Legal Business

The road to Ottawa – why WLG believes Gowlings can put it on the global map


Wragge Lawrence Graham has nailed its international aspirations to an ambitious tie-up with Canada’s Gowlings… to the bewilderment of peers. Why?

In September 2002, a Legal Business article on Wragge & Co likened the Birmingham giant’s fledging London branch to a troublesome toddler, describing international expansion as ‘just a twinkle in [then senior partner] Quentin Poole’s eye’. Thirteen years on, Wragges has swapped a best friends policy for offices in ten locations, including Paris, Dubai, Munich and Guangzhou, and transformed its London arm through its 2014 union with City practice Lawrence Graham (LG).

But the surprise announcement this summer that Wragge Lawrence Graham & Co (WLG) is set to combine with Canada’s Gowling Lafleur Henderson to create the Global 100 player Gowling WLG is a transformative move for the Midlands-bred institution. Gowling WLG, which launches in January, will be a 1,400-lawyer, full-service practice with offices across 18 cities, including Beijing, Montreal, Moscow, Singapore, Toronto and Vancouver.

To say the combination was met with surprise and head-scratching from peers puts it mildly. The deal has been billed as the launch pad for major international growth and certainly represents the biggest strategic bet ever made by the 181-year-old firm, the strongest UK practice bred outside the City.

While many question WLG’s decision to lash itself to Canada’s competitive, slow-growing legal market, no-one doubts that WLG needed drastic measures if it was to transcend its heritage as a national UK player. Indeed, WLG probably needed more action merely to reposition itself in a fast-changing UK mid-market, even after the credibly handled LG takeover.

Global growth came from a late start. The vast majority of its revenue comes from the UK – £164.9m, compared to £15.5m for its eight international offices. The international strategy of the legacy Wragges and LG had been largely based around creating sector-driven niche offices with Wragges, despite its full-service roots, increasingly focusing on its muscular intellectual property (IP) practice while LG focused on private capital. Although this served as a useful means of expansion, it has left WLG with a lot of building to do in locations such as Munich, Singapore and Guangzhou, which still function largely as boutiques. (The exception for Wragges being the well-regarded Paris operation it launched in 2010 after hiring ten partners from referral partner Lefèvre Pelletier & Associés.)

WLG’s performance as a merged firm for the financial year 2014/15 has been respectable. WLG edged into the top 25 of this year’s Legal Business 100, posting turnover of £180.4m, an increase of 5% over the combined results of both legacy firms for 2013/14.

But profit at the 175-partner firm was down 3%, from £58.7m to £57m, while profit per equity partner (PEP) sits at £381,000 – less than Addleshaw Goddard, Nabarro and Pinsent Masons. And both legacy firms had struggled to sustain momentum in the years preceding the tie-up. In the UK, fee income is still split roughly half between the City and the Midlands, with revenue in Birmingham at £83.1m compared to £81.8m in London.

Poole, now WLG’s head of international projects, says the firm is ready to take the next step: ‘We’ve been carrying our partners on this journey for months – it means that they buy in. It’s like getting an architect to design a house and he says: “Right, here are the plans.” You might not like it. If you participate actively in the design over a nine-month period, you’re going to like it because you have been so involved in it.’

There is little doubt that the LG deal was a positive move for Wragges, which had suffered too much drift during the 2000s after its dramatic rise outside London during the 1990s. In this context, a global combination that sets the stage for launching WLG as a true international player has obvious appeal. But is Gowlings the right way to achieve that?

Trial by sherry: culture clash at WLG?

Claims of cultural differences as well as integration challenges continue for Wragge Lawrence Graham & Co (WLG) more than a year and a half since the firm was formed. Wragges, protective of its progressive, non-hierarchical culture, has not easily gelled with Lawrence Graham (LG)’s more old-fashioned, City ethos.

David Barron, an IP partner who joined Wragges from Bird & Bird and was the first associate the firm had hired to become a partner, recalls what made that old Wragges magic. ‘The welcome was so different to anyone else I had talked to. Everywhere else it was: “what are your numbers?” or “what can you do for us?” Here it was all about me first and then we got onto the business side once we had a rapport. We used to have a thing called trial by sherry for new partners – it wasn’t with sherry – but you did have to meet every partner.’

