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Transport, Infrastructure and Real Estate

‘The Queen must be worried about the heady rise. Rob’s got to go in.’

Rob Booth: General counsel and company secretary, The Crown Estate

Team headcount: 16

Law firms used: Bond Dickinson, Burges Salmon, Gowling WLG, Hogan Lovells, King & Wood Mallesons, Norton Rose Fulbright

Featured as a rising star in the 2014 edition of the GC Power List, The Crown Estate’s recently-appointed general counsel (GC), Rob Booth, now ranks in his own right as a prominent legal chief in real estate. He was chosen to succeed the high-profile director of business operations and GC Vivienne King following an internal restructuring last October.

Booth joined The Crown Estate in 2012 after eight years at Herbert Smith. Now just four months into the GC role for a company with £13bn of assets under management, he reports directly to The Crown Estate chief executive Alison Nimmo and is responsible for legal services at board level and across the business; including Regent Street and much of St James’s in central London; one of the UK’s largest portfolios of prime regional retail and leisure assets; around 340,000 acres of rural land; as well as the UK seabed and around half the foreshore.

Booth has been instrumental in driving forward a series of initiatives to strengthen relationships with external legal advisers on his panel, including targeted reward.

In recent years, he has played a key role in assisting and informing the government on the devolution of The Crown Estate’s activities in Scotland, including several appearances in front of parliamentary committees in Westminster and Holyrood.

Hogan Lovells chair Nicholas Cheffings says: ‘Dealing with both the arcane and the commercial – a norm for an organisation that traces its roots to William the Conqueror – Rob has skilfully ensured that devolution discussions are undertaken in an informed manner.’

Cheffings adds: ‘Rob has been at the cutting edge of the law. The nature of The Crown Estate’s public status and independent commercial mandate adds a unique and challenging dynamic to his role. In a very short time in an in-house role, Rob has shown himself to be mature beyond his years. He is not fazed by new challenges and he has rapidly become a critical component in The Crown Estate’s executive team.’

Another head of property at a leading City firms says of Booth: ‘The Queen must be worried about the heady rise. Rob’s got to go in [the GC Powerlist].’

Matt Wilson: Legal director, UK Ireland and Nordics, Uber Technologies

Team headcount: Four

Law firms used: Herbert Smith Freehills, Hogan Lovells, Shepherd and Wedderburn

With an in-house team barely a year old, Uber Technologies legal chief for UK, Ireland and the Nordics, Matt Wilson, is quickly building a reputation for handling major hurdles for one of the world’s fastest-growing companies.

Described as an ‘outstanding lawyer with a brilliant career’, the Baker & McKenzie-trained Wilson specialised in commercial, media and IT law in his formative years, before making the move in-house to Telefónica’s O2 branch as legal counsel. Further stints as a company lawyer included Arsenal Football Club, where he worked on licensing issues, IT contract work, disputes, sports law and regulatory matters.

Telefónica re-hired Wilson as senior business affairs counsel for its digital arm, where he was promoted to head of legal and business affairs. There, he managed major partner relationships and led on major transactional work, including the company’s global partnership negotiations with Spotify and Sony PlayStation, a deal that enabled customers to pay for digital goods and services using their mobile phone bill.

He became Uber’s first domestic UK lawyer in July 2015, a move that ‘shows his broad repertoire of achievements and consistent performance far beyond his experience level.’ In early December 2015, Uber was reported as bigger than any San Francisco technology start-up, including Twitter, and valued at about $62.5bn worldwide – a 200% year-on-year growth rate.

Wilson has dealt with a number of competition-related matters since his arrival. In October, Uber defeated a High Court challenge from Transport for London over the legality of its app in London, while in December Mayor of London Boris Johnson concluded proposals for minicab regulation that would stem the growth of Uber, part of an ongoing campaign to preserve London’s black cabs.

Wilson further handles marketing and advertising issues, negotiating small claims matters and driving the expansion of Uber outside London, which involves dealing with compliance regulation of local authorities on top of legislation.

One recommendation says: ‘[Wilson] has shown the ability to win the trust of senior decision-makers, making him a highly regarded lawyer. He is an innovative thinker who always looks to find creative solutions and suggest alternative approaches without compromising corporate governance. The combination of legal and commercial skills make him the epitome of a lawyer who gets the deal done.’

Julian Homerstone: General counsel, Virgin Atlantic Airways

Team headcount: Nine

Law firms used: Bird & Bird, Burges Salmon, Dentons, Freshfields Bruckhaus Deringer, Harbottle & Lewis, Herbert Smith Freehills, Macfarlanes

Previously an aviation lawyer at DLA Piper, Julian Homerstone joined Virgin Atlantic in 2002, becoming general counsel three years ago.

He now leads a nine-strong legal team at Britain’s second-largest long-haul carrier, managing an annual legal spend of £5m and advising on strategy relating to the worldwide activities of operating companies within the Virgin Atlantic Group.

Homerstone is noted for his ‘ability to translate complex legal issues into commercially effective solutions for the business’ and his ‘commitment to communicating in a business-effective manner’. He is further cited for effectively managing the competing interests of stakeholders within Virgin Atlantic, as well as the many external stakeholders such as customers, trading partners, worldwide regulators and investors.

One recent achievement was his role leading Virgin Atlantic to complete a groundbreaking £220m secured bond financing in December 2015, using a major proportion of the airline’s slots at Heathrow Airport. The high-profile deal was the first-ever successfully completed for this asset class in Europe. As a transaction that required a considerable degree of innovation to succeed, it involved major operational considerations for Virgin Atlantic as well as a raft of complex employment, tax, regulatory, contractual and financial legal issues.

One private practice observer comments: ‘Julian sat at the heart of the Virgin Atlantic team working on the transaction and making key decisions on these issues. He was also the primary co-ordinator for the broader transaction team, including the investment bank and more than five different law firms who worked on aspects of the deal.’

Philip Bramwell: Group general counsel, BAE Systems

Team headcount: 130

Law firms used: Addleshaw Goddard, Allen & Overy, Blake Morgan, Eversheds, Freshfields Bruckhaus Deringer, Herbert Smith Freehills, Linklaters, Pinsent Masons

From a student majoring in chemical engineering to becoming the legal chief at BAE Systems, the third-largest defence group in the world, group general counsel Philip Bramwell has come a long way in forging a reputation as one of the in-house community’s most respected lawyers.

