The deal makers
4 June 2001
Organisation: Rotch Property Group`Sector: Financial engineering`Employees: 350`Legal capability: One in-house lawyer`Group general counsel: Meena Heath`Reporting to: The board`Main law firms: Ashurst Morris Crisp (telecoms), Clifford Chance (securitisation & PFI), Julian Holy (property), Macfarlanes (property finance), Memery Crystal (litigation), Osborne Clarke (property finance), and Slaughter and May (recently appointed to the panel, but has not been used yet).`Having just completed its panel review, group general counsel Meena Heath says she chooses only the best external firms, with whom she builds the best relationships. Heath gets straight to the point when it comes to her criteria: "The relationship is everything. The most important aspect is commerciality, understanding the business and value for money. We don't have a problem paying the fees, as long as we get quality. Lawyers who have an understanding of the business are paramount."`Niche commercial property firm Julian Holy is one firm to profit from the company's annual legal spend of about £5m. Heath has built a long-standing relationship with the seven-partner London-based firm, and uses it for acquisitions.`"I rely fairly heavily on my advisers. The property work goes straight from the board to Julian, because it is mostly straightforward. It is only the more complicated things that I need to get involved with. That will be 90 per cent corporate, not the ordinary acquisitions," says Heath.``Organisation: Railtrack Group`Sector: Transport`Number of employees: 11,000`FTSE 100 ranking: 100`Market capitalisation: £3.1bn`Legal capability: 14 in-house lawyers`Legal adviser: Angela Parkinson`Reporting to: Head of legal, Simon Osborne`Main location for lawyers: London, plus two in Scotland`Main law firms: Addleshaw Booth & Co (property), Berwin Leighton (now Berwin Leighton Paisner), Cartwrights, Clifford Chance (property development), Greenwoods, Hay & Kilner, Kennedys, Kershaw Abbott, Linklaters & Alliance, MacRoberts (Scotland), Nabarro Nathanson, Rees & Freres (general property), Robinsons, Simmons & Simmons (main corporate, also property work), Thomas Eggar Church Adams and Vizards.`Railtrack recently announced losses of £534m, higher even than predicted. Legal adviser Angela Parkinson says: "Obviously [recent rail disasters] have created a lot of work, but not on the property side."`Before the announcement, Parkinson expressed her concerns. "It may split the running of the railway from the development side, for example. I don't expect that it will have much impact on the running of the legal property department. There will still be legal work needed."`Parkinson and the property team at Railtrack handled more than 13,000 transactions last year. The range of work is broad because of the spectrum of property managed: from railway arch lettings, to stations and depots, while the company's privatisation created a raft of new landlord and tenant relationships.`"The bigger jobs are where we do developments at stations: there is a big one ongoing at Norwich," says Parkinson. "That is a joint venture with Gazeley. The joint venture company will do the disposals for the different companies and there is a return for Railtrack on that. It can be quite complicated because of the interface with the station, which is let to the train operators. You have to bear in mind the regulator.`"We can never walk away from projects because, like Norwich, we can be right next to the railway and must always protect that. Railway operations must not be affected by whatever property development is going on. The degree of control we need can often surprise people; but we are trying to run a railway.`"We have applied for planning permission to build a tower at a regeneration site at Paddington. Everybody got their plans in early, before [London mayor] Ken Livingstone got his powers to veto them, so there are about four proposed towers at different sites in London and everybody is waiting to hear who gets to go first. That will be interesting. The key is satisfying what the train operators will want and also getting something the planners will be happy with. We are often in the middle, trying to find something that will keep everybody happy."``Organisation: Regus`Sector: Business services`Number of employees: About 3,500`FTSE 250 ranking: 37`Market capitalisation: £2.1bn`Legal capability: Three lawyers`Legal and commercial director: Tim Regan`Reporting to: Managing director, Rudy Lobo`Main firms: Andersen Legal, DJ Freeman (property in the UK), White & Case (US property), and recently-appointed US franchise specialist Jenkens & Gilchrist`Regus' statistics tell quite a success story. It dominates in serviced office accommodation, with 360 locations in 50 countries, offering flexible terms. Turnover has more than doubled to £421m for the year ending 31 September 2000, up from £201m in the previous year.`Legal and commercial director Tim Regan says: "It is a simple idea, but the time has come. People are realising that there is no need to own all their property.