Legal Business

Deals perspectives: Sylvia Andriessen

In high school I got fascinated by courtrooms, the idea of standing in front of a judge and arguing! I’ve always loved to play with language and debate. I wanted to be in private practice, that was my dream, thinking that I knew what that was, which of course, I didn’t! When you’re so young and idealistic, it was more conceptual, looking for justice, rather than understanding what you really want when you’re 15.

I was raised in the East of Holland and I went to a university 50km away. At the time I wasn’t focused on Amsterdam and Rotterdam, it was more about where my friends went, and the university had a good reputation.

I had done some internships at nearby law firms. One of the senior partners said: ‘Listen, you should go to Amsterdam or Rotterdam, because you’ll be bored in six months’ time.’ At the time I couldn’t understand it. He recommended I find a job in the west of the country. That was at the end of 1988 and the job market was bad. I wrote 40 letters to law firms in the west of the country and waited to see what happened.

I joined a small law firm in Rotterdam and I liked it because there were many young people and it had a nice atmosphere. It was a general law firm but was focused on real estate.

Three years you had to work there as a lawyer and as soon as you finish you can start your own law firm as a qualified lawyer. While I enjoyed working in the law I discovered that what I was doing was not enough. I liked going to court but the cases, especially when you are not very senior, are basically employment law or rental disputes. These were not the things I massively enjoyed!

My first M&A transaction was in 1991. When I joined Unilever, I had never done an M&A transaction. It was just after the fall of the iron wall.

After two years I asked myself whether this was what I wanted to do for the rest of my life. The defining moment was when I met the professor at university whom I had done my final thesis with. He had just become the head of legal for Unilever worldwide. I explained the situation. He said: ‘OK, then you come and work for me.’ I hadn’t finished my three years but he said he needed someone now.

I stayed at Unilever for 17 years. It was the best decision I ever made.

I absolutely loved going in-house! I had already done some interviews at Shell and at the time, your goal was a big law firm or a big company. The Netherlands is small – there was Shell, Unilever, Philips and AKZO. Those were the four companies that were exciting and international. We didn’t have startups that were sexy at the time. Shell had a completely different atmosphere. Unilever is a big corporate but it was dynamic. For me the transition was smooth.

My first M&A transaction was in 1991. When I joined Unilever, I had never done an M&A transaction. It was just after the fall of the iron wall. Most of my colleagues were away buying companies in Eastern Europe.

We had an acquisition in the Netherlands suddenly. I had only been there a few months. The leading shampoo brand was finally for sale, Unilever had been trying to buy it for many years. My boss came to me and said: ‘OK, you’re going to do it because all the others are busy.’ I asked if I could hire an external law firm and he said I had to do it myself! He gave me a pile of precedents; contracts and said: ‘Read this!’

On Saturday morning I had to present myself in the office of the owner, having spent several nights reading through the precedents, bluffing my way through the negotiations. I loved every minute. I immediately loved the dynamic.

Transactions are not always just groundbreaking because of the size, but because of the circumstances. I spent a few months in Paris in the late ‘90s when we were buying a condiments business in France. We did the whole transaction with a very small team. It was complex for various reasons. We also sold our whole chemicals division. I did great transactions in my Unilever days!

The real change was when I moved to private equity. In 2008 Unilever wasn’t in acquiring mode and it was a bit status quo. I still loved the company but then I was asked by two former Unilever directors that I knew from the Netherlands. They had joined the portfolio company that Permira had just bought and they needed a general counsel. It needed to be cleaned up and then they needed to exit.

I promised my husband and two daughters that after that job I would take a year’s sabbatical. When we finally started the sale process I said to Permira: ‘Well, you can’t sell me with the company because I’m going to leave.’ They said, in that case, I could help with the transaction because there wouldn’t be a conflict of interest. I spent most of that year in London, doing that deal.

Permira asked me to stay and do another portfolio exit, so my life sort of happened! I didn’t take the sabbatical in the end, only two weeks off! I had planned to do nothing for a year. Permira said: ‘Well… we have just bought these three companies in France, the UK and Spain. They need to be integrated, and then IPO’d in two years. We need a general counsel for that, head office is in Barcelona…’ I said I couldn’t move to Barcelona because of the children. I only had to be in the office a few days a week. I was curious. It was a completely different ball-game from consumer goods and chemicals at Unilever. The first portfolio company was in animal nutrition, this was online travel which I knew nothing about but I was intrigued. I commuted to and from Barcelona, but I was at home every Monday and Friday. I had never had dinner with my kids in their life, except in the two years when I worked for this portfolio company.

You learn a lot from buyers. We had American parties and they were looking at very different things. It became clear how much American companies value compliance, governance, controlled structures.

I fundamentally believe that there is a phase for many companies where private equity is good. There is such a focus on continual improvement and efficiency. It can be an accelerator of operational excellence.

I got a call from the previous CEO of the portfolio company. – he had become a CEO of an international commodity trading company in Rotterdam and said he needed a general counsel.

The four years I worked there were the most crazy I’ve ever had. It was an $18bn revenue company privately owned by two families. In my first six weeks we sold 40% to the Chinese state. It was an offer the owners could not refuse. The next three years, the company had 60% Argentine-Dutch shareholders. That was interesting! I went to Argentina and Brazil a lot, which I absolutely adore. The business was fascinating. We would buy harbour terminals for the soy beans. I loved the logistics. Origination in South America, shipping to Asia and Europe, origination in the Black Sea, all the legal issues and complexities in the governance. There was an interesting dynamic between the shareholders and the CEO and I were always in the middle. In 2017 the Chinese state took over 100% of the company. Things fundamentally changed and I decided to leave.

I quit without having another job and I was 52.

I was very excited to get a call about the job I’m in now without having any experience in capital markets.It is an amazing new world for me. The Borsa Italiana acquisition was special. It was completely remote. I had never met the sellers or the buyers before we signed. It was somehow easier because there are so many deals where you spend nights or weekends in law firms waiting for the other party to come back with a draft. At least remotely you could send the draft, set your alarm for two hours’ time and get some sleep while they got back to you! It was an amazing experience. The tools helped. Can you imagine not having Teams now?

One of my first all-nighters I discovered there was a difference between men and women. At four o’ clock in the morning my makeup and hair were all over the place. All the men still looked the same as ten hours ago!

Auction processes are always fun. One party leaves through the back door and another comes in – you have to remember what you said to the last one. It can be a bit embarrassing sometimes!

One of my first all-nighters I discovered there was a difference between men and women. At 4am my makeup and hair were all over the place. All the men still looked the same as ten hours ago!

I don’t have many hobbies. I don’t do sports because I’m very bad at them. I used to sing in bands and I still love music. My spare time is mostly with friends and family, eating and drinking. Going out on the boat and travelling.

I’m responsible for ESG in our extended management board for Euronext. It’s important for every company to know what role it can play. I was responsible for ESG in my previous job and that was visible because we had to look at sourcing responsibly and sustainably. I didn’t really know about the concept of sustainable finance. It’s absolutely crucial for us to contribute to the shift in investments to greener assets. Every company needs to take steps now.

You must not be too afraid to take risks. If you’re passionate about something, that’s where you get the energy. I’ve never regretted any step I’ve taken. I love the diversity and learning new things.

Sylvia Andriessen is general counsel at Euronext.

nathalie.tidman@legalease.co.uk

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