That culture was always going to be watered down but Wragges had already diluted it somewhat following a move into London and in the years post-Lehman as it sought to become more business-focused.

‘LG was a stuffy old City practice, Wragges is much more informal,’ says one Wragges ex-partner. ‘Sales culture is a big part of Wragges, LG doesn’t have that. It has one or two rainmakers. My impression is that there has been some progress but there [are] still some big nettles to grasp. Some big partners are simply not playing ball.’

LG saw the loss of a couple of high billers – most notably in corporate with the departure of WLG corporate head Geoff Gouriet to Stephenson Harwood in November 2014. However, departures have been minimal for a large merger.

Current heavyweights at WLG include head of real estate Richard Bate. ‘It would be a catastrophe if we lost him,’ says one partner. ‘He is a fantastic partner and is doing a brilliant job of leadership as well.’ Partners Peter Thorne, John Burns and Duncan Murphy also come highly recommended in real estate, while one major client of the firm highly rates Rabinder Chaggar, who ‘does a really good job for us, and is pretty switched on to being a modern partner – looking at the commercial side of things but keeping on top of client service’. Across the firm, veteran Andrew Manning Cox is marked out as a ‘top litigation partner’, while in employment Jane Fielding is described as ‘absolutely fantastic’.

Tellingly, even internal partners do not dispute the differences between Wragges and LG. ‘The culture of Wragges is certainly a very open firm, we are secret-averse,’ says head of IP Gordon Harris. ‘LG were a little more City in their outlook.’

Projects partner Stephen Kenny, who comes from Wragges’ side, adds: ‘It was a merger but we were the larger party and you have to be respectful of that. Culturally were we different? Yes a little bit but not in a way that is creating long-term problems.’

For Hugh Maule, the former LG managing partner who negotiated the deal and is now head of the corporate, finance and private capital practice group at WLG, the cultural gap is most pronounced in corporate, where LG’s AIM and capital markets practice has little crossover with Wragges’ generalist M&A and private equity business, and private client work. In contrast, the two property teams have easily integrated.

He comments: ‘If you look at the way we ran our respective businesses pre-merger, there are quite a lot of differences. If that’s what you call culture then, yes, there were some cultural differences in operational style and generally the way we do things.’

In terms of the integration of both firms – most issues stem from WLG’s More London office, where a mix of open plan and separate offices is said to be symptomatic of the two different cultures, with Wragges traditionally open plan and LG office based.

‘We are hybrid at the moment,’ says Maule. ‘There is a mix of open plan on one of the floors and cellular occupation. This building was built specially for us when we came into it in 2007 and it was all built on the basis of cellular occupation. I am well aware the office in Birmingham is the opposite of that.’

‘Within Four More London, within the same building, you have some people in offices, and even on the same floor some people in open plan,’ adds a former partner. ‘That’s a big source of tension.’

Other outstanding issues post-merger include the fact that in the City the firm is still split between More London and Wragges’ old building in Waterhouse Square, with full integration not scheduled until the end of 2016. There are still 28 salaried partners – a rank the firm intends to ultimately phase out, however there is no deadline for completion (four UK Gowlings partners have already joined the WLG partnership).

Quentin Poole, the long-serving senior partner at Wragge & Co, now head of international projects, is typically effusive: ‘Everybody said it would take two years to integrate finance systems, we have managed to do that in one. In terms of systems and all of that – they are fully integrated. Everybody works together. For example at Waterhouse Square in commercial litigation the LG and Wragges people sit together, and in More London all the Wragges former corporate people are with the LG corporate people. 18 or 19 months in, it is just about all done.’

Teething problems aside – the consensus remains the deal added up and has been more than credibly handled so far.

Local heroes

Wragge & Co traditionally positioned itself as a major commercial player outside of the City.

Tracing its history back to 1834, Wragges had long been one of strongest players in the UK regions at a time when such markets still functioned as substantial self-contained economies. Under long-time senior partner John Crabtree, the firm pushed to a new level of ambition in the 1990s, positioning itself as the Slaughter and May of the regions and demonstrating ambition in its willingness to build a genuinely national platform. Part of that pitch was the distinctive culture: energetic, entrepreneurial and inclusive – long before any credible City firms thought to market on quality of life or creativity, Wragges was a pioneer.

