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THE TEAM ELITE 2018

From the publishers of

1 2 GC POWERLIST 2018|UK

It’s a team game at the legal elite but the mix of players is changing

Alex Novarese, editor-in-chief, Legal Business and The In-House

his year we return to the team format of than changing how teams operate. Nevertheless, the GC Powerlist, our flagship annual report the clearest shift since our last team report chronicling the elite of the UK’s buy-side is a new willingness to bring in a handful of legal community. This team perspective senior operational staff from business services inevitablyT takes us closer to state-of-the-legal- backgrounds in areas like tech or procurement, or at industry ruminations than the editions focused on least shift into senior operational roles. individual excellence. In-house teams have been far too conservative in Glancing at this year’s report, the second investing in business skills. That tendency – though team-focused edition after the first in 2015, many obscured by spurious claims of clients driving long-term shifts in the profession have marched on change – has materially held back the advancement regardless through the era of New Law and tech- of the legal industry. fuelled disruption. Teams at leading companies As such, the very recent rise of the legal chief are still accumulating more resources, skills and operating officer promises a sea-change in the infrastructure to expand their empires. General industry and the prospect of fundamental shifts in counsel (GCs) at leading bluechips operating buying behaviour of the clients routinely spending heavily in the UK are often fielding teams in the £25m-plus annually. Early indications where such hundreds and have expanded substantially over professionals have been deployed is that they the last three years, despite more pressure for hunger to shake things up and secure immediate efficiency. ‘More for less’ is a convenient fiction for results. Crucially, ushering in such professionals has GCs, but a ‘lot more work for a moderate increase in done much to calm the entrenched turf war in major budget’ has less of a ring. plcs that pitted procurement and finance against It is odd that it is often claimed that demand legal, and did much to frustrate constructive change. for legal services is flat in Western economies, a But we are not here to nitpick. This report is conclusion reached by looking at the revenues primarily a celebration of the ascent of in-house of large law firms in the US and UK. In a highly- counsel. Over the time that I have covered the regulated and complex global economy, demand legal industry, the in-house community has gone is obviously robust – it is just that it is being through a revolution and is now increasingly seen as increasingly met by providers other than law firms. a career of choice for many of the UK’s most talented It is now common for the 50 teams highlighted commercial lawyers. There is no hyperbole to say in our report to spend more than half their very such teams – along with the best US counterparts substantial budgets internally, with Shell and – lead the industry globally. The 50 teams here – Barclays particularly focused on driving efficiency. highlighted after weeks of research by my colleagues In truth, as yet the impact of technology is James Wood, Tom Baker and Hamish McNicol – are primarily felt in conference circuit rhetoric rather exemplary. And the revolution is still in full flow.

Chairman Content development Group director Address e-mails to: GC Powerlist John Pritchard () manager David Goulthorpe firstname.surname@ Legalease Ltd Eleanor King Tel: 020 7396 5628 legalease.co.uk 188 Fleet Street Editor-in-chief Head of sales Subscription enquiries EC4A 2AG Alex Novarese United Kingdom Tel: 020 7396 9321 Senior sub-editor Lee Cashman Tel: 020 7396 9313 Hannah Eccles Tel: 020 7396 5707 E-mail: subscriptions@ Tel: +44 (0) 20 7396 9292 Fax: +44 (0) 20 7396 9301 Managing editor Senior business legalease.co.uk Mark McAteer Content development development manager Copyright applies: no Tel: 020 7396 5664 Harry Milburn Ben Lawless photocopying (Copyright Research editor Ryan Smith Tel: 020 7396 5623 Licensing Agency Ltd Printed and bound by James Wood Business development and Publishers Licensing DG3 Tel: 020 7396 5659 Creative director manager Society Ltd licences do Stephen Jones Baris Agun not apply). www.dg3.com Senior reporter Tel: 020 7396 9310 Tel: 020 7396 5683 For licensed Hamish McNicol photocopying within a www.legalbusiness.co.uk Tel: 020 7396 9319 Subscriptions and Digital managing database marketing firm or company, please www.legal500.com/ Reporter editor manager call +44 (0) 20 7396 5648 gcpowerlist Tom Baker Tom Myatt Phil Wass www.gcmagazine.com Tel: 020 7396 9309 Tel: 020 7396 9308 Tel: 020 7396 5684 © Legalease Ltd 2018 www.inhouselawyer.co.uk

1 cornerstone.com

RECOGNISED FOR EXCELLENCE

Congratulations to the 2018 GC Powerlist winners and nominees. We are proud to be a sponsor of this annual event, and to acknowledge the year’s outstanding contributors to the legal profession.

CORNERSTONE RESEARCH Economic and Financial Consulting and Expert Testimony 2

CR_GC Powerlist -Final.indd 1 3/26/2018 11:23:35 AM GC POWERLIST 2018|UK

Contents

10 Forming, storming, 17 Rising stars norming and performing GCs of tomorrow The UK’s leading in-house teams

The team elite

25 Energy Perspectives: Alison Kay 27 Perspectives: Donny Ching 29 33 Financial services Perspectives: Kate Cheetham 37 43 Insurance 49 Pharmaceuticals and healthcare 53 Real estate, infrastructure and transport Perspectives: Philip Bramwell 57 65 Retail and consumer products 77 TMT

90 Index

CONTENTS 3 SPONSOR MESSAGE

Diversity on the agenda

James Miller, RPC’s managing partner, highlights the common theme of diversity in this year’s GC Powerlist

he best teams are founded on diversity. And As clients of City law firms like RPC, those by diversity I mean diversity of thought, represented in the Powerlist are playing an diversity of experience and diversity of increasingly leading role in ensuring diversity Tleadership, as much as anything else. doesn’t just rise up the agenda, but stays there. If ever there was a time to reflect on the importance What particularly struck me about the list of top- of diversity – in all its forms – in the era of #MeToo, performing legal teams showcased in this year’s #TimesUp and the gender pay gap, that time is now. Powerlist was also the diversity of organisations Irrespective of whether studies show that greater represented, from start-ups to established diversity delivers greater performance – they do – players; technology companies to retailers; and ensuring we run balanced teams and organisations UK-headquartered operations to sprawling that offer equal access and equal opportunity is global giants. simply the right thing to do as human beings. The business issues that these companies face will And I’m saying this as a white, male, middle-aged be many and varied. It stands to reason, then, that leader of a City in the full knowledge that, the greater diversity in the teams advising them, the as a sector, we have a very long way to go. Like other more commercially-valuable the advice they will be sectors, we’re rightly being held accountable by giving. It’s about being able to consider commercial our people, by the government and by the media. challenges from a range of viewpoints – the broader Critically, we’re rightly being held accountable by our the range, the more complete the advice and the clients, too. better the end result.

4 GC POWERLIST 2018 UK RPC

Contact information: Tower Bridge House St Katharine’s Way London E1W 1AA

www.rpc.co.uk

And, increasingly, in-house lawyers are having a So, having a strong sense of leadership and the major influence on the ultimate end result: the right team around you is absolutely key. And, in my bottom line. Over the six years we have been experience, balancing a shared sense of purpose involved in the GC Powerlist, my perception is that with a good degree of autonomy helps to drive the role of the in-house legal team has become the high-performance culture we all strive for. But, progressively more critical to the successful running running through it all, is communication – if you of businesses. The in-house lawyer has moved on don’t have open and fertile lines of communication from being the moral compass to becoming an then, at best, you’ll have pockets of high-performing indispensable business adviser to the board. A individuals. Great communication is fundamental growing number are achieving that coveted seat at to great leadership – and both are fundamental to the table. great teams.

That’s never more apparent than in a crisis situation This publication is a list of truly great in-house legal – such as a major cyber incident – when, more often teams. Congratulations to all of those who have than not, the GC and their legal team are at the heart been featured. of managing the response. Caught in the maelstrom, that’s no doubt a challenging place to be. But it’s a significant opportunity to demonstrate commercial James Miller value, too, not least when your share price can rise or Tel: 020 3060 6517 fall on the basis of the decisions you make. [email protected]

GC POWERLIST 2018 UK 5 CORNERSTONE RESEARCH

Contact information: Cornerstone Research 4 More London Riverside 5th Floor London SE1 2AU www.cornerstone.com

Peter Davis, senior vice president 020 3655 0910 [email protected]

A solid foundation for effective and compelling expert testimony

Cornerstone Research supports the world’s leading and useful insights from traditional sources, law firms and corporations in their most complex including financial and transactional records, matters. For more than 25 years, we have provided but also from non-traditional sources, such as economic and financial analyses and expert emails and social media. Our ability to categorise testimony in thousands of disputes, arbitrations and analyse these data sources efficiently and and regulatory proceedings. effectively is crucial. Clients rely on us for clear and objective Cornerstone Research has 700 staff in offices in assessments. Our experts – both within the firm London and throughout the US. In Europe, we focus and externally – include leading academics, on competition cases, international arbitrations and authorities on a range of industries and former matters in the financial services sector. senior government officials. The depth and breadth of our experience, Today’s legal environment poses growing combined with our extensive expert network, demands in terms of both data and analyses. provide clients with an unmatched level of Clients not only need to quickly extract intelligence consistent high-quality work and effective support.

6 GC POWERLIST 2018 UK FOX RODNEY SEARCH

Contact information: Fox Rodney Search 100 Cannon Street London EC4N 6EU 020 7337 2700 www.foxrodney.com

Corinne Lennock, senior consultant, legal and compliance EMEA 020 7337 2722 [email protected]

Understanding the developing role of the general counsel as a strategic business adviser

The role of a general counsel (GC) has developed Senior lawyers who aspire to become GCs must expand substantively over the last decade due to increasingly their business knowledge, gain diverse financial acumen complex regulation, technological advancements and and develop strong leadership skills. Joining cross- globalisation. GCs now bring more to the table than functional strategic projects is an example of how legal just their legal expertise and act as strategic legal and talent can learn about other areas of a business and business advisers to the chief executive and executive develop a broader organisation-wide understanding. leadership teams. Recruiting and developing the right The quality of leadership is one of the most talent has become harder and even more critical than important predictors of the success of an in-house ever before. legal function. The combination of career experience, GCs are now viewed as the go-to advisers for characteristics, competencies, values and motivations chief executives and boards of directors on laws and determine an individual’s ability as a successful leader. regulations, as well as public policy, ethics and risk. The most critical competencies required of today’s In addition, GCs now possess broad financial acumen strategic legal adviser are organisational awareness, and commercial understanding, leading them to ensuring accountability, collaborating by building also participate in senior leadership discussions on relationships across the business and having the complex business problems and to provide innovative courage and gravitas to challenge chief executives solutions. The GC has become a principal member of and boards, when appropriate. senior management teams and offers advice not just Overall, when appointing the next GC, it is on legal matters but in helping shape discussion and important for organisations to look beyond legal debate on broader business issues. expertise and consider broader business and industry Among in-house senior lawyers, individuals that knowledge, as well as ethical values and cultural fit. stand out have deep financial understanding, including the ability to read balance sheets, interpret profit and For more information on the in-house corporate legal loss statements and have the ability to collaborate and market, please contact Corrine Lennock: develop close relationships with finance departments. [email protected]

GC POWERLIST 2018 UK 7 SAFELINK

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8 GC POWERLIST 2018 UK YERRA SOLUTIONS

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Bob Storey, managing director, legal solutions [email protected]

General counsel take the lead

Congratulations on being named a leader among decades of collective expertise in helping GCs and leaders! General counsel (GCs) have been blazing their counterparts in IP and compliance to advance new trails in the legal marketplace for years and it is the operations of their functions – from selecting a testament to your leadership to be named in the and implementing the right technology, to finding GC Powerlist. Yerra Solutions is proud to work with the right mix of in-house and outsourced work, to many of the GCs at the forefront of innovation in building and maintaining the reports needed to the management of the in-house legal function. make better decisions. In partnership with our clients, we address As you consider your position as a leader in challenges central to legal and this field, we hope that you will reach out to Yerra (IP), e-discovery and investigations, and compliance. to explore the possibilities that our solutions and Yerra’s consulting and technology-enabled managed experts have to offer. We are proud to celebrate services drive greater efficiency and reduce risk in with you tonight and look forward to engaging with the processes most critical to these functions. Our you again in the future. There is an opportunity solutions cover the issues most central to running to continue the conversation at our sixth annual your department – from responding to a discovery/ London Yerra Conference, which is dedicated to disclosure order from a court or regulator, forming/ encouraging collaboration and the sharing of best evaluating an outside counsel panel, gaining practices as a way to drive innovation forward. To visibility and controlling legal spend, improving learn more about this event and about Yerra, contract management or better managing the flow please visit www.yerrasolutions.com or contact of work handled by internal staff. We also provide Bob Storey directly.

GC POWERLIST 2018 UK 9 sponsored by

FORMING, STORMING, NORMING AND PERFORMING

Highlighting 50 market-leading teams, excellence in-house is increasingly less about outstanding individuals and more about operational sophistication James Wood, Hamish McNicol and Tom Baker

hat makes a great corporate legal The teams featured in this year’s GC Powerlist team? It is a question general highlight the level of managerial development that counsel (GCs) surprisingly often has entered the legal function, through trial and struggle to answer. This lack error and the influx of a lot of bright people over Wof familiarity with the stock definitions of the last decade, more than leadership theory. One management theory should not be interpreted indication of that sophistication is the growing as a sign of operational incompetence, though. number of senior business service professionals ‘The most common attribute any company highlighted by GCs as leading figures within their looks for when hiring a GC is the ability to manage teams. Jack Diggle, head of Elevate’s global legal and lead a team,’ says Siobhán Lewington, consulting practice, sees this as a shift that will managing director of legal recruitment boutique increasingly define the industry. Fox Rodney Search. ‘The interview process is ‘Legal teams have always been idiosyncratic designed to highlight those skills and it is all but in their structure. The finance department of impossible to become head of a legal department any large corporation will have around 10% of now without an innate flair for teambuilding.’ its staff in an operations layer that focuses on

10 GC POWERLIST 2018 UK GC POWERLIST 2018|UK

‘Legal is not immune to change; it just hasn’t had to change for a number of years.’ Ned Staple, ZPG

Photographer: Brendan Lea

Standing (L-R): Ned Staple, Emily Inglis, Angela Chow; Seated: Amelia Guilfoyle, Michael Haynes

OVERVIEW 11 sponsored by

METHODOLOGY AND CRITERIA

The research process for the GC Powerlist has began researching the report via interviews with grown substantially since the first report was senior lawyers in-house and private practice to published in 2013 and now encompasses canvass nominations. The core team comprised online nominations as well as substantial research editor James Wood, senior reporter interviews with senior general counsel (GCs) Hamish McNicol and reporter Tom Baker, who and private practitioners. have all regularly covered in-house and deal with The first stage for the 2018 report began in GCs for Legal Business and The In-House Lawyer. early December with the launch of an online The research period continued into late survey to canvass recommendations for February, with the final names reviewed by outstanding legal teams. Legal Business’s senior editors, from which we The online survey posed the following aimed to draw up a list of 50 outstanding teams. questions: With the core team research, we were looking to identify teams that have a strong • Which in-house legal team would you track record in developing talent, implementing highlight as outstanding in terms of its all- inventive and thoughtful new projects and round contribution to business? systems, and those with a demonstrable record of working on successful initiatives. • What qualities would you say make this Weight was given to teams that received team outstanding? multiple recommendations or those that could demonstrate commercial qualities beyond • Which, if any, individuals in the team legal skills. Even more weight was given to the would you highlight for their exceptional seniority and credibility of those nominating personal contribution? or vouching for teams. We in addition often looked for credible third-party citations. • Which senior business services or The criteria for rising stars was relatively operational professional stands out in the simple: we were looking for outstanding team and why? individuals at GC level at major companies operating in the UK who are already taking on We also asked for citations on ‘rising star’ in- leadership roles and demonstrating exceptional house counsel for a smaller section on up-and- qualities. Evidence of leadership roles beyond coming lawyers, focused on lawyers broadly the legal function, progressive thinking and between the ages of 30 and 45, operating strong interpersonal skills were also cited as below group GC or a large divisional GC role. key factors. Primarily we were focusing on Separately, a team of journalists in December lawyers in their 30s through to their mid-40s.

innovation, transformation and improvement. Legal Its European president, deputy legal counsel for historically never had that layer – it just had lawyers. worldwide legal operations at cloud computing The benchmark of maturity was having a few provider VMware, Áine Lyons, has a longstanding administrative staff.’ Diggle sees things changing: interest in the field. ‘When I first began studying ‘Over the last five years, operations professionals the processes and operations underpinning a have started to enter legal teams and manage legal function, I realised just how much I had their processes. This has been accelerating rapidly overlooked by thinking about it from a lawyer’s over the past 18 months and will reach a tipping perspective. Many of the techniques that improve point soon.’ a department’s performance require no legal The Corporate Legal Operations Consortium, insight, though having a legal background certainly better known as CLOC, has been the chief proselytiser. helped me command credibility in discussions with Officially launched in 2016, the San Francisco-based external counsel.’ group already counts around a quarter of the Fortune Lyons was also at something of an advantage 500 among its membership in the US. In early 2018, in working at VMware. ‘As a business we have CLOC held its inaugural conference for the group’s some of the most advanced sourcing processes European chapter in London. in the market and our own suite of cloud-based

12 GC POWERLIST 2018 UK GC POWERLIST 2018|UK

Photographer: Jo Hanley

applications to draw on. But I always emphasise that the legal operations playbook can work for ‘When I speak to other any company. You don’t need to have a tech-heavy structure to get the benefits.’ GCs about my team, Maria Passemard, head of legal projects at the John Lewis Partnership, is a prime example. Over they are surprised. They the last two years, Passemard has reorganised the retailer’s legal function and introduced a number realise there are a lot of of technologies, including DocuSign and Riverview Law’s artificial intelligence platform, Kim. ‘Working benefits to bringing in in an operations role within a fairly traditional business has shown me just how much we can non-legal skills.’ accomplish by turning tacit, black-letter law into a business process,’ she notes. ‘Reducing lawyers’ Carolyn Jameson, Skyscanner involvement in the commercial contracting process is something any legal team can look at.’ The growth of legal ops was particularly evident function. The Aviva team was also cited for the in the financial services teams profiled this year. influential roles played by non-legal staff, such as Alison Gaskins, chief of staff to Barclays group GC business manager Gordon Mead. Bob Hoyt, is cited as one of the standout figures. In spite of its growing prominence, the UK’s Gaskins now works alongside head of legal legal ops scene remains a close-knit community. operations Jon Doyle, a former wing commander in Familiar figures on the circuit include Mo Ajaz, the Royal Air Force who began his career at Barclays group head of legal operational excellence at as programme manager in the credit derivatives National Grid; Klaas Evelein, global legal operations

OVERVIEW 13 sponsored by

lawyer, which is ironic since we are being asked to help reduce the legal spend.’ It would also be wrong to see the absence of operations as a sign of a poorly-structured team. Legal & General’s Geoffrey Timms comments: ‘You have to be careful not to create an added layer of bureaucracy for the sake of it. We have introduced technology where it is appropriate, but unless you’ve got a vast claims portfolio or some other commoditisable work sitting around, it makes more sense to build a team that excels in the more intuitive and intelligent aspects of legal work.’ Knowing how and when to use technology is an increasingly insistent theme for legal teams. ‘We’ve looked at about 90% of the contract management tools out there,’ says ZPG GC Ned Staple. ‘The issue is, you don’t want to make the investment several times. The technology itself can be very expensive, but the bigger cost comes in the time it takes you to familiarise the team with it.’ The high cost of legal technology has encouraged lawyers to develop their own solutions. Rob Green, legal director and data privacy director at Canon Europe, worked with lawyers across the company to build a self-service portal. ‘We initially decided to go down this route because the cost ‘Many of today’s of third-party systems was too high, but the end product works as well as anything we could have graduates will go on bought in,’ comments Green. ‘Sitting down as a team, and thinking about what we do and how we to work in a corporate do it, was a great way to refocus minds on the role we play in the business. I would encourage others to look at developing their own software before legal team and if the turning to external providers.’ Finding lawyers capable of developing software universities are not is likely to be the biggest obstacle GCs face here. Skyscanner GC Carolyn Jameson has sought to bring teaching the skills they a diverse skillset to the team, though she says it remains unusual. ‘When I speak to other GCs about need, it will fall on GCs my team they tend to be surprised. They realise that there are a lot of benefits to bringing non-legal skills to educate them.’ into the team, but it does not yet appear to be a big part of wider recruitment strategy, largely because Claire Debney, Shire these are the hardest skills to find in the market.’ Edinburgh’s rich tech scene has helped Jameson bring in young lawyers such as Anoop Joshi, a director at Unilever; and Claire Debney, director of former software developer at CodeBase, and fellow legal strategy and chief of staff at Shire. Vodafone is coder Craig McIntyre, who completed his training often cited as one of the most enthusiastic teams for contract with Skyscanner a year ago. But, she adds, empowering business services thanks to figures like GCs are facing increased competition from law firms Steven Jebb, who heads the company’s innovation in the scramble to find lawyers with a background in and change strategy and has been re-examining its data law, cyber security and IT. contracting models alongside Kerry Phillip, who has Finally, this year’s Powerlist shows a growing been helping to implement Riverview’s Kim. interest in developing in-house career paths. Canon, The wider impact of this on legal teams is GSK Consumer Healthcare and Shire all stood out less certain. As one senior figure in the legal ops as notable examples of teams that have looked to community notes: ‘In most companies you will address the skills gap between private practice and struggle to match the salary of a mid-level in-house in-house.

