The greater good

Matthew Scully, Clifford Chance: There are two things that I wanted to touch on: first, whether there is such a thing as a good culture – I would say there is no one good corporate culture for all businesses but there are perhaps some basic common features – and, second, the notion of ‘tone from the top’, which is very important but it is not enough because culture has to be embedded. Why are we discussing it around the table here as a bunch of lawyers? We can inject common sense and pragmatism into the debate and to help people understand that the difference between right and wrong is not just what is legal and not legal – sometimes there is something that is legal but is a really bad thing for the business to be doing.

Mark McAteer, The In-House Lawyer: Is there such a thing as a good corporate culture?

Stephen Lerner, Three: Corporate culture is not about what is right or wrong legally. It is a unifying view as to what your company stands for and what employees get behind. If they believe in what you stand for, that engenders trust and that trust will then lead to a positive environment where risks will be escalated and people will feel confident in reporting. If you do not have that trust culture, you have bigger problems than just legal compliance and having your company fall in line with your appetite for risk. Those are all things that are in the purview of general counsel generally but they do not drive corporate culture.

Mark McAteer: Are we talking about the role of the GC as a gatekeeper of corporate values?

David Eveleigh, Serco: You cannot just have the GC as being the go-to person for working out whether culture is good or bad or indifferent. It is definitely not a legal issue. You cannot impose culture by way of regulation or law. People have tried and not necessarily been successful. They are starting to get it a little bit now with things like s172 [of the Companies Act] but, if you look at what is coming out around the culture of a company through ESG [environmental, social and corporate governance], it is all from a very different driver than the law and regulation. Therefore, if it is placed at the GC’s door, you are going down the wrong route because, just handling it as a legal issue, you are not going to get to the culture of the business.

Roger Leese, Clifford Chance: It is interesting now that there is this move to try to increase the relevance of s172 through this new mechanism, which seems to be the way in which this government thinks you can bring in good practice, by forcing transparency through reporting. As the lawyer what I see as the legal risk, for instance, is the gap between what a company reports and what is happening or what happens in the future.

Chinwe Odimba-Chapman, Clifford Chance: Is there a risk that companies that have too strong a purpose and direction do not create the right culture for employees and stakeholders if people who do not necessarily agree with that purpose feel they cannot speak up?

Matt Wilson, Uber: We used to have 14 cultural values at one stage, which is a few too many. There are now seven and they are very different. Some of those older cultural values included ‘principled confrontation’ and ‘toe-stepping’. Toe-stepping was meant to be this cultural value where you could challenge anyone else but it was weaponised and used as an excuse to be a bit of an arse. People said, ‘I am just toe-stepping’. ‘No, you are not. You are clearly being an arse.’

I became really interested in our corporate culture as a GC, and like to think I have played some small part in helping to influence it positively over the last few years with the rest of the leadership. It absolutely means complying with all of those technical things, whether it is equal pay or tackling modern slavery, but having the right culture also means lowering the risk for the business generally so you will have fewer problems. It will lead to the business making the right decisions and being an inclusive workplace where people are able to challenge power or what they see as a hierarchy.

Stephen Lerner: I do not think it is a question of having too strong a culture; it is having the right culture because, essentially, you want to have high levels of employee engagement. That is how you have high-performing companies that are aligned around a unified purpose. If you do not have the right people at the top, it has such a disproportionate influence on everybody else in your organisation. General counsel broadly have a huge influence on the organisation. If we are not aligned to that way of thinking and we act as the policemen of the business, we are not going to have the influence we need.

Mark McAteer: Is culture also linked to the business cycle? You may have the best-intentioned CEO in the world but if you are not turning profit, the message from the top changes.

David Eveleigh: Is it sustainable to have a culture that adapts to where you are in the market? I would worry because I have been in a company that has been through quite a cycle. I came in at the bottom part of it and there were issues. Did that drive the right kind of behaviours? While certain things might be very important to one of the stakeholders – the shareholders – long term they may not be sustainable and it can lead to some poor behaviour. It needs strong governance if that is a driver but the governance is really just a ~defence mechanism for a culture and, if the culture is not right, that is challenging.

