Samantha Sawyer
Legal director
AMEY
Since 2008, Samantha Sawyer has worked for infrastructure service provider Amey, a subsidiary of Spanish multinational Ferrovial. Sawyer is now legal director and sits as a member of the executive team on two of Amey’s core business units, Highways and Consulting and Rail, which together account for around half the group’s revenues.
A former Ashurst corporate associate, Sawyer led on Amey Rail’s successful 2014 joint venture bid with France’s largest private transport group, Keolis, to operate and maintain London’s Docklands Light Rail services. The deal was an important part of Amey’s strategic move toward transport operations and Sawyer has since helped develop the joint venture. From July 2017, KeliosAmey will operate Greater Manchester’s Metrolink light rail network, the largest such network in the UK. Sawyer is described as ‘a real star [who is] growing in influence’ by Addleshaw Goddard partner Paul Hirst, who worked with her on the Metrolink deal. She is now working on KeolisAmey’s bid for the Wales and Borders rail franchise.
Outside the UK, Sawyer helped Amey to establish businesses in Qatar, Australia and the US, where it recently secured a contract to work on the New York Metropolitan Transportation Authority framework. She has also been helping to explore the use of digital technologies in Amey’s health and safety initiatives alongside the UK Manufacturing Technology Centre in Coventry. In late 2016, Sawyer was appointed chair of the Women at Amey group, which seeks to promote equality within Amey and develop more women into leadership positions within the company.
Christy Baker
UK legal director
FIRSTGROUP
In many sectors, Christy Baker’s seven-year tenure with the same company would mark him out as a lifer. Not so in the world of transport. ‘It is an industry that gets under your skin in a positive way,’ says Baker. ‘The breadth of challenges and issues we face as lawyers is fascinating. People tend to remain with the same company for a long time.’
A restructuring of FirstGroup’s legal function in 2016 resulted in Baker’s promotion to UK legal director, with additional responsibility for international expansion in the Asia-Pacific region.
At 14 years qualified Baker is, in transport terms, a relative novice, but he feels well positioned to deal with the industry. ‘It is not uncommon to encounter people who joined the company immediately after leaving school and worked their way up to senior management. They are phenomenally smart and hardworking and you need to earn their trust. I would like to think I’ve been around long enough to have that credibility while being flexible enough to embrace change in the sector and new ways of working in legal.’
‘I’ve been around long enough to have credibility while being young enough to embrace change.’
Baker’s seven years as a competition lawyer at Freshfields Bruckhaus Deringer has also helped prepare him for the demands of working in-house. ‘Competition law is about getting under the skin of a business. If you’re writing a merger notice you need to know the nuts and bolts of how the company makes money. That is extremely useful for seeing the commercial and operational issues that sit behind legal questions.’
The issues Baker has been involved in recently have been broad, ranging from working on a Supreme Court case concerning wheelchair access to buses, securing competition clearance ahead of FirstGroup’s new TransPennine Express franchise and overseeing the part-sale of bus operator First Scotland East. This followed the release of Competition and Markets Authority undertakings related to FirstGroup’s bus business in Scotland, ‘among the most reviewed set of undertakings in UK competition authority history’, believes Baker, who pushed hard for their release. ‘The undertakings imposed a range of constraints that affected our ability to act as a free commercial operator in Scotland, which makes their release transformational for the company.’
Samantha Spence
Head of regulatory affairs
EUROSTAR
Samantha Spence joined Eurostar as head of regulatory affairs in 2011. Her role was created following the formation of Eurostar International Ltd, a standalone entity that replaced the previous model of joint ownership by the three national railway companies that have been running train services between London, Paris and Brussels since 1994.
Eurostar’s ownership structure has continued to evolve, and in 2015 Spence led on securing EU merger clearance in connection with the UK government’s decision to sell its 40% stake in the business. The change in shareholding was subject to Phase I commitments and substantive review, leading to an intense period for Spence and her team. CMS partner Bill Carr, who has worked on a number of matters for Eurostar, describes Spence as ‘a very smart lawyer who knows how to deal with regulations as well as anyone I have worked with’.
‘A very smart lawyer who knows how to deal with regulations.’
