GC Powerlist 2016 news, updates and analysis | Page 1 of 2

For the 2016 edition of GC Powerlist we return to the original format of the report – launched in 2013 – focusing on senior general counsel (GCs). Over that time, the report has expanded hugely to become one of the most important strands of Legalease’s portfolio. Expanding the report also reflects the reality that in understanding GCs, you need to look at the specifics. While law firms operate on a few variants of the same model, in-house teams are defined much more by the industry and the individual company in which they work.

But there are broad trends as well. The upward march of the in-house profession that this report was originally launched to chronicle has, if anything, accelerated. While law firms are struggling for growth in many sectors, in-house teams continue to expand in the UK and take on greater swathes of work. It’s becoming increasingly mainstream to encounter teams with multimillion-pound budgets that put only a tiny minority of their work to law firms. Where they are instructing outside counsel, a good proportion of GCs now barely bother to conceal their tactic of pushing law firms down the value chain… and their teams correspondingly upwards.

Continue reading “The journey continues – GCs keep marching onwards”

The 2016 edition of GC Powerlist showcases over 100 senior GCs defining the most confident branch of the profession. The age of uncertainty has never offered more rewards – or challenges – for legal heads

‘In our game, regime change is a big threat. You end up seeing quite a few CEOs come and go and a lot of new managers want to change the deck. The GC, however, can be a reliable presence. I’ve seen a lot of people come and go so I know where the bodies are buried!’
Geoffrey Timms, Legal & General

Are we nearing the post-general counsel (GC) age? In the fourth and largest edition of GC Powerlist, the responsibility, pressure and influence accorded to GCs has only grown: primarily thanks to the multi-pronged regulatory onslaught that is reshaping the business environment.

Continue reading “The GC Powerlist 2016 overview: Independent by design”

‘Head and shoulders above the rest.’

Kirsty Cooper: Group general counsel and company secretary, Aviva

Team headcount: 320

Law firms used: Allen & Overy, DLA Piper, Latham & Watkins, Linklaters, Pinsent Masons, Slaughter and May

Described as ‘head and shoulders above the rest’ by one veteran partner, Kirsty Cooper became general counsel (GC) at Aviva in late 2010 and has seen her role gradually expand to include regulatory compliance, public policy and corporate responsibility in addition to heading the office of the chair and sitting as a board member representing the shareholders of two key Aviva subsidiaries, Aviva Insurance and Aviva France.

Cooper has also had to help the group negotiate a period of recent widespread regulatory change that has seen the Financial Conduct Authority (FCA) look more closely at insurance providers. New rules introduced by the Prudential Regulation Authority (PRA) and the UK Pensions Regulator have also led to big changes in how UK insurers must operate. At the same time, the industry is dealing with the implications of Solvency II, particularly important for institutions like Aviva that are designated global systematically important insurers.

Alongside this regulation there has been a growing focus on what Cooper calls the ‘digital challenge’ that comes when established practices centred on physical documents and meetings with brokers give way to new forms of interacting with customers. The FCA has recently introduced Project Innovate to help businesses introduce new financial products and services into the market and Cooper, along with other leading figures in the industry, is working closely to ensure it addresses the challenges faced by both customers and providers.

After nearly 25 years with Aviva, Cooper has seen big changes in how legal teams operate. ‘There [are] more non-legal executives in-house now and a lot more automation and checking parameters and guidelines before a matter is escalated to legal,’ says Cooper, ‘but the essence of the legal team remains the same. We are not a law firm and we don’t necessarily want to handle a huge amount of low-level work.’

Cooper’s advice to aspiring GCs is to develop commercial skills without losing sight of the job itself. ‘You need to move around to develop your skills and working in business is a key action I’d recommend to anyone going in-house. When you’ve been at the front line you understand commercial pressures and that means you’re better at understanding clients in business.

Sean McGovern: Chief risk officer and general counsel, Lloyd’s of London

Team headcount: 20

Law firms used: Arnold & Porter, Baker & McKenzie, Drinker Biddle & Reath, Freshfields Bruckhaus Deringer

As the oldest continuously active insurance marketplace in the world, Lloyd’s of London is responsible for managing the insurance market in the UK. Advising a City institution that runs a marketplace, rather than acting as a company within a market, brings a set of unique challenges for Sean McGovern.

His job is complicated further by the fact that he is responsible for covering regulatory affairs along with legal risk and governance, and that Lloyd’s is dual-regulated by the Prudential Regulation Authority (PRA) and the Financial Conduct Authority (FCA). It is a role that sees him helping to manage the insurance market’s relationship with the two regulators and working with various international bodies that govern the sector while also trying to manage internal affairs at Lloyd’s, where he sits on the board.

The highly-rated McGovern has been helping to negotiate the delivery of Solvency II in conjunction with Brussels and PRA respresentatives in the UK.

Over the past few years the insurance market has been dominated by discussions of Solvency II and the highly-rated McGovern has been helping to negotiate the delivery of this complicated piece of regulation in conjunction with policymakers in Brussels and PRA representatives in the UK. As Lloyd’s carries capital centrally, it must also comply with the same regulations. The UK referendum on EU membership is another significant issue that McGovern has had to deal with, and he has been called upon to not only represent his institution’s view but that of industry more generally in discussion with the UK government.

Although dealing with EU matters takes up much of McGovern’s time, he must also keep an eye on matters in the US, which is by far Lloyd’s biggest market and accounts for around 40% of its business. McGovern sits on two US Federal advisory committees; one advising the US Treasury on general insurance policy issues and another advising on terrorism risk.

The highly-rated McGovern has been helping to negotiate the delivery of Solvency II in conjunction with Brussels and PRA representatives in the UK.

Humphrey Tomlinson: General counsel and company secretary, Direct Line

Team headcount: 18

Law firms used: Allen & Overy, Norton Rose Fulbright, Pinsent Masons, Slaughter and May

Described as ‘one of the most dedicated and impressive general counsel around’, Direct Line’s Humphrey Tomlinson has led his 18-lawyer team in handling major strategic initiatives for the business in recent years. Like many of his contemporaries, Tomlinson has achieved this amid an increasingly robust regulatory environment that has squeezed the budgets of in-house legal teams.

Most notable is Tomlinson’s handling of the insurance giant’s initial public offering (IPO) in 2012, launched by owner The Royal Bank of Scotland (RBS). After the float followed a period of consolidation and restructuring with Tomlinson taking responsibility for rebuilding the secretarial team in particular.

A former lawyer at Ashurst Morris Crisp, he joined the group in 2011 from his role as group legal director at RSA. With over 25 years in the insurance industry, he advises on a wide range of corporate transactions in the UK and internationally, legal risk management and corporate governance issues. A pet project for Tomlinson was Direct Line’s investment in motor analytics and telematics tech company, The Floow, in July 2014. The team then gained an alternative business structure licence for the company’s legal subsidiary DLG Legal Services and conducted a €550m sell-off of Direct Line’s international business.

One nominator says: ‘He manages to somehow balance all the demands on his time arising from increased regulation on his industry, business challenges and the need to support on reshaping the business post-separation from RBS and post-float. A real lawyer’s lawyer, exceptionally strong technically and demanding of his external counsel. He never fails to be curious about legal issues.’

Alan Porter: Group general counsel and company secretary, Prudential

Team headcount: 83

Law firms used: Baker & McKenzie, Cleary Gottlieb Steen & Hamilton, Freshfields Bruckhaus Deringer, Hogan Lovells, Linklaters, Norton Rose Fulbright

Alan Porter took on the role of group general counsel (GC) at multinational life insurance and financial services company Prudential following Margaret Coltman’s departure last year. He had previously been Prudential’s company secretary, a role which had been Coltman’s until the legal function was restructured in 2012.

