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SABMiller

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

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

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

Jones is now responsible for leading the group’s global legal M&A and treasury functions. Other notable names include senior M&A counsel James Down, who led the team on its largest corporate transaction of 2014, the company’s joint venture with Coca-Cola in November to form an African bottling operation worth $2.9bn (£1.9bn). Other major work in recent years handled by the team includes the $11.5bn bid for Foster’s Group in 2011; the $1.2bn international placing of the group’s stake in Tsogo Sun (SA-listed hotels and gaming business) in 2014; and the $7bn bond issue in early 2012 to refinance the bank debt taken on to finance the Foster’s bid; plus a wide range of smaller M&A transactions, all handled principally in-house.

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

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

Hogan Lovells City corporate finance head Andrew Pearson says: ‘John has built up a really strong team – technically excellent, very well plugged into the global business and always a pleasure to work with.’

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Diageo

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

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

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

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

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

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

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

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BT

  • Group general counsel and company secretary: Dan Fitz.
  • Team headcount: 400 lawyers including paralegals.

BT’s standout legal team, led by group general counsel (GC) Dan Fitz, along with a senior management team that includes chief operating officer and director of compliance and ethics, Gareth Tipton, and GC for UK commercial legal services, Chris Fowler, has long been ahead of the curve when it comes to innovation. Headlines include being one of the first in-house legal teams to obtain an alternative business structure licence and launching its now long-running and successful legal process outsourcing (LPO) venture. As a result, BT’s commercial external legal spend is down 90% since 2010.

Recent highlights for the team have included a landmark interim ruling from the Competition Appeal Tribunal against TV broadcaster BSkyB, which was ordered at the end of 2014 to make its sports channels available to rival BT, paving the way for BT’s YouView to air Sky Sports 1 and 2. Since moving aggressively into sports in 2012, BT’s legal team in 2013 helped to secure rights to broadcast the UEFA Champions League and Europa League from 2015. Within the legal team itself, 80% of low-value work is now handled offshore by Axiom, which at the start of 2014 won a contract to replace previous LPO provider UnitedLex. Tipton says: ‘We are pushing people up the value chain and being more cost-effective.’ BT’s overall legal spend is now split 58% internal and 42% external.

The team also set up a coaching and mentoring accreditation scheme for senior lawyers in 2014 to help with career development. Another initiative includes the establishment of Your Voice: a forum that includes representative lawyers from across all of the regions in which BT operates and communicates issues to the BT leadership team. The team also offers flexible working as a matter of course, and boasts a notable number of women in senior transactional and commercial roles.

In terms of its dealings with external law firms, BT operates a layered approach, with a regional network of preferred suppliers bolstered by Axiom, Obelisk Legal Support, Halebury, Shilton Sharpe Quarry’s Interim Solutions and NewGalexy. BT also typically fields more work out to regional law firms, with Wright Hassall undertaking a large and growing portion of its commercial instructions.

The telecoms giant has no minimum commitments to its external law firms and the panel is not fixed or exclusive. However, the work being fielded to external firms is becoming more niche – Bird & Bird used to undertake mainly commercial work for BT but, at the last review, around a third of its work related to competition or intellectual property litigation.

Fowler, who has been driving the Axiom deal and other new initiatives, says: ‘A lot of this comes down to leadership. I’m lucky that Dan said to me: “I want you thinking about the bigger picture.”’

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Vodafone

  • Group general counsel and company secretary: Rosemary Martin.
  • Team headcount: 350 lawyers.

Vodafone’s legal team is the equivalent of a sizeable law firm in its own right – housing 350 lawyers in 26 countries worldwide and across legal, compliance and corporate secretariat, with a central team based in the UK. Led by GC and company secretary Rosemary Martin, one of the most well-known and respected heads of legal in the industry, it draws plaudits from all areas.

James Conyers, GC at BSkyB, says: ‘I’ve heard about the sort of things Rosemary Martin is trying to achieve at Vodafone and I always follow what they are up to with interest – in particular the approach to diversity and also the thoughtful approach to managing and developing the internal team.’

