Lloyds Banking Group

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  • Group general counsel: Andrew Whittaker.
  • Team headcount: 320 lawyers.

Lloyds Banking Group (LBG)’s corporate, and corporate real estate team in particular, received high praise from the wider legal market for their progressive and imaginative approach – the former, led by Hugh Pugsley, GC, group legal, for having the ‘ability to navigate a complex business and influence decisions through timely and commercial advice’ with a team of ‘bright and engaged lawyers’ and the latter, led by corporate real estate counsel Lesley Wan, for engaging effectively with panel firms and internal teams to support delivery of first class service to clients.

With an annual legal and regulatory spend of £400m, general matters dealt with by the legal department, led by group GC Andrew Whittaker and deputy GC Kate Cheetham, included an extensive law firm panel selection process in 2014 with an emphasis on a smaller number of core firms that advise ‘across the piece’.

The corporate team holds a track record of delivering complex projects, including last year’s £660m disposal of Scottish Widows Investment Partnership (SWIP), and the recent separation and flotation of a 25% share of the TSB business. Senior corporate lawyer Caroline Rollestone-Brown, a former partner at Maclay Murray & Spens, who now reports to Pugsley, is cited by an external source for ‘leading the corporate team’ on the disposal of SWIP, on which Linklaters also advised, and ‘demonstrating outstanding project management skills and first-class lawyering’.

The corporate real estate group has been proactive in producing standard forms of short loan agreements to assist in transacting deals more efficiently and also to provide pro forma legal opinions for all panel law firms to use.

Last year saw three of LBG’s legal team make it into our GC Power List Rising Stars 2014: corporate real estate duo Kumar Tewari and Sarah Batty, and the bank’s HR head of legal, Rebecca Priestley, and the team was widely recommended this year.

LBG’s relationship director global corporates UK, Allan MacKenzie, describes the team as ‘collaborative, informative, dedicated, hardworking and supportive’, adding it is ‘an invaluable support to the relationship teams. The team provides brilliant support to us in executing all transactions’.

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Bank of America Merrill Lynch

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  • Global general counsel: Gary Lynch.
  • Team headcount: 120 lawyers in EMEA.

Supporting Bank of America Merrill Lynch (BAML)’s entry into the GC Power List 2015, Aviva’s group GC Kirsty Cooper observes: ‘Financial services breed strong teams because of the volatile nature of that industry over the last few years. People have to be innovative, resilient and stand up and be counted. It’s not been the easiest industry to work in but it has brought out the best people working there.’

This is certainly true for the in-house legal team at BAML, particularly since Bank of America (BoA)’s acquisition of Merrill Lynch at the height of the financial crisis in a $50bn deal in 2008. Major matters for the legal department in 2014 include a $16.6bn settlement with the US Department of Justice, federal agencies and six US states – the largest civil settlement with a single entity in American history. The bank agreed to pay the sum after longstanding federal and state allegations that BoA and its former and current subsidiaries, including Countrywide Financial Corporation and Merrill Lynch, sold mortgage-backed securities to investors that contributed to the real estate market collapse amid the 2008 economic downturn.

The team instructs international law firms, including Allen & Overy, Clifford Chance, Shearman & Sterling and Skadden, Arps, Slate, Meagher & Flom, and key lawyers in the EMEA region include Sajid Hussein, EMEA GC, and Andrew Bird, head of EMEA corporate and investment banking legal.

One partner at a New York-headquartered law firm praised BAML’s London loans team in particular for its talent and dedication. ‘BAML has reorganised its legal function to give the team more responsibility so that they deal with all loan products worldwide for the whole of BAML, save in the Americas, which has a very large territorial reach and combination of time zones. The team runs very efficiently and we find them excellent to deal with. The individuals are real team players. They also participate in various pro bono activities and diversity matters, and many of the team are working mothers.’

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Deutsche Bank

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  • Group general counsel: Richard Walker.
  • General counsel for the UK and western Europe: Emma Slatter.
  • Team headcount: 100 lawyers in London, 600 globally.

In common with many global financial institutions, Deutsche Bank has been at the centre of the regulatory cyclone for years and its 100-strong London legal team has played an instrumental role in tightening the investment bank’s governance, liaising with regulators and running high-stakes, post-Lehman litigation.

