Why did you want to be a deals lawyer and has it delivered what you expected?
I like to be at the hub of things, not on the periphery. I’m not the kind of lawyer who just likes to write things up – I prefer dynamic situations. I love the energy involved in transactions and the work has really suited me. The deals we do are transformational, so we end up meeting the most senior and talented people in companies. It’s a great privilege to be able to shape their deals.
What are the top three deals of your career and why?
Thinking back makes me appreciate how fortunate I have been to get involved in so many fascinating deals alongside some amazing people. The deals that stick in the mind aren’t necessarily the biggest ones.
I led the bid defence for the M&S hostile takeover bid by Philip Green. It had everything. It was hugely high profile and saw some of the most innovative bid-defence tactics that had ever been used including, of course, the Freshfields injunction – because of conflict of interest and confidential information issues. Getting that injunction was a really big thing. It was important to the reputation of both firms. The stakes were very high – if we had failed it might have meant an abrupt end to my legal career! And it was also the moment for the top team at M&S to show their teeth and put down a marker that they would fight for independence. It shows the influence that lawyers can have – that deal wouldn’t have been successful without the lawyers. As that realisation grows within a client, it is very rewarding.
The hostile bid for Charter by Melrose in 2011 was a hugely successful deal for our client and its shareholders as we successfully deployed a white-knight defence. I can’t reveal too much about this one except that there were shenanigans by a financial adviser that led to a pretty heavy situation. Those who were involved know that there were some career-threatening moments.
The NSF hostile takeover offer for Provident Financial in 2019 was an audacious bid by my tiny client NSF and, sadly, we snatched defeat from the jaws of victory. Despite losing, the deal had everything – twists and turns, and the people in the client and internal teams were amazing.
And which deal has been the most memorable – for the wrong reasons?
The year before the M&S deal – Hugh Osmond – the entrepreneur and tycoon, launched a hostile takeover of Six Continents, which was conditional on Six Continents – which owned InterContinental Hotels and Mitchells & Butlers – not demerging. The general meeting came for shareholders to approve the demerger at the QEII Centre and, when the CEO left the stage, the podium was taken away by two men in brown coats before Hugh got to make his speech, so I went to grab it and carry it back. Hugh then delivered a withering speech while looking down on the 6C board from the podium. It was memorable for the wrong reasons, because I knew two of the directors who were distinctly unimpressed with me, and because I had tweaked my back – it has never been the same since.
How has the role of an M&A lawyer changed over the last 35 years?
The role of an M&A lawyer hasn’t really changed too much except that deals are more complicated and more highly regulated than they ever were, so the role of the lawyer is critical. The best M&A lawyers have really stepped up to play a key role at the client’s right arm that was previously occupied by investment bankers.
What’s been the biggest change at Slaughters since you joined?
Sitting in a T-shirt doing Teams calls from home. During a full partners’ meeting in lockdown, I managed to forget I was on camera and got up and went over to my pool table to play some shots. I got some good tips from partners on my cueing action but it was very embarrassing! Also technology – it’s definitely made the role of the lawyer easier, being able to work from anywhere. It is a double-edged sword, though, as it means you’re always on. Every holiday I’ve ever had has been interrupted… I try to find places without much signal!
I managed to forget I was on camera and got up and went over to my pool table to play some shots. I got some good tips from partners on my cueing action but it was very embarrassing!
What have you enjoyed most about your career at Slaughters and being an M&A partner?
The growing realisation from clients that an M&A lawyer isn’t just there to do the documents but has such a lot of value to contribute. Doing it at Slaughters meant I’ve always had incredible resources of talented people who can make me look really good. You can’t really do M&A alone – it is all about teams. I was so lucky to get into Slaughters. It’s an amazing platform and gave me the opportunity to advise people at the top of the tree, work out what makes them tick and learn from them.
What advice would you give your younger self with the benefit of hindsight?
I’m a strong believer that you won’t be the best lawyer you can be if you sacrifice having a normal life. Few clients want to work repeatedly with someone with no interests – they’re looking for someone fun and engaging.
But it’s really hard to find that balance – you have to be strategic in carving out serious amounts of time for your family and your pursuits and interests – if you don’t schedule that, you’ll have problems. No success in your career will compensate for a broken family life. It’s a long career – anyone can work intensively hard for three months but not 35 years.
Also, don’t be over-awed by those ridiculously posh accents you hear in law firm corridors – remind yourself that people from elite and privileged backgrounds may have a headstart but it doesn’t mean they are better.
And what advice would you give those who want to get to where you have?
Make a plan to find a proper work-life balance.
Lay the foundations for your career – you won’t get anywhere as an M&A lawyer without hard work, hunger and drive.
Use your EQ – find out what your clients really need and stop at nothing to get it for them. Put yourself in their shoes.
Show personality – be fun and engaging so clients want to work with you.
Work on your resilience. The job of an M&A lawyer is a rollercoaster – there are good days and bad, fun days and hard work days but you need to stay on a level. Don’t stop too long to pat yourself on the back but equally don’t be too tough on yourself when you make mistakes – learn from them.
What are you going to do next?
I’m going to leave the law entirely. I’ve been doing M&A for 35 years and I’m looking forward to time off for travel, tennis, live bands and wildlife. That’s been my huge passion since I was a little kid. I’ve kept it going and I want to study ecology. I want to do the muddy boots work and rewilding projects – helping conservation groups acquire huge areas of land and restore them to nature. I want to challenge myself to learn those practical skills too.
How do you reconcile that love of ecology and nature with working with clients who may be oil majors or similar?
It’s so important that we are ethical when accepting new business and that we believe in the integrity of our clients. I’ve always been proud that Slaughters is at the super-selective end when taking on new relationships. But it can be hard to draw the line, especially if it comes to judging our clients’ products. Lawyers have to proceed with care here, as if we were too selective we wouldn’t have many clients and we would lose the chance to help them transition to more sustainable practices. The energy market is the obvious example.
What do you think Slaughters will look like in another 35 years?
Slaughters is a much more nimble and progressive place than it’s portrayed to be. The people here will just find smart ways to continue to adapt to the market. Legal tech will eventually mean a need for fewer junior lawyers doing mundane tasks but we will still need large numbers of talented lawyers to advise on the complicated high-end work we do. Slaughters has a real loyalty in its partnership culture. Everyone here bleeds Slaughter and May purple so, as long as that’s the case, the firm is in good hands.
What do you think is the most important change that needs to happen in City law?
Social mobility – City law is still the domain of people from elite backgrounds, from wealthy homes and exclusive fee-paying schools. It hasn’t really changed in my 35 years. Promoting the sister of a posh white guy isn’t really a breakthrough. The breakthrough will be people from less privileged backgrounds seeing law as a career that is open to them.
M&A heavyweight Andy Ryde retired at the end of April after 35 years with Slaughter and May, including eight years heading the firm’s illustrious corporate and M&A practice.