After pioneering the outsourcing of work to alternative service providers such as Riverview Law, Obelisk Legal Support and Axiom, the team is now looking towards managing the multiple resources of the in-house legal team, offshore Vodafone lawyers and legal outsourcers.

The team is particularly noted for its diversity focus, especially towards gender. Martin comments: ‘At Vodafone we do quite a lot around diversity, particularly as regards gender. We have job-sharing, which we try to encourage. A couple of senior lawyers are job-sharing.’ In the group legal team itself, which supports the head office, there are 20 nationalities, with 43 men and 65 women.

The legal department at Vodafone is also leading the pack on knowledge sharing and new media. ‘When we talk to law firms about what we are doing on knowledge management, we are probably at the forefront or certainly comparable with the big in-house legal teams, or ahead of some of the law firms, which is quite gratifying as it is something we spend quite a lot of time and effort on,’ adds Martin.

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Atos

  • Group general counsel: Alexandre Menais.
  • Team headcount: 160 lawyers.

In 2014 the total value of deals handled by Atos’ 160-strong, burgeoning legal team reached €3bn, including acquiring part of Xerox for €1.1bn, as the French IT services company also spun off Worldline in a €2bn initial public offering (IPO).

Led by GC Alexandre Menais, the Xerox transaction saw the in-house legal team handle a large chunk of the corporate work, assisted by Weil, Gotshal & Manges.

While large corporate deals are typically immune to strict fee arrangements, the Worldline IPO saw Cleary Gottlieb Steen & Hamilton advise Atos on a fixed-fee basis and Menais has banned all use of the billable hour outright.

The legal team has grown from around 150 in 2012 – the year after Menais joined from Accenture – to 210, which includes a contract management division of around 50 staff.

Menais has also introduced an in-house certification programme under which contract managers and other members of staff are able to achieve legal training and qualifications in modules such as compliance and company secretarial work.

Other initiatives rolled out by Menais and his team – where standout individuals include senior vice president, deputy group GC legal operations and contract management Maria Isabel Pernas Martinez, and head of contract management Beatriz Antona Rodriguez – have been adopted by Atos as a whole, including a buddy system to help new joiners integrate within the company. Menais has also brought in an external consultant to measure the success of Atos’ diversity programme.

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BSkyB

  • General counsel: James Conyers.
  • Team headcount: 120 lawyers.

A ccording to BSkyB’s GC James Conyers, the hallmark of a great in-house team is its ability to ‘successfully identify the key needs of the business it is serving and the most efficient way to meet those needs, ensuring they will continue to be met sustainably in the future’.

The company secretary and five directors of legal report to Conyers. Each director of legal heads up a team or teams, which are focused on a particular part of Sky’s business (eg content acquisition) or a particular legal discipline (eg regulatory and competition law).

Stephen Wilkinson, global head of M&A at Herbert Smith Freehills, says: ‘What distinguishes Sky is that, whereas some companies in media and telecoms have come and gone, Sky has continued to lead change in a fast-moving industry, and the legal team’s skillset and approach has had to keep pace with that change. That change has taken place across the business – in technology, delivery platforms, expanding businesses from analogue to digital, satellite broadcasting to telecoms and broadband, and beyond. On top of all that it has taken on and integrated major acquisitions and won significant regulatory judgments and commercial litigation. They are individually and collectively leaders in their industry. There can only be a few law firm partners who know as much about broadcast media regulation as James Conyers.’

Last year the legal group, spearheaded by deputy GC Andrew Middleton and principal legal adviser Sianne Walsh, instructed longstanding adviser HSF on its high-profile £7.4bn buyout of European sister companies Sky Deutschland and Sky Italia from 21st Century Fox. The deal, which was cleared by EU antitrust authorities in September last year, created a pan-European business with 20 million customers and combined revenues of over £11bn.

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HarperCollins UK

  • General counsel: Simon Dowson-Collins.
  • Team headcount: 12 in legal and contracts, including four lawyers.

The UK legal arm at publishing house HarperCollins is considered the ‘lifeblood of the organisation’, according to its chief Simon Dowson-Collins. In dealing with over 600 contracts a year for the acquisition of rights to publish books, the 12-strong team negotiates lucrative agreements with high-profile authors including George RR Martin, Veronica Roth, David Walliams and Nigel Slater.

