Clare Wardle
COCA-COLA EUROPEAN PARTNERS
Team size: 100
Major law firms used: CMS Cameron McKenna Nabarro Olswang, Gowling WLG, Norton Rose Fulbright, RPC, Shearman & Sterling, Slaughter and May, Squire Patton Boggs, Womble Bond Dickinson
The remit of Coca-Cola European Partners’ (CCEP) general counsel (GC) and company secretary Clare Wardle has been all about joining the dots across the world’s largest independent Coca-Cola bottler since she joined from British retailer Kingfisher in 2016.
CCEP was established following the combination of Coca-Cola Enterprises, Coca-Cola Iberian Partners, and Coca-Cola Erfrischungsgetränke in 2016. Wardle had to bring three different entities, departments and approaches into one unit, creating an in-house legal team of about 100 people covering legal, risk, compliance and security. She has eight direct reports, six of which are effectively general managers for legal in individual countries.
‘It’s been about keeping everybody joined up,’ Wardle says. ‘Making sure we have the local view as well as the central view.’ That has most recently manifested itself through a contract management system to standardise agreements. The team also embeds lawyers in different business units and geographies, to spread ideas and approaches across the function.
The legal team has also implemented a tool that combines all its risk processes and connects people working on a particular issue together via an app, rather than needing to send emails. The app can also search across similar incidents that have occurred, with Wardle saying it has improved risk management across the business. ‘Identifying operational risks gives much more of a group view, instead of having to aggregate local risk in particular fields. You know how many risks have cropped up, how many incidents have occurred, how much training there has been: you can see that straight away without having to ask six different people.’
Wardle also completed her first panel review in 2018, selecting around 30 law firms from a panel of more than 100 created as a result of the merger. The firms were assessed on quality, finance, innovation, corporate social responsibility and diversity, and will be annually reviewed on those areas over the three-year panel term. ‘We have guiding principles that we send out to all our suppliers and law firms should not be exempt from that. Law firms certainly have struggled on diversity, and it’s part of the in-house team’s role to push them to do better rather than to sit back and say: “Well, it’s your problem”.’
Martin Bowen
DYSON
Team size: 200
Major law firms used: Baker McKenzie, Gowling WLG, Osborne Clarke, Eversheds Sutherland, Kim & Chang, Kirkland & Ellis, Skadden, Arps, Slate, Meagher & Flom
‘Dyson is making the transition from a domestic product company to a global technology company.’
In January, Dyson announced 2018 profit grew 33% to top £1bn for the first time and it was moving its headquarters from the UK to Singapore – a move that drew widespread criticism given billionaire founder and Brexiteer Sir James Dyson’s calls on the UK government to leave the EU without a deal. Dyson’s chief executive Jim Rowan denied the move was to do with Brexit or tax but said it was about future proofing the business and gearing up for expansive growth in Asia. Dyson is spending billions on bringing an electric car to market by 2021 and the company had already announced that a new factory would be in Singapore.
‘Dyson is making the transition from a domestic product company to a global, fully fledged technology company,’ GC Martin Bowen says. ‘We’re pursuing not only the car but various battery technologies.’
For Bowen, this has meant ensuring his legal team is at the forefront of such initiatives, with patent filing an integral part of the wider business strategy. The legal team has grown from about 170 to 200, with the team in China more than doubling to nine lawyers. A team of four specialist automotive lawyers will be embedded in Singapore over the next 12 months, given that cars are very different to Dyson’s traditional product base.
‘Although we continue to do a huge amount of work here in the UK from a sales perspective, Asia is an area that we have to grow and develop,’ Bowen comments. ‘We’ve been getting to grips over the last couple of years with the various disciplines of doing business in China, South Korea and Indonesia.’
In 2018, Dyson also won a long-running legal battle with the European Commission over the energy labelling of vacuum cleaners. Dyson had challenged legislation on testing and labelling vacuum cleaners’ energy performance, arguing that performing those tests on empty machines did not reflect real use. ‘That was a tremendous success. It’s an enormously difficult thing to do to overturn a piece of European regulation, and to take the Commission to the EU courts and win.’
Paul Lister
ASSOCIATED BRITISH FOODS
Team size: 65
Major law firms used: Addleshaw Goddard, Allen & Overy, Herbert Smith Freehills, Macfarlanes
‘We know our business’ needs and risk appetite. If we don’t, then we should all be fired.’
‘We should have a lean team,’ comments Associated British Foods (ABF) director of legal services and company secretary Paul Lister in response to having just 65 lawyers in an organisation of more than 137,000 employees across 50 countries. ‘A lean team gives people the ability to be excited by the work they’re doing each day; the more you dilute it, the more mundane some of the work would be. I’m not sure I’d want to recruit a lawyer who wanted to do mundane work.’
No surprise then that Lister has been on a drive to bring more work in-house. ABF has no formal panel and each year tries to ‘get rid of the tail’ of external providers. ‘For example, I could look at if we are outsourcing too much general commercial work in the UK. You do an equation: for X-thousand pounds of outside work I might as well just get another lawyer and then I can have the benefit of someone learning the business. I can get value for it and it pays for itself.