Although Spence spends a large part of her time looking at economic regulation, she has a broader role that involves working with infrastructure providers like High Speed 1, owner of the track infrastructure operated by Eurostar in the UK, and Eurotunnel, owner of the Channel Tunnel. She has recently been appointed as the legal point of contact charged with planning and responding to major incidents, a wide-ranging brief that takes her far from regulatory affairs. Spence has also been working on the launch of Eurostar’s new London to Amsterdam service, which is scheduled to launch in late 2017.
Legal director
MULTIPLEX
Over the coming months, Tom Marke will be helping to transform London’s skyline by overseeing a number of residential and commercial developments, including the 40-storey tower at 100 Bishopsgate, the mixed-use skyscrapers at One Nine Elms, and the City of London’s tallest tower, 22 Bishopsgate.
Reporting to Multiplex general counsel Ben Keenan, Marke oversees day-to-day legal matters related to the company’s current delivery of over 30 developments across Europe and is responsible for everything from advising on pre-development risks and preparing tenders, to project management and dealing with disputes and legacy issues. Multiplex’s status as the pre-eminent contractor for complicated projects and tall structures in the UK means reputational risk management is now becoming an increasingly core part of Marke’s job. The company is also a key contractor in London’s high-end residential market, and Marke is involved in a number of prominent developments, including Holland Park Villas, One Blackfriars and The Glebe in Chelsea, which he describes as ‘the most desirable high-spec development in the world and one that will be subject to an intense amount of diligence and scrutiny in the global property market’.
‘An outstanding lawyer.’
Marke is also managing a number of significant developments for large corporate clients – Schroders’ new headquarters at 1 London Wall Place and Amazon’s European headquarters at Principal Place among them. His ability to balance the competing priorities won him praise from a number of private practice nominators. Ann Minogue, a senior consultant at Macfarlanes who was on the other side of the table from Marke on the 22 Bishopsgate and Royal Albert Dock business district developments, describes him as ‘an outstanding lawyer who can think through the complexities of a wide range of projects, frequently taking place at the same time and involving stakeholders from a number of jurisdictions and sectors, each with their own compliance and contracting challenges’.
Since he joined Multiplex six years ago, Marke has overseen the transformation of its European arm from a six-project £350m turnover business to a 30-project £1.3bn turnover business.
Legal counsel
3i INFRASTRUCTURE
As one of only two lawyers advising 3i’s growing infrastructure business, Hazel McElwain is helping it to innovate and respond to intensified competition for infrastructure assets.
As demand for infrastructure assets has driven up prices, dedicated infrastructure funds such as 3i have started to move away from so-called ‘core’ assets – regulated infrastructure assets like electricity and gas distribution networks – to focus on ‘core plus’ assets, for example car parks, diagnostic labs, data centres and motorway services areas. As well as having good asset backing, strong market positions and high barriers to entry, these companies also have operational levers that can be used to generate more attractive returns.
This new trend in the sector has led lawyers to rethink their approach, says McElwain. ‘I would describe myself now as an infrastructure lawyer who has to think like a private equity lawyer. As some of the assets that we are now targeting were traditionally considered private equity assets, we need to decide on a deal-by-deal basis whether to adopt a private equity or infrastructure approach to deal structure, financing and legal documentation. In doing so, we are creating market norms for the emerging ‘core-plus’ sector. The challenge is to create innovative and commercial precedents for this new sector, while not eroding the established private equity and infrastructure market, as this could adversely impact our other investment teams.’
3i Infrastructure is at the forefront of identifying core-plus opportunities. In 2015 it completed its first major investment, teaming up with AMP Capital to acquire ESVAGT, a Danish company providing emergency rescue and response vessels to the offshore energy industry. Last year it developed the model further via its acquisition, alongside Deutsche Asset Management, of TCR, the largest independent owner of airport ground support equipment in Europe. For McElwain, it was a significant deal: ‘The businesses we are targeting are really private equity assets, but as an infrastructure investor we have to lead with a slightly different management incentive model. The TCR deal was the first time we had really competed with private equity bidders for a core-plus asset and won, which meant the market had listened to our story in terms of pricing, financing and management incentive plans.’
McElwain started her career as a trainee at Allen & Overy (A&O) in 2006 and worked in the project, infrastructure and energy department until 2013. During her time at A&O, McElwain worked in the firm’s London, Dubai, Madrid and Paris offices and was seconded to client DP World in the role of general counsel for DP’s European business. After taking time off to travel, she spent a year working as a consultant within A&O’s Peerpoint business, primarily advising on bankability issues and financing structures for the Thames Tideway Tunnel project, before joining 3i Infrastructure.
