SKYSCANNER
Industry/sector: Travel
Founded: 2001
Founders: Gareth Williams, Barry Smith, Bonamy Grimes
General counsel: Carolyn Jameson
Founded in Edinburgh in 2001, Skyscanner has revenues of £120m and has offices in Edinburgh, Glasgow and London in the UK with additional offices in locations including Singapore, Beijing, Miami, Barcelona, and Tokyo. The site is available in over 30 languages and on average is used by 60 million people per month.
The flight and holiday comparison website hit headlines last year when the company was sold to the largest travel company in China, Ctrip, for £1.4bn in what was Scotland’s biggest corporate deal of 2016.
Pinsent Masons, Travers Smith and Skadden, Arps, Slate, Meagher & Flom all won roles acting on the sale.
Skyscanner’s chief legal officer Carolyn Jameson was the executive officer responsible for running the deal from start to finish and covers all legal, M&A, public and regulatory work for the company’s consumer and business-to-business arms.
The eight-person legal team was also named Legal Business In-House Team of the Year in 2016 for their role in helping Skyscanner become the world’s fastest-growing travel site.
Speaking to Legal Business following the acquisition, Jameson said Ctrip’s involvement would help Skyscanner move to the next level. ‘We have an existing business in China, but this will give us an opportunity to learn and grow faster in that market, and leverage Ctrip’s product investments and insight learnings elsewhere. Ctrip uses advanced payment technologies for instance. At the same time they will benefit from what Skyscanner have learnt operating very internationally.’
Prior to the company’s acquisition by Ctrip, Skyscanner had an acquisitive nature, purchasing Chinese metasearch company Youbibi and Budapest-based mobile app developer Distinction in 2014 and door-to-door travel site Zoombu in 2011.
In January 2016 the company picked up $192m in primary and secondary investments from five investors at a $1.6bn valuation, double its $800m valuation in 2013.
SNAP INC
Industry/sector: Social media
Founded: 2011
Founders: Evan Spiegel, Robert Murphy
General counsel: Chris Handman (US), UK director of legal, David Lewis
American technology and social media giant Snap Inc is responsible for products including the hugely popular Snapchat, an image messaging and multimedia mobile app, as well as the wearable camera ‘Spectacles’ and the Bitmoji app –from the acquisition of Bitstrips last year.
Snap has grown exponentially since its inception in 2011, with the company going public on the New York Stock Exchange at $24 a share and a market capitalisation of around $33bn on 2 March this year – a startling price to put on a business with less than 2,000 staff, twice the size of Facebook when it went public in 2012. Co-founders Evan Spiegel and Bobby Murphy will retain controlling power over all matters at Snap following the IPO, which US firm Cooley has taken a lead role on. The offering is the largest US tech float since e-commerce company Alibaba’s IPO in 2014 and the largest for a US-based tech company since Facebook’s offering.
Cooley, has been a long-term legal adviser to the company with the firm’s corporate and securities partner Eric Jensen serving as Snap’s relationship partner.
The company also used Cooley in 2014 to settle an ‘ousted founder’ legal battle for $157.5m with Stanford University classmate Reggie Brown, who claimed that co-founders Spiegel and Murphy had taken his original idea and pushed him out of the company without compensation.
Snap Inc, which rebranded from Snapchat last year, has completed numerous acquisitions in the past 12 months, including mobile search app Vurb for $114.5m, augmented reality Israel-based start-up Cimagine Media for $30m and ad technology company Flite for an undisclosed sum.
Chris Handman, an ex-Hogan Lovells partner, is the company’s general counsel (GC), based at the company’s headquarters in Venice, California. In the UK the company’s director of legal and associate GC is David Lewis, who joined five months ago from charity Comic Relief.
Industry/sector: Food and delivery service
Founded: 2001
Founders: Jesper Buch, Henrik Østergaard, Christian Frismodt, Per Meldgaard
General counsel: Jeff Eneberi
Just Eat has grown from humble origins, from a Danish basement to a FTSE 250 global online takeaway ordering service which acts as an intermediary service between independent take-out food outlets and customers. Today the business has over 14.2 million customers worldwide, with over 64,000 restaurants to choose from and reported order growth in the UK last year of 31%.