Matt Wilson: We have heard about cyclical businesses and I can recognise some of that but I know, from my experience, that if you do not fix things for the long term with some level of baseline or north star that people can come back to, it causes problems.

“When a business is not going so well a GC can push home the message that it is not business at any cost.” Kate Danson, Johnson Matthey

Hannah Hullah, John Lewis Partnership: The John Lewis Partnership has a very clear purpose, which revolves around being a better way of doing business and having a happy and motivated workforce that puts customers first. The challenge is how to provide clarity around how this is achieved. As a co-owned business that encourages empowerment of our partners by involving them in decision-making and how the business is run, this can have unintended consequences. There have to be boundaries and support so that partners can be genuinely empowered to deliver the partnership’s purpose. Tone from the top is key to setting these. As widely reported, we are restructuring the partnership and embarking on a significant period of change bringing our two brands closer together, which is a big cultural shift. However this will, ultimately, ensure that we can continue to deliver against our purpose.

Stephen Godsell, Guardian Media Group: At The Guardian, we have an endowment fund, designed to support the long-term future of The Guardian, created out of the proceeds of previous disposals of non-core assets. The fund is committed to socially-responsible investment and alignment with the values of our organisation.

There is an increasing focus in the market on ESG investing – how investments can be made to generate long-term returns while still being in line with high ethical standards.

Roger Leese: There may be a couple of different strands to this. One of them is really about what we mean by culture. Cultures certainly ought to change and mutate as you go in certain directions. If you are in a start-up, you need to be in the business of taking risks, whereas if you are an established business with thousands of employees, you are stable and you have a different culture. There is also the other part of culture, of course, that is about people doing the right thing and not breaking the rules and not creating risks for the business, which ought to be a core that stays the same throughout the cycles.

“You have value statements and codes to help shape corporate culture but culture is
very much shaped externally as well.” Nick Havers, Marsh

Mark McAteer: Isn’t this about communicating the message that doing the right thing can also be profitable?

Kate Danson, Johnson Matthey: That goes back to the point that, when times are tough, your culture goes downhill. When I think about culture, I often think about it being something much more long term. But when the rubber hits the road, what happens when a business goes through tough times?

Matt Wilson: Do you think part of the role of the GC is to provide some balance to that trade-off between short term and long term?

Kate Danson: Absolutely. Let us be clear that it is not just the responsibility of the GC alone, but one of the things that a GC can try to do when a business is not going so well is to push home the message that it is not business at any cost and make sure this message is coming right from the top as well, because it is then that people are more likely to make rash decisions to push the envelope further because they want to meet their targets.

James Sullivan, Monzo: Absolutely, and it is a dynamic thing. It is not static. As an early-stage company we’re still on a path to profitability but we have a very strong focus on culture.

Nick Havers, Marsh: You have value statements and codes to help shape corporate culture but in my more recent experience, culture is very much shaped externally as well. Like many of the industries represented here, we are regulated. The regulator’s gaze does inform our culture. We might like to present that it is what it is, but the regulator’s lines of enquiry do permeate through and determine the way that we present ourselves on culture as well.

The other externality is M&A activity. We have just gone through a large transaction and there are perceived to be slightly different cultures in the two businesses, and that brings an opportunity through integration to change a little by taking the best of two different cultures and blending them together.

Rupert Hopley, Informa: We have been very busy in M&A over the last few years. One of the biggest integration challenges to create a successful acquisition is bringing together two cultures.

I would point out the differences in cultures not only relate to the businesses themselves but the different country and local cultures they operate in. Those differences come in many ways even at the top of a company, where the corporate governance culture in US companies is different to UK corporate governance. A basic example is how our governance requirements focus on the independence of the non-executive directors and ensuring they do not stay on a board for too long. Similarly the chair’s independence and separation from the CEO role is a strong part of our governance. Our chair’s ability to create a collegiate and engaging atmosphere has helped our executive team take advantage of the knowledge and expertise the NEDs bring to the table. In turn, the chair and NEDs make sure that the goals that have been set and agreed at board level are being delivered in the right way and in the right culture for the organisation, so as to facilitate growth.

Mark McAteer: Can you effectively measure that?

