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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Aviva

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  • Group general counsel and company secretary: Kirsty Cooper.
  • General counsel: Monica Risam.
  • Team headcount: 150 lawyers in the UK.

Team heads Monica Risam (pictured) and Kirsty Cooper, who serve as GC and group GC respectively, have worked to implement multiple new initiatives, which have helped to establish Aviva as having one of the most forward-thinking legal teams in the sector.

This includes its first panel process (resulting in £2m of cost savings); creating a legal leadership development programme alongside a ‘soft skills’ personal impact programme; last year establishing an unusual forum for insurance legal teams to discuss pressing sector issues and best-practice initiatives; and creating a permanent group secondment seat.

Cooper manages a total of 332 staff, 225 of which are in the UK, including all the lawyers and chartered secretaries across the group. Major pieces of work in recent months include its acquisition of Friends Life for £5.2bn; a deal that saw Aviva pledge to deliver £225m of annual cost savings within three years of the acquisition, and constituting one of the biggest deals the UK insurance sector has seen in years.

Allen & Overy partner Sarah Henchoz comments: ‘It’s a really dynamic team focused on delivering innovative solutions to the business and not throwing up legal blockers. They really see themselves in partnership with the business to deliver the end result to customers.’

Within Cooper’s team, head of legal at Aviva Broker UK, Howard Grand, is also highlighted for his efforts in leading Aviva’s response to the Competition and Markets Authority investigation into private motor insurance and Aviva’s road-to-reform proposals for wider market reform.

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Prudential

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  • General counsel: Margaret Coltman.
  • Team headcount: 83 lawyers.

A choice insurance client for any law firm, Prudential currently has £457bn of assets under management and serves 23 million customers worldwide, so housing a formidable in-house legal function is a critical requirement.

The legal team is currently led by group GC and company secretary Margaret Coltman, who took on the role after moving from Lloyds Banking Group in July 2009. Known for a distinguished track record in the financial services industry, Coltman restructured the legal team so that each of its four core businesses has its own legal panel, and an additional head office panel, led by Coltman herself and group legal director Simon Ramage.>

Coltman was further tasked with maximising efficiency of the in-house legal team to better service the group’s four main business units: Prudential Corporation Asia, Jackson National Life Insurance Company, Prudential UK and M&G.

Coltman’s highly-rated team includes group legal counsel Kim Bromley, and in-house solicitor Tom Clarkson.

Last year, both featured in Legal Business’ GC Power List as rising stars. Head of corporate Edward McCarthy is praised for leading innovative process changes, restructuring the way Prudential UK drafts bespoke contracts and standardising bulk annuity terms, thereby saving time and costs.

Last year saw the team work on Prudential’s flexible drawdown model ahead of set-piece pension reforms coming into force this year. Part of the team’s agenda in 2015 will be advising on the long-awaited Solvency II rules, which will introduce tougher capital requirements under new Europe-wide rules to make the industry more stable.

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AIG

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  • EMEA general counsel: Chris Newby.
  • Group general counsel: Thomas Russo.
  • Team headcount: 1,200 in legal, regulatory and company secretarial, including 85 lawyers in Europe.

Talk of innovation is widespread among in-house legal teams but at AIG, the team genuinely stands out for delivering on a number of fronts with little fanfare despite being a company that has faced wrenching change in recent years.

Under the helm in Europe, the Middle East and Africa (EMEA) of understated general counsel (GC) Chris Newby, the AIG legal team last year worked with McKinsey to implement a Lean Six Sigma (LSS) efficient working model, which it completed in December after a 14-week programme. While LSS will be rolled out across different departments and jurisdictions within AIG EMEA, legal is the only function to have completed it. Newby comments: ‘I put in a bid for why I thought it would be a good exercise for legal to do and the chief executive and New York legal supported the initiative.’

AIG’s legal team expects to save 20% of time currently spent on day-to-day tasks. They will ‘reinvest’ 10% of that time, while the other 10% will go towards helping AIG lawyers achieve a better work/life balance.