In 2014 Just Eat became the first company to IPO on the high-growth segment (HGS) of the London Stock Exchange, in what was London’s largest tech float in years. Then the company officially entered the FTSE 250 Index following its move from the HGS to a premium listing.
2016 was a particularly busy year regarding M&A for the company, which made two acquisitions in December. The company acquired its competitor hungryhouse for £200m, with a further cash amount of up to £40m subject to the performance of hungryhouse between the signing and completion of the transaction.
Hungryhouse was an online food company operating solely in the UK, with a comparable business model to Just Eat. In the same month, Just Eat acquired SkipTheDishes for £66.1m, one of Canada’s largest online food delivery marketplaces. Just Eat’s main competitors are Deliveroo and Grubhub.
The company has also made notable strides in food tech innovation, bringing together tech in the fields of virtual and augmented reality, AI, and self-driving delivery robots aimed at transforming how people discover and order food.
At press time, general counsel Jeff Eneberi announced he was stepping down from the role after six years. Previously a senior legal counsel at Shell, Eneberi has been responsible for managing the company’s M&A and leading deal-making activities worldwide as well as managing the post-acquisition integration phases of deals. He was also part of the senior management team that led Just Eat’s IPO.
Industry/sector: Research and data security
Founded: 2012
Founders: Husayn Kassai, Ruhul Amin, Eamon Jubbawy
General counsel: Emma Jelley
Listed as one of Bloomberg’s Business Innovators in 2016, Onfido is a startup that uses artificial intelligence (AI) to carry out complex background checks on customers, contractors and employees which includes identity, right to work, document image, criminal record, credit, education, employment history and negative media checks.
The system, which is based on machine-learning also uses facial recognition, passport and ID card verification technology via webcam. Checks are carried out on individuals in 132 countries and the company works with over 1,000 clients globally, including JustGiving, Crowdcube, Deliveroo and BlaBlaCar. The company has three offices, in London, Lisbon and San Francisco and employs around 145 people.
Founded in 2012 by Eamon Jubbawy, Husayn Kassai and Ruhul Amin, who are all in their 20s, the company secured $4.5m in funding in 2015 from lead investor EU fund Wellington Partners Venture Capital, which allowed the business to expand further into the US market and launch in other European countries. Other investors include CrunchFund and specialist advisers and investors include Brent Hoberman (co-founder of Lastminute.com), Nicolas Brusson (chief executive and co-founder of BlaBlaCar), Greg Marsh (chief executive and co-founder of Onefinestay), Spencer Hyman (co-founder of Artfinder) and Dan Cobley (former managing director of Google UK).
Just last year Onfido closed a $25m Series B funding round which drew support from Idinvest partners, CrunchFund and Wellington Partners. At the time Kassai said the funds would be used to scale the business’s US operations and to continue developing its machine-learning based technology.
At the end of last year the company made headlines when it hired Google’s longstanding UK and Ireland legal chief Emma Jelley (pictured) as general counsel (GC). Jelley, who oversaw Google’s legal operations in the UK and Ireland since 2007, was previously an associate at legacy Lovells. Jelley was also seconded to pharma giant GlaxoSmithKline in 2004 and luxury fashion house Gucci in 2006 during her time in private practice.
Also featured in Legal Business‘s 2014 GC Powerlist, Jelley was described by one commercial disputes lawyer at a leading UK law firm at the time as ‘incredibly impressive. She has an enormous remit and handles it with humour, grace and a fierce intellect’.
One admirer notes: ‘She is great to deal with, she takes on board advice but challenges where necessary.’
BRANDWATCH
Industry/sector: Research/online analytics
Founded: 2005
Founder: Giles Palmer
Head of legal: Dylan Marvin
Brighton-based Brandwatch is a leading social media monitoring system which summarises content on the web and gathers millions of online conversations to provide users with the tools to analyse the information and make business decisions based on the data provided. Users can also analyse their brand’s online presence through blogs, news sites, forums and social networks, including Twitter and Facebook.
