Anna Lawrence
Legal director, offer and supply chain
KINGFISHER
Anna Lawrence is legal director of Kingfisher’s offer and supply chain business unit. Formed in 2015, the business brings together the buying teams for a large portfolio of home improvement brands, including B&Q and Screwfix in the UK and Brico Dépôt and Castorama in France, with Lawrence now overseeing everything from managing relationships with suppliers to monitoring IP on thousands of product lines globally.
‘When you think of IP you tend not to think of toilet seats,’ says Lawrence, ‘but securing ownership of brands and monitoring potential infringement is a huge part of our operations. We have a diverse product range, including our own brands and those of others, sourced across a global supply chain. That creates an interesting dynamic in terms of IP ownership and competition law.’
The implications of the UK Modern Slavery Act and other reporting requirements on global supply chains have also led to a big change in her role. ‘Most retailers source from a wide range of jurisdictions, many of which are notoriously difficult to monitor. Scrutinising the upstream supply chain to make sure we are robust as a business is an increasingly important part of my job.’ Lawrence spent two years at Kingfisher’s buying office in Hong Kong and says the experience of working with suppliers in China was invaluable in understanding how the company’s supply chains operate. ‘In-house lawyers focus on the risks and challenges facing their own business, but visiting suppliers’ factories helps you see the challenges they face. That gives some tangibility to an otherwise abstract debate and helps both sides work together combating supply chain risks.’
‘A strong leader and incredibly respected.’
As a self-described ‘supply chain geek’, Lawrence works hard to instil this engagement in detail in her team: ‘We are the pivot between a large number of functions, from commercial to supply chain to quality design and marketing. I am always keen to make sure my team appreciates how interesting their job is! At the same time, I emphasise that a strong in-house lawyer understands their audience’s level of interest and interacts accordingly. Business just wants to know if they can do something; they don’t want to see all your workings.’
Lawrence began her career as a trainee in the finance practice at Allen & Overy in 2003. After qualifying into a collateralised debt obligation sub-team she decided to look in-house. ‘Having Magic Circle training was fantastic, but I could see the future was very niche and knew it wasn’t for me. I knew I would prefer working in commerce and industry and never regretted it.’ Lawrence took a number of in-house roles, working as legal counsel at Rolls-Royce, Johnson Matthey and Premier Foods before joining Kingfisher in 2012. Former Kingfisher GC Clare Wardle identifies Lawrence as ‘a strong leader within the company’ who is ‘incredibly respected’.
General counsel, global functions, litigation and Africa
DIAGEO
A lesson to young lawyers: acting on impulse can take you to unexpected places. In the early 2000s US-qualified Randall Ingber was on the partner track at New York practice Coudert Brothers. Most ambitious young lawyers are desperate to work in New York, but Ingber was planning to get married and made the unusual request for transfer to the firm’s Sydney office. He retrained and qualified in New South Wales, which paid off when he moved in-house as Diageo’s regional counsel for Australia in 2004.
In 2008, Ingber was appointed regional counsel for South-East Asia and India. ‘Moving from a single, sophisticated legal regime like Australia to a region where I had to support a range of markets in all stages of development improved me as a lawyer, but it also gave me insight into the way a huge part of the world operates,’ says Ingber. ‘Many multinationals are looking to emerging markets for growth and that front-line experience helped prepare me for my role at headquarters in 2011. Experiencing fast-moving, emerging markets first hand is certainly something I advise younger in-house lawyers to do wherever possible.’
‘An incredible lawyer.’
Ingber now handles all of Diageo’s significant global disputes and manages a team at its head office in the UK. Since July 2016 he has served as general counsel for Africa responsible for a team of lawyers based in Diageo’s various African markets. Says Ingber: ‘One day I can be looking at legal issues in Tanzania, the next focusing on board issues in India or class-action lawsuits globally. But the most rewarding aspect of it is undoubtedly helping junior members of our team develop their careers.’
In this environment, Ingber observes: ‘Being a good in-house lawyer is no longer only about being good at finding legal answers. The number one thing I look for when I’m hiring is EQ and the ability to build meaningful relationships, built on trust.’
Nominators emphasised that Ingber has these qualities. One partner at Addleshaw Goddard describes Ingber as ‘an incredible lawyer who has been in the thick of some of Diageo’s most significant matters’. Simon Nicholls of Slaughter and May, who worked with Ingber on Diageo’s integration of United Spirits in India, calls Ingber ‘one of the best lawyers I have worked with. An incredibly intelligent guy handling hugely complex matters at a large plc at a relatively young age.’
