The increasing influence of the in-house sector is reflected in the quality of the shortlist for this year’s gong at The Lawyer Awards. So could general counsel teach private practitioners a thing or two?
For years the in-house sector was mistakenly regarded as the poor relation of the legal profession. Not any more. As The Lawyer’s survey revealed earlier this year (2 April), the in-house market is hotter and more competitive than ever.
As this year’s seven shortlisted candidates for the In-House Lawyer of the Year category demonstrate, the breadth and scope of in-house roles is frankly staggering. But as the reputation of the in-house lawyer continues to grow, The Lawyer asks: what can private practice learn from the in-house market?
Keeping Clyde bonny
“In-house lawyers can help private practice be more commercial,” attests Shauna Powell, group legal director at East Kilbride-based Clyde Blowers Capital. “About 90 per cent of clients just want to hear what they can or can’t do. Private practice lawyers need to be more succinct and deliver more focused advice. Time is precious in-house and you need to get to the crux of the matter.”
Powell ought to know. Since she joined the group in 2006 M&A activity has ramped up significantly, with Powell overseeing two reverse takeovers and raising two funds, the most recent being a £420m industrial investment fund in January. As a result of this increased activity she has just taken on a new junior lawyer, bringing her compact team to a total of four lawyers.
Powell trained as a corporate lawyer at Maclay Murray & Spens. She admits that coping with the company’s development and expansion has taken her completely out of her comfort zone.
“Having moved from private practice to in-house and setting up a fund structure, I’ve had to learn about things that weren’t at all part of my background,” she admits. “It’s been a real learning curve and, set against the backdrop of possibly one of the most difficult times ever in the economy, our achievements in the past few years are testament to our legal function’s capabilities.”
Given her background, Powell has always looked at things from a commercial perspective.
“It’s really important to integrate the legal function into the commercial side of the business,” she stresses. “Rather than being the gatekeeper of things you can’t do, lawyers have got to be enablers, while always recognising the risks.”
If further proof were needed of Powell’s contribution to Clyde Blowers, in 2011 she was promoted to the partnership, becoming the company’s only female partner.
Over in the charity sector, Save the Children International (SCI) general counsel Elizabeth Stephen’s role could not be more different, but that does not stop her from thinking that non-governmental organisations (NGOs) can educate private practice.
“The general economic environment’s squeezing charities and NGOs, which creates a challenge for us; and it’s important now that charities are performing at the highest level – it’s critical for in-house lawyers in this sector to be commercially minded,” stresses Stephen.
Stephen fields a small team of seven lawyers and two assistants, but bearing in mind that their remit spans some 119 countries with 60 country offices across seven regions, it is inevitable that her team needs external advice from time to time. SCI regularly retains Baker & McKenzie and Freshfields Bruckhaus Deringer on a pro bono basis, but Stephen contends that law firms also benefit from this type of work.
“We’re extremely lucky to have pro bono relationships, but there’s also real value for law firms in working for NGOs,” she says. “I like to think of our relationship with external counsel as like a revolving door: we use them where it adds most value, working on issues fitted to their skills and suited to their areas of excellence.”
Put simply, private practice lawyers acting for SCI gain an insight into a whole other world.
“By working with an NGO you can get a perspective on how legal services are delivered and how decisions are made in a different type of organisation,” she says.
Pro bono relationships with law firms are fundamental to Stephen and her team’s work. This was never more apparent than when SCI embarked upon a major restructuring of its worldwide operations. And for Stephen, who was brought in to spearhead this in 2009, it has been a challenge far greater than your average corporate restructuring.
“The restructuring’s been the abiding theme of my work over the past three years and has had a ripple effect on so many other areas,” she reveals. “For example, we’re now working on drafting a document with our members to figure out a way of brokering a coherent and consistent working model for all our member organisations and country offices.”
Bakers, Freshfields and charity specialists Stone King have been acting as external counsel on the matter.
As the restructuring process begins to edge towards a close, the sheer size of Stephen’s task has become all too clear. But did she ever feel overwhelmed? Absolutely not, says Australian-born Stephen, who has lived and worked in Australia, Los Angeles and London.
“I’ve worked in a number of jurisdictions and across a number of areas, so my experience and background has been extremely helpful to this in-house role – you’re never too fazed by whatever falls onto your desk,” she laughs.
Spire Healthcare general counsel Dan Toner also knows a thing or two about coping under pressure. When the Poly Implant Prothese (PIP) breast implant scandal erupted earlier this year he and his seven-strong team were caught right in the eye of the storm.
Although cosmetics is a very small part of Spire’s business, as private healthcare providers up and down the country were deliberating over what action to take and being castigated for it in the press, Toner was in no doubt as to what he should do.