With larger national rivals bogged down in painful post-merger turf wars – including the notoriously bloody union of Wragges’ local rival Pinsent & Co with Leeds’ Simpson Curtis – Wragges was well placed to benefit. Backed by slick marketing, Wragges had brand awareness ahead of any comparable peer by the end of the 1990s. But it faced a fundamental problem. For all the talk of Birmingham first, the nationalisation of the UK legal market and continued rise of London as a global legal hub was draining its home ground of fees and relevance. Wragges had grown too big for England’s second city, even as Birmingham started to decline as a high-end business services hub.

In 1999, the firm’s current head of IP Gordon Harris began merger discussions with niche IP practice Needham & Grant.

‘I wouldn’t say we wasted a decade – but we spent a decade not really knowing what to do.’

Gordon Harris, Wragge Lawrence Graham

‘I went into [John Crabtree’s] office having initiated these discussions with Needham & Grant,’ recalls Harris. ‘I said: “John, you are probably going to throw me out on my backside but I have got this little plan – what do you think?” And he said: “What I ought to do is get down on my knees and thank you. You’ve delivered what I’ve been waiting for.”’

The expansion of Wragges’ already robust IP practice continued smoothly after the acquisition but the wider move into London was problematic. Through the 2000s, Wragges struggled to make real ground in the City. After a failed takeover bid for niche IT firm Tarlo Lyons in 2001, the firm tried to focus its corporate capability in London around private equity, M&A and a small amount of equity capital markets, but real estate continued to expand ahead of its deal team.

Wragges was also dogged by poor recruitment decisions in London. Even during a period when quality control was notoriously lax in the City transfer market, as US law firms applied scattergun recruitment, Wragges in the early 2000s gained a reputation among recruiters for taking on partners many others wouldn’t touch. The once much-vaunted corporate practice on Colmore Row was also dwindling as the local deal market contracted, Wragges focused on other practice areas and its M&A lawyers migrated to London.

Neither was the firm helped by strategic shuffling in the City. The Needham deal had been pitched, not very convincingly, as an IP-only play. Having raised its Birmingham-first model to the level of canon, Wragges would engage in a series of inelegant shifts in its strategy after recruiting Herbert Smith veteran Gerald Bland in 2002 to lead a real estate-driven push into London. IP and property may have gotten in early but the question this left was obvious: what was happening with the strongest corporate team outside of the Square Mile? Wragges was also stung by the loss of three corporate partners to RPC at the end of 2012, including former managing partner Richard Hayward.

‘I wouldn’t say we wasted a decade – but we spent a decade not really knowing what to do,’ admits Harris. ‘From a corporate perspective, it never quite had the oomph, the credibility, the critical mass to make a significant breakthrough. We did okay but we played around the edges until the merger with LG.’

The 2014 Wragges and LG merger undoubtedly gave both firms some impetus, while leading to some cultural and integration issues (see ‘Trial by sherry’, above).

Wragges and LG had first held discussions in 2009, with LG managing partner Hugh Maule and senior partner Andrew Witts on one side, and Wragges’ then managing partner Ian Metcalfe and Poole on the other. The talks were abandoned as the UK moved into deep recession in the wake of the banking crisis.

‘With Northern Rock and Lehman, it was just not feasible,’ recalls Maule, now WLG’s head of corporate, finance and private capital.

Says Poole: ‘Both firms felt frankly that to do a large-scale merger of that kind in that climate was just too high risk.’

A well-executed City merger and some bold international moves have helped WLG regain relevance, but many would say that over recent years Wragges had kicked too many cans down the road.

In the years that followed, Wragges and the 200-lawyer LG talked to other firms – the most notable example being LG’s abortive talks with Field Fisher Waterhouse in 2012. However, nothing substantial materialised and in April 2013, discussions were rekindled.

‘From the LG perspective, they needed to be larger with more impact in the market,’ says Poole. ‘Our problem was that although we had made good progress in London – we got up to 180 people – London had become so dominant in terms of the UK and global markets that if we wanted to become a much more international firm, we needed more scale in London. Both firms would say the merger was very good for them, albeit for rather different reasons.’

