Legal Business

Legal Business Awards 2020 – Most Transformative In-House Team of the Year

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Legal Business Awards 2020 BarclaysBTCooleyGlaxoSmithKline

In what is a brand new category for the Legal Business Awards in 2020, we are pleased to reveal the Most Transformative In-House Team of the Year.

This award recognises in-house legal teams that have made a major contribution to change or transformation either at an industry or sector level, or have championed unusual or innovative approaches. This could range from dealing admirably with dramatic changes in a particular industry to wrestling with challenges in society linked to cultural or technological upheaval.

 

 

 

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Winner – BT

The in-house legal department at BT has undergone significant changes over the last two years. First, group general counsel Sabine Chalmers joined from Anheuser-Busch InBev in April 2018, replacing the widely-admired Dan Fitz. Then the team was restructured to mirror the shape of the wider business before, finally, a high-profile managed services deal was signed with newly-listed law firm DWF.

The resulting transformation made BT the standout choice for this year’s award. The company’s lawyers are now freed up for strategic work, with 84% of low-value deals managed by a legal process outsourcing team of 34 in Belfast and Wroclaw. Moreover, a 10% reduction in the total cost of legal for 2018/19 means the figure now stands at about £70m.

Meanwhile, BT also grabbed headlines when a team of 43 covering insurance and real estate work switched to DWF on a five-year multimillion-pound managed legal services arrangement. General counsel of technology at BT, Chris Fowler (and LB Awards judge, who recused himself from this category), was the lawyer charged with finding the right partner for the managed services deal, and he began by establishing the overall cost of BT’s function. There is just one budget now, but this was not always the case; as recently as 2017 there were six. After assessing 26 potential providers, a shortlist of four was agreed, and finally DWF was chosen.

The changes to the company’s legal function displayed an agility to respond to changes in the wider business. In 2018, BT announced plans to cut around 13,000 jobs over the next three years in a bid to save £1.5bn in costs. A month later, chief executive Gavin Peterson surprisingly resigned after five years at the helm. Throughout, the company’s legal function has been adapting to these seismic shifts in the business.

Director of transformation, Dave Hart, now leads a team of 15 tasked with building on Fowler’s foundation and dedicating full-time resource to the ‘transformation agenda.’ Expect more change and evolution at BT in the years to come.

Highly Commended – NetApp

A close second for this year’s award was American hybrid cloud data services company NetApp, with slick technology use and an expanded business function impressing judges.

One such piece of tech was a robotic process automation tool designed to improve contract management. NetApp used the tool, which it named Bot-icelli, to reduce end-to-end contract processing time from 15 minutes to 2.5 minutes, freeing up parts of the business for more complex work.

NetApp’s legal function has also helped the company develop beyond its single-product origins. Today, the business includes products and services, including a cloud business. One specific area where legal aided the wider business was in reducing a 70-page agreement for consumption of hyper-converged infrastructure to a two-page agreement, expediting time to close deals.

NetApp Legal also expanded its purview to include a government relations function. Over the past year, the company benchmarked and researched to better understand how NetApp could design and leverage a government relations function to proactively advance business objectives.

Other nominations

Barclays

The Mindful Business Charter, devised by Barclays alongside Pinsent Masons and Addleshaw Goddard, aims to cut down on workplace practices that contribute to stress and poor mental health among lawyers, and has grown to nearly 40 signatories since its inception in late 2018.

Coca-Cola European Partners

Over just three months in 2019, a small legal team at CCEP navigated a slew of regulatory and governance changes to complete a listing move that had never been attempted before: a transfer from Euronext to the London Stock Exchange.

GlaxoSmithKline

The legal team has been central in GSK and Pfizer smoothly combing their respective consumer healthcare businesses to create a world-leading joint venture with combined sales of approximately £9.8bn.

Mitie

With the outsourcing sector facing turbulent times in recent years, Mitie’s legal team has been at the heart of its transformation as it has ridden the storm to successfully refocus, reset and re-establish its business.

Legal Business

Deal watch: Magic Circle gets clean bill to lead on $13bn GSK healthcare takeover as Addleshaw ties up JD Sports US acquisition

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Dealwatch Addleshaw GoddardGlaxoSmithKline

Magic Circle firms Freshfields Bruckhaus Deringer and Slaughter and May have rejuvenated longstanding client relationships to win lead roles on Swiss pharmaceuticals giant Novartis’ $13bn sale to GlaxoSmithKline (GSK) of its minority stake in their consumer healthcare joint venture.

The deal, announced on today (27 March), sees London-listed GSK buy the 36.5% stake in the joint venture it didn’t already own from Novartis to assume full control of the business.

The joint venture was forged in 2014 amid an asset swap between the two pharma heavyweights which saw them combine their respective consumer healthcare arms.

Freshfields corporate partner Julian Long led on that transaction for Novartis and is now co-leading on this latest deal with Jennifer Bethlehem. Also in the team are tax partner Paul Davison and antitrust partner Rod Carlton, who also advised on the 2014 asset swap.

Slaughters is advising GSK on the buyout, with a team led by partners David Johnson and Simon Nicholls, both of whom represented client on the formation of the joint venture.

Financing partners Guy O’Keefe and Oliver Storey also worked on this latest deal, as well as tax partner Dominic Robertson and competition partners Bertrand Louveaux and Jordan Ellison.

GSK’s internal legal team was led by Chip Cale and Antony Braithwaite.

GSK is planning to launch a strategic review of its Horlicks drink brand and other consumer nutrition products with a view to raise cash for the acquisition, the company said in a statement. The review will also include GSK’s Indian subsidiary, GlaxoSmithKline Consumer Healthcare Ltd, according to the statement.

