Alice Marsden: Head of legal UK&I, Thomas Cook Group

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Wragge & Co-trained, on qualification Alice Marsden joined Latham & Watkins as an associate before moving to Thomas Cook in January 2014 and becoming UK and Ireland head of legal three months later, just seven years after qualification.

An outsourcing lawyer by training, Marsden now heads a team of ten lawyers, including a number of new recruits, as Thomas Cook further boosts the quality of its UK legal offering.

In her own capacity Marsden supports the IT, HR, risk and marketing teams and has been heavily involved in Thomas Cook’s ongoing IT transformation programme, which will see it move globally onto the same IT infrastructure.

Paul Gilbert, chief executive of LBC Wise Counsel, comments: ‘I have been consulting in-house lawyers for 15 years and over that period I have been very fortunate to see some of the most talented young lawyers this country has. Among a few others who we have worked with, and who have also gone on to do great things, Alice has the temperament, drive and potential to be brilliant.’

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Martin Graham: Senior vice president, Oaktree Capital

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Martin Graham joined Oaktree Capital from Cadwalader, Wickersham & Taft in 2007 as assistant vice president (VP), becoming VP in January 2010 and senior VP in 2014. His role at Oaktree – one of the most influential houses in the alternative investment space – focuses on managing and executing pan-European distressed debt and private equity investments.

Key matters he has worked on include a $650m arbitration against a major international oil company and, in 2014, $1bn of debt fundraising across five different financing instruments for three portfolio companies.

The Freshfields-trained lawyer is commended externally for the volume and complexity of work he handled in 2014 alone, including a $320m senior secured bond by Harkand Finance; a $130m secured loan facility for Harkand Global Holdings backed by export credit support from the Norwegian government; and a €350m secured bond issued by SGD Group.

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Howard Landes: Chief counsel, corporate finance, BG Group

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As BG Group’s chief corporate counsel, reporting to GC Graham Vinter, Howard Landes is the lawyer responsible for BG Group’s M&A and corporate finance matters globally.

Landes joined BG Group from Clifford Chance nine years ago and now regularly provides strategic advice to senior management on the energy giant’s major transactions and related issues. His key recent achievements include leading the legal function in successfully delivering multibillion-dollar securities fundraisings in the US and Europe in 2014, in executing one of Australia’s largest ever infrastructure deals, the $5bn sale by BG Group of its 540km pipeline network QCLNG Pipeline to APA Group.

Landes is described by a partner from Freshfields Bruckhaus Deringer as ‘extremely sophisticated and astutely commercial’. The partner adds: ‘[Howard] operates like a Magic Circle partner and general counsel at the same time. He is very smart, [an] excellent negotiator, understands internal drivers and commands significant respect internally and externally.’

Another City partner comments: ‘Howard has the ability to effortlessly navigate the global landscape of an industry with a multiplicity of challenges. He is available and responsive 24/7 and his knowledge and experience provide confidence to make big-money decisions.’

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Sarah Morton: Managing counsel, global litigation, Europe, Middle East and North Africa, Shell

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Having joined Shell in November 2011 from Debevoise & Plimpton, where she worked with former general counsel (GC) Peter Rees QC, Sarah Morton built the oil giant’s dedicated Europe, Middle East and North Africa (EMENA) litigation team from scratch, transferring four members from within Shell and recruiting the rest externally, to bring the team to 12 lawyers plus paralegals.

Aside from daily supervision of the EMENA team, Morton also sits on the leadership team for Shell’s litigation group, alongside eight other global heads, and is responsible for managing the EMENA region’s budget.

One nomination in support of Morton’s inclusion as a Rising Star says: ‘Considering her current role is the first she has carried out in-house, she has demonstrated real management and business acumen in how she has structured and run the team, creating a genuine sense of team spirit and can-do work ethos.

‘It is striking in our interactions with Sarah’s team, how consistently they approach litigation and the business requirements; no small feat considering the diversity of backgrounds and experience within that team.’

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Sarah Doherty: Legal counsel, Coca-Cola

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Sarah Doherty only completed her training contract at Coca-Cola in February 2012, having previously been a paralegal, but she has been quickly promoted to become the lead lawyer supporting Coca-Cola’s Great Britain and Ireland franchise operations team in London and Dublin.