“The PIP scandal scared the living daylights out of thousands of women and our first priority was to look after our patients,” he says. “Even if there was no evidence to suggest they were dangerous, we knew we had to do the right thing from a legal point of view and from a patient point of view.”
As a result Spire opted to offer all its patients who had received the implants the opportunity to have a free consultation and MRI scan, as well as the option to have their implants removed and replaced free of charge, regardless of the outcome of the scan.
“When the French insurers walked away claiming they were victims of fraud, they left operators like us in the lurch,” comments Toner. “There were a number of legal issues, but it was ultimately about patient care – deciding a policy and deciding what was morally right to do.”
Having had stints as head of legal at Bupa Hospitals and at the commercial directorate of the Department of Health, Toner was used to keeping a cool head in the healthcare sector. He says the PIP scandal was also a prime example of when he knew Spire’s lawyers had to look beyond the letter of the law.
“In the PIP case we weren’t too legalistic as it was all about driving policy and putting patients first, but it was driven by us and our collaboration with clinicians, the Government and other groups,” he notes.
Toner and two other members of his team dedicated all their energies to the case, with DAC Beachcroft retained for claims advice and CMS Cameron McKenna handling debt recovery from Spire’s insurers.
For Toner, the most gratifying aspect of the case was the opportunity to make a difference to the business.
“We were shaping decisions about our business and how to handle claims, so I’d definitely say this was the most rewarding aspect of the whole case for me,” he adds.
While Toner has recently had to cope with all the potential insurance ramifications emanating from the PIP scandal, Rachel Small, group general counsel at Liverpool Victoria (LV=), deals with insurance matters on a day-to-day basis.
Since being appointed to the post in 2009 Small has overseen a veritable sea change, turning a group that in her words was “screaming out for legal services” into a fit-for-purpose legal function.
What is more, to bring some order to the chaos Small employed the organisational skills developed in her 15 years of working in private practice and set about slashing the company’s legal panel from 38 firms to six. In doing so she succeeded in driving down legal spend from millions to just £400,000 a year – no mean feat.
As Small reveals, keeping a clear and efficient head has been key to making her role and her legal team a success. “Time is money, and in private practise you’re driven by the clock, so you have to be efficient,” she states. “As a working mother you also have to be ruthlessly efficient with your time, so these skills are usefully translated to working in-house.”
Small’s former life as a commercial litigation lawyer has also stood her in good stead.
“You never choose whether you’re a claimant or a defendant, so it’s useful coming from a commercial litigation background,” she notes.
She also thinks in-house lawyers should be good communicators.
“As an in-house lawyer it’s vital to be a good communicator as you have to communicate with all sorts of people – the CEO, the actuary speaking in actuarial speak or the client on the end of the phone,” she says.
Small now leads a 12-strong team that includes three administrative staff, but she never set out to be an in-house lawyer.
“Twenty years ago I never contemplated going in-house, but once I moved in-house they didn’t ask me to build a legal function, I just got on with it,” she laughs.
As Small herself has realised, “women are being encouraged to step forward, but we’ve also got to step up ourselves – women don’t often say ’look at me’, but expect other people to say something and wait until they’ve got everything on the tick-list rather than just putting themselves forward”.
Another woman who has just got on with the job is Jayne Burrell, legal director at Iceland Foods. Having started as a commercial lawyer at Iceland in 2003, she has worked her way up the career ladder and was appointed legal director in 2011.
The same year she was appointed group company secretary at the tender age of 36, making her the youngest person to be both company secretary and head of legal at a UK top 10 retailer.
Throughout her tenure at the company her challenges have included managing the disposal of Iceland’s shares and the £1.5bn management buyout of the business, which completed in March. Even Burrell cannot quite believe how far she has come since she started at Iceland.
“I was only 36 when I was promoted, so there was a real sense of achievement,” she relates. “Yet as I was working my way into the new role and still trying to find my feet, I did the biggest deal that Iceland’s ever done.”
For Burrell one of the other biggest challenges of her role has been coping with increasing legal regulation.
“The Groceries Supply Code of Practice was introduced in 2010 and this has posed a real challenge, creating more red tape and with it more complexity of costs,” she notes.
As a result Burrell has implemented several internal processes, including a database to ensure compliance with the new regulations.
Although Burrell has 13 people in her team it is home to only two lawyers, including herself. She is a strong advocate of secondees and believes this is a key way of bridging the gap between her in-house team and the private practice firms it uses.
“We need to tell private practice lawyers what we need and this can help shape their approach – we can’t expect them to mindread,” she laughs. “Secondments can really help lawyers understand how a client operates and in turn be much more commercial. I don’t think you can understand a business unless you come and live it.”
Burrell has plans to expand her lawyer headcount in the near future and has recently agreed to start the team’s paralegals on training contracts at Iceland from next year.
“We’ve offered our paralegal a training contract and I’m hopeful she’ll also be able get an insight into private practice by doing a secondment at one of the firms with which we have strong relationships,” she notes.