14 GC POWERLIST 2018 UK Philip Bramwell, BAE Systems (see ‘Perspectives’, page 57)

15 sponsored by

Nick Reid, The Carlyle Group (see team profile, page 35)

Shire’s Debney, who is currently implementing the skills they need to thrive, it will fall on GCs to a transformation project dubbed POD (for people, educate them.’ Canon’s Green adds: ‘There are a lot operations and development), comments: ‘Many of of things you don’t know when you move in-house. today’s graduates will go on to work in a corporate Often, when someone is deemed to be failing legal team and if the universities are not teaching in a role, it is because they are not aware of tacit expectations. [In-house roles are] so fluid now, and touch on so many things outside the law, that we need to really rethink how we go about recruiting ‘The most common and training the next generation.’ All of which suggests that, however slowly, attribute any company the market is shifting. As ZPG’s Staple concludes: ‘Legal is not immune to change; it just hasn’t had looks for when hiring to change for a number of years. In many ways it is a bonkers, upside-down market. The true sign of a a GC is the ability to strong legal team is its ability to change that.’ [email protected] manage and lead a team.’ Additional reporting by Siobhán Lewington, Hamish McNicol and Tom Baker. Fox Rodney Search

16 GC POWERLIST 2018 UK RISING STARS

GCs OF TOMORROW

Our research into the leading in-house teams also sought out those likely to lead those teams in the future. Here are the upcoming corporate counsel making their mark

Kendra James, The Photographer: Brendan Lea

17 sponsored by

Mark Oliver Claire Singleton Deputy general counsel General counsel – corporate and Legal & General Capital HEATHROW AIRPORT LEGAL & GENERAL

Last year, Mark Oliver was One of the distinguishing features of the Legal & General in-house team, promoted to the role of says group GC Geoffrey Timms, is its close involvement in transactional deputy general counsel (GC) work. Claire Singleton, who handles all the company’s significant M&A at Heathrow Airport, where deals, has been a particularly important figure. Last year she ran Legal & he supports GC Carol Hui. A General’s sale of its Mature Savings unit to Swiss Re, a £650m disposal. commercial lawyer by trade, ‘Claire was the absolute fulcrum of that deal,’ says Timms. ‘Her involvement Oliver’s role has broadened was not restricted to the legal aspects of the sale. Right from the genesis to to include working with the the closure, she was the point person who made it run. That’s what makes communications office on her such a great member of the team – she makes the machine work.’ matters surrounding the In her role as GC of Legal & General Capital, Singleton oversees the airport’s construction of a bulk of the company’s real estate portfolio and was closely involved in third runway. the acquisition of CALA Homes, the UK’s tenth-largest housebuilder. ‘She He is, says Tom Bray is greatly admired by senior colleagues, including [chief executive] Nigel of , Wilson,’ adds Timms. ‘She has an inner steel but acts in a way that doesn’t ‘dedicated, focused and alienate people. That is a rare combination of qualities and it helps her particularly adept at handling take people along with her through the various stages of a project.’ internal stakeholders, as Wilson says Singleton has played a ‘pivotal role’ in transforming the recently evidenced by the business, adding: ‘She is so good at complex M&A that people have almost excellent relationships forgotten how complicated these transactions are. We used to run bulk he has forged with other purchase annuity deals with an average size of £10m, now it is taken as the parts of the business. He is norm for us to run a £4bn deal.’ also excellent at managing panel firm lawyers in an open, straightforward and transparent manner. This allows an external lawyer to provide the best advice for the business, knowing exactly what is required.’ Hui says Oliver’s support has been invaluable in a number of recent projects, Neil Laventure including the recently General counsel, legal head of global categories and R&D announced franchise deal granting Great Western GSK CONSUMER HEALTHCARE Railway (GWR) operation Described as ‘a FTSE GC in the making’ by Allen & Overy partner Matthew of the Heathrow Express Appleton, Neil Laventure heads legal for Europe, the Middle East and rail service. ‘He is not only Africa, global categories and R&D at the consumer healthcare division of an excellent lawyer but a GlaxoSmithKline (GSK). dedicated partner to the Until last year, Laventure was based in GSK’s offices, business’, says Hui. ‘His sense where – says Ed Barnett of Latham & Watkins – he ‘achieved a great of humour and pleasant deal for the business and showed himself to be a real talent’. Brian Sher manner have won him lots of of CMS Cameron McKenna Nabarro Olswang adds that Laventure has supporters and he is showing ‘demonstrated a number of qualities which mark him out as outstanding. all the characteristics you He has excellent management skills. People want to be in his team and to would expect to see in a GC work with him and for him. He is also very sophisticated in his approach of the future.’ to commissioning external advice, including breaking projects up into their constituent parts. This makes him second to none when it comes to translating complex legal opinions into practical, commercial advice. Above all, he has a massive dose of common sense that helps him succeed’.

18 GC POWERLIST 2018 UK RISING STARS FRS has a dedicated in-house legal and compliance practice that works with national and global corporations on their senior legal and compliance resourcing.

• Search mandates at senior Barrie Lee, Senior Consultant level, from sole in-house Compliance & Financial Crime counsel to general counsel +44 (0)20 7337 2713 and chief compliance officers [email protected]

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RISING STARS 19

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Susannah Collier Associate general counsel – new energies Michelle Davies, SHELL INTERNATIONAL Susannah Collier won wider Eversheds: She is recognition from external peers. As Shell moves its focus towards an embodiment the renewables industry, Collier has effectively transitioned out of the best of of an oil and gas background into having a good technical grasp of renewables in a short Shell’s wider space of time. She was also heavily involved corporate values. in Shell’s successful bid for Borssele III and IV offshore windfarms in the Netherlands and its acquisition of First Utility in the UK. Eversheds Sutherland partner Michelle Davies comments: ‘Collier is very well liked across her team and is seen as an embodiment of the best of Shell’s wider corporate values. She’s been successful in attracting some of the best of Shell’s in-house talent into her team as it has grown. She also speaks passionately and knowledgeably “ about the business drivers within Shell’s strategy.’

Thanks to a strong performance on one of Land Securities’ The opening biggest mandates in 2017, Ian Petts is singled out as an of Westgate outstanding figure in a quality legal team. shopping Deputy head of legal since 2014, Petts was instrumental in centre was a securing the opening of Westgate shopping centre, a £440m joint long process, venture with fellow property Ian Petts developer Estate. but Ian Deputy head of legal Tim Ashby, ’s group services GC, comments: ‘It was a long Petts ran it LAND SECURITIES process with masses of work, but he ran it confidently. Ian GROUP Petts stands out.’ confidently. 20 GC POWERLIST 2018 UK “ RISING STARS

Kendra James Senior legal counsel THE FINANCIAL TIMES

Kendra James is senior counsel in The Financial Times (FT) legal team, where she advises on intellectual property, commercial transactions and brand strategy and manages the FT’s worldwide trade mark and domain name portfolios. Ian Gruselle of , who supports James on trade mark work, says: ‘She is quick to understand issues concerning the clients’ rights, whether it is in , the Middle East, Europe or the Americas, taking strategic decisions to make sure that the FT remains an iconic brand protected around the world.’ GC Dan Guildford highlights the important role she plays in the company: ‘The FT is recognised internationally for its authority, integrity and accuracy of news reporting, and her brand protection work, which includes creating and implementing internal brand “ policies and guidelines, is therefore hugely important to our business.’ James also advises on print and distribution relationships around the world, strategic commercial partnerships, advertising and marketing matters, brand updates and refreshes, and key advertising campaigns (including the FT’s current ‘black and white’ campaign). She established the legal team’s first work experience programme, which aims to give university-level students from wider backgrounds insight into in-house legal work, and is involved in the FT’s Seasonal Appeal, which raises donations and awareness for charities. Before joining the FT in 2015, James held roles with the International Olympic Committee in Switzerland, LOCOG (the organising committee for the London 2012 games) and the Jamie Oliver Media Group.

Photographer: Brendan Lea “ RISING STARS 21 sponsored by

DIGITAL TRANSFORMATION:

Anoop Joshi TRUSTED RELATIONSHIPS Legal counsel SKYSCANNER The Skyscanner legal team has been a prominent supporter of INCREASED EFFICIENCIES & QUALITY TO UNDERPIN local talent, running monthly A TRUSTED CLIENT-PROVIDER RELATIONSHIP. drop-in clinics for companies affiliated with Edinburgh-based tech incubator CodeBase. Building these relationships has in turn allowed GC Carolyn Jameson to bring new skills and approaches to the legal team. Last year, Anoop Joshi joined Skyscanner from Brodies. A former software developer at CodeBase, Joshi’s intellectual property and IT law expertise is combined with practical experience of a variety of coding languages. ‘Finding a lawyer with that background is a godsend,’ says Jameson. ‘Matching those skills with commercial nous really sets [Joshi] apart.’ Joshi has taken on a broad role at Skyscanner and is currently helping Jameson to implement a GDPR compliance strategy across the business. ‘Everyone who works with him Angelique de Lafontaine realises at once how smart he is,’ Senior legal adviser adds Jameson. ‘He is a wise head Penny Dudley: on young shoulders but is also BUPA BE THE DIFFERENCE very sparky and dynamic. I would International healthcare Angelique’s describe him as a model in-house company Bupa recently lawyer in the tech sector.’ launched a digital innovation incubator called Blue Table, work has been supported by Bupa Customer Finding a lawyer Lab. The initiative offers start-ups critical for us. and small businesses a chance with Anoop’s to pilot ideas inside Bupa over a ten-week programme, with Bupa looking for innovations that background is address customer challenges in insurance and health. Bupa senior legal adviser Angelique de Lafontaine has been the a godsend. He legal lead for the incubator and worked closely with it throughout the last year. ‘She’s been a key part in developing strategic is the model partnerships in the innovation space,’ Bupa chief legal officer Penny SECURITY | COLLABORATION | GDPR | DIGITAL TRUST Dudley says. ‘What makes me really pleased about Angelique’s in-house lawyer contribution is that she’s been part of an agile team that has been www.safelinkdatarooms.com involved in a [digital] journey from the very beginning – her work for tech. has been critical for us.’ 22“GC POWERLIST 2018 UK “ RISING STARS

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“ RISING STARS 23 sponsored by

Victoria Halliday Head of BAE SYSTEMS Philip Bramwell: Of the In early 2017, BAE Systems chief number of lawyers executive Ian King announced he would be retiring after nearly that I worry are doing a decade in charge of the global defence giant. The company too many hours, simultaneously confirmed that its chief operating officer, Charles Woodburn, would take is up there. on the top job from 1 July, having joined the company less than a year earlier. The ensuing management restructuring came with a huge amount of employment law work, led by BAE’s head of labour law, Victoria Halliday. Group GC Philip Bramwell is full of praise for his Australian employment head, who has simultaneously been leading the first phase of BAE’s GDPR compliance. He comments: ‘Victoria has just had an enormous workload over the last “ year. Of the number of lawyers that I worry are doing too many hours, Victoria is up there.’

Jonathan Keen advice during one of the Senior counsel most important years of the DIALIGHT organisation’s history’, adding: ‘Rarely, if ever, have I come Rarely, if ever, Jonathan Keen is senior counsel at across as good a strategic- Dialight, a FTSE-listed technology thinking young lawyer.’ have I come company specialising in electrical Paul Ranson, former products. Before joining Dialight GC of Vectura, says Keen across as good in 2017, Keen served as assistant ‘demonstrated an ability to GC at biotech company Vectura take on an exceptionally high a strategic- Group, where he oversaw its level of responsibility for merger with Skyepharma to someone of his experience create a new business with a – something that was only thinking young market cap in excess of £1bn. possible through the high levels , executive of trust that I and the CFO had lawyer as chair of hVIVO Services and in his professional judgement’. former chief operating officer Keen recently founded a new Jonathan Keen. of Vectura, says Keen was industry group, Next Generation ‘fundamental in providing Counsel, which seeks to prepare both legal and business young lawyers for life in-house.

24 GC POWERLIST 2018 UK “ THE TEAM ELITE “

ENERGY

Donny Ching, Shell “ 25 sponsored by

As the business became more efficient, why on earth shouldn’t legal?

Alison Kay, National Grid

NATIONAL GRID world, and the expectation the The main project on National General counsel: in-house team would rely much Grid’s books has been the Alison Kay more on technology to streamline £13.8bn separation of its gas processes. A significant part of business, announced in late 2016 Team size: 200 that has been the oft-cited chief and internally dubbed Project Major law firms used: operating officer at National Grid, Piccadilly. and Eversheds Norton Rose Fulbright, Mo Ajaz, who attracted multiple Sutherland advised, in what , nominations for his work: ‘He’s Kay describes as an innovative , Herbert been hugely instrumental in the collaboration that provides a “operational efficiency and he’s glimpse of the future of firms Smith Freehills, CMS very well respected externally. working together, an ‘absolute Cameron McKenna Na- People are looking to him simply must’ for its panel. Otherwise, barro Olswang, DLA Piper, because National Grid has been the in-house team is dealing Eversheds Sutherland, earmarked as having taken a big with a sea of regulatory change, Linklaters, Berwin Leighton step in this direction,’ says Kay. particularly the next round of price Ajaz, who has been with controls set by energy regulator Paisner, National Grid since 2002, Ofgem, effective from 2021. The in-house legal team at was appointed head of legal Kay is most proud, however, National Grid has transformed operational excellence in 2015. when talking about the team’s itself over the last three years, The team is split into around focus on efficiency, words she spurred by the realisation it was 30 lawyers in the UK and 80 in the confesses would never have providing services that were not US, managing the core regulated come from her lips five years ago. needed following an in-depth businesses in each jurisdiction. One example of this is working analysis of the function. The wider From these teams, ten lawyers will on contract software in a bid to business was changing with the transfer to National Grid’s new arm, automate at least 15 of its largest, rapidly-moving energy industry National Grid Ventures, established most repeatable contracts by the and there was a recognition the in April last year to look at new end of 2018. legal function needed to move at energy opportunities outside ‘We still need legal advice the same time. As National Grid those regions. To complete the in many, many areas, but it’s group general counsel (GC) and realignment of the in-house team absolutely beholden to us to company secretary Alison Kay puts as a business partner to National ensure that we do it at the best it: ‘As the business changed its Grid, Kay refreshed its panel, possible price, only using it when ways, and became more efficient cutting the number of firms from absolutely needed,’ Kay says. ‘We’re and focused on process efficiency, 15 to 12 in 2015 and changing operating it as a true business and why on earth shouldn’t legal?’ the emphasis to ensure it was an I have no hesitation in saying that Another driving force was extension of the in-house team, none of it would have happened broader changes in the legal delivering a more agile service. without Mo at my side.’

26 GC POWERLIST 2018 UK ENERGY

PERSPECTIVES Alison Kay, group general counsel and company secretary, National Grid

The National Grid legal team has been business unit, that we know what our budget repositioning itself. What’s changed? is, that we’re not springing surprises, that we We started with a complete bottom-up are looking at the operational efficiency of analysis of the services we provide across legal as a function. It is honestly something the business and worked out we were doing we probably hadn’t done very well until the things that weren’t needed. We began to last two or three years. position the team to be much more strategic, rather than doing the day-to-day legal advice, Your legal head of operations Mo Ajaz is and in doing that we elevated the expertise well regarded externally. What role has within the legal team, and also gave the he played? business much more autonomy and power to I’m really proud of the focus we’ve had on deal with some of the things that had been operational efficiency within the team – what coming to legal unnecessarily. we can automate; what we can stop doing; how we can work How did you do that? better with the We really focused on our business; how we external panel: we did a I don’t think any decide if a piece of review to ensure that we work is going to be had firms that matched legal team is too done internally or the needs of the business externally, all of which and were totally aligned small or too big to drives efficiency; with the goals of the getting lawyers to legal team. have a COO. regularly timesheet so we know exactly where Why did it need to be the costs are falling. repositioned? The energy industry is changing beyond all When was the decision made? recognition, at a faster pace than we ever A couple of years ago I decided I needed a could have thought, which means the business person in charge of operational excellence and is having to change. Legal needed to change I vowed that it would be a non-lawyer. Of along with the business – as the business course, it was a lawyer. Mo has been hugely changed its ways and became more efficient instrumental in the operational efficiency. He’s and focused on process efficiency, why on very well respected externally and people are earth shouldn’t legal? The other driving force looking to him because National Grid has been was the legal world itself is changing – people earmarked as having taking a big step. I have are expecting it to move with the times, to no hesitation in saying that none of it would rely much more on technology to look at how have happened without him at my side. they can view transactions as a process and divide work up. You’re a convert to in-house legal chief operating officers then? Has it been a success? “I completely and utterly believe every single It has been really key to how successfully team should be doing it and I don’t think any we’re regarded by the rest of the business. team is too small or too big. It can be naïve to We’ve also tried to position legal as a think ‘we’re only a team of three or four lawyers, business itself. There’s two definite strings: none of this applies to us’, because it does. I’ve one is the culture of the business, but two, had a complete epiphany here. We’ve reduced making sure that we are operating as a the budget by 25%. It’s real, tangible, progress.

27 sponsored by

Donny Ching, Shell

ROYAL DUTCH SHELL ‘One of the hallmarks of Shell Roberta Lewis, a senior legal General counsel: legal is that we do a lot of work counsel based in Houston, Texas. Donny Ching in-house. It gives us fantastic Lewis received an internal Shell opportunities to grow and develop award for network performance Team size: 825 our lawyers, and to give them meaty after devising an invaluable crisis Major law firms used: Clif- work to focus on.’ Ching estimates management handbook that was ford Chance, Allen & Overy, that Shell’s external legal spend distributed to all of the company’s Baker McKenzie is merely in the ‘low $100,000s for worldwide legal teams, spanning some $1bn-plus deals.’ 52 countries. For Donny Ching and his huge in- Shell’s legal team is broadly Ching comments: ‘Of our house legal team, 2017 represented structured in alignment with the biggest risks, a big safety or an extended period of integration business. As such, there are GCs for environmental problem, a refinery following the mega-merger between corporate, litigation, intellectual fire or an explosion, is absolutely on Royal Dutch Shell and British oil and property and compliance. The top of our risk matrix. How quickly gas company BG in 2016. company has also recently can we respond to it? If something Shell had publicly pledged to promoted Vincent Cordo, formerly were to happen, who do you call? divest $30bn worth of assets to global sourcing officer, to a new Who are the people you would help fund the $54bn acquisition central legal operations role. invite into the crisis management that was completed in February ‘About three years ago we team? Roberta was instrumental in 2016 – a seemingly strenuous task. hired a pricing analyst from a law bringing together a proper toolkit.’ But according to GC Ching, Shell are firm,’ Ching recalls. ‘We have a very As with peers, 2018 will see already over the $20bn mark. clear focus, so I said to him: “Vince, Shell contending with data privacy It is clear there is a certain we want to drive pricing with thanks to GDPR deadlines. Helen work ethic at Shell that enables our law firms.” He’s transformed Graham, Shell’s chief privacy officer, the company to excel with such how we approach alternative fee will be ensuring that Shell stays challenging matters and this is also arrangements, he knows how they compliant with the new regulation. demonstrated by the proportion of calculate their rates and therefore According to Ching, it will be an work that stays internal. Ching says we have pretty transparent uphill task: ‘Shell is the biggest that ten years ago, 60% of work was conversations with firms. He’s really retailer in the world. We have more handled externally, compared to shown us the opportunities.’ retail stores than McDonald’s and 40% internally. Now, it is the other Another member of Ching’s Starbucks. Therefore we have been way around. team worthy of recognition is taking a lot of customer data.’

28 GC POWERLIST 2018 UK ENERGY

PERSPECTIVES Donny Ching, legal director, Royal Dutch Shell

What makes Shell’s in-house legal team productive? How can we continue to drive stand out? costs out?’ One of the hallmarks of Shell legal is that we We have a mantra now of ‘operational do a lot of work in-house. It’s not just about the excellence’. It’s part of our transformation cost: it’s a fantastic opportunity to develop our programme we launched last year where we lawyers and give them meaty work to handle. want our lawyers to understand that improving On the costs front, it always helps to do the big the work is the work. Every time they do a deal projects in-house. For a lot of our $1bn-plus or work on a matter, they should ask how they deals, our legal costs are likely to be in the low can improve and be more effective next time. $100,000s, even below $100,000. We know our counterparts sometimes spend multiple millions. Vincent Cordo, your central legal operations officer, has been Is that typical of your working to drive more industry? I wanted to move efficient pricing from It’s different. The deal external law firms. we have struck with our the law firms away How receptive have board is: ‘Allow us to they been? develop and grow a large from thinking the It was a slow start. We legal team and we will started in litigation, and bring the work in-house.’ when we brought in the Since about ten years ago only value they get firms that did the most when we started focusing litigation work for us on this, we’ve shifted our from us is in pure globally and told them spend. Back then we were what we were going to spending 60% external dollar terms. do, some said: ‘We’re and 40% internal, but prepared to partner with we’ve flipped that around. you on this.’ Some said they weren’t interested, but that’s fine. There was Aside from cost saving, what are the benefits enough of a group remaining that we’re happy of keeping work in-house? to work with. It’s not as if there’s a shortage of One of the things we absolutely hone in law firms out there! on is business partnering. Ensuring that we We’ve also repositioned our relationship with have lawyers that understand the business, our global panel firms, which we’ve shrunk from understand the risks, understand the objectives; 12 to six. We had hundreds of local panel firms that’s absolutely critical. You’re so much more around the world that we shrunk as well. We effective and efficient. Otherwise, you have to said: ‘For those of you prepared to work with us, brief external lawyers, they have to read into it we are prepared to invest in our relationship so and it is hard for them to truly understand our that value flows both ways.’ I wanted to move risk appetite. the law firms away from looking at Shell and thinking the only value they get from us is in Have any divisions of your legal“ team been pure dollar terms. We have started conversations particularly active? and launched initiatives where we’ve offered We’ve been strong across the board. The main firms in-house training opportunities, challenge we’ve had is oil prices over the last presentations from our scenarios team and three years or so. That’s forced us to knuckle business leaders, and secondments. We’re also down. It’s forced us to ask ourselves: ‘How do sharing our learning from the BG combination, we become more effective and efficient and and helping firms with diversity and inclusion.

