The Netherlands’ Supreme Court Justice Coen Drion has become the nation’s first Justice to leave the Dutch court to join an international firm, joining US firm Jones Day.
Prudential
- General counsel: Margaret Coltman.
- Team headcount: 83 lawyers.
A choice insurance client for any law firm, Prudential currently has £457bn of assets under management and serves 23 million customers worldwide, so housing a formidable in-house legal function is a critical requirement.
The legal team is currently led by group GC and company secretary Margaret Coltman, who took on the role after moving from Lloyds Banking Group in July 2009. Known for a distinguished track record in the financial services industry, Coltman restructured the legal team so that each of its four core businesses has its own legal panel, and an additional head office panel, led by Coltman herself and group legal director Simon Ramage.>
Coltman was further tasked with maximising efficiency of the in-house legal team to better service the group’s four main business units: Prudential Corporation Asia, Jackson National Life Insurance Company, Prudential UK and M&G.
Coltman’s highly-rated team includes group legal counsel Kim Bromley, and in-house solicitor Tom Clarkson.
Last year, both featured in Legal Business’ GC Power List as rising stars. Head of corporate Edward McCarthy is praised for leading innovative process changes, restructuring the way Prudential UK drafts bespoke contracts and standardising bulk annuity terms, thereby saving time and costs.
Last year saw the team work on Prudential’s flexible drawdown model ahead of set-piece pension reforms coming into force this year. Part of the team’s agenda in 2015 will be advising on the long-awaited Solvency II rules, which will introduce tougher capital requirements under new Europe-wide rules to make the industry more stable.
Aviva
- Group general counsel and company secretary: Kirsty Cooper.
- General counsel: Monica Risam.
- Team headcount: 150 lawyers in the UK.
Team heads Monica Risam (pictured) and Kirsty Cooper, who serve as GC and group GC respectively, have worked to implement multiple new initiatives, which have helped to establish Aviva as having one of the most forward-thinking legal teams in the sector.
This includes its first panel process (resulting in £2m of cost savings); creating a legal leadership development programme alongside a ‘soft skills’ personal impact programme; last year establishing an unusual forum for insurance legal teams to discuss pressing sector issues and best-practice initiatives; and creating a permanent group secondment seat.
Cooper manages a total of 332 staff, 225 of which are in the UK, including all the lawyers and chartered secretaries across the group. Major pieces of work in recent months include its acquisition of Friends Life for £5.2bn; a deal that saw Aviva pledge to deliver £225m of annual cost savings within three years of the acquisition, and constituting one of the biggest deals the UK insurance sector has seen in years.
Allen & Overy partner Sarah Henchoz comments: ‘It’s a really dynamic team focused on delivering innovative solutions to the business and not throwing up legal blockers. They really see themselves in partnership with the business to deliver the end result to customers.’
Within Cooper’s team, head of legal at Aviva Broker UK, Howard Grand, is also highlighted for his efforts in leading Aviva’s response to the Competition and Markets Authority investigation into private motor insurance and Aviva’s road-to-reform proposals for wider market reform.
AXA UK
- General counsel: Edward Davis.
- Team headcount: 35 lawyers.
The UK insurance division of French multinational investment group AXA has built a reputation for innovative cost efficiency and a driving ambition to retain challenging legal work in-house. Group GC Edward Davis also established the insurer’s first global legal panel as part of its ‘Ambition 2012’ strategy launched back in 2004. Davis has further grown his legal in-house team to 35 lawyers during that time and manages the group legal department, group secretariat and the UK compliance team. AXA’s total legal budget is almost £10m, of which approximately 70% is spent in-house. Former legacy Denton Hall lawyer Davis says his team heads, Emily Coupland, Mark Gardner and Sam Patel have done a fantastic job against a very tough agenda.
Major mandates for the AXA legal team in 2014 include completing a panel exercise in September that focused on identifying firms with innovative ideas that the business could work with on a medium-to-long-term basis. It also rebranded its SunLife Direct business and re-launched its product range, and carried out an efficiency review that resulted in a 20% reduction in the number of full-time equivalent staff in the department, alongside a 10% drop in external legal fees over a 12-month period.
Ongoing issues in the UK include the government’s pension freedoms reforms, over which the team is currently looking at its products and preparing for. Davis says it is ‘critical that in-house counsel are at the corporate coalface and involved in the business’ key priorities, playing a broader role than just providing legal advice, and really supporting the business to help achieve objectives’.
RSA Group
- Group general counsel: Derek Walsh.
- Team headcount: 40 lawyers.
The sizeable legal team at insurance giant RSA, which consists of 40 lawyers globally across the strands of legal, compliance and company secretarial is ‘well run, very tight and high quality’, according to insurance partner David Webster at RPC. A Magic Circle partner comments on the ‘high quality of in-house practitioners across the board that have been carefully recruited’.