One of the pioneering generation of lawyers that actively targeted a career in-house at the birth of employed profession as a genuine branch, Bramwell has worked across a range of sectors and matured into one of the most seasoned GCs in the UK, able to marshal first-rate presentational and communication skills.

Major in-house roles in the last 30 years have included serving as European GC of BellSouth Corporation before moving to BT as chief counsel for M&A in 1998, followed by O2 as GC and company secretary in 2001. Since his arrival at BAE in 2006, he has ensured sustained development of the company’s legal division, which has doubled in size while headcount in compliance has quadrupled and litigation costs have fallen by 80%.

Understandably, Bramwell disagrees with the cliché of a career in-house being an easy option. He says: ‘I never knew who perpetrated the myth. In-house lawyers are mainly freed from the tyranny of the billable hour. But it’s only to be replaced of course by the tyranny of corporate life and deadlines… and public scrutiny. While the pressures are different, they are not necessarily lower in corporate life, it’s just different practice.’

Admired as a ‘legal leader’ by BT group GC Dan Fitz, significant work handled by Bramwell in recent years includes the high-profile competition investigation by US prosecutors and the Serious Fraud Office over a £6bn arms deal with Saudi Arabia – where he eventually negotiated a £286m settlement. And with the current backdrop of heightened security threats, the company manages a range of government contracts, including roughly 40% of company revenues coming from the US alone. In January, BAE signed a $400m deal with the Pentagon to develop protective electronic warfare systems for one of the largest transport aircrafts in the military fleet.

Set to carry out a UK-focused panel review in 2017, one Bramwell doesn’t expect to ‘radically change’, he adds: ‘When I look at young secondees we have from law firms, their overwhelming impression is they are given far more responsibility and accountability in-house. The rigour of the work – the requirement for it to be right and deliver world-class advice in a timely, cost-effective way, means the pressure is great.’

Mark Packer: General counsel Europe, Lend Lease

Team headcount: 20

Law firms used: DAC Beachcroft, Eversheds, Herbert Smith Freehills, Linklaters, Nabarro, Pinsent Masons

Lend Lease chose the ‘demanding but fair’ Mark Packer to fill the role of EMEA general counsel after its longstanding chief Patrick Gloyens resigned from the role in the summer of 2014. Packer, who before joining Sydney-headquartered Lend Lease in 2009 was co-head of real estate finance at Eversheds, had headed the development, investment management and continental European businesses before taking the role.

Packer is credited for his co-ordination of the sale of Lend Lease’s final stake in Bluewater shopping centre to Land Securities for £696m. With a complex lease structure, which required a property and corporate reorganisation before its acquisition, the deal required a close-out of the debt under which the shopping centre was originally developed and Lend Lease faced litigation from Prudential to clear an alleged pre-emption claim.

This year saw Packer handle legal issues on the property giant’s joint venture with London and Continental Railways in relation to a 22-acre site next to the Queen Elizabeth Olympic Park, known as the International Quarter. Both Deutsche Bank and Legal & General’s retirement arm made an investment. An advocate for greater diversity in business as well as health and wellbeing for the workforce, Packer chairs the company’s not-for-profit organisation Be Onsite, aimed at encouraging people to return to or become involved in projects.

One admirer says: ‘Typical of Mark, he doesn’t just want the job title, he wants to make a difference and sees clearly what he needs to get the job done. He is a team player who brings the most out of internal and external legal teams for the benefit of the business. I have never seen him visibly stressed or panicked despite the volume of work and responsibility he carries.’

Richard Tapp: Director of legal services and company secretary, Carillion

Team headcount: 30

Law firms used: Ashurst, Clyde & Co, Clarkslegal, DLA Piper, FBC Manby Bowdler, Kennedys, Linklaters, MacRoberts, Pinsent Masons, RPC, Slaughter and May

‘Over the next five years 20% of jobs will be automated,’ says Richard Tapp, Carillion’s forward-thinking head of legal. ‘GCs [general counsel] have been slow to reflect on what this will mean for the legal profession. In a very conservative profession like law, the way people organise their work hasn’t really changed in decades. The question I ask is whether it’s because the nature of the work can’t be reorganised or because the law is an innately conservative profession?’

One of a handful of pioneers shaping the management of in-house legal services over the last decade, Tapp is often cited as one of the earliest adopters of innovative business ideas, including helping establish the construction giant’s own legal outsourcing arm, Carillion Advice Services (CAS).

Originally intended as a legal aid advice centre, cuts to the legal aid budget led to CAS being remodelled as an outsourcing centre to both Carillion’s own business and other corporate legal teams. This flexibility, Tapp says, is something he and the in-house team have to demonstrate on a daily basis.

‘A big part of our business is public sector outsourcing and the perspectives of government change on a regular basis, which means we have to ensure that we are contracting on acceptable terms and conditions with acceptable levels of risk,’ he says.

Major projects handled by Tapp’s team recently include the company’s bid for a share in £900m work preparing the ground for the first stage of the HS2 high-speed railway project between London and the West Midlands in December, and last year’s £200m contract to provide facilities management services for public sector prisons.

Tapp adds: ‘Everyone expects professions to use checklists to make sure professionals are doing their jobs properly and law is one of the most professional professions, so to speak. The law is itself a form of check list, so why not do things in a smarter way?’

Having co-authored the book Managing External Legal Resources, another major focus on Tapp’s agenda is ethics and compliance issues, where the team ensures it is ‘culturally where it needs to be and testing that robustly’. Last year it received the investing in integrity award run by the Institute of Business Ethics. ‘That was a fairly major undertaking requiring audits and monitoring, but it showed the legal team is committed to being the fence, not the ambulance,’ he says.

Tapp is currently editing another book, for publication this year, drawing on a range of pieces from senior GCs.