Nick Havers: There is a fine balance. You have those measures, particularly in areas like whistleblowing incidents and customer complaints, for example. If you have none or you just have green RAG ratings, it may be too good to be true; and if you have too many red flags, you appear to have a bad culture. I am not trying to game the measurement but there can be this perspective, for example there have not been any whistleblowing incidents in the last quarter. That may not be accurate or the right indicator. Is the whistleblowing line well publicised, for example?

Mark McAteer: Chinwe, is the right information filtering through when the in-house function does this due diligence on people issues?

Chinwe Odimba-Chapman: In most areas where GCs are asked to advise in relation to regulation, law, etc, the rules are fairly clear. You know what you have to do to keep on the right side of the line. The concern I have with this real focus by the financial regulators on culture is that they find it very difficult to define what culture is. Therefore, how are you, as GCs, meant to go into your boardrooms or to your CEOs and say ‘we are doing everything right’? David, you talked at the beginning about the tick-box approach of the regulator being, ‘Do your s172 statement. Do your gender pay gap reporting. Make sure you choose one of three options for workforce engagement under the Corporate Governance Code.’ You can do all of that and you can say to your board or CEO, ‘We are doing everything,’ and it does not matter. You can have your whistleblowing hotlines and employee surveys but you just need one thing to go wrong and the way that you deal with that wrong thing can make the regulator say, ‘You do not have the right culture.’

David Eveleigh: If you are presenting to the board and that is the only time the board meet you, that is not ideal. If the people on your board are not out in the business on a fairly regular basis, unchaperoned, it is very hard for them to get any sense of the business other than what you have told them.

Rupert Hopley: That said, there is a balance to be struck, as they aren’t employees and may not have the time to be in the minutiae of everything going on in the business. With some of the issues that came out in your sector, it may be great to talk to the person on the ground doing the day-to-day job but, from what I have read, the issues have arisen in the contracts and obligations that people have signed up to. You may well have a challenging sales culture where getting the deal signed is key but the individuals may not know, or understand the nuances of what is being committed to by the company, and the risks that are being taken on. So if that is where the risks arise, closely managing those parts of the business and the localised culture are as important as setting the tone from the top.

Your role in those circumstances is as much as a member of executive management as it as a lawyer. Sometimes being a lawyer and simply giving advice isn’t enough; you are sitting in that room and can influence the decision making, so have a voice at that table.

“Your role is as much as a member of executive management as it as a lawyer. Giving advice isn’t enough.” Rupert Hopley, Informa

Matthew Scully: If that is not done then, you end up with situations where you have rotten apples inside the organisation. A lot of the things we have seen giving rise to massive investigation and litigation risk have come from situations where there is a nice message at the top and it is not just implemented properly because people within the organisation are incentivised to do things other than what senior management is telling them they should be doing.

Mark McAteer: Thank you all very much for your contribution.

Participants

  • Kate Danson, general counsel, group, Johnson Matthey
  • David Eveleigh, group general counsel and company secretary, Serco
  • Stephen Godsell, general counsel and company secretary, Guardian Media Group
  • Nick Havers, chief counsel UK and Ireland, Marsh
  • Rupert Hopley, group general counsel and company secretary, Informa
  • Hanna Hullah, director – legal, John Lewis Partnership
  • Stephen Lerner, general counsel and director of regulatory affairs, Three
  • James Sullivan, VP legal, Monzo
  • Matt Wilson, EMEA general counsel, Uber
  • Roger Leese, partner, Clifford Chance
  • Chinwe Odimba-Chapman, partner, Clifford Chance
  • Matthew Scully, partner, Clifford Chance
  • Mark McAteer, managing editor, The In-House Lawyer

A different mindset

Alex Novarese, The In-House Lawyer: It has been a record period for Asian activity into Europe. How do you see the general trends?

Abhijit Mukhopadhyay, Hinduja Group: China is an issue, because the main difference between the Asian companies, European companies and Chinese companies is that Chinese companies are directly or indirectly state-owned.

The second part of the story is their motives are under question. That is why you find in Germany the government putting up new rules. In Britain, it is looked at with suspicion and we are seeing what has happened with the London Stock Exchange [recently subject to a bid from Hong Kong Exchanges and Clearing].

