GC Powerlist Ireland: A team effort

GC Powerlist Ireland: A team effort

The launch party for our second GC Powerlist Ireland, this time focusing on teams, brought together the country’s strongest in-house legal departments

The recent launch of our GC Powerlist: Ireland Teams, hosted in Dublin by McCann FitzGerald, was attended by a host of companies operating in the country including Ulster Bank, Facebook, EY, An Post and Ryanair. The following pages list the in-house legal teams that made the list.

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GC Powerlist Summer Reception – Home House truths

GC Powerlist Summer Reception – Home House truths

Ambition, Millennials, corporate guff – we gathered more than 60 GCs and FT columnist Lucy Kellaway to debate the pleasures and perils of climbing the greasy pole

Should you tweet? How do you relate to the mysterious breed of co-workers called Millennials? How should lawyers navigate the rampant office politics of a major plc when they make the move in-house?

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GC Powerlist 2016

GC Powerlist 2016

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The journey continues – GCs keep marching onwards

The journey continues – GCs keep marching onwards

For the 2016 edition of GC Powerlist we return to the original format of the report – launched in 2013 – focusing on senior general counsel (GCs). Over that time, the report has expanded hugely to become one of the most important strands of Legalease’s portfolio. Expanding the report also reflects the reality that in understanding GCs, you need to look at the specifics. While law firms operate on a few variants of the same model, in-house teams are defined much more by the industry and the individual company in which they work.

But there are broad trends as well. The upward march of the in-house profession that this report was originally launched to chronicle has, if anything, accelerated. While law firms are struggling for growth in many sectors, in-house teams continue to expand in the UK and take on greater swathes of work. It’s becoming increasingly mainstream to encounter teams with multimillion-pound budgets that put only a tiny minority of their work to law firms. Where they are instructing outside counsel, a good proportion of GCs now barely bother to conceal their tactic of pushing law firms down the value chain… and their teams correspondingly upwards.

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The GC Powerlist 2016 overview: Independent by design

The GC Powerlist 2016 overview: Independent by design

The 2016 edition of GC Powerlist showcases over 100 senior GCs defining the most confident branch of the profession. The age of uncertainty has never offered more rewards – or challenges – for legal heads

‘In our game, regime change is a big threat. You end up seeing quite a few CEOs come and go and a lot of new managers want to change the deck. The GC, however, can be a reliable presence. I’ve seen a lot of people come and go so I know where the bodies are buried!’
Geoffrey Timms, Legal & General

Are we nearing the post-general counsel (GC) age? In the fourth and largest edition of GC Powerlist, the responsibility, pressure and influence accorded to GCs has only grown: primarily thanks to the multi-pronged regulatory onslaught that is reshaping the business environment.

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Energy

Energy

Donny Ching: Legal director, Royal Dutch Shell

Team headcount: 980

Law firms used: Over 100 firms. Primary global panel includes Allen & Overy, Baker & McKenzie, Clifford Chance, CMS Cameron McKenna, Debevoise & Plimpton, Dentons, Holman Fenwick Willan, King & Spalding, Linklaters, Norton Rose Fulbright, Simmons & Simmons

When high-profile litigator Peter Rees QC stepped down from the top legal job at Royal Dutch Shell in 2014, Australian Donny Ching was appointed as his successor. Managing a near 1,000-strong team split over 45 countries, including 700 legal professionals, Ching’s priority is to align the team as closely as possible with the business, a move that helps manage spend on external advisers. In 2014 the team handled around $5.5bn of divestments in the US, in the course of which it spent less than $100,000 on external law firms.

Costs aside, Ching says that retaining so much work in-house presents a ‘compelling employee value proposition’, while also retaining knowledge within Shell.

Ching has a long history at Shell, having served in multiple managerial roles. A qualified barrister, he joined Shell in Australia in 1988 and requalified as a lawyer in Victoria, Australia in 1989. He worked initially in its resources business before progressing to downstream and corporate work for Shell Australia. He moved to Shell Hong Kong in 1992 to work on the Nanhai Petrochemical Complex Project in China. In 2004, Ching relocated to Singapore as associate GC for the gas and power business in Asia-Pacific, where he supported the growing LNG trading business through projects such as Sakhalin and Gorgon. He became Singapore head of legal in 2008 with responsibility for legal support to the downstream business in South-East Asia, going on to become GC of projects and technology, based in the Netherlands, in June 2011.

Two years into the group GC role and following Shell’s landmark £47bn takeover of BG Group, 2016 will see Ching take stock of the business’s legal panel, which comprises over 100 firms that typically receive instructions for specialist advice or where the in-house team doesn’t have the physical capacity to do a large transaction. Last year it was Slaughter and May that worked alongside a large proportion of Ching’s team, including company secretary Michiel Brandjes, on the acquisition of BG.


Grant Dawson: General counsel and company secretary, Centrica

Team headcount: 200

Law firms used: Allen & Overy, Ashurst, Eversheds, Norton Rose Fulbright

One of the most prominent names in the in-house community, Centrica’s long-serving general counsel (GC) Grant Dawson is oft-cited for his work transforming the company’s position as a UK gas supplier to an international energy player.

Appointed GC and company secretary following the demerger from British Gas in February 1997, Bar-qualified Dawson has spent most of his career in the energy industry, joining the legal department of Racal Electronics in 1984 and STC as legal adviser in 1986. A five-year stint until 1996 saw Dawson serve as associate GC for Nortel in Europe, Africa and the Middle East.

Under his leadership at London-listed Centrica, the largest supplier of gas to domestic customers in the UK, the 200-strong legal team last year aligned to the business’ governance, compliance and reporting processes across its devolved businesses: British Gas, Centrica Energy and its North American business, Direct Energy (DE).

Dawson is regarded as a full member of the Centrica C-suite, with the legal, regulatory, compliance and company secretarial function all falling under his remit.

His biggest regulatory hurdle of late has been the ongoing Competition and Markets Authority (CMA) inquiry into the energy industry, where he has been tasked with handling Centrica’s submissions to the CMA and preparation for formal hearings. Dawson is also an advocate for regular housekeeping on legal spend for the business and conducts an annual review of external law firms. Those appointed are expected to use a defined menu of fee arrangements.

Having been involved in Centrica’s entry into a new jurisdiction via its £920m acquisition of Ireland’s state-owned Bord Gáis Energy in 2014, this year Dawson will tackle legal issues surrounding the company’s €1bn bid for Viridian, Northern Ireland’s biggest power company. If successful, the deal will help the company refocus its efforts on selling energy to customers rather than producing fuel for the market, as low oil prices continue to have a knock-on effect on Centrica’s upstream business, which mainly produces gas.

As you would expect, Dawson gets strong notices from City partners. He is also active in the wider community as current vice-chair of the GC 100.


Tom Melbye Eide: General counsel, BG Group (now part of Shell)

Team headcount: 85 (in BG legal team)

Law firms used: Clifford Chance, CMS Cameron McKenna, Freshfields Bruckhaus Deringer

One of the most high-profile general counsel (GC) retirements last year was that of longstanding BG Group legal chief and ‘brilliant legal mind’ Graham Vinter, who departed the role after nearly a decade, making way for his successor Tom Melbye Eide in September 2015. Norwegian Eide joined the FTSE 100 oil and gas company from Oslo-headquartered Sapa, a leading manufacturer of aluminium solutions, where he served as executive vice president and general legal counsel.

He moved there from Statoil, where he first held the position of GC for StatoilHydro, before becoming head of legal for global strategy and business development across the entire company. During his time at Statoil, he sat on the board of directors from 2011 – which included BG’s current chief executive Helge Lund, who was acting as Statoil’s chief executive at the time – and helped to develop a legal mergers and acquisitions unit for the company.

Less than a year into the role, the Herbert Smith-trained Eide and his 85-strong legal team were tasked with competition and regulatory approval issues surrounding BG’s £47bn takeover by Shell, which completed in early 2016, despite doubts expressed by shareholders about the deal’s viability given falling oil prices.

Eide will review BG’s external legal roster with the expectation that Shell’s panel will prevail post-acquisition.

Eide has also joined a heavyweight bench of in-house names at BG Group, which featured in the GC Powerlist 2015: The Team Elite, including Daniel Silver, the company’s head of ethical conduct and compliance, and corporate chief counsel Howard Landes, who was shortlisted for our Rising Star award 2015.


Nicholas Ansbro: General counsel, Gazprom Marketing & Trading

Team headcount: 24

Law firms used: Baker Botts, Herbert Smith Freehills, Holman Fenwick Willan, Lewis Silkin

Nicholas Ansbro started his career as a thrusting corporate lawyer at Clifford Chance (CC) in the late ‘80s, working alongside then rising stars Matthew Layton, Jeremy Connick and Andrew Grenville.

His first move in-house was in 1994 to Reuters, following a secondment from CC. He then moved into the energy sector in 2003, joining Corona Energy as head of legal. He joined Gazprom Marketing & Trading (GMT), a subsidiary of Russian gas giant Gazprom, as assistant GC in 2008 before succeeding its legal chief Jacqueline Hill in 2014, after she departed to Harkand.

Headquartered in London, GMT employs over 900 people and has a global presence with subsidiaries in Houston, Singapore, Paris, Berlin, Zug and Manchester. The team develops and implements Gazprom’s global liquefied natural gas (LNG) business strategy and vision by bringing to market Russian reserves through developing LNG liquefaction projects.

Under Ansbro’s leadership, the GMT legal team is tasked with ensuring that the company is properly supported in developing strong relationships with its Russian parent.

On the GMT side, Ansbro’s 24-strong team has handled major transactional work in recent years restructuring its trading capabilities, including a major six-year gas supply deal to Centrica in 2015, as well as an agreement to acquire 1.2 million tonnes of LNG annually from the Perenco project in Cameroon, which is being developed by Norwegian shipping company Golar LNG.

Ansbro and his team have further built a successful compliance function under the GMT arm to address new regulations on commodity derivatives affecting energy trading firms within the EU.

Ansbro says: ‘In terms of Gazprom, GMT is a global trading arm of our Russian parent – our business model is quite different. Our competitors are other energy trading companies such as EDF Trading and BP’s trading arms. The biggest challenge facing us is continuing to grow our business despite the fall in oil prices and related factors, but it’s a challenge we are striving hard to meet.’


Hillary Berger: General counsel and ethics officer, Engie Africa (formerly GDF Suez)

Team headcount: Seven

Law firms used: Chadbourne & Parke, Clifford Chance, Eversheds, Herbert Smith Freehills, Linklaters, Norton Rose Fulbright, Shearman & Sterling

London-based Hillary Berger has enjoyed an expansive career in the power sector, starting in the US before moving to London in 1998.

She now heads the Africa legal function for Engie, formerly GDF Suez. With UK revenues of £3.7bn and around 20,000 employees, the company is active in 70 countries around the world and across every energy source.

Berger’s legal department is responsible for advising on matters relating to European power generation in those regions, trading activities and retail business. This includes monitoring compliance with applicable legislation, review and negotiation of key contracts, and oversight of the region’s various legal entities.

Berger originally joined International Power in 2006 as legal counsel, following which she went on secondment both with corporate communications and the International Power/GDF Suez integration team. Having made an estimated €27bn worth of investments since 2014, the company is currently executing an ambitious three-year strategy to become a leading player in world energy transition, which within Europe is taking the form of a sustainable and decentralised energy mix through the use of renewable technologies.

Part of Engie’s strategy is a reorganisation of UK businesses to integrate energy and services capabilities, investment in infrastructure and new technology. However, part of the restructuring will see Engie shut down Rugeley power station this summer, one of the country’s biggest coal power stations, in a move linked to increased carbon costs as the UK shifts to greener energy.


‘One of the few to transcend the GC role.’

Rupert Bondy: Group general counsel, BP

Team headcount: 600

Law firms used: Addleshaw Goddard, Ashurst, CMS, Freshfields Bruckhaus Deringer, Herbert Smith Freehills, Linklaters, Norton Rose Fulbright, Pinsent Masons, Olswang, Simmons & Simmons, Sullivan & Cromwell

Cited as a key figure in the legal industry by peers such as BAE Systems general counsel (GC) Philip Bramwell, few can dispute the breadth of experience and weighty responsibilities of in-house veteran Rupert Bondy, who leads legal and compliance operations within BP. For many, Bondy is one of the few figures to have truly transcended the legal role to establish himself in a broader context.

He began his career in 1989 at Morrison & Foerster, working in San Francisco and London, and from 1994 spent a year at Lovells in London. He ventured in-house in 1995 to SmithKline Beecham as senior counsel, dealing mainly with corporate matters. He subsequently held positions of increasing responsibility and, following the merger of SmithKline Beecham and Glaxo Wellcome, was appointed senior vice president and GC of GlaxoSmithKline in 2001. In April 2008 he joined BP as group GC, ahead of a turbulent period for the oil major.

Bondy not only faces addressing the headache of compliance and regulatory challenges levied at oil giants, but has been involved in the long-running litigation surrounding the Deepwater Horizon oil disaster off the Gulf of Mexico, one which cost the company $18.7bn to settle and constituted the largest environmental fine in US history. In 2015, the company announced costs associated with the disaster amounted to $55bn.

In February this year BP faced another battle and instructed Herbert Smith Freehills to defend it against claims its security precautions at an Algerian gas plant were flawed at the time of a terrorist attack in 2013 that killed 40 people. Filed at the English High Court, the claims stem from an attack by al-Qaeda-linked militants against the In Amenas gas plant in Algeria operated by BP as part of a joint venture with Norway’s Statoil and Algeria’s Sonatrach.

Major transactions recently saw BP and Oman Oil sign a heads of agreement with the government of Oman in February, committing to amend the Oman Block 61 exploration and production-sharing agreement, enabling further development of the Khazzan tight gas field.

Bondy is one of the few top-level GCs that openly uses alternative methods to select his external advisers and in 2014 held a reverse or Dutch auction, in which all firms on the present panel were asked to participate.


Debra Valentine: Group executive for legal, external and regulatory affairs, Rio Tinto

Team headcount: 80

Law firms used: Allens, Ashurst, Herbert Smith Freehills, Linklaters, Norton Rose Fulbright, Quinn Emanuel Urquhart & Sullivan, Sullivan & Cromwell

Debra Valentine was appointed group executive for legal, external and regulatory affairs at Rio Tinto, the world’s second-largest iron ore miner, in 2009. A member of Rio Tinto’s executive committee, her remit covers its legal, external affairs, security, risk, company secretarial and compliance functions.

She previously worked at United Technologies Corporation in the US where she was vice president, deputy general counsel and corporate secretary, after first gaining experience in private practice at O’Melveny & Myers in Washington DC, and previously served as legal chief at the US Federal Trade Commission from 1997 until 2001.

The company has faced challenging market conditions, which saw the mining giant’s 2015 revenue fall amid a global commodities slump, forcing cuts to staff and capital expenditure and operating costs.

With the world’s biggest mining companies under significant pressure from slowing growth in demand from China, major priorities for Valentine this year include the potential sale of $5.7bn of assets to help buy business from distressed industry rivals as stock slumps. Rio Tinto also announced in 2015 the departure of energy chief Harry Kenyon-Slaney as part of its restructuring, as well as the rollout of its coal and uranium businesses into two other units to drive cost efficiencies.

Valentine’s priorities include supporting the business with commercially sound advice in delivering on the group’s performance objectives, whether divestments and closure on non-core assets; value-based progress on new projects; strategic development of existing operations; or business transformation activities to reduce capital spend and increase cash flow.