Perspectives: Matt Wilson, general counsel, Uber

Tell us about your career so far…

I trained in the TMT team at Baker & McKenzie, a 50/50 split between contentious and non-contentious work. You come out with a half-decent skillset. In 2008 I was on secondment to Oracle – doing some work for O2. I really enjoyed the in-house way of doing things – close to the business and not dipping in and out. Both Oracle and O2 offered me a job. O2 was the one for me – it was really exciting. I reported to Ed Smith for three years, he’s a good friend. I did a fantastic array of work from heavy duty commercial contracts to the regulatory side. My first taste of line management experience… and working for a company that was growing very fast.

I moved to Arsenal in 2010 and had a brilliant time. I’m a massive fan – born and bred since I was six-years old standing on the terraces with my old man… I couldn’t resist. After a year being there, I realised it was very seasonal in every sense of the word and the kind of work you do repeats itself.

‘Uber had a job come up. It was too interesting to turn down. They didn’t have a lawyer in the UK, which was nuts.’

Telefónica came to me, they’d just launched Telefónica Digital and the job was based in London under the old chief executive Matthew Key covering a mixture of venture capital work and global partnership deals with Uber and Facebook. They asked me to come on board with a view to leading a team over time. Six months in, I got the head of legal role in one of the divisions and was there for three years. That was a great experience. Three years had passed, we were doing the transaction to sell Hutchison to Whampoa and Uber had a job come up. It was too interesting a challenge to turn down. Uber didn’t have a lawyer in the UK, which was nuts. They had a few in Amsterdam but most were in the US – it’s grown hugely since I’ve come on board. We’re up to over 150 lawyers worldwide, the majority in the US but it’s going to equalise.

Describe a working day at Uber…

Whatever you think you have on your list for that day will be nothing like you imagine unless you’re going to court. I’m typically e-mailing on the way into work, and then there’s a whole diet of stuff to deal with, whether it’s new product launches that involve getting together with our finance teams and lawyers in other divisions and discussing how to implement products we’re launching globally or on a local level. I deal with marketing queries and operational issues, licensing and authorities. What people don’t realise about Uber is the core bit of business is private hire in the UK – we essentially have 50 regulators. We are a fully licensed legal business in the UK and licensed by 50 jurisdictions, including TfL – outside London we have to go to every different council – there are 300 in the UK and we’re in all the major cities. It’s growing really well.

There’s a lot of heated debate around Uber. What have been the company’s biggest problems?

The major challenge is our competitors use the law to stoke the tensions between it and the rise of technology to try to slow us down. And with our public policy colleagues, we fight against that. I remember thinking on my first day: ‘I’ve never seen a bunch of people so glad to see a lawyer.’ There was a queue at my desk. You end up with a long list of things to do and never getting to the bottom of it. The sheer volume of what the legal team has to deal with as the business grows is staggering.

We’re facing more of the same challenges. UberPool was one product and now we’re looking to launch a wheelchair-assisted product in London. That shows another side of Uber, the caring side! That’s somewhere we can really improve. Uber has this certain reputation globally and internally I can say, hand on heart: it’s not like that. We need to get a lot better at telling our story. The other main challenge is helping the business to scale and grow in a structured way. As for the argument put forward by the black taxis, we welcome the levelling of the playing field and the market being as competitive as possible in London and across the UK. We don’t want to see the black taxis die in any way. We would like there to be a good competitive market for consumers.

‘I remember thinking on my first day: “I’ve never seen a bunch of people so glad to see a lawyer.” There was a queue at my desk.’

What should happen to the taxi market?

TfL will not press ahead with some of the more controversial things that would have harmed our business. We worked very hard to show that it would have a detrimental effect on our business and on consumers and the potential for drivers to make money. That would have been really unfair. Our US competitor Lyft has not launched in London specifically because London operates a licensed model. In the UK the barriers to entry are pretty high compared to the US. If we saw some of those barriers relax with peer-to-peer legislation allowing normal people like you and me to register our cars for the purpose of sharing trips that would really open the market up considerably. It will be interesting to see the government’s attitude to bringing in that legislation to enable those kind of services. The benefits to those types of services are reducing car ownership, reducing congestion… and it makes everything more fluid.

Maria da Cunha: Director of people and legal and government affairs, British Airways

Team headcount: 813 (including 20 lawyers)

Law firms used: Baker & McKenzie, Linklaters, Slaughter and May

A former barrister, Maria da Cunha joined British Airways (BA) in January 2000 as the airline’s first competition law specialist. She was appointed legal chief of BA in 2009, taking over the job from Robert Webb QC who returned to the Bar, stepping into the role at a time when BA was in expansion mode, having agreed to merge with Spanish airline Iberia to create one of the world’s largest airline groups.

Since then, the aviation industry has become fertile ground for general counsel, with key developments including greater regulation, the rollout of group class actions and significant M&A activity. As such, da Cunha has been afforded a range of interesting work during her tenure at the UK’s largest airline carrier.

Last year presented a major challenge when BA was the lead defendant in a £1bn case against 23 airlines for colluding to inflate air freight prices by fixing fuel and security surcharges. BA was fined €104m for its involvement in the cartel by the European Commission and an appearance at the High Court followed. The case was controversial, with the then-presiding High Court Justice Peter Smith having to recuse himself from deciding on the claim against BA over a rant about his luggage during a hearing.

Chris Brierley: Head of legal, M&G Real Estate

Team headcount: Four

Law firms used: CMS Cameron McKenna, Gowling WLG, Hogan Lovells

Building a name for himself as a figurehead in the real estate industry, legal chief Chris Brierley oversees the in-house legal function for M&G Real Estate, the investment arm of Prudential. He made the move in-house to asset management group FRM (part of Man Group) from Stephenson Harwood in 2008, which was followed by a year-long stint as senior legal counsel at BlackRock in 2013 before taking the top legal role at M&G Real Estate two years ago.

Across a range of interviews with real estate advisers, Brierley was one of the outstanding property general counsel to receive multiple nominations.

As one of the City’s top property partners said: ‘Who do I rate? Chris Brierley.’

Brierley recently finalised the company’s external legal panel with places allocated to Gowling WLG, Hogan Lovells and CMS Cameron McKenna following a tender process. He also uses secondees on a daily basis.