Roger Barron, Paul Hastings: We talk about the trade wars. One of the ideas coming out is that the Trump administration is forcing people to not do business with certain entities. It feels there is a political side of things even before we get to regulatory hurdles.

Samantha Thompson, Anglo American: There are now more factors feeding into whether to do a deal. One of them is reputation and that includes the reputation of the counterparty. If you have to go to a shareholder vote, to what extent is reputation a factor? If we were to think of selling a big asset, a mine, for example, we would have to think long and hard about who the counterparty is because…

Roger Barron: … stewardship.

Samantha Thompson: Exactly, it’s not just about the money. It is about sustainability and governance – reputation. Even if you had a counterparty with very good sustainability and other credentials on paper, if it is complicated by the politics of whichever country, it just makes it a harder environment to get the deal done.

Alex Novarese: What would be the red flags for counterparty risk?

“It is a question of trust. So the client can accept not to understand every piece of a certain regulation but that you can manoeuvre him through it.” Regina Engelstaedter, Paul Hastings

Samantha Thompson: Reputation overall, environmental record, track record with communities and employees, not having a proper plan for running the asset… You have to do a lot more due diligence up front about how things are going to be run after you have exited, whoever you’re dealing with.

Paul Harvey, Arma Partners: How do you do due diligence on counterparties?

Samantha Thompson: You might use a law firm. You would use an environmental firm. There are other specialist firms if you have concerns.

Alex Novarese: Are there any other kinds of businesses or sectors where people are particularly concerned?

Parminder Nahl, Wyelands Capital: Industries where IP is a key asset. This certainly seems to be one of the key things that Donald Trump has sought to highlight in his statements about wanting a revised trade deal with China.

Roger Barron: There is a question as to at what point does concern for infrastructure and defence stray into paranoia? You find chips in all sorts of things from fridges to toys. The UK changed their rules and are looking at their ability to intervene in general areas of critical infrastructure. That is happening in Europe too.

That was a time when Europe generally was very open to business. We then had a period when the Cameron/Osborne government were very much encouraging of investment from Asia more broadly and China in particular. We now have strayed from concerns of national security arguably into potential paranoia. Discuss.

Regina Engelstaedter, Paul Hastings: It started with IP. This was the core interest of Asian investors and major concern of governments at the beginning. Today, only very few industries are excluded. Next to IP, it is tech and it is infrastructure. Data has now become a hot topic as well, including privacy of data and data technology.

Abhijit Mukhopadhyay: Over the last 30-35 years, you see a pattern going on. [Chinese companies] have acquired almost all the energy assets in many parts of the world, Africa as well as Latin America. There is a fight going on between India and China on how to acquire which assets, especially the energy assets. [Chinese firms] have acquired a lot of metal exchanges. Now, they are trying for the London Stock Exchange. Half of the major infrastructure here is owned either by the Qataris or the Chinese.

Natalie Salunke, Fleetcor: I find your comment about investment decisions being driven by the acquisition of knowledge rather than purely economical echoes my perceptions. We are seeing that countries are ‘empire building’ in a different way to the past.

Abhijit Mukhopadhyay: It is economic control.

“In the UK, the willingness of government to intervene in deals is often swayed by the general mood of the country.” Samantha Thompson, Anglo American

Natalie Salunke: Yes, the empire of knowledge. What I find interesting is the more passive roles of some investment versus your perception that it is a much more active relationship because it is not just a monetary value.

Neel Malviya, Moelis & Company: In late 2015/2016, we worked on six US public M&A deals involving Chinese buyers in a 12-month period. Every single target company had a technology/IP slant and the Chinese buyers were very purposeful about what they were trying to do. Once President Trump was elected, Chinese rules on outbound investment changed and our team suddenly had to reinvent what they did.

Roger Barron: Same here. When the Cameron government handed over to May, there was a definite change of approach. Sonya, what are you saying to your clients?