With £509bn of assets under management, significant operations in Europe, Asia and the US and stock exchange listings in London, New York, Hong Kong and Singapore, managing Prudential’s size and complexity presents a formidable challenge for the in-house function. In addition to overseeing legal matters for the group’s four main business units – Prudential Corporation Asia, Jackson National Life Insurance Company, Prudential UK and M&G – Porter’s first months in charge have been occupied with finalising the company’s legal panel, which kicked off in the summer of 2015 and has been delayed and subsequently revisited following Coltman’s departure. The last full panel review for the insurer was in 2011. Before joining Prudential in 2012 Porter had served as Tesco’s group GC, a position he had taken up following 15 years at British American Tobacco.

Geoffrey Timms: Group general counsel, Legal & General

Team headcount: 30

Law firms used: Clifford Chance, Eversheds, Macfarlanes, Pinsent Masons, Slaughter and May

‘At dinner parties when someone asks what I do I don’t I say I’m a lawyer, I say I’m a fixer.’ Although ultimately responsible for the legal team, Geoffrey Timms has taken on a much broader role that encompasses sitting on the boards of joint venture companies, maintaining business relationships, conducting negotiations, and acting as a corporate problem-solver. The closest Timms has come to doing pure law for a long time has been in the form of Solvency II, a new directive harmonising insurance regulations across the EU, which he says is by far the biggest issue the sector has faced since Basel II.

Timms, who joined Legal & General in 1999, says his experience allows him to deal with company-level problems, though he also credits his senior legal team with freeing him from a lot of worry. An added benefit of such long service, Timms says, is it allows him to voice awkward points when needed.

‘Any GC at an insurer had a big year. Geoffrey is top of them all.’

‘You have to be yourself,’ he comments. ‘Don’t try to conform to corporate typologies if it’s not you. A lot of people who don’t fit the standard corporate model try to copy it, but in doing so they lose the things that made [them] stand out in the first place.’

The legal team has been described as the ‘midfield of the organisation’ by Legal & General’s chair but Timms says gaining a reputation for running harder than anyone else means lawyers are the problem solvers people turn to when things get difficult when they should be introduced at the start of a process.

Timms is keen to address this by encouraging his lawyers to take up commercial and guidance positions across the company. ‘It’s a well-recognised fact that the legal team has some of the top talent in the company. They take projects on and they make commercial calls and the business people love them, but they still want to be lawyers rather than full-time businesspeople. It’s the same with me. I say I’m a fixer, but really I’m still a lawyer at heart.’

Despite being a veteran of the insurance industry, Timms still remains one of the cited names in the sector, with one Slaughter and May partner commenting: [Timms] definitely has to be on the list. He’s a must.’ Luke Powell at Macfarlanes strikes a similar note, citing the regulatory burden that goes with the job: ‘Any GC at an insurer has had a big year. Geoffrey is top of them all.’

Edward Davis: Group general counsel, AXA

Team headcount: 35

Law firms used: DAC Beachcroft, Pinsent Masons

To AXA’s longstanding UK legal chief Edward Davis, leading in-house means being active in the insurance giant’s strategic decision-making from start to finish. ‘You engage with people and live with the consequences,’ he says. ‘It’s all about relationships.’

The former Denton Hall lawyer has grown AXA’s team to 35 since joining ten years ago and now has overall control of the group legal department, group secretariat and the UK compliance team but has delegated management roles within the legal division. His core department heads include chief counsel for AXA healthcare Sam Patel, chief counsel for AXA insurance Mark Gardner, and general counsel for wealth Emily Coupland. Davis says: ‘It’s important we support each other and be technically good – being on point with the business. We’ve made a very deliberate decision to bring in both junior and senior lawyers.’

‘You engage with people and live with the consequences. It’s all about relationships.’

Davis has driven increased responsibility for handling legal work in-house: AXA UK’s legal function has reduced its external legal spend by 35% since 2011 with total legal spend currently less than £10m, around 70% of that spent in-house.

He now has a mandate in 2016 to look at its relationship with the premium fee firms it outsources work to. He says: ‘That review is ongoing – we’re looking at what sort of innovation our external firms are investing in and seeking to recalibrate the relationship with those firms. We’re looking much more at flexible resourcing, like Agile [Eversheds’ contract lawyer arm].’

This, says Davis, enables better handling of challenges arising from a more robust regulatory landscape shaping the insurance industry. ‘You’ve got to face up to regulatory change. It’s so important to make sure we’re connecting in the right way. Regulation is here to stay and massively influential on our business. What should our response be? We need to be on the front foot and making a contribution to the business.’

Sarah Walker: Vice president, global chief counsel, Aon Risk Solutions

Team headcount: 80

Law firms used: Clyde & Co

Sarah Walker is vice president and global chief counsel at Aon Risk Solutions, the risk management division of Aon and its retail broking reinsurance business. The division is both the largest and most complex of Aon’s three businesses and has 500 offices in 120 different countries globally. UK-based Walker has global responsibility for the retail risk businesses across the group and helps to handle legal matters relating to over 80% of Aon’s total business by revenue.

With a team of around 80 lawyers, including 50 in the EMEA region alone, she is the direct report for a team of deputies around the world, who are collectively responsible for the majority of Aon’s lawyers. She is described by one experienced partner in private practice as ‘the best kept secret in financial services law, absolutely exceptional and a real visionary and thought-leader’.

Walker is one of three global chief counsel who report to Aon general counsel Peter Lieb. In 2014 she was appointed to the chair of the global risk committee, and is a prominent member of the global legal leadership and risk governance team at Aon.

Richard Ferris: Chief counsel, Aon Risk EMEA

Team headcount: 54

Law firms used: CMS Cameron McKenna, DLA Piper, Freshfields Bruckhaus Deringer, Kennedys

Richard Ferris, chief counsel for Aon Risk EMEA, describes himself as ‘a bit of a spare rib’ within the Aon group, but says that he has a true EMEA role, covering every market that falls between the west coast of Ireland to the Afghan border and the North Cape down to Cape Agulhas. The extent of Ferris’ role is unusually broad: Aon has a client presence in most EMEA countries, business lines in around 70 EMEA countries and offices in 30 of them.

Ferris oversees a shared services platform that works across Aon’s three businesses – Aon Risk Services, Aon Benfield and Aon Hewitt – with lawyers in the UK, Spain, France, Ireland, Dubai, Sweden, the Netherlands, South Africa, and Germany, and supports the company’s core regional insurance and reinsurance offerings. This forces Ferris to think about how his team can work collaboratively, not only within the business but also with various regulatory bodies.

‘Regulation is a driver of innovation because it means the financial services industry can’t rely on money for old rope anymore.’

All insurance providers are dealing with the challenge of geographical diversity and the question of how they can operate as a global firm that allows clients to access capital across borders in a heavily regulated industry where the content of local regulation makes that very difficult. For Ferris, there is no simple solution.

However, he says transparency is the best way to establish a working relationship with the regulator and building compliance solutions is more effective than trying to find ways around the regulators. He views the Financial Conduct Authority as a key stakeholder and client, and says: ‘Regulation is a good driver of innovation because it means the financial services industry can’t rely on money for old rope anymore.’

Helping to sustain the commercial strengths of the company is, Ferris says, the main contribution the legal team makes to Aon. The insurance industry has not managed to harness analytics with the same degree of rigour and consistency as the rest of the financial services industry, but Aon is trying to outpace its competitors through its global risk insight platform, a fully integrated consulting business that sits within the company.

‘Our success is rooted in innovation and that’s not just a sound bite’, says Ferris. ‘We have invested in creating our own Accenture within Aon, and that attempt to offer something genuinely new to customers is what drives us.’

Ferris joined Aon in 2007 and ran the legal team in London before taking over the EMEA role in 2013.

Bill McGowan: General counsel, Arthur J Gallagher

Team headcount: 20

Law firms used: DAC Beachcroft, Olswang, Pinsent Masons, Simmons & Simmons

Bill McGowan joined US-listed global insurance broker Arthur J Gallagher (AJG) in June 2012 just as it was beginning a period of significant expansion, both in the UK and internationally. A year prior to McGowan’s appointment, AJG began a string of UK acquisitions that transformed the business from a mid-ranking insurer with 800 employees to a major global player with 4,500 employees in the UK and a further 1,500 based in other jurisdictions.

