Thomas Cook

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  • General counsel: Craig Stoehr.
  • Team headcount: 25 lawyers.

Before former Latham & Watkins partner Craig Stoehr joined Thomas Cook as its first-ever GC in April 2013 from Eastgate Capital Group, the travel company had no centralised legal function and had issued three profit warnings after suffering the impact of the Icelandic ash cloud and unrest in the Arab world.

Having restructured the team and hired three more lawyers to look after plc-specific legal issues, Stoehr has helped to orchestrate a refinancing in excess of £1.6bn, including a £525m bridging loan; a high-yield bond placement; a £425m equity rights issue and a £691m bank refinancing.

Stoehr comments: ‘It was the first time Thomas Cook had done a high-yield bond issue and might be the largest ever done in the UK.’

Other corporate activity includes a major rebranding exercise and 15 disposals over the past 15 months, which will generate £150m by the end of this financial year, 15 months ahead of schedule.

Thomas Cook’s corporate governance has been similarly overhauled and streamlined, with clearer decision-making lines put in place for the business and legal team itself.

Members of Stoehr’s team singled out for praise include UK and Ireland head of legal Alice Marsden, who joined from Latham & Watkins at the start of 2014, and head of legal, airlines, Emma Langford.

Stoehr says: ‘We operate as one legal team versus separate teams in separate silos and the group centralisation affords us visibility in everything legal.’

Stoehr operates an informal panel but makes good use of secondees, with three sitting in the team at the time of going to press. Firms that have long worked with Thomas Cook include Shoosmiths for UK litigation and employment; Fieldfisher for travel regulation and health and safety mandates.

New relationships since Stoehr joined include Herbert Smith Freehills; Latham & Watkins; and Allen & Overy.

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Marks & Spencer

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  • Head of legal: Robert Ivens.
  • Team headcount: 18 lawyers.

The iconic British retailer has faced its share of reverses of late, with questions mounting over the future of chief executive Marc Bolland amid continuing declining sales in clothing, footwear and homeware.

But as befits this British institution, Marks & Spencer (M&S)’s legal team remains one of the most assured and tight-knit in the UK under the leadership of the unflappable Robert Ivens.

The team of 18 lawyers, who work across employment, marketing and advertising, corporate/commercial, real estate, regulatory, intellectual property and consumer protection, keeps a substantial amount of work in-house despite fielding a very lean team for a FTSE 100 company with revenues of £10bn (when instructing outside counsel advisers include Slaughter and May, Lewis Silkin, Olswang, DWF, Osborne Clarke, King & Wood Mallesons and Wragge Lawrence Graham & Co).

M&S director of commercial contracts Verity Chase was highlighted in our 2014 GC Power List as a rising star, while other rated lawyers include real estate counsel Carolyn Lock, IP counsel Amarjit Purewal and head of employment Patricia Howell.

Key mandates for the team include negotiating numerous franchising deals in eastern Europe, Russia, Turkey, the Middle East and new territories including Finland, Norway and Vietnam.

The team is involved in a long-running landmark case on trade mark infringement, after the European Court of Justice and High Court held that M&S had infringed Interflora’s trade marks through the use of ‘Interflora’ as a Google AdWord. The Court of Appeal last year ordered a retrial in one of the most closely watched intellectual property cases for years.

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Unilever

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  • Chief legal officer: Ritva Sotamaa. 
  • Team headcount: 500 (including support staff).

Ritva Sotamaa has served as the chief legal officer of Unilever since 2013 and spent most of her career in the healthcare industry prior to that. She was global GC for Siemens Healthcare from 2009 to 2013 and prior to this held several GC roles at GE Healthcare.

Under Sotamaa, the legal team has taken strides to improve its relations with external advisers, and kicked off its first formal panel review in March 2014. Led by operations legal director Saswata Mukherjee, who was assisted by group legal secretary Tonia Lovell and Sotamaa, a total of 16 firms were selected, with work to be divided between four panels, including corporate, IP, general contract commercial and construction, and engineering.