29 sponsored by

ENGIE UK Group general counsel: François Graux General counsel: Sarah Gregory A cracking Team size: 40 Group team: 490 team that Major law firms used: Ad- drives change. dleshaw Goddard, Bevan Brittan, Burges Salmon, Clyde & Co, Gateley, Pin- sent Masons, , Walker Morris During 2015, international energy company ENGIE began an ambitious transformation programme to reorganise its business lines, which collectively generate €70bn in turnover and employ 150,000 people, into 24 new geographical business units. The UK became one business unit, bringing together a number of legacy GDF Suez businesses, including service-provider brand Cofely and renewable energy “ developer West Coast Energy. This was followed in early 2018 with a further reorganisation in the UK, part of the group’s adaptation to new pressures in the market. ‘We are very aware that the future is going to be a decarbonised, decentralised and digitalised world,’ comments UK GC, © Sundry Photography / Shutterstock.com Sarah Gregory. ‘As a group we’ve been rotating assets and moving into new areas, both in energy and services, to help prepare us team has also supported a busy This reflects a further shift for this transformation. Part of the transactional workload, including in ENGIE’s business. ‘We are legal team’s job is to support that ENGIE’s £330m acquisition of developing an integrated energy transformation by developing the ’s regeneration business and services offering, known as right infrastructure internally.’ from private equity owners and the place-making,’ comments Gregory. Andrew Edge, head of corporate purchase of a 23% stake in Moray ‘Rather than offering everything as at Stephenson Harwood, says the Offshore Windfarm (East), which separate packages, the model seeks legal team’s work in supporting was awarded a 15-year contract for to develop efficient regeneration this reorganisation has been difference (CfD), setting the price to local authorities across a broad ‘extremely impressive’, adding: to be paid for power at the end sweep of services.’ In this, she ‘Sarah Gregory has built a cracking of 2017. It has also negotiated a adds, the legal team has played a team around her that truly stands number of large service contracts, pivotal role. ‘Lawyers are absolutely out for its ability to drive change including a five-year facilities fundamental to the way we develop across the organisation. Rarely management contract with new business. ENGIE expects us have I encountered such a group of Transport for London to deliver to take a strong ethical stance to exceptionally-gifted lawyers.’ a range of maintenance services ensure any commercial relationship In the last 12 months the across over 500 locations. is able to stand up to scrutiny.’

30 GC POWERLIST 2018 UK ENERGY

© Geoffrey Swaine/REX/Shutterstock

SSE Brian Sharma and retail head 2018 or the first quarter of 2019.’ General counsel: Laura McVean. A distinctive feature of Liz Tanner There are legal ramifications Tanner’s team is the prominent Team size: 80 as well, with Tanner pointing to use of secondees. She says: ‘We “ the ongoing Competition and find secondments really useful Major law firms used: Markets Authority (CMA) review because they give the lawyers Freshfields Bruckhaus Der- process into the tie-up. A trading something new and different inger, Addleshaw Goddard, update for the third quarter of to do for a period of time. We 2017 revealed that SSE had been are shuffling the deck a bit and in ‘pre-notification discussions’ allowing lawyers to step into roles For Britain’s second-largest with the CMA, but that the on a project, then they can step energy supplier, 2017 was a year merger ‘remains on course to be back. It’s about getting a wider of upheaval after it unveiled an completed by the last quarter of understanding of the commercial ambitious merger with Npower. pressures clients are under. We For GC Liz Tanner and her legal ensure the lawyers are invited to team, the combination threw up meetings so it breaks down the numerous challenges, not least Lawyers are barriers between the in-house reorganising the team. Stuart team and external lawyers.’ Waddell, previously SSE’s head of invited to Aside from standard legal work, legal for wholesale and corporate, she says that her in-house team will become director of legal meetings so it has been aided by a fresh focus services on a 12-month interim on technology. ‘We are halfway basis while Tanner and the rest breaks down through a project implementing of the team manage the Npower a new document-management merger. Such is the scale of the the barriers system, which gives us great integration task, Tanner is required auditing ability and the ability to to give it her full attention. between the track advice. We will be using it for Before the merger-induced all of our property, litigation and shuffle, Waddell was one of six commercial matters. The system, legal heads reporting to Tanner, in-house team coupled with our new billing, alongside disputes head Gaby means our lawyers can work in an Dosanjh-Pahil, networks head and external agile way. They’ve got full visibility Mark McLaughlin, data protection of all their records on their laptops, head Janet Cursi, enterprise head lawyers. iPads and remote devices.’ “ 31 Unravel Complexity

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FINANCIAL SERVICES

Louise Dumican and Heather Mitchell, The Carlyle Group Photographer: Brendan Lea

33 sponsored by

HSBC’s legal team have been an indispensable part of the senior leadership at a very difficult time for the sector.

HSBC part of the bank’s senior leadership has given Pugsley the opportunity General“ counsel (UK): at a very difficult time for the sector.’ to bring in new talent and develop Hugh Pugsley A 60-strong team led by Pugsley one of the UK’s outstanding Team size: 60 supports HSBC’s high-street financial services legal teams. ‘If operations in the UK, including you look around the global legal Major law firms used: Allen lending to commercial and corporate executive committee, which I sit & Overy, Freshfields Bruck- customers, and private banking on, all of our lawyers could be GCs haus Deringer, Addleshaw services. Pugsley was previously GC at any financial institution. That Goddard, Eversheds Suther- for group legal at Lloyds Banking is unusual. They have the skills, land, , Pinsent Group, where he worked on the experience and general gravitas to 2015 initial public offering (IPO) of handle a front-line advisory role.’ Masons TSB. Though the pre-IPO legal work Paul Holland of Dentons agrees The UK government’s rules for the relied on a similar court process to lift with this assessment. ‘The team is ring-fencing of retail and wholesale and shift parts of the business into small compared to its peers and banking activities will require all TSB, Pugsley says the current ring- needs to be very efficient. The UK banks with more than £25bn in fencing work at HSBC is of an entirely quality of lawyer is therefore very deposits to set up a separate legal different magnitude. high, and each member of the team entity handling core deposit-taking ‘In terms of both the legal shows an excellent understanding activities by 2019. For the legal team issues we are encountering, and of what is required by in-house of any of the UK-headquartered the operational and infrastructural counsel in one of the most clearing banks, this is a big job. complexities that it entails, the scale highly regulated and challenging Matthew Cottis of Hogan Lovells of the ring-fencing work is pretty environments for any lawyer.’ comments: ‘The experience and much unprecedented. This has John Pitt, who heads up unflappable demeanour of [general been a huge amount of work for the the retail banking and wealth counsel (GC)] Hugh Pugsley and whole organisation.’ management team, and Adam his team have helped HSBC rise Alongside this, Pugsley and the Coleman, who joined from The to the very formidable challenge team have been overseeing the Co-operative Bank in 2017, were of ring-fencing. They have shown separated high-street bank’s move cited as standout performers themselves to be an indispensable to new offices in Birmingham. This within the team.

34 GC POWERLIST 2018 UK FINANCIAL SERVICES

Heather Mitchell, The Carlyle Group

Even some partners at top firms don’t handle this volume of complex work.

Photographer: Brendan Lea

THE CARLYLE GROUP I would venture to say that even each year. The longest-serving General counsel (Europe): some partners at top-tier firms don’t member of the team, Dumican, Heather Mitchell handle this volume of complex work has been particularly important every day of the week’, says Mitchell. in instilling this operational Team size: 12 (four in the UK) The team’s uncommonly-flat sophistication across the team Major law firms used: Allen structure means that its UK based- since joining from Skadden, Arps, & Overy, Freshfields Bruck- lawyers – Nicholas Rushgrove, Louise Slate, Meagher & Flom in 2015. “haus Deringer, Latham & Dumican and Nick Reid – are each ‘Our lawyers help negotiate deals Watkins, Linklaters embedded within different funds. and when a deal goes well they They work alongside their respective celebrate along with their deal The London-based legal team of The funds on all of their investments, team. It also means that we can be Carlyle Group – a global alternative acting as what Mitchell describes as incredibly proactive and spot any asset manager with $195bn of assets ‘a mini GC’. In part, this reflects the potential issues at an early stage. under management and one of the company’s ‘One Carlyle’ approach, The legal team has been responsible largest private equity firms in the with a heavy emphasis placed on for saving a large number of deals world – is comprised of three senior fostering a shared culture. Reid, through their restructuring efforts,’ lawyers who work alongside Carlyle’s who joined Carlyle in 2017 after says Mitchell. global GC for investments and head eight years at Linklaters, comments: It is a view shared by other of Europe, Heather Mitchell. ‘What differentiates Carlyle is the senior figures within the company. The London team works degree of involvement its lawyers Christopher Finn, managing director alongside colleagues in the US and have in deals. The investment teams and chief operating officer of Asia on Carlyle’s various funds across don’t want to consign lawyers to corporate private equity, highlights the globe, meaning the team is administrative tasks. Instead they ‘the innovative approach taken involved in investments that cover want us to add our experience on a by the in-house legal team in the full spectrum of geographies, deal, from the inception through to London in working closely with and sectors and deal structures – from the final negotiations.’ counselling our investment teams, primary deals in Africa to high- The involvement of Carlyle’s and ultimately our investment profile and market-leading auction lawyers with its various funds committees’, something he says has processes. With each lawyer running also reflects the legal team’s made ‘a significant contribution to around five deals at any one time, commitment to developing helping Carlyle find value through the volume of work handled is systems and leveraging its strong investments others have shied from highly unusual. ‘We outpace other relationships with law firms to help and facilitated the turnaround of in-house teams in this space and it handle hundreds of investments underperforming investments.’

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Kate Cheetham, Lloyds Banking Group

LLOYDS BANKING GROUP MBNA from Bank of America in The ops team General counsel: June last year. The deal reportedly Kate Cheetham increased Lloyds’ share of the credit card market from 15% to are “the glue Team size: 300 26% and was the first acquisition Major law firms used: it had made since the economic that holds the Addleshaw Goddard, DLA crisis in a sign of the bank’s Piper, Allen & Overy increasing confidence. legal team Tom Spender, GC in charge of Lloyds Banking Group GC Kate litigation, was well occupied in together”. Cheetham is a frequently-cited 2017 by the high-profile name in the in-house community, dispute. The £600m case was and her legal team has received brought by 5,800 investors to the firms. Several of the legal ops team similar commendations after , after they alleged that are non-lawyers. ‘They’re the glue a strong year characterised by Lloyds’ decision to acquire HBOS that holds the legal team together,’ shrewd deals and fierce litigation. during the banking crisis was says Cheetham. The group comprises six disastrous for investors. Overall, Dentons partner Paul Holland different GC-led teams – three Lloyds set aside £865m in litigation singles out head of legal for centralised teams: transformation, provision in 2017, an indicator of commercial banking Jon Alexander group legal and group litigation, how prevalent disputes were. for praise: ‘He has a good track and three customer-facing Lloyds is another major record which is not easy at a bank. teams: retail, insurance and corporate embracing the He is innovative and open to new commercial banking. deployment of legal operations ideas. He does what he says he’s The retail legal team, headed professionals, with the bank going to do. He understands what up by deputy GC Jennifer Nielsen, boasting an eight-strong team that is required of in-house counsel was heavily involved in Lloyds’ covers finances, resource planning and always has the interests of the £1.9bn takeover of credit card firm and relationships with external law “bank in all decisions.’

36 GC POWERLIST 2018 UK FINANCIAL SERVICES

PERSPECTIVES Kate Cheetham, group general counsel, Lloyds Banking Group

How is the legal team structured? I’ve had some really interesting conversations We support the whole of Lloyds Banking with start-up GCs. Group. Not just the retail bank but also the commercial bank and our insurance division. How does GDPR and cyber security affect The team provides legal work across the your legal team? entire group. We have six different GC-led Both are areas of significant focus for the teams. Three of those are customer facing, group. I talk a lot about the need for speed while three of them are centralised teams. alongside the need for security. We need to One of those centralised teams is the make sure we are doing everything we can transformation legal team, which is very to ensure we are vigilant and efficient. heavily focused on digital growth, data, Making sure our terms and conditions are legal change and compliant with delivery. We also have a GDPR is a substantial legal operations team, I really love going project, and we which is made up of have made great eight people, several of progress here. which are non-lawyers. to round tables Cyber security They ensure we are as is much more of an efficient and effective and seeing how ongoing focus, but it’s as possible, covering something absolutely finances, resource- people do things critical that we do. planning as well as our We invest a lot in it. relationships with our law differently. It’s We work with other firms. They’re really the industry groups to glue that holds the legal fascinating talking make sure that our team together. cyber security is to GCs at start-ups. good but also that How would you describe our customers feel your team? safe that their data We have an experienced is well protected. group of GCs who are responsible for the various divisions across the bank. Some of What have been some of the more them have been here for a long time while interesting tech initiatives or innovations others have joined more recently. They’re a the legal team has been involved with? lovely, diverse team. The group has recently announced its latest strategic review, which focuses on Are there other in-house teams that you transforming the group for success in a take inspiration from? digital world and our role is to consider how Look at our peers: the other big banks have we best support the group. In that sense, very strong legal teams. Diageo is another the innovation piece is really important for example of a team that does a fantastic job us. An example of what we’ve achieved is a in working out how the team operates“ and new system that analyses all the decisions making sure they are doing interesting that the Financial Ombudsman Service things. I really love going to round tables (FOS) makes. It allows us to scan a mass of and seeing how people do things differently. decisions. We’re the first organisation to It’s fascinating talking to GCs at start-ups, have a direct link to the FOS website, “ which are completely different organisations. which has been really exciting for us.

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Ruwan De Soyza, Worldpay Ruwan blends being a boardroom adviser with doing BAU stuff brilliantly.

WORLDPAY General counsel: Ruwan De Soyza Team size: 29 Major law firms used: Allen & Overy, Sidley Austin, Wiggin “Photographer: Brendan Lea

Worldpay has established itself boardroom adviser along with played a key role as Worldpay rolled as a major player in payment doing BAU stuff brilliantly. He’s not out its B2B card payment business processing, with the business afraid to get his hands dirty.’ Worldpay Total to EU markets. attracting a buyout by US rival Such commendations are In a major indication of the Vantiv for £9bn last summer. especially powerful for a GC that rapid growth that Worldpay has The transaction, which was only took on the role in January sustained, the company was sold agreed in July, was formalised in 2017, after previous incumbent by The Royal Bank of Scotland August with Allen & Overy (A&O) Mark Edwards departed for in 2010 to private equity houses advising Worldpay. The tie-up publicly-traded gaming company Advent International and Bain creates a payment-processing giant Playtech after two years in the role. Capital for £2bn. In 2015, Worldpay with a combined value of £22.2bn, Also cited by private practitioners is floated on the London Stock with both companies saying the e-commerce GC Andrew Williams, Exchange for £5.3bn, almost combination will create a global described as ‘a very capable trebling its value in five years. firm with a ‘strong position’ in the commercial lawyer’. Likewise, UK De Soyza concludes: ‘The four core regions: the US, Europe, GC Kirsty Whitehead is defined as Worldpay legal team was five years Asia-Pacific and South America. a ‘payment specialist’ while senior old in 2017. It has come from a Duncan Bellamy, who led for corporate counsel Wendy Patrick is standing start to what I would A&O on the deal, comments: ‘The also singled out for praise. call an extremely highly-rated Worldpay team is very strong and Other notable work throughout and high-performing function. It dynamic. There aren’t that many the year included launching My turns around a high quality and a companies around that can readily Business Mobile, a downloadable high volume of work. Doing that provide talent in that space.’ app that can turn a mobile phone through 2017 when we have the Bellamy in particular praised into a contactless payment terminal. largest fintech merger of the year, GC Ruwan [Roo] De Soyza: ‘Roo Senior legal counsel Lauren , GDPR and new product is excellent, really enthusiastic. Woolford was instrumental in its launches – not dropping those balls He blends the role of being a introduction. Legal counsel Tom Fox makes us a standout team.’

38 GC POWERLIST 2018 UK FINANCIAL SERVICES

The influx of work has seen an extraordinary rise, almost exponential.

Michael Shaw, RBS

Photographer: Brendan Lea

THE ROYAL BANK OF misled about the bank’s financial that RBS is typical of its sector SCOTLAND health during the 2008 financial in that it has its own in-house General counsel: crisis. Will Luker, GC for litigation product in addition to one “ Michael Shaw and investigations, and one of sponsored by a third party. RBS’s Team size: 300 Shaw’s six deputy GCs, oversaw proprietary product is called “the dispute. Bankline, which Shaw describes Major law firms used: Shaw reveals that he is a as a ‘commercial banking digital Freehills, supporter of the chief operations channel that we offer to our , Linklaters, officer movement and notes the corporates small and big’. The Allen & Overy success that RBS has enjoyed since platform has about 15 million permanently appointing a director customers, considerably larger The Royal Bank of Scotland (RBS) of legal operations. Previously RBS’s than any other bank. GC Michael Shaw argues that GC for corporate and structural The third-party platform is banks always encounter more activities doubled up as the director Esme Loans, a new digital lending legal work than other industries of legal ops, but Shaw removed platform aimed at small businesses and, based on the year RBS had, it the extra burden of that role after launched in conjunction with is hard to disagree. Litigation and he was trying to do the additional fintech company Ezbob. It allows investigations in particular have work ‘off the side of his desk’. clients to obtain unsecured loans been at the forefront for in-house Since then the company has of £150,000 for up to five years, banking teams since the financial employed Suzanne Rodway full regardless of whether they bank crisis and that narrative remained time. Shaw says: ‘We’re very happy with NatWest or not. consistent for RBS in 2017. with having a dedicated individual In 2016 RBS rebranded its Shaw describes the growing in the role. It’s taken some burden investment bank division as influx of work as ‘an extraordinary away from me and it’s great to Natwest Markets and Shaw reveals rise, almost exponential’. Among have some fresh impetus in some that the headcount of that arm the big cases the bank had to of our projects like e-discovery. To has therefore fluctuated heavily. defend was the shareholder group have a representative from legal ‘We have slimmed down the action, which settled in June 2017. around a number of formal and team enormously in recent years. A group of 9,000 shareholders informal forums around the bank, But now the strategy is clear, the accepted a last-minute 82p-per- taking advantage of different changes have come to a halt. We share out-of-court deal from RBS people’s expertise, has been good.’ want to make sure that final state is after they claimed they were As for use of tech, Shaw says as successful as possible.’

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We try to give back to society.

Sajid Hussein, BAML

BANK OF AMERICA and September 2017, BAML advised at AI and robotics, document MERRILL LYNCH private equity firms on 16 M&A deals automation tools, negotiation Global general counsel: valued at $45.5bn. It also acted as platforms, deal and document lead financial adviser to Actelion management, billing processes, David Leitch Pharmaceuticals in its $30bn policy management, and researching EMEA general counsel: acquisition by Johnson & Johnson legislation and regulation. Sajid Hussein and as joint global co-ordinator The team, mostly based in Team size: 150-plus on the $13bn underwritten rights London but with employees in Major law firms used: issue for UniCredit. The firm also Chester, and Paris, also points supported a couple of major initial to its diversity initiatives. Hussein’s Allen & Overy, Clifford “public offerings (IPOs), notably the leadership team is 70% female, as Chance, Shearman & Ster- £3.4bn listing of Allied Irish Bank and are 68% of the region’s managing ling, Skadden, Arps, Slate, Abu Dhabi National Oil Company’s directors for the legal team. Overall, Meagher & Flom, Linklat- $851m multijurisdictional IPO. the in-house function is 62% female. ers, Freshfields Bruckhaus But for BAML, formed following It also supports Aspiring , Bank of America’s $50bn acquisition a programme that works with Deringer of Merrill Lynch at the height of the university law students from LGBTQ, Ask any financial services institution’s financial crisis, regulatory change black, Asian and minority ethnic in-house team to name their main dominated during 2016 and 2017, (BAME) and socially-disadvantaged challenge of recent years and many made even more difficult by volatile backgrounds, providing lectures, will point to what the team at Bank markets. The list of new financial mentoring and networking of America Merrill Lynch (BAML) regulations is long, with BAML’s legal events. Hussein’s team also puts an describes as ‘unprecedented levels of team pointing specifically to 11 emphasis on diversity and inclusion regulatory change’. It is in this context pieces around financial products and with its partner law firms, annually the BAML legal team of more than other areas it has worked on with assessing them on their BAME and 150, servicing the business across 21 the business to understand their gender statistics. countries in Europe, the Middle East impact, notably the Market Abuse Hussein comments: ‘I am and Africa (EMEA), believe they have Regulation, the Markets in Financial extremely proud of the EMEA legal delivered in providing clients with Instruments Directive II and Brexit. team’s contribution to the success financial services while protecting BAML established a technology of [BAML], not just because of the the firm and its shareholders. review team in 2016 to look at sound counsel we provide across The EMEA legal team, led by initiatives, new tools and technologies global banking and markets but also GC Sajid Hussein, chiefly supports that can help both the legal team and because of our efforts to give back global corporate and investment the wider business. Representatives to society through our diversity and banking, as well as global markets, from the EMEA in-house team sit on community engagement initiatives, on a broad range of global a global legal artificial intelligence and our partnerships with the transactions. Between October 2016 (AI) working group, which is looking charitable sector.’

