No leaf unturned
6 August 2012 | By Ruth Green
Based in green-belt Richmond, Celerant legal chief Darryl Coulter has challenged the company’s culture to create a legal function capable of tackling international issues
Richmond, a largely sleepy town on the river in South West London, is perhaps not the most obvious location for a management consultancy that advises the likes of Nasa and the US Army. But since 1987 Celerant Consulting has been on the Richmond scene, with group legal manager Darryl Coulter stressing that, in what is its 25th year, the company’s scope and remit is truly global in reach.
Although originally from Northern Ireland, Coulter grew up in Richmond, and after spending three years travelling the globe as group legal manager at Oiltools International he returned from Aberdeen to the town in 2000. When he joined the company Coulter was the sole lawyer – and he has certainly had his work cut out for him ever since.
“When I joined Celerant in 2000 the company was using just one law firm, as this was viewed as the simplest method,” he recalls. “I made the decision and said then that within a year we’d have a legal panel – a concept that was completely alien to them – and that we’d bring as much work in-house as possible.”
With a view to revamping the whole way that Celerant approached selecting and utilising external legal counsel, Coulter pioneered a rigorous pitch process.
Through the hoops
“I wanted to make firms really sweat to get a place on the panel and we put Field Fisher Waterhouse [FFW] through the mill for close to a year before they were appointed,” he jokes. “We now have extremely close relationships with our external law firms and they’re fiercely loyal to us.
“As with any flight, there’s always turbulence along the way; but that never causes you to ditch them.”
Celerant’s panel consists of four main firms, with FFW providing specific advice on IP and data protection issues, Macfarlanes on corporate and company secretarial affairs, Reed Smith on all of the company’s transatlantic matters and Trowers & Hamlins on all Middle East-related issues. Coulter reviews the panel on an annual basis, but it is not fixed. He explains that, when he deems it necessary, he is not afraid to turn to other firms across the broad range of jurisdictions in which Celerant operates.
“I’ll always edit the panel as the year goes by and will bring in other firms when needed,” he reveals. “For example, I brought Latham & Watkins in mid-year to work on a particular multijurisdictional project.”
In the lead-up to a $77m (£48.93m) management buyout by Novell in 2006, which saw management purchase 51 per cent of the business, backed by Caledonia Investments holding the remaining 49 per cent, the company saw a flurry of activity, prompting Coulter to decide that it was high time to bolster Celerant’s in-house team.
“This was a real period of investment for the company and it provoked us to hire two Paris-based multilingual lawyers with multijurisdictional expertise who are now able to share the work and divide up both common law and civil law areas,” recounts Coulter.
This allowed Coulter to focus his efforts on the company’s transatlantic operations. He has been heavily involved in all of the legal aspects related to Celerant’s office launches in Abu Dhabi in 2009, Brazil in 2011 and most recently Oman in 2012, when the international consultancy became the first to gain a management consultancy licence to operate out of Oman.
Establishing a presence in Oman was certainly a challenge for Coulter, as he hopped on a plane to Oman capital Muscat to help get the ball rolling. In Oman the shareholding requirement for any company is that a local operator has to own at least 30 per cent of the business, so Coulter certainly had a challenge on his hands.
“We just had to get on the airplane and go,” he recalls. “Within the space of two weeks I attended 33 intense meetings and had to build up a relationship pyramid, which finally led to us being introduced to the people who bought the 30 per cent we needed to fulfil the requirements.”
Coulter worked alongside lawyers from Trowers to get the deal through. Other initiatives, such as Coulter’s decision to secure ISO270001 certification for Celerant’s information security management system via the British Standards Institution (BSI), have also been instrumental in keeping Celerant at the top of its game.
“I pleaded for the funding for ISO270001 certification and even got myself certified as a BSI internal auditor,” he says. “The plan worked extremely well; and the crystal ball was working that day, as almost all clients now require this certification or its equivalent as a prerequisite to bid for their consulting work.”
Today Celerant operates in more than 50 countries worldwide; and with other potential office openings in the pipeline, Coulter will clearly have plenty to keep him busy. Just as well, then, that when trying to balance all the different time zones, he always tries to make himself available, earning him the nickname ‘DST’ – Darryl Standard Time – among his colleagues.
Position: Group legal manager
Company: Celerant Consulting
Industry: Management consulting
Reporting to: Board (Chairman Alex Watson) and Company Secretary.
Company turnover: £100m
Annual legal spend: £500,000
Legal capability: Three
Main external law firms: Field Fisher Waterhouse, Macfarlanes, Reed Smith, Trowers & Hamlins
Keith Evans QC, vice-president, legal, Step Oiltools
There are many challenges to meet when a sole legal officer or small legal support group works remotely to service a global operation, although the advances made in communication technology over the past 20 years have certainly helped the growth of this kind of in-house legal operation. These issues are exacerbated to some extent when the client is a start-up entity or is establishing its in-house legal function from scratch after some time in business. I am currently in the process of moving from Canada to the UK for my third role for that kind of client.
Sourcing a strong and commercially orientated local counsel to assist on country-specific issues is an essential tool to use, as is locating resources that will keep you up to date on changes of law in relevant jurisdictions. However, establishing an effective working relationship with key management personnel in all locations, and being very familiar with the manner in which the client will conduct its business in each of those locations, are also extremely important.
There is often a conflict of approach under local law and practice when compared with what the international group is expecting, and this cannot be resolved simply by either forcing the business practice onto the local jurisdiction, or the local legal advisers requiring blind adherence to the ‘local’ way. In my experience both sides are enriched by flexibility in developing a new way forward, having due regard for the essential requirements of the business and the local law.
Michel Karam, legal and admin manager, Nama Development Enterprises
The challenges never stop for an in-house counsel. In-house counsel working in a local company in the United Arab Emirates [UAE] need to take account of the laws governing commercial companies, which stipulate that all foreign companies looking to set up a branch office must appoint a national agent, which can be an individual or a national company, and where all of its partners should be nationals.
The challenges presented by my work begin from the first day of legal negotiations of the agreement, where I have to explain to each foreign company about the UAE laws and that some of the provisions they have in their agreement, or that are included to the agreement I have sent them, contradict UAE laws.
These challenges are not too onerous compared with those faced when registering a branch office with local authorities. Issues with government departments are many, such as when selecting the activities of the foreign company’s UAE branch, since it is obvious that the name of any activity will not be the same all in every region: in such cases the officer in the government department will simply say we do not have that activity. To resolve that my team and I have to look for similar activities and advise on which would be most suitable.
I have to keep a close eye on any changes to laws and regulations since they can change quickly, as well as staying alert to every sub-process undertaken with the local authorities on behalf of the foreign company.