With over £22.5bn of assets under management, company activity last year generated a slew of transactional work for the M&G transaction management team where the company bought and sold £4.2bn of property, taking the total level of transactions to over £11bn over the last three years. This included £2.6bn of new acquisitions, notably Bloomberg Place in London and Bedfont Lakes Office Park near Heathrow Airport.

The company added to its international portfolio too and bought a €175m office block in Madrid and completed a $230m deal to acquire three retail assets in South Korea. Brierley also worked on M&G’s acquisition from EY as administrators of 500,000 sq ft of prime Manchester office space. The deal involved the purchase of two properties on behalf of two separate funds for over £300m and was one of the largest-ever regional office deals in the UK.

Andrew Garner: General counsel, Associated British Ports

Team headcount: Four

Law firms used: Acuity Legal, Addleshaw Goddard, Andrew Jackson Solicitors, Ashurst, Birketts, Bond Dickinson, Capital Law, Freshfields Bruckhaus Deringer, Geldards, Hill Dickinson, Macfarlanes, Osborne Clarke, Paris Smith, Simmons & Simmons, Slaughter and May, Winckworth Sherwood

Andrew Garner is praised for handling a ‘challenging role’ at Associated British Ports (ABP), which owns and operates 21 ports around the UK and manages around 25% of the UK’s seaborne trade. Garner was appointed to head the legal division in 2005 after joining from travel operator First Choice. Just one year in, he was successfully navigating the company through a multibillion-pound takeover by a consortium of private investors comprising Borealis, GIC, Goldman Sachs and Prudential.

Garner’s responsibilities typically range from handling customer contracts to dealing with the fallout from marine collisions. Highlight mandates include the company’s major investment at Green Port Hull, the single biggest investment in the port of Hull since it was constructed 200 years ago.

His other key challenge is keeping up with growing levels of regulation and legislation. As such Garner is concerned about the forthcoming Brexit referendum this June. ‘Regulation does not just come from the EU, although it seems to promulgate quite a lot of it. It is a challenge. We would prefer to stay in a reformed Europe but we back the view that there ought to be reforms of the EU and the way it operates.’

Garner takes a flexible view on dealing with external advisers and does not have a formal panel. Instead he calls on a roster of up to 23 firms, which is split into two camps and comprises some regionally-based and close to ports and others that do more centralised work. Annual external legal spend is generally between £1m and £3m, but this varies from year to year and depends on whether ABP is involved in major development projects or heavy litigation.

He says: ‘We very rarely use anyone and certainly don’t have fixed relationships. We’re all corporate and commercial lawyers and as a company our money comes from customer contracts. We’re better at doing it than firms because we know our business and the people we usually deal with.’

Says one admiring partner: ‘Garner is a strong pick. ABP is a challenging role.’

‘One of the best GCs around.’

Suzanne Wise: Group general counsel and company secretary, Network Rail

Team headcount: 32

Law firms used: Addleshaw Goddard, Bond Dickinson, Clifford Chance, Dentons, Eversheds, Kennedys, Maclay Murray & Spens, Winckworth Sherwood

Becoming the group general counsel (GC) for a public sector body with an annual turnover of £6.3bn and around 34,000 employees is an achievement for anyone, but Network Rail’s Suzanne Wise stands out in her own right as ‘one of the best GCs around,’ according to Clifford Chance project finance partner Gavin Teague.

Trained at Lewis Silkin, Wise cut her teeth as an associate at commercial law boutique Crossman Block (now RadcliffesLeBrasseur) before embarking on a career in-house at tobacco company Gallaher Group in 1989. She spent 19 years at the company and ascended to group head of legal in 2000, working for the company during its restructuring phase and built up her experience working on disposals of the non-tobacco businesses in the group, including being heavily involved in the 1997 demerger from its American parent company American Brands and the subsequent listing on the London Stock Exchange.

Eight years later Wise was recruited by UK food producer Premier Foods as GC and company secretary for four years before taking the top legal job at Network Rail, a position she was initially unsure of taking considering her lack of engineering knowledge and never having worked in a regulated industry before. Since then her role has offered major challenges, particularly as the transport giant transformed from a private company to an arm’s-length body of the Department for Transport (DfT), with Wise and her team credited for negotiating with the DfT what that would mean for Network Rail’s governance and processes.

In 2013 Wise took stock of Network Rail’s external adviser relationships, cutting its law firm panel from 12 to five core advisers. Wise did, however, retain a trio of firms for work in specialist areas, including Clifford Chance for treasury/capital markets matters; Kennedys for health and safety and regulatory enforcement; and Winckworth Sherwood for public law. She simultaneously brought in key performance indicators for law firms while continuing to extend fixed-fee arrangements and a system where parts of the Network Rail business can go direct to panel law firms for certain categories of work.

High on the organisation’s agenda this year is Network Rail’s potential sale of its power network as part of a broader shake-up to raise more than £1.8bn and bolster its finances. Made public in February, it follows the state-owned company’s review of a host of disposals to help plug the funding shortfall in its delayed £38bn railway upgrade plan. The company announced in 2015 that it would raise £1.8bn from the sale of railway arches, car parks and advertising hoardings.

Carol Hui: General counsel, Heathrow Airport Holdings

Team headcount: 30

Law firms used: Allen & Overy, Berwin Leighton Paisner, Blake Morgan, Brodies, Eversheds, Freshfields Bruckhaus Deringer, Herbert Smith Freehills, Pinsent Masons

Slaughter and May-trained Carol Hui has forged a reputation as one of the most experienced and respected general counsel (GCs) around, with a long and varied career under her belt, which includes starting her in-house career at British Gas.

Hui broadened her credentials when she moved to construction group Amey as GC in 2000, and ran that team for the best part of a decade before being headhunted to push through a major shake-up of the legal team at Heathrow, the UK’s largest airport operator and one of the world’s largest transport concerns, then named BAA.

Since then, a career highlight for the corporate lawyer has been her involvement with Heathrow’s bid to gain support for a third runway, a plan that would raise its capacity from 480,000 flights a year to a projected estimate of 740,000.