Shortly after McGowan took up his role as general counsel, the company acquired specialist insurance adviser Acumus along with the property and commercial businesses of Barbon Insurance Group. This was followed by the acquisitions of specialist insurer Giles and the transport broker Belmont International in 2013 and Oval Financial and Oval Healthcare in 2014.

McGowan was originally a corporate lawyer with extensive experience of completing acquisitions and integrating businesses. Just as important was his 15 years’ experience of working for a UK-regulated business with US-listed parent companies. Understanding how to build a risk and control framework that could properly manage the broad-based business AJG had become was, McGowan says, essential to steering the company through its rapid expansion. ‘Knowing how to build a legal function or a function such as risk or compliance in a UK business while understanding the issues of a US business and a rapidly expanding international business was just as important as knowing how to deal with [the] M&A strand.’

More recently McGowan has had to help steer AJG through a different type of organisational change. Around half of the company’s senior management, including the chief executive and chief financial officer, have left the company since 2014. According to one senior partner in private practice, McGowan has played a central role in keeping the business running smoothly in the face of these high-profile departures.

Continue reading “Insurance”

Funke Abimbola: General counsel and company secretary, Roche Products

Team headcount: Six

Law firms used: Arnold & Porter, Berwin Leighton Paisner, Covington & Burling, DAC Beachcroft, Eversheds, Herbert Smith Freehills, McCann FitzGerald

Promoted from UK and Ireland managing counsel to the new role of general counsel (GC) and company secretary at Roche Products in December 2015, Funke Abimbola is widely recognised as a leading GC in the healthcare and life sciences sector, after only making the leap to in-house from private practice in 2012.

Abimbola is commended for her outstanding work on a number of fronts. In particular she has deepened her commitment to fostering closer relations between lawyers and research and clinical teams, helping both sides to understand the technical issues involved from a new perspective.

Handling all aspects of law, including competition, regulatory, commercial, intellectual property, data protection and employment law, her team have been actively involved in protecting a diverse portfolio of products. Recent highlights include ensuring successful integration of four UK-registered InterMune companies into the UK and Ireland business following the acquisition of InterMune Group by Roche in 2014.

Members of the legal team have also been involved in successful business partnering with other groups within Roche, an initiative that has improved the team’s ability to provide strategic advice more closely aligned with business plans and business reviews, as well as gaining more product-specific knowledge.

Promoting gender and race diversity has also been a big focus of Abimbola’s achievements inside and outside Roche. She has recently become a Project Champion for the First 100 Years project, a digital film archive of female legal pioneers to mark 100 years since women in the UK were permitted to enter the legal profession.

She has also recently been appointed to the Diversity Recruitment Institute for Value and Excellence, a House of Lords committee on gender diversity chaired by Baroness Royall, which seeks to encourage an extra 10,000 diverse hires a year.

Abimbola say of her approach: ‘Supporting colleagues and maximising potential is one of the things you have to do as a responsible leader. I had to work hard to get to where I am and I suppose that after having overcome so many obstacles I feel privileged. Supporting and encouraging as many people as possible is something I enjoy most about the role I have.’

Daniel Toner: General counsel and company secretary, Spire Healthcare Group

Team headcount: 14

Law firms used: Allen & Overy, Freshfields Bruckhaus Deringer

The healthcare market generally is going through a turbulent period. With a public sector hit by scandals and funding squeezes, there are a number of people looking to make a dent in the pockets of larger private providers.

‘It’s a very political sector,’ says Spire Healthcare Group general counsel (GC) Daniel Toner. ‘Crisis management and mitigation is one of the most important things you can do to contribute to the business. As a lawyer, you’re trained to think in a certain way and lawyers tend to have a very strong ethical compass. That puts GCs in a good position to protect against reputational risk.’

‘I’m a bastard of an M&A lawyer who likes the cut and thrust of a deal, but this job made me realise how much you can help people.’

Toner says he looked at Spire’s clinical governance systems and processes some years ago and realised they needed to be more robust. It was a move that proved to be prescient: scandals at the Mid Staffordshire NHS Foundation Trust and Winterbourne View have brought reputational risk to the top of the healthcare GC’s agenda. Combined with an intense regulatory regime, this has created a market where providers are having to tread carefully.

‘I didn’t put our processes in place for the purpose of avoiding scandals, I put them in place because legal counsel in the sector have a moral duty to make sure they are as safe and efficient as possible, but it has ended up helping us pass regulatory reviews,’ says Toner. ‘It can mean the difference between a hospital with 500 staff remaining open and being closed down.’

Despite a decade working in the sector, Toner does not think of himself as a healthcare lawyer. In 2004, after nearly ten years in private practice as a corporate lawyer with a few in-house secondments along the way, Toner joined the commercial directorate of the Department of Health, a scheme set up to increase private capacity in UK healthcare. Toner made the move to Bupa Hospitals in 2006, though shortly after joining a bid from private equity firm Cinven that turned Bupa Hospitals into Spire saw him return almost immediately to corporate affairs.

‘I joined as sole lawyer and built up a team of 14 people. I’ve also taken on company secretary and risk responsibility. We started out with a very commercial focus – JVs, hospital builds, a couple of big acquisitions and a number of smaller acquisitions on the corporate side.’

Toner believes most of the skills needed to be a good GC lie beyond legal training. ‘Being a GC is about understanding the business and the sector. It is not being a lawyer at all really. You’re there as an ambassador for the business and you need to understand the grassroots of it. Every member of my team spends one or two weeks on the shop floor, including time observing in the operating theatre. It’s very different from the standard experience as a lawyer and that is vital if you want to develop people to run an organisation. I am director of the NHS Partners Network, the trade association that all private sector providers sit on, I’ve been to Number 10 and lobbied there, I’ve met with NHS chiefs to discuss changes to the law. None of that is legal stuff, but it’s all a hugely important part of my job.’

Toner says his biggest achievement has been making things safer for patients. ‘It’s something I never thought I’d say, because I’m a bastard of an M&A lawyer who likes the cut and thrust of a deal, but working in this sector has made me realise how much you can help people and organisations through effective management.’

Eddie Lawson: General counsel, Alliance Healthcare

Team headcount: Five (UK)

Law firms used: Allen & Overy

Pharmaceutical distribution in the UK changed significantly in 2007 with Pfizer’s introduction of the direct-to-pharmacy (DTP) model, an agreement between the manufacturer and Alliance Healthcare that has since been replicated throughout the industry, reducing wholesalers to providers of logistics rather than buyers and re-sellers of pharmaceutical manufacturers’ products.

Eddie Lawson was sitting at the negotiating table for Alliance during the first DTP deal and saw how quickly the industry can change. The pharmaceutical sector is now facing even more significant changes, with blockbuster drugs coming off patent just as the pipeline of new products is drying up, while an ageing population and cuts to healthcare spending by European governments squeeze margins.

For Lawson, the only way to prepare for these sweeping changes is to have a longstanding experience of how similar scenarios have played out in the past. ‘I’m often struck by how things happening in one jurisdiction will pan out in a very similar way to the things I’ve seen previously in another,’ he says. ‘That means I know what activities are required, what market restrictions are typically in place and how it’s likely to affect our business across the board. I’ve been at the company 16 years so I’ve seen a whole range of things come up time and again.’

For Alliance, another big change came in 2014 when the Walgreens Boots Alliance strategic partnership, one of the largest retail pharmaceuticals mergers ever, closed. As a distributor whose retail operations lie in markets not covered by Walgreens, Alliance was largely unaffected by business integration following the merger, but Lawson and his team have been drawn into difficult data privacy and compliance issues related to operating on a single system.