Liz Tanner: Director of legal services, SSE

Team headcount: 80

Law firms used: Addleshaw Goddard, CMS, Freshfields Bruckhaus Deringer, Gillespie Macandrew, Kennedys, Thorntons

Since SSE’s appointment of Liz Tanner as director of legal services in 2013, the in-house function has undergone major structural change, splitting into different capabilities to align legal operations to the business. These include infrastructure and real estate capability, data protection, commercial and litigation.

A non-executive director, Tanner is responsible for providing a wide remit of legal advice across the SSE group, including energy infrastructure projects, general commercial, M&A, construction, property and litigation matters, as well as governance and regulatory compliance work.

Significant activity includes undertaking a major asset disposal programme with an estimated value of around £1bn and the £1.2bn Caithness-Moray subsea transmission link to provide increased network capacity for electricity generation from renewable sources, in line with legally-binding international targets.

2015 was particularly challenging, with SSE announcing in February the closure of three out of four units at its Fiddler’s Ferry coal-fired power plant as renewable energy and cheap gas prices have made such plants increasingly expensive to run, a move that SSE said would incur a penalty charge of around £33m for breach of contract. The company was also unsuccessful in January 2015 in gaining a capacity contract for the power plant for the year 2019/20.

Tanner also oversaw the setting up of an inaugural law firm panel at SSE, following an extensive selection process in 2014. Seven firms were appointed to advise across various legal disciplines, including construction, property, finance, litigation and corporate. Kennedys, for example, covers the sub-division of personal injury litigation and Gillespie Macandrew and Thorntons focus exclusively on Scottish property work. Tanner’s aim was to refresh the company’s approach to external legal services and drive more efficient delivery across SSE.

Tanner is both personally cited by City lawyers and noted for having built an effective team.


Andrew Carr: General counsel, Sellafield

Team headcount: 14

Law firms used: Burges Salmon, DLA Piper, Eversheds, Freshfields Bruckhaus Deringer, Pinsent Masons

Sellafield’s longstanding head of legal services Andrew Carr is cited as one of the UK’s foremost nuclear specialists as well as an established name within the in-house legal community.

He manages a 14-strong division at the nuclear giant’s UK headquarters in Cumbria. Home to Calder Hall among other legacy plants, it serves as a major centre for decommissioning. At Sellafield, operational plants are forecast to generate approximately £10bn of income between 2015 and 2027.

Having trained in civil and criminal litigation at SNR Denton, Carr’s career in-house began as a senior solicitor at British Nuclear Fuels (BNF) from 1999 to 2006, where he worked on a portfolio of construction, insurance, regulatory and contentious issues that provided the foundation for his education in nuclear law. A rebrand of BNF in 2008 gave Carr the opportunity to form Sellafield’s first stand-alone legal division with specialist lawyers.

As well as providing specialist legal advice and insurance support to the business, Carr works with the board on governance and compliance issues. He has handled high-profile legal challenges against Sellafield, including a landmark dispute in 2014 heard at the Court of Appeal that ruled on the level of monetary sanctions appropriate for corporates with significant turnover when found to breach safety and environmental protection legislation.

This year Carr faces a hefty political hurdle. Following plans drafted by the government to decommission Sellafield, it now faces regular reviews as new information is discovered. As the Nuclear Decommissioning Authority’s largest site, Sellafield ‘poses levels of complexity and uncertainty that are unique in the global nuclear sector’. Last year, the National Audit Office revealed the cost of decommissioning and cleaning up the Sellafield nuclear site in Cumbria increased by £5bn to £53bn in 2015, a sum condemned by MPs and which controversially led to the Nuclear Decommissioning Authority cancelling a £9bn clean-up contract awarded to Nuclear Management Partners. Sellafield’s UK arm said it aims to make greater efficiencies within its £2bn budget for the next financial year as it ‘enters its most crucial period in its history’.


Alison Kay: Group general counsel and company secretary, National Grid

Team headcount: 31 (UK)

Law firms used: Addleshaw Goddard, Berwin Leighton Paisner, Bircham Dyson Bell, CMS Cameron McKenna, Dentons, DLA Piper, Eversheds, Herbert Smith Freehills, Irwin Mitchell, Linklaters, Norton Rose Fulbright, Shakespeare Martineau

With a career spanning 20 years, Alison Kay is widely regarded as a respected veteran of the industry. She has served in various roles since joining the FTSE 100 company in 1996, including as UK general counsel from 2000-08 and as commercial director for the UK transmission division from 2008-12.

Alongside UK legal chief Rachael Davidson, Kay undertook an extensive review of National Grid’s external legal advisers in 2015, seeking to deliver an agile and smarter service delivery model with firms more aligned to its business needs. The review led to a slimming down of the roster to 12 firms, marking a near 50% reduction since its previous assessment in 2011, while all contracts were shortened to two years from three to keep pace with the changing legal market. Diversity is also high on Kay’s list of priorities and she regards firms demonstrating commitment to increasing levels of female representation as a key benchmark.

In recent years, Kay has spent considerable time helping the company negotiate regulatory hurdles, including the Competition and Markets Authority’s investigation into the domestic metering market and the London power cuts in 2005, and the settlement of a five-year litigation against four European power companies in one of the largest cartel damages cases ever to appear before the English courts.


For further analysis, see: GC Powerlist 2016

Continue reading “Energy”

Financial Services

Financial Services

Justin Bickle: Managing director, Oaktree Capital

Team headcount: Four (UK)

Law firms used: Cadwalader, Wickersham & Taft, Kirkland & Ellis, Linklaters, Weil, Gotshal & Manges

Justin Bickle joined Oaktree in 2005 from the London office of Cadwalader, Wickersham & Taft, where he was a partner in the financial restructuring department. As a partner with expertise in European debt restructuring, a move to the world’s largest distressed-debt investor was an obvious one. In the 11 years since he joined Oaktree, the firm has grown significantly in both staff numbers (250 to 1,000) and assets under management ($27bn to $100bn), but the core legal team has remained small, with fellow ex-Cadwalader restructuring lawyer Martin Graham, former Linklaters private equity associate Tom Jaggers, and former Kirkland & Ellis associate Frederick Powles helping to oversee matters alongside Bickle, who has oversight of around 40 portfolio companies.

Dominic Keenan, Europe regional counsel at Oaktree, manages risk and compliance matters for the firm on a Europe-wide level and although Bickle insists he and his team no longer think of themselves primarily as lawyers, a lot of the products Oaktree deals in have legal issues and they are treated as go-to legal advisers within the company.

Bickle prefers to look at it as using legal skills to structure and execute deals by examining the underlying documents of a target company. There are several examples of this during Bickle’s time at Oaktree, from the 2008/09 distressed debt takeover of Countrywide, the 2012 purchase of Fitness First, and a more recent partnership with the National Asset Management Agency and Bennett Group in Ireland to develop commercial and residential property in Ireland.

‘I’m not compensated as a GC but it’s a day job that uses plenty of legal skills’, he says. ‘I source deals, sit on boards and examine investments. It’s a fluid role. If the job was doing NDAs and box-ticking, I’d blow my brains out.’

Bickle received wide recognition from private practice peers in this year’s GC Powerlist. Malcolm Hitching, head of the finance practice at Herbert Smith Freehills describes him as ‘the best [lawyer] in his space’, while Chris de Pury, head of real estate at Berwin Leighton Paisner, says Bickle is usually at the forefront of Oaktree’s deals.

In addition to his work at Oaktree, Bickle teaches a class on distressed investing at London Business School, guest lectures at Harvard Business School, sits as a member of the advisory board of the Private Equity Institute at Säid Business School and is the chair of English National Ballet.


Jasveer Singh: General counsel, Man Group

Team headcount: 40

Law firms used: Allen & Overy, Arendt & Medernach, Bird & Bird, Clifford Chance, Deacons, Dechert, Henry Davis York, Herbert Smith Freehills, Maples and Calder, Matheson, Milbank, Tweed, Hadley & McCloy, Sidley Austin

In handling the legal affairs of the largest listed hedge fund in the world, Jasveer Singh has a job that would be considered difficult enough in its own right. But Singh, a widely admired figure in the alternative investment community, has had to contend with many additional challenges recently.

Singh has guided the legal team through a major restructuring while also dealing with the unprecedented regulatory change facing the industry, with the impact of the Alternative Investment Fund Managers Directive (AIFMD) presenting a particular challenge. The last few years have also been a busy period of M&A activity for Man Group. Although Singh is a funds lawyer by background, he has led on several of the business’ more important transactions. These include the 2012 acquisition of FRM Holding, a deal which featured a complex acquisition structure involving a Jersey scheme of arrangement; the 2014 acquisition of Boston-based Numeric; and the high-profile $1.6bn acquisition of US-listed GLG Partners Fund in 2015.

Singh has been in the legal team at Man Group since 2004 when he followed former Clifford Chance (CC) partner Stephen Ross to the FTSE 250 alternative investment manager. He became general counsel in 2013 following Ross’s departure and the introduction of Emmanuel Roman as the group’s new chief executive.

Praise for Singh was widespread among private practice lawyers. David Pudge, corporate partner at CC, says Singh has done an ‘excellent job of managing the firm through a very difficult period’, while Nigel Farr, corporate partner at Herbert Smith Freehills, dubs Singh ‘a terrific deal lawyer, who likes to get stuck into negotiations, as well as a very effective leader of corporate projects’.


Robert Hoyt: Group general counsel, Barclays

Team headcount: 900

Law firms used: Addleshaw Goddard, Allen & Overy, Cleary Gottlieb Steen & Hamilton, Clifford Chance, DLA Piper, Eversheds, Freshfields Bruckhaus Deringer, Hogan Lovells, Latham & Watkins, Linklaters, Shearman & Sterling, Simmons & Simmons, Skadden, Arps, Slate, Meagher & Flom, Sullivan & Cromwell, TLT

Former White House and US Treasury lawyer Bob Hoyt joined Barclays as general counsel (GC) in 2013 during a turbulent time for both the bank and its legal team. Like many large financial institutions, Barclays was under investigation for alleged manipulation of the Forex and Libor markets. Hoyt, a litigator formerly responsible for overseeing the US Department of the Treasury’s legal strategy around the failures of Bear Stearns, Lehman Brothers and AIG, was in a prime position to deal with these claims.

To complicate matters further, Hoyt subsequently had to deal with a string of high-profile departures from the legal team – including deputy GC Michael Shaw, EMEA GC Erica Handling, global head of financial crime Jonathan Peddie, and global corporate and investment banking GC Judith Shepherd – and the more recent departure of Antony Jenkins from the position of group chief executive.

During a global law firm panel review during the summer of 2014, Barclays cut its global legal roster by 30% and moved to a streamlined two-tier system of ‘preferred’ and ‘approved’ firms that is due to run until the end of June this year. The review also saw Barclays shake up how it interacts with its external advisers, with the introduction of corporate value accounts. The initiative, incorporated in the panel arrangements, allocates law firms an annual sum representing the value of legal services they must provide through various services, primarily legal advice and secondments and if in deficit at the end of the term they must repay the amount owed to the bank.

Described as ‘careful with the detail and very hardworking’, Hoyt is recognised for steadying Barclays at a difficult time and widely praised by leading City partners for his calm and swift resolution of the issues facing the bank.


John Tribolati: General counsel for EMEA, JPMorgan Chase & Co

Team headcount: 200 (EMEA)

Law firms used: Allen & Overy, Clifford Chance, CMS Cameron McKenna, Eversheds, Freshfields Bruckhaus Deringer, Linklaters, Norton Rose Fulbright, Slaughter and May (London-based firms used only)

John Tribolati began his career as an associate at Cleary Gottlieb Steen & Hamilton in New York in the late 1980s but he always knew in-house work would appeal to him. Instead of handling pieces of legal work on a number of deals, Tribolati wanted to be ‘up to [his] neck in it’, seeing a deal through from beginning to end.

In 1993 he acted on behalf of JPMorgan. Ten months later he was given a chance to move in-house at the bank’s Singapore office. Tribolati moved at a time when banks were expanding rapidly in Asia but where lawyers were thin on the ground. He moved to JPMorgan’s Tokyo office for three and a half years before moving to Goldman Sachs in 2001.

A year later he moved to London to take up the position of co-general counsel (GC) for EMEA at Goldman Sachs, which he held until his return to JPMorgan Chase & Co as sole GC for EMEA last year. ‘It was an easy decision,’ says Tribolati. ‘Goldman Sachs is a great firm, but I had been speaking to [JPMorgan’s US GC] Stacey Friedman for a while and she’s very persuasive. This was an opportunity to have my own gig.’

One of the big attractions of working in-house, Tribolati says, is that issues he faces are never exclusively legal. ‘Broader considerations are [always] relevant and lawyers need to stay on their toes thinking about that. If there’s a new raft of laws that impact how we do business then it’s [not] exclusively about the law.’

The main challenge Tribolati expects to encounter in the coming months is the changing way in which the industry is perceived by regulators and the public. ‘The role of banks in the world has been looked at through a different lens. We live in a world where the financial industry continues to be transformed by new regulation, which is very significant for how we do business.’

While lawyers have always been expected to have a view beyond issues that are strictly legal, he says the expectation that in-house counsel will raise their hands if they deem a transaction to be inappropriate ‘has become more prominent’.


Geoffrey Bailhache: Managing director, legal and compliance, The Blackstone Group

Team headcount: 3

Law firms used: Freshfields Bruckhaus Deringer, Latham & Watkins, Simpson Thacher & Bartlett

When Geoffrey Bailhache joined The Blackstone Group in 2010 he had to create his current role as head of European legal affairs. Bailhache has carved himself the challenging niche of Blackstone’s main European transactions lawyer, overseeing a huge range of deals, restructurings and private placements.

It is a role that has required Bailhache to embed himself in the deal team and offer real-time commercial advice while working on a range of cross-border deals, often to incredibly tight deadlines. He is also responsible for looking at the wider developments affecting Blackstone’s business, from the risk of market abuse in take-private deals or listed debt purchases to new and stricter regulations affecting the many sectors in which the company is involved.

Bailhache has received particular praise for his recent role in Blackstone’s purchase, along with TPG, of UK residential mortgage lender Kensington Group from Investec; its purchase of Lombard International Assurance from Friends Life Group; and its investment, along with GIC and MassMutual, in Rothesay Life. All of these deals involved moves for highly regulated businesses with significant compliance implications.

Before joining Blackstone, Bailhache was an associate at Weil, Gotshal & Manges and SJ Berwin, specialising in leveraged buyouts and public takeovers. He is widely regarded as one of the leading general counsel in the private equity world, both by private practice lawyers and his colleagues at Blackstone and the most widely cited buyout GC in the Square Mile. Marco Compagnoni, senior partner in the private equity team at Weil Gotshal, says colleagues ‘respect his views and defer to his expertise, mainly because he consistently delivers such wonderful commercial advice’. And, in the words of David Higgins, co-head of global financial investors sector group at Freshfields Bruckhaus Deringer, Bailhache is ‘a very versatile lawyer and also that rarest of breed – a genuine, strong transactions lawyer’.


John Collins: Director of legal, compliance, regulatory affairs and anti-money laundering, Santander UK

Team headcount: 35

Law firms used: Ashurst, Bird & Bird, Nabarro, Slaughter and May

Described by one Slaughter and May deal veteran as ‘simply fabulous’, seasoned lawyer John Collins has just entered a new phase in his career as director of legal, compliance, regulatory affairs and anti-money laundering at Santander UK after resigning from the top legal role at The Royal Bank of Scotland (RBS) in December, less than a year after he had replaced the retiring Chris Campbell.