Under the leadership of GC for the UK and western Europe, Emma Slatter, the team has set up a new legal risk management function, which works with all areas of Deutsche Bank’s legal team and oversees the bank’s legal risk control framework. The banking group’s European legal team has had a reputation as a progressive and proactive operation dating back to Slatter’s well-regarded predecessor, Simon Dodds.

Further innovation includes rolling out a forward-looking legal risk assessment programme across all the bank’s businesses. The team is working closely with the government on regulatory affairs, with a legal team at Deutsche Bank at the vanguard of its lobbying activities.

Post-Lehman cases include a Court of Appeal ruling in 2014 that investment fund Sebastian Holdings must pay Deutsche Bank $243m, after the High Court threw out an $8bn compensation claim against the bank. Over the last 12 months, the litigation and regulatory team has grown by 50%.

Slatter comments: ‘It’s great when you do succeed but the outcome isn’t necessarily in the hands of the lawyers. It’s nice to highlight success but equally the team might do an outstanding job and just don’t get the result.’

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The Co-operative Bank

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  • General counsel and company secretary: Brona McKeown.
  • Team headcount: 21 lawyers.

With the bank mired in controversy for much of 2014, the legal team at The Co-operative Bank has received recognition and admiration within the industry for ‘ably managing the bank’s legal affairs during a particularly challenging time’.

This is no understatement: in March 2013 the bank reported losses of £600m and two months later Moody’s downgraded its credit rating to below investment grade. Chief executive Barry Tootell resigned in the summer and negotiations between The Co-operative Group and its regulator, the Prudential Regulation Authority, resulted in reports that the bank had a £1.5bn shortfall in capital. Further scandal emerged over its governance that led to the resignation of chairman Paul Flowers, and the health of the bank was called into question after stress tests in December showed a severe economic shock would exhaust it.

The legal team has been cited by a Magic Circle firm for its outstanding ability to manage affairs amid the turbulence. It is led by the former interim GC of Coventry Building Society Brona McKeown, who took over from former Allen & Overy partner Alistair Asher in 2013, after he was appointed to head the legal function across the entire Co-operative Group.

Heavyweight names in the team include head of treasury legal, Adam Moy, a former GC at Close Brothers Group and lawyer at Skadden, Arps, Slate, Meagher & Flom, who is responsible for legal and regulatory risks across the business units. Others include disputes head Lesley Wilkinson, the former head of professional negligence at Optima Legal and manager of regulatory change at HBOS, and senior solicitor David Travis, who qualified at DLA Piper and previously worked in-house at Citigroup and RBS International. He now leads the commercial team that is responsible for the negotiation of major supply contracts, and major projects, including the strategic separation from The Co-operative Group.

It is further credited for work done on the £400m capital raising exercise last March, which led to a number of investors, including hedge funds Silver Point and Perry Capital, further investing in the share capital of the bank, in addition to ongoing regulatory shifts and inquiries in the banking sector.

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Credit Suisse

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  • Global general counsel and head of compliance: Romeo Cerutti.
  • Managing director and EMEA general counsel: Maria Leistner.
  • Team headcount: 450 lawyers globally.

Maria Leistner, managing director and EMEA general counsel (GC), says the Credit Suisse team is one of the best in the business when it comes to the integration of compliance and risk. ‘We reorganised the department about four-and-a-half years ago, where we refocused the lawyers to regulatory and compliance risk and so we are probably currently one of the most integrated legal and compliance departments there is.’

According to one law firm partner, the team, which covers investment banking, private banking and asset management, is ‘comprised of exceptionally high-quality lawyers with strong commercial awareness and who are able to strike an excellent balance between their business stakeholders and external counsel. This feeds through to a significantly higher number of instructions, and increased efficiency in managing legal spend’.

The lawyers at Credit Suisse have successfully managed the bank through a period of exceptional change for the investment banking industry. The structured capital markets legal group at Credit Suisse is particularly noted for dealing with the complete overhaul of the global regulatory framework for products such as derivatives and structured finance. This required the legal function to enter a steep learning curve of multi-pronged and competing UK, European and US regulatory requirements.

The in-house function at Credit Suisse is also one of the most high-profile clients of legal outsourcer Axiom Law, using outsourcing teams in both Vrotslav (Poland) and Belfast and has restructured its in-house model significantly to cut back on its own resources and outsource more. A substantial portion of Credit Suisse’s documentation work is now outsourced to Axiom globally.

The team also carried out an external panel review in November 2014, choosing to work with firms including Clifford Chance, Linklaters, Allen & Overy, Freshfields Bruckhaus Deringer and Ashurst.