The plans are tied up in a politically charged debate over policy on airport expansion. Hui played a significant role in drawing up the proposals, and became executive sponsor for Heathrow’s capacity programme. The Airports Commission, chaired by Sir Howard Davies, made a ‘clear and unanimous’ recommendation last June that an extra runway should be built at Heathrow, but in December the government further prolonged the debate by only agreeing that a new runway was needed, deferring a final response on its location. A final decision is expected this July.

Like many other GCs, high on Hui’s agenda this year will be the upcoming Brexit referendum in June and she says: ‘A vote to remain offers the best of both worlds – it secures the UK’s place as a powerhouse in the global economy, while remaining in the world’s largest free trade zone.’ Heathrow’s chief executive John Holland-Kaye warns that leaving the European Union would bring a serious blow to British businesses, echoing the sentiment by key figures in the aviation industry.

Helen Mason: General counsel, Morgan Sindall Group

Team headcount: Six

Law firms used: Pinsent Masons, RPC, Slaughter and May

Having joined Morgan Sindall Group as its first GC from Fieldfisher in 2014, Helen Mason is cited by peers as a lawyer with ‘extremely high emotional intelligence’; the ‘ability to form personal connections’; and having ‘a good eye for foreseeing legal risk to the business’.

The UK construction and regeneration group has a diverse portfolio of services, with five divisions comprising construction and infrastructure, fit-out work, affordable housing, and urban regeneration and investments.

Since joining, Mason has advised on two multimillion-pound disputes simultaneously as well as managing the day-to-day legal issues of the group, although revenues increased by 7%. A sign of the turbulent nature of the construction market, and the challenges faced, includes a pre-tax loss of £14.8m for 2015 and the write-off of nearly £47m on two construction contracts for the Ministry of Defence at the Faslane Naval Base in west Scotland.

For Mason, her main priorities include risk management, working on a range of issues from the drafting of building contracts to the employment of senior personnel, but she has also worked on improving the legal team’s accessibility to the business. She says: ‘We’re more part of the business than many lawyers at construction companies. We’re much more personable than most.’

One private practitioner cites her ability to ‘create trust and a perception of value in the legal function across an organisation which historically did not employ in-house lawyers, and was driven very much by the commercial function.’

Hugh Ford: General corporate counsel, Intu Properties

Team headcount: Three

Law firms used: Gowling WLG, Macfarlanes, Ogier

Responsible for all legal affairs for London and Johannesburg-listed Intu Properties and its subsidiaries, Freshfields Bruckhaus Deringer-trained Hugh Ford has worked in various industries, starting out as a commercial lawyer at British Airways, ascending to the role of general manager for legal at Virgin Atlantic Airways until 2003, before taking the top spot as general corporate counsel at Intu.

Significant matters include the company’s acquisition of a 50% stake in three shopping centres from Westfield for £867.8m in 2014, a deal which required a multi-disciplinary team handling a complex trust and corporate structure. In 2013, Ford advised on Intu’s £250m investment in Midsummer Place Shopping Centre from Legal & General, alongside a team from Wragge & Co.

‘Hugh possesses all of the qualities of a great general counsel.’

While not one of the most well-known names in the broader in-house legal community, Ford has nevertheless impressed by demonstrating ‘good and tested judgement gained through managing and dealing hands-on with complicated and detailed transactions’, according to Macfarlanes senior partner Charles Martin. ‘Hugh possesses all of the qualities of a great general counsel. His communication and project management skills are excellent and he has the presence and gravitas to engender confidence and credibility both with lawyers and commercial teams,’ he says.

With an investment portfolio of properties valued at £8.9bn, the company is largely focused on shopping centre management and development, and subsequent structural change during Ford’s tenure includes the demerger of its subsidiary, Capital & Counties Properties, to form an independent business in 2010.

Ford has also been active in the in-house community on the executive committee of the GC100.

Martin adds: ‘He effectively anticipates and focuses on the important risks arising from a transaction. From the external lawyer’s perspective, it is also always a pleasure to work with Hugh on a transaction as you know he will be supportive and it will be well managed with clear and thorough instructions, with the key issues being identified and addressed from the outset.’

David Eveleigh: Group general counsel and company secretary, Serco Group

Team headcount: Six

Law firms used: Ashurst, Clifford Chance, Linklaters, RPC

David Eveleigh joined FTSE 250 outsourcing company Serco in 2014, replacing company secretary John Hickey, who remained with the company in a senior role. Eveleigh was handed a new, expanded role at Serco overseeing all of the group’s legal affairs.

At the time of Eveleigh’s appointment Serco, along with a number of its competitors, was facing allegations of overcharging for criminal monitoring contracts, ie ‘tagging’. With around a quarter of Serco’s income coming from government contracts, the scandal eventually saw around £600m wiped off the company’s market value in a year that ended with pre-tax losses of around £1.3bn.

Eveleigh’s first task was to provide a steady hand on the tiller and make sure the company returned to a position of strength as soon as possible. He advised on Serco’s £550m rights issue in 2015 and has since played a lead role in a number of important matters that have seen the company’s fortunes improve of late. The group has recently disposed of its Indian business processing outsourcing arm to the private equity firm The Blackstone Group in September to refocus on public sector contracts in the UK and US and what chief executive Rupert Soames has called its ‘sweet spots’ – mainly work for the Ministry of Defence (MoD).

Eveleigh will be closely involved with a pipeline of government work for Serco, including instructions from the MoD and justice secretary Michael Gove’s plan to build nine new prisons.

Prior to his move to Serco, Eveleigh was BT Global Services general counsel (GC) and company secretary. During his time at BT Eveleigh sat on the telecoms giant’s global services legal leadership team for the wider BT Group. Prior to this, he was GC for BT’s North American and Latin American operations. Eveleigh started his legal career as an associate at Ashurst Morris Crisp.

For further analysis, see: GC Powerlist 2016

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Whitehall, Public Sector and Regulatory

Nick Olley: General counsel, Department for Transport

Team headcount: 93

Law firms used: Addleshaw Goddard, Allen & Overy, Burges Salmon, DLA Piper, Fieldfisher, Freshfields Bruckhaus Deringer, Hogan Lovells, Eversheds, Norton Rose Fulbright, Simmons & Simmons, Winckworth Sherwood

Following an extensive recruitment process across Whitehall and beyond, Nick Olley was appointed as legal chief to the Department for Transport (DfT) in 2013, and succeed the high-profile Christopher Muttukumaru, who is now a mediator at Monckton Chambers.