During his brief stint as GC at RBS, he ran a team of lawyers and oversaw the $2bn settlement of US litigation against RBS alongside other banks, including HSBC and Barclays, over alleged losses caused by the rigging of foreign exchange markets.

Having started his career at Wilde Sapte in 1990 before moving in-house at Citibank in 1995, he joined RBS from Dutch-based banking group ABN AMRO, after it was acquired in 2007 by a consortium made up of RBS, Santander and Fortis. Collins became a key figure at RBS in the aftermath of the financial crisis when he served as deputy counsel at ABN AMRO at the time of the takeover. He spearheaded the sell-off of assets to reduce debt after its highly leveraged takeover of ABN. He progressed through a number of senior legal roles at the troubled bank, including deputy GC, and was seen as a perfect replacement for the respected Campbell in January 2015.

While years of cost-cutting at the state-owned RBS have hit the institution’s reputation among City advisers, Collins is still regarded as one of the most capable GCs in the business and a trophy hire for Santander. He joins Santander later this year.


Perspectives: Emma Slatter, global head of strategy, legal, Deutsche Bank

How do you feel about your career?

It was my 20th anniversary at Deutsche Bank (DB) in January. I joined an influential British merchant bank called Morgan Grenfell, which was absorbed by DB. My career has always been varied. I started out doing general banking and corporate work, then intellectual property (IP) and IT law. We supported the bank’s e-commerce initiatives in the dotcom years. It was in the early stages of my career where I supported the e-commerce business, which was particularly challenging and rewarding because it was an initiative pulled together by the legal division. The internet was the first time someone had to really look at the development of technology and business. With IP law we were also providing support for new joint ventures and investments the bank was doing into technology-related projects.

How do you feel your team fared with the fallout after the banking crisis?

In the last two years, I’m most proud of the way in which the team has supported the bank through a number of regulatory investigations. Since [allegations of manipulation of the institutional interest rates] Libor, the world changed but it was a sense of everyone pulling together. From 2010 onwards we’ve been hit with the most demanding and challenging investigations both internal and external. It’s been a learning exercise. It tested people and imposed severe pressure and time constraints… and strained resources. We had to bring [in] people from a non-regulatory background to assist, which has been tough but served as good training. It has been the best breeding ground for future teams. You can now navigate your way through.

‘We are trying to tackle the glass ceiling and recognise not everyone will have their whole career in-house.’

And has your relationships with external counsel changed?

Before the crisis we didn’t articulate clearly to external counsel what we expected from them, not just [in terms of] what they provide, but how they provide it, on what cost basis, and what level of seniority we expect for each task.

What is on your agenda for 2016?

In the past, we had to bring people from a non-regulatory/litigation background to assist. We are now staffing up with more specialists. And the use of technology has now become central to the legal division’s strategy. The team recently entered into partnership with an external provider to develop an enterprise risk management system covering document management, electronic billing and online tendering. It should produce a much more efficient process and better metrics so we can continue to review how we allocate resources, work efficiently and save cost externally. We’re also focusing on career development with a broad initiative looking at how we develop our lawyers from the moment we give them an offer to whether they become senior managers, or join other teams within the bank or get roles externally. It is trying to tackle the glass ceiling and recognise not everyone will have their whole career in-house like I have and at one institution. It’s having the tools and breadth of vision to be a commercial participant in financial services.

What do you predict for the financial services industry?

The industry will continue to face cultural issues, which it needs to address. We have to balance this with the business-as-usual, making money agenda, against very ambitious regulatory change, which will continue to be a big focus for years to come.

Any career wisdom to share?

Develop a broad skillset and take opportunities you are given. My career path shows there isn’t always an obvious route. Find solutions, be collaborative and remain optimistic!


Damian Morris: General counsel, EMEA and Asia-Pacific, ICAP

Team headcount: 15

Law firms used: Clifford Chance, Macfarlanes

Over the past two years, Damian Morris has handled the full range of issues that can come across a general counsel (GC)’s desk: a change in hierarchy; a complex M&A deal; a well-publicised regulatory investigation; and stricter regulation affecting the industry.

In August 2015, ICAP’s group GC, Duncan Wales, left the firm to take up a position at Standard Chartered with his role being split between Morris in the UK and Stuart Wexler in New York (now overall GC of ICAP).

At the time of Wales’ departure from ICAP, the company was halfway through merger negotiations with rival Tullett Prebon, a £1.5bn transaction considered one of the most complicated listed M&A deals attempted in recent years. If approved, the merger will see the two companies’ voice-broking businesses combine to form a newly-enlarged public listed company that will then issue shares to the remaining parts of ICAP. It will also give the merged entity more than 50% of the voice-broking market.

Morris has been an important figure in keeping everything on track. With ICAP involved in the Libor and Forex investigations that have dominated the market, there has been a significant regulatory focus on the company more generally. Morris has been liaising with a number of agencies and a lot of internal work has been done on investigations and remediations.

‘There are horrific examples of managers at other companies not being able to follow the money through the trades that are happening on their watch and not knowing what is going on; there are self-serving remuneration committees and a lot of it needs to be regulated,’ says Morris. ‘But the idea that transparency and regulation can make systemic risk go away is too simplistic.’

However, he points out that even poorly-designed regulations can bring opportunities to a business. ‘When I’m talking to my team about regulatory changes and market changes I always tell them to keep focused on what the business is trying to do and how to best service [the] customer base while navigating through different regulatory overlays. You need to understand the opportunities of regulation without dismissing the challenges. The challenges need to be met head-on, but the opportunities require a bit more thinking to uncover.’

As a lawyer, Morris has a considerable equity and derivatives sales and trading background. He qualified in the corporate team at McKenna & Co (pre-CMS Cameron McKenna) before moving in-house to Goldman Sachs in 1998. He joined Merrill Lynch in 2002, Credit Suisse in 2005 and ICAP in 2010.


Lucy Vernall: Global general counsel, Funding Circle

Team headcount: Five (UK)

Law firms used: Bond Dickinson, DMT Legal, Hogan Lovells, Simmons & Simmons

Peer-to-peer lending service Funding Circle, which allows savers to lend money directly to small and medium-sized businesses, is among the group of UK-based startups to have exceeded a $1bn (£690m) valuation. One of the standard bearers in the much touted fintech sector, Funding Circle entered the US market in 2013 by merging with San Francisco-based Endurance Lending Network and has not looked back.

Global general counsel (GC) Lucy Vernall, who joined 18 months ago to become the company’s first full-time lawyer, has been central to its rise. In her short time as GC of Funding Circle, Vernall has helped the company expand its presence in mainland Europe through the acquisition of German company Zencap – the largest business loan marketplace in continental Europe, overseen a £150m fundraising by listing the company’s small business investment trust on the London Stock Exchange – the first listed fund ever established by an online marketplace, and helped the company become Financial Conduct Authority regulated.

Angus McLean, partner at Simmons & Simmons, says: ‘There’s no fintech business that’s gone through the same stuff as Funding Circle and what [Vernall is] dealing with is first of its kind and creating law for the fintech space’.

Vernall was previously GC at short-term loans company Wonga and one of the founding members (and managing partner) of Kemp Little.


Emma Slatter: General counsel UK and western Europe, Deutsche Bank

Team headcount: 150 (Birmingham and London)

Law firms used: Allen & Overy, Clifford Chance, Freshfields Bruckhaus Deringer, Linklaters, Slaughter and May (in UK)

The effects of the financial crisis and Libor scandal brought the banking sector’s activities under closer scrutiny at a time when most in-house teams were going into cost-cutting mode. Managing the burden of enhanced regulatory and risk review under stricter budget controls has been a challenge for the general counsel (GCs) of all major banks and financial institutions, but few have coped with the difficulties as well as Emma Slatter, Deutsche Bank’s GC for UK and western Europe.

Recently, Slatter has supported the bank through a number of challenging regulatory investigations, forcing her to reassess how she and the team prioritise and resource matters.

In her 20 years at Deutsche Bank, including six as GC, Slatter has overseen many changes in how the legal team operates. The use of technology has now become central to her strategy. The team recently entered into partnership with an external adviser to develop an enterprise risk management system covering document management, electronic billing and online tendering.

In addition to managing the bank’s legal and regulatory risks, Slatter is also praised for her dedication to developing the careers of those around her. Around 20% of the London team now have some form of flexible working and, as of January 2016, Slatter has taken on a new role as head of global strategy for legal and is set to prioritise career development as a ‘systematic and global’ objective as the legal team’s response to the bank’s 2020 strategy.

Despite these changes, she says the hallmarks of a good GC – leadership, strong vision, good communication to the team, strong legal and analytical skills – have remained the same. The main difference is that she finds herself increasingly balancing a business advisory role with that of a lawyer while having to make difficult decisions and manage people.

One of the most cited figures in this year’s report, Slatter has huge influence on the legal market, leading the City team for one of Europe’s elite banking groups. One Magic Circle partner comments: ‘Emma is head and shoulders above the rest. She’s a different calibre.’ A partner at a major US firm strikes a similar note: ‘Emma is super – yes, I agree. She’s a consensual person. Deutsche are rebuilding the investment bank so she’s been busy there and of course handling investigations.’ One derivatives veteran concludes: ‘You must get Emma in there.’


Erica Handling: General counsel for EMEA, BlackRock

Team headcount: 50

Law firms used: Clifford Chance, Herbert Smith Freehills, Hogan Lovells, Skadden, Arps, Slate, Meagher & Flom

When Erica Handling joined BlackRock from Barclays in 2015 it was a move that reflected the growing importance of asset management companies in the UK’s financial services industry. Replacing BlackRock’s outgoing general counsel (GC), James DesMarais, Handling took a role similar to the one she left at Barclays, serving as GC for the EMEA market at the multinational investment management company. In her new role, Handling manages a team of 50 lawyers and reports to BlackRock’s global GC Matthew Mallow and the EMEA chair and chief executive David Blumer.

Handling moved in-house in 2010 following ten years at Ashurst, where she helped to launch the structured finance and securities practice in 2005. She was widely praised for having significantly contributed to the firm’s global finance practice and was part of the team to lead Ashurst’s US launch in February 2009. Her familiarity with a broad range of structured finance products, particularly collateralised debt obligations (CDOs), has made her one of the most established figures in the specialist asset management space.

During her time at Barclays, Handling developed her expertise beyond structured finance to become a well-regarded team builder and manager. Tamara Box of Reed Smith says a lawyer of Handling’s ‘calibre and talent will bring BlackRock a unique perspective stemming both from her deep experience in private practice as the leading lawyer in the CDO sector’.


Adam Fletcher: General counsel, Investec Asset Management

Team headcount: Nine

Law firms used: Addleshaw Goddard, Eversheds, King & Wood Mallesons, Slaughter and May, Weil, Gotshal & Manges

Cape Town-based Adam Fletcher oversees the asset management arm of FTSE 250 and Johannesburg Stock Exchange dual-listed Investec Asset Management. His role straddles the UK and South Africa and requires him to move between the two operations frequently, overseeing a range of cross-border legal matters.

Fletcher was largely responsible for working out the in-house legal complexities of Investec’s 2013 senior management buy-in, a scheme led by chief executive Hendrik du Toit to give senior employees a 15% stake in the business with an option to acquire a further 5%. This £180m buy-in, which was extended to around 40 senior staff across the company’s various sites, was a recognition of the importance of the management to the company’s value. It seems to have worked: the asset management unit of Investec, which has £69bn worth of assets under management, subsequently reported strong growth.

The share issue raised a number of complex challenges and required a very robust structure that could be applied to managers in a number of jurisdictions the company operates in without penalising any of them unfairly due to tax and legal regimes in their location.

Slaughter and May partner Nilufer von Bismarck, who worked closely with Fletcher on the senior management buy-in, says he is ‘incredibly quick to distil issues to their core point and come up with the best approach to solving the problem. He runs a big division of Investec very successfully and manages to move between the issues faced in the UK and South Africa with supreme efficiency’.


Maria Leistner: Global general counsel for the international wealth management division, UBS

Team headcount: 72 (in London)

Law firms used: Ashurst, Cleary Gottlieb Steen & Hamilton, Clifford Chance, Linklaters, Mayer Brown, Slaughter and May

At the time of writing, Maria Leistner was serving out her notice period after leaving Credit Suisse, where she had been managing director and EMEA general counsel (GC) for over a decade, to head up the legal function for UBS’ wealth management business.

Shortly after Leistner joined in 2004, Credit Suisse began setting out its ‘one bank’ strategy, a streamlining process intended to return the bank to its core strengths. This process served Leistner well in subsequent years, helping her to hone a team that managed the legal and regulatory complexities of the bank’s activities on a tight budget.

Leistner saw significant changes to the investment banking industry in her 11 years at Credit Suisse (including five as EMEA GC), with global regulatory frameworks for a number of the bank’s products being significantly revised or completely rewritten. Just as significant, however, was the heightened focus on reputational risk.

Following the financial crisis, Leistner says, the reputational aspects of a bank’s activities are more important considerations than ever before, and ‘should we do it?’ should be the first question to be asked when discussing any of the bank’s dealings. In addition to her legal duties, Leistner acted as Credit Suisse’s reputational risk approver and, more recently, as chair of the reputational risk committee for the EMEA region.

As one of the most senior female managing directors in Credit Suisse’s global operations, Leistner also made significant efforts to expand the bank’s diversity initiatives. In her capacity as senior co-sponsor of the EMEA LGBT Network, she served as the figurehead for Credit Suisse’s LGBT Ally initiative and was recently recognised by OUTstanding, the professional network for LGBT and Ally senior executives, for her work in the area.

David Bickerton, regional managing partner at Clifford Chance, says: ‘Maria takes the effort to get to know her team and takes a personal interest not just in the senior partners who spend a lot of time with her, but her team members too. She’s very keen to promote the diversity of the company. She integrates diversity initiatives into the relationship, it’s not like it’s a completely separate part. That’s very powerful – for some organisations, it’s an ancillary part of what they do.’


Susan Crichton: General counsel and company secretary, TSB

Team headcount: 20

Law firms used: Bond Dickinson, Herbert Smith Freehills, Hogan Lovells

Susan Crichton joined TSB as general counsel (GC) and company secretary in 2014 with the responsibility of separating the bank from Lloyds then taking it through its initial public offering (IPO). Having helped separate the Post Office from Royal Mail prior to the Royal Mail Group’s IPO one year earlier, Crichton was one of the few GCs in the UK who would have appreciated the scale of the challenge facing her.

At the same time, Crichton had to deal with the responsibility of acting as company secretary, supporting new product launches and overseeing legal matters in her new role. She was supported by a small team, previously spread across London, Bristol, Gloucester and Edinburgh, which she had to consolidate and then develop to fit the needs of TSB. Following TSB’s float, Crichton then had to oversee the legal aspects of the bank’s takeover by Spanish banking group Banco Sabadell and help once again integrate her team with new owners.

Crichton has a long and distinguished career in the financial services sector, with senior legal positions at Avco Trust, GE Money and Consumer Finance and Skandia International.

One private practice partner comments: ‘The breadth of projects that have become almost business-as-usual for the GC of Britain’s leading challenger bank may be more akin to the workload of a long established corporate law firm rather than that of an in-house legal team – particularly one that barely existed just two years ago.’


James McRobbie: General counsel and chief compliance officer, CF Partners

Team headcount: Six

Law firms used: Baker & McKenzie, Bird & Bird, Dechert, K&L Gates, Latham & Watkins, RPC, Simmons & Simmons, Taylor Wessing

James McRobbie has a diverse role – with responsibility for the legal aspects of transactional, regulatory and contentious matters – in a diverse organisation, comprising commodity trading, asset management and investment functions. It is a role that requires both flexibility and a broad understanding of the commercial considerations affecting the business and one in which McRobbie has been praised for his ability to ‘act under pressure in a trading environment and in the context of a rapidly expanding business’.