Big mandates for the legal function include the £773m rights issue, which took place in March 2014, following losses in 2013 exacerbated by a £220m fraud in the group’s Irish business. On the team’s performance, group GC Derek Walsh says: ‘The rights issue was a really substantial achievement and my legal team got a lot of positive feedback. You don’t see too many rights issues in the marketplace. Recently we have also sold some assets at excellent prices. For my team it’s been a fantastic experience and learning curve.’
RSA is recognised for having strong ranks of younger lawyers, with the group’s head of legal Charlotte Heiss last year named as a Legal Business rising star. Walsh is also supported directly by Jenny Margetts, group head of regulatory, risk and compliance, and Elinor Bell, deputy group company secretary.
The team is regarded as having a strong track record in terms of promotion with talented individuals put through its training and development regime and an
established programme of mentoring.
The legal function also scores well on the diversity front – 66% of the leadership team are female, however Walsh insists that is led not by design. ‘I’ve just picked the best people every time I want to promote somebody,’ says Walsh. ‘Businesses talk about diversity but one of the things I feel genuinely proud of is that we have acted and achieved our objectives just by picking the best people for the job.’
Direct Line
- General counsel and company secretary: Humphrey Tomlinson.
- Team headcount: 18 lawyers.
GC and company secretary Humphrey Tomlinson leads the team of 18 lawyers at Direct Line Group and according to one RPC partner, the experienced in-house leader is ‘a first-rate lawyer, a great mind and a very nice person. He appreciates good advice too’.
It has been a tough few years for the team at the insurance giant, who came through an initial public offering (IPO) in 2012 launched by shareholder The Royal Bank of Scotland (RBS). After the float, there was a period of consolidation and restructuring to be done, with Tomlinson taking responsibility for rebuilding the secretarial team in particular.
The legal team in July 2014 advised on Direct Line’s investment in motor analytics and telematics tech company, The Floow. In the same year it gained an alternative business structure licence for the company’s legal subsidiary DLG Legal Services and conducted a €550m sell-off of the group’s international business.
The team prefers to cater for the insurer’s needs internally, but turned to Slaughter and May and Allen & Overy for its IPO. The company, which owns brands including Churchill, Privilege, Green Flag, NIG and DL for Business, also uses Berwin Leighton Paisner, Norton Rose Fulbright and Pinsent Masons on a regular basis.
Bupa
- Chief legal officer: Paul Newton
- Team headcount: 75 lawyers.
Spread across more than 190 countries and territories, Bupa’s progressive legal function operates as both a localised and centralised function, working across areas such as commercial property, NHS procurement, IT and employment.
Serving an international healthcare provider, which turned over £9bn in 2013, has 22 million clients and employs more than 70,000 people, many of Bupa’s business divisions operate in highly regulated sectors, with the legal team focused on risk management across the organisation.
Last year, chief legal officer Paul Newton carried out a panel review, with a varied range of firms winning spots on the roster. The team’s annual legal spend is over £11m and law firms used include Slaughter and May, Herbert Smith Freehills, White & Case and Addleshaw Goddard.
In charge of a team working across different continents, countries and time zones, Newton has established a novel way of communicating, with the legal function operating as a virtual community to enable lawyers to act as one team. Lawyers find it easier to work together, be flexible, adaptable and share best practice. In addition, Penny Dudley, legal director for Bupa’s global market unit, was specifically recognised in our 2014 Rising Stars Power List as a leader within the team.
Significant mandates for the team last year included a £205m acquisition of a 56% stake in Cruz Blanca Salud, one of Chile’s leading healthcare groups. The team also worked on an exclusive ten-year distribution agreement with Hang Seng Bank in Hong Kong. Under the agreement, a range of bespoke Bupa medical insurance products and services will be available to Hang Seng personal and corporate customers in Hong Kong and mainland China through the bank’s branches and direct channels.
BTG
- US general counsel and senior vice president of legal operations: Gabe Holdsman.
- General counsel and company secretary: Paul Mussenden.
- Team headcount: six lawyers.
Healthcare company BTG is described as the ‘shining light’ within the UK-listed biotech and speciality pharma sector. With a portfolio of interventional medicine products designed to advance the treatment of illnesses, including liver tumours, severe blood clots, and advanced emphysema, the business has gone through dramatic growth, with its market capitalisation increasing from under £200m to £3bn via organic growth and five acquisitions in six years during an era where the sector has suffered decline.
