28% globally – and the development of female talent, while programmes for flexible working, wellbeing and education for female employees are also in place.

Key members of the team include GC for western Europe, Catriona Macritchie, and GC for Asia Pacific, Annabel Moore.

Major mandates for the company, which produces Smirnoff Vodka and Johnnie Walker whisky, included the acquisition of a majority controlling stake (55%) – through a series of transactions over 2013 and 2014 – in the listed Indian company United Spirits, while other deal work involved an agreement to acquire 50% of the Don Julio tequila brand from Jose Cuervo and the connected sale of the Bushmills Irish Whiskey brand to Casa Cuervo, which is expected to close in Q1 of 2015.

Last year also saw Diageo undergo a major internal reorganisation, which involved eliminating an entire regional structure. Moriarty credits the legal team for its ability to adapt to the changing business environment. Moriarty herself is highlighted for her contribution in leading the legal function across Europe, a role she stepped into following her predecessor Tim Proctor’s retirement after 13 years. A corporate lawyer, she worked in private practice in London and Dublin before joining the FTSE 100 company’s in-house practice in 1997, where she has also worked as corporate M&A counsel and regional counsel for Ireland. She believes it is crucial for teams to maintain a level of connection with the business.

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Coca-Cola Enterprises

Coca-Cola  Enterprises
  • Vice president, legal: Paul van Reesch.
  • Team headcount: 30 lawyers

Coca-Cola Enterprises (CCE) is in charge of the manufacturing and distribution of Coca-Cola in Great Britain, involved in operations from packaging, supply and advertising, to major consumer-focused projects such as sponsoring the London Eye.

The team has a reputation for being imaginative and progressive despite its modest size. Under the lead of vice president, legal Paul van Reesch, the team at CCE deals with 80% of legal work in-house, going externally for complex niche advice such as competition or to review work done by the team from a risk perspective. Van Reesch comments: ‘The business has won an account for two big customers and the legal team was a fundamental part of that win.’

Recent achievements include bringing in around £5m in revenue from successful litigation and over £800,000 as a result of avoiding incorrect charges levied by CCE’s corporate customers.

The agile in-house team has increased efficiencies through a number of innovative technology deals, including a sizeable deal with Novatus, under which repeat contracts, including sponsorship contracts, trading contracts and non-disclosure agreements, will be automated.

The latter half of 2015 will see the deal with Novatus extended to provide customers with an online negotiation portal, meaning trackable changes can be made securely without the need for further e-mails. All of CCE’s contracts will be loaded on to the system and be available online. 

Further innovation is seeing the team assess whether it needs to formally enter a contract or rely on commercial heads of terms and common law, particularly where suppliers do not accept CCE’s contractual terms. Van Reesch comments: ‘We are trying to redefine the way we work to make the contractual process quicker.’

The team has also launched an app to help the business better understand its legal obligations. 

CCE will apply in 2015 to become one of a small number of in-house teams to achieve a Lexcel standard. Achieving the standard means preparing a handbook stating how the team operates, complying with various Solicitors Regulation Authority requirements such as service-level agreements and auditing files.

Van Reesch adds: ‘Last year we put together a vision for the legal team. How can I expect them to work hard and deliver if I’m not giving them the best possible platform on which to succeed?’

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SABMiller

  • General counsel and corporate affairs director: John Davidson.
  • Team headcount: 18 lawyers.

High-profile GC John Davidson (pictured) manages a bench of seasoned corporate and finance lawyers at South African-bred brewing and beverage giant SABMiller.

Headquartered in London, the world’s second-largest brewer by revenue houses a 35-staff in-house function (of which half are legally trained) and comprises key players, including deputy GC Stephen Jones, who joined from Lovells in 2007. His relationship with SABMiller dates back to 1993 during his days at Dewey Ballantine in Warsaw and ‘knows the group intimately’ according to Davidson.

Jones is now responsible for leading the group’s global legal M&A and treasury functions. Other notable names include 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). Other major work in recent years handled by the team includes the $11.5bn bid for Foster’s Group in 2011; the $1.2bn international placing of the group’s stake in Tsogo Sun (SA-listed hotels and gaming business) in 2014; and the $7bn bond issue in early 2012 to refinance the bank debt taken on to finance the Foster’s bid; plus a wide range of smaller M&A transactions, all handled principally in-house.