Since joining CF Partners in 2011, McRobbie has helped to establish its asset management function; implemented the firm’s compliance and monitoring programme; and created new structured and commodity derivatives products. He sits on the management board of the CF Partners Group and ‘operates not only as a lawyer and compliance professional but also as a general adviser’ to its commercial activities.

Described as a ‘driving force behind new business’, he has led the firm’s expansion into new products and new territories by overseeing the recent acquisition of a contracts for difference platform and a retail and gas power provider. He also established the legal documentation for a trading and fund management house in energy and emissions trading, a relatively new area of the market. He has also recently overseen two sizeable disputes – with Barclays Bank and Tricorona – that have called on him to deal with both complex issues and numerous stakeholders in the context of hard-fought litigation.

Two new funds have been launched under McRobbie’s direction. One private practice partner says McRobbie’s funds work demonstrates ‘his unique ability to manage the legal process of an incredibly complicated business combining strong technical skills with clear communication and a very good understanding of the commercial drivers’.


Jeremy Barton: General counsel, KPMG

Team headcount: 45

Law firms used: DLA Piper, Freshfields Bruckhaus Deringer, Osborne Clarke, Pinsent Masons

Jeremy Barton’s career began at Norton Rose and he moved to Paris as a corporate lawyer where he helped build the cross-border M&A team.

Barton went on to build an in-house career ostensibly with the Big Four accountancy firms. He spent ten years at the now-defunct Arthur Andersen as European and deputy general counsel (GC) and also held the global GC role at Ernst & Young. Then, following a stint at Boston Consulting Group (BCG), he was appointed the new UK GC at KPMG following the retirement of longstanding legal head Vanessa Sharp in May 2015.

Reflecting on major challenges faced in his career, Barton refers to the collapse of Andersen in 2001, where he deployed a 50-strong internal and external team to help handle the fallout.

‘It gave me the opportunity for a career track that would lead to leadership quicker than in a law firm, where you end up managing practices or offices later in your career. Being in-house gave me the progression I wanted.’

During his time at BCG, Barton built a reputation as one of the more progressive in-house lawyers in the UK and one of the most prominent members of the GC community, a position he is aiming to build on at one of the world’s leading professional services firms.

Less than a year into his role at KPMG, Barton says it’s important to ‘help the business adapt to the new world of professional services’.

Also an advocate for technology initiatives, Barton points towards the firm’s pioneering strategic alliance with McLaren Group, which involves the use of McLaren Applied Technologies’ predictive analytics and technology for KPMG’s audit and advisory services.


Sajid Hussein: General counsel EMEA, Bank of America Merrill Lynch

Team headcount: 117

Law firms used: Allen & Overy, Clifford Chance, Shearman & Sterling, Skadden, Arps, Slate, Meagher & Flom

Sajid Hussein leads a group of lawyers that provide support to Bank of America Merrill Lynch (BAML)’s global banking and markets department in Europe, Middle East and Africa and is also responsible for the bank’s Europe card services (MBNA) legal team. He is a member of the EMEA executive committee and covers a range of businesses, including capital markets trading and origination, M&A, equities, rates, currencies and commodities as well as regulatory, employment, litigation and insolvency issues in the region.

Hussein is cited as one of the most able strategists in the legal banking world and has helped see BAML through one of the most difficult periods the investment banking industry has faced in recent years. He moved to Bank of America as associate general counsel in 2005 and retained his role when the bank merged with Merrill Lynch in 2008 at the height of the financial crisis.

Hussein began his legal career at Allen & Overy before joining Deutsche Bank in 2001. Beyond his day-to-day role, he is a member of the human rights group Liberty and sits on the advisory board of SEO London, a charity that mentors minority students.


Perspectives: Jeremy Barton, general counsel, KPMG

Why did you leave private practice for a career in-house?

I started out as a corporate lawyer in the Paris office at Norton Rose, helping build the cross-border M&A team. I used to get calls from head-hunters. I thought I would stay at the firm forever. I got the call for a role at [now defunct accountancy firm] Andersen. Going in-house gave me the opportunity for a career track that would lead to leadership quicker than in a law firm. Being in-house gave me the progression I wanted in my career.

What was it like working at Andersen during its collapse?

I spent a decade there, and my last 12 months were spent putting that organisation to bed. I had a 50-member internal and external team to help handle the fall-out and we were dealing with a number of things; fighting off litigation from the Enron creditors, keeping the banks at bay, and organising for the network of Andersen firms to survive and be safe. In 12 months I got five years’ experience.

‘I spent a decade at Andersen and my last 12 months were spent putting that organisation to bed. In 12 months I got give years’ experience.’

What has changed in the legal landscape since then?

How technology is used and delivered to clients. Solutions are put together in a more open, architectural way. It has to be done in conjunction with others, whether they are tech-start-ups or software providers, you have to team up with them. You have to look outside your traditional box to find someone to team with. Putting the IP and legal arrangements in place for that can show in-house legal is very much at the centre of strategic developments in the business.

Any stand out examples of this?

We have an alliance with McLaren to help us develop big data skills for providing audits, which has been in place for two years. When you’re auditing a multinational company, the amount of data you end up sifting through is massive. Bringing the data analytical skills needed to run a Formula One car around the race track into accounting is incredible.

What’s been on your agenda since moving to the KPMG role last year?

I have a transversal initiative to cut across groups and connect with our internal clients. Ultimately it is part of a strategy to be issues-led and client-focused. You can bring thought leadership around many issues and engage with the risk management function for issues relating to big data, regulatory issues or litigation threats surrounding that. That’s a practical way the legal department can relate with the business.

Still being in my first year, the challenges are helping the business adapt to the new world of professional services. There’s a combination of things going on – the regulatory environment is tightening and professional services are no different to any other sector in being under scrutiny from regulators. The Big Four all are. When I took over from Vanessa Sharp, I was looking to reinvigorate the vision for the team – the role of GC became an executive committee position and now I report directly to the chair. That means the legal function no longer sits in the risk management division. So I’ve given it its own sense of direction. My agenda is to link the legal strategy with that of KPMG. The language I talk in is aligned with the vision.


Margaret Cole: General counsel, PwC

Team headcount: 126

Law firms used: Herbert Smith Freehills, Linklaters, Norton Rose Fulbright, Reed Smith, Taylor Wessing

After earning a reputation as one of the most effective financial services sector regulators, PwC’s Margaret Cole is now one of the most respected figures in the in-house community.

She qualified as a private practice litigator in the 1990s, specialising in banking and commercial work during a time when the economic downturn brought about large-scale insolvencies to keep her busy. She moved to White & Case in 1995, where she spent a decade and then led its dispute resolution practice.

Cole joined the Financial Services Authority in 2005 as director of enforcement, diversifying into criminal work and gaining herself a reputation for transforming the body’s approach to enforcement leading to many prosecutions and convictions. In her first year, civil fines stood at £17m and by 2011 increased to £66m, nearly covering its entire £67m budget. When the watchdog relaunched as the Financial Conduct Authority Cole decided on a move to accountancy giant PwC as legal counsel and board member.

These days Cole has invested in strengthening PwC’s litigation and regulatory functions in a bid to meet the expectations of increasingly robust regulators.

PwC has faced its fair share of contentious matters in recent years and in October settled a significant £1.6bn professional negligence dispute for an undisclosed sum just days before the case was set to be heard in the High Court – PwC had added Deloitte and KPMG into its defence, and the case would have clarified the law relating to claims against auditors.

This year, the team faces a €578m professional negligence claim brought by British American Tobacco (BAT), stemming from PwC’s audit of Windward Prospects, a company with which BAT has a long-running dispute over the cost of cleaning up a polluted river in Wisconsin. BAT alleges PwC failed to fully account for clean-up costs of the polluted river in its audit of Windward.


Eva Sanchez: General counsel and head of compliance, Citadel Europe

Team headcount: Eight

Law firms used: Clifford Chance

Eva Sanchez heads a team of legal and compliance professionals at the European arm of Citadel, one of the world’s largest asset managers. As such, she is responsible for interpreting and implementing all European legislation applicable to Citadel’s activities in both its asset management and quantitative market-making businesses. Described by one private practice partner as ‘operating at the cutting edge of the business’, Sanchez has recently overseen the legal and regulatory aspects of Citadel’s launch of a European fixed-income, market-making division.

Sanchez has been ‘at the forefront of EU regulation’ as it affects major buy-side market participants and financial markets and regularly represents the industry in discussion with senior regulators in Europe. She is a member of the Alternative Investment Management Association (AIMA), where she sits on the board, represents the EMEA region and chairs AIMA’s government affairs committee. She is also a member of the Managed Funds Association international affairs committee and represents Citadel Securities on the executive committee of the European Principal Traders Association as part of the Futures Industry Association.

Prior to joining Citadel in 2009, Sanchez served as global head of legal for nine years at Swiss Re Capital Management and Advisory. She began her legal career as a finance associate at Clifford Chance in both London and Milan. She is also a qualified translator and interpreter.


‘An all-round leader and visionary’

Brona McKeown: General counsel and company secretary, The Co-operative Bank

Team headcount: 21

Law firms used: Allen & Overy, Bates Wells Braithwaite, Berwin Leighton Paisner, Clifford Chance, DLA Piper, Eversheds, Hogan Lovells, Mishcon de Reya, Pinsent Masons, TLT

With over 20 years’ experience of legal and company secretarial matters in the financial services industry, the plain-speaking Brona McKeown has been the right general counsel (GC) to lead The Co-operative Bank legal team through troubled times. Described by one senior lawyer as ‘an incredible all-round leader and visionary who has been right in the trenches facing the most difficult of circumstances’, she was formerly interim GC of Coventry Building Society and global GC of Barclays Corporate.

McKeown took over as GC in December 2013 after former GC Alistair Asher was appointed to his new role as head of legal for the entire Co-operative Group. She joined at the end of a difficult year for the bank, which suffered losses of £600m, a credit rating downgrade, the departure of its chief executive and a reported shortfall of £1.5bn in capital that nearly led to its collapse. It also had to face investigation by the Financial Conduct Authority and the Prudential Regulation Authority for alleged breach of its listing rules.

Although the bank has continued to experience severe difficulties, McKeown and her legal team have been at the forefront of helping to mend the damage and restore its reputation.


Catherine Johnson: Group general counsel, London Stock Exchange Group

Team headcount: 12

Law firms used: Freshfields Bruckhaus Deringer

In the last few years a number of high-profile stock exchange mergers have led to a rapidly consolidating industry and a move from pure stock trading to activities such as clearing and risk management. This has made The London Stock Exchange (LSE), Europe’s biggest equities exchange and the world’s largest clearing house for interest-rate swaps, a very attractive target. In March this year the 215-year-old institution announced its proposed merger of equals with Deutsche Börse. This deal, which is still pending, has kept general counsel (GC) Catherine Johnson very busy of late.

Johnson joined LSE in 1996 as a regulatory analyst and became general counsel in 2012. The exchange has been characterised by big personalities in its senior leadership over the past decade, with Dame Clara Furse and current chief executive Xavier Rolet heading the organisation. Finding a line between the legal, commercial and personality issues has, according to those who have worked with Johnson, been her biggest achievement.

Though still a small exchange relative to its international power, the LSE has been acquisitive in recent years and increased both its size and profile significantly. With a relatively small team, Johnson has managed to deal with a lot of difficult issues. According to one senior partner: ‘If you look at what she has managed to achieve with the resources available to her, you would have to say she has helped the team punch way above its weight. Although it has always been revered, the LSE has only recently become one of the world’s leading financial centres and it was in no small part down to Johnson’s efforts.’


Ifther Ali: Senior vice president and global head of legal for corporate and investment banking, UniCredit

Team headcount: 200

Law firms used: Allen & Overy, Clifford Chance, Freshfields Bruckhaus Deringer, Linklaters, Shearman & Sterling, Skadden, Arps, Slate, Meagher & Flom, White & Case

Although Italian-headquartered financial services giant UniCredit is best known for its retail operations, around half of the group’s revenues come from its corporate and investment banking division. London-based Ifther Ali holds global legal responsibility for corporate and investment banking at UniCredit, leading a team of 200 lawyers around the world, including 15 in the UK.

Ali is known for having built a strong team. He attributes his success in the role to creating a new way of doing things. ‘We have a very culturally diverse organisation,’ says Ali, ‘and that can cause problems for a legal team. Trying to get everyone to the same level is something you need to work on as general counsel (GC) and it’s been one of the main things I have accomplished in my time here.’

For Ali, who spent 14 years at Merrill Lynch before moving to UniCredit, the experience of changing from a US to a European-style investment bank was a big cultural change. ‘One of the things I tried to do was impart that US-style business model to UniCredit’s in-house staff. Although we are independent of the first line of business, my approach is to be a very solutions-driven function that works closely with commercial teams. A lawyer who retreats into an ivory tower is not the type of person you want to have in an investment bank.’

He has also had to deal with the changing risk landscape faced by UniCredit. ‘A good GC should always be a strategic adviser,’ says Ali, ‘but it’s noticeable that in the last few years financial services GCs have been doing more to manage business risks. Increasingly we are looking at more regionally-specific risks, such as volatility in particular markets or political events like Brexit. These are more localised issues and we as legal counsel are having to be more proactive in the way we advise business on risk.’

Tamara Box, chair of the financial industry group and the head of structured finance at Reed Smith, describes Ali as ‘a multi-skilled lawyer with the benefit of significant experience in the financial sector who always brings a unique commercial and pragmatic approach to discussions.’


For further analysis, see: GC Powerlist 2016

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Insurance

Insurance

‘Head and shoulders above the rest.’

Kirsty Cooper: Group general counsel and company secretary, Aviva

Team headcount: 320

Law firms used: Allen & Overy, DLA Piper, Latham & Watkins, Linklaters, Pinsent Masons, Slaughter and May

Described as ‘head and shoulders above the rest’ by one veteran partner, Kirsty Cooper became general counsel (GC) at Aviva in late 2010 and has seen her role gradually expand to include regulatory compliance, public policy and corporate responsibility in addition to heading the office of the chair and sitting as a board member representing the shareholders of two key Aviva subsidiaries, Aviva Insurance and Aviva France.

Cooper has also had to help the group negotiate a period of recent widespread regulatory change that has seen the Financial Conduct Authority (FCA) look more closely at insurance providers. New rules introduced by the Prudential Regulation Authority (PRA) and the UK Pensions Regulator have also led to big changes in how UK insurers must operate. At the same time, the industry is dealing with the implications of Solvency II, particularly important for institutions like Aviva that are designated global systematically important insurers.

Alongside this regulation there has been a growing focus on what Cooper calls the ‘digital challenge’ that comes when established practices centred on physical documents and meetings with brokers give way to new forms of interacting with customers. The FCA has recently introduced Project Innovate to help businesses introduce new financial products and services into the market and Cooper, along with other leading figures in the industry, is working closely to ensure it addresses the challenges faced by both customers and providers.

After nearly 25 years with Aviva, Cooper has seen big changes in how legal teams operate. ‘There [are] more non-legal executives in-house now and a lot more automation and checking parameters and guidelines before a matter is escalated to legal,’ says Cooper, ‘but the essence of the legal team remains the same. We are not a law firm and we don’t necessarily want to handle a huge amount of low-level work.’

Cooper’s advice to aspiring GCs is to develop commercial skills without losing sight of the job itself. ‘You need to move around to develop your skills and working in business is a key action I’d recommend to anyone going in-house. When you’ve been at the front line you understand commercial pressures and that means you’re better at understanding clients in business.


