Client profile: Ruwan De Soyza, Worldpay

Promoted to group GC at the start of the year, the experienced M&A lawyer on why he wants to stay hands-on

When Ruwan De Soyza arrived for his interview with former Worldpay general counsel (GC) Mark Chambers in 2011, he thought he was being considered for the role of GC for corporate services. Unbeknown to De Soyza, Chambers had a different path in mind, which ultimately led to him taking the group GC role in January this year.

‘He said with my background I’d be better suited as GC of e-commerce and a member of the executive team for that business,’ De Soyza says. ‘As a corporate lawyer, to be offered a position of GC and an executive role on a business line was like a dream come true. It didn’t take much thought over whether to accept that role.’

While De Soyza’s appointment as GC of e-commerce came as a surprise, the new role also came with a steep learning curve. ‘It was a big step. It wasn’t so much about the law; it was more about operating in an executive environment. Learning how to operate within executive teams, being responsible for budgets, targets and performance, and managing staff, was a challenge.’

De Soyza began his legal career with Clifford Chance (CC) in 1998 with a legal diploma and LPC from The College of Law and a degree in mechanical engineering from Imperial College London. The technical understanding from his degree and the legal training he garnered from his time at CC would prove invaluable for his later roles at Accenture, Standard Chartered Bank and Worldpay. With CC, De Soyza gained experience in the firm’s corporate finance department, working on initial public offerings (IPOs) in addition to large and small M&A deals. During his time there, he gained exposure to a wide range of clients, including Accenture, fashion company Arcadia Group and even The LEGO Group.

In 2001, De Soyza played an integral role in Accenture’s $14bn float on the New York Stock Exchange, with shares coming to the market at $14.50. He says this experience was crucial in securing an in-house position at Accenture: ‘When they did the IPO, they gave me a call and asked me if I wanted a hybrid M&A/compliance/country expansion role for the company.’

Working with Accenture for two years on M&A and reorganisation work, De Soyza then took on a role buying and selling banks as senior group legal counsel with Standard Chartered in 2007. But after a call from a headhunter in 2011, he sought out a position at Worldpay, the payment processing company, which typically handles 31 million transactions a day.

‘If it’s a hard Brexit, we feel we’re in a good place at the moment.’

The Worldpay team at the time was small, with De Soyza recruited as only the second permanent lawyer in the legal team until he was joined by Kirsty Whitehead, who became Worldpay’s UK GC the week after. The fledgling team’s immediate priority was to build its legal and compliance function.

‘I think I have recruited every person in the team, or had a hand in it at the very least,’ notes De Soyza. Following the 2012 overhaul, Worldpay now boasts a global legal team of 29 lawyers, scattered across hubs in Atlanta, San Francisco, Brazil, Singapore, the Netherlands and the UK.

In January 2017, De Soyza was promoted to group GC of Worldpay after the departure of Mark Edwards, who had taken over from Chambers in 2014. In his new role, De Soyza operates outside the traditional GC function, overseeing separate teams as part of his mandate. For instance, the strategic alliance team is charged with building Worldpay out in countries where it is not prevalent by acquiring other card companies. Meanwhile, the franchise development and management function, of which De Soyza is interim head, manages relationships with the company’s franchisees, which include Visa and Mastercard.

A month after stepping up, De Soyza and his team played a pivotal part in the February 2017 tie-up with Sky Betting & Gaming, which saw Worldpay chosen to provide the gaming operator with extra assistance during peak times for online traffic. Worldpay’s e-commerce offering, which De Soyza once led, delivers capacity and scalability to meet demand during major fixtures, such as the Grand National.

In another major deal for the company, Worldpay announced a partnership with Preoday, a mobile ordering technology company. Preoday offers pre-order services for food, drink and merchandise at outlets around the world and with Worldpay’s input will now be able to offer their services at faster speeds.

The number of recent deals that Worldpay has been a part of is testament to the growth of the company. It was sold by The Royal Bank of Scotland in 2010 to private equity firms Advent International and Bain Capital for £2bn. Just five years later, the company floated on the London Stock Exchange for £5.3bn, almost trebling its value in five years.

