United Biscuits head of corporate legal affairs: Baking waves
4 November 2013 | By Lucy Burton
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After safeguarding the Royal cakes and receiving death threats over the price of Space Raiders crisps, nothing much fazes United Biscuits’ Simon Rose anymore
Working in the biscuits business is not quite like Roald Dahl’s story of Charlie Bucket and the mysterious confectioner Willy Wonka. Far from chocolate rivers, lickable wallpaper and everlasting gobstoppers, United Biscuits’ (UB) head of corporate legal affairs Simon Rose has faced death threats over a bag of crisps and advised on a cake that needed its own body double.
It is no secret that sports deals pay handsomely. Gareth Bale’s record-busting transfer, clocking in at £85.3m, proved that this summer and handed an appetising mandate to high-profile Berwin Leighton Paisner sports litigator Graham Shear. Earlier this month Jones Day and Cleary Gottlieb also scored in the £300m sale of 70 per cent of Inter Milan.
“Some of our products have achieved almost cult status,” Rose admits. “When we had to increase the price of our Space Raiders crisps to 15p [from 10p] in 2008, an angry campaign began on Facebook which included death threats against myself and fellow directors. It demonstrated the darker side of social media in the most bizarre of contexts.”
Rose joined UB, home to McVitie’s and Penguin chocolate bars, from Burges Salmon in 2003. The business was one of his clients, and the move reunited Rose with former Freshfields Bruckhaus Deringer colleague Ian Haslegrave, now the general counsel of Electrocomponents. Did anything else attract him to the biscuit business?
“Because UB makes so many household names you don’t see people’s eyes glaze over when you talk about your work at dinner parties,” Rose laughs. “You get to see your products on the shelves and think – oh, that smallprint is down to me. Legal works with every department in the company, from the sugar supplies to Twitter campaigns.”
Big business, small team
But for a company that boasts products in 96 per cent of UK households, UB’s legal team is small. In the UK, Rose works with just one other qualified lawyer, group legal counsel Emma Dahl, as well as a paralegal, a trademark manager and a company secretary. There was also once a Spanish lawyer in Barcelona, but she moved to Kraft with the sale of UB’s Southern European business in 2006.
“We don’t have any in-house lawyers overseas, although I’m in the process of recruiting one for our Indian business,” Rose confirms. “As UB has learned to work leaner, the legal team has similarly adapted, with a net reduction of three lawyers since being taken into private equity ownership in 2000.”
So how does the team cope during large M&A transactions? To manage in periods of extreme activity Rose has a secondee arrangement with two panel firms – Freshfields Bruckhaus Deringer and Wragge & Co.
“I call it ‘flexi-heads’,” explains Rose. “By integrating [the secondees] into the business more deeply than we would normally do with outside counsel, they’re able to provide far more practical support and assistance, and are treated by the business as a new addition to the in-house team.”
Royal and trouble
It is not just huge M&A transactions that the legal team has to grapple with. There have been some rather unusual projects on Rose’s to-do list, including one that recently included a fruit cake for the Queen.
“The secrecy around William’s Royal Wedding cake and the Queen’s Diamond Jubilee cake [both of which UB made] was probably even greater than one would associate with M&A involving a listed company,” says Rose. “We had Kroll advise us on security for the development areas. Although we didn’t end up taking the option of the retina scan they proposed, it was imperative that information, and especially photographs, did not get into the press before the big day.
“This took a lot of careful planning and many meetings with the Royal household, who were very sensitive about confidentiality. The duplicate cakes were a safety precaution, and they never travelled together, just in case the unthinkable happened.”
Thankfully, nobody put their foot in it, so the back-up Jubilee cake now sits in a glass cabinet in the reception area of UB’s Hayes head office. It includes 50kg of dried fruit soaked in three litres of whisky and brandy, with five tiers representing different aspects of the Queen’s life.
Could the cake be sliced and shared out at a future panel review? Wishful thinking, hungry reader. Rose has no plans to review UB’s legal advisers, despite the last review taking place six years ago.
“Until that point [in 2007] we had a number of firms acting with no real structure, mainly the result of legacies of relationships with individual lawyers, some of whom had left long ago,” explains Rose. “It needed a shake-up to extract best value and remove complacency. We weren’t short of suitors and this helped us agree favourable rates and a good service, which has continued even though we are some six years into the relationships.”
So what’s coming up? Rose says that the issues his team faces are constantly on the move.
“There’s been quite a lot of change in the past 10 years in the legal issues we face,” he points out. “The importance of social media has increased markedly and the legal issues associated with it have been something we, as a legal team, have had to focus on. The pressure on margins of customers, particularly the large supermarket chains, and volatility in the commodities markets has put a far greater emphasis in putting in place watertight contracts.”
And with that, it’s time for a biscuit.
Position: Head of corporate legal affairs
Reporting to: Mark Oldham, company secretary
Global legal team: Six
Legal spend: Depends on transactional activity
In-house practice areas: Commercial, corporate M&A, regulatory affairs, intellectual property, litigation, employment, competition and real estate
Main external law firms: Freshfields Bruckhaus Deringer, Wragge & Co and Nabarro
Group head of legal, Premier Foods
I joined food group RHM in 2005 as group counsel before moving to Premier as part of its acquisition of RHM in 2007, becoming group head of legal in 2011. It’s been a period of change for Premier over the past few years, with the legal and IP team completing a complex divestment programme during 2011/12 bringing in over £800m in proceeds. Over the past year the team has shifted its priority to realign with the commercial agenda of the business.
Under new senior management, the focus has been on removing complexity from the business, a consequence of the group’s historic acquisitive nature. The lawyers play a key role in this. We plan and execute exits from unprofitable contracts or re-negotiate them, to either release capacity at the manufacturing sites to focus on more profitable lines or maximise the commercial opportunity of the iconic brands the group owns.
On the growth agenda, Premier is seeking opportunities with commercial partners to achieve ‘win-win’ solutions. Over the past few months the group has entered into a long-term agreement with the food division of international group Swire so it could introduce Ambrosia products in China. There are more brands to follow, and we’ve entered a licensing agreement with the 2 Sisters Food Group to manufacture, market and sell a range of Hovis Breakfast Biscuits – an excellent opportunity to extend the brand into an adjacent growing category.
With the business development function fully integrated into the legal team, there is a lot more cooking in Premier’s kitchen, ready to be served up by our lawyers.
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