The Client profile: Elisabeth Sullivan, Waterstones

While some discover an aptitude for law while at university, others have it in their veins. According to Elisabeth Sullivan, recently installed as general counsel (GC) of book retailer Waterstones, she very much falls into the latter category.

‘People always told me since I was a kid I should be a lawyer because I had a “strong sense of justice”. Probably after I had some big tantrum!’

And despite growing up loving the likes of Ally McBeal and anything by John Grisham, Sullivan ended up reading PPE at Oxford, rather than law. Upon graduating however, Sullivan sought out Herbert Smith Freehills (HSF) based on its premier reputation in dispute resolution: ‘I said this to HSF when they interviewed me: “I haven’t studied law but it looks like a great start in life and a great profession.”’

Sullivan recalls her formative years at HSF very fondly, using a Harry Potter analogy to describe it as ‘the Gryffindor of law firms’. She says: ‘Some of the associates I met there are still my closest friends and peers. We have a network of partners, associates from that time, we’re very close. I don’t think I ever recreated that professional bond in any other company. In every job I’ve gone to, someone from HSF has checked in on me, which is really nice.’

However her private practice days also taught Sullivan some valuable career lessons. She had arrived at HSF with litigation ambitions, before an energy seat out in Tokyo ignited an interest in renewable energy and mining. After qualifying, Sullivan found herself as an associate in the corporate M&A group, which brought with it a culture she found difficult to live up to: ‘You have to be extremely dedicated and available 24/7. Those guys work so hard. I was just so conscious in my late 20s/early 30s that I wanted a good family life and to set up a home with my husband – we were thinking about having kids. Just as I was thinking about this, a number of companies reached out to me.’

Therefore Sullivan’s in-house career began at Perenco in 2013, a privately-owned French oil and gas company that she remembers as ‘glamorous’. In some ways, it was a perfect foundational role for Sullivan as it forced her to pick up a variety of skills and take on some weighty responsibility: ‘I was legal manager for Perenco UK, so I had about 1,000 employees and contractors and about £1bn turnover in my control, and I was the only lawyer there. It meant I was becoming a jack of all trades and master of some of them!’

‘Contracting is a good way to really guarantee a work/life balance. On the days you’re not working, if people ask you to work, you can say “yeah, I can do that” but you charge another day’s rate, so they quickly back off!’

But it was also a tumultuous time for the oil market. Sullivan joined Perenco when the price of oil was over $100 a barrel; four years later however, the market was in the midst of a price crash. As a result, Perenco was keen to cut costs wherever possible. Suddenly the lush offices on the King’s Road became unjustifiable, and plans to relocate to Norwich were drawn up. ‘No offence to Norwich, but it wasn’t going to work for my family!’, Sullivan quips.

She left Perenco in 2017 and took some time off to start a family before beginning a two-year stint as a contractor. During this time, Sullivan took on work for Centrica and later South African energy firm Sasol. She recalls: ‘Contracting is a good way to really guarantee a work/life balance. On the days you’re not working, if people ask you to work, you can say “yeah, I can do that” but you charge another day’s rate, so they quickly back off!’

Once her children were a bit older, Sullivan was ready for a full-time role again. It arrived in 2020 when she was approached by Ineos, the oil and gas company owned by high-profile British billionaire Jim Ratcliffe. Building on her experience from Perenco, Sullivan was exposed to a wide range of work at Ineos: ‘They have all their standard businesses, but they also sponsor a lot of sports. My husband and I sail, and I was lucky enough to support all the America’s Cup sailing work, working with Ben Ainslie and the team on various sailing bits and pieces. I even got to go down to Portsmouth and get onboard the America’s Cup boat!’

Ineos also owns a number of hotels and runs a fishing conservation programme in Iceland, both of which expanded Sullivan’s legal horizons. Crucially though, Ineos owns a clothing brand called Belstaff, which specialises in motorcycle jackets. Sullivan undertook work for Belstaff on the retail side, which she claims helped make her step up to Waterstones a smoother one.

Her arrival at Waterstones last year marked not only her first legal role exclusively in the retail sector, but her first GC responsibility. Thankfully, previous GC Laila Aslam spent considerable time conducting a handover process with Sullivan to ease the replacement.