Key to negotiations is ensuring royalties and rights are secured in those contracts, which allows the company to exploit its rights over the 70-year lifetime of copyright. ‘It is core to the business because it’s what we trade on – it’s essential we are at the front-end of the business,’ says Dowson-Collins.

Major mandates for Dowson-Collins, whose experience of in-house includes serving as a media defamation litigator at the BBC, include handling matters regarding an investigation into the so-called agency model – under which publishers rather than retailers set the price of e-books – by the European Commission. The company settled in 2012 after concerns were raised by the Commission that HarperCollins, alongside Simon & Schuster, Hachette, Holtzbrinck Publishing Group and Apple, had restricted the price of cheap e-books in breach of EU antitrust legislation.

Innovative structures put in place include the formation of a global piracy centre for the entire business, while forging external relations with the Police Intellectual Property Crime Unit, and notably establishing provisions for anti-bribery regulations and implementing a worldwide compliance programme.

Critical to the smooth operation is the department behaving collaboratively and collegiately, according to Dowson-Collins, and he says: ‘We live or die as a team and the ability to trust one another is crucial. You want people that care about what they do – that makes them trustworthy. Weak teams are internally competitive teams and contain people who are there for their own personal aggrandisement and ambition, before the good of others and the work they’re trying to do.’

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ITV

  • General counsel: Andrew Garard.
  • Team headcount: 87 lawyers, including 65 in the UK.

Over the past five years, ITV’s profitability has increased 300%, but costs in its tightly-managed legal and business affairs team have fallen 30%.

The legal team has made a concerted effort to bring work other than M&A and litigation in-house, and has standardised a menu of repeat contracts to give the commercial business a higher degree of autonomy.

The television broadcaster last year acquired a controlling interest in Leftfield Entertainment for an initial cash payment of $360m, with the remaining share value calculated by a profit multiple, an opportunity brought directly to GC Andrew Garard as a result of a contact made in the US. This is one of a number of recent acquisitions in the US and Garard says: ‘The legal team has been front and centre of each deal.’

Major disputes involving the team include a challenge to the pension regulator’s retrospective determination that ITV should make a financial contribution under the Pensions Act 2004 after Boxclever – a joint venture between Granada (now part of ITV) and Thorn – became insolvent in 2003, leaving a pension scheme deficit of around £62m by the end of 2009. Garard says: ‘We will be fighting it tooth and nail.’

The broadcaster is leading the field with its corporate social responsibility activities, driven by Garard and director of legal affairs and third-party sales Barry Matthews (named Rising Star In-House Counsel of the Year at the 2014 Legal Business Awards), which will this year see 100 underprivileged children take part in a week-long development programme – a programme that has quadrupled in size from last year.

ITV’s panel review this year will also see external law firms required to provide diversity statistics and explain what measures they have in place to improve those figures.

Garard banned the billable hour in 2008 and external work is conducted largely on a fixed-fee basis. He comments: ‘If fee-earners have a target of 2,000 billable hours a year, we are working with law firms to ensure that lawyers working on our rates are adequately rewarded.’

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Telefónica UK

  • General counsel: Edward Smith.
  • Team headcount: 33 lawyers.

There are few GCs like Edward Smith, who push their team members outside the remit of the traditional in-house counsel role. But the former Freshfields Bruckhaus Deringer lawyer encourages his team to think about gaining experience across the Telefónica UK business and less about behaving as lawyers.

Indeed, Simmons & Simmons partner James Cotter observes: ‘Ed Smith has a strategy of having versatile lawyers and moving them around different areas because he thinks it’s good to have cross-disciplinary people across the business. They’re very cohesive and are an excellent team.’ To remain attuned to the wider business, the legal team has adopted a model whereby each legal team head was appointed a ‘dancing partner’ on Telefónica’s board to embed themselves with leadership teams to attain greater knowledge of the business. Counsel also attend weekly leadership team meetings and core work includes negotiating key devices contracts with telecoms and technology giants, including Apple.

In the last two years the team has further managed a substantial feat in reducing its external legal spend. Led by Smith, savings for the 2014 financial year were £1.4m (47%), totalling £2.9m (66%) over two years.