Sonya Rogerson, Bank of China: People have mentioned trade wars, but there is a very good opportunity here in Europe and people recognise that, despite uncertainty with Brexit. People are being very active in the market, at least in asking lots of questions and scoping for acquisition targets. Certainly, there is a bit of distrust, but it is just [an issue] of education and understanding that there are huge opportunities. People have to be smart about how they partner with the Chinese, understand the differences and try to make it successful.

Alex Novarese: What are the general mistakes that can creep into the process when you have large Asian companies bidding for European assets?

Neel Malviya: When we run sell-side M&A processes, the ease with which deals are done these days is very different to two or three years ago. Every deal is harder to do now. The perception with Chinese buyers seems to be that, while they may be prepared to pay a higher headline price, deal certainty is not there. Frankly, the right advice to the client on the sell side is to consider all bidders, not just the highest bidder. People are often much happier to take the slightly lower bid in exchange for deal certainty.

Roger Barron: We are advising parties on both sides so we find the same issues, whether you are on the buyer’s side or the seller side; basically you need to make sure you are facing up to these concerns early on.

Let us say you are buying in the UK. If you know you are going to have an issue, you go early to the local government authority. You explain it and present your solution to the seller’s side. You cannot just take it at face value. You have to show you have the solution.

Pricing is interesting. I have seen that going both ways. I do not necessarily think there is an execution premium people are willing to pay. What we are advising people is to very much cover that issue off early. Do not leave that to a negotiation on the sale and purchase agreement.

“Governance generally has improved massively across the developed world.” Roger Barron, Paul Hastings

Samantha Thompson: When I was advising Asian clients looking to invest, particularly into the UK, the Takeover Code could throw them completely. ‘What do you mean, “The spirit of the Code”?’

Roger Barron: ‘What happens if you break it?’ Yes.

Samantha Thompson: Exactly. Even when you have gone through that, the concept of what you say to the media, even if it is in your home country, impacting what you can do in the target country is really difficult to manage.

Alex Novarese: Is there any particular way to mitigate confusion around the Takeover Code?

Regina Engelstaedter: It is a question of trust. It is important to establish a really good professional relationship to the client so the client can accept not to understand every piece of a certain regulation but that you can manoeuvre him through it.

Samantha Thompson: The financial adviser can be key.

Roger Barron: You asked an interesting question at the start: ‘Are different types of buyers changing governance and regulation for the future?’ I am going to put it out there as a thesis that the standards of governance and transparency are such that it is no longer good enough to have this middle guy who will sort everything out for you.

Abhijit Mukhopadhyay: Completely true.

Roger Barron: I do not think there will be wholesale changes in powerful countries or players changing regulation. That is not to say they will not have input because the law and the regulatory practice changes all the time by consultation. But I do not think you will find a single player you can strong-arm into it.

Parminder Nahl: Does that point to the fact that, because there is a lack of certainty in who you are dealing with, that stops the potential [deal]?

Roger Barron: That is certainly what people think, but over time will surely increase the level of certainty and the degree of trust you can have in a process because it’s no longer contact based. It is more rules based.

Parminder Nahl: If you draw the analogy to Japan when it was going at a great pace in the 1980s and early 1990s, presumably there were the same concerns about that kind of M&A?

Alex Novarese: Yes, even just looking at the popular culture of the day, there were fears of economic nationalism.

Roger Barron: Governance generally has improved massively across the developed world.

Alex Novarese: Are people expecting resistance in Europe to build up? Will there be more barriers thrown up to Asia bidders?

Parminder Nahl: We are probably getting a wave of protectionism. Certain deals will go through and no one will know about them, but the big-ticket stuff, deals that are going to be on the front page, may meet resistance.

Roger Barron: Do you sense a change [in Britain’s takeover policy]? With the Cobham deal, Advent are a respectable US house [the US private equity firm this year bid for defence group Cobham]. Do you think that would have been reviewed three years ago? I wonder.

Samantha Thompson: In the UK, the willingness of government to intervene in deals is often swayed by the general mood of the country. At the moment, there is more willingness to intervene in part because there is this growing protectionist sense in the UK, given what has been going on for the last three years. There is also counterbalance where industry needs investment. If the car industry needs investment, the government recognises: ‘We may need to look at other options.’ [But] it is not necessarily a rational or predictable distinction.