40 GC POWERLIST 2018 UK FINANCIAL SERVICES

BARCLAYS General counsel: Bob Hoyt Team size: 740 Major law firms used: Clif- ford Chance, Ashurst, Sim- mons & Simmons, Hogan Lovells, Reed Smith

Freeze the regulatory environment of today and Barclays group GC Bob Hoyt believes the 740-strong legal team would still have a lot of work to understand and safely operate the financial services giant within that legal framework. But add to that how dynamic the framework is, and how much regulation is Bob Hoyt, Barclays changing in the US and UK, and that job gets even harder. ‘For an institution like ours that offers so many products preparation regarding where and services across so many businesses might be best located, Most law jurisdictions, it is remarkably and how they would be moved complex.’ there post Brexit. firms would Barclays has faced intense With so much going on, it public scrutiny in recent years: is easy to see why Barclays has be very happy from the Serious Fraud Office’s such a large in-house team: 466 investigation into the bank’s £12bn staff based in the UK, 167 in the to have that fundraising at the height of the US and the remainder dotted financial crisis, which resulted in elsewhere. There was previously percentage of criminal charges against the bank a team in Africa as well, before and former executives relating to Barclays sold part of its stake in a £2.3bn loan Barclays provided the African business for £2.2bn female leaders. to Qatar, a multibillion-dollar legal in mid-2017. Hoyt says he has a battle with the US Department of terrific leadership team and in the Justice over allegedly-fraudulent past few years has focused on the group is operating, from matter mortgages and a New York tier just below them to develop management to e-billing and time currency trading probe that ended and identify talent internally. This recording, and intends to study in a $150m settlement. involves lawyers working across its processes and bring in new There have been other different practice areas, giving technology to drive efficiency. significant projects too, such as them more varied experience, The in-house team is supported the industry ring-fencing reforms and provides a deeper pool of by operations professionals Alison that saw Barclays take the decision professionals with the type of Gaskins, who is chief of staff; head in March 2016 to split into two background you would expect of of business management Jon divisions: Barclays UK and Barclays a GC. The team is also 60% female Doyle; and head of commercial International. Hoyt says: ‘Structural and its leadership is 42% female. management Stéphanie Hamon. reform is a massively legally- Hoyt remarks: ‘Most law firms Hoyt says this has given Barclays a complex operation and we’ve had would be very happy to have those “firm grip on both its internal and teams handling everything from numbers, but we know we have ‘very substantial’ external spend. ‘If the way it affects our customers, in further to go.’ you just step back and look at it as particular our retail customers, but Technology is a big challenge a commercial matter, a unit of the also effectively doing M&A work, for the team, both in terms of bank that manages this very large moving things between entities new banking products but also area of spend, it would be crazy smoothly.’ Brexit also creates a large in upskilling its lawyers. It has a not to have business professionals volume of work for the in-house suite of technology in place that bringing cutting-edge practice to team, as it did the nuts-and-bolts provides metrics on how the how you manage that.’

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TRANSFERWISE Jenifer Swallow, Transferwise General counsel: Jenifer Swallow Team size: Eight Major law firms used: Allen & Overy, Paul Hast- ings, JAG Shaw Baker

Highlighted in last year’s GC Powerlist as a ‘company of tomorrow’, payments firm TransferWise has since grown to serve over two million customers, offering what it calls ‘the real exchange rate’. It unveiled a robust set of financial results last year, posting revenues of £67m for the year ending 31 March 2017, 140% up from the previous year. TransferWise, which was given ‘unicorn’ status in 2016 for being a start-up valued over $1bn by analysts, has a legal function headed up by former Mind Candy GC Jenifer Swallow. She joined TransferWise in September 2015 and has since grown the legal function to eight staff, four with a legal background. We want to In 2017, the TransferWise legal team was involved as the company rolled out know if we are borderless accounts, which allow customers to pay and helping the receive different currencies at a fraction of the cost of traditional business be high-street banks. One of the four non-lawyers confident. in the legal team is Alena Danyliuk, TransferWise’s head of legal operations. Swallow describes her as a ‘finance powerhouse’ who has brought He is also the lead singer of standard than most, measuring a new dynamic to the team. the TransferWise band, where themselves on net promoter ‘When you talk to her about Swallow occasionally cameos as scores, an index that ranks how a problem, she gives you a a backing dancer. likely someone is to recommend different insight to someone She says that a priority for their service to others. ‘We work with a legal background. Some 2018 is to continue to build out in a way which is very congruent of the best ideas come from the legal function. TransferWise with the values of the company. non-lawyers.’ is in the process of recruiting This company got where it is Another non-lawyer is a corporate lawyer to support because it was able to move fast. Tom Hale, a former customer Swallow, while an intellectual When legal teams are brought complaints officer who was property expert is also on her in, it starts to slow down because persuaded to join the legal wish list. people get nervous. We want function as a privacy expert and She believes that her legal“ to know if we are helping the is noted ‘awesome’ by Swallow. team holds itself to a higher business be confident.’

42 GC POWERLIST 2018 UK THE TEAM ELITE

“ INSURANCE Kirsty Cooper, Aviva Photographer: Brendan Lea

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Chris Newby, AIG

AIG EUROPE It is this role Newby cites as European’ view without having to General counsel: a key strength of the in-house rely heavily on external counsel. Chris Newby team and one he backs up with As Newby says: ‘There isn’t really Team size: 140 his appointment as an AIG any area that we can’t cover Europe director, which has seen internally in some shape or form.’ Major law firms used: him advise the board for the last Newby is also the chair of the Clifford Chance, Fresh- six years. But he also believes AIG EMEA diversity and inclusion fields Bruckhaus Deringer, his team of around 140, spread council, and points out that his Berwin across corporate secretariat, legal team has a lot of female lawyers, Leighton Paisner, DLA and regulatory compliance, has as well as ingrained flexible significant strength and depth, working and maternity leave Piper, RPC, Clyde & Co, with few people leaving the initiatives. ‘We have a pretty open Eversheds Sutherland, team over the last five years. policy on that side of things, This has been achieved, he which means our female talent says, by expanding the roles is not leaving the business.’ AIG The in-house legal team of mostly of people it might otherwise be legal counsel Samantha Stocker – unsurprisingly – insurance difficult to promote. is one Newby points to as a lawyers at AIG, spread across ‘We build links with law firms ‘home-grown’ future leader who more than 40 countries in Europe, at all levels through our team to has particularly stood out of late. the Middle East and Africa help their career development, The in-house team has (EMEA), sees itself as a genuine so that as lawyers go through long been seen as a leader in strategic partner of the broader firms, from mid-level associate to innovation and technology, business. ‘[Legal is] the moral senior associate to partner, our an area it still focuses on, compass of the business. You lawyers move up at the particularly through an can’t just be the law department; same rate.’ automated service centre in it’s about finding solutions and This in-house experience and Manila and through an in-house helping the business around internal knowledge is matched workflow tool the business built problems,’ says EMEA general by the team’s spread across itself. Newby also took on the counsel (GC) and chief operating AIG’s 25 European businesses, in-house COO role last year, a officer (COO) Chris Newby. ‘Legal with lawyers in most of its major position he sees as overlapping is recognised as a significant countries. This means the team with his senior leadership role function within AIG Europe.’ can give the business a ‘pan- and core job as GC.

44 GC POWERLIST 2018 UK INSURANCE

We’ll get some quick wins this year.

Kirsty Cooper, Aviva Photographer: Brendan Lea

AVIVA ‘They are all strong and have a legal team. Cooper comments: General counsel: range of expertise.’ ‘Alison’s been a great hire and Kirsty“ Cooper Cooper reiterates the really hit the ground running. She sentiment, while going further: had both the experience of life Team size: 324 ‘I’ve got in my direct reports insurance and general insurance, Major law firms used: some exceptional leaders, but and with the businesses coming DLA Piper, Allen & Overy, we’ve also got some exceptional together I wanted someone who Linklaters, Latham & Wat- technical expertise, both in had experience in both.’ kins, , the leaders and further down, Aside from the restructuring, especially in UK insurance and other recent standout work some of the more technical areas.’ includes the acquisition of The strength of leadership in Cooper manages 224 people in Friends Life for £5.2bn in 2015 the highly-regarded in-house the UK, of which the vast majority and integration work to bring the team at FTSE 100 insurer Aviva is are lawyers, as well as 100 across two companies together. Cooper consistently praised, even as the the rest of the world in areas such also points to the team’s work on team saw significant change over as Canada, Poland, Singapore the company’s MyAviva platform the last year. And it is not just the and Hong Kong. The broader and ‘Ask It Never’ proposition – an high-profile GC and company Aviva group restructured in 2017, advanced form of underwriting secretary Kirsty Cooper whose merging the UK life and general that enables the customer to leadership is pointed to: new GC insurance businesses. This saw receive a quote after answering a for UK insurance Alison Gammon, Cooper cut her direct reports from few simple questions. GC for Aviva Investors Rachel 12 to seven and led to a decision Recently-appointed head of Wheeler, GC for international to have one GC responsible for the legal operations Amanda Brock markets and group competition new arm: a role filled by Gammon, has been charged with leading Lee Callaghan, and GC for M&A who joined from healthcare group the team forward on innovation. capital markets, Asia and digital Bupa last year. ‘We’ll get some quick wins Neil Harrison are all cited. The reshuffle followed the this year,’ Cooper says. ‘Having ‘Kirsty is a very effective departures of the highly-regarded somebody like that who leader and there’s a really strong Aviva UK Life GC Monica Risam, really holds you to account group of GCs just below her,’ who joined Lombard International in terms of performance and says Pinsent Masons head of Assurance, as well as Tim Vickers, efficiency management is financial services Alexis Roberts. who led Aviva’s general insurance really, really important.’

45 sponsored by

services. The rationale behind the partnership was to use Tata’s We support expertise to enhance Prudential’s services to UK savings and Prudential retirement customers. Last year also saw Clifford through our Chance advise Prudential for the first time on a heavyweight integration with transaction. The firm, led by finance partner Maggie the business, Zhao and M&A partner Hilary Evenett, was on hand as Prudential picked up a vital share of Bradford a seat at the & Bingley loans from the UK Government, the total value of group executive which was £11.8bn. At the time, Zhao said: ‘To our committee Alan Porter, Prudential knowledge, it is the first large-scale UK portfolio acquisition won by table and close an insurance company through a PRUDENTIAL competitive bidding process. This involvement General counsel: is also one of the first transactions Alan Porter Prudential put together to with our implement its pan-European Team size: 220 portfolio acquisition strategy, Major law firms used: competing directly with traditional individual Clifford Chance, Linklaters, private equity houses and asset business unit Cleary Gottlieb Steen & managers in this market.’ Hamilton Porter comments: ‘Our role is to support the Prudential group leadership Life insurance giant Prudential in achieving its strategic and GC Alan Porter oversaw serious operational objectives while teams. expansion in 2017 as the company ensuring that it manages legal risk. explored new markets. It does this through integration with A key deal was the acquisition the business, a seat at the group of a majority stake in Zenith Life executive committee table and close of . The transaction, which involvement with our individual was completed in July, also saw business unit leadership teams.’ “ Prudential enter into bancassurance Porter recently created the partnerships with Zenith Bank role of head of operations for in Nigeria and Ghana. Above all, group legal, governance and the deal represented Prudential’s secretariat. Benjamin Devon, a entrance into the Nigerian market, risk and compliance lawyer who Africa’s largest economy. Prudential’s has been with Prudential since group and Africa legal teams played 2013, assumed the new role and a pivotal part in striking the deal. is tasked with promoting greater Simon Ramage, who has been with collaboration between the Prudential since 2010, heads up the group legal, governance and company’s group legal function. secretariat functions. Kim Bromley, Prudential’s head of ‘We provide a supportive legal for Africa, has been with the environment to our colleagues insurer since 2012. and actively encourage career The group and UK legal teams development opportunities across also picked up prominent roles our geographies,’ says Porter. ‘This in striking a ten-year strategic model is designed to enable our partnership with Tata Consultancy lawyers to fulfil their potential and Services, a global leader in IT, drives our success as an in-house business process and digital legal community.’

46 GC POWERLIST 2018 UK INSURANCE

LEGAL & GENERAL GROUP General counsel: Geoffrey Timms Team size: 35 Major law firms used: Slaughter and May, Clif- ford Chance, Eversheds Sutherland, Pinsent Masons, Macfarlanes, CMS Cameron McKenna Nabarro Olswang, Simmons & Simmons

‘As GC I find it invaluable to have a strong legal team,’ says Legal & General’s Geoffrey Timms. ‘They enable me to stay employed If one of my lawyers has without doing much work.’ Getting there took a lot of work something to raise, they on Timms’ part, however. ‘The team is fairly unstructured, but should go directly to the unstructured co-operation is the hardest thing of all to achieve. I chairman. I want their have tried to build people around me who are capable of getting on with things without direction. fantastic work to be seen. My philosophy is that if one of my Geoffrey Timms, Legal & General lawyers has something to raise, they should go directly to the chairman rather than relying on me as the conduit. I want the fantastic work from clean energy to aircraft acquisition of the remaining stake my team does to be seen directly by leasing – also gives our lawyers in CALA Homes, the UK’s tenth- the business.’ plenty of scope to build up a range largest housebuilder. The success of this policy is of expertise and skill. It has been That deal, says Timms, reflects evident in the diverse career paths several years since we lost someone Legal & General’s commitment some of Timms’ senior lawyers have senior to an external recruiter – the to developing new product lines. “ taken. Kaye Maguire left to become opportunities within the group are ‘Things like urban regeneration chief legal and resourcing officer just too good to match.’ have been a major focus for us to Legal & General Investment Chief executive Nigel Wilson in recent years. Few people are Management in 2017. In this role describes the legal team as the aware that we are at the forefront Maguire will be responsible for midfield of the business: ‘They bring of building modular housing in the HR across a business unit that the grit that stops us conceding UK. We try to be a market disruptor, currently has around £1trn assets goals and the flair “that allows us both because we like to do new under management. Similarly, to score. Often, Geoffrey and I will things and because we have a lot of Natasha Mora, GC of corporate form a negotiating team with the long-term financial commitments. and Legal & General Capital, will senior lawyers. I never see that on There is nearly £80bn on our shortly be moving to to the other side of the table.’ annuity book, so we need to think run Legal & General’s Asia-Pacific The trust the business places in long term and find assets and business operations. its lawyers is also shown by their investments that will deliver over a ‘Anyone who has an aspiration to close involvement in commercial 40-year cycle. As the market shifts, move into business will be snapped matters, with the team effectively the longevity and credit risks we up’, comments Timms. ‘The company left to run many of the group’s M&A have to be aware of as lawyers can see the value lawyers bring to deals. Last year, Claire Singleton, GC shift with it. That comes back to the table and are happy to move of Legal & General Capital, ran the the need for a legal team that is them laterally into non-legal roles. £630m sale of its Mature Savings comfortable working outside the The breadth of Legal & General’s unit to Swiss Re and was also confines of the law, addressing operations – covering everything closely involved in Legal & General’s senior figures in the business.’

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It’s a conscious decision to have such a small team. People have fewer roles but are focused on what’s important for the business.

Charlotte Heiss, RSA

RSA most important pieces of work have such a small team. We are General counsel: in 2017. Senior legal counsel a business that is undergoing Charlotte Heiss Yvonne Lee, who has since left transformation and my team is to join Slaughter and May as regarded as best in class. People Team size: 25 senior counsel, supported Heiss have fewer roles but are focused “Major law firms used: on the issue of two floating- on what’s important for the Slaughter and May, rate restricted tier-one notes of business. We can attract and RPC, Linklaters around £300m in aggregate size. retain really high-quality people.’ Slaughters capital markets Another major transaction for Charlotte Heiss, GC of insurance partner Guy O’Keefe advised RSA RSA came at the beginning of giant RSA, is no stranger to on the mandate. He comments: 2017, when it disposed of £834m the GC Powerlist, having been ‘Charlotte Heiss is a very of UK legacy liabilities to the named as a Rising Star in the impressive GC and very good to Enstar Group. Heiss led on that 2014 edition. work with. I have been involved deal again, supported by Cope. This year her legal team is in several transactions where her She regards this work as some highlighted after a standout advice has been much needed. of the most substantial handled performance. The function She is a very good advisory GC to last year, describing it as ‘an consists of a small head-office the board too.’ ongoing process.’ team of two lawyers, both of O’Keefe also praised RSA’s While not a dedicated head of whom have an ‘incredibly broad head of legal for the UK and legal operations, Peter Townsend, role’. There is a five-strong team international business, Jonathan RSA’s head of financial crime, of company secretary staff, Cope, describing him as ‘a very deals with a lot of that type of in addition to regional GCs in good transactional lawyer’. Of work. Reporting on a dotted- Canada, Scandinavia, the UK the team as a whole, O’Keefe line basis to Heiss, Townsend is and the Middle East, all of whom says: ‘It might be a small team, spending half his time making have a team underneath them. but it rightfully has a strong sure RSA will be GDPR-compliant. Despite the small size of the reputation.’ This supports Heiss’s ‘GDPR is taking a lot of work, head office team, it played a assessment of her own group: but we are confident we will get significant part in one of RSA’s ‘It’s a conscious decision to there before May,’ Heiss says.

48 GC POWERLIST 2018 UK THE TEAM ELITE

PHARMACEUTICALS AND HEALTHCARE

Penny Dudley, Bupa

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SHIRE General counsel: Bill Mordan Team size: 150 Major law firms used: Slaughter and May Bill Mordan and the in- house legal team at FTSE 100 pharmaceutical company Shire have – typically for the industry – been mainly occupied with patent litigation during 2017, but have also been involved in some high-profile regulatory and corporate work. On the patent dispute front, Mordan insists his intellectual property team, headed by Jim Harrington and David Banchik, is generating revenue for Shire, rather than acting as a cost centre. However, the most notable Bill Mordan, Shire matter from 2017 was an antitrust dispute against rival Allergan. Shire alleged that Allergan broke antitrust laws to preserve its 90% time developing new share in Medicare prescription manufacturing facilities. One We don’t lose drug plans for its dry-eye drug such factory, based outside Restasis. Mordan argues: ‘We Dublin, has taken up a large many cases. are defending our right to chunk of time from Shire’s introduce new products to a head of regulatory, David It’s very hard market in which they have a Altarac. Mordan says: ‘It’s going dominant share.’ to be a premier bio-reactor to duplicate Mordan is particularly facility. This will be best-in- proud of his team’s patent class. When we build a facility the science we litigation pedigree and says: we are constantly interacting ‘We don’t lose many cases. with regulators. Every stage of It’s very hard to duplicate the development requires approval develop. science we develop. We’re not and visits by regulators. It can trying to boil the ocean; we’re be an extremely complex and looking for products to treat stressful process.’ with external law firms. specific diseases.’ However, Claire Debney, Shire’s Mordan says Shire has ‘all the he insists: ‘Patent litigation is well-respected director of technology you’d expect from always the most aggressive, legal operations, also has a FTSE 100 company’, including the riskiest and the most responsibility for the company’s contract management and lucrative. We actively recover in-house training programme, asset management systems. and license a lot of products. POD (people, operations and However, he argues the most We generate revenue.’ development). Meanwhile, important aspect of the Commercial counsel Jason Shire’s head of corporate, Jeff technology is having an internal Baranski and head litigation Prowda, doubles up as head system that allows these counsel Chris Allen are the of legal operations. Jennifer different innovations to speak standout individuals acting Moitoso, who is involved with the same language. ‘The on the Allergan matter, Shire’s portfolio management, “infrastructure is not romantic according to Mordan. In terms is well regarded internally, as is or sexy,’ he says. ‘It’s nuts and of non-contentious work, the Kevin McGough, who handles bolts. But it’s where the real Shire team has spent a lot of much of Shire’s relationships efficiency is right now.’