Head of legal
JOHN LEWIS
One nominator describes Georgina Foggin: ‘An amazingly talented counsel who impresses everyone that works with her. Lawyers of a certain vintage find it enviable and slightly upsetting that someone so young has developed so quickly as a commercial adviser.’
Foggin, who became head of legal for John Lewis in 2015, comments on her role: ‘The culture of the company is about throwing yourself into the business and applying your legal knowledge to help it grow. Having an interest in retail is much more important than the length of time you’ve been qualified.’ A litigator by training, Foggin’s first move to retail came in 2010 when she joined Dixons to work under general counsel (GC) Helen Grantham (now GC at The Co-operative Group). Foggin now works under Keith Hubber, GC and company secretary at the John Lewis Partnership. As a member of the executive committee, Hubber is accountable for legal and corporate governance at the partnership level, while legal matters relating to the group’s two main operating divisions – John Lewis and Waitrose – are handled by Foggin and Catherine Hasler, head of legal at Waitrose.
The matters Foggin deals with range from negotiating contracts with merchandise suppliers and outsourcing providers, to looking at competition law issues and overseeing IP and clearance for the John Lewis Christmas advert. The group’s ownership structure, which gives each of its 88,900 employees a stake in the company, adds an extra layer of complexity to the legal role, though Foggin says it has helped develop her as a lawyer: ‘One thing I have learned here is the ability to explain legal concepts in a non-legal way. That is necessary interacting with our wide partner base, but also an extremely useful skill when communicating with senior business colleagues.’
‘It is slightly upsetting someone so young is so developed.’
Foggin’s legal skills have also been developed by the challenging conditions in the UK high street. ‘The volatility of sterling means costs are increasing at a time when pure-play competitors like Amazon are pushing down margins. We need to work hard as a legal team to allow the business flexibility. Long-term agreements may no longer work and we need to look for new types of commercial relationship.’
John Lewis’ recent joint venture with Clipper Logistics, signed in November 2016, offers a good example of how these new relationships may look. The deal, which allows third-party vendors to use John Lewis’ next-day delivery to store service, has already won a number of awards for supply chain innovation. Foggin, who led negotiations on the legal aspects of the joint venture, says it will allow a wider range of retailers to offer click-and-collect services. It will also help John Lewis to make more efficient use of its logistics.
Head of legal – commercial and competition
SAINSBURY’S
The recent surge in UK competition litigation has seen a number of retailers bring claims against payments companies for alleged excessive interchange fees. In July 2016, the UK Competition Appeal Tribunal ordered MasterCard to pay Sainsbury’s damages of £68.5m – the largest ever anti-competition award in Europe. The decision to act alone rather than as part of a class introduced a considerable risk and complexity to the case pursued by Sainsbury’s, and was largely thanks to the work of Edward Anderson.
‘The reality of litigation is a board will often ask “what are our competitors doing?”‘ says Anderson. ‘You need to avoid that type of confirmation bias and believe in the merits of your own case. We wanted to progress at speed and not be held back by what others were doing.’ Anderson, who previously served as general counsel for the mergers division at the Office of Fair Trading and Directorate-General for Competition at the European Commission, was well placed to understand the risks, but it was still a hugely testing time.
‘Companies are generally reluctant to enter into big litigations and I was putting my CEO and CFO in the witness box, so I had to be absolutely certain that we could win. That certainty is not just about knowing the law. Most in-house teams are not set up to work on cases like this, so collecting the right evidence and managing internal communications can be hugely challenging.’
Anderson leads a team of nine lawyers, two of whom work exclusively on competition issues, but he also had to bring in a number of experts to work on the case. ‘I was leading a large, multidisciplinary team of economists and lawyers while controlling communications down to group level.’ If this were not challenging enough, Anderson used a new form of predictive coding to collect evidence and manage costs. Sainsbury’s has since launched a similar case against Visa, reflecting the change in mentality Anderson introduced at the company.
The case marked the beginnings of a year that few lawyers will experience and fewer will envy. Following the tribunal, which ran from January to early March 2016, Anderson was drawn into a second complex competition case relating to the sale of the Sainsbury’s pharmacy business to Celesio, owner of the LloydsPharmacy chain. The deal went into a Phase II merger control investigation, meaning six months of intense work for Anderson and his competition team. He was also involved in the competition aspects of Sainsbury’s acquisition of Argos parent company Home Retail Group, which closed in September 2016.
On the commercial side, 2016 saw Anderson lead on an agreement with Euro Garages to operate the first-ever franchise agreement involving the Sainsbury’s brand. ‘For our business, brand is everything so it was very stressful. However, the franchise agreement reflects changes in retail that are interesting as a lawyer. Retailers are all looking for a way to respond to squeezed margins and there will be a lot more partnerships of this nature in the sector.’