It is certainly a stimulating role for De Soyza, made even more challenging by the evolving nature of his position. He notes: ‘Worldpay is much more mature than it was in 2012. We have moved the compliance function out of its individual reporting line to the executive and we are creating the legal function as a stand-alone function alongside that.’

De Soyza has now spent the majority of his career in-house and, as with most in-house counsel, the appeal comes from having business influence. He confirms this was a key factor that enticed him away from private practice: ‘Specifically, it was the variety of work and the fact that you are much closer to the business line. You are much more intrinsic to the business and to its success. The legal team here, and at all the other places I’ve worked, has been very much hand-in-glove with the business. They have not been an ivory tower-type function.’

In terms of external counsel, Worldpay does not have a formal panel. Rather, it has a list of preferred firms that are regularly used for specific work. This core group consists of Global 100 firms Allen & Overy (A&O) and Sidley Austin, as well as media and technology specialist Wiggin.

A&O acts as Worldpay’s core corporate adviser and assisted with the company’s IPO in 2015. The flotation was the UK’s largest of the year. Sidley is also a corporate adviser, while Wiggin is Worldpay’s core firm for gambling controls.

But when it comes to everyday work, De Soyza indicates that his job sees him being thrown into the thick of it: ‘On a day-to-day basis you will find me rolling my sleeves up and helping out with customer pitches, customer negotiations, working on controls frameworks and working with company secretariats for delegations. The whole gamut of what you might expect I’d do for legal services in the corporate department, I still do. You might imagine that being a group general counsel, you’re actually more of a hands-off people manager. Nothing could be further from the truth at Worldpay.’

‘You can’t bluff. You can’t not know your stuff. That’s what makes the role so fun actually – the challenge of it.’

Last year saw even more impressive growth from Worldpay, with revenue up 15% to £4.5bn and the number of transactions processed up 14% to 15 billion. De Soyza comments: ‘It’s testament to the hard work the team has put in. It’s been a very strong year for us.’

While most lawyers – both in-house and private practice – are especially concerned about the impact of Brexit right now, De Soyza believes that Worldpay has a solid contingency plan. By using a regulated, licensed acquiring entity in the Netherlands, Worldpay is able to bypass any potential regulatory issues: ‘If it’s a hard Brexit to the extent that regulated firms in the UK cannot passport throughout Europe, we already have a licensed entity that can provide those services in Europe. We feel we’re in a good place at the moment in regards to that.’

Reflecting on what makes the industry unique to GCs, De Soyza says it comes from getting to grips with the technical details.

‘It’s a very complicated and technical industry. When you look at it as a consumer, it feels like it should be very simple. You take your credit card, type your numbers in and your payment goes through. However, the devil is in the detail. There are an enormous amount of rules and regulations. But on top of that, each of the franchisers, whether it be Visa or Mastercard, will have their own rules and regulations that you have to abide by. As a GC, you have to have an understanding of all those rules.’

The added pressure, he says, comes from not being able to hide when dealing with clients: ‘The customer bases at Worldpay are some of the biggest companies in the world and they themselves have very sophisticated payment functions. You can’t bluff. You can’t not know your stuff. That’s what makes the role so fun actually – the challenge of it.’

Asked if he misses working in private practice, he replies: ‘Not at all. The only thing I miss is the colleagues, but I’ve got absolutely great colleagues here. The good things about private practice for me were around the fact that I’m a technical lawyer and I love the law. Applying it was the greatest thing about private practice. The beauty of this industry is that I get that here. There is an abundance of technical work, but you also get to apply it in a business context. I couldn’t be more passionate about it.’

Asked if an in-house role is harder than private practice, De Soyza responds: ‘I don’t think it’s harder intellectually. But I do feel a great deal of responsibility to the company, the investors and mainly to my staff. I want to make sure my team is happy, fulfilled and has career development. It doesn’t escape me that, being an in-house function, there is only one general counsel, whereas in private practice you have hundreds of partners. I do feel a heightened sense of responsibility.’

tom.baker@legalease.co.uk