Alliance places its lawyers where the business is and avoids a large central team, meaning Lawson operates with a core team of just five in the UK. In addition to providing support to central business functions, Lawson’s role is largely one of surveying the company’s operations in various markets and conveying strategic risks across the business.

Bill Mordan: Executive vice president, general counsel and company secretary, Shire

Team headcount: 30

Law firms used: Cravath, Swaine & Moore, Ropes & Gray, Slaughter and May

Following Flemming Ornskov’s appointment as chief executive in 2013, UK-listed global speciality biopharmaceutical company Shire has acquired around $50bn worth of assets, transforming it into one of the world’s leading drug makers. Executive vice president, general counsel (GC) and company secretary Bill Mordan joined the company in October 2015 when it was midway through this run of acquisitions and played a major role in its largest purchase to date, the $32bn acquisition of rare disease drug maker Baxalta (due to close in the second quarter of 2016).

One Magic Circle firm partner, who worked with Mordan on the deal, describes him as a ‘first-class lawyer and one of the smartest guys I’ve ever worked with’.

As a UK-originated, Irish-headquartered entity with operational headquarters in the US, primary listing on the London Stock Exchange and a secondary listing on Nasdaq, Shire’s legal team needs a high level of cross-border expertise. Mordan, who is based at Shire’s US operational headquarters, adds experience of working for a UK-listed company from his previous role at RB where he served as group GC.

During his 13-year tenure at the consumer goods giant, Mordan gained first-hand experience of pharmaceuticals M&A work, orchestrating a demerger of the company’s pharmaceutical arm, for which he then created a new in-house team to allow it to float on the London Stock Exchange as a rebranded independent entity, Indivior. Mordan joined RB in 2003 following a number of positions working in the US and Latin America for Procter & Gamble. He reports directly to Shire’s chief executive and is a member of the executive committee.

Felix Ehrat: Group general counsel, Novartis

Team headcount: 900

Law firms used: Bär & Karrer, Freshfields Bruckhaus Deringer, Linklaters

As group general counsel (GC) of the largest healthcare company in the world by market cap, Felix Ehrat has to keep on top of the legal and commercial risks in over 180 markets. Ehrat has led Basel-based Novartis through some of its most transformative deals. Last year he helped it complete the final stage of its asset-swap deal with GlaxoSmithKline (GSK), with the Swiss company acquiring GSK’s cancer and multiple sclerosis drug business in exchange for its own assets. The deal was part of a hugely complicated three-stage process involving £11bn of assets that saw the two companies combine their consumer healthcare businesses while swapping non-core lines.

Overseeing mergers and acquisitions and advising on strategy is just one aspect of Ehrat’s contribution to Novartis’ future. In an industry where research and development cycles can be measured in decades and involve costly trials with no guarantee of success, spotting risks that could have an impact in a number of years’ time is essential. With healthcare spending in Europe slowing, the risks Novartis will face in trying to grow its business in emerging markets have become more important than ever. The introduction of nanotechnology to the drug market will also change how pharmaceutical companies interact with customers and evaluate risks.

For Ehrat, understanding how emerging trends in healthcare will affect Novartis’ strategy and how the legal team will need to evolve is the foundation of his role as GC. He has been in his post since October 2011 and is a member of the executive committee of Novartis. He was previously managing partner of Zürich-based law firm Bär & Karrer, where he worked for 25 years as a corporate and M&A lawyer.

Penelope Dudley: Chief legal officer, Bupa

Team headcount: 85

Law firms used: Addleshaw Goddard, Herbert Smith Freehills, Slaughter and May, White & Case

Former global markets director of legal and corporate affairs Penelope Dudley replaced Paul Newton as chief legal officer at Bupa on 1 April 2016. Ascending to the top legal position in a competitive, highly-regulated and complex sector is a challenge for any in-house lawyer, particularly if the position in question is replacing a figure as well known within the industry as Newton, who sat on Bupa’s global executive board and played a key role in shaping the organisation as a whole.

Healthcare is also a highly politicised sector that faces varying reputational risks from country to country. Instilling a culture of leadership across the legal team is especially important at an organisation which generates 80% of its revenue outside the UK and has a customer base in 190 countries worldwide. Dudley will take charge of a global team of 85 lawyers and an annual legal spend of over £11m as she oversees both the day-to-day legal problems facing the company and reports on the operational risks it faces in its various markets.

Dudley has been a member of Bupa’s legal team since 2010 and has handled the legal team of Bupa Global Market Unit since 2013.

‘Jeff brings a very technically informed perspective to whatever he does and has assembled a great team.’

Jeff Pott: General counsel, AstraZeneca

Team headcount: 30 (UK)

Law firms used: Arnold & Porter, Bristows, Covington & Burling, Davis Polk & Wardwell, Gowling WLG, Freshfields Bruckhaus Deringer

Jeff Pott leads a multidisciplinary and multinational team of lawyers at Anglo-Swedish multinational pharmaceuticals giant AstraZeneca. He was appointed as general counsel in January 2009 and has overall responsibility for all legal matters, including competition and intellectual property. With a market capitalisation of over £50bn, AstraZeneca is one of the largest companies in one of the most heavily regulated sectors in the world, with everything from manufacturing to marketing and clinical trials subject to rigorous controls.

Dealing with this level of regulation while retaining a focus on wider strategic issues is a delicate balance. According to Freshfields Bruckhaus Deringer corporate partner Julian Long, who has worked closely with Pott on many occasions, it is a balance that the AstraZeneca GC has used to his advantage.

‘There are two things GCs need to do well and Jeff does them very well. All senior counsel get to where they are because they have a specific skill, which in Jeff’s case was pharmaceutical patents. He has taken that skill and used it across a broad range of matters to bring a very technically informed perspective to whatever he does. The other thing GCs need to do is assemble great in-house teams, which Jeff has excelled at.’

Among the issues Pott has focused on recently have been AstraZeneca’s busy M&A workload. Over the last two years the team has not only been engaged with Pfizer’s £70bn hostile bid for AstraZeneca – an ultimately abandoned deal that would have created the world’s largest pharmaceuticals business – but its own acquisition of Dutch biopharmaceuticals company Acerta.

Pott joined AstraZeneca in 1995 and has worked in a number of roles within its legal team. Before joining the company he spent five years at US law firm Drinker Biddle & Reath as a pharmaceutical product liability litigation and antitrust lawyer.

Paul Mussenden: General counsel and head of strategic affairs, BTG

Team headcount: Nine

Law firms used: Allen & Overy, Bristows, Morgan, Lewis & Bockius, Stephenson Harwood

For smaller listed UK biotech and pharmaceuticals companies, the market has been something of a train wreck in recent years, notable more for its failures than its successes. But FTSE 250-listed specialist healthcare company BTG has been a notable outlier. General counsel (GC) and head of strategic affairs Paul Mussenden is recognised for having played a substantial part in the company’s success and is cited as one of the leading legal figures in the sector.

While BTG’s last few years have been a success, there have been challenges along the way, according to Mussenden. ‘The industry is facing growing regulatory complexity, particularly for companies that operate in the niche of combining drugs and devices. The framework isn’t clear or harmonised for international businesses across different geographies.’

‘Superlative judgement, deep knowledge of the sector and ability to apply just the right degree of pressure to the tiller.’

One of the most surprising things about BTG is how lean the legal team is for a company of its market cap, with seven lawyers and two paralegals split between London and Philadelphia overseeing all internal matters, which stems from Mussenden’s preference to ‘deepen expertise rather than grow the legal team’. Each lawyer in the team is expected to act as a ‘mini GC’, capable of advising on business issues and offering guidance as well as legal advice.

Mussenden’s role has evolved recently to encompass membership of the executive team and accountability for intellectual property, compliance, regulation and ownership of risk, and he has also led on several significant M&A transactions.