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Areva

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  • Group general counsel: Coralie Bouscasse.
  • Team headcount: 134 lawyers.

The legal team at French nuclear giant Areva has been praised for its capabilities in ‘perhaps one of the largest and most complex cases in the history of international commercial arbitration’, namely its high-profile battle against Finnish energy consortium Teollisuuden Voima Oyj (TVO) over the construction of Olkiluoto 3, a nuclear power plant on the shore of the Gulf of Bothnia in the municipality of Eurajoki in western Finland.

Having started in 2005, the plant is being built jointly by Areva and the German engineering giant Siemens, but delays and cost overruns at Olkiluoto 3 triggered a legal battle between the Areva-Siemens consortium and TVO. The Areva-Siemens consortium initiated arbitration proceedings in December 2008 and the dispute is now in arbitration at the International Chamber of Commerce. In October last year, Areva-Siemens raised its claim against TVO to €3.5bn. Adding to the complexities was TVO filing its own claim against Areva-Siemens in September 2012 and it is seeking compensation from Areva-Siemens for financial losses stemming from delays in building the 1,600MW nuclear reactor.

‘Throughout that time, we have been consistently impressed by the Areva team’s ability to maintain a grasp over every one of the case’s many angles,’ says one partner at an international law firm. ‘Through its hard work, it made a seemingly unmanageable case function like clockwork. The level of sophistication the team has shown in this process is remarkable and worthy of much praise.’

General secretary Pierre Charreton, who served as GC until April 2014, is cited for his ‘cunning sense of strategy’. Team members also highlighted for their contribution include current legal chief, Coralie Bouscasse; Jens Bürkle, GC for nuclear activities; and senior legal counsel, Marion Saizeau.>

Concludes one partner: ‘Charreton stands as a prime example of excellent leadership. His presence and leadership are clearly the key ingredients that make Areva’s legal team run as seamlessly and effectively as it does.’

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EDF Energy

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  • Legal affairs director and company secretary: Guido Santi.
  • Team headcount: 47 (including support staff).

EDF Energy, one of the UK’s big six energy suppliers, has faced a tumultuous 2014 that highlighted how effectively the legal team operates in a politically sensitive industry. The team guided the business through the controversial investigation undertaken by Ofgem over its failure to handle consumer complaints efficiently between May 2011 and January 2012, which led to Ofgem levying a £3m fine. It further handled the process by which EDF obtained approval from the EU Commission for a state subsidy scheme that offers the company a set price for 35 years and cleared the way for the first nuclear reactors to be built in Britain for nearly 20 years.

The Brussels decision has paved the way for EDF Energy’s £16bn plan to construct Hinkley Point C in Somerset, south-west England. Other recent mandates for the team include calling on the UK’s Competition and Markets Authority to investigate the supply and acquisition of energy in Britain, to identify areas where there is room for improvement in the interests of customers.

One partner at an international law firm says: ‘The team has clear focus, robust analysis and is collaborative – and with good team spirit at the same time. They have many strong characters in their business, yet handle the complex views expressed well.’

Cited in particular is legal affairs director, Guido Santi – who heads the team after moving from its Italian subsidiary four years ago – and Joe Souto, head of legal, customers.

‘Souto brings his deep knowledge of the industry to bear when faced with issues,’ the partner says.

The legal team was also tasked with reviewing its legal panel and has brought in structural change by replacing its current two-year system for a three-year term. Current UK panel firms include Baker & McKenzie, Herbert Smith Freehills, Pinsent Masons and Squire Patton Boggs, and the review is understood to mirror the 2012 process, with firms expected to agree fixed, discounted rates of up to 30%.

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SSE

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  • Director of legal services: Liz Tanner.
  • Team headcount: 63 lawyers.

2014 was a busy year for the legal team at this renewable electricity and gas supplier, which appointed a new director of legal services, reorganised its in-house legal department and oversaw the appointment of the energy provider’s first ever legal panel, consolidating almost 30 external law firms into a panel of seven. Firms including Freshfields Bruckhaus Deringer, CMS, Addleshaw Goddard and Osborne Clarke made the final cut.

Following Liz Tanner’s appointment as director of legal services, the in-house function was reorganised and the team is now split into different capabilities, closely aligned to the demands of the business. These include infrastructure and real estate capability, data protection, commercial and litigation.

