Rio Tinto

Gold, coal, aluminium, uranium – if it is in the ground, the chances are Rio Tinto, one of the world’s leading mining and minerals companies, is digging it up.

The group has undergone a fundamental restructuring in the 90s, centred on the creation in 1994 of two separately listed companies for corporate tax purposes.

The split created the London-listed Rio Tinto Plc and Australia-listed Rio Tinto Ltd. The pair share the same board and shareholder voting set-up, with shareholders in the UK company accounting for 75 per cent of the votes in the Australian business.

Head of legal Charles Lawton goes by the traditional title of “legal advisor”, which belies the global nature of the post. A former City lawyer who trained with Slaughter and May, Lawton combines the enthusiasm of a private practice lawyer with the commercial vision of a corporate dealmaker. His 20-year career with Rio Tinto has taken him as far afield as South America.

“We’re a transaction-led department where people like getting involved in deals,” he says. “We work hand-in-glove with company managers on transactions around the globe. The company has grown through acquisitions rather than organically, as good new sites are jolly difficult to find.”

The legal department’s focus has changed dramatically over the last decade. “We’ve shed most of our UK business, which now accounts for less than one per cent of our revenues,” says Lawton.

“The shape of the department reflects that fact. That means, in terms of transactions, everything is at least eight hours away by plane.

“Ten years ago, half the department was focussed on UK business. Today, it’s all international – whether it’s a joint venture in Indonesia, a development in Africa or buying and selling businesses in Colombia.”

Some lawyers specialise in mergers and acquisitions, financing and anti-trust matters. With core activities, the team handles as much work as possible in-house, including documentation, working closely with external firms where necessary.

By having a high-quality in-house legal team, the department can also see through deals on its own. A recent $1bn deal involved buying a stake in Grasberg, the world’s richest copper mine, and providing a loan to the vendor, US company Freeport.

With major deals, the lawyers work closely with commercial and technical managers as part of transactional teams – led by directors.

On recruitment, Lawton says: “We look for people who have had a good training at a City firm such as Slaughters or Freshfields and would prefer to work in-house.

“We’re a small team, so there’s not much opportunity for doubling up. Everyone has a role and takes responsibility.”

At Slaughters, Lawton rubbed shoulders with the firm’s then rising stars, including Tim Freshwater, Michael Pescod and Giles Henderson – now the firm’s senior partner.

He later moved to Lovell White & King, before joining Rio Tinto in 1972 in search of a more commercial role. What he found at Rio Tinto was altogether more exhilarating: “I found myself zooming down to Rio de Janeiro. It was the sort of job you’d never get by working in the City.”

External law firms include a handful of top international names, plus 20 or so local firms around the world, although there is no formal panel. The regular firms know Rio Tinto’s complex structure – key ones such as Linklaters helped set it up. This familiarity is deemed a virtue.

Lawton adds: “There are all sorts of reasons for using a ‘nameplate’ firm, but you also identify the individuals you really want. It’s chemistry and commitment, as well as expertise.”
Charles Lawton
Head of legal
Rio Tinto

Organisation Rio Tinto
Sector Mining and minerals
FTSE 100 ranking Number 42
Market capitalisation £16bn (UK and Australia-listed companies combined)
Employees 35,000
Legal function About 25 lawyers worldwide
Head of legal Charles Lawton
Reporting to Robert Adams, director of planning and development
Main location for lawyers London and Australia
Main law firms Linklaters, Slau-ghter and May, Lewis Silkin and Davies Arnold Cooper in the UK; Allen Allen & Hemsley and Arthur Robinson & Hedderwicks in Australia; Sullivan & Cromwell and Fried Frank Harris Shriver & Jacobson in the US