Olley was previously a partner at Burges Salmon, heading up its transport sector group, and previously led its commercial department. Since becoming involved in rail privatisation in the early 1990s, Olley has built up an impressive reputation as a transport specialist. He has previously led large teams and advised on complex transactions.

Significant mandates under his belt since joining DfT include working on the government’s £32bn HS2 high-speed rail network venture, which has seen dozens of lobby groups oppose the project.

The DfT is also embroiled in a dispute with Heathrow Airport over an annual £40m payment to link Crossrail to its stations. Heathrow has paid out more than £1bn building the Heathrow Express line connecting terminals with London’s Paddington station, and the government wants to use part of the line for Crossrail but is resisting the proposed fee.

The legal team is additionally involved in transport aspects of the devolution agenda, which relates to passage of the Scotland Bill, further devolution to Wales and the impact of English devolution, including the framework for sub-national transport bodies, such as Transport for the North.

And, following a report by the Competition and Markets Authority, the legal team is reviewing far-reaching proposals for the replacement of the current franchise system, which was established following privatisation under the 1993 Railways Act, with a licensing scheme on intercity routes.

The DfT will this year also be involved in an initiative to trial driverless lorries in the UK, with the government preparing to fund the trials as part of plans to speed up lorry deliveries, use less fuel, and cut congestion.

One partner at a City law firm comments: ‘Nick Olley is a very good leader. Only a couple of years into his job… he’s making a real success of it.’

Helen Vernon: Chief executive, NHS Litigation Authority

Team headcount: 250

Law firms used: Bevan Brittan, BLM, Browne Jacobson, Capsticks, Clyde & Co, DAC Beachcroft, Hempsons, Hill Dickinson, Kennedys, Ward Hadaway, Weightmans

The NHS Litigation Authority (NHSLA) appointed Helen Vernon as its chief executive in 2014 to succeed Catherine Dixon, who departed to become chief executive of the Law Society.

Beginning her career within the insurance profession, an interest in healthcare claims took her to the Medical Defence Union before joining the NHSLA in its infancy in 1998.

Vernon has managed complex and high-profile litigation against the NHS, including the Nationwide Organ Retention group action, where the High Court ruled that hospitals acted unlawfully in removing the organs of dead children without their parents’ permission.

The NHSLA is also increasingly contesting additional costs liability in cases where claimants secured legal aid funding prior to the Legal Aid, Sentencing and Punishment of Offenders Act reforms in 2012. In these cases, claimants were given legal advice to switch to a conditional fee arrangement and after-the-event insurance model before the reforms were introduced in April 2013. Under Vernon’s leadership, the organisation has saved the NHS more than £107m through challenging claimants’ legal costs leading to an average 33% reduction in bills; and has saved more than £1.2bn by rejecting over 4,000 claims without merit, according to its 2014/15 report.

Her agenda since taking leadership relates to managing the costs of clinical negligence levied at the body, figures which are rising. The NHS in England paid out over £1.1bn in 2014/15 to lawyers and to patients who suffered harm, according to 2015 figures, while this year it is expected to total £1.4bn.

Jonathan Jones: Treasury Solicitor and head of the Government Legal Service, Government Legal Department

Team headcount: 1,424

Law firms used: 47 external law firms across eight divisions. The framework will expire in January 2017

Jonathan Jones took up his post as Treasury Solicitor and permanent secretary of the Treasury Solicitor’s Department on 1 March 2014, which rebranded as the Government Legal Department on 1 April 2015.

He serves as the government’s most senior legal official and as permanent secretary of the Government Legal Department, which houses 1,300 lawyers and has an annual budget of £180m, nearly all of which comes from fees charged to other government departments – a combination of hourly rates, usually for litigation work, and fixed fees for advisory work.

Jonathan Jones serves as the government’s most senior legal official.’

The team provides a full range of legal services to government departments and other public bodies, including expert advisory, litigation, commercial and employment law services; drafting statutory instruments and other subordinate legislation; advice on the development of new legislation; preparing instructions for bills to be drafted by parliamentary counsel and assisting in the handling of bills in parliament; and advice on legal policy and practice.

The department is also responsible for collecting, managing and disposing of ownerless property and other assets in England, Wales and Northern Ireland. Several government legal teams have been brought into the department over the past two years, including the Home Office and Ministry of Justice under the line management of Jones.

In a period where the public sector is under immense pressure to reduce costs, Jones is tasked with demonstrating the team is working efficiently. Previous roles undertaken by Jones include serving as director general for the Home Office legal advisers branch from 2012-14; deputy Treasury solicitor at the Treasury Solicitor’s Department from 2009-12; director general of the Attorney General’s Office between 2004 and 2009; and legal adviser to the Department for Education.

Geoff Wild: Director of governance and law, Kent County Council

Team headcount: 125

Law firms used: None

With 125 lawyers, Kent County Council’s Geoff Wild is known for leading one of the largest and most forward-thinking teams of local authority lawyers in the UK. Specifically named Kent Legal Services (KLS), it operates as an in-house trading practice that generates its own income, serving over 600 clients nationwide from across the whole of the public sector, including providing ad hoc legal services to over 300 public sector bodies.

Wild has pioneered a structure that makes the legal team as distinct from the council as possible, while still sitting within the local authority’s Maidstone headquarters. Key initiatives include Law:Public, a joint venture with Geldards in 2013, aimed at further extending its geographical reach and the range of services, generating greater cost efficiencies at the same time.

In each of the three years to 2015, KLS averaged a profit of £2.5m on income of £8.5m, while between 2012 and 2015 it reduced the cost of service provision by £1.1m; saved £410,000 with advice on projects that would otherwise have needed external advice, generated £244,000 in income from 206 new external clients, and made £155,000 through various training initiatives.

Additionally it is now handling 1,000 hours of advocacy through in-house resources, five times the amount when the project started, and developed a series of workflows that automate the delivery of legal advice.