The legal team, headed by general counsel (GC) and company secretary Paul Mussenden, has been at the heart of BTG’s corporate activity and heavily involved throughout the company’s expansion, including directly negotiating or managing acquisitions or litigation. The team’s workload in 2014 involved extensive pharmaceutical regulatory work in the US, the establishment of operations in Asia and BTG’s largest-ever deal, a $475m acquisition of PneumRx and related £150m equity fundraising.
Former Norton Rose lawyer Mussenden is ‘intimately involved’ in the key strategic decisions of the business and oversees the legal functions and business issues, with operations in Asia, Europe and the east coast of the US. Meanwhile, Elaine Johnston moved to senior associate GC less than six months after joining the company in summer 2014, while senior legal counsel Neil Payne has also been at BTG for a relatively short period of time – joining in 2013 from Roche.
One law firm partner comments: ‘When instructing outside counsel, he [Mussenden] grants precisely the right amount of autonomy, while providing the requisite commercial input to the documents and negotiations. His understanding of BTG’s business is remarkable, especially given its breadth and changing nature. He also manages and trains a team of very high-calibre lawyers across multiple jurisdictions who clearly like and respect him.’
Reckitt Benckiser
- Senior vice president and group general counsel: Bill Mordan.
- Team headcount: 70 lawyers.
The innovative approach of the legal team at multinational consumer goods company Reckitt Benckiser (RB) to dealings with its internal clients and external counsel is well known among peers.
The group legal function, which comprises the corporate team, global trade marks and global patents is located in the UK, but the majority of the lawyers sit in offices across 20 different locations around the world.
Led by senior vice president and group GC Bill Mordan, the group has pioneered a sophisticated contract management system called I-Legal, which enables the client to create their own contracts – anything from non-disclosure agreements to supply agreements. The tool is even tied into the company’s compliance function.
‘There are only a few companies that have fully automated systems and I only know of one company – that’s ours – that is tying it into the compliance function. I am the chief compliance officer as well as the GC, so I have to be responsible for both.’
However, Mordan is careful to ensure that the advent of this new technology does not diminish the technical polish of the legal function, rather it frees up the team to allow them to work on more exciting and challenging things.
In 2014 this included the acquisition of the global rights to the K-Y brand from Johnson & Johnson; discussions with rival pharmaceutical company Merck & Co regarding an offer for the brand’s consumer health business; and the demerger of RB pharmaceuticals, subsequently rebranded Indivior and floated on the London Stock Exchange in December.
In early 2015, Mordan confirmed that he was making plans to carry out a UK legal panel review and formalise the company’s current panel arrangement.
HCA International
- General counsel: Jasy Loyal.
- Team headcount: six lawyers.
Despite rarely instructing outside counsel, the compact legal team at HCA International is noted for achieving a number of successes for the company, including advising on more than 1,000 contracts and steering HCA’s revalidation programme for 3,000 doctors.
The team has faced its fair share of contentious issues and handled the widely publicised breast implant scare in 2013, when women with the PIP implant were asked to seek medical advice in case the implant needed removal. A full investigation was conducted with all relevant surgeons across the HCA group to establish the best response and help mechanisms for patients.
Scenarios such as these are the reason that the company’s GC, Jasy Loyal prefers to retain work in-house. ‘If I’m instructing an external firm, they need to know about [how] hospitals work and how nurses work – industry awareness. I instruct an internal crisis management team from day one and run with it. I deal with consultants, PR, insurers, and the public liability side of it – we do that quickly without having to go and try to find how people work.’
She also cites one of the team’s biggest successes in 2014. Despite a private healthcare investigation by the Competition and Markets Authority, which led to HCA being ordered to divest two, or an alternative one, of its six hospitals, its legal team successfully had the order quashed before the Competition Appeal Tribunal.
Loyal is also committed to training her team. In 2014 she established a programme whereby partners from firms took various subjects, including the Bribery Act, the NHS, competition law, medical malpractice development, and pulled in the entire HCA team to take part in a workshop to learn expertise.
Loyal adds: ‘We have limited resources, but as a team, one of our strengths is that we can turn our hands to anything. We can do litigation, to debt collection, to criminal proceedings, to IP and we’re not going off to try and find a partner in a firm that specialises in that area.’
Unilever
- Chief legal officer: Ritva Sotamaa.
- Team headcount: 500 (including support staff).
Ritva Sotamaa has served as the chief legal officer of Unilever since 2013 and spent most of her career in the healthcare industry prior to that. She was global GC for Siemens Healthcare from 2009 to 2013 and prior to this held several GC roles at GE Healthcare.
Under Sotamaa, the legal team has taken strides to improve its relations with external advisers, and kicked off its first formal panel review in March 2014. Led by operations legal director Saswata Mukherjee, who was assisted by group legal secretary Tonia Lovell and Sotamaa, a total of 16 firms were selected, with work to be divided between four panels, including corporate, IP, general contract commercial and construction, and engineering.