For LG, which saw turnover drop to £50.7m in the financial year 2013/14 from a high of £66.6m in 2007/08, there were powerful economic incentives behind the merger as the firm struggled with an expensive lease at Four More London. The firm, despite a solid pedigree and a strong reputation in real estate, private client and funds, was drifting and saddled with hugely expensive offices as the economy wilted. They needed the deal even more than Wragges.

Says one former LG partner: ‘There was an opportunity for LG to become more of a strong London boutique or a specialist along the lines of a Travers Smith. The concern of a lot of people was that we were drifting. The firm had taken a lease on that gorgeous building, which the firm hadn’t expanded significantly to fill. The building to some extent drove the strategy.’

‘The firm we felt the most affinity with and thought would be the best merger partner for us of any we had seen was LG,’ says Poole. ‘So we picked up the phone and asked how they felt about talking again. They said that inevitably there were a few scars and broken bones from parting last time, to which I said: “Yes, on our side too – but what about it?” So we thought, “why not?” and got stuck into it.’

There was a considerable cultural gap between the traditionalist LG and the more progressive Wragges, but the larger firm’s increasingly powerful property practice was in favour of the union – the deal was not hard to push through this time, with both firms backing it in a vote in December 2013. There was some surprise that the LG brand remained prominent post-merger, but it was obviously a takeover by Wragges, the larger firm generating over £120m in revenue and bringing almost 500 lawyers to the union.

It was a necessary step forward.

Call me Dave

WLG’s current chief executive, David Fennell, took charge in April 2014 and, just over a year and a half into the role, was to oversee the bedding down of one merger and finalise the agreement for the much larger combination with Gowlings.

Fennell led Wragges’ projects team for six years prior to taking over as chief executive, having joined the firm from Herbert Smith in 1996. His leadership style is described as consultative, with Fennell campaigning as a voice of the partnership after a period of robust leadership under Metcalfe.

Says Harris: ‘David is a leader but manages very skilfully to bring other people on board with him. We all spotted him some time out as a potential leader. There is something about his nature, he is very easy to get along with – calm, relaxed and very organised.’

IP partner David Barron adds: ‘David is definitely the right choice. He balances some very strongly held and sometimes very different views and is able to reach an accommodation. [But] he is more directive than previous leaders. And the partnership has called for that – for there to be some more direction and for us to cede some authority to management so they can get things done.’

Internally, while some partners concede that Fennell is less charismatic than Crabtree or the raconteurish Poole, there is a consensus among the partnership that he delivers the operational goods. In contrast, views on his predecessor Metcalfe – whose driving style was a major force in getting the discussions with LG underway and who is now a non-executive director of the Rugby Football Union, and a non-executive director of Mercia Technologies – are more mixed.

‘Ian was a nightmare,’ says one partner. ‘I didn’t get on with him at all. He was never happy unless he had a spreadsheet in front of him and was the first person to find a reason not to do something. He was very different to any other management figure before or right back to the great Sir Patrick Lawrence, who was our senior partner in the 1980s.’

Others are more diplomatic. According to one former partner, Metcalfe did a great deal to modernise the firm and get it in shape for the merger with LG. ‘He was elected because people thought he would be really tough. He should get a lot of credit for developments over recent years.’

Flair could have its drawbacks anyway. Poole had people skills and was astute with the partners but had a tendency to improvise on strategy, leading to some inconsistent messages in the years after Crabtree departed.

It is, of course, still early days for Fennell compared with previous management heads. Wragges has a history of long-serving leaders who have left their mark. Metcalfe served two terms and a total of eight years at the helm, while Poole has been in management for two decades, taking over as managing partner in 1995 and elected senior partner in 2003.

Wragges partners still speak fondly of Crabtree, who left the firm in 2004, and is cited by most as the architect of the firm’s dramatic reinvention through the 1990s. ‘John was a phenomenal visionary in the way he led the firm through the transition from being a Birmingham giant to a massive national player,’ says projects partner Stephen Kenny.

Adds Barron: ‘[Crabtree] would get into a lift with a bunch of people and they would come out glowing with pride that they were working here. It is once in a blue moon you get people like that.’

In January 2016, less than halfway into his first term as chief executive, Fennell will take his place on Gowling WLG’s new global governance board alongside Gowlings’ new chief executive and chair Peter Lukasiewicz, and his predecessor Scott Jolliffe.