Sean McGovern: Chief risk officer and general counsel, Lloyd’s of London

Team headcount: 20

Law firms used: Arnold & Porter, Baker & McKenzie, Drinker Biddle & Reath, Freshfields Bruckhaus Deringer

As the oldest continuously active insurance marketplace in the world, Lloyd’s of London is responsible for managing the insurance market in the UK. Advising a City institution that runs a marketplace, rather than acting as a company within a market, brings a set of unique challenges for Sean McGovern.

His job is complicated further by the fact that he is responsible for covering regulatory affairs along with legal risk and governance, and that Lloyd’s is dual-regulated by the Prudential Regulation Authority (PRA) and the Financial Conduct Authority (FCA). It is a role that sees him helping to manage the insurance market’s relationship with the two regulators and working with various international bodies that govern the sector while also trying to manage internal affairs at Lloyd’s, where he sits on the board.

The highly-rated McGovern has been helping to negotiate the delivery of Solvency II in conjunction with Brussels and PRA respresentatives in the UK.

Over the past few years the insurance market has been dominated by discussions of Solvency II and the highly-rated McGovern has been helping to negotiate the delivery of this complicated piece of regulation in conjunction with policymakers in Brussels and PRA representatives in the UK. As Lloyd’s carries capital centrally, it must also comply with the same regulations. The UK referendum on EU membership is another significant issue that McGovern has had to deal with, and he has been called upon to not only represent his institution’s view but that of industry more generally in discussion with the UK government.

Although dealing with EU matters takes up much of McGovern’s time, he must also keep an eye on matters in the US, which is by far Lloyd’s biggest market and accounts for around 40% of its business. McGovern sits on two US Federal advisory committees; one advising the US Treasury on general insurance policy issues and another advising on terrorism risk.

The highly-rated McGovern has been helping to negotiate the delivery of Solvency II in conjunction with Brussels and PRA representatives in the UK.


Humphrey Tomlinson: General counsel and company secretary, Direct Line

Team headcount: 18

Law firms used: Allen & Overy, Norton Rose Fulbright, Pinsent Masons, Slaughter and May

Described as ‘one of the most dedicated and impressive general counsel around’, Direct Line’s Humphrey Tomlinson has led his 18-lawyer team in handling major strategic initiatives for the business in recent years. Like many of his contemporaries, Tomlinson has achieved this amid an increasingly robust regulatory environment that has squeezed the budgets of in-house legal teams.

Most notable is Tomlinson’s handling of the insurance giant’s initial public offering (IPO) in 2012, launched by owner The Royal Bank of Scotland (RBS). After the float followed a period of consolidation and restructuring with Tomlinson taking responsibility for rebuilding the secretarial team in particular.

A former lawyer at Ashurst Morris Crisp, he joined the group in 2011 from his role as group legal director at RSA. With over 25 years in the insurance industry, he advises on a wide range of corporate transactions in the UK and internationally, legal risk management and corporate governance issues. A pet project for Tomlinson was Direct Line’s investment in motor analytics and telematics tech company, The Floow, in July 2014. The team then gained an alternative business structure licence for the company’s legal subsidiary DLG Legal Services and conducted a €550m sell-off of Direct Line’s international business.

One nominator says: ‘He manages to somehow balance all the demands on his time arising from increased regulation on his industry, business challenges and the need to support on reshaping the business post-separation from RBS and post-float. A real lawyer’s lawyer, exceptionally strong technically and demanding of his external counsel. He never fails to be curious about legal issues.’


Alan Porter: Group general counsel and company secretary, Prudential

Team headcount: 83

Law firms used: Baker & McKenzie, Cleary Gottlieb Steen & Hamilton, Freshfields Bruckhaus Deringer, Hogan Lovells, Linklaters, Norton Rose Fulbright

Alan Porter took on the role of group general counsel (GC) at multinational life insurance and financial services company Prudential following Margaret Coltman’s departure last year. He had previously been Prudential’s company secretary, a role which had been Coltman’s until the legal function was restructured in 2012.

With £509bn of assets under management, significant operations in Europe, Asia and the US and stock exchange listings in London, New York, Hong Kong and Singapore, managing Prudential’s size and complexity presents a formidable challenge for the in-house function. In addition to overseeing legal matters for the group’s four main business units – Prudential Corporation Asia, Jackson National Life Insurance Company, Prudential UK and M&G – Porter’s first months in charge have been occupied with finalising the company’s legal panel, which kicked off in the summer of 2015 and has been delayed and subsequently revisited following Coltman’s departure. The last full panel review for the insurer was in 2011. Before joining Prudential in 2012 Porter had served as Tesco’s group GC, a position he had taken up following 15 years at British American Tobacco.


Geoffrey Timms: Group general counsel, Legal & General

Team headcount: 30

Law firms used: Clifford Chance, Eversheds, Macfarlanes, Pinsent Masons, Slaughter and May

‘At dinner parties when someone asks what I do I don’t I say I’m a lawyer, I say I’m a fixer.’ Although ultimately responsible for the legal team, Geoffrey Timms has taken on a much broader role that encompasses sitting on the boards of joint venture companies, maintaining business relationships, conducting negotiations, and acting as a corporate problem-solver. The closest Timms has come to doing pure law for a long time has been in the form of Solvency II, a new directive harmonising insurance regulations across the EU, which he says is by far the biggest issue the sector has faced since Basel II.

Timms, who joined Legal & General in 1999, says his experience allows him to deal with company-level problems, though he also credits his senior legal team with freeing him from a lot of worry. An added benefit of such long service, Timms says, is it allows him to voice awkward points when needed.

‘Any GC at an insurer had a big year. Geoffrey is top of them all.’

‘You have to be yourself,’ he comments. ‘Don’t try to conform to corporate typologies if it’s not you. A lot of people who don’t fit the standard corporate model try to copy it, but in doing so they lose the things that made [them] stand out in the first place.’

The legal team has been described as the ‘midfield of the organisation’ by Legal & General’s chair but Timms says gaining a reputation for running harder than anyone else means lawyers are the problem solvers people turn to when things get difficult when they should be introduced at the start of a process.

Timms is keen to address this by encouraging his lawyers to take up commercial and guidance positions across the company. ‘It’s a well-recognised fact that the legal team has some of the top talent in the company. They take projects on and they make commercial calls and the business people love them, but they still want to be lawyers rather than full-time businesspeople. It’s the same with me. I say I’m a fixer, but really I’m still a lawyer at heart.’

Despite being a veteran of the insurance industry, Timms still remains one of the cited names in the sector, with one Slaughter and May partner commenting: [Timms] definitely has to be on the list. He’s a must.’ Luke Powell at Macfarlanes strikes a similar note, citing the regulatory burden that goes with the job: ‘Any GC at an insurer has had a big year. Geoffrey is top of them all.’


Perspectives: Kirsty Cooper, group general counsel and company secretary, Aviva

What has been the biggest change within the legal team during your time at Aviva?

I’ve been with Aviva for 25 years so there have been rather a lot of developments in that time, but one of the major changes I have noticed is the increased desire for – and expectation of – mobility in legal teams. When I first became an in-house lawyer it was a very typical nine-to-five job and the people who did it wanted and expected that stability. The big change now is that young lawyers join a company almost expecting to move around and develop into a new role. It’s great to see that ambition, but you have to be careful that it doesn’t come at the expense of learning to do the job you’re in properly.

I have always advised my team to look for commercial opportunities because it makes you a better lawyer and a more valuable part of the company. But you should definitely get into the career you’re in and be brilliant in the job you’re doing. You want to get recognised as someone who is good at what they do, not someone who’s always thinking about the next step.

How has your role changed since you became GC?

I took over at the end of 2010, so 2011 was my first year. Since then my own role has grown – I’ve taken on other responsibilities like regulatory compliance, public policy, and corporate responsibility – but the role of the GC more generally has changed too. There has definitely been a move to having more non-legal execs in legal teams. There’s a lot more focus on automation and issuing guidelines and automatic checks that can answer a question before the matter is escalated to legal. Eliminating the need to consult a lawyer as much as possible will be a big focus of how legal teams embed themselves within a business in future. We will probably see smaller but more senior teams in-house but I’ve always said it’s not about headcount but the overall cost and quality of the team. The essence of the legal team remains the same. We are not a law firm and we don’t necessarily want to handle a huge amount of low-level work. In my experience when people try to resource legal departments with lots of junior staff they run into problems.

‘Eliminating the need to consult a lawyer as much as possible will be a big focus in future.’

What is the biggest legal challenge insurers are facing?

There’s a huge regulatory agenda in the industry at the moment, not only from the prudential side but also the conduct side. We’re beginning to see the Financial Conduct Authority turn its attention to other parts of the financial services sector, including insurance. At the same time there are big regulatory changes coming from the Prudential Regulation Authority and the Pensions Regulator. The fact that you no longer have to buy an annuity to draw down on your pension obviously represents a big change for both the industry and how we operate as a business. As a team we’ve been getting ready for Solvency II, which will introduce a lot of governance issues. Aviva is designated as a global systemically important insurer on the G-SII list and that has ramifications for how we operate. For the legal team it means we need to be prepared more than ever and have a clear plan for how we respond as a company if a crisis comes.

There has also been what I would call the ‘digital challenge’. People are less interested in having a physical copy of documents now. It sounds minor but it’s a big change in how we think of what we do. The regulations were written on the assumption you would have a long paper-format policy, but now people want to make three or four clicks before they get bored. Our industry needs to adapt to ensure customer satisfaction but it also needs to keep them safe and ensure good legal outcomes. We both want a safe and secure industry in which customers are only buying things they need and understand but we also need to ensure that it works for all parties. The digital campaign reminds me of the plain English campaign that began several years ago. It’s now second nature in the financial services industry and I suspect this will be a similar exercise.

What do you do in your spare time?

In what little of it I have I am a trustee of the English National Ballet. I love it. A big corporate entity like Aviva has lots of resources and lots of subject matter experts so you tend to have a fairly well-defined role, but when you transport yourself to a much smaller organisation you find the fluidity of the role quite a challenge. At the ENB you end up doing a little bit of everything. It’s a challenge, but you also see the different ways in which your skillset can contribute to the organisation’s success. When you take up a trusteeship you think about the value of your role much more broadly.


Edward Davis: Group general counsel, AXA

Team headcount: 35

Law firms used: DAC Beachcroft, Pinsent Masons

To AXA’s longstanding UK legal chief Edward Davis, leading in-house means being active in the insurance giant’s strategic decision-making from start to finish. ‘You engage with people and live with the consequences,’ he says. ‘It’s all about relationships.’

The former Denton Hall lawyer has grown AXA’s team to 35 since joining ten years ago and now has overall control of the group legal department, group secretariat and the UK compliance team but has delegated management roles within the legal division. His core department heads include chief counsel for AXA healthcare Sam Patel, chief counsel for AXA insurance Mark Gardner, and general counsel for wealth Emily Coupland. Davis says: ‘It’s important we support each other and be technically good – being on point with the business. We’ve made a very deliberate decision to bring in both junior and senior lawyers.’

‘You engage with people and live with the consequences. It’s all about relationships.’

Davis has driven increased responsibility for handling legal work in-house: AXA UK’s legal function has reduced its external legal spend by 35% since 2011 with total legal spend currently less than £10m, around 70% of that spent in-house.

He now has a mandate in 2016 to look at its relationship with the premium fee firms it outsources work to. He says: ‘That review is ongoing – we’re looking at what sort of innovation our external firms are investing in and seeking to recalibrate the relationship with those firms. We’re looking much more at flexible resourcing, like Agile [Eversheds’ contract lawyer arm].’

This, says Davis, enables better handling of challenges arising from a more robust regulatory landscape shaping the insurance industry. ‘You’ve got to face up to regulatory change. It’s so important to make sure we’re connecting in the right way. Regulation is here to stay and massively influential on our business. What should our response be? We need to be on the front foot and making a contribution to the business.’


Sarah Walker: Vice president, global chief counsel, Aon Risk Solutions

Team headcount: 80

Law firms used: Clyde & Co

Sarah Walker is vice president and global chief counsel at Aon Risk Solutions, the risk management division of Aon and its retail broking reinsurance business. The division is both the largest and most complex of Aon’s three businesses and has 500 offices in 120 different countries globally. UK-based Walker has global responsibility for the retail risk businesses across the group and helps to handle legal matters relating to over 80% of Aon’s total business by revenue.

With a team of around 80 lawyers, including 50 in the EMEA region alone, she is the direct report for a team of deputies around the world, who are collectively responsible for the majority of Aon’s lawyers. She is described by one experienced partner in private practice as ‘the best kept secret in financial services law, absolutely exceptional and a real visionary and thought-leader’.

Walker is one of three global chief counsel who report to Aon general counsel Peter Lieb. In 2014 she was appointed to the chair of the global risk committee, and is a prominent member of the global legal leadership and risk governance team at Aon.


Richard Ferris: Chief counsel, Aon Risk EMEA

Team headcount: 54

Law firms used: CMS Cameron McKenna, DLA Piper, Freshfields Bruckhaus Deringer, Kennedys

Richard Ferris, chief counsel for Aon Risk EMEA, describes himself as ‘a bit of a spare rib’ within the Aon group, but says that he has a true EMEA role, covering every market that falls between the west coast of Ireland to the Afghan border and the North Cape down to Cape Agulhas. The extent of Ferris’ role is unusually broad: Aon has a client presence in most EMEA countries, business lines in around 70 EMEA countries and offices in 30 of them.

Ferris oversees a shared services platform that works across Aon’s three businesses – Aon Risk Services, Aon Benfield and Aon Hewitt – with lawyers in the UK, Spain, France, Ireland, Dubai, Sweden, the Netherlands, South Africa, and Germany, and supports the company’s core regional insurance and reinsurance offerings. This forces Ferris to think about how his team can work collaboratively, not only within the business but also with various regulatory bodies.

‘Regulation is a driver of innovation because it means the financial services industry can’t rely on money for old rope anymore.’

All insurance providers are dealing with the challenge of geographical diversity and the question of how they can operate as a global firm that allows clients to access capital across borders in a heavily regulated industry where the content of local regulation makes that very difficult. For Ferris, there is no simple solution.

However, he says transparency is the best way to establish a working relationship with the regulator and building compliance solutions is more effective than trying to find ways around the regulators. He views the Financial Conduct Authority as a key stakeholder and client, and says: ‘Regulation is a good driver of innovation because it means the financial services industry can’t rely on money for old rope anymore.’

Helping to sustain the commercial strengths of the company is, Ferris says, the main contribution the legal team makes to Aon. The insurance industry has not managed to harness analytics with the same degree of rigour and consistency as the rest of the financial services industry, but Aon is trying to outpace its competitors through its global risk insight platform, a fully integrated consulting business that sits within the company.

‘Our success is rooted in innovation and that’s not just a sound bite’, says Ferris. ‘We have invested in creating our own Accenture within Aon, and that attempt to offer something genuinely new to customers is what drives us.’

Ferris joined Aon in 2007 and ran the legal team in London before taking over the EMEA role in 2013.


Bill McGowan: General counsel, Arthur J Gallagher

Team headcount: 20

Law firms used: DAC Beachcroft, Olswang, Pinsent Masons, Simmons & Simmons

Bill McGowan joined US-listed global insurance broker Arthur J Gallagher (AJG) in June 2012 just as it was beginning a period of significant expansion, both in the UK and internationally. A year prior to McGowan’s appointment, AJG began a string of UK acquisitions that transformed the business from a mid-ranking insurer with 800 employees to a major global player with 4,500 employees in the UK and a further 1,500 based in other jurisdictions.