And the surroundings certainly helped. Sullivan says: ‘I’m based on the 6th floor of Waterstones Piccadilly, above the shop floor. It’s the biggest bookshop in Europe. Any time I need a bit of stress relief I can take the service elevator down and browse through genres I might not have even thought about. I’ve been getting really into non-fiction!’

Unlike her previous roles, which often necessitated working with large teams, at Waterstones Sullivan is the company’s sole legal counsel. This is something she relishes: ‘It can be intimidating when you come in and inherit a large team of people who you don’t know – I feel a lot nimbler coming in here and getting on with everything.’

One of the major advantages of not managing a legal team is that it allows Sullivan to work more closely with the core business, something that she finds particularly rewarding. She cites managing director James Daunt as an inspiration – Daunt, who is also chief executive of Barnes & Noble (which is owned by Waterstones’ parent company Elliott Advisors), was dubbed ‘the man who saved Waterstones’ in 2014 for his successful efforts in championing the bricks-and-mortar bookshop model and competing financially with Amazon.

‘Retail is going through a tough time with Covid, and coming through this latest wave of the pandemic with us safely up and running is nothing to sniff at.’

And when looking at the other key boardroom figures, Sullivan sees a cultural fit: ‘The other directors, such as the finance director, retail director and COO, they’re all my age roughly. There’s also a large number of women with children here, so it’s a very comfortable place to work where I feel like a natural fit.’

The issues that established Daunt’s reputation in 2014 are of course still relevant in 2022, perhaps more relevant. This is not lost on Sullivan, who feels the burden of protecting the Waterstones brand against varied threats. She says: ‘Retail is going through a tough time with Covid, and coming through this latest wave of the pandemic with us safely up and running is nothing to sniff at. There’s a very loyal and committed staff and customer base who have a deep affection for the brand – I want to make sure I’m protecting that brand and continuing the good work people have done here.’

In terms of more BAU work though, Sullivan is forced to be on top of all things related to data privacy and GDPR when it comes to Waterstones’ website. In addition, Waterstones has stores in Amsterdam, Dublin and Brussels, which adds local complexities to such regulations.

Sullivan is also exposed to various facets of media law, which tends to be a niche specialism for private practice lawyers. As such, she is quickly becoming adept at navigating slippery issues pertaining to libel: ‘I’ve had a couple of queries where someone is concerned about the contents of a book we’re selling, and then I’m just trying to get the balance right between doing our role of making books available to the public while being aware of what our legal obligations are.’

As Waterstones’ only lawyer, Sullivan relies heavily on external counsel for input. Thanks to her longstanding ties with HSF, Sullivan has retained the firm’s advice throughout her career among other long-term advisers. However, the company itself has different legacy relationships that Sullivan has had to get to grips with: ‘A number of firms have an existing relationship with Waterstones; they’ve been good at reaching out to me and introducing themselves. That’s a very valuable way to understand the history of the business here. I just had lunch with one of the partners at Slaughter and May, which is a fantastic law firm. Our shareholders have a good relationship with Clifford Chance. So I’m just trying to piece it together.’

There is no formal panel arrangement though – something which chimes with Sullivan’s own philosophy on managing external counsel: ‘My own view is that panels can create a lot of admin and hassle for us and the firms. To the extent you can simplify things for everyone and not tie people up doing admin, the better.’

As an extension of this, Sullivan tends to prefer a light touch approach from law firms, rather than an assault of legalese: ‘It’s crazy how often you’ll see a law firm just go off on a frolic where you’ve been very clear with them that they only need to look at something for a few hours and produce some bullet points. I try to be really clear with people that I want something quick and dirty so they don’t end up spending too much time and wasting the budget.’

It is not just Sullivan’s legal skills that have expanded since joining Waterstones – she has since become a keen writer in her spare time. ‘It’s only to sell as many books as possible though, I don’t have any great literary ambitions!’, she remarks. But with her newfound novelist persona, Sullivan concludes with an apt analogy: ‘I keep coming back to the John Grisham books – what about them captures people? Those books deliver justice, often it’s a David and Goliath situation that captures my imagination still. And it’s sometimes a similar uphill battle at Waterstones – you’re coming in trying to protect and grow this business in the face of Amazon, by offering a more personal alternative for book lovers.’

tom.baker@legalease.co.uk