‘We should be better at that than outside counsel and, not only that, we know what our business needs and risk appetite are. If we don’t, then we should all be fired.’
ABF’s team is split 50:50 between the UK and the rest of the world, with 60% of the team commercial lawyers covering distribution agreements and terms and licensing, with the remaining specialists covering areas such as M&A and antitrust.
ABF, a £15bn-plus food, ingredients and retail multinational, which owns household names such as Primark and Twinings, buys and sells a lot of companies. It had an expansive 2016/17, with multiple nine-figure transactions, and built on this momentum with several smaller deals over 2018.
Lister’s attention has also turned to technology and how the function might gain efficiency. He has looked at high-profile artificial intelligence provider Kira but also wants to find a tool to measure the team’s internal efficiency and time spent on pieces of work. Deloitte has been brought in to assess how the function is using technology before any decisions are made. ‘Sometimes you wish law firms would open up a bit more. There’s a debate to be had around how they charge for technology, because if Kira can analyse a document in seconds, which used to be hours, who’s going to get the benefit of that? I’d like the benefit of that.’
Addleshaw Goddard partner Chris Taylor comments: ‘Paul is great to work with – he is constantly challenging perceived wisdom, which really keeps you on your toes, forcing you to come up with new, better ideas and ways of working. His entire focus is on driving the very best commercial and ethical outcomes for ABF.’
Alison Charnock
WM MORRISON SUPERMARKETS
Team size: Ten
Major law firms used: Allen & Overy, Ashurst, DWF, Eversheds Sutherland, Shoosmiths
It has been a difficult time at £17bn-turnover, listed supermarket giant Morrisons. Major litigation over a data breach, a £1bn equal pay claim and a major fire at a supermarket in Folkestone have dominated 2018.
Head of legal Alison Charnock drew wide-ranging plaudits for her work throughout this period. She stepped up to the role in the wake of former GC Mark Amsden, who left the company in mid-2017 after more than four years. Eversheds Sutherland senior partner Shirley Hall admires Charnock’s work: ‘Alison has been involved in major litigation this year on data protection involving the release of employee data by a disgruntled employee and is now involved in mass equal pay litigation.’
In October 2018, Morrisons lost an appeal relating to that long-running data protection case, when it was found to be legally responsible for a data breach affecting more than 100,000 employees. A former employee, who was convicted of fraud in 2015, had leaked payroll information in the breach.
A month earlier, an equal pay claim was brought by Leigh Day on behalf of a group of employees, which if successful could be worth £1bn in back pay. It followed action the law firm took against Tesco, Sainsbury’s and Asda.
White & Case partner Patrick Sarch is also impressed by Charnock’s abilities. ‘The company has had another very busy year. She is fighting the good fight on data issues and handles a significant number of other complex issues across the business. We think she is awesome.’
John Stone
Amazon
Team size: 80
Major law firms used: Taylor Wessing
If you are not unashamedly customer focused, a career working at Amazon might not be for you. As John Stone, Amazon’s vice president and UK legal director, says: ‘One of the biggest changes in my role, and many roles across the company, has been an increased focus on helping people understand our business and learning from others about how we can do better. Amazon has taught me many things, but most importantly, what it means to be customer obsessed.’
The multinational online technology company is supported by a team of 80 in the UK, working across transactions, intellectual property, marketing campaigns, competition, product regulation, as well as employment and tax.
The New Year saw Amazon launch a cosmetics range and its own pet food brand; a month later, it broke into the interiors market in the UK with two furniture brands. ‘The pace of innovation and growth remains high at Amazon so the legal team’s biggest challenge is keeping up with the pace of the business,’ Stone says.
Stone has been legal director since March 2018. He started his 15 year-long career at Amazon as corporate counsel for M&A and securities, then associate GC for digital media and Amazon’s e-reading device Kindle, before becoming vice president for digital media. For management style, he says he tries to help his team operate as independently as possible: ‘My role is to be transparent in setting expectations, providing feedback and helping with their development.’
But for external legal advice, he says the best lawyers appreciate the differences between traditional law firm culture and Amazon’s ‘peculiar’ culture: ‘The best firms work hard to tailor their approach to working with us, but unfortunately many law firms are entrenched in their own ways of working and struggle here.’
Taylor Wessing partner Niri Shan comments: ‘He has a huge legal team, and is strong at managing that and prioritising the most important issues. He’s also good at managing outside counsel.’
Adrian Morris
TESCO
Team size: 200
Major law firms used: Allen & Overy, Bryan Cave Leighton Paisner, Freshfields Bruckhaus Deringer, Pinsent Masons
‘If you offer people the right career development, in-house is just as popular as it has ever been.’
The GC hot seat at Tesco is not to be taken lightly. The last few years have been particularly pressurised thanks to fierce litigation and monumental M&A deals. The man tasked with overseeing these thorny legal issues is Adrian Morris, a hugely experienced in-house lawyer who joined Tesco in 2012 after numerous roles at the likes of Centrica, BP and British Gas.