‘I was in awe’

As odd as the timing seems, WLG chose the moment that it was gearing up for its official launch and the handover to its new chief executive in the spring of 2014 to kick off what proved the biggest move in its history. The UK firm was engaged in a strategic review, as was an old referral partner, Gowlings.

Witts recalls: ‘We had a strategy endorsed by the partnership around Christmas [2014]. The main headline was “international sector-focused law firm”. We knew that we would need to create a combination that would go some way to achieving that.’

Gowlings and Wragges had first worked together during the 1980s on corporate finance matters but it was in the early 1990s when the relationship deepened, largely focused on IP.

Wragges and Gowlings had even loosely engaged in dialogue preceding the LG merger, with Charles Bond, one of the four Gowlings London partners to join WLG over August and September, contending that the addition of LG brought an added bonus to the combination.

Says Bond: ‘When the initial combination with Wragges alone was floated, Wragges was a very strong firm, had a lot of FTSE 250-type corporate clients, had a great IP practice. But one of the reservations was that its London presence wasn’t as strong as it could be. So when the LG merger news broke, everyone saw that as a very good thing for the future combination.’

Jolliffe recalls a ‘deep friendship on the IP side’ when Gordon Harris made that early 1990s trip to Ottawa. ‘I remember being very impressed with the cases they were handling.’ The feeling was certainly mutual with Harris recalling being ‘really in awe of their IP practice’. Harris continues: ‘I’d only been a partner for a year and I was dreaming my dreams about building a practice. I went around Gowlings’ offices and it was an extraordinary lesson

‘We’ve been carrying our partners on this journey for months – it means that they buy in.’

Quentin Poole, Wragge Lawrence Graham

in what can be achieved… items from every big, famous brand in the world. I just looked at it and thought: “This is my dream to have a practice of this nature.”’

Gowlings was also no stranger to consolidation. The Ottawa-bred firm, which was founded as Henderson & McVeity in 1887, moved into Toronto in the 1980s before embarking on nine mergers between the mid-1990s and 2001 to create the 700-lawyer, full-service outfit it is today across all the major national markets. In the Canadian market, the firm is the third largest in size, with key practice areas, including healthcare litigation, where it has the top practice in Canada, and IP.

Nevertheless, it is classed as just outside the so-called ‘Seven Sisters’ – a grouping of leading, full-service commercial law firms based in Toronto. Although Gowlings receives high rankings in The Legal 500 for IP, environment and public procurement – in corporate and finance it is mid-market, handling deals up to $500m.

Having gone national, Gowlings was amid a period of reflection as foreign firms rapidly moved into Canada.

The deal had other elements to commend it. Both firms were essentially quality mid-market players, with a broadly comparable sector focus in manufacturing, energy and industrials and bred outside the dominant finance centre of their respective markets. Both were upwardly mobile without being ruthless and by all accounts share considerable cultural common ground. And neither was happy about being taken over, which a US deal would have likely entailed.

Says Jolliffe: ‘Both firms were looking carefully at the legal market and felt we were not immune from the important changes happening in law driven by the globalisation of our clients. We both looked at different opportunities. Neither of us were particularly interested in becoming part of someone else’s operation or enterprise.’

As has been noted, the deal is probably the first major union sealed on the back of IP, from which Gowlings derives 20% of its revenues, against 10% at WLG. In total, the combination creates a practice with more than £400m in revenues, with over £200m coming from the Canadian firm.

While there was less obviously in it for WLG’s dominant real estate practice – which generates 30% of its revenues, or its private client business – the LG merger had been such an obvious property play, the mood by all accounts was that the team should not stand in the way. On paper, the deal may look like a Norton Rose-style industry play but in discussion with partners, this seems a secondary consideration behind the strategic issues facing both firms and perceived common ground among the partners.

Jolliffe sums up the mood: ‘My view has always been that culture trumps strategy in the long term. Both firms are great places to work and really believe in the people-first culture.’

The talks were initially led by Fennell, Poole and Witts from the UK side as well as director Jenny Hardy, with Jolliffe, Lukasiewicz and partner Lorne Segal representing Gowlings. It was rapidly widened out in the summer of 2014 to practice heads to develop at a team level. Says Jolliffe: ‘We literally had about 100 partners exchanging views about what they did and to get their views on if this made sense.’