Big mandates for the team include undertaking a major asset disposal programme with an estimated worth of around £1bn, as well as progressing a large and diverse portfolio of improvements to economically regulated electricity networks. This includes the £1.2bn Caithness-Moray subsea transmission link to provide increased network capacity required for electricity generation from renewable sources, in line with legally-binding international targets.

One partner at an SSE adviser firm comments: ‘They genuinely are industry leaders. They are extremely good at what they do and we find it a really rewarding relationship because we learn as much from them as they do from us. They are an entrepreneurial team and it’s an entrepreneurial business.’ He adds: ‘Part of the reason for doing the panel review was that they really wanted to focus on panel firms that could provide services to their core business areas seamlessly. They want to build longer term relationships with their panel firms.’

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Royal Dutch Shell

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  • Legal director: Donny Ching.
  • Team headcount: 700 lawyers globally.

Shell’s huge legal team, led by legal director Donny Ching, supports one of the world’s largest companies, with businesses across more than 70 countries and total revenues of $451.2bn in 2013. They play an integral role on issues ranging from acquisitions, divestments and litigation to project construction, sales and marketing, intellectual property, and ethics and compliance, and manage millions of contractual transactions with tens of thousands of suppliers.

The way in which the legal team is organised reflects the structure of the company as a whole and is divided into upstream – the part of the business that searches
for and recovers crude oil and natural gas – and downstream, which manages Shell’s refining and marketing activities for oil products and chemicals.

Shell’s global litigation team, which was led by Brad Nielson until 1 April when the role was taken on by associate GC Richard Hill, is in particular praised for its technical brilliance. According to one litigation and arbitration partner: ‘The team deal with a huge range of litigation, which would challenge many private practice lawyers in its breadth. They have pushed external firms in a pioneering way to provide appropriate fee arrangements on all matters, and engaged in a constructive and imaginative way with those firms to help them understand what fee structures are most valuable to Shell’s business objectives.’

Shell’s global litigation managing counsel for Europe, the Middle East and North Africa, Sarah Morton, is recognised at page 50 as a Rising Star.

The team had a number of big mandates in 2014, such as the $2.9bn agreement to sell Shell’s Australia downstream business to Vitol – including the sale of the global energy giant’s Geelong refinery and 870-site retail business – and the $5.7bn sale of a majority stake in Woodside Petroleum, also in Australia, as the energy supplier moves to develop its own gas assets in the country.

In the UK, Ching is supported by the UK head of legal, Michael Coates, who is also associate GC, downstream.

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BG Group

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  • General counsel: Graham Vinter.
  • Team headcount: 82 lawyers.

Cited as popular with its commercial partners, the legal team at FTSE 100 oil and gas company BG Group also receives high praise from external nominators. A near 6,000-staff energy company operating across more than 20 countries in five continents, the in-house team runs a slim external advisory panel and last year shaved the roster from four firms to three, dropping Allen & Overy (A&O) and Herbert Smith Freehills in favour of Clifford Chance, which won a place alongside incumbents CMS Cameron McKenna and Freshfields Bruckhaus Deringer.

Having in recent months taken part in guiding the business through a transitional period pending the highly publicised appointment of the company’s new chief executive, Helge Lund, major mandates for the team have included the recent US$5bn sale of its Australian gas pipeline network to APA Group as part of an ongoing review of its business in the wake of slumping oil prices.

Widely recognised as a heavyweight among in-house advisory and lobbying groups is BG GC Graham Vinter, who last year succeeded Centrica legal head Grant Dawson as chair of the GC100 group, which brings together the most senior legal representatives from over 80 of the UK’s FTSE 100.

Vinter, who joined BG in 2007, came with impeccable credentials, having long been established as one of the City’s top projects and energy practitioners in a lengthy career at A&O. One partner at a Magic Circle firm gives high praise to Vinter, describing the GC as a ‘brilliant legal mind’, who is ‘strategic and a great manager’. BG Group’s corporate chief counsel Howard Landes is shortlisted for our Rising Star of the Year Award 2015 (see ‘Making their mark’, page 51). Daniel Silver is BG Group’s head of ethical conduct and compliance.

The partner also credits the team as a whole, commenting: ‘The industry is challenged by falling energy prices, increasing geopolitical risk and continuing environmental concerns, leading to the legal team being front and centre of the long-term and major capital investment decisions of the group. In many areas of the business the in-house team has far greater industry and specialist legal knowledge than their outside advisers.’

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