Top of the agenda was the fallout from Tesco’s £250m profit misstatement in 2014. Five years on, the retailer is still feeling the effects, with a £129m deferred prosecution agreement being struck with the Serious Fraud Office (SFO) in 2017. A civil claim, brought by disputes specialist Stewarts Law on behalf of over 125 institutional funds who claim to have lost money, is still ongoing. A separate criminal trial, brought by the SFO against former Tesco executives was quashed in the last year. Morris notes the past few years have been characterised by prosecution. He adds: ‘A lot of people had to give evidence at that trial.’
Outside of litigation, there was the £3.7bn takeover of wholesaler Booker, completed in early 2018. Under substantial pressure from Booker’s rivals, such as SPAR and Bestway, the acquisition was subject to intense scrutiny from the Competition and Markets Authority (CMA). The CMA eventually gave Tesco the green light in December 2017. ‘That was the single most important thing the legal team worked on in the last year.’
With such responsibility, Morris insists that Tesco can compete with any law firm when it comes to recruiting junior talent: ‘We have a good, stable team here, but when we need to go into the market we have absolutely no problem in hiring high-quality, energised lawyers. If you offer people the right career development, in-house is just as popular as it has ever been.’
And it is clear that Morris himself relishes that responsibility. ‘It is really important that the legal function has a big presence at the decision-making table. I want a legal function that is a genuine strategic adviser to the business.
Elizabeth Messud
KINGFISHER
Team size: 60
Major law firms used: Allen & Overy, Bird & Bird, Clyde & Co, Eversheds Sutherland, Foot Anstey, Freshfields Bruckhaus Deringer, Hogan Lovells, Milbank, Tweed, Hadley & McCloy, Skadden, Arps, Slate, Meagher & Flom, Womble Bond Dickinson
In 2016, retailer Kingfisher announced its ONE Kingfisher plan: a five-year transformation programme and restructuring expected to cost £800m, aiming to unify product ranges across the business, drive its digital capability and deliver operational efficiencies. Kingfisher, which owns well-known brands B&Q and Screwfix, is about halfway through the programme and in the year ending January 2018 recorded sales of £11.7bn.
The company has around 79,000 employees across 1,300 stores in ten countries, but ONE Kingfisher seeks to combine global functions, such as legal, to work alongside local companies in a bid to improve efficiency.
Elizabeth Messud joined as legal director in early 2017, having previously held senior legal roles at Renova and Nestlé. Transformation of the organisation of the legal function has been the priority for her since, creating a centralised and integrated legal function where previously each of the nine retailers Kingfisher owned had their own head of legal who reported to the group’s chief financial officer. There are 60 legal staff within the group, but only six were based at the London HQ.
‘Most of what I’ve worked on is about identifying what an integrated legal function looks like for a transformed Kingfisher business and working to make that happen,’ Messud comments. The organisational design programme is gradually being rolled out and is yet to be fully completed, but the legal function is moving from a market-by-market legal structure to a single legal team.
At the same time, Messud led a global panel review, which was announced in March 2018. A total of 17 firms made the cut, covering work across the UK, France, Poland, Portugal, Romania, Russia and Spain. ‘Our streamlined panel will allow us to develop better working relationships with each of the successful firms to ensure the delivery of high-quality legal services and to ensure we get the best value for our spend from a core group of specialists who really understand Kingfisher.’
Neill Abrams
OCADO
Team size: 28
Major law firms used: Baker McKenzie, DWF, Fladgate, Herbert Smith Freehills, Shepherd and Wedderburn, Slaughter and May
‘I was the legal team for several years. The company grew quite quickly.’
‘I went from banker to in-house lawyer to barrister to grocery retailer,’ says Ocado group GC Neill Abrams. ‘It’s not what you would call a planned career path, but each of the things I’ve done have taught me something valuable.’
Abrams has been with the FTSE 100 online supermarket since its launch in 2000, after being approached by former Goldman Sachs colleagues Tim Steiner, Jason Gissing and Jonathan Faiman to join the company. Abrams had been a financial analyst at the bank before taking on an in-house legal role there, latterly spending more than two years at the Bar with One Essex Court before joining the start-up.
Since then, Ocado raised £200m in a 2010 initial public offering, signed deals with other supermarkets to launch their online delivery services and has grown to more than 14,000 employees. Its revenue in 2018 exceeded £1.5bn, proving a lucrative journey for Abrams: he sold more than £8m in company shares in the middle of last year.
‘I was the legal team for several years. The company grew quite quickly, so I was involved in absolutely everything we did, from raising equity to negotiating bank loans to buying a photocopier. I’ve been part of every business conversation and every board meeting, which has made it very easy to be close to the executive.’
Abrams still shares an office with the executive, but his legal team has grown to 28 staff and his role more specified to cover legal, insurance, risk management, human resources and corporate responsibility. In the past 18 months he restructured the legal department into the three pillars of legal, governance and intellectual property. He also employed a legal operations head to focus on improving efficiency.
‘My ability to grow as a leader depends on how my direct reports can grow as leaders. I had to do something to enable that to happen, so we changed the way the department was set up and gave a senior lawyer responsibility for each of those pillars.’