Alex Novarese: You have just described the dynamic in which we are likely going to have two forces in direct opposition in Britain for probably the next 50 years.

Abhijit Mukhopadhyay: There are more nationalist governments coming in different parts of the world. This kind of government and the leaders that govern, for example Trump, will always try to play the protectionist part to a great extent. It is happening in many countries. It is not only political. It is more of a so-called nationalist approach. It happens especially in Asia.

Parminder Nahl: Having done less inward M&A into China, how easy presently is it to get away?

Roger Barron: [China’s] antitrust authority is famously involved, very sophisticated and often the very last one in a process involving lots of antitrust authorities. I have done deals in a whole bunch of countries around the world. No one is, as a country, especially difficult. They all have their individual issues.

Alex Novarese: So where would you put doing deals in China on the spectrum in terms of just overall challenge?

Roger Barron: M&A is less tried and tested, because of history and the economy. Sometimes on transactions, you may have to spend a little longer on those earlier steps. A lot of everything that goes wrong in deals is a misunderstanding, whether with each other or with the underlying factors. Creating clarity on what needs to happen is the main thing.

“It is about investing in human relationships and acknowledging that Asian companies still place a lot of value in that.” Natalie Salunke, Fleetcor

Paul Harvey: [I have heard it said that] Chinese firms do not pay sell-side adviser fees. I am curious: do they pay legal fees?

Alex Novarese: It is often claimed that Chinese clients pay better rates to Chinese law firms and advisory houses than Western equivalents. How scientific that claim is, I cannot say.

Roger Barron: You have a pretty good view across the board in your position.

Alex Novarese: I have heard it from so many people, there must be something to it. In the European collapse of King & Wood Mallesons, late payment or write downs for the European side of the business [from Chinese clients] was one of many contributing factors.

Sonya Rogerson: Doing M&A in China, you need a different mindset. How you are going to do it is going to be different than in any other country. Successful M&A is thinking long term and building trust. Most successful British or Western companies that have done it have been investing in those relationships over ten or 15 years before they have then executed the M&A strategy, whether an acquisition, a joint venture or starting through alliances. There is a lot of sophistication in the Chinese market, particularly with advisers. Some of the fees the lawyers are getting paid are much higher than they are here in the UK so I do think the market is increasing in sophistication. Western boards need to understand that M&A is just done differently. What would be a Western risk to a Western company may or may not be the same risk. They are coming at it from a completely different perspective.

Roger Barron: A related point on that in terms of knowing: if you are a Western counterparty dealing with a Chinese counterparty, is there a question about knowing who your decision-makers are? I have heard that a few times with people saying, ‘I think I’ve been negotiating with the wrong person’.

Sonya Rogerson: It is quite unlikely you will know who the decision-maker is in all circumstances. It is about access, being patient and not necessarily making your returns as quickly as you might want.

Roger Barron: Just in terms of the payments world, is that something people run into: trying to second guess where the Asian buyers are coming from?

Natalie Salunke: For us it is more about simple economics. The targets in our pipeline just aren’t going to draw the returns we would expect so we are biding our time. It is more about investing in human relationships and acknowledging that this part of the world still places a lot of value in that. The American way may be a lot more process driven, but that doesn’t always work here. There is still this arrogance that, if you want to play with these guys, are you going to play their game or are you going to be the dominant party? If you are arrogant, you are not really playing the game so why would you come out winning?

Alex Novarese: It is interesting that the vastly differing timelines of certain state-owned Asian businesses and the short-term decision-making in public companies in many Western companies is one of many factors causing tensions.

Roger Barron: That is a really good point, whether it is family wealth, state-owned enterprises or government-backed business. Although there are many opportunities that being a listed company will bring you, they also do have advantages in what they can do too.

Alex Novarese: Perhaps we could spend a few minutes exploring opportunities of European and Asian investment back and forth.

Abhijit Mukhopadhyay: Brexit is creating a lot of uncertainty. In the Asian world, there is the India/Pakistan conflict. We are global investors. Geopolitics plays a very important role for us. If the geopolitical stability is not there, there is a big problem.