The company, which began in Brighton in 2005 has had an impressive business trajectory, expanding its presence to offices around the world in locations including New York, San Francisco, Berlin, Paris and Singapore. With over 300 employees it is used by over 1,200 brands and agencies, including Unilever, Cisco, Whirlpool, British Airways, Heineken, Walmart and Dell.
Brandwatch has received over $60m in funding rounds over the last five years. In March 2012 the company received $6m from Nauta Capital, and in 2014 the company gained $22m from a new round of funding led by Highland Capital Partners Europe.
In 2015, Brandwatch raised $33m in Series C funding, led by Partech Ventures, to invest in further growth in the US.
In 2014 the company acquired PeerIndex, a London-based company providing social media analytics based on footprints from the use of major social media services and in the same year partnered with Gnip – now owned by Twitter – to release a new application that would allow users to access more social data and analytics.
Brandwatch’s head of legal is Dylan Marvin, who joined the company in 2015 from e-commerce marketplace Groupon.
SHAZAM
Industry/sector: Music
Founded: 1999
Founders: Chris Barton, Philip Inghelbrecht, Dhiraj Mukherjee, Avery Wang
General counsel: Antonious Porch
Downloaded over one billion times, Shazam – a music discovery app for personal computers and smart phones – is one of the UK’s few tech ‘unicorns’ and can identify music broadcast from any source, including radio, television, and cinema.
The app, which uses a smartphone or a computer’s built-in microphone to gather a brief sample of audio, creates an acoustic fingerprint and compares it against a central database of over 11 million songs. The user is then provided with the name of the track and the artist and information such as lyrics, video, artist biography, concert tickets and recommended tracks.
Earlier this month, Shazam announced the launch of a massively scaled augmented reality (AR) platform for its brand partners, artists and global users. Shazam’s new platform can bring any marketing materials to life including products, packaging, advertising and events by utilising the app to scan unique ‘Shazam Codes’. The codes are capable of delivering AR experiences, including 3D animations, product visualisations, mini-games and 360-degree videos.
An early example of Shazam For Brands was the Coca-Cola ‘Share a Coke and a Song’ campaign, which used Shazam-enabled bottles. When consumers scanned lyrics on specially marked bottles and signage, they were able to record a digital lip-sync video and share their creations on social media with the hashtag #ShareaCoke.
Last year the company reached a financial milestone with a valuation of $1bn after its most recent round of funding. The app, which is backed by venture fund Institutional Venture Partners, is tipped for a possible flotation this year. Other investors include Kleiner Perkins Caufield & Byers, the Silicon Valley venture capitalist firm, and DN Capital.
New York-based Antonious Porch is the company’s general counsel, following Bridget Kerle’s appointment in November 2015 to company secretary.
LYST
Industry/sector: Fashion retail
Founded: 2010
Founders: Chris Morton, Sebastjan Trepca, Devin Hunt
Head of legal: Emma McFerran
Founded and headquartered in London, but with another office in New York, Lyst is a ‘social curation programme’ for more than 11,000 fashion brands, including high-fashion houses Alexander Wang, Burberry and Balenciaga as well as high-street brands Topshop and Acne.
Users can create a personalised shopping experience and shop using a single universal checkout. As well as browsing products from designers, Lyst uses machine learning to recommend products to users and ‘Runway Tracking’ technology to view images and let users know when a particular item comes into stock. In 2013 the company was named as one of the UK’s Future Fifty – a network of 50 of the UK’s fastest-growing, late-stage, disruptive tech companies.
The same year Lyst launched its first mobile application for the iPhone and its integrated checkout, which allows users to purchase products from multiple retailers.
There are currently a number of aggregating sites, including Farfetch, Shoptiques and Pinterest but Lyst’s sheer number of suppliers, focus on fashion and use of algorithms to personalise shopping marks the company out from its competitors.
Lyst is also backed by a range of high-profile investors, including Accel Partners (behind Facebook and Spotify) and Balderton Capital (backers of YOOX and MySQL). And the company is supported by the teams behind fashion houses Oscar de la Renta, Michael Kors and Tory Burch. It was founded in 2010 by Chris Morton after he stopped working as an investor at Benchmark Capital and Balderton Capital.