Andrew Edge, head of corporate at Stephenson Harwood, has advised BTG for many years, including on the acquisition of interventional pulmonology company PneumRx in 2014 and the acquisition of EKOS Corporation in 2013. He describes Mussenden as being ‘very highly regarded both within and outside BTG’ and praises his ‘superlative judgement, deep knowledge of the sector and ability to apply just the right degree of pressure to the tiller with both internal and external legal teams’.

Susan Wallcraft: General counsel and company secretary, Wellcome Trust

Team headcount: 12

Law firms used: CMS Cameron McKenna, Olswang

With an endowment of around £18bn, the Wellcome Trust is the largest non-governmental source of scientific funding in the UK and one of the largest life sciences and health funding providers in the world. Susan Wallcraft has been general counsel (GC) and company secretary at the UK-based charitable foundation since 2012.

Wallcraft joined Wellcome after eight years at Pfizer, where she served as assistant GC. Although many of the issues facing a listed corporate – competitors, shareholders, antitrust – are no longer on Wallcraft’s agenda, she finds the same basic questions of risk and reputation are very much a part of her role at Wellcome.

‘Most of what I do here is around governance and managing risk appropriately,’ she says. ‘When it comes to assessing an investment risk it’s fairly straightforward, but the bigger question we face as lawyers is whether we as an institution are doing the right thing and taking the correct approach.’

One of her key contributions has been to implement a values-based code within the legal team. ‘It is very common in the charity sector to abide by a “you shall” code of conduct, but I ripped up the rules we were working to because I felt they were preventing our lawyers from thinking about the best way to act in accordance with Wellcome Trust’s values.’

Among the biggest challenges Wallcraft and her team face is managing Wellcome’s reputational risk. The trust suffered damage following The Guardian’s ‘Keep it in the ground’ fossil fuel divestment campaign, just as falling oil prices wiped nearly £200m off its investments. Although Wellcome does not engage in fundraising activities, it has been tangentially impacted by negative publicity surrounding the activities of a number of charities in the UK and Wallcraft has had to help manage its public relations strategy in the face of changing public attitudes to the sector.

Continue reading “Pharmaceuticals and Healthcare”

Robert Ivens: Head of legal, Marks and Spencer

Team headcount: 30

Law firms used: King & Wood Mallesons, Lewis Silkin, Osborne Clarke, Slaughter and May

Over the last five years, Marks and Spencer has made its way back into Europe. The retailer returned to Paris in 2011 following a ten-year absence and has since launched stores in Belgium, Holland, Greece, Spain and eastern Europe. Overseeing this from a legal perspective is one of the most experienced and assured general counsel in the business, Robert Ivens. Ivens says the international push has helped to embed the legal team’s knowledge within the organisation.

‘Having a stable legal department can become a cost saver over time and add value to a business.’

‘We’ve been going into all of these places and looking at the contractual side, the regulatory side, and how to provide services to a store. Even something as basic as sorting contracts for the supply of logistics can be a challenge in an unfamiliar location. The upshot is we’ve got some really good systems in place to do all of this if we go into a new market. That’s a great example of how having a stable legal department can become a cost saver over time and add value to a business.’

Having built up this body of knowledge, the main challenge Ivens now faces as head of legal is finding new ways to manage and retain the talent within his team. ‘Generally you’re limited in your ability to promote lawyers within a company unless you’ve got high staff turnover. With a stable team, the capacity to promote and add to somebody’s area of responsibility is invariably limited,’ he says. Ivens should know – he joined Marks and Spencer as a solicitor in 1985 and became head of legal in 1989, making him one of the longest-serving legal heads.

Learning and development therefore becomes very important, and Ivens says part of any general counsel’s job now is spotting opportunities and seeing that a lawyer can offer something another professional cannot.

Helping the company meet its sustainability targets has provided a big opportunity for Ivens and his team to contribute outside their legal roles recently. Senior lawyer Heather MacRae sits on the company’s sustainability policy board committee, chaired by chief executive Marc Bolland, while the real estate team now assists the property development team in construction planning to help the company install solar panels on its properties.

Robert Blok: Group legal director, Virgin Management

Team headcount: Four (UK)

Law firms used: Allen & Overy, Bird & Bird, Bond Dickinson, Burges Salmon, Dentons, Harbottle & Lewis, Herbert Smith Freehills, Macfarlanes

With a portfolio of more than 400 businesses worldwide offering everything from mobile phone services to commercial space travel, the Virgin Group is a challenging organisation to co-ordinate. For Robert Blok, group legal director of Virgin Management, which supports the Branson family’s investments and helps protect the brand identity of the various Virgin businesses, the bigger challenge is keeping up with the owner’s vision for how the company should operate. ‘You need to be flexible and light on your feet to work with Richard Branson,’ he says. ‘He has a lot of big ideas and we have to find ways of implementing them.’

‘You need to be light on your feet to work with Richard Branson.’

One such notion has been the company’s unlimited holiday policy. ‘It’s obviously very much a Richard Branson idea,’ says Blok. ‘It’s about treating people as adults who can manage holiday entitlements within the team while making sure the team is able to work properly. It’s a great idea but it’s challenging to make it work from a legal perspective and still deal with people’s contractual rights.’

Protecting the identity of the Virgin brand on behalf of the businesses that make up the group, most of which operate under licence and are not directly owned by the company itself, is another key challenge that falls to Blok. Although his role is primarily as a go-between helping to communicate the Branson strategy to Virgin businesses, he takes a hands-on role in the group’s larger transactions. Last year he led on helping to bring South African investor Brait into Virgin Active in a £682m deal, and in 2014 he oversaw Virgin Money’s IPO on the London Stock Exchange.

Martin Bowen: Head of legal, Dyson

Team headcount: 47

Law firms used: Drinker Biddle & Reath, Gowling WLG, Kirkland & Ellis, Osborne Clarke

Over the past two years Dyson has experienced growth of around 20% a year, primarily driven by new product categories it has pioneered. To deal with the legal challenges this growth throws up, Martin Bowen has had to introduce some new ideas of his own, allocating lawyers to new product categories so they can sit in on meetings while ideas are still at the concept stage. This allows his team to gain a more rounded view on market risks and opportunities while ensuring legal rigour is built into the process early on.

This means Bowen’s team takes up the roles of interpreters and mediators, translating terms and assumptions between engineers, designers and commercial teams.

‘There is a ripple effect of having legal involved at an early stage and it removes a lot of problems later on,’ says Bowen, who has been with the company’s legal team since 1998 and has been head of legal since 2009. ‘We are weeding out errors and misunderstandings at the early stage and then sending that out to other areas.’

Much of Dyson’s recent growth has been in Asia, which makes early involvement of the legal team all the more important. ‘Our focus is on making different and better products, and that means comparing them with other products on a global basis. Legal information on risk factors and safety standards needs to be present from [the] beginning. If lawyers are involved at an early stage, we can contact the legal team in Japan and ask how certain product features will be perceived, whether we can sell it on this basis in that market, whether there any legal problems if we do it this way. It really means we can do our theorising at the same time as the engineering department. Legal can help shape the process and not just respond to it.’

Lawyers from the in-house team are now training Dyson’s engineers, helping them to approach product design from a legally-aware standpoint. ‘Speedy collaboration is absolutely vital to what we do as a company and as a legal team,’ says Bowen. ‘We still have to be able to measure what we do and how we do it, we still have to offer all of the core skillsets and legal advice, but at the same time we’re adding value to the business all the time. Lawyers tend to play the same tactic of setting a wholly negative tone, but if you just become the droning voice of negativity people switch off. Lawyers consistently underplay opportunities and overplay risks. I have made it our policy not to do that.’

‘The rare combination of searing intelligence and immense pragmatism.’

Clare Wardle: General counsel, Kingfisher

Team headcount: 150

Law firms used: Bird & Bird, Freshfields Bruckhaus Deringer, Hogan Lovells

Clare Wardle ‘offers the rare combination of searing intelligence and immense pragmatism,’ says one private practitioner, which enables her to make a ‘very valuable contribution to the business and navigate the change necessary to unlock the real potential of the Kingfisher group’.

