When Andrew Garner applied for the role of general counsel at Associated British Ports (ABP) from First Choice Holidays in May last year “the ports sector looked like a relatively quiet and stable part of the British economy”, he says.
But 11 months after joining, he admits: “It’s not been quiet since the first day. There are still boxes in my office that I haven’t had time to even open yet.”
In the biggest and most demanding challenge of his career, Garner was charged with managing rival multibillion-pound takeover offers from bidders Britannia Ports, a consortium led by Australia’s Macquarie Bank, and Admiral Acquisitions, a consortium led by Goldman Sachs.
ABP used Slaughter and May, which has advised the company since 1981, for its takeover, led by corporate partners Richard De Carle and Stephen Cooke.
After a tense three-month struggle, Admiral emerged as the victor, acquiring ABP for £2.8bn in June. The consortium comprised Canada’s Borealis Infrastructure (the investment vehicle of pension fund Omers) and GIC Special Investments (the private equity arm of the Government of Singapore Investment Corporation), plus Goldman Sachs and the Prudential Group’s Infracapital Partners. Admiral was advised by Freshfields Bruckhaus Deringer, led by partner David Higgins.
Already challenging enough, Garner’s work on the takeover was further complicated by the fact that ABP is a statutory company, meaning its powers and obligations are set by the Transport Act 1981. More complicated still, each of the company’s 21 ports is established under its own individual act of Parliament.
“Every port is different in terms of the legislation that applies to it,” Garner says. “And on top of that there was the holding company, Associated British Ports Holdings, to deal with.”
ABP uses Winkworth Sherwood as its Parliamentary agent and has a broad portfolio of firms for its varied and geographically widespread requirements. However, Garner says that his “key day-to-day law firm” is Hull-based Andrew M Jackson, which specialises in marine issues.
As well as helping with commercial contracts, the firm also handles ABP’s property work and looks into questions about relevant bylaws.
Looking to the future, Garner says he aims to build a “robust contracting culture” and “a business based on long-term contracts”.
He adds: “It’s critical that contracts work and that is part of the model that the consortium bought into.”
However, Garner stresses that the consortium is well aware that it is made up of investors rather than port operators, and says that his objective is to “make sure that the business continues to operate on the basis that it has for the past few years”.
As well as handling the takeover, Garner’s busy 11 months at ABP has also included the sale of its US car distribution and import business Amports to investment trust Lincolnshire Management in May for $107m (£57.25m).
As reported by The Lawyer (25 September), Garner has also hired its first lawyer since the takeover. Australian Julie Galligan, a four-year-PQE assistant, joined ABP from SJ Berwin‘s corporate team.
As well as the day-to-day legal issues, Garner says that a long-term goal is to get to grips with underlying legal issues at the company. He also plans to scrutinise a vast and largely untouched catalogue of papers. “There’s a huge room deep in the basement where my assistant and I go sometimes in a search for some fairly historical documents,” he says, adding: “But we always make sure to notify somebody before we enter just in case we’re never heard from again.”
Garner admits that prior to applying for the general counsel role at ABP he was “a bit sceptical about how interesting ports would be”. However, he applied following the job being recommended by Stephen Walsh, his predecessor at ABP, who he first met on a Linklaters secondment to British Airways.
“From a legal point of view this is the most diverse job I’ve ever had,” he says. “I deal with legislation that is 200 years old, marine issues, and then all the standard employment and commercial issues of any major corporation.
“Given that I’ve only been here 11 months, I’ve got a surprising amount to babble on about.”
Organisation: Associated British Ports
Average legal spend: £500,000-£1m
Legal capability: Two lawyers
General Counsel: Andrew Garner
Reports to: Chief executive Bo Lerenius
Firms used: Andrew M Jackson, ASB Law, Bond Pearce, CMS Cameron McKenna, Hill Taylor Dickinson, Macfarlanes, Simmons & Simmons, Slaughter and May, Taylor Wessing, Winkworth Sherwood, Wragge & Co.
1991 – trainee, Linklaters;
1993 – assistant, Linklaters;
1997 – solicitor, Unigate;
2001 – general counsel corporate, First Choice Holidays;
2005 – general counsel, Associated British Ports
Associated British Ports