Having taken nearly six months to complete, the team’s objective was to take a more structured approach to working with external advisers, and provide greater flexibility for the business to negotiate fee rates and secondments across multiple jurisdictions.
Praise for the team included a nomination from Diageo GC Siobhan Moriarty, who says: ‘Great things are done within Unilever’s legal function. Sotamaa has come in with a fresh pair of eyes. But she’s said: “How do we think about what we do, why we do it, and how can we structure ourselves differently?” She is definitely working to align the business with the legal team more closely.’
The team’s global and European general counsel – hair, Catherine Stromdale, was also listed as a Rising Star in the 2014 edition of Legal Business’s GC Power List for her strong negotiation and managerial skills.
Others to watch include GC, compliance, Anny Tubbs, who co-chaired an International Chamber of Commerce (ICC) antitrust compliance forum and co-authored the global ICC Antitrust Compliance Toolkit that was launched in 2013. The former Slaughter and May lawyer further designed and co-hosted related launch events, workshops and other initiatives in 2014, bringing together peers and regulators for constructive dialogue on critical success factors for antitrust compliance. The Anglo-Dutch company also underwent a restructuring of the business that involved spinning out its European and North American spreads business – which houses brands such as Flora – into a separate entity, a move which subsequently increased its share price by 3%.
Marks & Spencer
- Head of legal: Robert Ivens.
- Team headcount: 18 lawyers.
The iconic British retailer has faced its share of reverses of late, with questions mounting over the future of chief executive Marc Bolland amid continuing declining sales in clothing, footwear and homeware.
But as befits this British institution, Marks & Spencer (M&S)’s legal team remains one of the most assured and tight-knit in the UK under the leadership of the unflappable Robert Ivens.
The team of 18 lawyers, who work across employment, marketing and advertising, corporate/commercial, real estate, regulatory, intellectual property and consumer protection, keeps a substantial amount of work in-house despite fielding a very lean team for a FTSE 100 company with revenues of £10bn (when instructing outside counsel advisers include Slaughter and May, Lewis Silkin, Olswang, DWF, Osborne Clarke, King & Wood Mallesons and Wragge Lawrence Graham & Co).
M&S director of commercial contracts Verity Chase was highlighted in our 2014 GC Power List as a rising star, while other rated lawyers include real estate counsel Carolyn Lock, IP counsel Amarjit Purewal and head of employment Patricia Howell.
Key mandates for the team include negotiating numerous franchising deals in eastern Europe, Russia, Turkey, the Middle East and new territories including Finland, Norway and Vietnam.
The team is involved in a long-running landmark case on trade mark infringement, after the European Court of Justice and High Court held that M&S had infringed Interflora’s trade marks through the use of ‘Interflora’ as a Google AdWord. The Court of Appeal last year ordered a retrial in one of the most closely watched intellectual property cases for years.
Thomas Cook
- General counsel: Craig Stoehr.
- Team headcount: 25 lawyers.
Before former Latham & Watkins partner Craig Stoehr joined Thomas Cook as its first-ever GC in April 2013 from Eastgate Capital Group, the travel company had no centralised legal function and had issued three profit warnings after suffering the impact of the Icelandic ash cloud and unrest in the Arab world.
Having restructured the team and hired three more lawyers to look after plc-specific legal issues, Stoehr has helped to orchestrate a refinancing in excess of £1.6bn, including a £525m bridging loan; a high-yield bond placement; a £425m equity rights issue and a £691m bank refinancing.
Stoehr comments: ‘It was the first time Thomas Cook had done a high-yield bond issue and might be the largest ever done in the UK.’
Other corporate activity includes a major rebranding exercise and 15 disposals over the past 15 months, which will generate £150m by the end of this financial year, 15 months ahead of schedule.
Thomas Cook’s corporate governance has been similarly overhauled and streamlined, with clearer decision-making lines put in place for the business and legal team itself.
Members of Stoehr’s team singled out for praise include UK and Ireland head of legal Alice Marsden, who joined from Latham & Watkins at the start of 2014, and head of legal, airlines, Emma Langford.
Stoehr says: ‘We operate as one legal team versus separate teams in separate silos and the group centralisation affords us visibility in everything legal.’
Stoehr operates an informal panel but makes good use of secondees, with three sitting in the team at the time of going to press. Firms that have long worked with Thomas Cook include Shoosmiths for UK litigation and employment; Fieldfisher for travel regulation and health and safety mandates.
New relationships since Stoehr joined include Herbert Smith Freehills; Latham & Watkins; and Allen & Overy.
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.’
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.
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.”’
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.
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.
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.
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.’