Having analysed where duplication of tasks exists, the team is rolling out European-wide standard operating procedures and Newby has already overseen an initiative to educate the AIG business about what the legal team does and introduce service-level agreements. These latest initiatives follow the introduction in 2013 of an independent ‘legal operations centre’ to obtain better metrics and performance indicators on external legal counsel. In the same year, Newby outsourced much of AIG’s volume work to Bond Dickinson, freeing up in-house lawyers to work on more strategic issues. He is currently trialling automated non-disclosure agreements in conjunction with Bond Dickinson.

Other key team members include deputy GC Europe, Kirsty Middleton, and UK head of legal, Neil Braakenburg.

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JP Morgan

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  • General counsel: Stephen Cutler.
  • EMEA general counsel: John Tribolati.
  • Team headcount: 115 lawyers in London.

JP Morgan remains one of the most coveted and lucrative legal clients in the world. From transactional, regulatory and compliance instructions, and a legal expense bill that totalled more than $1.1bn in the fourth quarter of 2014 alone as a result of major government probes, law firms are chomping at the bit for business. But aside from size, JP Morgan’s legal team has long been admired for its technical polish and pragmatic approach.

JP Morgan’s strategic investment in its legal function was evident with the hire of Piers Le Marchant from Nomura last April as its EMEA GC.

Le Marchant has moved into the role of global head of compliance for corporate and investment banking, with JP Morgan last month recruiting prominent Goldman Sachs counsel John Tribolati as its new regional legal head.

Tribolati has moved to one of the world’s largest investment houses at a time when JP Morgan faces intense scrutiny from regulators. In 2013 it paid out nearly $20bn in settlements to regulators, while in 2014 the bank was one of a dozen facing a global investigation into whether traders colluded to manipulate the estimated $5.3trn-a-day Forex market.

Major corporate work last year saw JP Morgan club together with Barclays and Morgan Stanley to arrange £6.6bn in loans for BSkyB to take full control of Sky Italia and Sky Deutschland, while its work on Liberty Global’s purchase of Germany’s third-largest cable TV operator KBW from EQT was cited by market commentators as one of the most innovative acquisition financings in recent years.

The EMEA team is described by Allen & Overy finance partner Sally Onions as ‘not just focused on deal management but is also interested in shaping the future of the market’.

In particular, legal counsel Liz Tippins, a former Allen & Overy lawyer, is described as ‘very pragmatic and efficient in her approach’ and ‘interested in wider market developments’, while other notable names include executive director and assistant GC, Emma Smith, an employment law specialist who joined from Old Square Chambers in September; and dual-qualified Simone Paul, also executive director and assistant GC, who serves in the derivatives legal department. Paul also previously served as investment compliance manager at Citibank followed by a six-year run at State Street Bank’s global markets legal department. The team also includes high-profile associate GC Tim Hailes.

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The Royal Bank of Scotland

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  • Group general counsel: John Collins.
  • Team headcount: 400 lawyers.

It has undoubtedly been a difficult few years at The Royal Bank of Scotland (RBS) but the bank’s former group GC, Chris Campbell, maintains that
the work the team has done stands above any other bank in the UK. ‘The world and his dog are aware of the difficulties RBS has had over the last few years
and most of these involved the legal team,’ says Campbell. ‘We have had some enormously complex and innovative legal issues – enforcements, regulatory matters, litigations and disposals.’

And for all the challenges facing the bank, RBS has sustained its reputation for having a robust team with a strong bench of highly capable lawyers. Prominent figures in the team include the astute head of litigation William Luker and senior counsel M&A/corporate Scott Gibson, who was cited in our 2014 Rising Stars report.

