The telecoms company’s GC discusses the challenges his company faces
Maurice Woolf’s candid recollection of shifting client-side into the telecoms world will resonate with anyone familiar with those heady dot.com-influenced boom days of the 1990s – including being caught up in some of the bust.
Much like many private practice lawyers, the former Denton Hall lawyer had his first taste of in-house life while on secondment at telecoms company Hermes Europe Railtel, which was eventually acquired by GTS, Woolf’s first in-house employer.
‘I sort of fell in to it but I absolutely loved the projects nature of the work, a clear sense of what we had to achieve, the team element and engagement with the business. It was quite clear to me at the end of my secondment that I was going to stay doing what I was doing,’ he says.
‘A lot of companies at the time were trying to prove a point that you could be a profitable telecoms operator without having to be one of the big incumbents, one of my proudest moments in business was when Interoute achieved this.’
However, his first experience was to prove that companies needed more than a competitive spirit and an aggressive growth plan. Working as senior vice president and deputy general counsel (GC) for the principal operating division of GTS (known as Ebone), Woolf was retained as head of legal after the company was acquired by Dutch company KPNQwest.
‘The GTS story was one of massive growth followed by a takeover by a company that went spectacularly bust about three months after they bought us,’ he recalls.
Interoute bought some of GTS’ assets, however Woolf spent a year working as GC for Bulldog Communications, a UK-based provider of digital subscriber line services – he was also sole counsel and the company’s legal requirements were limited – when he heard Interoute was looking for a GC after Richard Hastings left to become UK head of legal at O2. ‘When I heard about the opportunity at Interoute, I wrote straight to the chairman and got the job,’ he says matter-of-factly.
It was a formative experience, which was to prove in telecoms, you don’t burn your bridges. ‘Telecoms is a dynamic environment, full of change and innovation, however it is also a small in-house lawyer community. Because this is an industry where customers can be suppliers and sometimes competitors I quickly learnt that the supplier I’m in a tough negotiation with one day can be the customer the next time we meet. So it is vital to do the best for the company and still balance the complex relationships that this environment brings,’ says Woolf.
Ten years on, Woolf has enjoyed more stability but the work is still dynamic, with a lean team of eight lawyers ‘including me, a couple of support staff and a small procurement group as well’.
Today Interoute’s cloud-based services and fibre network connects 30 countries, 102 cities, ten data centres, and the company has recently won headline-grabbing customers such as UEFA, Air Berlin and even the European Space Agency.
‘The best part of the job is moving the business forward. When we as a team manage to do that it’s incredibly motivating and energising. I also get a lot of satisfaction from helping guide the overall strategy with my chief executive team colleagues, and you can’t beat sitting at the negotiation table for really feeling the heartbeat of the company. I like seeing the team develop, when you’ve got a lawyer who’s prepared to go the extra mile, who has worked on developing specialist skills and an understanding of the business that’s great to see.’
‘We had a situation recently where the outside counsel’s fees were higher than the cost of the deal. That’s a broken business model.’
Maurice Woolf, Interoute
‘Dynamic’ is also one word that describes his relationship with external law firms, where he doesn’t believe in operating a formal panel and ‘always looks for the best lawyer for the job’.
Woolf does, however, look for a personal relationship with his lawyers and for someone who understands the business. He specifies: ‘Someone who is influential enough within their firm to deliver results to you quickly and someone who can provide value for money. When you pick the cheapest you sometimes get the cheapest quality. Value for money is someone understanding the strategic importance of what you’re asking them, sometimes it’s very important, sometimes it’s not important and they handle work accordingly.’
As with many GCs, legal fees are an occasional source of frustration and he adds: ‘We had a situation recently where the outside counsel’s fees were higher than the cost of the deal. That’s a broken business model. Also, the cost model for due diligence is being addressed by law firms using legal process outsourcing. LPOs are getting more expensive but you’re still talking about £18 an hour vs £240 an hour, which is extremely compelling.’
Interoute typically instructs Bird & Bird for commercial work (Woolf turned to the firm for the launch of ZettaBox in 2012, a cloud computing product that allows users to store information remotely throughout Europe); Baker & McKenzie for corporate and compliance; and Mayer Brown for M&A, as well as occasionally instructing DLA Piper.
Mayer Brown earned its stripes by helping to secure Interoute’s 2005 acquisition of Via Net.Works’ assets for $18.1m after the Dutch company initially walked away from the deal, coming up with an innovative structure to buy the assets of the US-listed business.
For litigation in the UK, the telecoms company uses Wedlake Bell and ‘a vast array’ of firms throughout Europe.
‘Acquisitions and litigation are the things that cost the most, but the spend swings,’ Woolf adds.
Regulation, too, is a growing cost, and he observes: ‘We are now a global IT services and communications provider and our compliance issues have changed drastically compared to 15 years ago.
‘Not only has our geography expanded, but the whole IT and communications market has changed dramatically, I now find that compliance has risen to the top of my agenda and is a significant area of skills development for the whole team, particularly in areas of data protection and security.’
Had Woolf not gone in-house, he thinks he would have become a teacher. ‘The role of a GC is an evolving one. It’s quite different to what it was 15 years ago and I think there is a place in law schools for teaching people some of the skills they need for in-house work,’ he says.
‘There are a lot of opportunities to develop a better quality of in-house lawyer.’
Fortunately for Interoute, Woolf has no immediate plans to go anywhere else.
At a glance: Maurice Woolf
Career
1990-95: Solicitor, Denton Hall Burgin & Warrens
1996–2002: Deputy general counsel and senior vice president, GTS/Ebone
2002–03: General counsel, Bulldog Communications
Oct 2003–Present: General counsel, Interoute
Interoute – key facts
Size of legal team: Eight
Legal spend: Under €5m
Preferred firms: Baker & McKenzie, Bird & Bird, DLA Piper, Mayer Brown, Wedlake Bell