50 GC POWERLIST 2018 UK PHARMACEUTICALS AND HEALTHCARE

We try not to have this separation between the business and legal.

Penny Dudley, Bupa

BUPA focuses on health insurance, jurisdictions. Senior legal adviser General counsel: as well as healthcare provision. Angelique de Lafontaine is Penny Dudley The group’s earnings are about highlighted for her contribution Team size: 156 £12.2bn, with key operations in to the new innovation hub, Australia, Spain, Chile, Poland, working on a number of projects, Major law firms used: Hong Kong, Brazil, , as well as developing strategic Slaughter and May, Saudi Arabia, and the US. As partnerships in innovation. The White & Case, Herbert such, the legal team at Bupa was team is also trialling DocuSign, Smith Freehills involved in a significant number but Dudley admits: ‘We’re still at “of deals during 2017: completing an early stage of where I’d like us A recurring theme among the acquisition of Oasis Dental to get to as a digital function.’ leading in-house legal teams is Care in the UK for £835m, as well Bupa’s in-house function the ability to not just provide as the sale of 110 care homes introduced a legal operations technical legal advice, but to to HC-One for £300m. Dudley’s manager in 2016, bringing in supplement it with business team also worked as part of the Rachel Kerr from PwC. Dudley nous. This is the philosophy core team on a data incident says the role was created after Penny Dudley, Bupa’s chief affecting its insurance business recognising the demands of legal officer since early 2016, in mid-2017 when an employee the function had increased to tries to instil in her team of inappropriately copied and a point where someone who more than 150 working across removed customer information had operations skills would be 13 countries. from the company, affecting beneficial. The team stresses the ‘The legal function operates about 108,000 insurance policies. importance of being able to work as an integral part of Bupa; we She says technology plays in an agile way and that, where try not to have this separation two roles for the in-house possible, the internal team leads between the business and legal,’ team and wider company: first, on the bigger and more complex she says. ‘While we can obviously changing how it interacts with projects, rather than outsourcing recruit people with significant its customers, and second, it to external counsel. technical ability, it’s interpersonal allowing the legal function to ‘Legal departments spread skills, business knowledge and be more effective. Bupa’s focus across multiple jurisdictions management influencing that on digitising the customer means there are many jobs make a difference.’ experience raises a number of and tasks where an effective “ The international healthcare issues that legal contributes to, operations manager will be able company employs more than but the team also tries to make to connect people, helping to 78,000 people – a quarter of use of technology to connect bring the legal team together whom are in the UK – and mostly seamlessly across its different as one.’

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GSK CONSUMER HEALTHCARE General counsel: Sean Roberts Team size: 50 Major law firms used: Slaughter and May, Allen & Overy, CMS Cameron McKenna Nabarro Olswang, Latham & Watkins, Bird & Bird, Simmons & Simmons, Addleshaw Goddard

In 2014, GlaxoSmithKline (GSK) and Novartis announced a major three-stage transaction that would see the UK-listed company swap its oncology business for the Swiss pharma giant’s vaccines division while entering into a consumer healthcare joint venture. Since that deal began in 2015, Neil Laventure the GSK Consumer Healthcare team has been closely involved in is a FTSE GC the legal and operational aspects of integrating two distinct legacy cultures together under a single in the making. business unit to form the leading over-the-counter medicines company in the world. Led by Sean Roberts, a global team of 50 lawyers oversees GSK Consumer Healthcare’s operations and is, says Allen & Overy partner legal head of global categories of digital medical devices and the Matthew Appleton, among the and R&D. use of large data sets to improve the best in the sector. ‘The legal team Rebecca Danby, assistant GC for patient experience will become core continues to deal with the fast- global R&D and Northern Europe, to most healthcare businesses over changing business in a rapidly and Peter Currie, who heads GSK time. We see the legal team’s role evolving sector. They have worked Consumer Healthcare’s oral and skin as helping the business to reach its to develop an innovative structure health global categories and digital, digital goals.’ – the consumer health joint were also cited as rising stars within This, adds Brian Sher, a venture – which has been a great the team. competition partner with CMS success reflecting the legal team’s Away from transactional work, Cameron McKenna Nabarro hard work.’ the legal team has been at the Olswang, has helped distinguish A number of figures within forefront“ of training initiatives the legal team from others within the team were singled out for within the business. As Laventure the sector. ‘If you’re looking for an praise, including Neil Laventure. comments: ‘Upskilling digital outstanding team, you want to see Described as ‘a real talent’ by capabilities is one of the key areas a group of lawyers who each take Ed Barnett of Latham & Watkins we have identified to help grow it upon themselves to drive the and ‘a FTSE GC in the making’ by the business. We have developed business forward and think about Appleton, Laventure returned a digital academy for our lawyers the issues that will become critical to the UK in 2017 following a – part of a much broader training to business two years down the three-year spell in GSK’s Singapore programme – and looked at ways line. The GSK Consumer Healthcare office to take up the position as we can improve awareness of digital team is very well advanced in this general counsel (GC) for Europe, issues across the business. Online regard and should be recognised as the Middle East and Africa, and advertising, e-commerce, the launch one of the leaders in the market.’

52 GC POWERLIST 2018 UK THE TEAM ELITE

REAL ESTATE, INFRASTRUCTURE AND TRANSPORT

Philip Bramwell, BAE Systems Photographer: Juan Trujillo

53 sponsored by

We don’t carry any passengers here – it is one of the reasons our lawyers are held in such high esteem. Leon Shelley, Westfield

WESTFIELD CORPORATION Westfield’s proposed merger with displays the same qualities. They General counsel: French property investor Unibail- have led the company through a Leon Shelley Rodamco is an indicator of how retail whole series of very complicated real Team size: 14 is changing, says Shelley. ‘Over the estate deals. It is rare to see a legal last decade there has been a shift in team driving a business forward and Major law firms used: power toward major retail brands taking difficult decisions, but like Linklaters, Ashurst, Herbert who take a very strong negotiating all successful businesses, Westfield Smith Freehills, Berwin position against shopping centre has put its lawyers at the front to Leighton Paisner, Greenberg owners and landlords. The wave of facilitate deals.’ Traurig, DAC Beachcroft mergers we are seeing is an attempt The team’s ability to engage with “by owners to take some power back.’ the business has been fostered by Since Leon Shelley joined Westfield Bricks-and-mortar retail is facing Shelley’s approach to management. Corporation in 2005, the Australian an even bigger threat: e-commerce. ‘If a junior lawyer asks me a question, shopping centre operator has sold Last year Westfield relaunched its I refuse to answer. Instead, I say: around half its portfolio globally. In technology division, OneMarket, to “Come back with an answer and I the UK, it has shed eight centres to focus on bringing shopping centre will tell you if that answer is correct.” concentrate on its flagship strategy owners together, including those It’s a very good way of training – two sites in London with a third operated by its rivals. ‘[Amazon’s] people to be independent. We don’t planned for Croydon. This is not a advantage is in the number of carry any passengers here and it is hard-luck story, however. Westfield potential customers it has access one of the reasons why our lawyers has seen its revenues grow year on to,’ says Shelley. ‘To ensure we stay are held in such high esteem. They year and has recently completed meaningful as an industry we need are embedded in the business, a £600m extension to Westfield to recognise that and get in the sitting in the development, leasing London in Shepherd’s Bush. game now. By working together we and construction teams. I would Shelley, now director of corporate hope that shopping centres will be go so far as to say that some of our and general counsel (GC) for the able to compete with online retailers development lawyers are better UK and Europe, says the company on a more even playing field.’ developers than the developers was prescient in spotting the shift The legal team’s ability to keep employed by other companies in in the retail market. ‘Retailers will on top of these numerous trends this sector!’ always need flagship stores in capital caught the attention of nominators. Standout figures within the team cities and other strategically-strong Ashurst’s global head of real estate, include deputy GC Amanda Beattie, demographic locations. We got Hugh Lumby, comments: ‘One of the described as a ‘brilliant lawyer’ by ahead of the market by focusing on great teams I’ve worked with in the Lumby, and GC for leasing Philip these prime assets.’ A further sign course of my long career is Westfield. Sorensen: in Shelley’s words a of Westfield’s growth is its ongoing They are absolutely phenomenal. ‘seasoned negotiator’ who has been development of the new £1.4bn Leon Shelley deserves to be instrumental in the Westfield Milan complex in Croydon, part of a long- recognised as a standout figure project, Italy's largest retail and term plan to regenerate the area. in the market, but his entire team leisure destination.

54 GC POWERLIST 2018 UK REAL ESTATE, INFRASTRUCTURE AND TRANSPORT

BALFOUR BEATTY A trio of leaders below Mercer, and implementation of legal General counsel: however, are also credited for their process technology. David Mercer work: associate GCs Terry Styant Mercer says of the deal: and Mike Dallas, and deputy GC and ‘We’ve unlocked significant Team size: 32 head of group legal and compliance value for Balfour Beatty through Major law firms used: Pin- Keely Hibbitt. Pinsent Masons head our partnership approach and sent Masons of client strategy Alastair Morrison remain committed to driving observes: ‘Within the function continuous improvement. We are It feels an age since global you’ve got a really high-quality team now working together on tech-led infrastructure group Balfour Beatty that’s been able to work through a innovation, blending legal service announced its seventh profit range of different issues.’ provision, in-house engagement warning in a couple of years, had Morrison knows the team well, and business system integration its chief executive quit and was given his firm’s longstanding sole- that is changing the way we do in the midst of merger talks with supplier mandate with the FTSE 250 business and helping us to lead in rival construction group Carillion. company that kicked off in 2013 this challenging market, not least But this was little more than and was this year re-signed until in extracting maximum value from three years ago. Carillion recently 2020. The latest partnership has every legal pound spent.’ spectacularly collapsed. Balfour introduced new pricing structures Morrison credits Mercer and the Beatty, meanwhile, in March for greater flexibility, such as in-house team for its role in seeing announced it had more than variable fixed-price arrangements Balfour Beatty come out of its rough doubled its underlying profit for for routine projects, rather than a patch: ‘The team has stuck with the 2017 financial year to £196m, single capped fee for all business- David through that period. He’s while having an order book as-usual matters, as was the case seen a lot of different things over worth £11.4bn. previously. Pinsents’ routine work his career and was the right person Behind this has been the will also generate credits that can to guide them through this. He’s admired in-house legal team led by be offset against legal spend on a guy who has got bags and bags David Mercer, who was promoted more complex work also handled of experience; he’s very calm and a to group GC and head of legal in by the firm. These credits can also good relationship person but also a mid-2015, replacing Chris Vaughan. be used for advice on the design strategic thinker as well.’

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This is, you will be pleased to know, a very, very, heavily regulated industry.

Philip Bramwell, BAE Photographer: Juan Trujillo

BAE SYSTEMS makes cohesion within the legal ‘The key with large multinational General counsel: department an absolute must. legal departments is controlling Philip Bramwell This, Bramwell believes, costs worldwide.’ is achieved through a clear BAE might spend seven years Team size: 250 understanding of legal value- trying to win a contract for £5bn, Major“ law firms used: Allen add, influenced by US academic but the classified nature of many of & Overy, Linklaters, Ever- Constance Bagley’s work, ‘Winning the headline projects the team has sheds Sutherland, Fresh- Legally: The Value of Legal worked on means Bramwell cannot fields Bruckhaus Deringer Astuteness’. This is characterised as talk about them. He points to investing in the business to make global chief counsel of compliance ‘This is, you will be pleased it more ‘legally astute’, otherwise and regulation, Joanna Talbot, as to know, a very, very, heavily in-house demands will constantly worthy of mention, while head regulated industry,’ defence be proportionate to the scale of the of labour law Victoria Halliday multinational BAE Systems business, ‘the ultimate objective of had an enormous workload not group GC Philip Bramwell says. which is to create a business that only because of a management ‘We have, from the boardroom has a better knowledge of law and restructure but with implementing down, no appetite for breaching regulations than its competitors the first phase of GDPR compliance. laws or regulations.’ and is able to use that to its Bramwell expects the drive Bramwell, a veteran lawyer of competitive advantage’. for efficiency to dominate for the more than 30 years, including time Bramwell tracks this with foreseeable future, particularly for as GC at mobile operator O2, is monthly value-add reports from his a company that ultimately supplies enjoying his longest-ever stint in lawyers around the world, detailing armed forces at the expense of the the same job after becoming BAE things they have done that add taxpayer. The team is not at the GC in 2007. This tenure has led to the company’s knowledge bleeding edge of technological to the development of a mature above and beyond the day job: in development, as many solutions legal department, numbering November, for instance, the team on the market are hosted in the around 250 people, split between spent about 300 hours delivering Cloud, which presents security lawyers and regulatory experts. The online training to 5,000 people issues for BAE. ‘Although we look department is spread across the at the company. The ‘dream’ is to on enviously at what the banks world, chiefly in the key markets keep the business aware of legal and others are doing, and what the of the UK, US, Australia, India developments, risks and regulations start-ups are doing, we’ve not yet and Saudi Arabia. This spread, so that it in turn generates less found a package that will add a lot for a company that employs work for the in-house department of value. It’s a bit frustrating really.’ more than 80,000 people overall, and improves efficiency overall.

56 GC POWERLIST 2018 UK REAL ESTATE, INFRASTRUCTURE AND TRANSPORT

PERSPECTIVES Philip Bramwell, group general counsel, BAE Systems How is your legal team structured? to 100 people on a piece of regulation, which reduces If you’re a Western defence company, you’re basically our risk of violations. Training is a classic example of dealing with the Five Eyes nations [Australia, Canada, somewhere we want to make a very heavy investment. New Zealand, the UK and US]. BAE Systems is the Keeping managers aware of legal developments, legal most global of the defence companies, so our legal risk, regulatory risk, means they in turn generate less department reflects that. We number about 250 work for us. That’s the dream. overall – half lawyers and half regulatory experts. The basic principle of the organisation of the legal function It’s about front-footing problems? around the world is to have the lawyers as close to Front-footing: that’s a better way of putting it. I’ll their client base as we can get them, so it’s a blend of steal that. commercial generalists and making sure that we’ve got geographies covered where we have multiple lines. How do you manage the three dimensions effectively? How has it evolved? I have to make a business case like anyone else looking It will flex from time to time, even in a mature legal for investment, so when I need more headcount I go to department. An area like cyber security is big for us the chief executive and say we’re altering a few things, now; it wasn’t five years ago. Broadly, our concept of but we’re probably looking at a few extra heads and if operation remains the same. We have a clear sense of we don’t we’re going to face big external legal bills. Is legal community globally and all meet once a year. my team drinking from the firehose or are they going to have sufficient capacity to get out in the business What is that concept of operation? with their non-specialist colleagues and raise the state We have a very clear understanding of legal value- of awareness in the business? I’ve never been refused add, influenced by the work of American academic when I’ve made a business case. Constance Bagley, which splits in-house work into three prongs. The first is latent demand from people in your How have the demands on in-house teams organisation looking for legal advice: that’s good we changed? want to be in demand, but it’s self-diagnosed. That’s We’re very fortunate to take associates and senior the pull dimension, whereas the push dimension is the associates from top-flight law firms around the world work we do to enhance and protect the value of the and we benefit from that enormously. If you get a enterprise, work across the business to meet standards great gene pool then you will have an adaptable and set by the board, which has no appetite for compliance hugely-able legal department, and I believe that’s what or regulatory failures. Bagley says there has to be a third we’ve got. We have people willing to uproot and take dimension, however, or else it’s a zero-sum game. If you themselves off to other sides of the world, making don’t invest in making the business what she calls more huge sacrifices with young families. I think international ‘legally astute’ – more aware of the laws and regulations career experience is going to be important for those that affect it – then you will in perpetuity have a who want to reach management levels in the legal constant level of demand that’s proportionate to the departments in global companies, I spent a decade scale of the business and it will not learn to be smarter. overseas in my career and it helps you in a number of things. First of all it helps you to put your own home How do you measure that? country in context. You talk to people and socialise Those three dimensions inform the way that we with people who are not your countrymen and don’t manage and think about legal value-add and also know anything about your country. The UK thinks it’s the way that we articulate to management what we the centre of the universe. Years later, as a GC, you have are delivering. I get third dimension legal value-add some empathy with what people are going through reports monthly from my lawyers around the world in overseas assignments: it’s a non-trivial thing to that say: ‘These are three, four things we’ve done ask someone to do. Looking forwards – certainly for over the last month that are adding value above and the Millennials that we’re recruiting – getting them beyond the day job.’ It might be two hours of training international experience is really important.

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NETWORK RAIL General counsel: Stuart Kelly Team size: 26 Major law firms used: Eversheds Sutherland, Ad- dleshaw Goddard

Network Rail GC Stuart Kelly’s second stint at the UK railway infrastructure owner, and subsequent promotion to its top legal job in early 2017, has come with what he describes as a more focused alignment of the legal team and the business’s needs – a ‘massive shift from a decade ago’. Kelly believes this is the engine behind his 26-strong legal team and has led to legal becoming more embedded Dan Kayne, who, along with within the organisation. group and Europe GC Steve Ian Gray, Such an approach is Davey, was recently promoted highlighted by Network Rail’s and earns praise both internally Eversheds: longest-ever panel review and externally for his work. process, kick-started in early Kelly says Network Rail will Stuart Kelly is 2018 for work that could be spend longer working on its worth up to £70m over five new panel than the company an understated years from next April. This has ever done before, aligning panel review is Kelly’s first it with a new five-year corporate individual who since being promoted from strategy for the overall business: deputy group GC following ‘The whole organisation has is incredibly the departure of Suzanne Wise been on a journey towards in March last year to Japan more devolution from the Tobacco International. centre – it has been quite well organised. Network Rail’s new panel is political – and we’ve evolved expected to cover a full range to match that corporate of legal services to support the devolution.’ which is spending £130m in-house team on its corporate Network Rail is also working on infrastructure investment functions and route businesses with a legal software start-up every week. This work is being between 2019 and 2024. The Apperio, which boasts online led by Network Rail property £70m will be spread among food delivery company Deliveroo GC Cathy Crick. ‘It’s one of our a small number of suppliers as a client, and is implementing biggest transactions. This is an Network Rail expects will new data systems ahead of its extraordinary disposal that has provide innovative approaches new panel in 2019, which Kelly dominated their workload,’ to ensure value for money. describes as the beginning of Kelly says. The tender document says: the firm’s technological journey. Kelly draws praise from ‘We would like to encourage Another key project is the Eversheds Sutherland prospective bidders who are disposal of Network Rail’s “executive partner Ian Gray, forward thinking, committed commercial property portfolio, who comments: ‘Stuart is an to innovation and who are which could be worth more understated individual who is open to alternative ways of than £1bn. About 5,500 incredibly well-organised. He delivering our requirement properties were put up for sale has a challenging brief, which for a full legal service.’ The in England and Wales in a bid attracts a lot of attention. review will be led by Network to provide a significant cash Despite this, it feels like he is Rail routes businesses GC injection to the railway owner, running that very well.’

58 GC POWERLIST 2018 UK REAL ESTATE, INFRASTRUCTURE AND TRANSPORT

We do have to play the governance role, but that isn’t an excuse to avoid giving practical and solution- focused advice.

Mark Gregory, Rolls-Royce

ROLLS-ROYCE which last year reported revenue Royce as it moves on from such General counsel: in excess of £16bn, dealing with challenges, and looks to drive Mark Gregory probes, profit warnings, leadership culture change and business changes and shareholder activism. simplification. [They] have also Team size: 60 The most high-profile have implemented new models of Major law firms used: been investigations into bribery working that align to the business’s Slaughter and May, Debev- and corruption by the Serious wider strategy to become a oise & Plimpton Fraud Office, US Department of leading technology company and “Justice and Brazil’s Ministério drive digital technology.’ ‘We’re not the “Department of No”; Público Federal, resulting in Gregory adds that, similar we’re not the “Deal Prevention deferred prosecution agreements to many other in-house teams, Unit”; and we don’t sit in our ivory announced in early 2017 and Rolls-Royce expects the legal tower with the big book of law,’ penalties totalling £671m. This was arm to be more than lawyers says Rolls-Royce GC Mark Gregory managed by a small central team and instead partners willing to about how his in-house legal team working with external counsel, stick their necks out. It also faces operates. ‘We understand the Gregory says. Meanwhile, in 2016, the ongoing challenge of cost business and can give proactive US activist investor ValueAct and efficiency, transparency and business partnering. We do Capital secured a place on the accountability. Collaboration is have to play the governance company’s board after building its key, while the company’s chief role – staying independent and stake in the company following executive has charged legal with objective – but that isn’t an excuse profit warnings a year earlier. setting an example in innovation. to avoid giving practical and Eversheds Sutherland co-head A chief operations officer, Deborah solution-focused advice as part of of global company commercial D’Aubney, has been working in an integrated team.’ Keri Rees says Gregory led his team the last few months to help drive Gregory was only appointed during a very challenging period this change, but Gregory admits GC in late 2015, rising from head for the business while supporting the team is behind on technology: of legal and commercial at the its focus on transformation and ‘I see that as an opportunity “ FTSE 100 British engineering reducing costs. He credits the to leapfrog: one of the group heavyweight to replace Robert team for tightening management strategic priorities is around Webb QC, but is already of external legal spend, lifting driving a ‘digital first’ mindset and credited for his role in driving operational excellence and we’re embracing that. There’s lot cultural change and business aligning and integrating the of exciting technology out there simplification at Rolls-Royce. It has function with the business: ‘Mark that we can embrace to drive been a challenging time to land and his team are playing a crucial commoditisation, automation such a role, too, with the business, role in the evolution of Rolls- and simplification.’