Wardle has a long and varied career. Called to the Bar in 1984, she moved to Lovells in 1986 for ten years. Her first stint in-house was at the Post Office, where she served as head of legal before working as general counsel (GC) and company secretary at Tube Lines. She joined British retailer Kingfisher in 2010 as group legal director and took over as group GC in 2012, where she became responsible for risk, legal and governance matters.

The retailer, which owns the B&Q DIY chain, operates a lean legal team of three lawyers under Wardle’s leadership, preferring to retain day-to-day work in-house and only outsource specialist mandates to firms. Magic Circle advisers, including Freshfields Bruckhaus Deringer, are called upon as ‘board advisers’, according to Wardle, while mid-tier firms are instructed for issues relating to personal injury and employment work.

Operating across 12 countries, Wardle says a key challenge for the retail sector has been grappling with significant change, particularly ‘omni-channel retailing’ – with customers now shopping online, by telephone and in store. ‘It brings many issues, including data protection, cross-border applications, and integrating processes you’ve written for one channel that can be used across the piece. It’s about getting the contractual matrix right.’

It was announced in September 2015 that Kingfisher is expected to open 200 Screwfix outlets and close one-in-six B&Q stores as the company restructures itself to reflect changing DIY habits. Wardle will additionally carry out a major review of the company’s external legal adviser panel this September.

Wardle says the best experience she has had comes from working with great people and her style reflects what she learned from one mentor, former Kingfisher chief executive Ian Cheshire, now chair of Debenhams. ‘He taught me about never losing your temper. When I was first in the boardroom, they said I wasn’t effective enough at presenting my reports. Ian said: “Look Clare, put your head up and don’t sit to one side.”’

She adds that a key feature of an effective GC is understanding the purpose of your role. ‘We are not the marketing director or commercial – our job isn’t to make a splash. It’s to make a business function well, even on [the] more external-facing side. You are the conscience of the company, not the face of it. You can get anyone to do anything if you’re prepared to face the consequences and you’re prepared to give away the credit.’

Ritva Sotamaa: Chief legal officer, Unilever

Team headcount: 500

Law firms used: Baker & McKenzie, Cravath, Swaine & Moore, Mayer Brown, Olswang, Slaughter and May

Overseeing the legal function of a company the size of Unilever introduces a number of unique challenges. Ritva Sotamaa, chief legal officer at the Anglo-Dutch FMCG giant, has ultimate responsibility for the legal issues stemming from the hundreds of Unilever products used by around two billion people each day. With over half the company’s turnover generated in emerging markets and a presence in around 200 jurisdictions, keeping a broad overview of risks affecting the business is essential.

When Sotamaa joined Unilever in 2013 she outlined a vision of making the legal team world class. An important element to this was helping Unilever’s lawyers understand how large and complex the organisation is, leading Sotamaa and her global legal operations director, Saswata Mukherjee, to launch an ‘academy’. At the academy, Unilever’s lawyers are trained in a range of business and management skills while learning about the issues the company faces.

In the same year that Sotamaa was appointed chief legal officer, Unilever announced plans to double its turnover while halving its environmental impact. Accordingly, the academy also provides training on ethical initiatives, helping the legal team, which houses Unilever’s business integrity function, to find opportunities for development beyond the law.

Over recent months, the legal team has developed a new IT strategy to help with this process and has added new contract management software to its systems. The legal team has also undertaken a substantive panel review recently, with 16 international firms added to the global panel following a six-month selection process that began in 2014.

Prior to taking up her role as chief legal officer at Unilever, Sotamaa spent the bulk of her in-house career in healthcare, with previous positions as global general counsel (GC) at Siemens Healthcare, GC at GE Healthcare and legal counsel at Finnish-listed medical instrument manufacturer Instrumentarium.

Nigel Paterson: General counsel and company secretary, Dixons Carphone

Team headcount: 18

Law firms used: DLA Piper, Linklaters, Osborne Clarke

In April 2015 Nigel Paterson replaced the interim joint-general counsel (GC) team of Helen Grantham and Tim Morris, who had previously occupied the top legal positions at Dixons and Carphone Warehouse respectively after the two companies merged in 2014. The merger combines PC World, Currys and Carphone Warehouse stores, as well as various subsidiaries in Greece and the Nordics under a single company.

The success of the deal has come as a surprise to the market. ‘People were sceptical at the time,’ says Paterson. ‘There were headlines comparing it to two drunks propping up the bar, but our share price is one of best-performing stocks in the FTSE. We’ve been busted by the same winds as everyone else but we’ve disproved the doubters.’

The company has also made its first big move outside the UK. Following a pilot in the US, it has entered into a joint venture with Sprint, which will see it provide support to 500 Sprint stores.

Although the logistical and business integration of the two companies was well underway when Paterson joined, the integration of legal teams was proving more difficult and Paterson was brought in to meld the functions as an outsider not imbued with the culture of either side.

One partner who observed the process says Paterson has ‘done a fantastic job of managing a very difficult integration. Dixons and Carphone Warehouse were two very different businesses with two very different corporate cultures and approaches. The legal teams were almost diametrically opposed in their view of how to do things and having someone neutral come in and deal with the fallout and cultural aspects of the integration process was absolutely essential.’

Prior to his move to Dixons Carphone, Paterson was GC and manager of the governance and compliance at BT Consumer Legal and had been with the company since 2000. He trained at Linklaters and had previously served as legal counsel at ExxonMobil International.

Siobhan Moriarty: Global general counsel, Diageo

Team headcount: 140

Law firms used: Addleshaw Goddard, Pinsent Masons, Slaughter and May

Diageo’s Siobhan Moriarty has made a name for herself in the in-house community, both as an outstanding practitioner and a champion of gender diversity in executive roles. Currently half of the senior legal roles globally are held by women. Moriarty, alongside Diageo’s chief executive Ivan Menezes, is also a joint sponsor of the company’s diversity initiative and is actively involved in the inclusion agenda of the company’s Indian business.

Moriarty, who sits on Diageo’s executive committee, is cited for her leadership of the legal function across Europe, a role she stepped into in 2013 following her predecessor Tim Proctor’s retirement after 13 years as GC. She oversees a 140-strong legal team that deals with issues spanning M&A, intellectual property and antitrust work on an international scale.

Additional responsibilities include her leadership of Diageo’s ‘authenticity’ programme, which bids to drive better business performance through client relationships. And where in-house legal is often burdened with justifying its cost, the team has faced a turbulent period with three consecutive years of falling organic sales due to the company’s heavy investment in once-booming emerging markets that brought about a global internal restructuring.

Initially keen to forge a career at the Bar in Ireland, Moriarty instead pursued a career as a solicitor and spent seven years at Clifford Chance (CC). During her time at CC, she completed a secondment handling commercial work for a leading bank before moving to Guinness, which at the time was heavily immersed in merger negotiations with Grand Metropolitan, a deal which became the largest corporate merger on the London Stock Exchange and created Diageo.

This year sees Moriarty tasked with helping execute deals for Diageo’s growing business portfolio. Diageo is expected to approach Brown-Forman, the owner of the Jack Daniel’s and Southern Comfort brands, which is tipped as one of the next big takeover targets in the drinks industry.

Moriarty says the best training she ever received was the company’s leadership programme, a ten-month assignment to help employees identify their position with the ambition of the organisation. She says: ‘If people are connected you get a lot more discretionary effort and an exponential impact on performance. It means you’re getting the same challenges from a strategic and thoughtful perspective.’

Perspectives: Robert Ivens, head of legal, Marks and Spencer

What are the biggest challenges facing Marks and Spencer today?

Litigation and risk analysis and what steps you can take to stop it is the ongoing thing we’re looking at. There’s the old cliché about making legal teams appear as something other than a cost, but it’s something that I see big developments in when I look at the in-house space. If you look at the legal and regulatory environment you can see some interesting opportunities to examine claims and put together a business case for pursuing them. It’s a cost/benefit analysis.