Doherty’s area of responsibility includes negotiating high-value sponsorship agreements, such as the London Olympics 2012, FIFA World Cup 2014 and sponsorship of the London Eye. Doherty also deals with significant brand and product launches, including the launch in 2014 of SmartWater and Coca-Cola Life.

An intellectual property partner at one top 15 UK law firm comments: ‘Sarah isolates and deals with strategic issues with great skill and does so with a degree of sophistication that belies her experience. In order to handle the sheer volume of tasks she undertakes, she is extremely efficient but always great to work with. A real star.’

Doherty cites her biggest achievements as ‘playing a key role on major Coca-Cola sponsorships and activities such as the London Olympics in 2012, the extremely successful “Share a Coke” campaign and co-branding programmes for Diet Coke with international designers’.

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Jenny Lowe: Senior legal counsel, property and planning, Aggregate Industries

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In January 2012, with five years’ post-qualification experience, Jenny Lowe joined Aggregate Industries from McGrigors, taking on the role of senior counsel for property and planning. Lowe took responsibility for a large property portfolio and managing all property-related transactions, including sales and acquisitions, estate management, litigation, minerals issues, planning, renewable energy and regulatory.

Since joining Aggregate Industries, Lowe has sharply reduced legal spend on property-related matters.

One real estate partner at a top five UK law firm says: ‘The industry that Jenny works within is very male-dominated but she is more than able to enlist the support and respect of her internal clients, which is an absolute must for success. I can recommend Jenny without exception.’

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Land Securities

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  • Group general counsel and company secretary: Adrian de Souza.
  • Team headcount: eight lawyers.

Due to the nature of the industry, in-house real estate teams are traditionally smaller than most, tending to gift significant mandates to their chosen counsel. Group GC Adrian de Souza and his high functioning team at FTSE 100 company Land Securities outsource about 99% of their legal work, typically spending in the region of £15m-£20m externally.

‘The team here know their roles really well,’ comments de Souza. ‘They don’t do external lawyers’ work and they don’t do the business person’s work, but they
act as a seamless conjugate between the two. Every single sale for Land Securities has a bespoke legal agreement attached to it. Legal is right at the heart of our business and a relatively small legal team makes sure the work is done on a consistent and high-quality basis.’

One way in which the team ensures high-quality output is treating external lawyers as an extension of the in-house team, bringing them into the business and familiarising them with its specific model. Alongside this, the team also has an unusual market-shaping programme of identifying and supporting the rising stars in real estate practices across its law firms, safeguarding against a possible shortage of star lawyers in the years to come.

Like many in-house teams, the legal department at Land Securities does not think much of hourly rates, instead taking direct responsibly for driving the efficiency of its panel firms. Head of legal Alex Peeke, says: ‘Conventionally in real estate you are budgeting as a percentage of the transaction amount.’

The team’s highlights over the last year include the acquisition of a controlling stake in the Bluewater shopping centre in Kent – bought from Lend Lease Corporation for just under £700m, as well as the £1bn development of the iconic Walkie Talkie building, together with the Canary Wharf Group, which was 90% let at completion when it opened towards the end of 2014. But the team is arguably at its most effective around Victoria, where Land Securities is currently putting up around £2bn worth of buildings. It also has planning permission for a new residential tower worth over £1bn – the conversion of an office block, which is the tallest building in the area.

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Westfield Shoppingtowns

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  • General counsel: Leon Shelley.
  • Team headcount: 14 lawyers.

Described by the global head of real estate at one top-15 firm as being a ‘hands on, proactive team, close to all the issues with a no-nonsense, commercial, can-do approach’, Westfield’s is a tightly-managed team, with GC Leon Shelley also described as a ‘total star’.>

The legal team undertakes most of the shopping centre giant’s legal work internally. Westfield’s European lawyers, all currently based in London, are embedded within the relevant sectors of the business.

Shelley says: ‘When I arrived ten years ago Westfield spent tens of millions on legal services, but I have built it up so that we have great capability internally and operate a bit like a mini law firm that services all the business.’

With a highly variable external legal spend of around £7m to £10m depending on the level of activity in a given year, the team turns to external law firms for help with tax, litigation, corporate real estate and property work, and in its recent major transactions has used a combination of Freshfields Bruckhaus Deringer, SJ Berwin and Ashurst. Westfield also uses DAC Beachcroft’s regional offices for repeat instructions.