The power of Wan
Another lawyer who has gone from strength to strength with an extremely lean in-house legal team is Lesley Wan, head of corporate real estate at Lloyds Banking Group. After a career spanning New Zealand and London, Auckland-born Wan joined Lloyds as the bank’s first in-house property counsel in 2006.
Having worked extensively both in private practice and in-house, Wan is convinced that there is a direct correlation between the two sides of the profession.
“In-house lawyers play a vital role in their organisations and can influence the direction of their business sectors,” she says.
Wan demonstrated this earlier this year when she pioneered a real estate investment facility agreement to create a framework of standardised documents that is endorsed by the Loan Market Association, as well as setting new standards of best practice for Lloyds and its external suppliers.
As Wan explains, the idea emerged in the wake of the financial crisis.
“With the financial crisis, I endeavoured to look at issues that had contributed to it and decided I could make a positive contribution by providing first-class documents that require minimal or no negotiation and are designed to be user-friendly, at no cost to my business,” Wan says. “Our corporate real estate business felt strongly about the need to bring to the market a standard form real estate investment facility agreement to counteract the issues that came to light in relation to documentation in the crisis.”
There was a number of factors that inspired and influenced the idea, she says.
“We wanted to create a fairer platform for borrowers and lenders as well as increase efficiency by reducing negotiation time and legal costs, with the ultimate aim of improving liquidity in the market,” she explains.
Wan and her team, which consists of just one other permanent lawyer, worked closely with a working party of banks and law firms to create the form. She views this initiative as a key example of how in-house lawyers can have an impact on private practice.
“In-house lawyers can influence market change by getting buy-in and support from external counsel to ensure that legal documentation reflects the reality of what’s happening in the commercial world, and that private practice responds quickly to the changing needs of businesses,” she notes candidly.
Wan has also been instrumental in establishing a real estate finance forum for in-house lawyers and has invested a considerable amount of her time in training initiatives, including educating trainees from Lloyds’ panel firms and running an annual summer placement programme for students interested in careers in the legal or banking sectors.
As she explains, Wan sees training as part and parcel of her role not only at Lloyds, but also as part of the wider community.
“I’m continually striving to train and develop my team and the business, but I’m also interested in using the skills and relationships I’ve developed over the years to work on new initiatives, such as the mentoring of women in the workplace,” Wan adds. “I’m looking to initiate projects to give back to the community.”
Although unavailable for interview at the time of writing, it is only appropriate that our final shortlisted in-houser, Friends of the Earth head of legal Gita Parihar, is included. And to be fair, she has a very good and very green excuse for her absence: she was away in Brazil attending the Rio+20 UN Conference on Sustainable Development.
Back in the UK earlier this year Parihar steered her team to victory in the widely publicised solar panels dispute. This saw the Supreme Court reject the UK Government’s appeal over an earlier ruling that it had acted unlawfully when it announced it was cutting solar panel incentives for homeowners and businesses. All the more impressive when you consider that Parihar’s team consists of herself and just one other lawyer.
“I was proud that the team was able to handle an unexpected, urgent and high-profile legal challenge to a consultation on solar feed-in tariffs at the same time as advising our international network during the Durban climate negotiations,” comments Parihar via email from sunny Rio de Janeiro. “It was wonderful to be able to hand over the solar challenge to my colleague Laura Gyte and get on the plane to Durban feeling that our tiny team had found a way to address the two most important environmental legal issues facing us at that time.”
Although the team is small, it has a wide remit, explains Parihar.
“Between the two of us we cover a wide range of legal issues ranging across domestic, EU and international law. We manage it by trying to anticipate the legal needs of our campaigns, ruthless prioritisation of the areas in which we’re most likely to be able to add value as lawyers and planning for times where our capacity is likely to be tight, while leaving some flexibility to juggle things if something unexpected turns up,” she says. “Having ongoing support from legal interns is also extremely helpful.”
She also regularly turns to external barristers for disputes. On the solar panel litigation she instructed Duncan Sinclair of 39 Essex Street for the entire dispute, Nigel Pleming QC of the same set for initial advice and the High Court hearing and Richard Drabble QC of Landmark Chambers for the High Court permission hearing, the Court of Appeal and the Supreme Court.
As she says, her former experiences as a public interest lawyer and a staff attorney at the Holocaust Claims Tribunal have given her a unique legal perspective
“Previously I worked as a public interest lawyer in private practice, where my clients were sometimes campaigners,” she says. “Now I work as an in-house lawyer for a campaigning organisation, where my role continues to involve bringing public interest legal cases.
“I think the key difference between the two is that, as a lawyer in private practice, I viewed campaigning situations through a purely legal lens, whereas now I view legal situations through a campaigning lens. This certainly helps to put the law in its place as a tool that can be extremely useful in specific situations, but not in every situation.”