Shortly after McGowan took up his role as general counsel, the company acquired specialist insurance adviser Acumus along with the property and commercial businesses of Barbon Insurance Group. This was followed by the acquisitions of specialist insurer Giles and the transport broker Belmont International in 2013 and Oval Financial and Oval Healthcare in 2014.

McGowan was originally a corporate lawyer with extensive experience of completing acquisitions and integrating businesses. Just as important was his 15 years’ experience of working for a UK-regulated business with US-listed parent companies. Understanding how to build a risk and control framework that could properly manage the broad-based business AJG had become was, McGowan says, essential to steering the company through its rapid expansion. ‘Knowing how to build a legal function or a function such as risk or compliance in a UK business while understanding the issues of a US business and a rapidly expanding international business was just as important as knowing how to deal with [the] M&A strand.’

More recently McGowan has had to help steer AJG through a different type of organisational change. Around half of the company’s senior management, including the chief executive and chief financial officer, have left the company since 2014. According to one senior partner in private practice, McGowan has played a central role in keeping the business running smoothly in the face of these high-profile departures.


For further analysis, see: GC Powerlist 2016

Continue reading “Insurance”

Pharmaceuticals and Healthcare

Pharmaceuticals and Healthcare

Funke Abimbola: General counsel and company secretary, Roche Products

Team headcount: Six

Law firms used: Arnold & Porter, Berwin Leighton Paisner, Covington & Burling, DAC Beachcroft, Eversheds, Herbert Smith Freehills, McCann FitzGerald

Promoted from UK and Ireland managing counsel to the new role of general counsel (GC) and company secretary at Roche Products in December 2015, Funke Abimbola is widely recognised as a leading GC in the healthcare and life sciences sector, after only making the leap to in-house from private practice in 2012.

Abimbola is commended for her outstanding work on a number of fronts. In particular she has deepened her commitment to fostering closer relations between lawyers and research and clinical teams, helping both sides to understand the technical issues involved from a new perspective.

Handling all aspects of law, including competition, regulatory, commercial, intellectual property, data protection and employment law, her team have been actively involved in protecting a diverse portfolio of products. Recent highlights include ensuring successful integration of four UK-registered InterMune companies into the UK and Ireland business following the acquisition of InterMune Group by Roche in 2014.

Members of the legal team have also been involved in successful business partnering with other groups within Roche, an initiative that has improved the team’s ability to provide strategic advice more closely aligned with business plans and business reviews, as well as gaining more product-specific knowledge.

Promoting gender and race diversity has also been a big focus of Abimbola’s achievements inside and outside Roche. She has recently become a Project Champion for the First 100 Years project, a digital film archive of female legal pioneers to mark 100 years since women in the UK were permitted to enter the legal profession.

She has also recently been appointed to the Diversity Recruitment Institute for Value and Excellence, a House of Lords committee on gender diversity chaired by Baroness Royall, which seeks to encourage an extra 10,000 diverse hires a year.

Abimbola say of her approach: ‘Supporting colleagues and maximising potential is one of the things you have to do as a responsible leader. I had to work hard to get to where I am and I suppose that after having overcome so many obstacles I feel privileged. Supporting and encouraging as many people as possible is something I enjoy most about the role I have.’


Daniel Toner: General counsel and company secretary, Spire Healthcare Group

Team headcount: 14

Law firms used: Allen & Overy, Freshfields Bruckhaus Deringer

The healthcare market generally is going through a turbulent period. With a public sector hit by scandals and funding squeezes, there are a number of people looking to make a dent in the pockets of larger private providers.

‘It’s a very political sector,’ says Spire Healthcare Group general counsel (GC) Daniel Toner. ‘Crisis management and mitigation is one of the most important things you can do to contribute to the business. As a lawyer, you’re trained to think in a certain way and lawyers tend to have a very strong ethical compass. That puts GCs in a good position to protect against reputational risk.’

‘I’m a bastard of an M&A lawyer who likes the cut and thrust of a deal, but this job made me realise how much you can help people.’

Toner says he looked at Spire’s clinical governance systems and processes some years ago and realised they needed to be more robust. It was a move that proved to be prescient: scandals at the Mid Staffordshire NHS Foundation Trust and Winterbourne View have brought reputational risk to the top of the healthcare GC’s agenda. Combined with an intense regulatory regime, this has created a market where providers are having to tread carefully.

‘I didn’t put our processes in place for the purpose of avoiding scandals, I put them in place because legal counsel in the sector have a moral duty to make sure they are as safe and efficient as possible, but it has ended up helping us pass regulatory reviews,’ says Toner. ‘It can mean the difference between a hospital with 500 staff remaining open and being closed down.’

Despite a decade working in the sector, Toner does not think of himself as a healthcare lawyer. In 2004, after nearly ten years in private practice as a corporate lawyer with a few in-house secondments along the way, Toner joined the commercial directorate of the Department of Health, a scheme set up to increase private capacity in UK healthcare. Toner made the move to Bupa Hospitals in 2006, though shortly after joining a bid from private equity firm Cinven that turned Bupa Hospitals into Spire saw him return almost immediately to corporate affairs.

‘I joined as sole lawyer and built up a team of 14 people. I’ve also taken on company secretary and risk responsibility. We started out with a very commercial focus – JVs, hospital builds, a couple of big acquisitions and a number of smaller acquisitions on the corporate side.’

Toner believes most of the skills needed to be a good GC lie beyond legal training. ‘Being a GC is about understanding the business and the sector. It is not being a lawyer at all really. You’re there as an ambassador for the business and you need to understand the grassroots of it. Every member of my team spends one or two weeks on the shop floor, including time observing in the operating theatre. It’s very different from the standard experience as a lawyer and that is vital if you want to develop people to run an organisation. I am director of the NHS Partners Network, the trade association that all private sector providers sit on, I’ve been to Number 10 and lobbied there, I’ve met with NHS chiefs to discuss changes to the law. None of that is legal stuff, but it’s all a hugely important part of my job.’

Toner says his biggest achievement has been making things safer for patients. ‘It’s something I never thought I’d say, because I’m a bastard of an M&A lawyer who likes the cut and thrust of a deal, but working in this sector has made me realise how much you can help people and organisations through effective management.’


Eddie Lawson: General counsel, Alliance Healthcare

Team headcount: Five (UK)

Law firms used: Allen & Overy

Pharmaceutical distribution in the UK changed significantly in 2007 with Pfizer’s introduction of the direct-to-pharmacy (DTP) model, an agreement between the manufacturer and Alliance Healthcare that has since been replicated throughout the industry, reducing wholesalers to providers of logistics rather than buyers and re-sellers of pharmaceutical manufacturers’ products.

Eddie Lawson was sitting at the negotiating table for Alliance during the first DTP deal and saw how quickly the industry can change. The pharmaceutical sector is now facing even more significant changes, with blockbuster drugs coming off patent just as the pipeline of new products is drying up, while an ageing population and cuts to healthcare spending by European governments squeeze margins.

For Lawson, the only way to prepare for these sweeping changes is to have a longstanding experience of how similar scenarios have played out in the past. ‘I’m often struck by how things happening in one jurisdiction will pan out in a very similar way to the things I’ve seen previously in another,’ he says. ‘That means I know what activities are required, what market restrictions are typically in place and how it’s likely to affect our business across the board. I’ve been at the company 16 years so I’ve seen a whole range of things come up time and again.’

For Alliance, another big change came in 2014 when the Walgreens Boots Alliance strategic partnership, one of the largest retail pharmaceuticals mergers ever, closed. As a distributor whose retail operations lie in markets not covered by Walgreens, Alliance was largely unaffected by business integration following the merger, but Lawson and his team have been drawn into difficult data privacy and compliance issues related to operating on a single system.

Alliance places its lawyers where the business is and avoids a large central team, meaning Lawson operates with a core team of just five in the UK. In addition to providing support to central business functions, Lawson’s role is largely one of surveying the company’s operations in various markets and conveying strategic risks across the business.


Bill Mordan: Executive vice president, general counsel and company secretary, Shire

Team headcount: 30

Law firms used: Cravath, Swaine & Moore, Ropes & Gray, Slaughter and May

Following Flemming Ornskov’s appointment as chief executive in 2013, UK-listed global speciality biopharmaceutical company Shire has acquired around $50bn worth of assets, transforming it into one of the world’s leading drug makers. Executive vice president, general counsel (GC) and company secretary Bill Mordan joined the company in October 2015 when it was midway through this run of acquisitions and played a major role in its largest purchase to date, the $32bn acquisition of rare disease drug maker Baxalta (due to close in the second quarter of 2016).

One Magic Circle firm partner, who worked with Mordan on the deal, describes him as a ‘first-class lawyer and one of the smartest guys I’ve ever worked with’.

As a UK-originated, Irish-headquartered entity with operational headquarters in the US, primary listing on the London Stock Exchange and a secondary listing on Nasdaq, Shire’s legal team needs a high level of cross-border expertise. Mordan, who is based at Shire’s US operational headquarters, adds experience of working for a UK-listed company from his previous role at RB where he served as group GC.

During his 13-year tenure at the consumer goods giant, Mordan gained first-hand experience of pharmaceuticals M&A work, orchestrating a demerger of the company’s pharmaceutical arm, for which he then created a new in-house team to allow it to float on the London Stock Exchange as a rebranded independent entity, Indivior. Mordan joined RB in 2003 following a number of positions working in the US and Latin America for Procter & Gamble. He reports directly to Shire’s chief executive and is a member of the executive committee.


Felix Ehrat: Group general counsel, Novartis

Team headcount: 900

Law firms used: Bär & Karrer, Freshfields Bruckhaus Deringer, Linklaters

As group general counsel (GC) of the largest healthcare company in the world by market cap, Felix Ehrat has to keep on top of the legal and commercial risks in over 180 markets. Ehrat has led Basel-based Novartis through some of its most transformative deals. Last year he helped it complete the final stage of its asset-swap deal with GlaxoSmithKline (GSK), with the Swiss company acquiring GSK’s cancer and multiple sclerosis drug business in exchange for its own assets. The deal was part of a hugely complicated three-stage process involving £11bn of assets that saw the two companies combine their consumer healthcare businesses while swapping non-core lines.

Overseeing mergers and acquisitions and advising on strategy is just one aspect of Ehrat’s contribution to Novartis’ future. In an industry where research and development cycles can be measured in decades and involve costly trials with no guarantee of success, spotting risks that could have an impact in a number of years’ time is essential. With healthcare spending in Europe slowing, the risks Novartis will face in trying to grow its business in emerging markets have become more important than ever. The introduction of nanotechnology to the drug market will also change how pharmaceutical companies interact with customers and evaluate risks.

For Ehrat, understanding how emerging trends in healthcare will affect Novartis’ strategy and how the legal team will need to evolve is the foundation of his role as GC. He has been in his post since October 2011 and is a member of the executive committee of Novartis. He was previously managing partner of Zürich-based law firm Bär & Karrer, where he worked for 25 years as a corporate and M&A lawyer.


Penelope Dudley: Chief legal officer, Bupa

Team headcount: 85

Law firms used: Addleshaw Goddard, Herbert Smith Freehills, Slaughter and May, White & Case

Former global markets director of legal and corporate affairs Penelope Dudley replaced Paul Newton as chief legal officer at Bupa on 1 April 2016. Ascending to the top legal position in a competitive, highly-regulated and complex sector is a challenge for any in-house lawyer, particularly if the position in question is replacing a figure as well known within the industry as Newton, who sat on Bupa’s global executive board and played a key role in shaping the organisation as a whole.

Healthcare is also a highly politicised sector that faces varying reputational risks from country to country. Instilling a culture of leadership across the legal team is especially important at an organisation which generates 80% of its revenue outside the UK and has a customer base in 190 countries worldwide. Dudley will take charge of a global team of 85 lawyers and an annual legal spend of over £11m as she oversees both the day-to-day legal problems facing the company and reports on the operational risks it faces in its various markets.

Dudley has been a member of Bupa’s legal team since 2010 and has handled the legal team of Bupa Global Market Unit since 2013.


‘Jeff brings a very technically informed perspective to whatever he does and has assembled a great team.’

Jeff Pott: General counsel, AstraZeneca

Team headcount: 30 (UK)

Law firms used: Arnold & Porter, Bristows, Covington & Burling, Davis Polk & Wardwell, Gowling WLG, Freshfields Bruckhaus Deringer

Jeff Pott leads a multidisciplinary and multinational team of lawyers at Anglo-Swedish multinational pharmaceuticals giant AstraZeneca. He was appointed as general counsel in January 2009 and has overall responsibility for all legal matters, including competition and intellectual property. With a market capitalisation of over £50bn, AstraZeneca is one of the largest companies in one of the most heavily regulated sectors in the world, with everything from manufacturing to marketing and clinical trials subject to rigorous controls.

Dealing with this level of regulation while retaining a focus on wider strategic issues is a delicate balance. According to Freshfields Bruckhaus Deringer corporate partner Julian Long, who has worked closely with Pott on many occasions, it is a balance that the AstraZeneca GC has used to his advantage.

‘There are two things GCs need to do well and Jeff does them very well. All senior counsel get to where they are because they have a specific skill, which in Jeff’s case was pharmaceutical patents. He has taken that skill and used it across a broad range of matters to bring a very technically informed perspective to whatever he does. The other thing GCs need to do is assemble great in-house teams, which Jeff has excelled at.’

Among the issues Pott has focused on recently have been AstraZeneca’s busy M&A workload. Over the last two years the team has not only been engaged with Pfizer’s £70bn hostile bid for AstraZeneca – an ultimately abandoned deal that would have created the world’s largest pharmaceuticals business – but its own acquisition of Dutch biopharmaceuticals company Acerta.

Pott joined AstraZeneca in 1995 and has worked in a number of roles within its legal team. Before joining the company he spent five years at US law firm Drinker Biddle & Reath as a pharmaceutical product liability litigation and antitrust lawyer.


Paul Mussenden: General counsel and head of strategic affairs, BTG

Team headcount: Nine

Law firms used: Allen & Overy, Bristows, Morgan, Lewis & Bockius, Stephenson Harwood

For smaller listed UK biotech and pharmaceuticals companies, the market has been something of a train wreck in recent years, notable more for its failures than its successes. But FTSE 250-listed specialist healthcare company BTG has been a notable outlier. General counsel (GC) and head of strategic affairs Paul Mussenden is recognised for having played a substantial part in the company’s success and is cited as one of the leading legal figures in the sector.

While BTG’s last few years have been a success, there have been challenges along the way, according to Mussenden. ‘The industry is facing growing regulatory complexity, particularly for companies that operate in the niche of combining drugs and devices. The framework isn’t clear or harmonised for international businesses across different geographies.’

‘Superlative judgement, deep knowledge of the sector and ability to apply just the right degree of pressure to the tiller.’

One of the most surprising things about BTG is how lean the legal team is for a company of its market cap, with seven lawyers and two paralegals split between London and Philadelphia overseeing all internal matters, which stems from Mussenden’s preference to ‘deepen expertise rather than grow the legal team’. Each lawyer in the team is expected to act as a ‘mini GC’, capable of advising on business issues and offering guidance as well as legal advice.

Mussenden’s role has evolved recently to encompass membership of the executive team and accountability for intellectual property, compliance, regulation and ownership of risk, and he has also led on several significant M&A transactions.

Andrew Edge, head of corporate at Stephenson Harwood, has advised BTG for many years, including on the acquisition of interventional pulmonology company PneumRx in 2014 and the acquisition of EKOS Corporation in 2013. He describes Mussenden as being ‘very highly regarded both within and outside BTG’ and praises his ‘superlative judgement, deep knowledge of the sector and ability to apply just the right degree of pressure to the tiller with both internal and external legal teams’.


