Rachel Thompson – Partner and group general counsel, Bridgepoint
Year of qualification: 2007
Clifford Chance, 2005-09
Bridgepoint, 2010-present
It was never really a conscious decision to go in-house; I came on secondment from Clifford Chance two years after qualification, when Bridgepoint had just hired [former Travers Smith private equity head] Charlie Barter as its first GC. It was right back at the start of PE houses getting more sophisticated in terms of their in-house legal functions.
For me, it was the pull of in-house, not the push of private practice. It was an opportunity to come in with a new GC and really build something. I feel really lucky to have been in the right place at the right time.
Nowadays it’s a completely different job to the one that I started as a transactional lawyer. I was sitting with the deal team, shadowing them and supporting transactions, but that’s only 5% of my time now. Now, it’s mostly management topics – fundraisings, strategic projects, compliance, regulation – there’s a bit of everything needed in your skillset. We have a team working on transactions and things will only get elevated to me if they’re more complicated or sensitive.
In our internal team, we now have three transactional lawyers (one credit and two private equity), one lawyer dedicated to funds and one dedicated to management work, overseen by two senior lawyers and then me in the UK. We also have three compliance professionals and one junior cosec, as well as five secondees from firms (in total 12 plus secondees in London). We also have some lawyers in Luxembourg. Our credit lawyer has been here for about one and a half years – it’s a relatively new role and it’s very important… it’s very different to PE because for credit, external counsel is dictated by borrowing counsel.
I enjoy being seen as a trusted adviser to colleagues across the business, and it’s incredibly important to me that people feel happy to come and talk to our team. Collectively, we’ve always been seen as business partners rather than deal prevention, which is what you hear some people struggling with elsewhere.
As PE houses expand into other strategies, the role has to become more fluid and flexible – you need people with the skillset to integrate business and spot risks. It’s a much more senior position, where you have to have a team behind you doing the day-to-day work now. You’re more of a business partner than pure GC – I’d say my time on non-legal matters is the same as my time on legal. It means that we’re looking for the same smart, driven people as in a law firm, but also very commercial and flexible. You need to be adaptable and pragmatic and know when good is good enough; when you have to just accept what you’ve got, as not everything needs to be 100% perfect. You also need to be a good communicator with the business to have those conversations up front about what the business is trying to achieve.
Historically we’ve always hired M&A lawyers, but if we were to hire again you might now look to hire specialisms rather than generalists. The skillset that PE houses now want for GCs is also different. If you know you’re about to list somewhere, then general corporate and regulation/governance experience is going to be more useful than purely transactional.
To succeed in-house, you have to be happy to pivot to a completely new area every day. You have to be really comfortable being uncomfortable; being able to be honest and say ‘I don’t know yet, but let’s work it through’. There is not a day where you know everything.
I feel really, really fortunate that Bridgepoint has evolved beyond all recognition since I’ve been here and that I’ve been involved in that process. When we set up our credit business, I was working with the head of credit to help form the strategy. And in lockdown, when I was pregnant with my son, I was pulling all-nighters from my spare room on the acquisition of EQT’s credit business. Being able to really supercharge our credit business is one of my major achievements. We’ve transformed as a business and I’ve contributed to that – this also includes infrastructure, which we’ve recently added to the Bridgepoint platform with the closing of the ECP transaction.