Having taken over the role in 2011 following a reorganisation of the Spanish giant’s UK and European operations, Smith tends to recruit bright junior lawyers, eschewing the hire of bigger names in favour of putting in place a career structure and stretching his pennies further. Of those, cited names to watch include Julia Boyle, who began as an intellectual property lawyer and was recently made head of market and consumers, and also works on women in leadership initiatives. Another is Sophie Service, an ex-Ashurst disputes lawyer who has climbed the ranks to deal with complex regulatory-infused claims.

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Balfour Beatty

  • General counsel and chief corporate officer: Chris Vaughan.
  • Team headcount: 51 lawyers.

It would be fair to say the legal team at international infrastructure group Balfour Beatty has had a tumultuous year with three profit warnings, a chief executive exit and merger talks with rival construction group Carillion. In addition, the team dealt with the sale of its large engineering consulting business Parsons Brinckerhoff to WSP Global in the US in a deal worth £753m.

‘We’ve had a busier year corporately than I can ever remember,’ admits general counsel (GC) and corporate officer Chris Vaughan. ‘It’s been massively intense and we’re still standing, we’re still fighting. In terms of corporate activity we’ve pretty much had it all. It has been a year in which the legal function has been very prominent.’

For Vaughan, a key element of his team’s success is getting quality people properly embedded in the business, as well as proactively managing risk. The legal team also features a number of senior lawyers – notably including head of group legal Keely Hibbitt and David Mercer, GC construction services UK.

And Vaughan’s team, one of a handful credited with spearheading the sole adviser mandate structure with Pinsent Masons, also expects the same from external counsel. According to Vaughan, having Pinsents as a sole adviser has not only engaged the law firm across the business, but has significantly cut costs and added value through other improvements in service.

‘I admire the team at Balfour Beatty, mainly because they trailblazed the arrangement that we then put in place with Pinsents,’ comments Kirin Kalsi, UK head of legal at E.ON. ‘It has changed and is still changing the way we think about external counsel for advice.’

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Heathrow Airport Holdings

  • General counsel: Carol Hui.
  • Team headcount: 16 lawyers.

Considered as much a business adviser as a legal one, Heathrow Airport Holdings GC Carol Hui is praised for her team’s ‘clear strategic focus’ and for navigating the company through complex transactional and regulatory issues, while reducing reliance on external legal support.

Since being taken private in a consortium led by Spain’s Ferrovial in a £10.3bn deal in 2006, the company has been enmeshed in sustained controversy regarding UK airport expansion, which has led to a prolonged legal tussle with competition authorities. Hui has been heavily involved with Heathrow’s bid to gain support for a third runway, a plan which would raise its capacity from 480,000 flights a year to a projected estimate of 740,000.

Former Slaughter and May lawyer Hui has also pushed through a substantive upgrade of a legal team that was underweight and historically focused on handling relatively low-level property matters. The team now includes recommended counsel Catherine Ledger, head of legal for operations, corporate and litigation, and Irina Janakievska, senior counsel for corporate and finance, who formed part of Hui’s team in the October 2014 sale of Aberdeen International Airport, Glasgow Airport and Southampton Airport to a consortium formed by Ferrovial and Macquarie Group for £1.05bn.

Prior to Hui’s arrival, BAA did not have a formalised roster of advisers. Having revamped the department within months, Hui effectively reduced reliance on external lawyers and keeps as much as 70% of work in-house. Cost-effective initiatives introduced for panel firms include volume rebates, while Hui has also managed to resource the department with six trainees, who are all provided by advisers. She further built up the legal function to include commercial, litigation, regulation and compliance support capabilities, demonstrating her ability to run a small team with wide responsibility, despite the regulatory complexities and multibillion-pound revenue of the company.

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BAE Systems

  • Group general counsel: Philip Bramwell.
  • Team headcount: 130 lawyers.

A FTSE 100 company, which is the third-largest defence group in the world and has more than 100,000 employees globally, needs a strong and varied in-house team. Fortunately, the legal department at BAE Systems has grown substantially since Philip Bramwell’s arrival in 2006 – legal has doubled and compliance has quadrupled during that time, while litigation costs have fallen 80%.