Major recent mandates include The Citizens Bank listing on the New York stock exchange, which in September last year raised $3bn in an initial public offering, as well as a £1bn sell-off of the majority of its remaining stake in Direct Line insurance. Following its £20bn government bailout in 2008, the British banking giant is also fighting off two large claims: one involving an action against the bank’s former chief executive Fred Goodwin relating to a rights issue in April 2008, and the other comprising a group of 313 claimants across a number of UK and international financial institutions and pension funds.

Praising the team on its performance, Alan Nelson, an IT partner at CMS says: ‘Amid a turbulent time for the bank, this team has embraced the challenges it faced. It has sought to realise greater value from its panel and deliver better services to its internal clients. It has greatly improved its stakeholder relations, which will make the legal team a far more integral part of the bank.’

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Lloyds Banking Group

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  • Group general counsel: Andrew Whittaker.
  • Team headcount: 320 lawyers.

Lloyds Banking Group (LBG)’s corporate, and corporate real estate team in particular, received high praise from the wider legal market for their progressive and imaginative approach – the former, led by Hugh Pugsley, GC, group legal, for having the ‘ability to navigate a complex business and influence decisions through timely and commercial advice’ with a team of ‘bright and engaged lawyers’ and the latter, led by corporate real estate counsel Lesley Wan, for engaging effectively with panel firms and internal teams to support delivery of first class service to clients.

With an annual legal and regulatory spend of £400m, general matters dealt with by the legal department, led by group GC Andrew Whittaker and deputy GC Kate Cheetham, included an extensive law firm panel selection process in 2014 with an emphasis on a smaller number of core firms that advise ‘across the piece’.

The corporate team holds a track record of delivering complex projects, including last year’s £660m disposal of Scottish Widows Investment Partnership (SWIP), and the recent separation and flotation of a 25% share of the TSB business. Senior corporate lawyer Caroline Rollestone-Brown, a former partner at Maclay Murray & Spens, who now reports to Pugsley, is cited by an external source for ‘leading the corporate team’ on the disposal of SWIP, on which Linklaters also advised, and ‘demonstrating outstanding project management skills and first-class lawyering’.

The corporate real estate group has been proactive in producing standard forms of short loan agreements to assist in transacting deals more efficiently and also to provide pro forma legal opinions for all panel law firms to use.

Last year saw three of LBG’s legal team make it into our GC Power List Rising Stars 2014: corporate real estate duo Kumar Tewari and Sarah Batty, and the bank’s HR head of legal, Rebecca Priestley, and the team was widely recommended this year.

LBG’s relationship director global corporates UK, Allan MacKenzie, describes the team as ‘collaborative, informative, dedicated, hardworking and supportive’, adding it is ‘an invaluable support to the relationship teams. The team provides brilliant support to us in executing all transactions’.

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Bank of America Merrill Lynch

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  • Global general counsel: Gary Lynch.
  • Team headcount: 120 lawyers in EMEA.

Supporting Bank of America Merrill Lynch (BAML)’s entry into the GC Power List 2015, Aviva’s group GC Kirsty Cooper observes: ‘Financial services breed strong teams because of the volatile nature of that industry over the last few years. People have to be innovative, resilient and stand up and be counted. It’s not been the easiest industry to work in but it has brought out the best people working there.’

This is certainly true for the in-house legal team at BAML, particularly since Bank of America (BoA)’s acquisition of Merrill Lynch at the height of the financial crisis in a $50bn deal in 2008. Major matters for the legal department in 2014 include a $16.6bn settlement with the US Department of Justice, federal agencies and six US states – the largest civil settlement with a single entity in American history. The bank agreed to pay the sum after longstanding federal and state allegations that BoA and its former and current subsidiaries, including Countrywide Financial Corporation and Merrill Lynch, sold mortgage-backed securities to investors that contributed to the real estate market collapse amid the 2008 economic downturn.

The team instructs international law firms, including Allen & Overy, Clifford Chance, Shearman & Sterling and Skadden, Arps, Slate, Meagher & Flom, and key lawyers in the EMEA region include Sajid Hussein, EMEA GC, and Andrew Bird, head of EMEA corporate and investment banking legal.