Slaughter and May led on Ocado’s IPO, but otherwise Abrams prefers to keep as much work as possible in-house, including when striking a deal with Morrisons to effectively ‘white label’ Ocado’s technology and distribution platform, and more recently when Ocado secured a similar partnership with America’s second-biggest supermarket chain, Kroger.
‘When you begin life as a start-up, you think in a particular way and that is to not spend money unnecessarily, to demand that things get done very quickly and to expect your lawyers to be immersed in how the business operates. It’s difficult to tick all three of those boxes when you go externally.
Ritva Sotamaa
UNILEVER
Team size: 500
Major law firms used: Baker McKenzie, Clifford Chance, DLA Piper, Linklaters
‘Everything is just getting faster,’ says Unilever chief legal officer and group secretary Ritva Sotamaa. ‘The digitisation agenda is changing the environment of the consumer goods industry. We as a legal team need to make sure we keep pace.’
Easier said than done for the 500-strong in-house legal team Sotamaa has led since 2013, with Unilever owning more than 400 brands sold across 170 countries. The global consumer goods giant recorded full-year sales of £44bn in 2018. In February 2019, it announced that it had purchased healthy snack brand graze from The Carlyle Group (see graze profile below).
In a bid to keep pace, Sotamaa has lawyers across 55 countries and introduced a legal operations leader when she first joined to improve efficiency. But that has been taken to another level, she says, with the appointment of a GC of people and skills at the start of this year. That role was internally filled with a senior appointment: former GC for UK and Ireland, James Barnes.
‘The role is to ensure that we focus and put the emphasis on the development of our talent and our learning agenda, and make sure we unleash the potential of our people. One of the toughest things is always change management and how you create an environment that engages people.’
This saw the launch of a flexible experience platform, which allows anyone from the legal team to allocate up to 20% of their time to global projects. Lawyers can apply for any project irrespective of their location, which Sotamaa says has been very well received. It helps particularly in countries where the legal teams are small and career development opportunities are rare. The legal function also has a technology roadmap programme called Future First. An initiative dubbed Smarter Contracting has seen work in more than 60 countries shifted to alternative providers over the last year or so, with Unilever using outsourcing partners in India and Latin America extensively.
‘It’s been a big differentiator for our lawyers to be able to shift their attention and time to topics that move the needle more. You need to think like it’s your own company, you need to take ownership and be a business player as much as anyone else. That type of mindset where you take that accountability and responsibility is getting more critical.’
Mark Maurice-Jones
Nestlé (UK and Ireland)
Team size: Seven
Major law firms used: CMS Cameron McKenna Nabarro Olswang, Eversheds Sutherland, Linklaters
Most are aware of the stringent regulation that modern banking GCs must contend with, but Nestlé’s legal chief Mark Maurice-Jones has hardly been spared.
There are the macro-factors of course – even the famed Swiss KitKat creators cannot escape the clutches of Brexit, preparations for which have absorbed much of Maurice-Jones’ time. GDPR regulation is also of high importance in the food industry, but the introduction of a sugar tax in the UK has brought industry-specific constraints.
Maurice-Jones has drawn praise for his philosophies on external counsel. For him, the balance between effective collaboration and driving value is an important one: ‘We want to get good value for the services we receive, but I also view external counsel as an extension of my legal team, so I look for work to be fairly priced.’
This approach operates very much on a case-by-base basis: ‘If I’m doing high-level M&A, I’m not going to be penny-wise and pound-foolish. On the other hand, if I’m doing a small advisory piece, I’ll be looking for firms to be a bit more flexible.’
In terms of management style, he believes in being open and providing as much communication to his team as possible: ‘I like the team to feel empowered and not having me control their every move. I believe a lot in openness and transparency, and people feeling like they can challenge things.’ It is all in line with his mantra: ‘Stay humble and be open to other ideas.’
Lisa Gan Tomlins
MADE.COM
Team size: Three
Major law firms used: Bird & Bird, Gowling WLG, Lewis Silkin, Osborne Clarke
‘I wanted to create a no-strings-attached forum to share experiences and exchange ideas with other GCs.’
Lisa Tomlins, a former senior lawyer at online takeaway giant Just Eat, joined interior designer MADE.COM as its first ever GC in December 2014. Tomlins and her small team have responsibility for all legal matters across the UK-headquartered company, including its ambitions to grow its European footprint.
‘In the last quarter of 2018, we entered our eighth market when we broke into Spain and we are planning to launch in Portugal, Italy, Denmark and Sweden this year, which brings with it a kaleidoscope of important projects, including numerous legal contracts and ensuring compliance with local regulations,’ she comments.
Tomlins helped the company reach $60m in funding growth to accelerate its European expansion in July 2015. But plans for expansion have enhanced the importance of undertaking Brexit-proofing activities. ‘For example, while we have already had supply-chain operations in both Europe and the UK for some time, we have further enhanced our European supply-chain operations in preparation for Brexit.
‘Brexit presents a challenge because we sell throughout Europe and have a pan-European focus. However we also believe that, compared to other brands with an exclusively UK-focused business, our pan-European focus can be an advantage when faced with Brexit headwinds.’