The shape of the team has also been overhauled, from a flat structure to one which has specialised capability and central management, with chief counsel in key areas of business. BAE’s legal team also operates a cab-rank model, first introduced into the UK in 2007, in which lawyers are available on a first-come-first-served basis. This initiative has been rolled out to other major markets, including Asia and the Middle East.

The team has formal training and development initiatives. For example, there is a clearly defined and detailed ‘matrix’ in place by which its junior lawyers are assessed and managed from two years’ post-qualification experience right up to GC level.

Significant mandates for the team in recent years include the high-profile, long-running competition investigation by US prosecutors and the Serious Fraud Office (SFO) over a £6bn arms deal – Al Yamamah – with Saudi Arabia.

In 2010, there was a rare panel overhaul, with Magic Circle firms Freshfields Bruckhaus Deringer, Allen & Overy and Linklaters making the cut, as well as Herbert Smith Freehills, Addleshaw Goddard, Pinsent Masons, Blake Lapthorn and Eversheds. After the team’s compliance and regulation chief counsel Mark Serfozo left for Rolls-Royce in July 2013, Bramwell appointed BAE’s global head of dispute resolution, Joanna Talbot, to identify trends that give rise to disputes in order to troubleshoot at an early stage. Bramwell himself remains one of the most highly regarded GCs in the UK.

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Aggregate Industries

  • General counsel: James Atherton-Ham.
  • Team headcount: four lawyers.

The relatively small in-house team at construction manufacturer and supplier Aggregate Industries is ‘incredibly cohesive and committed to achieving the best outcome for the company’, according to one law firm partner, while another adds: ‘This team is very commercial and very responsive. It works well with private practice lawyers.’

Led by GC James Atherton-Ham, who took over in 2011, the legal department has responsibility for managing the company’s compliance, secretarial and insurance issues across the UK and Europe, working across a variety of areas, including planning, estates and geological services. While much of its work is retained in-house, the team will instruct external counsel on matters including mining and minerals litigation work, property, corporate, environmental and regulatory advice.

Petra Billing, a commercial real estate partner at DLA Piper, comments: ‘Jenny Lowe, who heads up the in-house legal property team, is efficient, dynamic and an excellent communicator. Commercially, the team is very astute and focused, understands its sector well and, as a consequence, adds value to its business objectives and successes.’

There can be little doubt about the most challenging task this small team faced this year: the merger of Swiss parent Holcim with French manufacturer Lafarge to form the world’s largest cement company, which is still subject to regulatory clearance. Aggregate Industries is one asset that may have to be sold off in a bid to pacify EU competition watchdogs, which could usher in different international reporting requirements for the team.

p>Other recent key mandates included a significant professional negligence action against a former law firm over its failure to register a renewal option of a lease.

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Network Rail

  • General counsel: Suzanne Wise.
  • Team headcount: 32 lawyers.

The past 12 months has seen Network Rail transform from a private company to an arm’s-length body of the Department for Transport (DfT), with the in-house team hugely instrumental in negotiating with the DfT what that would mean for Network Rail’s governance and processes.

Suzanne Wise, who joined as GC from Premier Foods in October 2011, comments: ‘The legal team has been involved in a huge number of aspects as we go through the implementation of going from a private company to a government body.’ Wise works alongside three other divisional GCs: for property, Cathy Crick; for corporate, Natalie Jobling; and Richard Smith for the routes division.

On top of governance issues, the team has also been heavily involved in preparing the organisation for compliance with the Freedom of Information Act; the changes in procurement law a result of its change in status; and how the legal team will support the business in its new environment.

Alongside these changes, the Network Rail team has been involved in corporate activity, including reclaiming over 100 rail depots.

The litigation team has also agreed a significant settlement after a colliery tip shut the tracks near Hatfield Colliery (then run by Hargreaves Services), closing the line between Doncaster, Poole and Scunthorpe, and causing eight weeks of delays.

The past 18 months have seen the team more than halve its external panel to five core firms. Wise says: ‘We continue to leverage those relationships and have extracted a lot of value out of that.’ Wise is planning to bring in key performance indicators for external firms.

The team continues to extend fixed fees and an arrangement that allows the Network Rail business to go direct to panel law firms for certain categories of work.