Companies on the continent like Deutsche Bahn and Metro do this particularly well. For example, you look at follow-on damages for cartel cases – where you’ve overcharged customers – you look at the range of activities you were engaged in and ask to what extent you can recover claims under a more liberal regime. It’s important to do that as in-house lawyers because it allows us to come to the table and say we’re trying to make money.

What are other initiatives on your agenda?

We’re helping people to develop their skills into non-legal channels and I suspect that will be the case for years to come. We’ve got 30 people in the legal team, so our capacity to promote and add to somebody’s area of responsibility is limited.

For Generation Y there is a big career path, and as GC you have to try to address that. What can we do to encourage staff to bed in when we can’t just throw money at them or promote them? Learning and development are very important, and the question for us is what can we offer our lawyers internally that goes beyond the day job? We’ve got a learning and development tsar who looks at what we can leverage, internally and externally from firms. We also try to give people other skills – financial skills, negotiation skills – and a development plan for each lawyer.

‘This allows us to come to the table and say we’re trying to make money.’

What have been the main contributions the legal team has made to the company?

We’ve been part of getting M&S back in Europe. We’re in Paris, we’ve got a toehold in Belgium, and in Holland, as well as stores in Greece and Eastern Europe. So we’ve been going into all of these places and looking at the contractual side, the regulatory side, how to provide services to stores in central Paris and so on. The upshot is we’ve got some really good systems in place to do that now, so if we go into Spain we have an established model of how to approach it and knowledge embedded in legal that can help the company.

If we were going into a new territory we could use that knowledge, even for something as basic as contracts for supply of logistics. We would know the risk points and clauses already. All of the services agreements needed to open a store in a new territory are familiar to us now so the cost comes down each time. That’s a great example of how having a stable legal department can become a cost-saver over time and add value to a business.

What have been the big changes in the retail sector?

If I look back over the last three years and project forward then one growth area is sustainability. Every retailer will have its own sustainability policy now and it will periodically review to say that was planned on target.

What’s the one thing GCs typically get wrong?

The biggest danger is divorcing yourself from the organisation. It’s very easy to come up with the safe option on risk but you have to understand what the company wants to achieve to know what the appropriate risk assessment is. Being a proper lawyer and aligning yourself with [the] company’s interest is the biggest challenge any GC will face, but it’s also the essence of the job.

John Davidson: General counsel and corporate affairs director, SABMiller

Team headcount: 35

Law firms used: Allen & Overy, Cleary Gottlieb Steen & Hamilton, Herbert Smith Freehills, Hogan Lovells, Linklaters

The world’ second-largest brewer by revenue, London-listed SABMiller has come a long way since its foundation as South African Breweries in 1985 and, with Anheuser-Busch InBev’s pending £71bn takeover bid, it is set to enter a new phase in its development. Overseeing the legal operations of this brewing giant is John Davidson and his team of highly experienced corporate finance lawyers. Davidson is chiefly recognised for his achievements in building and managing one of the leading teams in the industry and for his work on a number of outstanding deals, not least the ongoing AB InBev transaction.

A highly-regarded corporate partner at Lovells for 15 years before joining SABMiller in 2006, Davidson is widely recognised as a standout individual by firms, and leads a well-regarded team containing lawyers such as 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). Hogan Lovells 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.’

‘John Davidson is very well-liked,’ says Addleshaw Goddard partner Andrew Rosling. Davidson is also praised for his close work with business teams and his ability to handle extremely complex transactions.

Keith Hubber: General counsel and company secretary, John Lewis Partnership

Team headcount: 16

Law firms used: Burges Salmon, Dentons, Eversheds, Slaughter and May

Handling legal affairs at one of Britain’s largest retailers is no easy task. John Lewis Partnership, which owns retail chain John Lewis and supermarket chain Waitrose, employs over 90,000 people in the UK but is overseen by a team of just 16 full-time lawyers. Keith Hubber is responsible for all legal matters, including corporate governance and compliance at the two entities.

Hubber joined John Lewis as general counsel (GC) in February 2015, replacing interim director of legal services Alan Buchanan, who had taken on the role following the decision of company secretary and director of legal services Margaret Casely-Hayford to focus on her charity work at ActionAid UK in 2014.

Prior to joining John Lewis, Hubber was deputy GC at BG Group. He served as an officer in the Royal Navy before moving to Taylor Joynson Garrett in 1990.

Although Hubber has only been in the job for a short time he has already taken some important steps in making his mark on the legal team. Five months into the role he had reviewed and subsequently revised the team’s structure, dividing it into practice areas and moving lawyers closer to the various businesses within the partnership. He has since moved on to explore new ways of encouraging the legal team to interact with business by arranging on-site visits and getting them involved in wider business meetings.

Hubber’s other big contribution has been to complete a law firm panel review. Reflecting John Lewis’ slogan, ‘never knowingly undersold’, he has shed several providers to leave the legal team with a more competitive core of four regular firms that handle volume work and provide Hubber and his team with secondees.

Alistair Asher: General counsel, The Co-operative Group

Team headcount: 40

Law firms used: Addleshaw Goddard, Allen & Overy, Pinsent Masons, Weightmans

Having spent 34 years at Allen & Overy (A&O), veteran corporate partner Alistair Asher took just two days to clear his desk and inform clients he was taking on the general counsel (GC) role at The Co-operative Group in June 2013.

He first came into contact with the Co-op in spring 2013 after his A&O colleague Richard Slynn, Co-op’s relationship partner, asked that Asher have a look at the work he was doing on the group’s banking division. The team discovered a £1.5bn capital shortfall in the bank’s balance sheet and within weeks its former chief executive Euan Sutherland wanted Asher on his team as group GC and as a member of the society’s management executive committee. Asher took responsibility for a wide range of business activities, including the company secretary department and the 20% shareholding that the group held in the bank, since sold back to majority shareholder Unity Trust Bank in January giving the bank independence from the group.

Asher’s role at the Co-op has been one of saving the bank and working on a new strategy for the organisation going forward, including changing the corporate governance structure and establishing a new member council and a new board and executive.

In early March 2016 the group confirmed it is set to invest £75m into over 200 of its private-label lines, bringing annualised investment from the retailer to over £200m by the end of 2016.

Asher additionally oversees NOMA, a major property development project, in a joint venture with Hermes Real Estate, which features the redevelopment of 20 acres in the site around the Co-op’s headquarters in Manchester – an office, retail and residential development that has the backing of Manchester City Council. He also sits on the board of The Co-operative Insurance, which is still 100% owned by the group, and is chair of the board of The Co-operative Legal Services, the group’s legal services arm set up in 2006, which is split between London and Bristol.

Asher has support from a department of 40 lawyers, as well as the Co-op’s head of legal, Jim Tully, who was tasked with carrying out an informal review of the group’s panel firms last summer.

Paul Lister: Director of legal services and company secretary, Associated British Foods

Team headcount: 45

Law firms used: Allen & Overy, Herbert Smith Freehills, King & Wood Mallesons

Associated British Foods (ABF) has faced some public setbacks in recent years, but longstanding legal chief Paul Lister is praised for keeping the group’s reputation intact.

As the parent company of discount clothes chain Primark, ABF was forced to seek redress for reputational damage in 2011 after a BBC Panorama programme made allegations that Primark has used child labour in India. Lister spent three years working to repair the damage, including five court appeals, before the BBC was subsequently required to apologise and admit that a 45-second clip should not have been broadcast.

Further controversy was to follow Primark in 2013, when the Bangladesh-based Rana Plaza building collapsed due to a structural failure, killing an estimated 1,130 people. Lister took the lead on ensuring food and short-term compensation was given to all individuals in the building, not just those working for Primark, and further established a long-term compensation scheme for people working in the ABF supply chain.