Following her appointment, she set up The Disruptive GC Network alongside co-creator Matthew Wilson, legal director at Uber. She says the network, which has more than 50 members, has proved popular. ‘Start-ups present their own challenges from a legal perspective, and I wanted to create a no-strings-attached forum to share experiences and exchange ideas with other GCs going through similar journeys.’
Having hired her first lawyer in October last year, Tomlins is hoping to make further additions to the legal team in line with the company’s growth ambitions. The interiors business has used gap-year graduates as paralegals for legal work alongside a mix of law firms. ‘I’m very open about projects and priorities that are set at a senior level by the business as this empowers my team to be effective advisers.’
Tomlins worked for Just Eat for over two years before moving to MADE.COM, and was part of the team that oversaw the food company’s £387m initial public offering and London listing in April 2014. ‘The legal challenges that I faced at Just Eat were somewhat different to the challenges I face at MADE, but there are definite similarities between the companies in the speed of innovation, the level of risk appetite and lack of legal precedent.’
She believes, ultimately, lawyers of all kinds will need to become more aligned and adaptable to how businesses operate. ‘Law firms will need to be more flexible with their hours-based billing model – it’s antiquated and needs to be reformed. The model is too unpredictable and doesn’t link fees paid to the value of services.’
Anna Cosgrave
GRAZE
Team size: Two
Major law firms used: Charles Russell Speechlys, Keystone Law, mpm legal, Shoosmiths, Travers Smith
Anna Cosgrave has not looked back after swapping a high-flying M&A role at Addleshaw Goddard for snack food provider graze in 2016.
That is not to diminish the challenge of her in-house role. As the head of legal at a fast-paced start-up, Cosgrave has had to become a jack of all trades. Throughout 2018 she has had to handle facets of intellectual property, commercial and real estate work, as graze conducted acquisitions and entered new markets. And now, with news in February 2019 that private equity house The Carlyle Group has sold graze to Unilever, things may change dramatically again.
Founded in 2008, graze originally operated an exclusively direct-to-customer model, delivering its signature range of foods to consumers’ doorsteps. In 2015, it adopted a more retail-focused model, with the likes of Sainsbury’s and Boots stocking its products.
This has brought new legal implications for the company – graze has launched litigation against Lidl for allegedly producing what Cosgrave terms ‘copycat punnets’ of its health snacks. Cosgrave has enlisted Keystone Law to fight in graze’s corner and she has a real affinity for the products she is defending: ‘The quality of product is exceptional here. There’s a massive market for it. I would find it hard to work for a company where I wasn’t this passionate about our product.’
On the real estate side, Cosgrave was heavily involved as graze bought out Marshfield Bakery in the Cotswolds. It previously created graze’s signature lemon-drizzle flapjacks and protein bites but has now been fully incorporated into the business.
For Cosgrave, the key to getting the best out of the wider business is to make them feel included. She concludes: ‘I try to make sure people are given enough responsibility and decent timelines to work within. I will have regular meetings with the team to make sure they are on the right track. When you properly delegate you make people feel like part of the solution.’
Stretch Kontelj
SPECSAVERS
Team size: 55
Major law firms used: BLM, Blake Morgan, Eversheds Sutherland, Hill Dickinson, Womble Bond Dickinson
Srechko Jernej Kontelj, commonly known as Stretch, is not your typical in-house legal chief. With his own Wikipedia page, Kontelj has a background in politics in his native Australia, serving as mayor of the city of Geelong between 2001 and 2002. He is a longstanding member of the Liberal Party of Australia. He holds an impressive collection of degrees, with qualifications in law, economics, accounting, commerce, business administration, applied corporate governance, arts, notarial practice and military law from the Universities of Monash, Melbourne, Victoria, Deakin and King’s College London.
In 2015, Kontelj took the group legal director role at Specsavers, relocating himself and his family to Guernsey as a result. Upon arrival, he set about overhauling the in-house legal function, reorganising the 55-strong team to better align with end customers. Given Specsavers’ structure, the legal team is a vital cog in the machine when it comes to day-to-day transactions. ‘A lot of the transactions the business does are related to our partners and people buying and selling franchises. All of that work comes through us.’
He says he has a passion for new environmental regulation that is now shaping the business, causing Specsavers to cut back on plastic packaging and improve recycling capabilities.
In terms of career advice, Kontelj insists that putting legal knowledge on the back burner sometimes can be a real benefit: ‘The last thing you want in a commercial meeting is a lawyer constantly blocking things by bringing up legal points. Think like a lawyer, but don’t act like a lawyer.’
Kontelj has won considerable plaudits from external counsel, with Eversheds Sutherland executive partner Ian Gray commenting: ‘He has a very complicated job and has to deal with thousands of joint ventures due to Specsavers’ business model. He handles himself confidently, and has totally reorganised the legal function and services the company provides in a positive way.’
Lynsey Nicoll
HEINEKEN UK
Team size: Ten
Major law firms used: DLA Piper
In 2017, the UK arm of global brewing giant Heineken made a substantial £403m acquisition of around 1,900 pubs owned by Punch Taverns. The transaction effectively doubled the size of Heineken’s pub company to the point where it is now bigger than the brewing business at more than 2,700 pubs. For Lynsey Nicoll, Heineken’s acting head of legal for the past year, bringing those pubs into the business has dominated the workload.
