In-house news, updates and analysis | Page 60 of 94

• Vice president, legal: Paul van Reesch.
• Team headcount: 30 lawyers

Coca-Cola Enterprises (CCE) is in charge of the manufacturing and distribution of Coca-Cola in Great Britain, involved in operations from packaging, supply and advertising, to major consumer-focused projects such as sponsoring the London Eye.

The team has a reputation for being imaginative and progressive despite its modest size. Under the lead of vice president, legal Paul van Reesch, the team at CCE deals with 80% of legal work in-house, going externally for complex niche advice such as competition or to review work done by the team from a risk perspective. Van Reesch comments: ‘The business has won an account for two big customers and the legal team was a fundamental part of that win.’

Recent achievements include bringing in around £5m in revenue from successful litigation and over £800,000 as a result of avoiding incorrect charges levied by CCE’s corporate customers.

The agile in-house team has increased efficiencies through a number of innovative technology deals, including a sizeable deal with Novatus, under which repeat contracts, including sponsorship contracts, trading contracts and non-disclosure agreements, will be automated.

The latter half of 2015 will see the deal with Novatus extended to provide customers with an online negotiation portal, meaning trackable changes can be made securely without the need for further e-mails. All of CCE’s contracts will be loaded on to the system and be available online. 

Further innovation is seeing the team assess whether it needs to formally enter a contract or rely on commercial heads of terms and common law, particularly where suppliers do not accept CCE’s contractual terms. Van Reesch comments: ‘We are trying to redefine the way we work to make the contractual process quicker.’

The team has also launched an app to help the business better understand its legal obligations. 

CCE will apply in 2015 to become one of a small number of in-house teams to achieve a Lexcel standard. Achieving the standard means preparing a handbook stating how the team operates, complying with various Solicitors Regulation Authority requirements such as service-level agreements and auditing files.

Van Reesch adds: ‘Last year we put together a vision for the legal team. How can I expect them to work hard and deliver if I’m not giving them the best possible platform on which to succeed?’

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• Head of legal services: Nick Grant.
• Team headcount: 18 lawyers

Collaborative working is at the heart of the Sainsbury’s attitude towards external counsel, with head of legal services Nick Grant being an advocate for building strong links with the outside partners that he terms as a ‘legal community’.

According to one law firm partner: ‘The idea is that its law firms, instead of just competing with each other, co-operate together and with Sainsbury’s to mean
that two and two equals five.’

Another admiring external adviser comments: ‘Sainsbury’s has one of the hardest working in-house teams I know, which has delivered some massive projects for the business, and does so with enthusiasm, great team spirit and a good sense of humour.’

Grant’s team certainly has a full in-tray, working for the UK’s second largest supermarket chain with revenues of almost £24bn and 161,000 staff. The team covers a wide range of disciplines, including commercial litigation, construction, employment and intellectual property. Big mandates for the team over the last year include the high-profile joint venture with Dansk Supermarked to create the new Netto grocery chain in the UK and a High Court challenge against a Tesco ad campaign which claimed its own-label goods were cheaper.

In 2014, the in-house department conducted its third panel review, which saw reappointments for Addleshaw Goddard; Bond Dickinson; CMS Cameron McKenna; Croner; Dentons; DWF; Wragge Lawrence Graham & Co; Linklaters; Shepherd and Wedderburn; and Winckworth Sherwood.
The panel review focused on costs management and pressed advisers to work collaboratively. The process was run by Clare Russell and Paul Jenkinson from the legal team, in partnership with Paul Sykes from its procurement team.

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• General counsel and corporate affairs director: John Davidson.
• Team headcount: 18 lawyers.

High-profile GC John Davidson (pictured) manages a bench of seasoned corporate and finance lawyers at South African-bred brewing and beverage giant SABMiller.

Headquartered in London, the world’s second-largest brewer by revenue houses a 35-staff in-house function (of which half are legally trained) and comprises key players, including deputy GC Stephen Jones, who joined from Lovells in 2007. His relationship with SABMiller dates back to 1993 during his days at Dewey Ballantine in Warsaw and ‘knows the group intimately’ according to Davidson.

Jones is now responsible for leading the group’s global legal M&A and treasury functions. Other notable names include senior M&A counsel James Down, who led the team on its largest corporate transaction of 2014, the company’s joint venture with Coca-Cola in November to form an African bottling operation worth $2.9bn (£1.9bn). Other major work in recent years handled by the team includes the $11.5bn bid for Foster’s Group in 2011; the $1.2bn international placing of the group’s stake in Tsogo Sun (SA-listed hotels and gaming business) in 2014; and the $7bn bond issue in early 2012 to refinance the bank debt taken on to finance the Foster’s bid; plus a wide range of smaller M&A transactions, all handled principally in-house.