`"Legally, we have divided the world into two. It is useful for me because I have one lead partner in New York (Roger Noble) and one in London (Donald Shaw), so if there are any problems around the world, I can phone them and they deal with it. They are given a pretty free rein to go off and negotiate the leases. It is good for them and it means that my legal team here doesn't touch leases at all; which was always my aim."`DJ Freeman's Jonathan Lewis and CEO Mark Dixon have had a good working relationship since the outset. In December 1999, Regan put out a tender for all property work around the world. White & Case and Andersen Legal came back with the best deal in terms of support, cost and coverage.`Regan says: "You have to have the quality, but equally if it is going to cost an arm and a leg every time you do a lease Historically, we open 100 centres a year, so the cost needs to be right. The support is important because it makes sure that I am not wasting hours of my time."`Group legal adviser Alex Holland was previously a property lawyer with DJ Freeman, and now handles property, banking, employment and minor litigation.`Margaret Lawrence has recently been appointed senior counsel in the US. Her previous experience with Subway is expected to be useful as Regus moves into franchising.`Regan says: "There are a lot of places in the world where we would like to open Regus centres, but it would be difficult to open them as quickly as we want to. We must be careful about protecting the brand and the quality of the service, which is the key Regus differentiator. I have organised the legal documentation with Mark Abell at Field Fisher Waterhouse. It was time-consuming: starting from scratch. There is a £50,000 up-front franchise fee and then it is 6 per cent of gross revenue and 2 per cent to marketing."``Organisation: Lattice Group`Sector: Gas distribution`Employees: 15,579`FTSE 100 ranking: 57`Market capitalisation: £6.7bn`Legal capability: 33 qualified lawyers and one patent attorney`Group general counsel: Patrick Somers`Reporting to: Group chief executive officer Phil Nolan`Main location for lawyers: Solihull, West Midlands`Main law firms: Allen & Overy, Denton Wilde Sapte, Hammond Suddards Edge, Linklaters & Alliance, Pinsent Curtis Biddle, Osborne Clarke and Wragge & Co`Lattice Group was created in October 2000 when it was demerged from the British Gas Group to become a listed company in its own right. It owns a range of companies, including Transco, a familiar name to most, and seven other companies in telecoms, energy, support services and leasing. Lattice Property is based in Basingstoke, Hampshire, and is responsible for managing the property portfolio, including the reclamation and disposal of former gasworks sites.`One consequence of the demerger was the loss of the corporate legal team, with Lattice retaining only the Transco legal function. The first job for new legal head Patrick Somers was to recruit a team. He has arranged the team along practice lines: corporate, employment, commercial, business support and property. Each Lattice business then has its own dedicated lawyer, stretching the team further.`Even with an extensive team of 33, it is necessary to outsource, and Somers took a hard look at the external selection. "It was my view that it was not necessary to use magic circle firms for quite a lot of the work that was being outsourced," Somers told The Lawyer in April. He brought in other firms, giving them smaller pieces at first to judge their advice and cost.``Organisation: Britannia Hotels`Sector: Hotel and leisure`Employees: 3,000`Legal capability: One in-house lawyer`Group solicitor: Sue Ashton`Reporting to: Managing directors Michael Morton and Alex Langsan`Main law firms: Addleshaw Booth & Co, Eversheds and Pannone & Partners`Britannia's number of hotels is steadily on the rise, with new acquisitions every year. There are 19 now compared with six in 1993. It is no longer limiting itself to the UK, having recently announced plans to consider hotels in Europe. The company has also shifted its focus from a purely city centre operation with the purchase of a number of hotels on the South Coast.`"We are considering a number of hotels; we have looked at half a dozen, but haven't made up our minds yet," says group solicitor Sue Ashton. "They are all in the UK and we would like to acquire a hotel either in France or Austria, but we have not had a lot of success with that yet."`As the only in-house lawyer, Ashton has her work cut out, covering commercial law, licensing, litigation, property and employment, although she outsources some of the licensing matters and the major litigation work.`"We tend to outsource our licensing and a certain amount of litigation - the very big cases - but with property acquisition, I tend to do it all, because I need to know all the ins and outs. The first thing that you would do is check the title, do the searches, then you would look at the employees to see if there were any liabilities there. Then, you would look at the contracts that the existing hotel company has, to see what liabilities they have. You would be surprised what expensive contracts people enter into. Televisions spring to mind - companies enter into horrendous rental agreements. Then you would get on to the actual contract for sale itself."