‘We’ve been integrating everything by growing the internal team to manage the pub business, and developing systems and processes that go with that, and managing the additional volume of work. It’s been great but challenging.’
Nicoll leads an in-house legal team of ten, the size of which has doubled since she arrived seven years ago. The company has a sole-adviser mandate in place with DLA Piper, first instigated in 2015 and renewed for another two years in 2018. Nicoll and former head of legal, Graeme Colquhoun (who has been seconded to an internal project), led on establishing the relationship.
Heineken saved more than £1.5m in the first three years of the arrangement, reducing overall spend by about 30%. The main categories of work have been in property and licensing for pubs, intellectual property and employment – all on fixed-fee retainers – and specialist corporate and commercial advice, provided at capped fees per project.
‘We’re continually looking at improvements there,’ Nicoll comments. ‘It’s generally good, but we’re always looking at ways to be more efficient.’
The legal team is proactive on developing relationships across its business. Nicoll says the overarching philosophy is to be seen as a team that can help the business achieve its objectives, rather than being blockers. ‘The main focus for us is trying to manage and sustain the business-as-usual stuff in the most efficient way possible to free up our time dealing with all these change and strategic projects across the business, because we’re not planning to grow the team, but work smarter.’
Nigel Paterson
DIXONS CARPHONE
Team size: 47
Major law firms used: Addleshaw Goddard, DLA Piper, Freshfields Bruckhaus Deringer
‘We tend to do as much work as we can in-house.’
The last five years have seen Dixons Carphone unify its operations following the £3.8bn merger between Dixons and Carphone Warehouse in 2014. The year after, Nigel Paterson, a former senior lawyer at BT for over 14 years, joined the electronics retail giant as GC and company secretary.
Paterson has responsibility for 47 lawyers across employment, corporate and commercial legal teams in London, Athens and Oslo. Reporting a tough trading environment on the UK high street as consumers increasingly look online for purchases, at present he is helping the company decide on a new five-year strategy to bolster its core retail services.
According to Paterson, electronic sales across the company’s UK-based Currys PC World stores are ‘holding up fairly well but’ people are keeping their mobile phones for longer, which over Christmas caused a dip in phone sales in its Carphone Warehouse stores. With online sales accounting for around 30% of Dixons’ business, the company wants to grow its online offering and develop more credit options for consumers.
And with the arrival of former Shop Direct boss Alex Baldock as Dixons’ new chief executive in April 2018, Paterson’s post-merger tidy up has been largely a matter of joining together two legal teams at Dixons and Carphone Warehouse before the merger. ‘Most of my four years in the role has been spent building one business and aligning the cultures of the two legal teams – that sort of thing takes time.’
Moving operations to one IT infrastructure platform has also meant negotiating and instigating new supplier contracts for the legal team: ‘We tend to do as much work as we can in-house and use paralegals where we can for routine work, so the lawyers can be focused on what they can best add value to.’
Last year, Dixons reported that around 10 million records containing customer data may have been hacked the year before. Paterson was involved in the immediate aftermath of the breach, including the retailer’s response to the ongoing investigation launched by data information body, the Information Commissioner’s Office. He says GCs are seeing an increasing workload on the compliance side of businesses as fines and sanctions for non-compliance have grown harsher: ‘GCs are also getting much more deeply involved in risk management. I have somebody who works on risk management reporting into me now, but before that I did a lot of risk management with my role.’
Kate Burns
NOTONTHEHIGHSTREET
Team size: Three
Major law firms used: F-Lex, Keystone Law, Lawyers On Demand, Osborne Clarke
It is hard to picture a more drastic change of scenery: swapping 15 years of cut-and-thrust at Freshfields Bruckhaus Deringer for a GC role at Notonthehighstreet, the online marketplace for curated gifts.
That is exactly what Kate Burns did. She had psyched herself up for the in-house switch in 2016 and knew to expect a drastic cultural difference. Even so, she was surprised. Upon arrival, she was immediately assigned a ‘personality colour’, based on research by Insights. Red can be competitive and demanding, blue cautious and reserved, yellow sociable and flamboyant, green caring and docile. ‘I’m a mixture between blue and red apparently, and many of my new colleagues were yellow. I came from a law firm filled mostly by blues and reds!’
Sociable and nurturing colours aside, this has been a demanding role for Burns in an industry under intense pressure. In 2018, she was forced to appear in front of an Environment, Food and Rural Affairs Select Committee, after it found UK retailers were ‘complacent’ about the sale of real fur being advertised as fake fur. It presented Burns with a monumental task: ‘I have been working on how, in a marketplace of 5,000 sellers and 250,000 products, we can help our sellers stop real fur from getting into their supply chains.’
But it is not just external regulation. For Notonthehighstreet, with its unique system of marketing and selling fashionable products made by other individuals and small businesses, there are soul-searching questions as to what extent it should self-regulate – questions Burns has to answer.
