Invensys

In the year since Invensys was created from the merger between Siebe and BTR, the company’s legal structure has undergone many changes.

Siebe general counsel James Bays took over as head of the newly-merged legal operation and cut the 40-strong legal team to 32. He also installed a general counsel in each of the company’s divisions in the US.

“This was different from the way Siebe or BTR had done it, but I felt very strongly that having capable lawyers at the right hand of each chief executive was very important.”

The company is separated into four divisions, each based at a different US location – intelligent automation (Massachusetts), industrial drive systems (Wisconsin), power systems (North Carolina) and controls (Virginia).

Each general counsel is directly accountable to their divisional chief executive but also reports to Bays. They each have a group of between two and five lawyers. The company also has one lawyer posted in China, who reports directly to Bays.

Invensys keeps much of its legal work in-house. Intellectual property work is centralised at the Massachusetts office, where about eight lawyers carry out Invensys’ trademarks and patents work.

Almost all general commercial work is done in-house, as is dispute resolution work unless it goes to litigation.

The UK team is made up of Bays, company secretary John Clayton and three other lawyers. They have been working for the last year on the disposal of surplus parts of the company’s business as it repositions itself as a technology rather than old-style manufacturing operation.

The biggest of these was October’s $810m (£512.8m) sale of the paper products business to Apax partners, for which the company used US firm Fried Frank Harris Shriver & Jacobson.

For the sales of various parts of its automobile systems operations, including the $400m (£253.2m) disposal of its sealing systems business and the £151m sale of its fluid handling systems, the firm instructed the London office of US firm Jones Day Reavis & Pogue.

Bays instructs lawyers rather than firms and is compiling a database of lawyers that can be consulted by anyone in the company. Linklaters corporate partner Steven Turnbull and Frances Murphy at Slaughter and May are his favoured UK corporate advisers.

Izzet Sinan, competition partner at US firm Morgan Lewis & Bockius’ Brussels office, advises on competition work and Dr Gerhard Wegen of German firm Gleiss Lutz Hootz Hersch & Rechtsanwalte is the company’s main adviser in continental Europe.

“We need different skills for different matters. Certainly expertise, and an ability to take a commercial view and get the matter resolved or completed in an efficient way.”

Invensys has been hit by the fall in the value of traditional companies in the FTSE 100 index. “The main issue we have is having the market recognise us for what we are, which is a company driven in the technology realm rather than the traditional manufacturing realm,” says Bays.

Hence last Friday’s (17 March) move from the engineering sector of the FTSE to the electrical and electronics sector. Bays says: “Looking at the IP function, that has grown substantially over the last three or four years, and that is reflective of the changing character of the business.”

Bays has increased client education in the form of what he calls Edlas – easily digest-ible legal advice. Members of his team are set targets and awarded points for each legal seminar or paper they prepare for those on the business side, and presentations from outside advisers count towards these credits.

So far, only the Morgan Lewis Brussels team has done so, with a presentation on EU competition law. But Bays says other contributions are welcome.
James Bays
Senior vice-president, general counsel and chief legal officer
Invensys

Statistics
Organisation Invensys
Sector Electronics and electrical
FTSE 100 ranking 35
Market capitalisation £9.86bn
Employees 18,000 in the UK. 100,000-plus worldwide
Legal function 32 lawyers
Head of legal James Bays, senior vice-president, general counsel and chief legal officer
Reporting to Allen Yurko, chief executive
Main location for lawyers London
Main law firms Linklaters, Slaughter and May (corporate), McGuinness Finch (property), Fried Frank Harris Shriver & Jacobson (US), Morgan Lewis & Bockius (Brussels), Gleiss Lutz Hootz Hirsch & Rechtsanwalte (Europe)