`Fees are top of her list when it comes to selecting the firms that she uses. "I don't want to pay a ridiculous rate for something that I can do myself," she says. "In private practice you are selling your time; it's making money by selling time."`The three principal firms that she uses are based on personal relationships. "We use Pannone & Partners because of people that I knew; Eversheds as we actually followed one solicitor there and Addleshaw Booth & Co - again because of someone that has moved from firm to firm.``Organisation: Canary Wharf Group`Sector: Property`Number of employees: 721`FTSE 100 Ranking: 77`Market capitalisation: £5.2bn`Group legal counsel: Michael Ashley-Brown (property) and Christopher Henderson (planning & general infrastructure work)`Reporting to: Managing director George Iacobescu`Legal capability: 12`Main law firms: Allen & Overy, Ashurst Morris Crisp, BD Laddy (personnel), Clifford Chance (main), Linklaters, Morgan Cole (retail).`Group legal counsel Michael Ashley-Brown boasts about how much work his team has handled: "In the past six months, the legal department here, with the help of outside lawyers, has processed in excess of 3 million sq ft worth of deals. That is quite extraordinary. It has never been done before to my knowledge."`Nigel Griffiths at Morgan Cole handles the retail work. He is ex-Linklaters and used to work at Canary Wharf until it went into administration, so he knows retail drafting backwards.`Ashley-Brown says: "I deal with the development and the leasing of the land. The last deal that I have done is the rack-rent leasing of more than 1 million sq ft to investment bankers Lehman Brothers. I think this is the single largest rack-rent deal done in England, if not, then it has never been done in the centre of London. The one thing that you can guarantee with investment bankers is that they are worried about two things: that, at some point, the market may turn down and therefore they want to be able to have the flexibility to not take all the space initially.`The second thing is that the market may turn up and then they will need extra space. So they try to sterilise some expansion space for themselves. That is typical of investment banking deals. It is more likely that Canary Wharf, with the size of its estate, can be tenant-friendly in giving them flexibility that other landlords won't be able to because they don't control the land around the parcel that is under discussion."`Canary Wharf comprises about 6 million sq ft of constructed, completed and occupied space and a further 7 million sq ft being built. All of that is within a ringed fence. It is much more difficult for property developers who work in the City to be able to put together these flexible packages. Ashley-Brown says: "What they can put on that land is the end of their story because they don't have the plot next door, the plot to the left and to the north and south. We do. It is so much easier for us to be able to respond to market requirements."``Organisation: Tishman Speyer Properties`Sector: Property`Employees: 165 in Europe, plus 55 worldwide`Legal capability: 13 in-house lawyers`European general counsel: Mark Kingston`Reporting to: General counsel Andrew Nathan, based in New York`Main law firms: Clifford Chance in the UK, Netherlands and Spain; Clifford Chance Pünder and White & Case Feddersen in Germany; Gide Loyrette Nouel in France`It was reported last week in French daily economics newspaper Les Echos that Tishman Speyer Properties (TSP) may soon take control of French property company Cogedim. According to the report, the three shareholders - TSP, private equity firm LBO France and Vittoria Assicurazioni of Italy - withdrew its sale after Crown Dilmun demanded a reduction in the price. It is understood that TSP is keen to strengthen its presence in France and is therefore likely to increase its stake in Cogedim.`European general counsel Mark Kingston was unable to comment on the reports but does say that multi-jurisdictional capability is important to TSP's external firms.`TSP has an annual legal spend of £2-3m a year but Kingston is the sole in-house legal representative in the UK. It has only three other lawyers in Europe, all in Germany. Their role is to undertake day-to-day work which would not be cost-efficient to send out. Cost-effectiveness is a prime consideration when choosing external firms and can often give the larger practices the edge. Kingston says: "I think that on the size of schemes that we do, it is not necessarily cost-effective to have two firms of lawyers working on one development. It is important that there is someone on the project externally who has a good overview of each part of the deal. If you have two firms of lawyers involved, that makes that process cumbersome."`In addition to cost-effectiveness and multi-jurisdictional capability, Kingston's principal requirements are for quality service and the ability to provide good advice in all areas.
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