Freshfields recently assisted on a £750m refinancing via a commercial mortgage-backed securitisation, a first for the in-house legal team.

While Westfield’s team is based in London, it is currently hiring a lawyer in Milan, in anticipation of a raft of work on Westfield Milan, which is expected to be the largest shopping centre in Europe.

Other than Shelley, Georgina McManus is singled out for being ‘a knock-it-out-of-the-park, excellent lawyer with a business brain’ and the pair are said to ‘help drive the business forward, they are not just an internal legal team’.

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The Crown Estate

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  • Director of business operations and general counsel: Vivienne King.
  • Team headcount: five lawyers.

The Crown Estate is governed by an Act of Parliament that involves funnelling profits into HM Treasury – totalling around £2bn in the last decade – and currently manages a diverse property business valued at more than £8.6bn. Its well-regarded director of business operations and GC, Vivienne King, is responsible for more than the legal side of the business: she also spends a great deal of her time working on sustainability, public affairs, and health and safety matters.

Hogan Lovells global real estate chief Jackie Newstead says: ‘They know what they want, they know how to get there and they do it in a very nice way. Those are the hallmarks of an outstanding in-house team. That’s one of the advantages that a good in-house team gives you: you can get a sensible, experienced view from the team, which translates into a more intelligent instruction.’

Major deals for the team included the formation of a £320m joint venture vehicle with Oxford Properties to develop two super-prime blocks in St James’s Market and Lower Regent Street in 2013. In April, the sovereign property portfolio made greater efficiencies by halving its rural and coastal and Windsor Estate legal panel from four to two. The move saw Burges Salmon and Bond Dickinson re-appointed, while Clarke Willmott and Thomas Eggar lost out.

Head of legal Rob Booth says displaying a good moral code is an important aspect of the team discipline: ‘The legal team is very closely involved with the government and, therefore, the ethics piece. We play a moral compass role within our organisation. That requires the absolute highest standards of ethics because we’re effectively benchmarking an approach across the organisation.’

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Carillion

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  • Director of legal services and company secretary: Richard Tapp.
  • Team headcount: 19 lawyers in the UK, four in Canada, two in Dubai; 50 staff, including lawyers, in Carillion Advice Services.

Described by one law firm partner as displaying ‘outstanding leadership and encouragement’, construction giant Carillion was one of the earliest adopters of innovative business solutions in the form of its own legal outsourcing arm, Carillion Advice Services (CAS). Carillion diverts the commoditised and quasi-legal portion of all its workload to CAS, which is also now used by its panel law firms to service their own clients’ needs.

In 2013, Slaughter and May announced it had begun offering the services of Newcastle-based CAS to Vodafone, and that arrangement has subsequently been extended to other clients.

CAS has, over the past 18 months, grown from undertaking Carillion’s contract review work across the UK to across the globe. GC Richard Tapp says: ‘Our lawyers love it. It frees them up to do things that are the best use of their time.’

Such a move has ultimately helped the company keep legal costs at the same level they were a decade ago.

Other moves to reduce costs include using external firms in a collaborative network, where firms agree standard forms of documentation for their Carillion work and meet twice a year. Tapp adds: ‘It works best if all the firms are getting work and we keep the network fairly small. I appreciate we are quite demanding so it’s quid pro quo.’ Each year, Carillion asks its network of advisers to identify the legal issues on the horizon that may impact its business.

The standout task for the team during 2014 was undoubtedly the £3bn negotiations over a combination with main rival Balfour Beatty, in which Tapp and his team – which includes Alison Shepley, GC for outsourcing; Jeremy Mutter, GC for construction and Anne Ramsay, GC for projects – played a key part. The deal ultimately fell through after the pair failed to agree terms.

Carillion also entered into a joint venture with ASK Real Estate and Tristan Capital Partners; an £800m landmark partnership with Sunderland City Council to secure regeneration activity within Sunderland and the wider north-east region; and is part of the £550m Aberdeen Roads consortium, previously operating under the collective name Connect Roads. Aberdeen Roads will inject an estimated £6bn into the local economy and create around 14,000 new jobs.

At engineering, IT and facilities service business NG Bailey, GC Scott McKinnell says: ‘They have clearly delineated risk processes and teams serving projects across the world, ensuring that this works commercially, operationally and legally and to a tight deadline of preparation.’

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