Senior counsel
VIRGIN ATLANTIC
Since joining Virgin Atlantic in September 2013, Ahsan Gulabkhan has completed a huge number of projects, many of which have been the airline’s most significant transactions, including the implementation of its transatlantic joint venture with Delta Air Lines, the pioneering securitisation of some of its Heathrow landing slots, its first-ever Japanese operating lease with a call option and several multimillion-pound pieces of litigation. He has also been closely involved in Virgin Atlantic’s fleet modernisation programme, acting on its introduction of a new 787-9 fleet and its recent large aircraft procurement campaign, which culminated in an order for 12 Airbus A350-1000 aircraft in 2016.
Freshfields Bruckhaus Deringer finance partner Robert Murphy, who worked with Gulabkhan on Virgin Atlantic’s recent procurement campaign and was on the other side of the table in part of its Heathrow securitisation project, praises Gulabkhan’s ‘mature view that quickly gains the respect of others in the room’, adding that he has ‘a very bright future in whatever direction he decides to take’.
Gulabkhan is part of Virgin Atlantic’s senior management team and acts as lead lawyer for its aircraft finance and treasury teams and primary legal point of contact for its commercial and network teams. General counsel Julian Homerstone speaks of Gulabkhan’s ability to ‘operate beyond his seniority’ by demonstrating the ‘ability to not only understand the larger commercial picture, the needs of the business and use this understanding to help push deals to successful conclusion, but to also retain a close eye to the detail of a transaction’.
‘A proper lawyer who stays close to the detail while making deals happen.’
He has also helped develop relations with external counsel and frequently acts as a point of contact between teams, translating the business’s commercial and technical requirements into clear instructions and expectations. Paul Briggs, joint head of Bird & Bird’s aviation group, has worked with Gulabkhan and describes him as ‘a proper lawyer who stays close to the legal and drafting detail [while] making deals happen’ and tips him as ‘a future leader at Virgin Atlantic, in the aviation industry or back in a law firm’.
Airline industry expert Jeffrey Peterson, who spent two years as the chair of the aviation law committee of the International Bar Association and now heads Dorsey & Whitney’s Vancouver office, says that he has ‘witnessed [Gulabkhan’s] lawyering, creative thinking and leadership on matters ranging from extremely trying negotiations of billion-dollar contracts to legal management of subtle commercial deals. [He] is making a very positive impression well beyond his in-house colleagues at Virgin Atlantic and is truly a rising star in both the aviation industry and legal profession’.
Norton Rose Fulbright disputes partner Robin Springthorpe says Gulabkhan epitomises the qualities of a rising star: ‘I treat Ahsan just the same as a mature general counsel since he is a capable, strategic thinker fully in tune with the requirements of the business.’
Legal director, Earls Court
CAPITAL & COUNTIES PROPERTIES
Capital & Counties Properties (Capco), the FTSE 250-listed owner of Covent Garden, is also the property company behind one of Europe’s most ambitious brownfield projects, the Earls Court Masterplan. The proposed £8bn regeneration of a 77-acre site adjacent to some of the city’s most expensive real estate will introduce a level of operational and legal complexity rarely encountered by developers. To make matters more complicated, the site sits above two tube lines and the West London Line.
Navigating this complexity has fallen to Alison Fisher, legal director for Capco’s Earls Court project since 2013. Fisher’s role in the early phase of the project has marked her out as ‘one of the outstanding young real estate and development lawyers in the UK [one whose] work is helping to provide a template for complex development projects’, according to Herbert Smith Freehills partner Don Rowlands.
‘One of the outstanding young real estate lawyers in the UK.’
The City of London’s growing focus on estate regeneration adds a further layer to the project, which includes a phased land transfer and development of the West Kensington and Gibbs Green estates to allow them to be included in the comprehensive regeneration of the area. Fisher, who trained at Linklaters and spent more than ten years in private practice before joining Capco as in-house counsel in 2013, says that working with management and commercial teams to overcome challenges is part of the attraction of her role.
The project has also seen Fisher working with TfL, with whom Capco entered into a joint venture in 2014. This was TfL’s first ever property-related joint venture, but its success has since seen the transport provider adopt it as a template for future work in the property space.