Elizabeth Stephen, Save the Children International
2009-present: General counsel, Save the Children International
2001-07: Senior legal adviser, BBC
1997-98: Attorney, Ervin Cohen & Jessop (California)
1989-94: Associate, Linklaters
1987-89: Senior legal officer, Commonwealth DPP (Canberra)
1985-87: Associate to Chief Justice, High Court of Australia
1984-85: Trainee and solicitor, Mallesons (Australia)
1981-84: LLB and BA, University of Melbourne Save the Children International uses: Baker
& McKenzie, Freshfields Bruckhaus Deringer, Hunton & Williams, Stone King
Shauna Powell, Clyde Blowers Capital
2006-present: Group legal director, Clyde Blowers Capital (promoted to partner 2011)
1997-2006: Trainee and associate, Maclay Murray & Spens
1992-97 LLB (Hons) DiLp, Law, University of Glasgow
Clyde Blowers Capital uses: Blake Cassels & Graydon (Canada), Carreras Barsikian Robertson (France), Dibbs Abbot Stillman (Australia), Dundas & Wilson (UK), Froriep Renggli (Switzerland), Giainni Origoni Grippo & Partners (Italy), Jun He Law Offices (China), McGuireWoods (US), Raupach & Wollert-Elmendorff (Germany), Wildgen (Luxembourg)
Rachel Small, Liverpool Victoria
2007- present: Joined Liverpool Victoria (LV=) (appointed group general counsel in 2009)
2000-07: Partner, Lester Aldridge
1998-2000: Associate, Lester Aldridge
1993-98: Solicitor, Morgan Cole
1991-93: Trainee, Morgan Cole
1988-89: Corporate finance analyst, Citibank
1995-98: Law Society Finals (Hons), University of Manchester
1990-91: BSc (Hons) Management Sciences, University of the West of England
LV= uses: Bond Pearce, Clifford Chance, Eversheds, Hogan Lovells, Irwin Mitchell, Pinsent Masons, Scully Twiss
Gita Parihar, Friends of the Earth
2011- present: Head of legal, Friends of the Earth
2005-10: Lawyer, Friends of the Earth
2004-05: Solicitor, Public Interest Lawyers
2004: Staff attorney, Holocaust Claims Tribunal
1999-2002: Trainee, Bates Wells & Braithwaite
2002-03: Masters in International Environmental and Human Rights law
1997-98: LPC, College of Law, London
1993-96: LLB, University College London
Friends of the Earth uses: Bindmans, Harrison Grant, Leigh Day & Co, Richard Buxton
Dan Toner, Spire Healthcare
2007-present: General counsel and company secretary, Spire Healthcare
2006-07: Head of legal, Bupa Hospitals
2005-06: Head of legal, diagnostics procurement, commercial directorate, Department of Health
2001-05: Senior associate, Freshfields Bruckhaus Deringer
1997-2001: Legal adviser, Laporte
1996-97: Solicitor, Arnheim & Co (now PwC Legal)
1993-97: Trainee and solicitor, Gouldens (now Jones Day)
1993: Law Society Finals, De Montfort University
1992: CPE, University of Birmingham
1987-90: BA, Medieval and Modern History, University of Birmingham
Spire Healthcare uses: Bevan Brittan, CMS Cameron McKenna, DAC Beachcroft, Freshfields Bruckhaus Deringer, HerbertSmith, Lawford Davies Denoon, Travers Smith, Wragge & Co
Lesley Wan, Lloyds Banking Group
2006-present: Corporate real estate legal counsel, Lloyds Banking Group
2005-06: Senior solicitor, Bayerische Landesbank
2004-05 American Academy of Dramatic Arts, West Hollywood, Los Angeles
2000-04: Senior associate, Allen & Overy
1997-2000: Associate, Norton Rose
1994-97: Barrister and solicitor, Russell McVeagh, Auckland
1991-93: Bachelor of Laws, University of Auckland
1988-90: BA, Archaeology, University of Auckland
Lloyds uses: Ashurst, Berwin Leighton Paisner, CMS Cameron McKenna, DLA Piper, Farrer & Co, Linklaters
Jayne Burrell, Iceland Foods
2011-present: Company secretary and legal director, Iceland Foods
2005-11: Company solicitor, Iceland Foods
2003-05: Senior commercial lawyer, Iceland Foods
2001-03: Commercial solicitor, British Nuclear Fuels
1998-2001: Trainee (qualified as a solicitor in 2000), Eversheds
2001: Diploma, IP and Practice, Bristol University (attended during weekends while working full-time at Eversheds)
1996: LPC, College of Law, Chester
1993-96: LLB Hons, Lancaster University
Iceland uses: Anderson Strathern, DWF, Elliott Duffy Garrett, Hill Dickinson