Wild is an advocate for pushing the remit of in-house counsel, and dispelling the image of local authority lawyers as bureaucratic civil servants and displaying their talents as entrepreneurs. Under Wild’s reign Kent County Council introduced its first trainee programme in 2013 in a bid to develop the next generation of lawyers.

As leader of the body’s democratic and member services functions, Wild is responsible for supporting the council’s decision-making and scrutiny processes, together with providing key administrative support to elected members. He is also the council’s senior information risk owner and responsible for the team who make sure the authority complies with the legislation that gives people a right to access publicly held information.

Public sector lawyers like Wild looking to reshape the in-house role are often restricted, as the Solicitors Regulation Authority places limits on the services in-house lawyers are able to provide. One option is the acquisition of an alternative business structure (ABS) licence and the council last year issued its tender for a commercial partner for an ABS but has yet to make a decision.

Wild started out in the mid-1980s as an articled clerk at Greater London Council, and served in-house at Basingstoke and Deane Borough Council and the London Borough of Wandsworth, before joining Kent in 1989.

Sonya Branch: General counsel, Bank of England

Team headcount: 100

Law firms used: Freshfields Bruckhaus Deringer, Travers Smith

Sonya Branch joined Bank of England (BoE) as general counsel (GC) in May 2015, a month after chief legal adviser Graham Nicholson’s decision to retire. It was a position she accepted amid difficult circumstances for the 322-year-old financial regulator. BoE had faced an independent investigation into its alleged role in manipulation of the foreign exchange market and was subject to an ongoing investigation by the Serious Fraud Office into its activities during the financial crisis, an unusual situation for the central bank of a major and trusted financial centre.

Branch was called upon from day one to help BoE deal with the reputational damage and ensure the investigation was concluded efficiently. Prior to her appointment, Branch held the role of executive director of enforcement and mergers at the Competition and Markets Authority (CMA), where she was well regarded as both a lawyer and problem solver.

Having begun her career at Linklaters, Branch was also previously a partner at Clifford Chance, where she specialised in financial services competition law.

Previous public sector positions include a stint at the Department for Environment, Food and Rural Affairs, as well as a board position at the Office of Fair Trading prior to its merger with the Competition Commission to form the CMA.

The GC role at BoE, which previously carried the title chief legal adviser, is the executive director for the legal directorate – responsible for providing legal advice to the bank as well as its subsidiary, the Prudential Regulation Authority.

High on BoE’s agenda will be contingency planning for the result of the upcoming Brexit referendum on 23 June.

Sean Martin: General counsel, Financial Conduct Authority

Team headcount: 70

Law firms used: Baker & McKenzie, Dentons, Kingsley Napley

Receiving high praise from disputes specialists, including Clifford Chance (CC) veteran litigators Simon Davis and Roger Best, is the Financial Conduct Authority (FCA)’s high-profile legal chief Sean Martin.

Martin has built an impressive career in managing legal issues at government bodies. Having trained at Boodle Hatfield, followed by a stint at Freshfields Bruckhaus Deringer, he spent five years at the Treasury Solicitor’s Department’s litigation division until 1998. He then took a year-long career break but ended up taking on a six-month stint at the Department of Justice in Hong Kong. Returning to the Treasury in 1999, Martin’s prominence in-house is evident from his multiple senior roles, serving as legal adviser at the Ministry of Defence, to manager of the law policy and international co-operation department for the enforcement division at the Financial Services Authority (FSA) in 2004. In 2011 he was appointed chief counsel for the markets funds and authorisations department at the body before his promotion to general counsel (GC) in 2013.

Aside from overseeing a team of just over 70 at the UK watchdog, he has been responsible for legal advice and support relating to the transition from the FSA to the new regulatory architecture, now comprising the FCA, the Prudential Regulation Authority and the Financial Policy Committee of the Bank of England.

Martin and his team are known for handling most legal work in-house, which can involve anything from the implementation of EU directives to regulating consumer credit companies. Its most significant work lately has been in the Forex scandal, where in November 2014 it fined five banks £1.1bn for failure to stop traders from manipulation of the foreign exchange market, a sanction that marked the first settlement in a global investigation and the largest-ever imposed by the FCA. It subsequently launched an industry-wide remediation programme to ensure firms address the ‘root causes’ of these failings and drive up standards across the market.

Martin is additionally cited for his handling of an investigation into the FCA itself last year, where it appointed CC’s Davis to report on its behaviour in leaking a business plan to The Telegraph to review certain long-term life assurance products, a move which caused £3bn to be wiped off share values. The report stated that Martin’s preventative approach, including advising the FCA board there was ‘material risk’, was sound.

With the FCA’s much touted senior managers regime coming into force this March, Martin is the most influential GC in the regulatory field.

Alun Milford: General counsel, Serious Fraud Office

Team headcount: 77

Law firms and chambers used: 5KBW, 9-12 Bell Yard, Blackstone Chambers, QEB Hollis Whiteman, Red Lion Chambers, Slaughter and May

Alun Milford became legal chief at the Serious Fraud Office (SFO) in April 2012, at a time when the body was lambasted in its investigation of real estate tycoons Vincent and Robert Tchenguiz and a raft of senior staff were exiting for high-profile jobs in the private sector, including his predecessor Vivian Robinson QC, who departed to McGuireWoods.

Since then, the agency has come under serious pressure to build a credible reputation as the UK’s main financial crime prosecutor and redefine itself within a highly politicised arena.

Milford is a key figure for the body with a wide-ranging background in investigating white-collar crime. He joined the Crown Prosecution Service (CPS) in 1992 after working as a solicitor in a City firm and became a solicitor-advocate in 1999. In 2004 he joined the Attorney General’s Office, specialising in contempt of court and unduly lenient sentences. Three years later, he moved to the Revenue and Customs Prosecutions Office, establishing and leading its asset forfeiture division. He returned to the CPS in 2009 and was appointed to lead its organised crime division following its merger with the Revenue and Customs Prosecutions Office.

‘Milford is a key figure for the body with a wide-ranging background in investigating white-collar crime.’

While previous regimes had been criticised for a lack of prosecutions, the body has been in a more robust mode of late. The SFO has around 60 live investigations as of February 2016 under director David Green QC’s leadership.