“We have to assess what price we are willing to pay to get access, because there surely is a price.” Parminder Nahl, Wyelands Capital

Parminder Nahl: There is opportunity because while some industries will still have the same issues about IP, there are other investment avenues that may not be impacted as much. This will largely be dependent on whether what evolves politically is genuine protectionism or paper tiger protectionism. We all know that there are huge opportunities. It is just getting a balance in a way that all parties are comfortable with the risks and rewards of doing business.

Some of the challenge arises because the Chinese do not presently need foreign investment as much as other countries. They have the cash whereas other jurisdictions want foreign investment and are more inclined to change their rules to match whatever they think is the common standard.

Alex Novarese: So the normal leverage is not there.

Parminder Nahl: Exactly. How do you then do that? It is just a longer process. As China’s role in the world changes they will need to reconsider how they interact with the wider world and it is conceivable that it may be in their interests to protect IP rights as they move up the value chain.

Until then, we have to assess ourselves what price we are willing to pay to get access, because there surely is a price. If you are going to do a deal in America, you have to accept that.

Roger Barron: The cause for optimism is the increasing understanding of how to execute those deals. The more people do those sorts of things, the uncertainty or room for misunderstanding dissipates. You will find that will happen too with the internationalisation of advisers.

Neel Malviya: The importance of joined-up thinking has never been more apparent. We do a lot of deals with Asian counterparties and having the wisdom in each continent, and being able to join up, is the difference between getting deals done and not getting them done.

Roger Barron: That is absolutely right. We have all been at negotiating tables where there has been a simultaneous translation going on across the table. That can be a barrier, but you get the people engaged, have some humour through the translator to the other side and, all of a sudden, the room starts melting.

Alex Novarese: Thank you all for your time. 

The panellists

  • Paul Harvey, group business development director, Arma Partners
  • Neel Malviya, general counsel, EMEA and APAC, Moelis & Company
  • Abhijit Mukhopadhyay, president legal and general counsel Europe, Hinduja Group
  • Parminder Nahl, general counsel, Wyelands Capital
  • Sonya Rogerson, general counsel/head of legal and compliance, Bank of China (UK)
  • Natalie Salunke, European general counsel, Fleetcor
  • Samantha Thompson, M&A and corporate legal head, Anglo American
  • Roger Barron, partner, Paul Hastings
  • Regina Engelstaedter, partner, Paul Hastings
  • Matthew Poxon, partner, Paul Hastings
  • Hamish McNicol, corporate counsel editor, The In-House Lawyer
  • Alex Novarese, editor-in-chief, The In-House Lawyer

Different strokes

Rachel Gonzalez, general counsel, Starbucks

Starbucks has a fundamental business tenet that we are creating a welcoming place for all people, and that means inclusion and diversity is critical to our success. We provide inclusion training and tools to managers to ensure we are preparing all leaders to foster a diverse culture based on merit. Continue reading “Different strokes”

Different strokes

Rachel Gonzalez, general counsel, Starbucks

Starbucks has a fundamental business tenet that we are creating a welcoming place for all people, and that means inclusion and diversity is critical to our success. We provide inclusion training and tools to managers to ensure we are preparing all leaders to foster a diverse culture based on merit. Continue reading “Different strokes”

In-house: TransferWise cashes in on competitor’s legal head as mammoth US GC pay packets revealed

Dean Nash

In a month of significant hires and departures, online money payment company TransferWise has snapped up rival Monzo Bank’s chief legal officer Dean Nash (pictured) as its new general counsel (GC) following the departure of Jenifer Swallow in July.

Nash, who featured in the GC Powerlist 2019, has left the company after nearly four years of rapid growth to become the UK’s most recognisable mobile-only bank. Continue reading “In-house: TransferWise cashes in on competitor’s legal head as mammoth US GC pay packets revealed”

‘We’re taking proximate steps’: DAC doubles up in Madrid with 20-lawyer hire

David Pollitt

DAC Beachcroft is looking for further opportunities in Europe and South America after doubling the size of its Madrid office by combining with a three-partner insurance boutique.