However, the Gowling WLG combination is not a full merger – it will be structured as a company limited by guarantee (CLG), as the model is ‘slightly more flexible’ than a Swiss Verein, according to Fennell.

‘Vereins were not designed with global law firms in mind, so the model has restrictions that make it difficult to use,’ he notes. Effectively, the two firms will share the same name but finances and partnerships will remain independent.

The firms thought substantial differences in national taxation and Gowlings’ cash accounting would have made immediate integration difficult. The firms called in Linklaters veteran Richard Godden to advise on the CLG model, with PwC deployed on general structuring of the deal. The structure would also allow Gowling WLG to quickly add in more firms.

Without a shared profit pool, financial rewards will be built around incentives, including compensation for shared work and a system that monitors and captures cross-referrals. Both firms operate merit-driven remuneration models; according to Jolliffe there ‘aren’t significant differences between the two’. ‘It’s not what you’d call eat-what-you-kill. We look at overall contribution over a three-year period. That provides a little bit of stickiness going up and down which is important, particularly in the transaction area because some years are great, some not so great.’

WLG operates at a ratio of 5:1 top to bottom of equity, with 28 fixed-share partners. Gowlings operates at a 6:1 ratio. In keeping with the Canadian market, Gowlings has considerably fewer associates to partners than WLG, though 40% of its partners are salaried. The bottom line is that the models broadly match.

‘I went around Gowlings’ offices and it was an extraordinary lesson in what can be achieved… items from every big, famous brand in the world.’
Gordon Harris, Wragge Lawrence Graham

Governance may be more of an issue for the firms, which will need to avoid the obvious danger of existing as two separate firms under the same brand. WLG had in recent years moved to streamline decisions to boost accountability and stop big personalities blocking necessary initiatives, with some success by common consent.

In contrast, the combined governance structure looks complex. Gowling WLG will be governed by a six-strong international board, which will consist of both firms’ chief executives and an additional two representatives from each firm. The Canadian firm’s incoming chief executive and chair Lukasiewicz will take his place alongside long-term leader Jolliffe, who is stepping down from both posts after almost eight years to ‘take a senior role in the growth and development’ of Gowling WLG.

On the WLG side, chief executive Fennell is the only name of the three WLG representatives confirmed so far. A likely addition is Witts, who was reappointed as chair in November after a contested election believed to be against legacy Wragges commercial and projects practice leader and board member Michael Luckman.

‘We’re very ambitious about what we want to achieve with the people agenda. I do want to recapture that and the quality of life brand.’

David Fennell, Wragge Lawrence Graham

The message is that the firms are not ruling out further integration but neither are they committed to it. Such dual-track structures have had mixed records when deployed at larger firms such as Hogan Lovells and DLA Piper.

While some practices and partners in WLG adopted a neutral rather than enthusiastic attitude to the deal, IP had delivered consistently for Wragges and, with a well-executed merger under its belt in LG, the mood was clearly towards backing management, which needed the support of 75% from both sides. In July, the merger was announced.

The North American question

Comparable though the firms’ cultures, finances and practices may be, that still leaves the Canada question on the table. Interviewing half a dozen law firm leaders at peers for this article, it is clear that there remains huge scepticism regarding a major tie-up in the country for a mid-tier UK player.

This comes despite a run of mergers in the country in recent years, including two for Norton Rose Fulbright: the first in 2011 with Ogilvy Renault and the second a year later with Macleod Dixon prior to its combination with US firm Fulbright & Jaworski. SNR Denton entered the market in 2012 through a three-way merger that included Canadian firm Fraser Milner Casgrain, forming Dentons. In March 2015, DLA Piper merged with Vancouver-based Davis. And years before all that, Baker & McKenzie opened its Toronto office in 1962.

WLG partners purport to be mystified to the questions over its new suitor. ‘I love this “why Canada?”’ says Harris. ‘It makes me laugh, because nobody has said that about Ashurst or Herbert Smith going into Australia, which is a much weirder thing to do. The Australian market is 60% of the size of Canada; it doesn’t have a long border with the largest economy in the world. It makes perfect sense.’

Actually, peers frequently question Ashurst and Herbert Smith’s Australian mergers because of similar drawbacks to both markets, despite being G20 economies with important strategic positions in the global economy and energy sectors.