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There isn’t another team in this sector that is handling so much complex work on a regular basis.

© AC Manley / Shutterstock.com

LENDLEASE Continental Railways, securing a of Joanna Brown, one of the most General counsel: role as contractor on Scape Group’s experienced members of the team Mark Packer £7bn National Construction and a well-known figure in the real Team size: Eight framework, and forming a £1.5bn estate community. Brown moved build-to-let partnership with CPP from her native Australia to join the Major law firms used: CMS Investment Board to develop“ London office shortly after it was Cameron McKenna Nabar- private rental and affordable established and has been a key ro Olswang homes at Lendlease’s Elephant Park figure in some of Lendlease’s most development in Elephant & Castle. high-profile matters in the City, The real estate sector has not Packer and his team have also including its Greenwich Peninsula traditionally been home to been increasingly busy in Italy, development, now owned by large teams of in-house lawyers. where a spate of new ventures Hong Kong-based developer As such, the eight-strong UK- have seen Lendlease become Knight Dragon, and the initial bid based legal team at Australian the country’s largest property for work on the redevelopment construction, property and developer. These projects include of Battersea Power Station. She infrastructure group Lendlease acting as contractor to the €2bn is now leading on the company’s is relatively large for the market. Milano Santa Giulia development, Elephant & Castle scheme. Even so, says GC Mark Packer, the a green and residential district The core of the team, however, amount of work the team gets under construction in the south- is formed of lawyers with similar through is genuinely impressive. east periphery of Milan, and as levels of experience: Ruby Jhita, ‘Competitors may work on one preferred bidder to redesign previously a Lendlease secondee, or two projects, but we are doing Milan's 100-hectare 2015 world joined from Nabarro in 2016. everything from investment to expo site. Lendlease has also Senior construction lawyer Peter development to construction at entered into a joint venture Duncan joined from Heathrow in the same time. There isn’t another agreement to work on Rome’s new 2014 shortly after legal counsel team in this sector that is handling Pescaccio shopping centre – one for Europe Tom Grundy had joined so much complex work on a of a number of urban regeneration from Eversheds. ‘Having people at regular basis.’ schemes Packer’s team is now the same level of experience and In the past year, that work working on. seniority helps to make a team has included supporting the In these matters Packer has entrepreneurial,’ says Packer. delivery of ’s new King’s been supported chiefly by Amy ‘They know they are competing Cross headquarters, negotiating Cashman, who joined the UK team for face time with senior business commercial agreements for the from Lendlease’s Australian office leaders, which produces a friendly International Quarter in Stratford, in 2016 and is tipped as a rising rivalry across the team. I can’t LendLease’s £2.4bn joint venture star in the sector. He has also been think of a better way to encourage development with London able to draw on the experience career development.’

60 GC POWERLIST 2018 UK REAL ESTATE, INFRASTRUCTURE AND TRANSPORT

Tom Cassels, Linklaters: It’s a very lean team that is always stretched, but that isn’t reflected in the quality of their work.

BRITISH AIRWAYS competition, mostly based in competition and litigation General counsel: the UK with a team of four in Elizabeth Hichens for her work in Andrew Fleming New York. One partner at a the acquisition of the Monarch “major global firm says the BA Airlines slots. Competition lawyer Team size: 26 “ team is constantly moving Natasha Franklin, meanwhile, is Major law firms used: from one big, high-profile also well regarded. Slaughter and May, Baker issue to another: ‘There’s quite The team is open-minded McKenzie, Addleshaw a lot of crisis management about doing things differently, Goddard, DLA Piper and that it handles very effectively.’ but innovation and technology In the last year or so, the BA will be more of a focus for this Linklaters team faced industrial action, year. That said, it was a relatively You do not have to be an aviation the acquisition of take-off early adopter of e-billing in late geek to join the lean British and landing slots at Gatwick 2011 and has implemented Airways (BA) in-house legal team, Airport and the closure of its other process-efficiency tools. but head of legal and company largest pension scheme. One Fleming believes the team is secretary Andrew Fleming of the more high-profile a true trusted adviser to the believes the combination of the issues was the long-running broader BA business: ‘Being really airline’s brand and the nature of mixed-fleet industrial action smart and good at the law bit the work attracts strong talent in 2017, resulting in strikes has become a given and it has regardless, allowing him to be by some BA cabin crew before been increasingly about how you picky about who he hires: ‘That’s a pay deal was reached in can put that into effect. It’s about an advantageous starting point. October. The acquisition of having an intimate familiarity The nature of the industry we the slots at Gatwick followed with the business, really work in, the whole variety and the collapse of low-cost airline understanding how you make unpredictability of the work, Monarch, which was secured money and what your brand is makes it really challenging, but for an undisclosed sum. built on.’ that also keeps it interesting Meanwhile, BA’s largest Linklaters partner Tom Cassels for everyone.’ defined-benefit pension says Fleming is extremely bright Fleming – head of legal scheme closed to future and willing to challenge external since the £5bn merger of BA accrual to be replaced with a counsel in a constructive way. and Spanish carrier Iberia in new flexible benefits scheme. He adds: ‘It’s a very lean team 2011 – has a 26-strong in- Fleming highlights head of that is always stretched, but that house legal team covering employment Navdeep Deol isn’t reflected in the quality of employment, commercial, for his work on employment their work. They manage outside regulatory, litigation and matters, and head of regulatory, counsel well.’

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WEWORK General counsel: Peter Greenspan Team size: Four (EMEA) Major law firms used:DLA Piper, Covington & Burling

The disruption of traditional industries by tech-backed companies is a familiar story by now. Even so, the rapid rise of shared workspace provider WeWork has caught many in the commercial real estate sector off guard. Founded in 2010, the New York-based company is already valued at over $20bn, making it one of the top ten start-ups globally. In the UK, WeWork’s rise has been just as spectacular. After entering the market in 2014, it is already the largest occupier of office space in central London. In spite of this rise, WeWork’s business model is incredibly simple: it rents space off a landlord and leases it on for more money. Nor is it the first company to follow this model. The likes of IWG and The Office Group have been doing the same thing for decades. However, says Jonathan Wainstein, real estate counsel for EMEA, the market was due a shake up. ‘Offices are among the most inefficiently-used spaces around. Most companies tend to rent far more space than they need because the decision is based either on what other similarly- companies, WeWork has proved outfit Softbank Group has sunk sized companies are renting or a to be a good bet for its lawyers. $4.4bn into the company so hunch. No-one uses technology Its first GC, former Wilmer Cutler far. Is WeWork a credible long- to analyse how buildings are Pickering Hale and Dorr partner term threat to the incumbents? actually being used. WeWork is Jen Berrent, was given additional Mat Oakley, head of European taking a much more sophisticated responsibility as chief culture commercial research at , approach, using technology that officer before being appointed thinks so. ‘Every industry in the helps find the right-sized office for as the company’s chief operating world seems to be heading a business. Only by mapping how officer in 2017. The GC role has toward a small number of different companies like to use since been filled by former deputy leviathans that dominate the space can we learn the best way to GC, Peter Greenspan. market. WeWork will be one of the organise the buildings we occupy.’ While it has challenged vested leviathans in the real estate space. Wainstein works as part of interests, WeWork is hardly It will be difficult for a traditional a four-person EMEA, Israel and playing David to the Propco landlord to move its feet quickly Australia real estate legal team led Goliath. JPMorgan Chase & Co enough or for an emerging by associate GC Nicholas DiChiara. and Goldman Sachs were early competitor to gain enough As with most tech-backed investors, while venture capital momentum to challenge them.’

62 GC POWERLIST 2018 UK REAL ESTATE, INFRASTRUCTURE AND TRANSPORT

Tim Ashby, Landsec

LAND SECURITIES Health Products Group, but is actively looking and having GROUP Ashby and Peeke argue that conversations with law firms General counsel: credit is due to predecessor about how machine learning Tim Ashby Sally MacGregor, who was could improve the company’s responsible for setting up the document management systems. Team size: Six initial joint venture to own Furthermore, an office move 12 Major law firms used: the building with Canary months ago has instigated an , Wharf in 2010. electronic drive. Ashby says: ‘We Eversheds Sutherland, Peeke says: ‘We continue to are not sitting here with filing CMS Cameron McKenna look after the building, making cabinets – we are 90% paperless.’ sure [the tenants’] experience Ashby contends that Nabarro Olswang stays the same. This is a Landsec’s ratio of work done Land Securities Group GC continuous project.’ internally compared to externally Tim Ashby describes his Outside of the Walkie Talkie mirrors the company’s wider peer comparatively-small in-house sale, another major acquisition in group. ‘All of our work is done team as typical for the real 2017 saw Landsec open Westgate externally. There’s no deal that estate sphere, but the magnitude shopping centre in a £440m joint we do without a firm. We would of the work it completes is venture with The . get a legal team of 60-70 lawyers anything but ordinary. Landsec’s deputy head of to do everything. All of our peer Ashby and head of legal legal services Ian Petts was group run the same model as Alex Peeke modestly recount instrumental in getting the us. There’s no cost benefit in their involvement in the £1.3bn Westgate deal over the line, changing it.’ sale of the iconic Walkie Talkie with Ashby saying: ‘It was a long Landsec currently operates a skyscraper last year. Mayer process with masses of work and core property panel comprising Brown, Berwin Leighton Paisner it has been run confidently. Ian three firms: BLP, Eversheds (BLP) and CMS Cameron Pett stands out.’ Sutherland and CMS. On the McKenna Nabarro Olswang Despite the relatively- corporate side, Magic Circle advised as Landsec sold the small team, Landsec has outfits Slaughter and May building at 20 Fenchurch Street substantial tech ambitions, and Allen & Overy are the to Hong Kong investors LKK with Ashby revealing that he regular advisers.

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THE CROWN ESTATE General counsel: Rob Booth Team size: 20 We are there Major law firms used: Berwin Leighton Paisner, to assist the CMS Cameron McKenna Nabarro Olswang, business to be Hogan Lovells the best that it The young, bright GC and company secretary of The Crown Estate, Rob can be. Booth, has ‘gone from being one to watch to being a big player’ since taking over from well-regarded former GC Vivienne King in 2016, one law firm leader says. ‘He’s really stepped up to that role.’ Booth and his lean team of five lawyers have certainly stepped up: supporting more than £2bn worth of property trading at The Crown Estate in the last two years, overhauling its offshore wind portfolio, devolving its operations in Scotland and restructuring the entity, which is governed by an Act of Parliament. Booth sits in the middle of the legal function, with four “ senior legal counsel below him who each manage one of the estate’s portfolios: central London; regional; energy, infrastructure and minerals; and rural and Rob Booth, coastal. The overall portfolio is The Crown Estate worth more than £13bn, with central London by far the largest, making up about £8bn of that in The restructuring also through in terms of what they’re super-prime West End property. gave Booth an opportunity to trying to get out of the law firms. One of Booth’s first tasks restructure his panel, which he I’ve been very impressed by when he took on the GC role believes is as good as any on that.’ Booth sees his team’s role was to rewrite a lot of the the market. The Crown Estate’s existing beyond simply aiding estate’s governance. He took heavily-outsourced legal spend transactional flow: ‘We are there the opportunity to change the will be between £10m and to optimise, to shape and to structure of his legal team at £15m this year, and there is a assist the business to be the best the same time. He describes this requirement for panel firms to be that it can be.’ process as effectively ripping up very bespoke and transparent. Booth prefers firms come to the estate’s terms of reference and Booth has also divided the him with technological innovation replacing it with a more modern work between strategic and than for him to have to commit to structure that has been embedded portfolio mandates, which he any specific system, particularly as over the past 18 months: ‘It’s one says has resulted in improved he considers the legal technology of those moments as a Crown performance. One legal market too immature to offer Estate GC where you know in six consultant says The Crown Estate something that tips the scale. months either there’s a happy is the best legal team they saw ‘I’m very happy to sit back and stakeholder or you’re packing last year: ‘The maturity of how utilise what the firms are using. your possessions into a box. My they’re managing the supply I’m a Millennial, so I’m not about possessions are still on my desk.’ base – they’ve really thought it buying stuff; I’m all about rent.’

64 GC POWERLIST 2018 UK THE TEAM ELITE “

RETAIL AND CONSUMER PRODUCTS

Clare Wardle, Coca-Cola Photographer: Juan Trujillo

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UNILEVER General counsel: Ritva Sotamaa Team size: 500 Major law firms used: Linklaters, Baker McKen- zie, Clifford Chance, DLA Piper

No year is uneventful at global consumer goods giant Unilever, but 2017 in particular was memorable, thanks to the unsuccessful blockbuster merger with Kraft Heinz. It would have been the second-largest M&A deal in history, but on 17 February 2017 Unilever and Kraft Heinz issued a joint statement announcing that the deal would not take place. Klaas Evelein, Unilever’s global legal operations director, says that the aborted merger had a prolonged effect on the company, noting: ‘We’re still in the process of deciding where we want to be.’ General counsel (GC) for corporate and transactions Robert Leek, and group secretary Tonia Lovell, were the key players for Unilever on the Kraft Heinz bid. As a result of the deal falling through, Unilever sought to boost returns by selling off its household- name spreads business to US private equity house Kohlberg Kravis Roberts. The €6.8bn buyout was finalised in Ritva Sotamaa, Unilever December, with Unilever chief executive Paul Polman describing the sale as a ‘further step in reshaping and sharpening second legal operations director IT projects and communications.’ our portfolio for long-term and says his role mirrors the Evelein has a legal background, growth’. Well-regarded progression of the modern GC: having worked for six years at transactional lawyer Leek ‘In the past, the life of a GC was Dutch firms Boekel de Nerée and oversaw the sale. a bit simpler, but with all the later SOLV. He argues this can be One of the more pioneering challenges at the moment they advantageous: ‘It’s very important aspects of Unilever’s in-house realise life is more complicated! to understand the needs of the legal team is its enthusiastic You need someone focusing on legal counsel. When you’re dealing adoption of a legal operations the operations. The role is looking with local law, it’s a plus because function. Evelein is Unilever’s at the strategic view as well as our you really know what’s going on.’

66 GC POWERLIST 2018 UK RETAIL AND CONSUMER PRODUCTS

We’ve got great lawyers who make an effort to get into the businesses.

Paul Lister, Associated British Foods

ASSOCIATED BRITISH the late-2017 purchase of is better to in-source it than FOODS balsamic vinegar brand outsource it. We get the General counsel: Acetum, a €100m-turnover work done and get it done Paul Lister business in Italy, which cost effectively.’ followed the acquisition of He believes it is vital for Team size: 55 two sports nutrition businesses his team to be involved “Major law firms used: Al- earlier that year. In 2016, the directly with the business len & Overy, FTSE 100 company also bought – otherwise he may as well Addleshaw Goddard, the half of African company outsource all work. ‘We’ve , Illovo Sugar it did not already got great lawyers who know own for £262m. On the other the businesses very well, Macfarlanes side of the ledger, the company who make an effort to get Ask Associated British Foods sold its North American herbs into the businesses, who (ABF) director of legal services and spices business, as well as are good counsellors to the and company secretary Paul five cane sugar factories in business guys, as opposed Lister why he thinks his in- China for £297m. to theoretical lawyers.’ house legal team is well The transaction-heavy Technology plays a big regarded, and he points to business means the in-house role in compliance functions, how visible the broader legal team is mostly split particularly in training, which £15bn-plus food, ingredients into general commercial and it can make more interesting and retail multinational has other specialised areas, such for people who do not usually been in recent years. ‘We buy as antitrust law. ABF operates concentrate on it. However, and sell a lot of firms,’ he says. in more than 50 countries, Lister has resisted unnecessary ‘Commercial is extremely meaning some lawyers are change in the team’s structure: important for us.’ ‘cuckoos in the nest’ in places ‘If you hire the right people, I This mantra has kept the like Thailand, Mexico and question whether you need a 55-strong in-house team Australia. But otherwise, Lister big HR and COO strategy active as ABF, which owns says, it is a central legal team function around it. I don’t household names such as with no formal panel. ‘The think we’re big enough for Primark and Twinings, went team grows based on the that yet anyway. If I had a bit shopping in the 18 months amount of work we’ve got of resource, I’d probably hire from early 2016. Deals include and, frankly, on whether it another lawyer.’

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One of our strengths is having good people, but not all the same kind of people.

Photographer: Clare Wardle, Coca-Cola Juan Trujillo

COCA-COLA EUROPEAN and a great business, and one that a new common framework for risk PARTNERS is on the agenda for growth but at and compliance, using risk reporting General counsel: the same time driving a massive to look at how the business can “transformation programme.’ improve its planning. There is also Clare Wardle Wardle believes it has been a increasing regulation around plastic Team size: 100 success. The in-house legal team and sugar across Europe, as well Major law firms used: has about 100 people covering as consolidating wholesalers and Ashurst, Lewis Silkin, RPC, legal, risk, compliance and security. retailers to deal with. Shoosmiths She has eight direct reports – six Technology has played a crucial are effectively general managers role. One internal project is looking In mid-2016, Coca-Cola European for legal in countries, along with at improving the use of technology Partners was established operations head, ‘right-hand man’ so legal can focus on bigger issues following the combination of and chief compliance officer Frank rather than small contracts, which Coca-Cola Enterprises, Coca- Govaerts, and vice president of has resulted in standard contracts Cola Iberian Partners, and Coca- corporate and deputy company being made available to the sales Cola Erfrischungsgetränke. The secretary Paul van Reesch. She team to get signed on iPads. These merger created the world’s largest says one of the team’s assets is also allow for amendments in independent Coca-Cola bottler diversity, with 63% of the total real time, whereas previously it based on net sales, worth €11.1bn legal workforce women, as well as was all done using the traditional, and serving more than 300 million a female majority in the leadership time-consuming paper format. people in Europe. team, which has seven different Furthermore, data and case- The merger also brought in nationalities represented. ‘One of management systems are being Clare Wardle as GC and company our real strengths is having good overhauled, while Wardle also sees secretary from British retailer people, but they’re not all the same value in technology for compliance Kingfisher. One of her first tasks was kind of good people – we have a training. ‘These days, if you’re going to bring the three different entities, real diversity of skillsets.’ to have a paper policy, then it’s departments and approaches to risk Otherwise, the biggest project not worth the paper it’s written on and compliance into one unit – ‘a legal has been involved with is because nobody’s going to read it. huge amount of work’. She adds: setting up the new entity’s structures Ours is all available electronically in a ‘It was very exciting to look at a from scratch, in which the corporate form that people are going to access challenge like this with a great brand team played a big role. It established and read.’

68 GC POWERLIST 2018 UK RETAIL AND CONSUMER PRODUCTS

DIAGEO General counsel: Siobhan Moriarty Team size: 300 Major law firms used: Slaughter and May, Pin- sent Masons, Addleshaw Goddard

The in-house legal team at drinks multinational Diageo has a sprawling global mandate: the company’s 140 lawyers cover the 180 countries it does business in, all from 40 countries where it has lawyers based. Add to that a team that has become smaller over the years in a drive for efficiency, and a busy acquisition trail, and its little wonder the in-house team draws praise from its peers, with one GC noting: ‘Diageo has continued to do a fantastic job in working out how that team operates and making sure they are doing interesting things.’ Diageo GC Siobhan Moriarty puts the team’s strength down Siobhan Moriarty, Diageo to its close alignment with the business and strategic agenda, ‘providing creative and pragmatic support through is responsible for 35% of the zero risk and what to do when high-level legal risk management company’s £12bn-plus net sales. issues present as more of a grey and execution’. There have Pinsent Masons partner Craig area. ‘Our aim is to blend world- been marquee transactions, Connal QC says Diageo’s team class legal risk management too, such as the billion-dollar is marked out by its ‘ability to with brilliant in-market acquisition of the Casamigos cope across a rapidly changing execution. Being great business tequila brand in 2017, made legal and practical environment, partners is the biggest growth famous by celebrity founder covering a bewildering range areas for lawyers; it’s good to George Clooney. There were also of issues’. He adds: ‘It’s not an be able to spot the issues, but some legacy issues around its organisation you see falling on its you’ve also got to bring viable 2013/14 £1.8bn investment in nose every ten minutes; you’ve solutions as well.’ listed Indian company United got to have some good lawyers Spirits, resulting in a lawsuit in the background.’ He cites against that company’s founder. Randall Ingber, GC for global Our aim is to A legal team of about 30 is functions, litigation and Africa, as currently in India. Moriarty notes: being particularly strong. blend world- ‘That’s been a very interesting Moriarty says the role of her and sometimes challenging department has changed from journey.’ The Indian subsidiary’s focusing on technical legal class risk GC, Mamta Sundara, draws praise skills to developing leaders for the progress she has made who can support the business. management during this time. Another to gain There is also a balance to be a mention is North America GC found between assessing risk with brilliant Tara Hunt, who heads the legal and carrying on with business, team for the business unit which working out where there is execution. “69 sponsored by

Alice Marsden, Thomas Cook

THOMAS COOK Schober, oversaw a major Despite the significance of General counsel: transaction in 2017, as the these two mandates, arguably Alice Marsden company sold Thomas Cook Thomas Cook’s standout performer Airlines Belgium to two companies: in 2017 was newly-appointed UK Team size: 52 Airlines and VLM Airlines. head of legal Stuart MacGregor, Major law firms used: The deal saw 160 pilots and cabin who added around 20 people to Latham & Watkins, Allen & crew, flight slots and two aircraft his team and dealt with a wave Overy, transfer to Brussels Airlines, with of bogus holiday-sickness claims. the remaining three aircraft being This came to a head last October, It was a year of significant used elsewhere within the Thomas with MacGregor involved in a case development for Thomas Cook, Cook business. that saw two Britons sent to prison with GC Alice Marsden expanding Marsden also highlights group for making false insurance claims the size of her legal team from 45 head of compliance James Kelly, against Thomas Cook. Marsden to 52 during 2017. who worked on the strategic says: ‘He’s been so inundated with Her group legal team in London alliance Thomas Cook announced them that he said to me “I feel like is split across practice areas, a with fellow travel company I haven’t achieved anything you system Marsden describes as ‘like a Expedia in September. The wanted me to in my first year”. law firm’. Elsewhere, the legal team agreement saw Expedia become When it was really hitting its peak is split by geography and business Thomas Cook’s preferred provider it was unbelievable. We used to function. Thomas Cook’s heads of of hotels for complementary, receive a small number of claims legal sit beneath Marsden and cover city and domestic holidays. For a month, but at that time we were continental Europe, the Nordics and customers, it means an additional receiving claims in the thousands.’ the UK, and the areas of corporate 60,000 hotels on offer. The A new document management finance, group airlines, Thomas partnership also allows Thomas system and contract automation Cook Money, and hotels and resorts. Cook to advertise its core package software are on Marsden’s wish Recently-promoted head holidays via Expedia’s website, list. She declares: ‘This year we are of legal for group airlines, Silke expanding its distribution. going to focus on tech.’