He says: ‘How would I even have distinguished 600 people from 3,000 in the building? Tell someone you can’t have any money? You can label yourself as a GC and look at the law, but what’s the right thing to do? That’s right for the business too because you’re protecting the business as well.’

Dealing with such high-impact situations has made Lister one of the most highly-regarded GCs in the retail arena. Comments one admiring partner: ‘An incredibly charismatic guy who is in tune with the business. Sometimes you don’t notice that he is a lawyer because he is so in the thick of the business discussion.’ Another comments: ‘Paul knows everything about that business and is part of the decision-making, just not at a legal level; he has become crucial to its operations.’

Starting out as an articled clerk at Theodore Goddard in 1986, Lister moved in-house as a corporate lawyer at Guinness in 1994 before joining ABF in 2001. He runs a 45-strong lawyer team that makes a concerted effort to reduce costs, including in 2014 carrying out an analysis of the department’s spend to establish where savings are best made.

Adrian Morris: General counsel, Tesco

Team headcount: 220

Law firms used: Allen & Overy, Berwin Leighton Paisner, Freshfields Bruckhaus Deringer, Hill Dickinson, Squire Patton Boggs

Tesco has faced its fair share of controversy in the last two years but Adrian Morris is widely credited with helping to lead the retail giant’s fight back.

In 2014, the supermarket group, led by chief executive Dave Lewis, suspended four of its senior executives in response to an overestimation of its first-half profits by around £250m.

The overstatement was first discovered when a whistleblower alerted Morris on a Friday afternoon. Morris informed Lewis, who spent the weekend scrutinising the business. Drafting in Freshfields Bruckhaus Deringer and Deloitte to review the situation, the regulators soon followed, with the Serious Fraud Office and the Financial Conduct Authority announcing their own investigations. A shareholder claim was subsequently issued against Tesco over the estimated £263m black hole in the supermarket’s profits.

One private practice partner sums the situation up: ‘Adrian has been through the mill. He walked in when it was the biggest and best and he’s been fighting wars ever since. He’s also had to deal with the turnover of management. He’s key, because Tesco has such a big profile. He has had to deal with all the overseas sell-offs, deal with the investigations, deal with the change of management. I wouldn’t wish that on anyone but Adrian has steered the ship.’

Morris has since hired Diageo’s M&A counsel David Berry – himself tipped as a name to watch – to lead legal support for the UK and Republic of Ireland business as the company underwent a restructuring of the legal team following the exit of some of its lawyers.

Scandal aside, on the back of the supermarket opening fewer stores, Morris takes a strong view on driving efficiencies where he can and in 2014 streamlined the company’s roster of legal advisers for real estate. The move saw long-time adviser Berwin Leighton Paisner given the bulk of property work across England and Wales.

Sarah Nelson Smith: European legal director, KFC/Yum! Brands

Team headcount: Three (UK)

Law firms used: Burness Paull, Eversheds, Squire Patton Boggs, TLT, Whiting & Purches, Wright Hassall

Sarah Nelson Smith is European legal director at Kentucky Fried Chicken (KFC) and UK, Ireland and Iberia director at Yum! Brands, the Kentucky-based umbrella group that owns KFC, Pizza Hut and Taco Bell. Though the company has over a hundred lawyers globally, Nelson Smith relies on a team of just three lawyers to oversee more than 1,500 stores in the UK. One of her biggest achievements, according to Parmjit Singh, head of diversified industrials at Eversheds, has been to raise the profile of the legal team internally. Nelson Smith was formerly a member of the Pizza Hut management team and is considered an important member of the Yum! global legal team.

Shortly after she joined Yum! as legal counsel in 2011, one of the group’s core businesses, Pizza Hut, was split into restaurant and takeaway arms, calling on Nelson Smith to oversee legal matters relating to the sale of the restaurant division to private equity bidders. A year later she found herself promoted to the position of legal director. Her remit has grown significantly since then and touches on every aspect of business, from advising the company on its commercial strategy to overseeing M&A, dealing with franchisees, protecting IP and managing reputational risk.

In addition to her day-to-day advisory role she is responsible for monitoring and responding to the laws and regulations surrounding the fast food and restaurant industry in their various forms. Last year she met with the UK’s Independent Anti-Slavery Commissioner to discuss how the company could help the Modern Slavery Act 2015 deliver on its objectives.

Since she joined Yum! Brands in 2011, Nelson Smith reduced the number of firms advising the business to a core panel of nine before cutting this back to seven recently. She has also led on new initiatives for the company, including the recent trial of acquiring licences to sell alcohol from a number of Pizza Hut delivery stores. Trained at Freshfields Bruckhaus Deringer, she worked in the international arbitration practice of US firm Baker Botts, specialising in oil and gas disputes, before going in-house.

Nick Grant: General counsel, Sainsbury’s

Team headcount: 28

Law firms used: Addleshaw Goddard, Bond Dickinson, CMS Cameron McKenna, Croner, Dentons, DWF, Gowling WLG, King & Wood Mallesons, Linklaters, TLT, Shepherd and Wedderburn, Winckworth Sherwood

As general counsel (GC) of one of Europe’s largest supermarket chains with over 160,000 staff in the UK, Nick Grant has been among the senior figures helping it to survive in the fiercely competitive retail market. With changing preferences among UK shoppers and the rise of discount rivals, Grant and his team have had to be flexible in their thinking.

In June 2014 Grant helped oversee a joint venture between Sainsbury’s and Danish retailer Dansk Supermarked to bring the Netto brand to the UK high street. Grant and his team have since helped the company file a number of planning applications to open new Netto stores as part of its response to the increased competition. Grant has shown a similar flexibility in his approach to running the legal team’s initiative to split up the legal team and encourage it to interact with business more directly.

In his 11 years as GC at the supermarket chain, Grant has built a reputation for exploring new ideas, but those who have work with him are equally impressed by his ability to focus on the details. Andrew Rosling, a corporate partner at Addleshaw Goddard, describes Grant as a ‘supremely capable lawyer who always gets involved in the ins and outs of a deal while retaining a strong sense of the wider commercial challenges. He is the type of GC who will keep you on your toes by always asking why a matter is being approached in a certain way’.

Before joining Sainsbury’s, Grant was a criminal defence lawyer at Francis Taylor Building. After he was assigned to a case defending the supermarket he took up a six-month secondment with the legal team before joining the company permanently.

Chris Vaughan: General counsel and company secretary, Whitbread

Team headcount: Seven

Law firms used: Bird & Bird, Slaughter and May, Weightmans

Chris Vaughan became general counsel (GC) and company secretary at Whitbread, the UK’s largest hotel, restaurant and coffee shop operator, in September 2015, replacing Simon Barratt who retired from the position after 18 years. Vaughan was previously GC at infrastructure group Balfour Beatty, and has experienced quite a change since moving sectors. ‘I joined Balfour Beatty in 2007 when the company was going through a very significant agenda for acquisitions and, in my final months, was again facing lots of legal and organisational issues. Whitbread is a successful company with a strong team, so it’s a very different type of challenge.’

Vaughan: ‘Legal should always play a role in driving the business forward and the way to do that isn’t always just increasing headcount.’

The main challenge Vaughan has faced at Whitbread has been dealing with rapid growth. Whitbread has trebled in size over the last five years, mainly through investment in properties, and with Costa Coffee now the second-largest chain of coffee shops in the world, the pressure to find new ways of dealing with cross-border legal issues is mounting.

Vaughan works with a small team of seven lawyers worldwide and while he is looking to grow the legal team a little, particularly in Whitbread’s international growth markets, his focus will remain on running a lean operation. It is a philosophy he applies when selecting external advisers.

‘Legal should always play a role in driving the business forward and the way to do that isn’t always just increasing headcount,’ he comments. ‘If we have to constantly find new and more efficient ways of doing things, then our advisers should too. I have a very deep passion for pushing alternative methods of billing and making firms change their ways.’

For further analysis, see: GC Powerlist 2016

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