Meanwhile, Addleshaw Goddard is advising UK high street sports shoe retailer JD Sports Fashion on its $558m acquisition of US counterpart The Finish Line.

Addleshaw’s Manchester-based team was led by partner Roger Hart and included partner Martin O’Shea.

Indianapolis-headquartered Finish Line is listed on Nasdaq with a market capitalisation of roughly $425m. Hughes Hubbard & Reed and Taft Stettinius & Hollister advised JD Sports on US law, while Faegre Baker Daniels advised Finish Line’s board of directors.

Elsewhere Travers Smith has leveraged the recent trend for investment in payment services businesses to advise longstanding private equity client Equistone Partners Europe on its acquisition of UK-headquartered Small World Financial Services for a reported £80m.

The Travers Smith team was led by private equity partner James Renahan and included tax partner Jessica Kemp and regulatory partner Stephanie Biggs.

Sellers FPE Capital, MMC Ventures and the existing Small World management team were advised by Charles Russell Speechlys. Equistone made the investment via its sixth fund, Equistone Partners Europe Fund VI. Cross-border payment service provider Small World employs around 680 people across 16 countries and generates revenues in excess of £110m.

Nathalie.tidman@legalease.co.uk

Legal Business

In-house: Biffa turns to GSK for new general counsel

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In-house GlaxoSmithKline

Waste management company Biffa has hired a new general counsel and company secretary, taking on GlaxoSmithKline’s interim assistant company secretary Rachael Hambrook.

With over 30 years of experience in-house, Hambrook (pictured) has worked for a number of FTSE and International blue chip companies including BT, foodservice and support services organisation Compass Group, oil and gas company Ruspetro, Centrica and DHL Express UK.

Her appointment comes during a time of change for the company. In October Biffa priced its initial public offering (IPO). The company listed on the London Stock Exchange pricing at 180p per share, giving a market capitalisation of £450m; a lower than expected level following the Brexit vote. The IPO had previously been expected to list at between 220p and 270p per share. Linklaters advised the waste management company on the float with Clifford Chance advising the underwriters.

‘This role encapsulated all the previous experience that I had. It’s so wide ranging and it’s something I could really get my teeth into,’ Hambrook told Legal Business. ‘Obviously with the IPO as well, it was the perfect time to join. Setting up the company secretary PLC function was something new we had to do but we’re up and running now.’

Hambrook replaces Keith Woodward who is retiring. He joined the Biffa as its company secretary in April 2006 having worked in-house for businesses such as Pimms, British Sugar and John Mowlem.

Hambrook said Biffa would continue to use preferred UK legal advisers Linklaters for corporate matters and Nabarro for litigation and corporate contracts along with ‘a number of provincial lawyers’. Ahead of Nabarro’s merger with CMS Cameron McKenna and Olswang, Hambrook added: ‘I’ve got no reason to believe at the present time we wouldn’t continue with them in the new entity.’

Earlier this week it was revealed social media football start-up Dugout has appointed its first in-house counsel from Perform Group as it gains backing from some of the sport’s biggest clubs.

The company has made Adam Lovatt its first in-house lawyer from Perform where he was group legal counsel until September 2016. Lovatt trained at Scots firm Maclay Murray & Spens before moving to IMG as a legal counsel.

madeleine.farman@legalease.co.uk

Legal Business

Glaxo reviews advisers as A&O & CC take lead roles on £1.35bn Ribena and Lucozade sale

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Adviser reviews Allen & OveryClifford ChanceGlaxoSmithKline
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As GlaxoSmithKline (GSK) reviews its preferred law firms in a decision that could see the healthcare giant create a formal panel, Allen & Overy (A&O) has won the lead role to advise on its £1.35bn sale of drinks brands Lucozade and Ribena to the Japanese consumer goods company Suntory Beverage and Food (Suntory).

A&O won the deal after a series of GSK’s preferred firms pitched for the role. The corporate team at A&O will include partners Edward Barnett and Andrew Ballheimer, with assistance from senior associate Nigel Parker and associate Matthew Appleton, alongside anti-trust partner Alasdair Balfour and employment partner Mark Mansell.

Clifford Chance is advising Suntory, led by corporate finance partner Joel Ziff, who will work alongside fellow corporate partner Robert Crothers and lead associate Katherine Moir, as well as IT partner André Duminy.

Slaughter and May is widely regarded as GSK’s go-to corporate firm, having previously advised on a string of major deals including last year’s £650m investment to increase its stake in its India and Nigeria subsidiaries; its acquisition of Maxinutrition from Darwin Private Equity in 2010; its agreement with Pfizer to create ViiV in 2009; and a €515m acquisition of the marketed product portfolio of UCB.

However, GSK also operates a list of preferred firms for its legal advice and is discussing whether to set up a formal panel. According to a GSK spokesperson the details will be confirmed at the end of this year.

A&O corporate partner Edward Barnett says: ‘We are proud and delighted to have worked with GSK on this strategic transition and contributed to achieving GSK’s stated aims of diversifying these iconic brands, provided appropriate value was realised for shareholders.’

The sale comes after GSK decided to increase its focus around a core portfolio of healthcare brands, with a particular emphasis on emerging markets, following a strategic review of Lucozade and Ribena in February this year. Annual sales of the two brands were approximately £0.5bn in 2012.

Under the agreement, Suntory will acquire global rights to the brands with the exception of Nigeria, where GSK Nigeria will continue to manufacture and distribute Lucozade and Ribena under licence from Suntory. The transaction is expected to be completed by the end of the year, subject to regulatory approvals.

jaishree.kalia@legalease.co.uk