‘Online marketplaces are a large part of the future of retail, but they are still a fairly new concept. While the sellers are the ones who are solely responsible for the products they sell on our marketplace, we also have to make sure they are selling in a compliant, fair and ethical way. We have to find the right balance and engage with regulators to work out what does and does not require more scrutiny.’
Overall, she sees the benefit of the occasional blue in a sea of yellows. She concludes: ‘Being that blue person who remains calm and provides level-headed advice – these are not necessarily legal skills, but it can be invaluable to the business.’
Siobhán Moriarty
DIAGEO
Team size: 252
Major law firms used: Addleshaw Goddard, Bristows, Slaughter and May
‘The lack of diversity in firms is a result of long-term neglect of the importance of this area.’
Diageo’s Siobhán Moriarty has long been well regarded by the in-house community. Already GC of the multinational alcoholic beverages company, which owns well-known brands including Guinness, Smirnoff, Baileys and Johnnie Walker, Moriarty’s role and prominence within Diageo expanded even further in mid-2018 when she was appointed as company secretary.
Moriarty’s role had already expanded from a pure legal function, which included intellectual property and corporate security to feature brand protection, before taking on company secretariat. She believes the role of GC within Diageo has always been one of the more progressive, reporting to the chief executive and being a member of the executive leadership team even before she was appointed.
‘Our goals are aligned to the company’s and our purpose as a function is to drive Diageo’s performance ambition and make a valuable contribution to its long-term, sustainable success. We aim to do this in an agile manner so as to enable commercial growth, look to turn potential risks into opportunities, minimise loss and litigation risk, protect our brands and our reputation, and increase our productivity and effectiveness.’
Moriarty’s team is divided into a global function that is mostly UK and US-based, supporting the business in specialist areas such as M&A, IP, compliance, antitrust and data privacy. There are also market-based lawyers supporting distribution companies across the world.
In the six months to 31 December, Diageo reported a 6% increase in revenue to £6.9bn for operating profit of £2.4bn. The company, which made a billion-dollar acquisition of the Casamigos tequila brand in 2017 also sold nineteen brands to Sazerac for $550m in 2018.
Moriarty’s team is in the process of introducing an online training tool for the global legal function called iDevelop. The idea is to allow team members to develop their functional and leadership capabilities. ‘It supports individuals and their line managers in having informed, personalised development conversations. It is used to help identify the skills we need to develop training for, so that each individual can achieve their agreed development goals.’
Moriarty is also noted as a strong advocate of diversity and inclusion. She says firms are too often insufficiently diverse, particularly at partnership level. ‘I recognise that they are trying to remedy this and that it can be difficult, but the current state is a result of long-term neglect of the importance of this area. The recent gender pay gap reporting obligation in the UK has served to highlight the nature of the challenge.’
Nick Grant
SAINSBURY’S
Team size: 28
Major law firms used: Addleshaw Goddard, CMS Cameron McKenna Nabarro Olswang, Dentons, Linklaters
Nick Grant stands among the veterans of the in-house community, acting as Sainsbury’s head of legal since 2006. His career there goes back even further, as he joined as a commercial lawyer in 1999. Prior to that was a three-year stint as a barrister at planning and environment specialist Francis Taylor Building.
Grant has certainly made his mark on Sainsbury’s in-house function, particularly with his pioneering attitude towards external counsel. In 2011, he set up Sainsbury’s Legal Community, which involves multiple firms collaborating to provide advice. The change allowed the in-house team to present its objectives more openly and let firms that are stronger in certain areas collaborate to produce better advice.
He has also presided over a key panel review in 2017, where 11 firms were appointed, including Addleshaw Goddard, CMS Cameron McKenna Nabarro Olswang, Dentons and Linklaters. Grant said at the time that the firms were selected based on their ability to support Sainsbury’s in all its jurisdictions, including its new presence in the Republic of Ireland thanks to its acquisition of Argos.
No doubt high on Grant and his legal team’s priorities in 2018 was the proposed landmark merger between Sainsbury’s and rival supermarket Asda, and the entailing regulatory issues. As the GC Powerlist went to press in February, the Competition and Markets Authority (CMA) had expressed concern over the proposed merger, warning it could lead to a poorer shopping experience for the consumer, and said it could block the deal. Sainsbury’s and Asda will have a chance to respond to the CMA’s findings before a final decision is published on 30 April.
With the retail market set for further disruption with Brexit just around the corner, the experience Grant has will prove invaluable for Sainsbury’s going forward. Iain Fenn, corporate partner at Linklaters, says: ‘Nick is an excellent in-house leader. He is a pleasure to work with as he is able to identify key legal issues in business situations quickly and finds solutions with the minimum of fuss.’
Amanda Hamilton-Stanley
PERNOD RICARD
Team size: 35 in the HQ team
Major law firms used: Clifford Chance, DWF, Macfarlanes, RPC, Shepherd and Wedderburn
Amanda Hamilton-Stanley is relishing the opportunity of being group GC of French wines and spirits company Pernod Ricard, having ascended to the role in September. She replaced veteran GC Ian FitzSimons after he stepped down following a 16-year stint. She was picked as his replacement thanks to her considerable pedigree at the company, serving as GC for its Chivas Brothers whisky division since 2011 and even overseeing a major overhaul of the legal advice panel in 2016.