70 GC POWERLIST 2018 UK RETAIL AND CONSUMER PRODUCTS

We are willing as a legal team to take on issues others may see as a stretch too far.

Martin Bowen, Dyson

DYSON team to take on issues others may Having lost the case in the General counsel: see as a stretch too far. Our lawyers first stage before the European Martin Bowen have to understand that when they General Court, which ruled that engage any client base, especially the Commission’s work was within Team size: 168 (125 lawyers) an engineering client base, their role the ambit of the original directive, Major law firms used: Baker is to help produce a product that is Dyson appealed to the European McKenzie, Gowling WLG, both different and better. Having Court of Justice, which subsequently Osborne Clarke, Kirkland & lawyers who can contribute to that ruled in its favour, giving it an Ellis, Kim & Chang mission is part of our success.’ opportunity to put the case for “ But it was the legal team’s work revised regulations at a hearing in In late 2017, Sir James Dyson on one of Dyson’s more established March this year. announced his company would product lines that caught the eye. Paul Rawlinson, global chair invest around £2.5bn to bring an When the EU proposed legislation of Baker McKenzie, comments: electric car to market by 2020. Big on testing and labelling vacuum ‘Bowen expects his legal team numbers, but then Dyson spends cleaners’ energy performance, to embrace the pioneering, several million pounds each week Dyson’s lawyers – led by GC of innovation-driven Dyson approach on its R&D strategy. Europe, the Middle East and Africa to legal issues and this was clear With 400 engineers currently Gwen Mahé – spotted a problem when representing Dyson in the EU working on the project and a in their proposed methodology. Court of Justice litigation.’ new purpose-built facility being Lobbying from other manufacturers ‘Blending different skills together constructed just down the road had led the regulators to test – not always purely legal skills – is from Dyson’s headquarters in models when empty. As a result, essential for rapidly growing or Wiltshire, the Dyson car is far from a Dyson’s technology – designed to innovative businesses like Dyson,’ pipe dream. For the legal team, says maintain energy performance as concludes Bowen. ‘We need to GC Martin Bowen, finding ways to the vacuum cleaner collects dirt – make sure all departments, from make it a Dyson car is essential. would not receive a fair rating. marketing to engineering, are ‘Our designers and engineers ‘People don’t tend to challenge talking the same language. Lawyers excel at producing market-leading the EU Commission on regulation are there to make sure nothing gets products, we have the task of very often,’ comments Bowen, ‘but lost in translation and to do that blending that into a much more we felt very strongly about pursuing they have to be embedded in the strictly-regulated regime of law a seemingly abstruse technical business. When we look to recruit, and standards. This sounds like the argument. Fortunately, Sir James was we look for good legal skills and risk boring side of it, but we actually very much behind us and we had his awareness, but we also want people find it very exciting. The culture full support. We are lucky that Dyson who are desperate to get out there of innovation that surrounds us as an organisation likes to challenge and sit with the business to help means we are willing as a legal and is not afraid of losing.’ make it work.’

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© photobyphm / Shutterstock.com

MARKS AND SPENCER legal Carolyn Lock, who overhaul of its real estate General counsel: ensured the work was portfolio, in response to Verity Chase accounted for as ex-KWM market conditions. In April partners sought refuge at 2017, it announced 36 new Team size: 20 rival firms Addleshaw stores. But in January 2018, a Major law firms used: Goddard and Osborne further plan was announced Slaughter and May, Os- Clarke (OC). to close six stores by the borne Clarke, DWF OC partner Dolf Darnton, end of April, with M&S who has worked with M&S choosing to shift its focus Eminent retail brand Marks in the past, says: ‘It was a to online sales. and Spencer (M&S) received huge hassle, but they did Property lawyers Amy multiple nominations this pretty damn well to come Sanders, Helen Wright and year after rising above some up with a solution.’ Darnton Nick Tassoni were picked out challenging scenarios, not specifically highlighted for their continued work on least relating to the largest- Lock’s ability to manage managing the portfolio. ever legal collapse in the the situation effectively Outside of real estate, M&S’s UK market. as an indication of her in-house team has been M&S had been a long- strong performance. busy with regulatory and established client of the GC Verity Chase is a compliance, commercial European business of King popular figure in in-house litigation and employment & Wood Mallesons (KWM) circles. Darnton says she work over the year. Patricia before its collapse in January has ‘stepped up’ to her role Howell, the head of 2017. In the months leading after taking over from employment law, is well up to the downfall, M&S longstanding legal chief regarded externally. had placed a lot of property Robert Ivens, who retired Darnton concludes: work with KWM, meaning in August 2016. Ivens first ‘They are a very cohesive there was a scramble to joined M&S in 1985, before group of very able people spread the work around becoming head of legal who balance well the needs when the firm went under. in 1989. of the business and organise That task fell to M&S Last year also saw M&S their external law firms very veteran head of property engage in a thorough efficiently.’

72 GC POWERLIST 2018 UK RETAIL AND CONSUMER PRODUCTS

CANON EUROPE considerable degree of freedom General counsel: in setting its own policies and David Bateson processes. As a result, legal has been able to develop and Rob Green has Team size: 30 introduce a new engagement Major law firms used: model across the company. the necessary Freshfields Bruckhaus ‘The foundation of this model Deringer, Bristows is using technology to allow the routine parts of our work detachment The Europe, Middle East and to be completed by end users,’ Africa headquarters of global comments Green. ‘We wanted to and a good imaging technologies and go beyond a passive self-service services business Canon covers model that relies on a template understanding operations in over 100 countries located in the Cloud, but the cost across the region. Led from the of the technology on the market of business UK by senior vice president for seemed prohibitive.’ legal, intellectual property and Green’s response was to to help drive sustainability, David Bateson, create his own self-service a team of 30 lawyers located portal, drawing on the team’s in a number of regional offices experiences to create a list of projects supports a broad range of Q&A material that would allow markets. Over the last year, it has a wide range of users to locate forward. been instrumental in helping information quickly. the organisation expand further The team has also developed by setting up new operations in its own company-wide training Qatar and . programme to help lawyers The team covers a similarly work more closely with various broad range of product lines, business units. Modules cover a ranging from outsourcing and variety of non-legal topics, from consulting services business learning to identify opportunities Océ to a medical systems to thinking about things from division, acquired from Toshiba a client’s perspective. The in 2016. These businesses, programme also asks lawyers “ which involve the collection to take control of a virtual of large amounts of personal business over a two-day period data, mean preparing for the so they can better see how new GDPR regime has taken on different aspects of a company’s an added importance. Leading operations are interrelated. ‘The the business through this work whole programme is designed to is Rob Green, formerly legal get support functions thinking director for emerging markets. about the commercial units As of this year, Green has taken they are supporting,’ comments on a new role as legal director Green. The programme has and data privacy director. since been taken on by the Jennifer Rickard, who recently business and extended across retired from her position as head other support functions, from of property litigation at Nabarro, HR to finance. says Green is a standout figure Green, who trained in-house, within the Canon Europe team says the programme has been who ‘displays that good balance particularly useful to those between understanding the moving across from private nuances of the issues and not practice. ‘There are a lot of things micro-managing his team. He has you don’t know when you move the necessary detachment and a in-house. Often, when someone good understanding of business is deemed to be failing in a role, to help drive projects forward’. it is because they are not aware Although run as a direct of the tacit expectations about subsidiary, Canon Europe has a what that role entails.’

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company, from Finish detergent to Durex. He says: ‘One of the distinctive things about RB is that it prides itself on being extremely lean and the legal team punches above its weight in terms of its size. There’s tremendous energy, commitment and passion about the company and its brands.’ Considering the $17.9bn transaction RB undertook in February 2017, it is clear the team is capable of handling marquee transactions. The deal, which was the company’s biggest-ever acquisition, saw RB purchase baby formula manufacturer Mead Johnson to secure its position in the consumer health bracket. According to Bondy, the deal represented a ‘very significant effort’ by the legal team, as it resulted in RB reorganising its whole business into two new divisions: health and hygiene, and home. He says: ‘Infant formula is a particularly sensitive category. We are dealing with very young babies who are completely dependent in some cases on us for 100% of their nutrition.’ North American GC for health, Geoffroy Ribadeau Dumas, had a strong involvement in both the Mead Johnson acquisition and the Rupert Bondy, Reckitt Benckiser subsequent integration. Richard Walker, now RB’s head of legal for hygiene and home, oversaw a substantial disposal of RECKITT BENCKISER through some particularly the company’s food business in General counsel: challenging times, including July 2017. To raise funds for the Rupert Bondy settling the Deepwater Horizon Mead Johnson buyout, RB sold government claim following off its food division to Baltimore- Team size: 225 the catastrophic 2010 oil spill based spice company McCormick Major law firms used: in the Gulf of Mexico. for $4.2bn. Davis Polk & Wardwell, As GC of consumer goods Unlike some of the other Linklaters multinational RB, Bondy teams highlighted in this year’s is overseeing some major GC Powerlist, RB chooses not to Rupert Bondy surprised many mandates that reinforce the operate with a director of legal when he left BP for Reckitt company’s position in the operations. Bondy states: ‘We Benckiser (RB) at the end of FTSE 100. don’t have the capacity to justify 2016. A veteran of 26 years at Bondy contends that the in- having one, despite people the oil major, and one of the house team at RB is passionate arguing that it justifies itself with most high-profile GCs in about the diverse range of the benefits it brings. We are very Europe, he had guided it brands that comprise the lean and mean.’

74 GC POWERLIST 2018 UK RETAIL AND CONSUMER PRODUCTS

ROYAL MAIL GROUP approach to tackling fraud and of Royal Mail’s culture. De Bie General counsel: debt. We have a finite amount concedes that people ‘like Maaike de Bie of resources and we look for the being told what to do’, but best bang for our buck.’ says it’s ‘definitely not my Team size: 50 Royal Mail is also well known leadership style’. Major law firms used: in the in-house community Greg Bott, director of Addleshaw Goddard, for its pioneering use of a Addleshaw Goddard’s Herbert Smith Freehills, legal operations director. Until consultancy arm, describes de Dentons December 2017, Sarah Barrett- Bie as ‘an excellent leader with Vane was in the role, but she a big impact’. He also singled Few in-house legal teams has since left to become a out the work of Barrett-Vane, received as many nominations consultant. Her overhaul of the labelling her a ‘legal ops pro as the Royal Mail Group this year, company’s billing system has who has done a lot of good work with GC Maaike de Bie regularly proved transformational. in a number of areas and who cited by both private practice De Bie says: ‘I used to go to the recognises the importance of firms and other in-house teams. financial officer of the company meaningful data to help in-house De Bie’s reputation partly to ask how things are going. teams make properly considered, comes from her effective The person might say “I am sure evidence based decisions’. guidance of the legal team you are doing great work”. After Uber Europe, Middle East and following Royal Mail’s 2015 initial e-billing, we were able to say “we Africa associate GC Matthew public offering. ‘We all had to did 800 transactions for you”. I Wilson adds: ‘The way in which learn a lot about the business. had all the data to demonstrate [de Bie’s] taken a very traditional Instead of telling the business all the legal work we had done. institution, transformed the legal what to do, it was empowering It really helps you transform function and played a significant it to make decisions by itself. We those conversations.’ role in transforming the business were spending a lot of money As part of de Bie’s broad in the face of much more agile, managing our external firms. transformation of the business, unencumbered competitors has Now we’re taking a proactive she has instigated a review been hugely impressive.’

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Dan Guildford, The Financial Times Photographer: Brendan Lea

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Seated: Dan Guildford; Standing (L-R): Alison Fortescue, Carolyn West, Zoë Aldam, George Montagu, Kelly McAuslan, Kendra James, Stephanie Hanson

THE FINANCIAL TIMES Nigel Hanson, the story raised legal and contractual framework General counsel: significant legal issues, including that supports our subscription Dan Guildford questions of defamation, privacy, models, and ensuring that our confidence and data protection, journalism avoids the twin risks of Team size: 20 advising on the enforceability of a excessive and insufficient caution.’ Major law firms used: non-disclosure agreement that the The team has also been Pinsent Masons, RPC, DLA undercover reporter was required involved in a number of important Piper, Bristows, Berwin to sign without being given ‘open justice’ challenges to Leighton Paisner, Clyde a chance to read its contents, facilitate press reporting of the the application of provisions of courts, including leading a group & Co, Morgan, Lewis & charities law, statutory reporting of five media organisations in Bockius, Davis Wright restrictions covering anonymity successfully challenging an Tremaine, Jenner & Block for victims of alleged sexual arrangement where the former offences, and ethical issues such head of the Financial Services In January, The Financial Times (FT) as the use of subterfuge and Authority would otherwise have broke the story of the Presidents undercover reporters. given evidence in private in the Club dinner. This went on to GC Dan Guildford says the Lloyds Bank shareholder litigation. dominate the UK news and gain process highlights how integral The legal team’s contribution global reach, becoming the most the FT’s legal team is to its editorial to the FT was highlighted by a read story ever on FT.com. The decision making. ‘It is important long list of nominations from exposé of a black-tie, men-only that we have lawyers who are private practice. Ian Gruselle of fundraising event jolted London’s genuinely passionate about Bristows says the team works in business and political circles, the FT product and believe in ‘an environment that is constantly becoming a focal point for public its principles. We all care about moving, with legal issues outrage over sexual harassment high-quality, impactful journalism developing 24 hours a day. The and the objectification of women. and are prepared to work hard to clarity of thought, and the ability For the FT’s legal team, ensure it gets delivered. The team is to understand how the legal issues particularly its editorial lawyer helping to create and maintain the impact on the business and its

78 GC POWERLIST 2018 UK TMT

Photographer: Brendan Lea

commercial objectives, make this an Nicole Livesey of Pinsent outstanding, and an outstandingly Masons comments: ‘The FT’s We have led, in-house team.’ business is fairly unusual and Aside from supporting the FT’s complex, operating in a fast- lawyers who journalism, the team has advised moving environment, which is on transactions including the facing ongoing digital disruption. are genuinely acquisition of Longitude Research, The team’s experience is broad and a provider of thought-leadership deep enough to cover all bases, and passionate research, the acquisition of Silicon the team is integral in identifying Valley technology company GIS new revenue streams and business about the FT Planning and the sale of the opportunities for the FT, particularly New York Institute of Finance, digital opportunities.’ comprising businesses in the US Following the Nikkei acquisition, and believe in and China. the team has also taken on its first Guildford and assistant GC Asia-based lawyers, hiring counsel in its principles. John Halton have helped to both Beijing and Hong Kong. Closer develop opportunities for growth to home, it has sought to manage following the FT’s acquisition by costs by introducing a Belfast-based Japan’s largest media company, nearshoring operation, comprising Nikkei. In 2017, the parties formed Cher Wright, Sinead Hanna, Conn two joint-venture businesses, Burns and Mark Agnew. Nikkei FT Learning and scoutAsia. Guildford concludes: ‘It is a Other projects with Nikkei include team full of outstanding lawyers the digital transformation of who work well together. They English-language publication are respected by and involved in Nikkei Asian Review and the the business, and are a hugely development of a new website for important aspect of the brand’s The Nikkei newspaper. enduring strength.’ “ 79 sponsored by

GVC HOLDINGS General counsel: Robert Hoskin Team size: Ten Major law firms used: Addleshaw Goddard, Bird & Bird

All bets have been off in the fast-changing and highly- regulated gaming and betting industry in recent years. It has seen everything from high-level consolidation between some of the industry’s biggest players, to the rise of online platforms and regulations struggling to keep pace. In the middle of all this, GVC Holdings has risen to FTSE 250 status through a series of acquisitions. A blockbuster £4bn takeover of Ladbrokes Coral Group has the company poised to take another step up the ladder. For head of legal, secretariat and compliance, Robert Hoskin, all this is being managed by a lean team of just four lawyers in each of Gibraltar and London. His key people are the heads of those two geographies, Ciara Lally and Tim Endersby. The team’s ambition, work ethic and adaptability are its key strengths during a time of substantial activity, says Hoskin. ‘It’s a young team, but there’s Robert Hoskin, GVC a lot of experience of online gaming, which is pretty key as it’s a challenging sector to navigate. The speed of the sector, the takeover of rival Ladbrokes. business going forward. I hope regulatory challenges and the A year earlier, it completed a we don’t lose decent people in laws, which haven’t always kept contested takeover of gambling this process.’ up with the internet and have company Bwin for £1.1bn and in Addleshaw Goddard partner struggled on occasion to deal 2013 pushed through a £485m Nick Pearey comments: ‘[Hoskin] with online gaming in particular, takeover of Sportingbet. is very experienced, very calm raise all sorts of issues.’ The current takeover will under pressure and has seen Another big project over the see Ladbrokes Coral GC Lindsay it all. The gambling sector is last few years has been creating Beardsell take control of the going through a period of rapid individual contracts for all the company’s legal team, with consolidation. There is a push third parties who provide GVC Hoskin’s focus shifting to his for scale and synergies against with games for its huge online other roles. He comments: ‘They a backdrop of ever-changing casino offering. For Hoskin, the have their own legal team set regulation around the world. team's M&A work ‘definitely up and it will be a case of their It is a dynamic and fast-paced stands out’. In late 2017, GVC GC deciding what structure environment to work in: GVC’s launched a proposed £3.9bn is needed for the combined legal team thrives on this.’

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Chris Fowler: We’ve become more aware of the need to manage legal on an end-to- end basis.

BT an alternative business structure year as well as manage an overall General counsel: licence, and for launching cost base. We can run that more Sabine Chalmers its successful legal process effectively from a single place, Team size: 515 outsourcing venture. In early 2017, held accountable for delivering an Major law firms used: Allen BT reached an agreement with overall EBITDA outcome.’ regulator to separate its BT continues to use alternative & Overy, Bird & Bird, CMS network division Openreach into a suppliers, such as Elevate, Axiom, Cameron McKenna Na- distinct business. It also completed Halebury, NewGalexy Services barro Olswang, Freshfields the acquisition of EE for £12.5bn in and Obelisk Support, and has Bruckhaus Deringer, Clifford early 2016, with consumer division launched a number of technology Chance, Linklaters GC Russell Johnstone earning praise “initiatives, such as legal project- for managing the newly-combined management software, document Everyone has a view on BT, teams, along with a 2017 deal with management and an internally- which veteran legal chief Chris Sky to sell channels on each other’s developed software tool for the Fowler believes has one of the platforms. Not to mention the wider business to seek automated most complicated stakeholder 18,500 claims the litigation team regulatory advice on complex environments he has ever worked in Sheffield has dealt with over the global transactions. A counsel in. ‘You’ve got shareholders, past year – earning revenue for BT management team tasked customers, suppliers, regulators, from third parties. with ensuring external matters governments and agencies around For the legal function it has are scoped and instructed on the world and they all have multiple been a significant year of change consistently has saved more demands and considerations: you internally. The company appointed than £1.3m. For example, sales could be dealing with government, former Anheuser-Busch InBev teams now use an automated but it’s also a significant customer, legal chief Sabine Chalmers its process to make a legally-vetted as well as a policymaker. It’s GC, effective April, following the offer on the spot. pretty complex.’ announcement that Dan Fitz – one On his COO role, which he Fowler, BT’s technology, service of the in-house legal market’s most picked up last July, Fowler says: and operations GC, who doubles as influential and admired GCs – was ‘We’ve got a disbursed cost base, so the in-house arm’s chief operating stepping down after seven years. a big part of the role is trying to get officer (COO), contends the high- Fitz will remain on BT’s executive your arms around that, establishing profile nature of this environment, committee as company secretary, a credible baseline and providing mixed with the vast array of issues while the broader legal, governance management information that it raises, is behind the strength of and compliance teams have been allows the leadership team to make the well-regarded legal function. brought under a common reporting more educated decisions and plan The team has a budget of about structure with a single budget. for the future. When you oversee £70m, of which about a third is ‘We’ve become more aware the entirety of the legal, governance spent externally. of the need to manage legal on and compliance function, apart It was already considered an end-to-end basis,’ says Fowler. from the group GC, the COO gets a trailblazer as one of the first ‘As a legal team we will deliver as much, if not more, insight into in-house legal teams to obtain a revenue stream of £14m this what’s happening across the team.’