The firm today (21 January) took on 20-lawyer outfit Asjusa, which focuses on professional liability and insurance in the healthcare sector, led by partners Eduardo Asensi Pallarés and Iñigo Cid-Luna Clares. The third partner joining is Julio Albi. Continue reading “‘We’re taking proximate steps’: DAC doubles up in Madrid with 20-lawyer hire”

Revolving doors: City laterals abound as RPC hires DWF restructuring head and Linklaters recruits White & Case banking partner

City of London

Firms got back into the swing of City hiring last week after an early January lull as RPC added DWF’s head of business restructuring, Linklaters hired a banking partner and Sidley Austin recruited to its antitrust and competition practice.

RPC has beefed up its restructuring and insolvency team in London with the hire of DWF’s head of business restructuring Finella Fogarty. Continue reading “Revolving doors: City laterals abound as RPC hires DWF restructuring head and Linklaters recruits White & Case banking partner”

Mishcon turns off the lights in New York as partners defect to KWM

New York City, US, cityscape

Mishcon de Reya has called it quits in Manhattan after ten years as the firm’s three remaining partners jumped ship for the New York office of King & Wood Mallesons.

Dispute resolution partners Mark Raskin, Robert Whiteman and Vincent Filardo have joined the global disputes practice at KWM along with six senior counsel and one paralegal. Continue reading “Mishcon turns off the lights in New York as partners defect to KWM”

Late to the party: Reed Smith hires partners from five firms for Brussels launch

Brussels

Reed Smith has opened its fifth European office in Brussels, following the hire of five partners to the firm’s corporate group.

The partners all come from different firms, and will be joined by two associates and one counsel. The partners focus on competition/antitrust, with Brussels long being a hub for international firms’ competition work. Continue reading “Late to the party: Reed Smith hires partners from five firms for Brussels launch”

A record year for ethnic minorities as Clydes, Freshfields, HSF and White & Case partners make 2019 silk round

Royal Courts of Justice

The number of new Queen’s Counsel (QC) has rebounded after a 2018 dip, including a record 22 appointments from ethnic minority backgrounds.

The proportion of female appointments fell, however, two percentage points to 28% of successful candidates, making up 30 of the 114 to take up silk in total. A total of 108 QCs were appointed last year. Continue reading “A record year for ethnic minorities as Clydes, Freshfields, HSF and White & Case partners make 2019 silk round”

Axiom break-off rebrands after failing to find a buyer as LOD launches second German hub

Chris DeConti

Axiom Managed Solutions (AMS) has abandoned efforts to sell to new investors following its split from Axiom, instead rebranding as Factor following further commitments from existing stakeholders.

The legal managed services business was put on the market in early 2019 when the wider Axiom group unveiled plans to pursue an initial public offering (IPO), although that was ultimately abandoned in favour of a sale to Permira. Continue reading “Axiom break-off rebrands after failing to find a buyer as LOD launches second German hub”

Ince stock plummets as firm seeks £16m from shareholders

Adrian Biles

Shares in listed law firm Ince Group fell drastically today (15 January) after the company called for an additional £16m in finance to reload its balance sheet following Gordon Dadds’ acquisition of the firm in 2018.

The placing saw shares fall almost 50% to 45p from 89p, before rising slightly to 47p. Ince sought the accelerated book build to ‘continue with its programme of partner recruitment, especially in the overseas offices to bolster and enhance their existing practices.’ Continue reading “Ince stock plummets as firm seeks £16m from shareholders”

Revolving doors: Crowell & Moring recruits seventh Squire partner in a year as Linklaters loses real estate disputes head

US-branded shark fin in a City sea

The City lateral recruitment market is struggling to return to pre-Christmas activity levels, with only two firms making notable partner hires. Crowell & Moring has revisited Squire Patton Boggs for another partner hire while Addleshaw Goodard has appointed Linklaters’ real estate disputes head as partner.

Crowell & Moring continues to make prominent hires to its London office, most recently recruiting partner Nicola Phillips to its international dispute resolution group. Phillips has experience in asset-based lending, trade finance, insurance, and employment-related disputes. She has also worked on cross-border investigations in Europe and the Middle East as well as complex civil fraud cases. Continue reading “Revolving doors: Crowell & Moring recruits seventh Squire partner in a year as Linklaters loses real estate disputes head”