Susan Wallcraft: General counsel and company secretary, Wellcome Trust

Team headcount: 12

Law firms used: CMS Cameron McKenna, Olswang

With an endowment of around £18bn, the Wellcome Trust is the largest non-governmental source of scientific funding in the UK and one of the largest life sciences and health funding providers in the world. Susan Wallcraft has been general counsel (GC) and company secretary at the UK-based charitable foundation since 2012.

Wallcraft joined Wellcome after eight years at Pfizer, where she served as assistant GC. Although many of the issues facing a listed corporate – competitors, shareholders, antitrust – are no longer on Wallcraft’s agenda, she finds the same basic questions of risk and reputation are very much a part of her role at Wellcome.

‘Most of what I do here is around governance and managing risk appropriately,’ she says. ‘When it comes to assessing an investment risk it’s fairly straightforward, but the bigger question we face as lawyers is whether we as an institution are doing the right thing and taking the correct approach.’

One of her key contributions has been to implement a values-based code within the legal team. ‘It is very common in the charity sector to abide by a “you shall” code of conduct, but I ripped up the rules we were working to because I felt they were preventing our lawyers from thinking about the best way to act in accordance with Wellcome Trust’s values.’

Among the biggest challenges Wallcraft and her team face is managing Wellcome’s reputational risk. The trust suffered damage following The Guardian’s ‘Keep it in the ground’ fossil fuel divestment campaign, just as falling oil prices wiped nearly £200m off its investments. Although Wellcome does not engage in fundraising activities, it has been tangentially impacted by negative publicity surrounding the activities of a number of charities in the UK and Wallcraft has had to help manage its public relations strategy in the face of changing public attitudes to the sector.


For further analysis, see: GC Powerlist 2016

Continue reading “Pharmaceuticals and Healthcare”

Retail and Consumer Products

Retail and Consumer Products

Robert Ivens: Head of legal, Marks and Spencer

Team headcount: 30

Law firms used: King & Wood Mallesons, Lewis Silkin, Osborne Clarke, Slaughter and May

Over the last five years, Marks and Spencer has made its way back into Europe. The retailer returned to Paris in 2011 following a ten-year absence and has since launched stores in Belgium, Holland, Greece, Spain and eastern Europe. Overseeing this from a legal perspective is one of the most experienced and assured general counsel in the business, Robert Ivens. Ivens says the international push has helped to embed the legal team’s knowledge within the organisation.

‘Having a stable legal department can become a cost saver over time and add value to a business.’

‘We’ve been going into all of these places and looking at the contractual side, the regulatory side, and how to provide services to a store. Even something as basic as sorting contracts for the supply of logistics can be a challenge in an unfamiliar location. The upshot is we’ve got some really good systems in place to do all of this if we go into a new market. That’s a great example of how having a stable legal department can become a cost saver over time and add value to a business.’

Having built up this body of knowledge, the main challenge Ivens now faces as head of legal is finding new ways to manage and retain the talent within his team. ‘Generally you’re limited in your ability to promote lawyers within a company unless you’ve got high staff turnover. With a stable team, the capacity to promote and add to somebody’s area of responsibility is invariably limited,’ he says. Ivens should know – he joined Marks and Spencer as a solicitor in 1985 and became head of legal in 1989, making him one of the longest-serving legal heads.

Learning and development therefore becomes very important, and Ivens says part of any general counsel’s job now is spotting opportunities and seeing that a lawyer can offer something another professional cannot.

Helping the company meet its sustainability targets has provided a big opportunity for Ivens and his team to contribute outside their legal roles recently. Senior lawyer Heather MacRae sits on the company’s sustainability policy board committee, chaired by chief executive Marc Bolland, while the real estate team now assists the property development team in construction planning to help the company install solar panels on its properties.


Robert Blok: Group legal director, Virgin Management

Team headcount: Four (UK)

Law firms used: Allen & Overy, Bird & Bird, Bond Dickinson, Burges Salmon, Dentons, Harbottle & Lewis, Herbert Smith Freehills, Macfarlanes

With a portfolio of more than 400 businesses worldwide offering everything from mobile phone services to commercial space travel, the Virgin Group is a challenging organisation to co-ordinate. For Robert Blok, group legal director of Virgin Management, which supports the Branson family’s investments and helps protect the brand identity of the various Virgin businesses, the bigger challenge is keeping up with the owner’s vision for how the company should operate. ‘You need to be flexible and light on your feet to work with Richard Branson,’ he says. ‘He has a lot of big ideas and we have to find ways of implementing them.’

‘You need to be light on your feet to work with Richard Branson.’

One such notion has been the company’s unlimited holiday policy. ‘It’s obviously very much a Richard Branson idea,’ says Blok. ‘It’s about treating people as adults who can manage holiday entitlements within the team while making sure the team is able to work properly. It’s a great idea but it’s challenging to make it work from a legal perspective and still deal with people’s contractual rights.’

Protecting the identity of the Virgin brand on behalf of the businesses that make up the group, most of which operate under licence and are not directly owned by the company itself, is another key challenge that falls to Blok. Although his role is primarily as a go-between helping to communicate the Branson strategy to Virgin businesses, he takes a hands-on role in the group’s larger transactions. Last year he led on helping to bring South African investor Brait into Virgin Active in a £682m deal, and in 2014 he oversaw Virgin Money’s IPO on the London Stock Exchange.


Martin Bowen: Head of legal, Dyson

Team headcount: 47

Law firms used: Drinker Biddle & Reath, Gowling WLG, Kirkland & Ellis, Osborne Clarke

Over the past two years Dyson has experienced growth of around 20% a year, primarily driven by new product categories it has pioneered. To deal with the legal challenges this growth throws up, Martin Bowen has had to introduce some new ideas of his own, allocating lawyers to new product categories so they can sit in on meetings while ideas are still at the concept stage. This allows his team to gain a more rounded view on market risks and opportunities while ensuring legal rigour is built into the process early on.

This means Bowen’s team takes up the roles of interpreters and mediators, translating terms and assumptions between engineers, designers and commercial teams.

‘There is a ripple effect of having legal involved at an early stage and it removes a lot of problems later on,’ says Bowen, who has been with the company’s legal team since 1998 and has been head of legal since 2009. ‘We are weeding out errors and misunderstandings at the early stage and then sending that out to other areas.’

Much of Dyson’s recent growth has been in Asia, which makes early involvement of the legal team all the more important. ‘Our focus is on making different and better products, and that means comparing them with other products on a global basis. Legal information on risk factors and safety standards needs to be present from [the] beginning. If lawyers are involved at an early stage, we can contact the legal team in Japan and ask how certain product features will be perceived, whether we can sell it on this basis in that market, whether there any legal problems if we do it this way. It really means we can do our theorising at the same time as the engineering department. Legal can help shape the process and not just respond to it.’

Lawyers from the in-house team are now training Dyson’s engineers, helping them to approach product design from a legally-aware standpoint. ‘Speedy collaboration is absolutely vital to what we do as a company and as a legal team,’ says Bowen. ‘We still have to be able to measure what we do and how we do it, we still have to offer all of the core skillsets and legal advice, but at the same time we’re adding value to the business all the time. Lawyers tend to play the same tactic of setting a wholly negative tone, but if you just become the droning voice of negativity people switch off. Lawyers consistently underplay opportunities and overplay risks. I have made it our policy not to do that.’


‘The rare combination of searing intelligence and immense pragmatism.’

Clare Wardle: General counsel, Kingfisher

Team headcount: 150

Law firms used: Bird & Bird, Freshfields Bruckhaus Deringer, Hogan Lovells

Clare Wardle ‘offers the rare combination of searing intelligence and immense pragmatism,’ says one private practitioner, which enables her to make a ‘very valuable contribution to the business and navigate the change necessary to unlock the real potential of the Kingfisher group’.

Wardle has a long and varied career. Called to the Bar in 1984, she moved to Lovells in 1986 for ten years. Her first stint in-house was at the Post Office, where she served as head of legal before working as general counsel (GC) and company secretary at Tube Lines. She joined British retailer Kingfisher in 2010 as group legal director and took over as group GC in 2012, where she became responsible for risk, legal and governance matters.

The retailer, which owns the B&Q DIY chain, operates a lean legal team of three lawyers under Wardle’s leadership, preferring to retain day-to-day work in-house and only outsource specialist mandates to firms. Magic Circle advisers, including Freshfields Bruckhaus Deringer, are called upon as ‘board advisers’, according to Wardle, while mid-tier firms are instructed for issues relating to personal injury and employment work.

Operating across 12 countries, Wardle says a key challenge for the retail sector has been grappling with significant change, particularly ‘omni-channel retailing’ – with customers now shopping online, by telephone and in store. ‘It brings many issues, including data protection, cross-border applications, and integrating processes you’ve written for one channel that can be used across the piece. It’s about getting the contractual matrix right.’

It was announced in September 2015 that Kingfisher is expected to open 200 Screwfix outlets and close one-in-six B&Q stores as the company restructures itself to reflect changing DIY habits. Wardle will additionally carry out a major review of the company’s external legal adviser panel this September.

Wardle says the best experience she has had comes from working with great people and her style reflects what she learned from one mentor, former Kingfisher chief executive Ian Cheshire, now chair of Debenhams. ‘He taught me about never losing your temper. When I was first in the boardroom, they said I wasn’t effective enough at presenting my reports. Ian said: “Look Clare, put your head up and don’t sit to one side.”’

She adds that a key feature of an effective GC is understanding the purpose of your role. ‘We are not the marketing director or commercial – our job isn’t to make a splash. It’s to make a business function well, even on [the] more external-facing side. You are the conscience of the company, not the face of it. You can get anyone to do anything if you’re prepared to face the consequences and you’re prepared to give away the credit.’


Ritva Sotamaa: Chief legal officer, Unilever

Team headcount: 500

Law firms used: Baker & McKenzie, Cravath, Swaine & Moore, Mayer Brown, Olswang, Slaughter and May

Overseeing the legal function of a company the size of Unilever introduces a number of unique challenges. Ritva Sotamaa, chief legal officer at the Anglo-Dutch FMCG giant, has ultimate responsibility for the legal issues stemming from the hundreds of Unilever products used by around two billion people each day. With over half the company’s turnover generated in emerging markets and a presence in around 200 jurisdictions, keeping a broad overview of risks affecting the business is essential.

When Sotamaa joined Unilever in 2013 she outlined a vision of making the legal team world class. An important element to this was helping Unilever’s lawyers understand how large and complex the organisation is, leading Sotamaa and her global legal operations director, Saswata Mukherjee, to launch an ‘academy’. At the academy, Unilever’s lawyers are trained in a range of business and management skills while learning about the issues the company faces.

In the same year that Sotamaa was appointed chief legal officer, Unilever announced plans to double its turnover while halving its environmental impact. Accordingly, the academy also provides training on ethical initiatives, helping the legal team, which houses Unilever’s business integrity function, to find opportunities for development beyond the law.

Over recent months, the legal team has developed a new IT strategy to help with this process and has added new contract management software to its systems. The legal team has also undertaken a substantive panel review recently, with 16 international firms added to the global panel following a six-month selection process that began in 2014.

Prior to taking up her role as chief legal officer at Unilever, Sotamaa spent the bulk of her in-house career in healthcare, with previous positions as global general counsel (GC) at Siemens Healthcare, GC at GE Healthcare and legal counsel at Finnish-listed medical instrument manufacturer Instrumentarium.


Nigel Paterson: General counsel and company secretary, Dixons Carphone

Team headcount: 18

Law firms used: DLA Piper, Linklaters, Osborne Clarke

In April 2015 Nigel Paterson replaced the interim joint-general counsel (GC) team of Helen Grantham and Tim Morris, who had previously occupied the top legal positions at Dixons and Carphone Warehouse respectively after the two companies merged in 2014. The merger combines PC World, Currys and Carphone Warehouse stores, as well as various subsidiaries in Greece and the Nordics under a single company.

The success of the deal has come as a surprise to the market. ‘People were sceptical at the time,’ says Paterson. ‘There were headlines comparing it to two drunks propping up the bar, but our share price is one of best-performing stocks in the FTSE. We’ve been busted by the same winds as everyone else but we’ve disproved the doubters.’

The company has also made its first big move outside the UK. Following a pilot in the US, it has entered into a joint venture with Sprint, which will see it provide support to 500 Sprint stores.

Although the logistical and business integration of the two companies was well underway when Paterson joined, the integration of legal teams was proving more difficult and Paterson was brought in to meld the functions as an outsider not imbued with the culture of either side.

One partner who observed the process says Paterson has ‘done a fantastic job of managing a very difficult integration. Dixons and Carphone Warehouse were two very different businesses with two very different corporate cultures and approaches. The legal teams were almost diametrically opposed in their view of how to do things and having someone neutral come in and deal with the fallout and cultural aspects of the integration process was absolutely essential.’

Prior to his move to Dixons Carphone, Paterson was GC and manager of the governance and compliance at BT Consumer Legal and had been with the company since 2000. He trained at Linklaters and had previously served as legal counsel at ExxonMobil International.


Siobhan Moriarty: Global general counsel, Diageo

Team headcount: 140

Law firms used: Addleshaw Goddard, Pinsent Masons, Slaughter and May

Diageo’s Siobhan Moriarty has made a name for herself in the in-house community, both as an outstanding practitioner and a champion of gender diversity in executive roles. Currently half of the senior legal roles globally are held by women. Moriarty, alongside Diageo’s chief executive Ivan Menezes, is also a joint sponsor of the company’s diversity initiative and is actively involved in the inclusion agenda of the company’s Indian business.

Moriarty, who sits on Diageo’s executive committee, is cited for her leadership of the legal function across Europe, a role she stepped into in 2013 following her predecessor Tim Proctor’s retirement after 13 years as GC. She oversees a 140-strong legal team that deals with issues spanning M&A, intellectual property and antitrust work on an international scale.

Additional responsibilities include her leadership of Diageo’s ‘authenticity’ programme, which bids to drive better business performance through client relationships. And where in-house legal is often burdened with justifying its cost, the team has faced a turbulent period with three consecutive years of falling organic sales due to the company’s heavy investment in once-booming emerging markets that brought about a global internal restructuring.

Initially keen to forge a career at the Bar in Ireland, Moriarty instead pursued a career as a solicitor and spent seven years at Clifford Chance (CC). During her time at CC, she completed a secondment handling commercial work for a leading bank before moving to Guinness, which at the time was heavily immersed in merger negotiations with Grand Metropolitan, a deal which became the largest corporate merger on the London Stock Exchange and created Diageo.

This year sees Moriarty tasked with helping execute deals for Diageo’s growing business portfolio. Diageo is expected to approach Brown-Forman, the owner of the Jack Daniel’s and Southern Comfort brands, which is tipped as one of the next big takeover targets in the drinks industry.

Moriarty says the best training she ever received was the company’s leadership programme, a ten-month assignment to help employees identify their position with the ambition of the organisation. She says: ‘If people are connected you get a lot more discretionary effort and an exponential impact on performance. It means you’re getting the same challenges from a strategic and thoughtful perspective.’


Perspectives: Robert Ivens, head of legal, Marks and Spencer

What are the biggest challenges facing Marks and Spencer today?

Litigation and risk analysis and what steps you can take to stop it is the ongoing thing we’re looking at. There’s the old cliché about making legal teams appear as something other than a cost, but it’s something that I see big developments in when I look at the in-house space. If you look at the legal and regulatory environment you can see some interesting opportunities to examine claims and put together a business case for pursuing them. It’s a cost/benefit analysis.