Davidson expanded the team since in 2006 joining from Lovells, where he was one of the City firm’s top deal lawyers. While Davidson still outsources to those firms with which he holds a ‘serious relationship’, including Hogan Lovells and Cleary Gottlieb Steen & Hamilton, strengthening the company’s legal capabilities ultimately lessens that reliance on external counsel and, more importantly, helps the team to understand the business.

He comments: ‘They’re all technically very good lawyers and had excellent training in their previous firms before they came to us. You can start on Monday and by Wednesday be on a flight to Nigeria and get stuck in. They’re used to working with regional teams so you have to quickly develop a good sense of what the operational requirements are for the business, and have a commercial approach to the transactions we’re working on. You work closely with your managing director. The other reason is to develop and retain your capital within the business rather than in someone else’s, and make sure the team as a result is better able to serve the needs of the [business].’

Hogan Lovells City 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.’

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Thomas Cook

  • General counsel: Craig Stoehr.
  • Team headcount: 25 lawyers.

Before former Latham & Watkins partner Craig Stoehr joined Thomas Cook as its first-ever GC in April 2013 from Eastgate Capital Group, the travel company had no centralised legal function and had issued three profit warnings after suffering the impact of the Icelandic ash cloud and unrest in the Arab world.

Having restructured the team and hired three more lawyers to look after plc-specific legal issues, Stoehr has helped to orchestrate a refinancing in excess of £1.6bn, including a £525m bridging loan; a high-yield bond placement; a £425m equity rights issue and a £691m bank refinancing.

Stoehr comments: ‘It was the first time Thomas Cook had done a high-yield bond issue and might be the largest ever done in the UK.’

Other corporate activity includes a major rebranding exercise and 15 disposals over the past 15 months, which will generate £150m by the end of this financial year, 15 months ahead of schedule.

Thomas Cook’s corporate governance has been similarly overhauled and streamlined, with clearer decision-making lines put in place for the business and legal team itself.

Members of Stoehr’s team singled out for praise include UK and Ireland head of legal Alice Marsden, who joined from Latham & Watkins at the start of 2014, and head of legal, airlines, Emma Langford.

Stoehr says: ‘We operate as one legal team versus separate teams in separate silos and the group centralisation affords us visibility in everything legal.’

Stoehr operates an informal panel but makes good use of secondees, with three sitting in the team at the time of going to press. Firms that have long worked with Thomas Cook include Shoosmiths for UK litigation and employment; Fieldfisher for travel regulation and health and safety mandates.

New relationships since Stoehr joined include Herbert Smith Freehills; Latham & Watkins; and Allen & Overy.

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Marks & Spencer

  • Head of legal: Robert Ivens.
  • Team headcount: 18 lawyers.

The iconic British retailer has faced its share of reverses of late, with questions mounting over the future of chief executive Marc Bolland amid continuing declining sales in clothing, footwear and homeware.

But as befits this British institution, Marks & Spencer (M&S)’s legal team remains one of the most assured and tight-knit in the UK under the leadership of the unflappable Robert Ivens.

The team of 18 lawyers, who work across employment, marketing and advertising, corporate/commercial, real estate, regulatory, intellectual property and consumer protection, keeps a substantial amount of work in-house despite fielding a very lean team for a FTSE 100 company with revenues of £10bn (when instructing outside counsel advisers include Slaughter and May, Lewis Silkin, Olswang, DWF, Osborne Clarke, King & Wood Mallesons and Wragge Lawrence Graham & Co).

M&S director of commercial contracts Verity Chase was highlighted in our 2014 GC Power List as a rising star, while other rated lawyers include real estate counsel Carolyn Lock, IP counsel Amarjit Purewal and head of employment Patricia Howell.

Key mandates for the team include negotiating numerous franchising deals in eastern Europe, Russia, Turkey, the Middle East and new territories including Finland, Norway and Vietnam.

The team is involved in a long-running landmark case on trade mark infringement, after the European Court of Justice and High Court held that M&S had infringed Interflora’s trade marks through the use of ‘Interflora’ as a Google AdWord. The Court of Appeal last year ordered a retrial in one of the most closely watched intellectual property cases for years.

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