Based in Paris, Hamilton-Stanley runs the 35-strong HQ legal team, which is split into four divisions: a small cyber security and GDPR team; an M&A team; a compliance team; and a centralised intellectual property administration hub. But outside the HQ, each of the company’s brands, including Absolut Vodka, Jameson Irish Whiskey and Beefeater Gin, has its own legal team. These vary in size depending on the size of the brand. Typical legal work for the HQ and the various brand teams includes IP protection and M&A, although specific to the brands is a focus on contracts and supplier issues.
But Hamilton-Stanley has a major one-off matter on the horizon: by 2020 Pernod Ricard is expecting to integrate five separate affiliates and its HQ team into one larger office in Paris, a move that she says will bring ‘a greater degree of collaboration. It will encourage each lawyer to work as part of a bigger team with a broader scope and enable them to collaborate more easily with colleagues, both in the different businesses in France and around the world’.
She has won great admiration from partners after successfully asserting herself in the new role. Aedamar Comiskey, Linklaters’ global head of corporate, describes Hamilton-Stanley as a ‘powerful GC’, the likes of which ‘we need more of in law’. RPC head of commercial, Jeremy Drew, goes further: ‘She is one of those very annoyingly organised people who no matter what you throw at her, she knows the answer, she knows what she wants and is very careful about how she uses her lawyers. A very bright, astute, canny operator – she does a ton of stuff for them. A class act.
Verity Chase
MARKS AND SPENCER
Team size: 30
Major law firms used: Addleshaw Goddard, CMS Cameron McKenna Nabarro Olswang, DWF, Gowling WLG, Lewis Silkin, Osborne Clarke, Slaughter and May
‘Mapping out your career is so important.’
Verity Chase is the highly regarded head of group legal of cherished retail brand Marks and Spencer (M&S), and is a well-known in-house player after being nominated for the Legal Business Rising Star In-House Counsel of the Year Award in 2014.
Not long after the commendation, Chase took over the top legal job at M&S from the long-standing Robert Ivens in 2016, himself no stranger to the GC Powerlist. Since then, she has had ample opportunity to assert herself in a high-profile company going through turbulent times. In the public eye in recent years has been a spate of store closures, instigated in part due to a strategic shift to online sales. In January this year, M&S announced 17 stores set for closure, with a view to shut down more than 100 by 2022.
Chase’s legal team has been heavily affected by this, drafted in to manage consultations with staff whose jobs have been affected by the cuts. She comments: ‘Our employment, commercial and property lawyers will advise on the whole closure process working hand-in-hand with the business.’
It has not all been doom and gloom: Chase had a big hand in establishing a joint venture with Founders Factory, called Founders Factory Retail. The initiative focuses on investing in and growing start-ups related to the sector, and M&S will be Founders Factory’s exclusive UK retail partner, giving it significant first-mover advantage.
Chase says the best piece of career advice she has received came from former M&S chief executive Steve Rowe, whom she considers a mentor. ‘He said: “Where are you now and where do you want to be? What skills do you need to get there?” Just that simple process of mapping out your career is so important.’
Alice Marsden
THOMAS COOK
Team size: 40
Major law firms used: Allen & Overy, CMS Cameron McKenna Nabarro Olswang, Latham & Watkins, Lighthouse Law, Slaughter and May
When profiled for last year’s GC Powerlist, Thomas Cook GC Alice Marsden vowed to make 2018 the year of tech. She has duly delivered.
Most conspicuously, this has been achieved by the appointment of a new head of legal operations: Keely Fitzpatrick. Fitzpatrick has an overall remit to improve the usage of technology across the legal function, but she works closely with the procurement division in particular, which now reports into Marsden.
Marsden comments: ‘It works really well to have a global, centralised contracting function. The new ops role works very closely with the procurement team to make sure right from the outset that we have the most competitive bidding processes possible.’
Of Fitzpatrick’s other responsibilities, she has liaised with Thomas Cook’s panel firms to try and drive extra value. With Lighthouse Law, Fitzpatrick has been exploring whether Thomas Cook can take greater advantage of its South African offshoring hub and send more work in that direction.
Another key appointment by Marsden has been a new head of intellectual property, Helen Stanwell Smith. The newly created role centralises Thomas Cook’s IP portfolio and, as Marsden says, ‘makes sure it’s in the right place’. CMS Cameron McKenna Nabarro Olswang has recently been drafted in to help manage the portfolio.
In terms of the wider Thomas Cook business, the legal team has been involved in a number of critical mandates, including a strategic review of the company’s airline division. Also on the agenda was the extension of the company’s partnership with Expedia – previously Thomas Cook offered its city break and hotel-only product solely to the UK market, but this is to be expanded to various European markets.
Marsden is keen to get even more out of her team to continually drive the business forward. She concludes: ‘I make sure my door is always open and that the team can always get in touch with me. I am really happy to be challenged by them too – I truly believe that many heads are better than one.’