Having taken nearly six months to complete, the team’s objective was to take a more structured approach to working with external advisers, and provide greater flexibility for the business to negotiate fee rates and secondments across multiple jurisdictions.

Praise for the team included a nomination from Diageo GC Siobhan Moriarty, who says: ‘Great things are done within Unilever’s legal function. Sotamaa has come in with a fresh pair of eyes. But she’s said: “How do we think about what we do, why we do it, and how can we structure ourselves differently?” She is definitely working to align the business with the legal team more closely.’

The team’s global and European general counsel – hair, Catherine Stromdale, was also listed as a Rising Star in the 2014 edition of Legal Business’s GC Power List for her strong negotiation and managerial skills.

Others to watch include GC, compliance, Anny Tubbs, who co-chaired an International Chamber of Commerce (ICC) antitrust compliance forum and co-authored the global ICC Antitrust Compliance Toolkit that was launched in 2013. The former Slaughter and May lawyer further designed and co-hosted related launch events, workshops and other initiatives in 2014, bringing together peers and regulators for constructive dialogue on critical success factors for antitrust compliance. The Anglo-Dutch company also underwent a restructuring of the business that involved spinning out its European and North American spreads business – which houses brands such as Flora – into a separate entity, a move which subsequently increased its share price by 3%.

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HCA International

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  • General counsel: Jasy Loyal.
  • Team headcount: six lawyers.

Despite rarely instructing outside counsel, the compact legal team at HCA International is noted for achieving a number of successes for the company, including advising on more than 1,000 contracts and steering HCA’s revalidation programme for 3,000 doctors.

The team has faced its fair share of contentious issues and handled the widely publicised breast implant scare in 2013, when women with the PIP implant were asked to seek medical advice in case the implant needed removal. A full investigation was conducted with all relevant surgeons across the HCA group to establish the best response and help mechanisms for patients.

Scenarios such as these are the reason that the company’s GC, Jasy Loyal prefers to retain work in-house. ‘If I’m instructing an external firm, they need to know about [how] hospitals work and how nurses work – industry awareness. I instruct an internal crisis management team from day one and run with it. I deal with consultants, PR, insurers, and the public liability side of it – we do that quickly without having to go and try to find how people work.’

She also cites one of the team’s biggest successes in 2014. Despite a private healthcare investigation by the Competition and Markets Authority, which led to HCA being ordered to divest two, or an alternative one, of its six hospitals, its legal team successfully had the order quashed before the Competition Appeal Tribunal.

Loyal is also committed to training her team. In 2014 she established a programme whereby partners from firms took various subjects, including the Bribery Act, the NHS, competition law, medical malpractice development, and pulled in the entire HCA team to take part in a workshop to learn expertise.
Loyal adds: ‘We have limited resources, but as a team, one of our strengths is that we can turn our hands to anything. We can do litigation, to debt collection, to criminal proceedings, to IP and we’re not going off to try and find a partner in a firm that specialises in that area.’

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Reckitt Benckiser

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  • Senior vice president and group general counsel: Bill Mordan.
  • Team headcount: 70 lawyers.

The innovative approach of the legal team at multinational consumer goods company Reckitt Benckiser (RB) to dealings with its internal clients and external counsel is well known among peers.

The group legal function, which comprises the corporate team, global trade marks and global patents is located in the UK, but the majority of the lawyers sit in offices across 20 different locations around the world.

Led by senior vice president and group GC Bill Mordan, the group has pioneered a sophisticated contract management system called I-Legal, which enables the client to create their own contracts – anything from non-disclosure agreements to supply agreements. The tool is even tied into the company’s compliance function.

‘There are only a few companies that have fully automated systems and I only know of one company – that’s ours – that is tying it into the compliance function. I am the chief compliance officer as well as the GC, so I have to be responsible for both.’

However, Mordan is careful to ensure that the advent of this new technology does not diminish the technical polish of the legal function, rather it frees up the team to allow them to work on more exciting and challenging things.