The Canadian legal market is mature, made up of well-established law firms with deep institutional relationships and strong referral networks to the US. It is also in a state of flux.

‘New entrants to the Canadian market like Dentons, DLA and Norton Rose Fulbright have changed the complexion of the market and this has given pause for many law firms in Canada to question the future,’ says Kevin Coon, managing partner of Baker & McKenzie’s Toronto office. ‘We are seeing some consolidation among mid-sized firms, some firms are looking at doubling down on their boutique status. There hasn’t been a lot of consolidation in the market recently, but all of us are waiting for the shoe to drop.’

The combination may be billed as a meeting of equals, but some have expressed concern over the branding. At the least, many feel that phasing out the Wragges name, which still carries considerable weight in the second-largest legal market in the world, smacks of unhappy compromise.

Says one Birmingham rival to Wragges: ‘It is a surprise that Wragges dropped the name. I would have put a lot of money on it being “Wragge Gowling” or something like that.’

One large property client comments: ‘The worry whenever you see a big international combination like this is whether the brain of WLG is going to be more towards Gowlings and therefore we have less influence over the firm as far as client standards are concerned. We have had reassurance from WLG that we are not marginalised by this but certainly we see no upside.’

Looking ahead, management at both WLG and Gowlings are upfront about their ambition for further international growth over the next couple of years.

Says Witts: ‘We want to get on and deliver. We hope to bring in one or two more member firms certainly within the next three to five years.’

Top of the list is Germany, where the firm wants to do a significant tie-up. ‘At the moment we just have a small boutique IP/IT offering in Munich and we want to add significant scale to that – to be full-service, at least the size of Paris,’ says Poole. Other target markets include Asia-Pacific, serving clients with strong interests in Singapore, Hong Kong, Japan and China.

‘Anything is possible,’ says Andrew Dobson, WLG’s head in Singapore. ‘The Gowlings combination offers scale in Asia. There will be a lot going on in the life sciences area – that is specifically helpful. The name has a bigger draw in IP in Asia than Wragges did. Gowlings is strong in South Korea, and it has an operation in Beijing. Gowlings looks to China more than we have.’

Much of the critique among peers has focused on WLG opting for a deal in Canada rather than the far larger US market. However, it is clear that Gowlings’ commitment to US referrals has killed off any short-to-medium-term chance of a US union. As Jolliffe contends, US referrals are ‘a very significant part of the Gowlings balance sheet’, adding: ‘The US/Canada trade relationship is the largest and strongest in the world. Almost $2bn a day of goods and services goes across that border.’

Still, the US issue looks overstated. WLG has also built up a substantial US referral business. The effort, which covers 15 partners and Poole says generates around $20m a year, is based to a considerable extent on not being a direct US competitor.

There was also an understandable feeling in WLG that it would be culturally ill-suited to a US merger, quite apart from the obvious point that its prospects as a UK mid-market player of securing a credible US union were poor at best. Whatever the merits of using a Canadian partner to help provide scale, focusing its global efforts outside the US for the next five years looks a pragmatic option.

It is also hard to argue with the notion of focusing investment in a few key markets such as Germany and Asia, where the firm must want to launch in Hong Kong, rather than spreading itself too thinly.

Ultimately, much of the success of Gowling WLG may come to finding some core ground to galvanise around and help position the firm. One fruitful approach may be for WLG to regain its once-cherished reputation as one of the most progressive law firms. In recent years, a firm that once looked perfectly placed for the age of New Law has been curiously understated in building out new product lines such as Berwin Leighton Paisner’s Lawyers On Demand. Despite having 1,000 staff in Birmingham, WLG has also been low key on its ambitions for low-cost arms even as major City brands like Freshfields Bruckhaus Deringer head for the regions.

Likewise, the quality-of-life message has been blunted via a run of cost cutting under former management, particularly in the wake of the banking crisis.

The firm argues that there will be progress on both fronts, citing Gowlings’ process development team, which is focused on using technology and paralegals to take over routine work handled by associates. Fennell argues the firm is recovering its people credentials, referring to the appointment this year of The Royal Bank of Scotland veteran Chris Oglethorpe as its new head of HR as a key move.

Says Fennell: ‘There is a lot of focus in the business right now about the whole people agenda. We’re very ambitious about what we want to achieve. I do want to recapture that and the quality of life brand.’