Legal counsel
ADIDAS GROUP
The attractive side of Alex Herrity’s role sees him negotiating sponsorship agreements with European football clubs, players and Olympic athletes. It is not difficult to see why training in-house at adidas appealed to him. ‘A lot of young lawyers determine their practice area and firm by thinking about the types of clients they want to work for,’ says Herrity. ‘I knew I wanted to work for adidas, so I cut out the middleman.’ In turn, he has shown the benefits of training young lawyers in-house.
In recent years the adidas North Europe legal and compliance team has had a focus on new technology, but Herrity, still in his 20s, has brought an inventive ethos to the team. ‘Laborious drafting has long been a rite of passage for young lawyers,’ he says, ‘but much of the work we do from a first-draft perspective could be automated. When we looked at automation externally, the timescales quoted by IT service providers were not cost-efficient. We thought there was an opportunity to tackle this internally so I offered to look into how we could make it work.’
Relying on a combination of books, web forums and the occasional YouTube video, Herrity taught himself to write computer code in his spare time. The resulting code takes data held by the finance and sales teams to generate over 4,000 trade investment packages, each individually amended to the requirements of a particular customer, in just 20 minutes. Herrity is now working to widen the scope of the project to cover more jurisdictions and languages. He is also exploring how more complex contracts and documents might be automated in areas such as sports marketing and human resources.
‘Alex combines everything you expect from a high-performing in-house lawyer.’
‘Knowing the code you’ve written has automatically generated documents that deal with significant financial investments for the business is obviously hugely rewarding for a commercial lawyer,’ says Herrity.
Herrity’s curiosity about legal processes and his willingness to push new ideas caught the attention of nominators. In the words of one external counsel, he combines ‘everything you expect from a high-performing in-house lawyer – technical expertise, commercial experience, strong business relationships, international outlook and a great work ethic – with a number of “new world” skills that mark him out as someone who will thrive in a digital future’.
This has not gone unnoticed by Herrity’s boss. ‘Alex is a key member of the adidas global legal and compliance team and thoroughly deserves his place in the Powerlist 2017,’ says Pinder Sandhu, adidas’ regional general counsel for Western Europe. ‘Excellent legal and commercial acumen is supplemented by non-traditional legal skills and a desire to innovate. He brings a different dimension to the team.’
Head of legal – M&A
BRITISH AMERICAN TOBACCO
Since joining British American Tobacco (BAT) in 2012 from Allen & Overy, Craig Harris has advised on all the company’s major acquisitions – and there have been a lot. In January 2017, he was present when BAT signed an agreement to acquire 57.8% of Reynolds American – owner of the Camel, Pall Mall and Kent brands – for $49.4bn. For Harris and the M&A team, the process was intense.
‘Because of the nuances of US takeover law we had to make our offer to the Reynolds board public as soon as we approached them in October 2016. This meant that a small team of insiders had to work incredibly hard to prepare the offer, obtain board approval and be prepared for the external reaction while making sure no information was leaked. To complicate matters, the new Market Abuse Regulation governing the treatment of inside information in the UK came into force at this time. Once we had shaken hands on price, the merger agreement was completed in seven days, which is incredible for a deal of this size. It was a crazy time for all of us but it is certainly one of the most interesting deals I have ever been involved in!’
The deal will see BAT become triple-listed in New York in addition to London and Johannesburg. When it closes in quarter three 2017, it will be by far the largest acquisition in the history of the tobacco industry. Previously, the largest tobacco acquisition had been Reynolds’ 2015 purchase of Lorillard for $24.7bn, a deal BAT helped finance by contributing $4.7bn and which Harris also advised on. It was another complex transaction that combined the second and third largest players in the US market and required strategic divestments to Imperial Brands before antitrust clearance was granted.
Harris also has taken the lead advising on several smaller but no less significant acquisitions. In 2015 he acted on BAT’s purchase of Blue Nile Cigarette Company, a Sudan-based acquisition that was complicated by sanctions restrictions, BAT’s $2.7bn tender offer and delisting of Souza Cruz, and the €550m acquisition of Croatian cigarette maker TDR.
For over 100 years BAT has been offering more or less the same product – and making some of the highest profit margins in the world – but, like many companies in the sector, it is now paying attention to potential disrupters. As a result, less traditional acquisitions are becoming an important part of Harris’ role. In 2012 he was the lead lawyer on BAT’s acquisition of UK electronic cigarette company CN Creative, which went on to produce the first e-cigarette to obtain Medicines and Healthcare Products Regulatory Authority (MHRA) approval. In 2015 Harris advised on the purchase of Chic, the largest e-cigarette company in Poland, and in 2016 helped BAT acquire Ten Motives, the leading e-cigarette company in the UK. He also worked on BAT’s collaboration agreement with Reynolds, cross-licensing the two companies’ IP rights for next generation vapour products.