In 2014 this included the acquisition of the global rights to the K-Y brand from Johnson & Johnson; discussions with rival pharmaceutical company Merck & Co regarding an offer for the brand’s consumer health business; and the demerger of RB pharmaceuticals, subsequently rebranded Indivior and floated on the London Stock Exchange in December.

In early 2015, Mordan confirmed that he was making plans to carry out a UK legal panel review and formalise the company’s current panel arrangement.

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BTG

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  • US general counsel and senior vice president of legal operations: Gabe Holdsman.
  • General counsel and company secretary: Paul Mussenden.
  • Team headcount: six lawyers.

Healthcare company BTG is described as the ‘shining light’ within the UK-listed biotech and speciality pharma sector. With a portfolio of interventional medicine products designed to advance the treatment of illnesses, including liver tumours, severe blood clots, and advanced emphysema, the business has gone through dramatic growth, with its market capitalisation increasing from under £200m to £3bn via organic growth and five acquisitions in six years during an era where the sector has suffered decline.

The legal team, headed by general counsel (GC) and company secretary Paul Mussenden, has been at the heart of BTG’s corporate activity and heavily involved throughout the company’s expansion, including directly negotiating or managing acquisitions or litigation. The team’s workload in 2014 involved extensive pharmaceutical regulatory work in the US, the establishment of operations in Asia and BTG’s largest-ever deal, a $475m acquisition of PneumRx and related £150m equity fundraising.

Former Norton Rose lawyer Mussenden is ‘intimately involved’ in the key strategic decisions of the business and oversees the legal functions and business issues, with operations in Asia, Europe and the east coast of the US. Meanwhile, Elaine Johnston moved to senior associate GC less than six months after joining the company in summer 2014, while senior legal counsel Neil Payne has also been at BTG for a relatively short period of time – joining in 2013 from Roche.

One law firm partner comments: ‘When instructing outside counsel, he [Mussenden] grants precisely the right amount of autonomy, while providing the requisite commercial input to the documents and negotiations. His understanding of BTG’s business is remarkable, especially given its breadth and changing nature. He also manages and trains a team of very high-calibre lawyers across multiple jurisdictions who clearly like and respect him.’

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Bupa

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  • Chief legal officer: Paul Newton
  • Team headcount: 75 lawyers.

Spread across more than 190 countries and territories, Bupa’s progressive legal function operates as both a localised and centralised function, working across areas such as commercial property, NHS procurement, IT and employment.

Serving an international healthcare provider, which turned over £9bn in 2013, has 22 million clients and employs more than 70,000 people, many of Bupa’s business divisions operate in highly regulated sectors, with the legal team focused on risk management across the organisation.

Last year, chief legal officer Paul Newton carried out a panel review, with a varied range of firms winning spots on the roster. The team’s annual legal spend is over £11m and law firms used include Slaughter and May, Herbert Smith Freehills, White & Case and Addleshaw Goddard.

In charge of a team working across different continents, countries and time zones, Newton has established a novel way of communicating, with the legal function operating as a virtual community to enable lawyers to act as one team. Lawyers find it easier to work together, be flexible, adaptable and share best practice. In addition, Penny Dudley, legal director for Bupa’s global market unit, was specifically recognised in our 2014 Rising Stars Power List as a leader within the team.

Significant mandates for the team last year included a £205m acquisition of a 56% stake in Cruz Blanca Salud, one of Chile’s leading healthcare groups. The team also worked on an exclusive ten-year distribution agreement with Hang Seng Bank in Hong Kong. Under the agreement, a range of bespoke Bupa medical insurance products and services will be available to Hang Seng personal and corporate customers in Hong Kong and mainland China through the bank’s branches and direct channels.

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Direct Line

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  • General counsel and company secretary: Humphrey Tomlinson.
  • Team headcount: 18 lawyers.