Some progress on this front would go a long way. Gowling WLG has plenty of assets but it remains an unusual and wide-ranging beast that has, to a considerable extent, been forged by opportunism rather than over-arching vision. Bringing back some of the old polish around the brand would perhaps help to construct its narrative.

As such, the decision to merge in Canada versus the US looks secondary to whether the combined firm can galvanise as one institution. A well-executed City merger and some bold international moves have helped WLG regain relevance, but many would say that over recent years Wragges had kicked too many cans down the road.

Any hint that the merged firm’s complex structure and determination to emphasise culture and consensus is hampering its ability to set a clear course, won’t mean disaster, it will mean more drift. Perhaps for this firm at this point in time they are the same thing.

Fennell attests that the age of half measures is past, that the firm intends to grab this opportunity for all that it is worth. His conclusion: ‘There is a real sense of momentum and ambition in the firm and we want to build on that.’

It is not a moment to squander. LB

kathryn.mccann@legalease.co.uk

The suitors at a glance:

Wragge Lawrence Graham & Co

Turnover and profitability:

  • Revenue: £180.4m
  • Profits per equity partner: £381,000

Number of partners and lawyers:

  • 175 partners (147 equity partners; 28 non-equity); 704 total fee-earners

Offices:

  • Birmingham, Brussels, Dubai, Guangzhou, London, Monaco, Moscow, Munich, Paris, Singapore

Representative clients:

  • Aston Martin, AstraZeneca, The Crown Estate, GLA/Transport for London, Naftogaz, Sainsbury’s, Sanctuary Housing

Key management figures:

  • Chief executive: David Fennell*
  • Chair: Andrew Witts*
  • Head of international projects: Quentin Poole

Key practice areas, sectors and heads:

  • Commercial, employment, pensions and projects: Michael Luckman*
  • Corporate, finance and private capital: Hugh Maule*
  • Dispute resolution: Davinia Gransbury*
  • Real estate: Richard Bate*
  • Intellectual property: Gordon Harris
  • Automotive: Stuart Young
  • Aerospace, aviation and defence: James Gordon
  • Energy: Derek Goodban
  • Natural Resources: Charles Bond
  • Infrastructure: Stephen Kenny
  • Healthcare: Robert Breedon
  • Life sciences: Patrick Duxbury
  • Retail and leisure: Chris Hunt
  • US sales and technology: Richard Goold and Alex Brodie

Gowlings

Turnover and profitability:

  • 2014 revenue: ‘substantially in excess of C$400m’

Number of partners and lawyers:

  • 410 (256 equity partners; 154 non-equity); 705 total fee-earners

Offices:

  • Beijing, Calgary, Hamilton, London, Montreal, Moscow, Ottawa, Toronto, Vancouver, Waterloo Region

Representative clients:

  • Bell Canada, Encon Insurance, Exxon Mobil Corporation/Imperial Oil, GE Energy, Grafton Asset Management, Novartis, Royal Bank of Canada

Key management figures:

  • Chair and chief executive officer: Scott Jolliffe
  • Chief operating officer: Rob Landry
  • Firm managing partner (external): Peter Lukasiewicz**
  • Firm managing partner (internal): Tina Woodside

Key practice areas, sectors and heads:

  • Competition and antitrust: Ian Macdonald
  • Corporate finance, M&A and capital markets: Michael Herman, Cyndi Laval (group co-leaders)
  • Energy/power generation: Paul Harricks
  • Environmental law: Harry Dahme
  • Financial services and banking: Steve Johnston
  • Insurance defence and professional liability: Mike Adlem
  • Intellectual property: Robert MacDonald Life sciences: Konrad Sechley
  • Litigation and dispute resolution: Mary Thomson
  • Manufacturing: Shelagh Carnegie Natural resources: Stuart Olley (group leader), Daniel Allen (mining group leader), Richard Grant (oil and gas group leader)
  • Projects and infrastructure: Darryl Brown, Ted Betts (group co-leaders)
  • Real estate: Manuel Martins
  • Restructuring and insolvency: Colin Brousson
  • Technology: Alan James

*Member of WLG executive board

**Peter Lukasiewicz is also Gowlings’ chief executive-elect (effective 1 January 2016).