RPC corporate partner Richard Haywood says: ‘The Network Rail team are impressive. They are very well organised under Suzanne Wise, and Natalie Jobling’s selective appearances at industry conferences shows a willingness on the part of the team to put something back for the future of the profession.’

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Associated British Ports

  • General counsel and company secretary: Andrew Garner.
  • Team headcount: four lawyers.

According to one law firm partner instructed by Associated British Ports (ABP), Britain’s largest port operator: ‘It’s a small but very resourceful in-house team. It has a very close relationship with management and is able to steer matters smoothly and efficiently.’

GC and company secretary Andrew Garner is particularly noted for being ‘erudite and affable, extremely perceptive and able to cut straight to key issues’. Garner was appointed as head of the legal division at ABP in 2005 from travel operator First Choice. By 2006, he was successfully navigating ABP through a multibillion-pound takeover by a consortium of private investors comprising Borealis, GIC, Goldman Sachs and Prudential.

Meanwhile, senior solicitor Angela Morgan is noted for being ‘hands on’ and praised for her tenacity and ability to grasp key issues. Angus Dawson, a construction and engineering partner at Macfarlanes, says: ‘Angela has just led from the in-house side on a £300m port redevelopment project we have advised ABP on. Although she does not have a real estate background, this was not apparent in her handling of the transaction.’

ABP may own and operate 21 ports around the UK, and manage around 25% of the UK’s seaborne trade, but Garner has opted not to put a formalised panel in place, instead calling on a roster of up to 23 firms. These are split into two camps: 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.

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Royal Mail Group

  • General counsel: Neil Harnby.
  • Team headcount: 27 lawyers.

The legal team at Royal Mail has had a busier few years than most, with an initial public offering (IPO), a panel review, an inaugural corporate bond and two competition inquiries just some of the work the team has engaged in since the group’s GC Neil Harnby (pictured) took over in January 2012.

The £3.3bn IPO in particular, which included extensive due diligence across 37 countries, the transfer of historic pension scheme assets to the government and the company’s separation from the Post Office – all against a controversial political backdrop – has garnered the team admiration from many within the legal industry. Louise Bloomfield, employment partner at DAC Beachcroft, says: ‘The team was intrinsic to steering Royal Mail through its IPO. It is focused, sharp and consists of technically exceptional lawyers who put the business at the forefront of all that they do.’

Other highlights for the team include non-transactional mandates, such as the crafting of a comprehensive pay and conditions agreement – the first significant legally binding collective agreement with the Communication Workers Union, consisting of 139,000 people. Of the two competition inquiries meanwhile, the first is with a French competition authority over Royal Mail’s subsidiary GLS in France and the second in the UK where Ofcom is carrying out a review into the sustainability of the universal postal service.

Royal Mail’s deputy GC, Maaike de Bie – who led the company’s recent legal panel review – looks after the transactional side of the legal portfolio, while Harnby oversees the risk aspects and overall in-house function.

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Carillion

  • Director of legal services and company secretary: Richard Tapp.
  • Team headcount: 19 lawyers in the UK, four in Canada, two in Dubai; 50 staff, including lawyers, in Carillion Advice Services.

Described by one law firm partner as displaying ‘outstanding leadership and encouragement’, construction giant Carillion was one of the earliest adopters of innovative business solutions in the form of its own legal outsourcing arm, Carillion Advice Services (CAS). Carillion diverts the commoditised and quasi-legal portion of all its workload to CAS, which is also now used by its panel law firms to service their own clients’ needs.

In 2013, Slaughter and May announced it had begun offering the services of Newcastle-based CAS to Vodafone, and that arrangement has subsequently been extended to other clients.

CAS has, over the past 18 months, grown from undertaking Carillion’s contract review work across the UK to across the globe. GC Richard Tapp says: ‘Our lawyers love it. It frees them up to do things that are the best use of their time.’

Such a move has ultimately helped the company keep legal costs at the same level they were a decade ago.