During his time at the helm, Green has opened probes against the Bank of England over liquidity auctions during the financial crisis; supermarket Tesco over accounting irregularities; and engine maker Rolls-Royce over bribery allegations in Indonesia and China. This is against a tight budget with the agency’s annual funding stuck at around £33m for the past four years. SFO prosecutors asked the government for £21m in additional funding in January, the fourth such request in as many years and said £15.5m of this was needed urgently.

Milford has also been engaged with the SFO’s rolling out of the UK’s first deferred prosecution agreement (DPA), a US-style plea-bargain deal, which at the end of 2015 saw the UK arm of Standard Bank agree to pay $33m to settle an investigation into alleged bribes paid to the Tanzanian government to secure a $600m contract. Tesco is understood to be considering a DPA to settle its SFO investigation.

Howard Carter: General counsel, Transport for London

Team headcount: 200

Law firms used: Berwin Leighton Paisner, Dentons, Eversheds, Freshfields Bruckhaus Deringer, Gowling WLG, Herbert Smith Freehills, K&L Gates, Lewis Silkin, Trowers & Hamlins

A standout candidate for his work within the public sector, Transport for London (TfL) general counsel Howard Carter manages a wide spectrum of commercial and contentious issues for the biggest integrated public transport network in Europe, which carries more than 3.7 billion passengers annually and manages £23bn worth of assets.

Carter joined TfL in 2006 having been head of legal and procurement at the Greater London Authority for five years. A qualified barrister, he also previously served as director of legal and secretariat at English Heritage and has worked in local government.

Today he leads a full-service legal department, with a 200-strong team comprising 90 lawyers that shares its services across the public sector. Aside from handling TfL’s core commercial work for operations and capital that gets invested into the Underground, Carter also diverts legal resource towards the office of the Mayor of London, the British Transport Police, the London Legacy Development Corporation – which managed real estate deals for the 2012 Olympics – and handling issues over development and regeneration work for the London Transport Museum.

Ongoing issues include the high-profile London Underground strikes organised by employees over pay, safety, pensions and job security. TfL has also proposed a major regulatory crackdown on taxi app Uber, with a compulsory wait rule.

Carter says the team has ‘really been in the eye of the storm on Uber and regulation surrounding private hire of taxis’ but more significant development work is on the horizon. One of the largest land owners in London, TfL announced in October ‘eye-watering’ plans to create 10,000 homes in London with over 300 acres of land put forward for development, in a bid to generate £3.4bn in revenue over the next decade from advertising, sponsorship and property development to reinvest in updating the transport network.

Carter foresees data protection and privacy law as a ‘huge growth area’ for the public sector, while the team will see a new London Mayor elected in 2016, providing a potentially diverging policy landscape for the transport body.

With in-house legal functions clearly much less considered a bolt-on to businesses from the days when Carter started out, he says the hallmarks of a good GC are being ‘flexible and prepared to take on anything’. He adds: ‘Get broad experience – I’ve worked for many organisations which helps you come up with problems in different ways and view things from a different angle. You need to know your business.’

For further analysis, see: GC Powerlist 2016

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‘Earth has not anything to show more fair’

Cogence Search’s Mark Husband on London litigation.

TripAdvisor has declared London the ‘number one destination on Earth’ for 2016, beating Paris, New York and Rome for the honour. For international corporates, London is an attractive jurisdiction in which to litigate or arbitrate disputes, offering quality legal services as well as a multinational/multilingual talent pool, a variety of funders and funding options, top-tier hotels and cultural attractions.

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Litigation funding: Levelling the playing field

Kobre & Kim’s Robert Henoch and Michael Ng discuss third-party financing.

Outward-facing Israeli companies often find themselves facing off against larger, deep-pocketed adversaries, such as joint venture partners, investors, distributors, customers, licensees, or those who have infringed on their intellectual property (IP) rights. When this happens, well-financed opponents can leverage the threatened expenses of the legal process in their home countries to destroy the rights of smaller Israeli companies. Third-party litigation funding offers a potential solution for Israeli companies to vindicate their legal rights under such circumstances.

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Does populism have a price?

HFN’s Alan Sacks highlights the economic inequality issue.

Despite the obvious successes of the Israeli business sector – driven by Israel’s extraordinary achievements in the technology arena – there are clearly systemic problems in the economy. There are few who begrudge the sudden wealth of hi-tech entrepreneurs who secure an ‘exit’ for their technology and knowhow. The situation changes though when the disparity between rich and poor is highlighted, and when large sections of the public feel that a limited group of individuals is growing rich at their expense.

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Israel: ‘Early exit’ controversy

Yigal Arnon’s Barry Levenfeld discusses tech sector exits.

Do Israeli companies exit too early? Some, primarily government officials, but also esteemed academics, think so. Israeli technology companies should resist being sold, they say. Instead, the companies should develop into global giants, employ thousands of Israelis – including those without advanced computer science degrees – and thereby enhance their contribution to the Israeli economy. The most recent salvo came from Manuel Trajtenberg, a Knesset member and respected economist, who warned at a conference: ‘The exits we applaud today are a disaster for the state of Israel.’ And then, twisting the knife further, he added: ‘A handful of people grow rich by selling the future of the nation.’

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Deal watch: Corporate activity in March 2016

TRAVERS SMITH ADVISES ON $540M SOFTWARE DEAL

Travers Smith and Kirkland & Ellis landed lead advisory roles on the $540m acquisition by Micro Focus of US firm Serena Software. In March, UK software firm Micro Focus said it would acquire Serena Software on a cash and debt-free basis for $540m. Travers Smith acted for longstanding client Micro Focus while Kirkland acted for Serena Software.

 

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Comment: Stefan Stern – Just remember, GCs, Enron thought it was all perfectly legal

Earlier this year the 67th annual oil and gas conference was held by the Center for American and International Law in Houston. Lucky delegates got to hear from a special guest speaker – CFO magazine’s chief financial officer of the year, 2000. The speaker displayed the trophy he had received for his work, and then held up another item – a red prison ID card. Continue reading “Comment: Stefan Stern – Just remember, GCs, Enron thought it was all perfectly legal”