As of 2015 Lyst had sales in 154 countries and saw sales reach $150m, up from $40m the year before. The same year the company raised $40m in a Series C round of funding led by the largest shareholder in the Louis Vuitton brand, Groupe Arnault alongside Accel Partners, Balderton Capital, 14W, Draper Espirit and a New York-based hedge fund. The funding was to expand the company’s US and London operations and support Lyst’s global expansion. This round of funding was in addition to $14m raised the year before, bringing the total funding to around $60m.
Head of legal and operations at Lyst is Emma McFerran, previously an associate at Latham & Watkins.
Industry/sector: Online ticket exchange
Founded: 2000
Founders: Eric Baker, Jeff Fluhr
European head of legal: Paul Peake
An online ticket exchange that was bought by e-commerce giant eBay in 2007 for $310m, US-based StubHub has grown into a successful business in its own right, last year expanding across Europe, Latin America and Asia following the $165m acquisition of Spanish competitor Ticketbis. The deal means that StubHub now operates in 47 new markets, and has gained 400 new employees. Last year the site accounted for $869m in quarterly gross merchandise volume and $177m in revenue – a 34% increase on 2015.
ABC has stated that StubHub has ‘become the ticket scalper of the digital age, the ultimate middleman to shake up the way people interact to buy and sell tickets to almost any concert, theatre performance or sporting event’.
‘StubHub [was] set up initially in the UK in 2012 with the idea to expand organically into different markets,’ comments the company’s European head of legal, Paul Peake. ‘We set up in Germany a couple of years later, then France, Mexico, Switzerland and Austria in 2016 and that was organic growth. Our biggest competitor was Ticketbis and we decided to buy that company in August 2016. Now, in terms of global footprint, we are a truly global marketplace for ticketing. We have a presence in 48 markets in total.’
Peake, who joined StubHub from eBay at the beginning of 2016, works alongside European legal counsel Dóra Dávid in the UK, with the support of a five-person legal team based in Spain. While Peake concedes the team is small, he says there are plans to grow this year.
‘We don’t have specific remits in the UK, but Dóra has fantastic language skills so she takes responsibility for the general markets – the Swiss markets, the Austrian markets. Everything else we split depending on capacity.’
The legal team works with preferred firms in the UK and Europe, with Peake opting for merger partners CMS Cameron McKenna and Olswang in the UK while launching a new informal panel for Europe to include the new jurisdictions – the Nordics, France, Belgium and the Netherlands – which the company has not traditionally operated in. ‘There are not that many law firms on our UK panel that are able to offer truly pan-European services so we tend to go local. We had existing relationships when I joined here, I have kept most of those and developed a new relationship with CMS.’
Perspectives: Paul Peake, head of legal, Europe, StubHub
It is a US-based company and the history is that it was acquired by eBay in 2007, so it has operated from 2007 and eBay brought it into the marketplace family. It is a marketplace that allows sellers to sell and buyers to buy. In the US it has scaled up very quickly and is the dominant secondary marketplace exchange. If I compare the US business with the international business, the US business is considerably bigger.
How is working for a fast-growth company different from working in a FTSE 100 or FTSE 250 company?
In terms of risk appetite within the business it is entirely different to a FTSE 100 or FTSE 250 company. I have worked in multinational companies like eBay or adidas and they have set corporate governance structures and that affects their risk appetite as a business because, obviously, their numbers are bigger so the risk is so much higher. You always have to take that hat off and put on a different hat when you are dealing with a company like StubHub or any growth company like Uber or Made.com. They will all say exactly the same thing: ‘The business is so keen to grow, if you apply the same corporate governance structure and risk profiles as you would with a traditional multinational company – the company will never grow.’
What is the biggest challenge of working in a fast-growth company?
The biggest difficulty is navigating a regulatory minefield that is either restrictive to your industry or just doesn’t exist because of the nature of the new business model.