Other moves to reduce costs include using external firms in a collaborative network, where firms agree standard forms of documentation for their Carillion work and meet twice a year. Tapp adds: ‘It works best if all the firms are getting work and we keep the network fairly small. I appreciate we are quite demanding so it’s quid pro quo.’ Each year, Carillion asks its network of advisers to identify the legal issues on the horizon that may impact its business.

The standout task for the team during 2014 was undoubtedly the £3bn negotiations over a combination with main rival Balfour Beatty, in which Tapp and his team – which includes Alison Shepley, GC for outsourcing; Jeremy Mutter, GC for construction and Anne Ramsay, GC for projects – played a key part. The deal ultimately fell through after the pair failed to agree terms.

Carillion also entered into a joint venture with ASK Real Estate and Tristan Capital Partners; an £800m landmark partnership with Sunderland City Council to secure regeneration activity within Sunderland and the wider north-east region; and is part of the £550m Aberdeen Roads consortium, previously operating under the collective name Connect Roads. Aberdeen Roads will inject an estimated £6bn into the local economy and create around 14,000 new jobs.

At engineering, IT and facilities service business NG Bailey, GC Scott McKinnell says: ‘They have clearly delineated risk processes and teams serving projects across the world, ensuring that this works commercially, operationally and legally and to a tight deadline of preparation.’

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The Crown Estate

  • Director of business operations and general counsel: Vivienne King.
  • Team headcount: five lawyers.

The Crown Estate is governed by an Act of Parliament that involves funnelling profits into HM Treasury – totalling around £2bn in the last decade – and currently manages a diverse property business valued at more than £8.6bn. Its well-regarded director of business operations and GC, Vivienne King, is responsible for more than the legal side of the business: she also spends a great deal of her time working on sustainability, public affairs, and health and safety matters.

Hogan Lovells global real estate chief Jackie Newstead says: ‘They know what they want, they know how to get there and they do it in a very nice way. Those are the hallmarks of an outstanding in-house team. That’s one of the advantages that a good in-house team gives you: you can get a sensible, experienced view from the team, which translates into a more intelligent instruction.’

Major deals for the team included the formation of a £320m joint venture vehicle with Oxford Properties to develop two super-prime blocks in St James’s Market and Lower Regent Street in 2013. In April, the sovereign property portfolio made greater efficiencies by halving its rural and coastal and Windsor Estate legal panel from four to two. The move saw Burges Salmon and Bond Dickinson re-appointed, while Clarke Willmott and Thomas Eggar lost out.

Head of legal Rob Booth says displaying a good moral code is an important aspect of the team discipline: ‘The legal team is very closely involved with the government and, therefore, the ethics piece. We play a moral compass role within our organisation. That requires the absolute highest standards of ethics because we’re effectively benchmarking an approach across the organisation.’

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Westfield Shoppingtowns

  • General counsel: Leon Shelley.
  • Team headcount: 14 lawyers.

Described by the global head of real estate at one top-15 firm as being a ‘hands on, proactive team, close to all the issues with a no-nonsense, commercial, can-do approach’, Westfield’s is a tightly-managed team, with GC Leon Shelley also described as a ‘total star’.>

The legal team undertakes most of the shopping centre giant’s legal work internally. Westfield’s European lawyers, all currently based in London, are embedded within the relevant sectors of the business.

Shelley says: ‘When I arrived ten years ago Westfield spent tens of millions on legal services, but I have built it up so that we have great capability internally and operate a bit like a mini law firm that services all the business.’

With a highly variable external legal spend of around £7m to £10m depending on the level of activity in a given year, the team turns to external law firms for help with tax, litigation, corporate real estate and property work, and in its recent major transactions has used a combination of Freshfields Bruckhaus Deringer, SJ Berwin and Ashurst. Westfield also uses DAC Beachcroft’s regional offices for repeat instructions.

Freshfields recently assisted on a £750m refinancing via a commercial mortgage-backed securitisation, a first for the in-house legal team.

While Westfield’s team is based in London, it is currently hiring a lawyer in Milan, in anticipation of a raft of work on Westfield Milan, which is expected to be the largest shopping centre in Europe.

Other than Shelley, Georgina McManus is singled out for being ‘a knock-it-out-of-the-park, excellent lawyer with a business brain’ and the pair are said to ‘help drive the business forward, they are not just an internal legal team’.

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