Chris Ancliff: EMI Group
26 March 2007
EMI Group general counsel Chris Ancliff talks to David Middleton about fighting pirates and keeping pace in a rapidly evolving sector
There are not too many lawyers around who can say they had Joss Stone or Sir Paul McCartney pop into their office to say hello. But as general counsel of EMI Group, and an in-house lawyer in the music industry for some 14 years, Chris Ancliff is not fazed by the superstars of the pop and rock world anymore.
Ancliff has far bigger issues on his plate at present, such as contemplating a worldwide restructuring of the way EMI does business and fending off the latest takeover approach from rival suitor Warner Music. All this in his first three months following his succession to the general counsel role after Charles Ashcroft stood down at the end of last year.
Ashcroft has stayed on in the role of company secretary, allowing Ancliff to concentrate solely on the general counsel duties. “It’s been great having Charles around; he’s eased the transition and I’ve got that wealth of knowledge there to tap if need be,” says Ancliff.
It has been a period of rapid evolution and change for the music world. Digital technology, the internet, mobile phones and personal mp3 players have dragged the record labels into the 21st century.
“I don’t think there’s another industry that’s evolving as quickly as ours,” says Ancliff. “I’ve got two teenage children and they keep me young. You’ve got to keep up with the technology.”
The EU’s ruling against the Sony-BMG merger last year prompted both Warner Music and EMI to cool their heels after swapping a takeover bid and a counter-takeover bid during 2006. Warner revisited the issue, however, with a takeover offer made on 1 March, which was summarily rejected the following day by the EMI board.
EMI turned to Freshfields Bruckhaus Deringer during the latest approach, a firm that has long been the company’s chief corporate counsel. Jockeying for favour with EMI, however, is Mayer Brown Rowe & Maw. The two firms have historical relationships with EMI, and Ancliff - who only took the reins as general counsel in January this year - sees no need for change.
The company has also turned to Addleshaw Goddard for small and medium-sized M&A transactions, while Clifford Chance, Latham & Watkins and specialist media industry boutiques Michael Simkins and Russells have all been used.
While the roster of external firms is not likely to change much, Ancliff is going to review the work undertaken by his external advisers as part of a worldwide review of EMI’s operations.
While still in the early stages of launching the review, Ancliff explains: “It may lead to a reassessment of what work we send out and what we keep in-house. It’s all yet to be determined, but we need to see what makes sense for us to focus our efforts on and what’s cost-effective for us to outsource.”
While Ancliff has a small legal team with him in the central group function, with just one other lawyer, much larger teams exist in the regional business units, such as the UK, the US and the Asia-Pacific. Ancliff’s remit covers the corporate issues, but these lawyers are driving the cutting-edge digital technology for the record label.
“They’re at the coalface, drafting our agreements with artists, with third parties who use our music, and dealing with the day-to-day business affairs issues,” says Ancliff. These legal teams are not under Ancliff’s direct control, or as he puts it “they don’t need me looking directly over their shoulder”, but they do have dotted-line reporting responsibilities to him.
Piracy is a major concern for recording companies in the digital age and the labels are spending millions investing in ways to combat it. Technology such as embedding a unique watermark on each individual CD or a digital track allowing the company to trace illegal uploads of protected music have so far worked well.
“We’ve not made any prosecutions, but we have sent some very sternly worded letters,” Ancliff says. “It’s a myth the record labels are out to sue everyone who downloads a few music tracks illegally. We’re targeting the highvolume pirates, those who upload large quantities of our music or who run the websites that allow our music to be downloaded illegally.” In an industry where fortunes are won and lost on finding the next big thing, Ancliff is turning out to be a hit signing for EMI.
|General counsel:||Chris Ancliff|
|Reporting to:||CEO Eric Nicoli|
|Total number of employees:||6,300|
|Total legal capability:||Two in London, 70 worldwide|
|Main law firms:||Freshfields Bruckhaus Deringer, Mayer Brown Rowe & Maw|
|Chris Ancliff’s CV||Education:|
1984: University of Exeter LLB
1988: College Of Law, Guildford
1989 - trainee, Linklaters;
1991 - corporate associate, Linklaters;
1993 - in-house counsel, Polygram;
1998 - head of business affairs, international and Europe, EMI;
2002 - associate general counsel, EMI;
2007 - general