GC and company secretary Humphrey Tomlinson leads the team of 18 lawyers at Direct Line Group and according to one RPC partner, the experienced in-house leader is ‘a first-rate lawyer, a great mind and a very nice person. He appreciates good advice too’.

It has been a tough few years for the team at the insurance giant, who came through an initial public offering (IPO) in 2012 launched by shareholder The Royal Bank of Scotland (RBS). After the float, there was a period of consolidation and restructuring to be done, with Tomlinson taking responsibility for rebuilding the secretarial team in particular.

The legal team in July 2014 advised on Direct Line’s investment in motor analytics and telematics tech company, The Floow. In the same year it gained an alternative business structure licence for the company’s legal subsidiary DLG Legal Services and conducted a €550m sell-off of the group’s international business.

The team prefers to cater for the insurer’s needs internally, but turned to Slaughter and May and Allen & Overy for its IPO. The company, which owns brands including Churchill, Privilege, Green Flag, NIG and DL for Business, also uses Berwin Leighton Paisner, Norton Rose Fulbright and Pinsent Masons on a regular basis.

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RSA Group

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  • Group general counsel: Derek Walsh.
  • Team headcount: 40 lawyers.

The sizeable legal team at insurance giant RSA, which consists of 40 lawyers globally across the strands of legal, compliance and company secretarial is ‘well run, very tight and high quality’, according to insurance partner David Webster at RPC. A Magic Circle partner comments on the ‘high quality of in-house practitioners across the board that have been carefully recruited’.

Big mandates for the legal function include the £773m rights issue, which took place in March 2014, following losses in 2013 exacerbated by a £220m fraud in the group’s Irish business. On the team’s performance, group GC Derek Walsh says: ‘The rights issue was a really substantial achievement and my legal team got a lot of positive feedback. You don’t see too many rights issues in the marketplace. Recently we have also sold some assets at excellent prices. For my team it’s been a fantastic experience and learning curve.’

RSA is recognised for having strong ranks of younger lawyers, with the group’s head of legal Charlotte Heiss last year named as a Legal Business rising star. Walsh is also supported directly by Jenny Margetts, group head of regulatory, risk and compliance, and Elinor Bell, deputy group company secretary.
The team is regarded as having a strong track record in terms of promotion with talented individuals put through its training and development regime and an
established programme of mentoring.

The legal function also scores well on the diversity front – 66% of the leadership team are female, however Walsh insists that is led not by design. ‘I’ve just picked the best people every time I want to promote somebody,’ says Walsh. ‘Businesses talk about diversity but one of the things I feel genuinely proud of is that we have acted and achieved our objectives just by picking the best people for the job.’

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AXA UK

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  • General counsel: Edward Davis.
  • Team headcount: 35 lawyers.

The UK insurance division of French multinational investment group AXA has built a reputation for innovative cost efficiency and a driving ambition to retain challenging legal work in-house. Group GC Edward Davis also established the insurer’s first global legal panel as part of its ‘Ambition 2012’ strategy launched back in 2004. Davis has further grown his legal in-house team to 35 lawyers during that time and manages the group legal department, group secretariat and the UK compliance team. AXA’s total legal budget is almost £10m, of which approximately 70% is spent in-house. Former legacy Denton Hall lawyer Davis says his team heads, Emily Coupland, Mark Gardner and Sam Patel have done a fantastic job against a very tough agenda.

Major mandates for the AXA legal team in 2014 include completing a panel exercise in September that focused on identifying firms with innovative ideas that the business could work with on a medium-to-long-term basis. It also rebranded its SunLife Direct business and re-launched its product range, and carried out an efficiency review that resulted in a 20% reduction in the number of full-time equivalent staff in the department, alongside a 10% drop in external legal fees over a 12-month period.

Ongoing issues in the UK include the government’s pension freedoms reforms, over which the team is currently looking at its products and preparing for. Davis says it is ‘critical that in-house counsel are at the corporate coalface and involved in the business’ key priorities, playing a broader role than just providing legal advice, and really supporting the business to help achieve objectives’.

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