Phil Hagan
Group legal director
PHOENIX GROUP
2016 was undoubtedly a standout year for Phil Hagan, who is primarily responsible for a team of two other lawyers who deal with corporate activity, including M&A, corporate finance and pensions. There are 14 lawyers in the overall Phoenix Group.
The £935m acquisition of Deutsche Bank’s UK life insurance business (Abbey Life) in September, which added £10bn worth of assets under management and 735,000 policyholders to the FTSE 250 company Phoenix, saw Skadden, Arps, Slate, Meagher & Flom, Freshfields Bruckhaus Deringer and Clifford Chance advise. This was in addition to a £435m acquisition of AXA’s UK life insurance business, including a rights issue and debt facility earlier in the year.
Says one City partner: ‘Handling two large and high-profile insurance deals in such a short timescale positions Phil as one of the strongest, not to mention busiest, lawyers in the insurance sector in recent years. Both deals also strengthened Phoenix’s position in what is a rapidly consolidating market.’
Hagan, who was previously at Ashurst, also served as deputy group legal director at Resolution, before joining Phoenix Group a decade ago when the company was acquired. He reports into Quentin Zentner, general counsel of Phoenix Group, and manages a yearly legal spend of over £3m. Hagan operates an informal panel arrangement and regularly calls on Linklaters, Freshfields and Skadden for more complex transactions. Hogan Lovells is also called on for the wider group.
Another City insurance partner says Hagan ‘regularly advises senior management on strategic projects’ and ‘has been instrumental in the group’s M&A activities, combining his legal abilities with sound commercial judgement to ensure strategic goals are achieved in a heavily regulated, fast-paced environment’.
Other recent achievements for Hagan include a £1.1bn refinancing of bank debt and associated restructuring as well as the £390m disposal of Phoenix’s asset management division to Standard Life in 2014.
James Middleton
Associate general counsel
AIG PROPERTY CASUALTY
According to one private practice partner: ‘James is a lawyer who enjoys pitting himself against a challenge.’ Middleton joined AIG from the corporate team at Travers Smith at the height of the insurer’s 2008/09 crisis and has helped the group transform its European structure through several incarnations since.
Between 2011 and 2013, Middleton completed eight portfolio transfers, three cross-border mergers, seven business transfers, one solvent scheme of arrangement (a legal first for portfolio transfers out of the EU) and two renaming exercises, to create AIG Europe Ltd, a UK company with branches in 26 countries.
He then spent two years at AIG’s Paris office, broadening his skills by dealing with French insurance law, and leading a review of AIG Europe’s governance.
Since returning, Middleton has led the Europe corporate team on a number of acquisitions and divestitures, including the asset sale of six East European branches and the disposal of a 51% Hellenic joint venture interest last year. In addition, he took the initiative in November 2015 to establish AIG’s Brexit planning group and has played a leading role in the company’s management of both the run up to and aftermath of the referendum and its planning to adapt to the new regulatory and legal environment, regularly presenting to the board and US senior leadership on the subject.
As George Swan, partner at Freshfields Bruckhaus Deringer, attests: ‘AIG has been through more than most by way of restructuring over recent years and James has been at the centre of it. He has evolved into an effective and well-respected business lawyer – always on top of the complex detail and project management while artfully helping to steer the business through the decision-making process. His commitment is tremendous.’
Another private practice partner adds: ‘James combines the thought leadership, intellectual rigour and sound business judgement that is needed for a giant organisation like AIG to succeed. He’s on the path to being a group GC sooner rather than later.’
Head of legal, UK and international
RSA GROUP
Taking the role of head of legal, UK and international at the beginning of February, Jonathan Cope has quickly risen through the ranks of the RSA legal team since he joined the insurance giant in 2013 as group legal counsel. Now managing a team of ten lawyers across the UK, Ireland, Western Europe and the Middle East, Cope reports to the UK chief financial officer Scott Egan, with an additional matrix line to RSA’s chief legal officer, Charlotte Heiss. His new role will also see him lead the company’s next UK legal panel review. RPC, Pinsent Masons and Hogan Lovells currently sit on the roster.
Cope was the lead lawyer on RSA’s £773m rights issue in 2014 and across 2015 and 2016 led the company’s disposal of its non-core businesses which involved disposals in 16 jurisdictions. He also played a key role in the largest-ever RSA contract, which covered the group’s IT infrastructure in 2015. Additionally, his promotion last March from group legal counsel to managing counsel saw Cope tasked with leading the review last year of RSA’s group legal panel with assistance from Heiss and head of financial crime Peter Townsend. The review saw the number of panel firms reduced from five to three, with Slaughter and May, Linklaters and RPC winning places. Cope also took on additional responsibilities when carrying out the managing counsel role, which included helping to manage the risk and control environment through policy and committee ownership.
‘Somebody with a very big future.’
After training at Freshfields Bruckhaus Deringer, Cope specialised in private equity work, including stints at Debevoise & Plimpton and Weil, Gotshal & Manges.
Speaking on what it takes to establish yourself, Cope says: ‘Working hard and being willing to learn. Building relationships internally and externally is important. I have enjoyed the relationship with external lawyers and it is just as important in many respects as the relationships you build internally.’
