BTG

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  • 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.’

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Bupa

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  • 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.

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Direct Line

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  • 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.

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RSA Group

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  • 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.’

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AXA UK

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  • 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’.

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Aviva

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  • 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.

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Prudential

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  • 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.

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AIG

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  • EMEA general counsel: Chris Newby.
  • Group general counsel: Thomas Russo.
  • Team headcount: 1,200 in legal, regulatory and company secretarial, including 85 lawyers in Europe.

Talk of innovation is widespread among in-house legal teams but at AIG, the team genuinely stands out for delivering on a number of fronts with little fanfare despite being a company that has faced wrenching change in recent years.

Under the helm in Europe, the Middle East and Africa (EMEA) of understated general counsel (GC) Chris Newby, the AIG legal team last year worked with McKinsey to implement a Lean Six Sigma (LSS) efficient working model, which it completed in December after a 14-week programme. While LSS will be rolled out across different departments and jurisdictions within AIG EMEA, legal is the only function to have completed it. Newby comments: ‘I put in a bid for why I thought it would be a good exercise for legal to do and the chief executive and New York legal supported the initiative.’

AIG’s legal team expects to save 20% of time currently spent on day-to-day tasks. They will ‘reinvest’ 10% of that time, while the other 10% will go towards helping AIG lawyers achieve a better work/life balance.

Having analysed where duplication of tasks exists, the team is rolling out European-wide standard operating procedures and Newby has already overseen an initiative to educate the AIG business about what the legal team does and introduce service-level agreements. These latest initiatives follow the introduction in 2013 of an independent ‘legal operations centre’ to obtain better metrics and performance indicators on external legal counsel. In the same year, Newby outsourced much of AIG’s volume work to Bond Dickinson, freeing up in-house lawyers to work on more strategic issues. He is currently trialling automated non-disclosure agreements in conjunction with Bond Dickinson.

Other key team members include deputy GC Europe, Kirsty Middleton, and UK head of legal, Neil Braakenburg.

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JP Morgan

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  • General counsel: Stephen Cutler.
  • EMEA general counsel: John Tribolati.
  • Team headcount: 115 lawyers in London.

JP Morgan remains one of the most coveted and lucrative legal clients in the world. From transactional, regulatory and compliance instructions, and a legal expense bill that totalled more than $1.1bn in the fourth quarter of 2014 alone as a result of major government probes, law firms are chomping at the bit for business. But aside from size, JP Morgan’s legal team has long been admired for its technical polish and pragmatic approach.

JP Morgan’s strategic investment in its legal function was evident with the hire of Piers Le Marchant from Nomura last April as its EMEA GC.

Le Marchant has moved into the role of global head of compliance for corporate and investment banking, with JP Morgan last month recruiting prominent Goldman Sachs counsel John Tribolati as its new regional legal head.

Tribolati has moved to one of the world’s largest investment houses at a time when JP Morgan faces intense scrutiny from regulators. In 2013 it paid out nearly $20bn in settlements to regulators, while in 2014 the bank was one of a dozen facing a global investigation into whether traders colluded to manipulate the estimated $5.3trn-a-day Forex market.

Major corporate work last year saw JP Morgan club together with Barclays and Morgan Stanley to arrange £6.6bn in loans for BSkyB to take full control of Sky Italia and Sky Deutschland, while its work on Liberty Global’s purchase of Germany’s third-largest cable TV operator KBW from EQT was cited by market commentators as one of the most innovative acquisition financings in recent years.

The EMEA team is described by Allen & Overy finance partner Sally Onions as ‘not just focused on deal management but is also interested in shaping the future of the market’.

In particular, legal counsel Liz Tippins, a former Allen & Overy lawyer, is described as ‘very pragmatic and efficient in her approach’ and ‘interested in wider market developments’, while other notable names include executive director and assistant GC, Emma Smith, an employment law specialist who joined from Old Square Chambers in September; and dual-qualified Simone Paul, also executive director and assistant GC, who serves in the derivatives legal department. Paul also previously served as investment compliance manager at Citibank followed by a six-year run at State Street Bank’s global markets legal department. The team also includes high-profile associate GC Tim Hailes.

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The Royal Bank of Scotland

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  • Group general counsel: John Collins.
  • Team headcount: 400 lawyers.

It has undoubtedly been a difficult few years at The Royal Bank of Scotland (RBS) but the bank’s former group GC, Chris Campbell, maintains that
the work the team has done stands above any other bank in the UK. ‘The world and his dog are aware of the difficulties RBS has had over the last few years
and most of these involved the legal team,’ says Campbell. ‘We have had some enormously complex and innovative legal issues – enforcements, regulatory matters, litigations and disposals.’

And for all the challenges facing the bank, RBS has sustained its reputation for having a robust team with a strong bench of highly capable lawyers. Prominent figures in the team include the astute head of litigation William Luker and senior counsel M&A/corporate Scott Gibson, who was cited in our 2014 Rising Stars report.

Major recent mandates include The Citizens Bank listing on the New York stock exchange, which in September last year raised $3bn in an initial public offering, as well as a £1bn sell-off of the majority of its remaining stake in Direct Line insurance. Following its £20bn government bailout in 2008, the British banking giant is also fighting off two large claims: one involving an action against the bank’s former chief executive Fred Goodwin relating to a rights issue in April 2008, and the other comprising a group of 313 claimants across a number of UK and international financial institutions and pension funds.

Praising the team on its performance, Alan Nelson, an IT partner at CMS says: ‘Amid a turbulent time for the bank, this team has embraced the challenges it faced. It has sought to realise greater value from its panel and deliver better services to its internal clients. It has greatly improved its stakeholder relations, which will make the legal team a far more integral part of the bank.’

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