These changes to the industry have introduced fresh challenges for Harris. ‘Dealing with start-ups can be difficult for an M&A lawyer. Forecasted profit expectations are incredibly difficult and as with any new tech, you have to ask if you’re buying a MiniDisc when the iPod might be around the corner. For BAT IP work has become much more complicated as alongside our trade marks the importance of our patent portfolio has significantly increased. It has moved me out of my comfort zone.’
Senior corporate and commercial counsel
TATE & LYLE
Legal work and farming is an unusual professional combination, but in the rare moments when he is not occupied by corporate and commercial matters at UK multinational agribusiness Tate & Lyle, Ben Woolf finds time to help manage the family farm. Woolf had originally planned to be an agriculture lawyer, but following his training at a specialist agricultural practice in Ipswich he realised transactional work might be for him. He joined Suffolk-based law firm Birketts before moving in-house at Tate & Lyle in 2007.
Since then, Tate & Lyle has moved from predominately a commodity company to focus more on speciality food and ingredients, a transformation Woolf helped to bring about by acting on a number of its most important deals, including the 2010 sale of a core sugar refining business to ASR Group. In 2015 he oversaw the restructuring of Tate & Lyle’s joint venture with Chicago-based ADM. The agreement saw the UK company securing full ownership of a speciality food processing plant in Slovakia, along with €240m in cash, while relinquishing control of three plants. Last year, an even thornier problem arising from a joint venture in China led to Woolf working on a fairly extensive litigation and Hong Kong arbitration.
Like many in the sector, Woolf has also been occupied by an increased focus on ethics and compliance. ‘Dealing with the risks in a way that catches the interest of our colleagues is the big question lawyers now face, and it is an even bigger challenge for a company that operates through joint ventures and sometimes quite small operations in places very far from headquarters. You can develop a great programme in London, but that’s not necessarily where your risk lies.’
Emma Anthony
Senior legal counsel
SELFRIDGES
Described by Eversheds partner David Young as ‘a role model for in-house lawyers’, Emma Anthony supports the day-to-day operations of the Selfridges business. Reporting to director of legal, Sarah Hemsley, Anthony and a team of four lawyers serve as a first point of contact for the store and its staff, covering everything from brand protection and IP to negotiating independent retailer concessions.
Selfridges’ four UK stores form part of the wider Selfridges Group, which consists of the high-end retailers Brown Thomas in Ireland, Holt Renfrew in Canada, and De Bijenkorf in the Netherlands. Until recently, Anthony was additionally responsible for overseeing legal affairs at Brown Thomas. Although she handles the same range of issues that face in-house lawyers in any large retailer, dealing in luxury lines adds its own challenges.
‘We have very discerning consumers for whom the physical experience of shopping in one of our stores needs to be perfect,’ says Anthony. ‘As a legal team, we therefore get pulled into ambitious new projects that raise all sorts of interesting questions. For example, personalising in-store offerings to differentiate the Selfridges experience from that of any other store has been a big focus for us, but balancing that against data protection laws and other forms of compliance raises new questions. It’s what makes the in-house role exciting. It calls on you to understand the business and its customers, and have the curiosity to explore how legal developments may affect them, rather than know the black-letter law.’
While London remains Selfridges’ flagship store, visiting on-the-ground staff at its stores in Birmingham, Manchester and Edinburgh is a big part of Anthony’s job. ‘Getting out to our various locations and giving legal training is an important way of eliminating legal risks at an early stage. Raising awareness of how issues like data protection, consumer rights or even something like the Modern Slavery Act can impact the business is a critical first line of defence.’
Anthony had initially intended to go to the Bar and qualified in 2009 following a pupillage at a barristers’ chambers. However, interim placements at Harvey Nichols, Jimmy Choo and Paramount persuaded her to change course. ‘Pupillage was a stark contrast to in-house work. I realised I enjoyed working for a brand and helping a company address its challenges rather than addressing purely legal questions.’ She joined Selfridges in 2014 following a spell at Allen & Overy’s commercial team, via a number of secondments and seven months in Beijing. ‘Even if you ultimately want to work in-house, spending time at an elite firm certainly helps with career progression. You need to be confident to succeed in-house because there is always an element of push-back against the business when you’re assessing risks.’
Anthony will be joining YOOX Net-A-Porter Group as UK head of legal in May 2017.