Neil Brown, partner at RPC, comments: ‘Jon combines a first class intellect with sound business judgement and a very down-to-earth, personable manner. Everybody at RPC agrees that he is somebody with a very big future.’
Heiss adds: ‘Jon is an excellent commercially-minded lawyer who has been instrumental in delivering some of the group’s largest transactions. He is hard working, calm under pressure and has earnt respect at the highest levels of the organisation.’
Senior assistant general counsel
MARSH & MCLENNAN COMPANIES
Since joining Marsh & McLennan from Freshfields Bruckhaus Deringer in 2010, Nick Havers has completed a number of strategic M&A deals across the EMEA region, as well as a broad range of other corporate and commercial projects.
Since 2013, Havers’ role has widened to take on oversight for the full scope of legal and compliance work for Marsh Africa, while remaining based in London. During the same period the Marsh UK business has grown significantly through a series of acquisitions, including those of Jelf and Bluefin. Havers has led on each of these transactions for Marsh and he is also a regular speaker at industry events.
‘Nick has a tireless work ethic. He is definitely one to watch for the future.’
A partner at RPC comments: ‘Nick combines a high-calibre intellect with fantastic people skills and a distinctive personal charisma. He is extremely skilful at guiding his board and other internal clients through transactions and other challenging legal issues. He has a tireless work ethic, and still finds time for a variety of personal CSR commitments including serving as a volunteer reading partner at a school in nearby Tower Hamlets. He is always a pleasure to work with, and definitely one to watch for the future.’
Emma Hopkinson
Senior legal counsel: competition and anti-bribery
DIRECT LINE GROUP
According to one insurance general counsel (GC), Emma Hopkinson is ‘the top expert in her field, particularly on the competition law front’. Serving as a senior legal counsel for competition and anti-bribery for the last four years, Hopkinson advises Direct Line on all aspects of competition law compliance and compliance with anti-bribery legislation. She has also served as acting head of legal for claims, dispute resolution and risk. Prior to her time at Direct Line, Hopkinson was an associate at Clifford Chance before joining Barclays.
As another group GC attests, an important aspect of succession in-house is building your network: ‘Within an organisation you’ve got to be outward-looking. You’ve got to make sure you’re out there and have your finger on the pulse.’ Hopkinson, who has been involved in the International Bar Association’s antitrust committee’s cartels working group as well as being ‘heavily involved’ in the market-wide Competition and Markets Authority (CMA)’s investigation into motor insurance, more than meets this criteria.
‘Emma had to get up to speed very quickly and did an excellent job.’
Allen & Overy partner Mark Friend, who worked with Hopkinson on the CMA investigation, says: ‘There was a lot at stake for Direct Line. And Emma joined the company just as that was kicking off. She had to get up to speed very quickly and deal with some complicated and sensitive issues and did an excellent job.’
‘She is very commercial and has a lot of competition experience and she is able to command the attention and respect of very senior executives. She is very convincing.’
Senior legal counsel, principal investments and acquisitions
SWISS RE
Graham Harrison joined Swiss Re as an M&A counsel in 2015. In his time with the global reinsurer he has worked on a large number of significant projects, notably Swiss Re’s £1.6bn acquisition of Guardian Financial Services, the company’s largest acquisition in recent years.
During a busy period of M&A activity and regulatory change in the sector, Harrison’s role has expanded to support Swiss Re’s M&A and investment activity across all global markets.
‘He retains his cool and good humour even in the most testing circumstances.’
RPC partner Neil Brown comments: ‘Graham has the rare quality of combining a first-class intellect and understanding of the law, with a tenacious work ethic and excellent people skills – he retains his cool and good humour even in the most testing circumstances.’
He moved to Swiss Re from Clifford Chance’s private equity team.
General counsel
AXA PARTNERS
Emily Coupland is described by Edward Davis, group general counsel (GC) at AXA UK as ‘progressing very strongly’. Promoted last June to legal head of AXA Partners, a unit dedicated to developing and accelerating the insurer’s global partnership business, Coupland previously served as deputy head of legal for AXA UK and GC for the wealth division of AXA UK, where she led on the complicated sale last year of the AXA wealth business in the UK in a €630m tripartite sale to three different purchasers: Phoenix Group, Standard Life and Life Company Consolidation Group.
‘This was probably one of the most complicated transactions in 2016 because of the complexity of the separation arrangements,’ recalls Davis. ‘It was a single business, a complicated product mix and we had to separate the business so that you could sell the right bits to the right companies and purchasers. It probably took 18 months to get there. So it signed in April or May last year and then closed in October.’
In her role as deputy head of legal and GC for wealth for 11 years, Coupland managed a legal department budget and selected external counsel for individual matters and for the insurer’s panel as well as restructuring of the legal team and ongoing recruitment and development strategy.
In her new role Coupland is responsible for the legal and compliance professional family (consisting of 63 lawyers) formed of AXA Partners CLP (including Genworth LPI business) and AXA Assistance and Group Digital Partnerships. She is responsible for global partnership agreements as well as collaboration of legal teams globally.