Client profile: Anna Tolley, Anheuser-Busch InBev

The brewing giant’s legal and corporate affairs director discusses mergers and learning on the job

Anheuser-Busch InBev (AB InBev) legal director Anna Tolley describes the constant change at the drinks company as a rollercoaster she is still yet to get off. After joining (then) InBev as senior legal counsel in 2009, the young lawyer quickly moved up the ranks post-merger with AB InBev appointing her head of legal for UK and Ireland in 2011, two years after she joined. A year later Tolley was bumped up to UK and Ireland legal director and, following another promotion, is now the company’s legal and corporate affairs director for Northern Europe and sits on AB InBev’s UK operating board of directors.

During her time with the company, which owns Budweiser, Corona and Stella Artois, Tolley has seen significant change culminating last year in its bid for SABMiller, which is awaiting clearance. But Tolley is used to upheaval – she began her legal career as a trainee at Halliwells, which spectacularly collapsed in 2010.

‘Halliwells offered lots of secondments and that’s how I got involved with AB InBev,’ she says. ‘I was given an opportunity to do almost half of my training contract at InBev as it was known then, and that gave me a lot of training in terms of in-house work.’

About a year after moving back to Halliwells, where she had qualified as a dispute resolution solicitor, Tolley was offered a job covering InBev’s then senior legal counsel during her maternity leave. Following her predecessor’s decision not to return to work, Tolley was offered the job, just months before Halliwells’ collapse.

‘It was a hugely senior role for someone like myself who was quite junior, but because I’d spent so much of my training contract there, they obviously knew I had an understanding of the business and its values. I feel fate has taken its course, but I feel extremely fortunate for the opportunities it’s given me.’

Asked how she felt taking on the role of senior legal counsel at such an early stage in her career, Tolley recalls an eye-opening experience: ‘Those first six months at AB InBev were the worst six months of my life, because the pace and the drive for someone who’s not used to it, particularly coming from private practice to in-house, is intense.’

But Tolley quickly picked up on whom to call upon for help; working out how to manage information internally, something she believes is essential to survive the in-house world where it is vital to quickly assess how to manage different personalities and work out where the balance of power sits.

Sitting through a number of company transformations during her time, Tolley was working for InBev when it purchased Anheuser-Busch in 2008 for $52bn. Four years later, the newly-formed AB InBev purchased Mexico’s Grupo Modelo for $20.1bn, adding the Corona brand to its long list of assets.

‘Those first six months at AB InBev were the worst six months of my life, the pace and the drive, particularly coming from private practice to in-house, is intense.’

Tolley herself has worked locally on a number of acquisitions, most recently the company’s acquisition of craft beer brand Beer Hawk and late last year its acquisition of Camden Town Brewery in a deal worth £85m. Notably, Tolley also worked on the divestment of Tennent’s larger brand to Magners Irish Cider owner C&C Group in 2009 for £180m.

Tolley described the Tennent’s sale as a huge learning curve. ‘I had never as a trainee worked on a corporate deal. I’m here in-house and I haven’t worked on a corporate deal. While I had the expertise in terms of the commercial deals and the distribution elements that were coming out of that, I didn’t have the experience on the corporate transaction. I was given the opportunity to work with Freshfields Bruckhaus Deringer and learn from that. It was a very difficult period of time, albeit very short over a two-month period, but it really shone a light on the intensity and pace of the company.’

Now, Tolley at age 33 is sitting at the helm as the company finalises the world’s biggest brewing deal, the merger of AB InBev and SABMiller, which will create a $275bn business. The deal would give AB InBev control of a third of the global beer market. In order to appease antitrust concerns, the brewing giant has been working on the divestment of popular brands Peroni and Grolsch, as well as Meantime Brewing Company and Miller Brands to Asahi, worth €2.55bn. Freshfields has been advising AB InBev throughout the process.

As local UK and European assets are divested, AB InBev has plans for organic growth across the region. Tolley predicts the legal structure will not change massively, but there is still an air of mystery surrounding the merger. Says Tolley: ‘We’ll make sure we do this in the right way, but in terms of what that will look like, I’ve got to admit, for the first time, I don’t have an idea in terms of what that will mean for the legal team.’

But Tolley is taking the merger in her stride in much the same way as she has taken all other changes the company has gone through since she joined. ‘Every day in the in-house world is completely different. You usually plan your day and it’s all shot to smithereens and it changes as soon as you get into the office.’

‘The biggest suggestion I’d have for firms is to continue to have a personality, don’t become a clone, don’t become a firm that feels it has to be polished. Don’t suppress your personality.’

While the rest of the UK guzzles down more beer throughout Christmas and the summer time, Tolley is usually at her desk trying to keep pace with all the legal rules that come with selling a heavily-regulated product. Christmas is the busiest time for beer, and the pressure that puts on support functions, not just legal, is huge. As a legal team that prides itself on ethical decision-making in an area with strict marketing compliance, Tolley and her team check through every single piece of digital material that the brand issues. ‘Agencies are there to help, we train marketing agencies and all those things, but you can imagine with a group of three lawyers in the UK, trying to get things right without micro managing is a challenge. There are those fire moments where you feel like everything you’re doing is reactive and nothing that you’re doing is proactive. We try to be a little bit more disciplined at the beginning of the year because otherwise the ship sinks and we can’t have that.’

For local work, Tolley holds Pinsent Masons in high regard, with the firm acting on the acquisitions of Camden Town Brewery and Beer Hawk. She describes the firm as having ‘a great team for entrepreneurs’.

When asked what firms in general could improve on, Tolley suggests a less formal approach to clients. ‘Historically, it would take you so long to appoint lawyers to do something that the deal is almost done. You must have a huge amount of speed in terms of that initial phase of engagement, asking them to give you a fee quote, sending your previous work. They have to be very well prepared to respond to requests within 24 hours because usually when you get the nod from the seniors at AB InBev to do a transaction, you’ve got to put a team together within a matter of moments. It’s taking that formal approach out and giving you a chance to make those fast-paced decisions.’

Tolley also suggests some firms should focus less on slick corporate branding and push diversity. This was, after all, the reason she finally made the jump to AB InBev. ‘I felt I didn’t fit the mould completely as a private practitioner. I thought that I had to be a particular person, I have a particular accent and I come from a particular geography in the UK: London. But that’s not right and that perception is starting to change. The biggest suggestion I’d have for firms is to continue to have a personality, don’t become a clone, don’t become a firm that feels it has to be polished. You want that professionalism and polish but you don’t have to suppress your personality, the care and the passion that an individual wants to show about a particular subject matter. I love working with people that are diverse and different. It gives you a sense of enjoyment and energy. You learn from them.’

madeleine.farman@legalease.co.uk