Companies on the continent like Deutsche Bahn and Metro do this particularly well. For example, you look at follow-on damages for cartel cases – where you’ve overcharged customers – you look at the range of activities you were engaged in and ask to what extent you can recover claims under a more liberal regime. It’s important to do that as in-house lawyers because it allows us to come to the table and say we’re trying to make money.

What are other initiatives on your agenda?

We’re helping people to develop their skills into non-legal channels and I suspect that will be the case for years to come. We’ve got 30 people in the legal team, so our capacity to promote and add to somebody’s area of responsibility is limited.

For Generation Y there is a big career path, and as GC you have to try to address that. What can we do to encourage staff to bed in when we can’t just throw money at them or promote them? Learning and development are very important, and the question for us is what can we offer our lawyers internally that goes beyond the day job? We’ve got a learning and development tsar who looks at what we can leverage, internally and externally from firms. We also try to give people other skills – financial skills, negotiation skills – and a development plan for each lawyer.

‘This allows us to come to the table and say we’re trying to make money.’

What have been the main contributions the legal team has made to the company?

We’ve been part of getting M&S back in Europe. We’re in Paris, we’ve got a toehold in Belgium, and in Holland, as well as stores in Greece and Eastern Europe. So we’ve been going into all of these places and looking at the contractual side, the regulatory side, how to provide services to stores in central Paris and so on. The upshot is we’ve got some really good systems in place to do that now, so if we go into Spain we have an established model of how to approach it and knowledge embedded in legal that can help the company.

If we were going into a new territory we could use that knowledge, even for something as basic as contracts for supply of logistics. We would know the risk points and clauses already. All of the services agreements needed to open a store in a new territory are familiar to us now so the cost comes down each time. That’s a great example of how having a stable legal department can become a cost-saver over time and add value to a business.

What have been the big changes in the retail sector?

If I look back over the last three years and project forward then one growth area is sustainability. Every retailer will have its own sustainability policy now and it will periodically review to say that was planned on target.

What’s the one thing GCs typically get wrong?

The biggest danger is divorcing yourself from the organisation. It’s very easy to come up with the safe option on risk but you have to understand what the company wants to achieve to know what the appropriate risk assessment is. Being a proper lawyer and aligning yourself with [the] company’s interest is the biggest challenge any GC will face, but it’s also the essence of the job.


John Davidson: General counsel and corporate affairs director, SABMiller

Team headcount: 35

Law firms used: Allen & Overy, Cleary Gottlieb Steen & Hamilton, Herbert Smith Freehills, Hogan Lovells, Linklaters

The world’ second-largest brewer by revenue, London-listed SABMiller has come a long way since its foundation as South African Breweries in 1985 and, with Anheuser-Busch InBev’s pending £71bn takeover bid, it is set to enter a new phase in its development. Overseeing the legal operations of this brewing giant is John Davidson and his team of highly experienced corporate finance lawyers. Davidson is chiefly recognised for his achievements in building and managing one of the leading teams in the industry and for his work on a number of outstanding deals, not least the ongoing AB InBev transaction.

A highly-regarded corporate partner at Lovells for 15 years before joining SABMiller in 2006, Davidson is widely recognised as a standout individual by firms, and leads a well-regarded team containing lawyers such as 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). Hogan Lovells 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.’

‘John Davidson is very well-liked,’ says Addleshaw Goddard partner Andrew Rosling. Davidson is also praised for his close work with business teams and his ability to handle extremely complex transactions.


Keith Hubber: General counsel and company secretary, John Lewis Partnership

Team headcount: 16

Law firms used: Burges Salmon, Dentons, Eversheds, Slaughter and May

Handling legal affairs at one of Britain’s largest retailers is no easy task. John Lewis Partnership, which owns retail chain John Lewis and supermarket chain Waitrose, employs over 90,000 people in the UK but is overseen by a team of just 16 full-time lawyers. Keith Hubber is responsible for all legal matters, including corporate governance and compliance at the two entities.

Hubber joined John Lewis as general counsel (GC) in February 2015, replacing interim director of legal services Alan Buchanan, who had taken on the role following the decision of company secretary and director of legal services Margaret Casely-Hayford to focus on her charity work at ActionAid UK in 2014.

Prior to joining John Lewis, Hubber was deputy GC at BG Group. He served as an officer in the Royal Navy before moving to Taylor Joynson Garrett in 1990.

Although Hubber has only been in the job for a short time he has already taken some important steps in making his mark on the legal team. Five months into the role he had reviewed and subsequently revised the team’s structure, dividing it into practice areas and moving lawyers closer to the various businesses within the partnership. He has since moved on to explore new ways of encouraging the legal team to interact with business by arranging on-site visits and getting them involved in wider business meetings.

Hubber’s other big contribution has been to complete a law firm panel review. Reflecting John Lewis’ slogan, ‘never knowingly undersold’, he has shed several providers to leave the legal team with a more competitive core of four regular firms that handle volume work and provide Hubber and his team with secondees.


Alistair Asher: General counsel, The Co-operative Group

Team headcount: 40

Law firms used: Addleshaw Goddard, Allen & Overy, Pinsent Masons, Weightmans

Having spent 34 years at Allen & Overy (A&O), veteran corporate partner Alistair Asher took just two days to clear his desk and inform clients he was taking on the general counsel (GC) role at The Co-operative Group in June 2013.

He first came into contact with the Co-op in spring 2013 after his A&O colleague Richard Slynn, Co-op’s relationship partner, asked that Asher have a look at the work he was doing on the group’s banking division. The team discovered a £1.5bn capital shortfall in the bank’s balance sheet and within weeks its former chief executive Euan Sutherland wanted Asher on his team as group GC and as a member of the society’s management executive committee. Asher took responsibility for a wide range of business activities, including the company secretary department and the 20% shareholding that the group held in the bank, since sold back to majority shareholder Unity Trust Bank in January giving the bank independence from the group.

Asher’s role at the Co-op has been one of saving the bank and working on a new strategy for the organisation going forward, including changing the corporate governance structure and establishing a new member council and a new board and executive.

In early March 2016 the group confirmed it is set to invest £75m into over 200 of its private-label lines, bringing annualised investment from the retailer to over £200m by the end of 2016.

Asher additionally oversees NOMA, a major property development project, in a joint venture with Hermes Real Estate, which features the redevelopment of 20 acres in the site around the Co-op’s headquarters in Manchester – an office, retail and residential development that has the backing of Manchester City Council. He also sits on the board of The Co-operative Insurance, which is still 100% owned by the group, and is chair of the board of The Co-operative Legal Services, the group’s legal services arm set up in 2006, which is split between London and Bristol.

Asher has support from a department of 40 lawyers, as well as the Co-op’s head of legal, Jim Tully, who was tasked with carrying out an informal review of the group’s panel firms last summer.


Paul Lister: Director of legal services and company secretary, Associated British Foods

Team headcount: 45

Law firms used: Allen & Overy, Herbert Smith Freehills, King & Wood Mallesons

Associated British Foods (ABF) has faced some public setbacks in recent years, but longstanding legal chief Paul Lister is praised for keeping the group’s reputation intact.

As the parent company of discount clothes chain Primark, ABF was forced to seek redress for reputational damage in 2011 after a BBC Panorama programme made allegations that Primark has used child labour in India. Lister spent three years working to repair the damage, including five court appeals, before the BBC was subsequently required to apologise and admit that a 45-second clip should not have been broadcast.

Further controversy was to follow Primark in 2013, when the Bangladesh-based Rana Plaza building collapsed due to a structural failure, killing an estimated 1,130 people. Lister took the lead on ensuring food and short-term compensation was given to all individuals in the building, not just those working for Primark, and further established a long-term compensation scheme for people working in the ABF supply chain.

He says: ‘How would I even have distinguished 600 people from 3,000 in the building? Tell someone you can’t have any money? You can label yourself as a GC and look at the law, but what’s the right thing to do? That’s right for the business too because you’re protecting the business as well.’

Dealing with such high-impact situations has made Lister one of the most highly-regarded GCs in the retail arena. Comments one admiring partner: ‘An incredibly charismatic guy who is in tune with the business. Sometimes you don’t notice that he is a lawyer because he is so in the thick of the business discussion.’ Another comments: ‘Paul knows everything about that business and is part of the decision-making, just not at a legal level; he has become crucial to its operations.’

Starting out as an articled clerk at Theodore Goddard in 1986, Lister moved in-house as a corporate lawyer at Guinness in 1994 before joining ABF in 2001. He runs a 45-strong lawyer team that makes a concerted effort to reduce costs, including in 2014 carrying out an analysis of the department’s spend to establish where savings are best made.


Adrian Morris: General counsel, Tesco

Team headcount: 220

Law firms used: Allen & Overy, Berwin Leighton Paisner, Freshfields Bruckhaus Deringer, Hill Dickinson, Squire Patton Boggs

Tesco has faced its fair share of controversy in the last two years but Adrian Morris is widely credited with helping to lead the retail giant’s fight back.

In 2014, the supermarket group, led by chief executive Dave Lewis, suspended four of its senior executives in response to an overestimation of its first-half profits by around £250m.

The overstatement was first discovered when a whistleblower alerted Morris on a Friday afternoon. Morris informed Lewis, who spent the weekend scrutinising the business. Drafting in Freshfields Bruckhaus Deringer and Deloitte to review the situation, the regulators soon followed, with the Serious Fraud Office and the Financial Conduct Authority announcing their own investigations. A shareholder claim was subsequently issued against Tesco over the estimated £263m black hole in the supermarket’s profits.

One private practice partner sums the situation up: ‘Adrian has been through the mill. He walked in when it was the biggest and best and he’s been fighting wars ever since. He’s also had to deal with the turnover of management. He’s key, because Tesco has such a big profile. He has had to deal with all the overseas sell-offs, deal with the investigations, deal with the change of management. I wouldn’t wish that on anyone but Adrian has steered the ship.’

Morris has since hired Diageo’s M&A counsel David Berry – himself tipped as a name to watch – to lead legal support for the UK and Republic of Ireland business as the company underwent a restructuring of the legal team following the exit of some of its lawyers.

Scandal aside, on the back of the supermarket opening fewer stores, Morris takes a strong view on driving efficiencies where he can and in 2014 streamlined the company’s roster of legal advisers for real estate. The move saw long-time adviser Berwin Leighton Paisner given the bulk of property work across England and Wales.


Sarah Nelson Smith: European legal director, KFC/Yum! Brands

Team headcount: Three (UK)

Law firms used: Burness Paull, Eversheds, Squire Patton Boggs, TLT, Whiting & Purches, Wright Hassall

Sarah Nelson Smith is European legal director at Kentucky Fried Chicken (KFC) and UK, Ireland and Iberia director at Yum! Brands, the Kentucky-based umbrella group that owns KFC, Pizza Hut and Taco Bell. Though the company has over a hundred lawyers globally, Nelson Smith relies on a team of just three lawyers to oversee more than 1,500 stores in the UK. One of her biggest achievements, according to Parmjit Singh, head of diversified industrials at Eversheds, has been to raise the profile of the legal team internally. Nelson Smith was formerly a member of the Pizza Hut management team and is considered an important member of the Yum! global legal team.

Shortly after she joined Yum! as legal counsel in 2011, one of the group’s core businesses, Pizza Hut, was split into restaurant and takeaway arms, calling on Nelson Smith to oversee legal matters relating to the sale of the restaurant division to private equity bidders. A year later she found herself promoted to the position of legal director. Her remit has grown significantly since then and touches on every aspect of business, from advising the company on its commercial strategy to overseeing M&A, dealing with franchisees, protecting IP and managing reputational risk.

In addition to her day-to-day advisory role she is responsible for monitoring and responding to the laws and regulations surrounding the fast food and restaurant industry in their various forms. Last year she met with the UK’s Independent Anti-Slavery Commissioner to discuss how the company could help the Modern Slavery Act 2015 deliver on its objectives.

Since she joined Yum! Brands in 2011, Nelson Smith reduced the number of firms advising the business to a core panel of nine before cutting this back to seven recently. She has also led on new initiatives for the company, including the recent trial of acquiring licences to sell alcohol from a number of Pizza Hut delivery stores. Trained at Freshfields Bruckhaus Deringer, she worked in the international arbitration practice of US firm Baker Botts, specialising in oil and gas disputes, before going in-house.


Nick Grant: General counsel, Sainsbury’s

Team headcount: 28

Law firms used: Addleshaw Goddard, Bond Dickinson, CMS Cameron McKenna, Croner, Dentons, DWF, Gowling WLG, King & Wood Mallesons, Linklaters, TLT, Shepherd and Wedderburn, Winckworth Sherwood

As general counsel (GC) of one of Europe’s largest supermarket chains with over 160,000 staff in the UK, Nick Grant has been among the senior figures helping it to survive in the fiercely competitive retail market. With changing preferences among UK shoppers and the rise of discount rivals, Grant and his team have had to be flexible in their thinking.

In June 2014 Grant helped oversee a joint venture between Sainsbury’s and Danish retailer Dansk Supermarked to bring the Netto brand to the UK high street. Grant and his team have since helped the company file a number of planning applications to open new Netto stores as part of its response to the increased competition. Grant has shown a similar flexibility in his approach to running the legal team’s initiative to split up the legal team and encourage it to interact with business more directly.

In his 11 years as GC at the supermarket chain, Grant has built a reputation for exploring new ideas, but those who have work with him are equally impressed by his ability to focus on the details. Andrew Rosling, a corporate partner at Addleshaw Goddard, describes Grant as a ‘supremely capable lawyer who always gets involved in the ins and outs of a deal while retaining a strong sense of the wider commercial challenges. He is the type of GC who will keep you on your toes by always asking why a matter is being approached in a certain way’.

Before joining Sainsbury’s, Grant was a criminal defence lawyer at Francis Taylor Building. After he was assigned to a case defending the supermarket he took up a six-month secondment with the legal team before joining the company permanently.


Chris Vaughan: General counsel and company secretary, Whitbread

Team headcount: Seven

Law firms used: Bird & Bird, Slaughter and May, Weightmans

Chris Vaughan became general counsel (GC) and company secretary at Whitbread, the UK’s largest hotel, restaurant and coffee shop operator, in September 2015, replacing Simon Barratt who retired from the position after 18 years. Vaughan was previously GC at infrastructure group Balfour Beatty, and has experienced quite a change since moving sectors. ‘I joined Balfour Beatty in 2007 when the company was going through a very significant agenda for acquisitions and, in my final months, was again facing lots of legal and organisational issues. Whitbread is a successful company with a strong team, so it’s a very different type of challenge.’

Vaughan: ‘Legal should always play a role in driving the business forward and the way to do that isn’t always just increasing headcount.’

The main challenge Vaughan has faced at Whitbread has been dealing with rapid growth. Whitbread has trebled in size over the last five years, mainly through investment in properties, and with Costa Coffee now the second-largest chain of coffee shops in the world, the pressure to find new ways of dealing with cross-border legal issues is mounting.

Vaughan works with a small team of seven lawyers worldwide and while he is looking to grow the legal team a little, particularly in Whitbread’s international growth markets, his focus will remain on running a lean operation. It is a philosophy he applies when selecting external advisers.

‘Legal should always play a role in driving the business forward and the way to do that isn’t always just increasing headcount,’ he comments. ‘If we have to constantly find new and more efficient ways of doing things, then our advisers should too. I have a very deep passion for pushing alternative methods of billing and making firms change their ways.’


For further analysis, see: GC Powerlist 2016

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