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SKY General counsel: James Conyers Team size: 130 Major law firms used: Herbert Smith Freehills

The legal team at communications giant Sky, led in the UK and Ireland by GC Vicky Sandry, prides itself on keeping the majority of its work in-house. The rationale is that it allows the team maximum room for development, while also adding value. However, this approach is not always possible, especially when considering that 2017 was bookended by an £18.5bn takeover bid by 21st Century Fox and a £22.1bn approach from broadcasting giant Comcast. On both occasions, Sky needed to turn to external counsel, enlisting Herbert Smith Freehills head of corporate Stephen Wilkinson. Wilkinson comments: ‘The legal function has shown its ability to change with the demands of the business and the industry in a way that many others have not. There are a number of individuals there who are James Conyers, Sky leaders in their fields.’ Wilkinson highlighted Claire Canning, Sky’s director of legal for content and commercial, as one such lawyer. Likewise, Sky has recently established a have a vision to be the best in- Clare Mansell-Jones, senior new role of director of legal for house legal team in the country, legal counsel in business operations and innovation. Last and we continue to be forward- development, was described as October, former director of legal looking and review how we work ‘very thorough and astute’. for retail, customer operations, to achieve this.’ One of the key reasons intellectual property and data Sandry, and Sky as a whole, for the legal team’s ability to protection, Hayley Stallard, took have also been committed to adapt quickly comes through up the role. Since then, Stallard supporting the progression of Sky’s ‘development through has been building out her team women in their careers to ensure diversification’ initiative. In the and has created an ‘innovation they take up senior positions. past 18 months, roughly 25% of steering group’ – a cross- Sandry comments: ‘As a legal Sky’s lawyers have transitioned departmental group that aims team we are proud to have a roles internally. These new to share strategies of best strong gender balance with over roles allow lawyers to work in practice and innovation. 50% of leadership roles held different areas or specialisms, Sandry says: ‘As a team, we by women. We established the either via secondments or by continually innovate to make initiative to ensure there is a level permanently moving. sure we are working effectively, playing field for all women to Keeping up with its peers, strategically and sustainably. We reach their potential.’

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We offer a huge diversity of work in an entrepreneurial environment.

Ned Staple, ZPG Photographer: Brendan Lea

ZPG services, which introduces a trained Emily Inglis and former General counsel: Ned Staple completely different set of regulatory Freshfields Bruckhaus Deringer Team size: Five and compliance requirements for the associate Michael Haynes joined in team to deal with.’ 2015 and 2017 respectively. Outside Major law firms used: Fresh- partner Andrew the legal team, head of regulation fields Bruckhaus Deringer, Gillen represented ZPG on a number and compliance Richard Neudegg Travers Smith of deals and says its in-house legal merits a mention for his work on a “team is among the finest he has range of regulatory and policy issues Over the last three years, ZPG’s legal worked with. ‘For TMT lawyers the facing digital comparison tools. team has been at the centre of a ability to adapt is key,’ says Gillen. Although several of the transformation in the company’s ‘But the level of change they have companies within ZPG’s portfolio activities. Since it floated on the managed to deal with is highly are large enough to require a London Stock Exchange as Zoopla unusual. [Staple] has assembled a dedicated legal team of their own, in 2014, the company has increased team of exceptional, young lawyers Staple prefers the compact legal, its revenues three-fold and moved who have been critical to ZPG’s regulatory and compliance team beyond its property listing origins by acquisition-led growth – both in (eight members in total) to sit acquiring a number of businesses, terms of their first-rate transactional within the group central executive, including price comparison support and their post-deal working closely with senior website uSwitch, financial services integration and regulatory work.’ management across all brands. comparison website money.co.uk, The team is young: two of its ‘A lot of tech-enabled businesses property market research and members are still in their twenties anticipate growth by building spare data company Hometrack and and Staple, the most experienced capacity into their teams, but I’d be Netherlands-based data analytics lawyer at the company, would nervous about people becoming company Calcasa. In the last 12 qualify as a rising star were he not remote, or worse, disengaged. We months alone there have been five already GC. The team’s longest- have taken some very high-quality transactions, including complex serving member behind Staple is people out of private practice competition components. legal counsel and assistant company and their commitment levels ‘Our entire business has changed secretary Angela Chow, who joined are excellent. One of the main in a very short period,’ says ZPG GC in 2014 after completing her training opportunities we can offer them and company secretary Ned Staple. contract at Baker McKenzie. Amelia is a huge diversity of work in an ‘As a result, the type of work required Guilfoyle left PwC in 2017 to take entrepreneurial environment, as by the legal team has changed with up the role of assistant GC following well as independence in how they it. We now cover a much broader the departure of Katie Cosgrove structure their workload to try and range of sectors, including energy, (to become GC of online auto ensure that they can consistently communications and financial marketplace Carwow). South Africa- perform at their best.’

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TELEFÓNICA UK General counsel: Edward Smith Team size: 29 Major law firms used: Baker McKenzie, Sim- The high mons & Simmons, Ashurst, DAC Beachcroft, DLA proportion Piper, Freshfields Bruckhaus Deringer, Herbert Smith of women in Freehills, Pinsent Masons, Shoosmiths the team was

The 29-strong legal team at all achieved Telefónica UK has had a lot to contend with over the last 12 without positive months, encompassing all areas of the law but particularly commercial discrimination. and litigation. According to GC Edward Smith, these disputes are frequently significant because ‘our litigation is regulatory litigation and it tends not to settle’. His contentious team has been especially embattled in a dispute of major concern to the mobile sector: that between regulator Ofcom and rivals EE and Three. The dispute centred on Ofcom’s decision to set a cap of 37% on the amount of mobile spectrum any British company could own for its upcoming 5G auction. “ Three had argued for a lower 30% Edward Smith, Telefónica band to be applied, while EE wanted the cap to be removed entirely. Currently, BT-owned EE holds 42% of the UK mobile spectrum, with Three property head Melissa Hall have number of women in his legal team, owning 15%, Vodafone 29% and been instrumental in getting which he labels ‘extraordinary’. Out Telefónica 14%. vital additions to Telefónica’s two of 29 staff, 23 are female. ‘It was The High Court had rejected EE’s million sponsorship agreements. all achieved without any positive and Three’s appeals against Ofcom’s Smith is specifically upbeat about discrimination,’ Smith says. ‘We hire decision in December 2017, but a deal struck with Anschutz the best person for the job.’ Three will be continuing its fight Entertainment Group (AEG) – the Baker McKenzie partner Steve in the Court of Appeal in 2018. owners and operators of The O2 Holmes describes Telefónica’s team Smith, who wants the matter to be Arena in London – describing it as ‘fast-paced and innovative’, resolved quickly so that spectrum as ‘a genuine win/win’. Telefónica and singles out corporate and bidding can start, says: ‘My team entered into a new ten-year deal commercial legal director Kate has been working very closely with with AEG last year. Copping for praise: ‘What sets Kate Ofcom. We want to see that decision A further deal with events apart from her peers in the industry stand.’ He cites senior legal counsel organiser Live Nation UK was also is her passion for creating high- Sophie Service as a particularly of note, with Smith saying: ‘Both quality teams, delivering targeted strong performer in this area. deals are the backbone to our advice to the business and never In terms of non-contentious ability to provide priority tickets shying away from challenge. Her work, legal counsel Harry Robinson, to customers.’ knowledge of the UK telecoms and marketing and intellectual Smith is particularly proud of the market is second-to-none.’

84 GC POWERLIST 2018 UK TMT

The lawyers are asked to figure out what we need as a business.

Carolyn Jameson, Skyscanner Photographer: Jo Hanley

SKYSCANNER formerly GC of Edinburgh-based with Skyscanner a year ago. ‘The General counsel: cyber security start-up Payfont, business loves [McIntyre],’ adds Carolyn Jameson who joined the team in mid-2017. Jameson. ‘He brings youth and Intellectual property expertise enthusiasm to the projects he Team size: Eight is provided by Anoop Joshi, works on and is always asking how Major law firms used: Bird Andrew Farquhar and Singapore-“things can be done differently. & Bird, CMS Cameron McK- based Robert Irvine, who is It has been a very good advert enna Nabarro Olswang jointly responsible, along with for training lawyers in-house.’ Dabo Zhang, for covering the The team has since taken on its Travel metasearch engine company’s operations in China. The second trainee, Flaviana Preston, Skyscanner’s credentials as one Skyscanner team helps support whom Jameson describes as ‘a very of the UK’s most successful tech parent-company Ctrip on matters bright, high-quality candidate, start-ups were underscored in outside China and will shortly who is already developing into an November 2016 when it was recruit an Edinburgh-based lawyer excellent in-house lawyer’. acquired by Chinese online dedicated to this role. While each member of the team travel company Ctrip for £1.4bn. Jameson has also looked to brings a specific technical skill However, the company continues bring less traditional skills into to the business, all are expected to operate autonomously and is the team. Joshi, who joined the to inform Skyscanner’s wider still very much a part of Scotland’s team last year from Brodies, commercial strategy. ‘This is not a vibrant tech scene. had previously worked as a back-seat support function’, says Under the guidance of chief software developer at CodeBase, Jameson. ‘A lot of the work we legal officer Carolyn Jameson, the UK’s largest technology do, especially on the M&A side the company has also become incubator, and as head of product of things, is helping the business something of a testing ground and partnerships at cashflow find opportunities and identify for new ways of handling legal forecasting app Float. ‘Finding a targets. The lawyers are often asked work. Almost all matters are lawyer with that background is a to help figure out what we need dealt with internally by a team godsend,’ says Jameson. ‘Matching as a business and how various of eight lawyers. those skills with commercial nous acquisitions might take us toward Corporate and M&A work is really sets [Joshi] apart.’ that goal. It’s an unusual structure, largely handled by Graeme Barron, Further coding experience but the business is aware that we director of legal and corporate comes from Craig McIntyre, who have some outstanding talents in development, and Martin Nolan, completed his this team.’

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UBER General counsel: Matthew Wilson, Everyone Tony West (in US) Team size: 40 in the team Major law firms used: Ho- is handling gan Lovells, Herbert Smith Freehills, Freshfields Bruck- something haus Deringer One day it is a ride-hailing service, material. the next a food delivery company. Soon it could be dealing with flying cars. When you work for the in- house legal team at Uber, anything can come through the door. This is why the company’s associate GC for Europe, the Middle East and Africa (EMEA), Matthew Wilson, cites the attitude and ability of every one Photographer: of his 40-lawyer team, covering 45 Matthew Wilson, Uber Juan Trujillo countries in the region, to roll their sleeves up as the legal function’s key asset. He also lauds litigation wins I've been in, but here it’s across ‘While Uber has revolutionised in South Africa and France over the team every single day. That’s the way people move in cities the classification of drivers. In challenging, but it’s also hugely around the world, it’s equally true France, a change to licence types exciting and very energising.’ that we made mistakes along the also affected tens of thousands “The team has introduced way. The work our team does is of drivers, but Wilson says the technological initiatives, such helping to continue to change company managed that transition as self-service contracts that the the way we do business, putting in a successful and effective way: business teams can generate integrity at the core of every Western and Southern Europe contracts from, as well as the decision we make and working legal director Riccardo Falconi use of Google Docs, allowing for hard to earn the trust of the cities and employment legal director faster-paced document creation in which we operate,’ he summates. Jean-Baptiste Chavialle are noted and review, which most of Uber’s Uber has grown to revenues in for their work on the French issues, external counsel now use as well. excess of $7bn but has come in for and Robert Kayihura, Middle East Otherwise, Uber is headed for a a bumpy ride in various regions and Africa legal director, for the likely initial public offering. ‘If and as the service does not always fit South Africa win. Other stand- when it happens, that’s going with existing laws and regulations. out matters the team has been to be a lot of work for everyone The most high-profile example involved in include the launch of around the globe, especially the of this came when Transport for its food-delivery arm, Uber Eats, legal team.’ London said it would not renew in the summer of 2016, and Wilson and his team draw Uber’s private-hire operator working with teams in San plaudits for having an in-depth licence in September last year, Francisco to close the merger understanding of the broader citing public safety and security with the ride-hailing business business and looking at problems implications. Uber is appealing of Russia’s largest technology in different ways. Hogan Lovells the decision, in a case set for June, company, Yandex, effectively partner Charles Brasted comments: while another battle over the creating a $3bn joint venture. ‘The most notable feature of their employment classification of Uber Wilson comments: ‘Everyone in work is that there is no such thing drivers is headed for the Court of the team is handling something as business as usual. They have Appeal in October. Wilson points that’s either material or potentially to be on top of their game all the to both cases as highlight work, existential to a country or a region, time. The Uber business obviously led by UK legal director Helen which is really unique among legal has had a challenging time, but Hayes and supported by the entire teams. Some of the material issues this shows the value of a legal team team, including employment that we handle maybe happen that is trusted by the business and counsel Jonathan Ollivent. once or twice a year in other teams guides it through difficult times.’

86 GC POWERLIST 2018 UK TMT

“ Rosemary Martin, Vodafone

VODAFONE network operator Vodacom. his team of two are charged General counsel: Closer to home, significant with overseeing technological Rosemary Martin matters include managing a advancement at the company. Team size: 500 network-sharing transaction with Amy McConnell, another legal rival O2 – Project Beacon. operations professional at Major law firms used: Martin says: ‘We are sharing Vodafone, has gone about Slaughter and May, Lin- a network. From a technical and reforming the way data is klaters, Hogan Lovells, legal point of view, it’s difficult. recorded. Prior to the last two Norton Rose Fulbright, There are competition issues – years, little data was recorded Osborne Clarke, Squire you have got to make sure you internally. Since then, a range of don’t fall foul of the Competition metrics, such as the number of Patton Boggs, Wiggin and Markets Authority. That was active deals and the number of Led by one of the most respected probably one of the biggest disputes Vodafone is engaged in, GCs in the business, Rosemary transactions that the UK legal have been indexed, resulting in Martin, the Vodafone legal team did.’ budget savings of between 10% team received a huge number Vodafone is another and 15% a year. of nominations for the 2018 trailblazer of the legal operations Legal director Kerry Phillip GC Powerlist, with both private profession, with head of says of Martin: ‘She does a practice and corporate counsel legal operations Steven Jebb wonderful job for diversity and offering support. occupying the role full-time making law firms take note. Martin’s 500-strong legal since May 2017. He had She is a huge fan of tech and team sprawls the globe and she previously held a number of what it can do to improve the highlights the importance of different roles for Vodafone, life of an in-house lawyer. She’s her regional divisions. In South including head of legal for very bold in how we should Africa, Vodafone’s legal team technology and outsourcing, transform ourselves. She’s a great has been involved in a major and head of enterprise legal for representative on the board and corporate mandate, selling northern Europe. she’s very well accepted as the a 5.2% stake in local mobile Martin says that Jebb and GC sounding board.’

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ACCENTURE by outside advisers to the General counsel: industry are not ‘fit for purpose’ The Accenture Derek Simpson, in terms of giving clients access to new technologies. in-house team Chad Jerdee (in US) The legal team sees itself Team size: 67 (UK) ‘educating people’ on that is a global Major law firms used: front, Simpson says. Fieldfisher, Baker McKen- Accenture itself is also team full of zie, Allen & Overy looking to keep up with the times, developing a new people who The in-house legal function platform to give its lawyers at professional services giant clearer access to its database Accenture prides itself on of contracts. Simpson says the like to learn. embracing innovation and new system enables the team emulating the wider company’s to make sure the wider business global structure. Bucking the is making informed decisions. trend of many in-house legal Outside of contracting, departments, its structure is a star performer is Christina arranged mainly along specialist Demetriades, Accenture’s lines. The function is split deputy GC for sales and delivery. into three divisions: sales and After joining four years ago as delivery; CORE (compliance, an associate GC, Demetriades offerings, regulatory and has risen quickly through the entities); and litigation. The ranks to become deputy GC, exception is the contracting managing a client-facing team teams, who are divided of 1,500 people. geographically based on their Baker McKenzie TMT partner target market. Steve Holmes comments: Derek Simpson, UK and ‘Christina has immersed herself “ Ireland complex contracting in not only the legal team but lead, says: ‘There’s a group of also the business, where she people in the UK who support is a key contributor to the our UK and Ireland business, but company’s digital strategy. we’re very much part of a global Her passion for leveraging team. Our global functions innovation to deliver pragmatic, are led out of a number of business-focused solutions, not geographies and our London just advice, sets her apart from team is very much part of that her peers in her own industry matrix. It’s not unusual for and beyond.’ someone based in Singapore Simpson concludes: ‘The to run a global team.’ Accenture in-house team is a Aside from GDPR, a global team full of people who commonly-cited time-sink like to learn, and who will for many in-house lawyers, come up against a challenge Accenture’s team has been and run with it. We are always focused on bringing itself and willing to make changes. We its clients into what Simpson think in an innovative way calls ‘the new digital’. According and we are not afraid to try to Simpson, many major IT something new if it gets us contracts historically created the best result.’

88 GC POWERLIST 2018 UK GC POWERLIST SERIES

GC POWERLIST GC POWERLIST GC POWERLIST Germany Iberia Teams Chile

GC POWERLIST GC POWERLIST GC POWERLIST Middle East China and Hong Kong Turkey

GC POWERLIST GC POWERLIST GC POWERLIST “ Ireland Southeast Asia Teams US: Latin America Specialists

Other titles in Countries Mexico (Teams) the GC Powerlist Argentina Norway series: Australia/New Zealand Russia Australia/New Zealand (Teams) Russia (Teams) Brazil Switzerland Regions Canada Switzerland (Teams) Africa Chile Turkey Africa (Teams) China and Hong Kong Turkey (Teams) Asia Pacific Colombia United States Central America Colombia (Teams) United States (Latin America Central America (Teams) France Specialists) Central and Eastern Europe France (Teams) United States (Rising Stars) Iberia Germany United States (Teams) Iberia (Teams) India Latin America India (Teams) More titles coming soon... Middle East Ireland Argentina (Teams) Middle East (Teams) Ireland (Teams) Denmark Nordics Italy Greece and Cyprus Southeast Asia Italy (Teams) Peru Southeast Asia (Teams) Mexico Sweden

For more information on the GC Powerlist series, to nominate for one of our forthcoming publications, or to see a full list of our existing editions, please visit www.gcpowerlist.com

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INDEX

THE TEAM ELITE:

ENERGY National Grid 26-27 Network Rail 58 Royal Dutch Shell 28-29 Rolls-Royce 59 ENGIE UK 30 LendLease 60 SSE 31 British Airways 61 WeWork 62 FINANCIAL SERVICES Land Securities Group 63 HSBC 34 The Crown Estate 64 The Carlyle Group 35 Lloyds Banking Group 36-37 RETAIL AND CONSUMER PRODUCTS Worldpay 38 Unilever 66 The Royal Bank of Scotland 39 Associated British Foods 67 Bank of America Merrill Lynch 40 Coca-Cola European Partners 68 Barclays 41 Diageo 69 TransferWise 42 Thomas Cook 70 Dyson 71 INSURANCE Marks and Spencer 72 AIG Europe 44 Canon Europe 73 Aviva 45 Reckitt Benckiser 74 Prudential 46 Royal Mail Group 75 Legal & General Group 47 RSA 48 TMT The Financial Times 78-79 PHARMACEUTICALS AND HEALTHCARE GVC Holdings 80 Shire 50 BT 81 Bupa 51 Sky 82 GSK Consumer Healthcare 52 ZPG 83 Telefónica UK 84 REAL ESTATE, INFRASTRUCTURE AND TRANSPORT Skyscanner 85 Westfield Corporation 54 Uber 86 Balfour Beatty 55 Vodafone 87 BAE Systems 56-57 Accenture 88

RISING STARS:

Mark Oliver Deputy general counsel Heathrow Airport 18 Claire Singleton General counsel – corporate and Legal & General Capital Legal & General 18 Neil Laventure General counsel, legal head of global categories and R&D GSK Consumer Healthcare 18 Susannah Collier Associate general counsel – new energies Shell International 20 Ian Petts Deputy head of legal services Land Securities Group 20 Kendra James Senior legal counsel The Financial Times 21 Anoop Joshi Legal counsel Skyscanner 22 Angelique de Lafontaine Senior legal adviser Bupa 22 Victoria Halliday Head of labour law BAE Systems 24 Jonathan Keen Senior counsel Dialight 24

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