Davidson expanded the team since in 2006 joining from Lovells, where he was one of the City firm’s top deal lawyers. While Davidson still outsources to those firms with which he holds a ‘serious relationship’, including Hogan Lovells and Cleary Gottlieb Steen & Hamilton, strengthening the company’s legal capabilities ultimately lessens that reliance on external counsel and, more importantly, helps the team to understand the business.

He comments: ‘They’re all technically very good lawyers and had excellent training in their previous firms before they came to us. You can start on Monday and by Wednesday be on a flight to Nigeria and get stuck in. They’re used to working with regional teams so you have to quickly develop a good sense of what the operational requirements are for the business, and have a commercial approach to the transactions we’re working on. You work closely with your managing director. The other reason is to develop and retain your capital within the business rather than in someone else’s, and make sure the team as a result is better able to serve the needs of the [business].’

Hogan Lovells City corporate finance head Andrew Pearson says: ‘John has built up a really strong team – technically excellent, very well plugged into the global business and always a pleasure to work with.’

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• General counsel: Craig Stoehr.
• Team headcount: 25 lawyers.

Before former Latham & Watkins partner Craig Stoehr joined Thomas Cook as its first-ever GC in April 2013 from Eastgate Capital Group, the travel company had no centralised legal function and had issued three profit warnings after suffering the impact of the Icelandic ash cloud and unrest in the Arab world.

Having restructured the team and hired three more lawyers to look after plc-specific legal issues, Stoehr has helped to orchestrate a refinancing in excess of £1.6bn, including a £525m bridging loan; a high-yield bond placement; a £425m equity rights issue and a £691m bank refinancing.

Stoehr comments: ‘It was the first time Thomas Cook had done a high-yield bond issue and might be the largest ever done in the UK.’

Other corporate activity includes a major rebranding exercise and 15 disposals over the past 15 months, which will generate £150m by the end of this financial year, 15 months ahead of schedule.

Thomas Cook’s corporate governance has been similarly overhauled and streamlined, with clearer decision-making lines put in place for the business and legal team itself.

Members of Stoehr’s team singled out for praise include UK and Ireland head of legal Alice Marsden, who joined from Latham & Watkins at the start of 2014, and head of legal, airlines, Emma Langford.

Stoehr says: ‘We operate as one legal team versus separate teams in separate silos and the group centralisation affords us visibility in everything legal.’

Stoehr operates an informal panel but makes good use of secondees, with three sitting in the team at the time of going to press. Firms that have long worked with Thomas Cook include Shoosmiths for UK litigation and employment; Fieldfisher for travel regulation and health and safety mandates.

New relationships since Stoehr joined include Herbert Smith Freehills; Latham & Watkins; and Allen & Overy.

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• Head of legal: Robert Ivens.
• Team headcount: 18 lawyers.

The iconic British retailer has faced its share of reverses of late, with questions mounting over the future of chief executive Marc Bolland amid continuing declining sales in clothing, footwear and homeware.

But as befits this British institution, Marks & Spencer (M&S)’s legal team remains one of the most assured and tight-knit in the UK under the leadership of the unflappable Robert Ivens.

The team of 18 lawyers, who work across employment, marketing and advertising, corporate/commercial, real estate, regulatory, intellectual property and consumer protection, keeps a substantial amount of work in-house despite fielding a very lean team for a FTSE 100 company with revenues of £10bn (when instructing outside counsel advisers include Slaughter and May, Lewis Silkin, Olswang, DWF, Osborne Clarke, King & Wood Mallesons and Wragge Lawrence Graham & Co).

M&S director of commercial contracts Verity Chase was highlighted in our 2014 GC Power List as a rising star, while other rated lawyers include real estate counsel Carolyn Lock, IP counsel Amarjit Purewal and head of employment Patricia Howell.

Key mandates for the team include negotiating numerous franchising deals in eastern Europe, Russia, Turkey, the Middle East and new territories including Finland, Norway and Vietnam.

The team is involved in a long-running landmark case on trade mark infringement, after the European Court of Justice and High Court held that M&S had infringed Interflora’s trade marks through the use of ‘Interflora’ as a Google AdWord. The Court of Appeal last year ordered a retrial in one of the most closely watched intellectual property cases for years.

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