One partner at a New York-headquartered law firm praised BAML’s London loans team in particular for its talent and dedication. ‘BAML has reorganised its legal function to give the team more responsibility so that they deal with all loan products worldwide for the whole of BAML, save in the Americas, which has a very large territorial reach and combination of time zones. The team runs very efficiently and we find them excellent to deal with. The individuals are real team players. They also participate in various pro bono activities and diversity matters, and many of the team are working mothers.’

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Deutsche Bank

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  • Group general counsel: Richard Walker.
  • General counsel for the UK and western Europe: Emma Slatter.
  • Team headcount: 100 lawyers in London, 600 globally.

In common with many global financial institutions, Deutsche Bank has been at the centre of the regulatory cyclone for years and its 100-strong London legal team has played an instrumental role in tightening the investment bank’s governance, liaising with regulators and running high-stakes, post-Lehman litigation.

Under the leadership of GC for the UK and western Europe, Emma Slatter, the team has set up a new legal risk management function, which works with all areas of Deutsche Bank’s legal team and oversees the bank’s legal risk control framework. The banking group’s European legal team has had a reputation as a progressive and proactive operation dating back to Slatter’s well-regarded predecessor, Simon Dodds.

Further innovation includes rolling out a forward-looking legal risk assessment programme across all the bank’s businesses. The team is working closely with the government on regulatory affairs, with a legal team at Deutsche Bank at the vanguard of its lobbying activities.

Post-Lehman cases include a Court of Appeal ruling in 2014 that investment fund Sebastian Holdings must pay Deutsche Bank $243m, after the High Court threw out an $8bn compensation claim against the bank. Over the last 12 months, the litigation and regulatory team has grown by 50%.

Slatter comments: ‘It’s great when you do succeed but the outcome isn’t necessarily in the hands of the lawyers. It’s nice to highlight success but equally the team might do an outstanding job and just don’t get the result.’

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The Co-operative Bank

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  • General counsel and company secretary: Brona McKeown.
  • Team headcount: 21 lawyers.

With the bank mired in controversy for much of 2014, the legal team at The Co-operative Bank has received recognition and admiration within the industry for ‘ably managing the bank’s legal affairs during a particularly challenging time’.

This is no understatement: in March 2013 the bank reported losses of £600m and two months later Moody’s downgraded its credit rating to below investment grade. Chief executive Barry Tootell resigned in the summer and negotiations between The Co-operative Group and its regulator, the Prudential Regulation Authority, resulted in reports that the bank had a £1.5bn shortfall in capital. Further scandal emerged over its governance that led to the resignation of chairman Paul Flowers, and the health of the bank was called into question after stress tests in December showed a severe economic shock would exhaust it.

The legal team has been cited by a Magic Circle firm for its outstanding ability to manage affairs amid the turbulence. It is led by the former interim GC of Coventry Building Society Brona McKeown, who took over from former Allen & Overy partner Alistair Asher in 2013, after he was appointed to head the legal function across the entire Co-operative Group.

Heavyweight names in the team include head of treasury legal, Adam Moy, a former GC at Close Brothers Group and lawyer at Skadden, Arps, Slate, Meagher & Flom, who is responsible for legal and regulatory risks across the business units. Others include disputes head Lesley Wilkinson, the former head of professional negligence at Optima Legal and manager of regulatory change at HBOS, and senior solicitor David Travis, who qualified at DLA Piper and previously worked in-house at Citigroup and RBS International. He now leads the commercial team that is responsible for the negotiation of major supply contracts, and major projects, including the strategic separation from The Co-operative Group.

It is further credited for work done on the £400m capital raising exercise last March, which led to a number of investors, including hedge funds Silver Point and Perry Capital, further investing in the share capital of the bank, in addition to ongoing regulatory shifts and inquiries in the banking sector.

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