StubHub, like Uber or Airbnb, operates in markets that are either highly regulated or it is so novel and new, the law has not yet grappled with that new business model. We are trying to use existing laws as well as campaigning heavily for new laws to try and accommodate that industry. If I look at my role here compared to multinationals, I spend 50% of my time dealing with regulatory matters – across all jurisdictions. It is dealing with or anticipating regulatory change. Because the difference is it can open or close your market overnight.
What is the biggest piece of work you have completed in your time at StubHub?
The Ticketbis acquisition was massive; we added more than 400 employees and gained a presence in 47 markets. It was a long due diligence process in terms of the acquisition and now it is closed we are going through a lengthy process in terms of integrating everything. The corporate structure has to change, employees, systems, sites have to be harmonised – it is a big project and that takes up quite a bit of my time.
Industry/sector: Gaming
Founded: 2009
Founders: Nigel Eccles, Lesley Eccles, Tom Griffiths
Founded in Edinburgh in 2009, FanDuel is a UK unicorn that offers one-day, weekly and season-long game options for the National Football League (NFL), the National Basketball Association (NBA), Major League Baseball (MLB) and the National Hockey League (NHL), targeting over 30 million players in North America. Its technology platform allows fans of the four main American sports to pick fantasy teams from real players and follow their performances.
Although FanDuel has offices in Edinburgh and Glasgow, it moved its headquarters to New York several years ago.
In November last year, the company tied up with Boston-based competitor DraftKings, with the merger expected to close late this year. Both companies had suffered tough regulatory and legal challenges to their industry, with some US states ruling that fantasy sports firms’ activities related to illegal gambling. Until the merger closes, both companies will operate under their own branding, with players typically remaining loyal to one brand.
The deal saw a raft of law firms involved with Cooley and Ropes & Gray advising DraftKings, while Latham & Watkins advised DraftKings’ board of directors. Davis Polk & Wardwell advised DraftKings shareholder Comcast Corp. Meanwhile, FanDuel turned to Wilson Sonsini Goodrich & Rosati and Orrick, Herrington & Sutcliffe.
DraftKings chief executive Jason Robins will become chief executive of the newly combined company and FanDuel head and co-founder Nigel Eccles will become chair of the board.
The merger followed FanDuel making its UK debut in a partnership deal with sports data provider Opta, and launching a fantasy football platform which focuses on the English Premier League.
SIMPLY BUSINESS
Industry/sector: Insurance
Founded: 2000
Founders: Brad Liebmann, Ralph Arnold, Deno Fischer, Jim Nelson
Legal and HR director: Kelly Harris
Simply Business, which was founded in 2000 with £1m in seed capital, is now the UK’s largest online insurance broker and was acquired last year by Aquiline Capital Partners for $120m.
Simply Business, the trading name of Xbridge, is the leading online provider of small business insurance in the UK and has spent the last 11 years helping to redefine the insurance sector through the application of technology while also supporting sole traders and small businesses. With offices in London and Northampton in the UK, the company now has more than 350 employees and insures more than 350,000 small businesses, landlords and shops. Insurers on the panel include AXA, Hiscox, Ageas, UK General, Covea, NIG, Aro, Sherwood, AIG, LV=, Modus and ARAG and cover includes public liability insurance, professional indemnity insurance, employers’ liability insurance, landlords insurance, home emergency cover and legal expenses.
Policies are tailored to individual business requirements and its internal underwriting capabilities can cover over 1,000 trade types. The company has been awarded numerous accolades, including being identified as a Sunday Times Tech Track 100 company for the past three years, as well as named in the Deloitte Technology Fast 500 EMEA (Europe, Middle East and Africa). In December 2016 Simply Business USA was launched with an office in Boston.
‘Simply Business has continued to transform the commercial insurance market over the past few years, using technology and a customer-centric approach to differentiate ourselves,’ says Jason Stockwood, chief executive of the company. Other key decision makers include Chris Slater, the company’s US chief executive; David Summers, chief operating officer; Fiona McSwein chief marketing officer; Neil Edwards, chief financial officer; Alan Thomas, chief commercial officer; and Lukas Oberhuber, chief technology officer. Kelly Harris is Simply Business’ legal and HR director, who joined the company in 2015 from biotech company Roche.