The demerger of BT’s fixed and wireless divisions not only created two new UK telecommunications entities, but also gave rise to a whole new in-house legal team. The old BT had a massive in-house capability, sometimes described as an internal full-service firm. Its in-house counsel would turn up leading M&A deals, handling employment matters and preparing contracts; the legal department covered just about everything, be it mammoth or mundane. The demerger, though, changed the face of both the company’s legal function and the nature of the work undertaken.
Less than one month old, mmO2 has some of the baggage of a much more mature company but the enthusiasm that comes with a new venture. The in-house team, led by Philip Bramwell, is tiny in comparison with its BT predecessor. Comprising just 41 lawyers spread across four European bases, Bramwell describes his legal team as “lean”.
Bramwell’s so-far short tenure at the top of mmO2 has been dominated by laying the foundations for his in-house team. Prior to taking the reins at mmO2, he was instrumental in working out the minutiae of the demerger. He led the negotiations for the wireless side, with BT in-house lawyer Nigel Paterson representing BT.
He argues that the decision to separate BT’s core businesses was self-evident. “BT’s businesses were diversifying,” he says. “In order to create shareholder value for each element, the different businesses needed their own management focus.”
The task was Herculean, given that the demerged entities had to be fully formed plc companies by day one. There was no room for last-minute problems. Bramwell observes: “It looked a big challenge on paper, but the people at BT are capable of running very big projects.” The majority of the preparatory work was managed in-house, but Bramwell says that, as soon as banks became involved, the company brought in external advisers.
For a deal lawyer like Bramwell, it proved the high-profile opportunity of a lifetime. At BT, Bramwell was most recently head of M&A. It was here that he introduced a corporate panel, expanding BT’s traditional relationship with Linklaters to include a couple of other magic circle favourites. BT instructed Allen & Overy on the sale of Yell and sought assistance from Freshfields for the demerger.
At mmO2 Bramwell is able to broaden his perspective from deals to day-to-day management. He acknowledges that this will be the fundamental difference between his present and previous positions. “I don’t have to be the midwife anymore, now I can raise the baby,” he says. His first task is to establish a new model for the in-house resource.
“We’re after people at the leading edge of thinking and capability. These are the sort of calibre of lawyers, recognised by their peers, that we want”
Philip Bramwell, mm02
Bramwell qualified as a barrister in 1983, but moved in-house soon after being called. “I wanted to do international commercial work and there’s not a lot of it around for junior members of the bar,” he says. He joined what was then Beecham, later to become SmithKline Beecham, and spent five years concentrating on commercial and IP matters.
His first foray into the telecoms sector came with a move to BellSouth. The US company was pursuing an acquisitive strategy in Europe and Bramwell was in on the ground. He was promoted to European general counsel and managed a number of cellular and mobile data licence bids and start-ups throughout Europe. He joined BT in 1998 and is now on the mmO2 executive committee.
Mirroring the structure of BT is something that mmO2 does not aspire to. Where BT’s in-house team offered blanket coverage, mmO2’s internal lawyers provide pinpoint advice. Bramwell’s lawyers are invariably IT, intellectual property (IP) and telecoms specialists. He says that, for the most part, they focus on content and applications work. The company has retained a small corporate and competition capability, but nothing like the critical mass attained at BT. While BT has a dedicated litigation team, mmO2 now has no recourse to this capability.
For this reason, Bramwell is committed to building relationships with a number of preferred advisers. Not a believer in having a panel for the sake of it, Bramwell asserted that he would select law firms on the strength of an individual’s reputation rather than that of the firm. The company is a lawyer’s dream. It is still new and not tied to particular firms and the in-house capability is small and focused on a few key practice areas.
This fact has not gone unnoticed by numerous firms. Bramwell has become a one-man target for almost every marketing department in the City, besieged by invitations. And what is more, he likes it, although not to the extent that he expects prospective advisers to grovel for work. “I don’t expect high-quality law firms to be competing for our affections,” he clarifies. He sums up his main criteria as being quality, performance and price.
“What we’re after is people at the leading edge of thinking and capability,” he insists, citing as an example Colin Long at Olswang. “These are the sort of calibre of lawyers, recognised by their peers, that we want.” It is this emphasis on the individual that pervades Bramwell’s comments on law firms.
He asserts: “It’s not important to me, as a buyer of legal services, that a lawyer’s been with a firm from cradle to grave.” Bramwell will seek out noted experts in their field irrespective of where they work. “What we’re looking for is the man or woman who is totally committed and who complements the skills of our in-house team,” he says.
Bramwell has commenced his search for external advisers with a series of meetings with firms. He is adamant that this process is not a beauty parade. “What we don’t want is a merry-go-round that’s time-consuming and unproductive for both sides of the beauty parade every time we have a piece of work,” he says.
His panel will consist of firms boasting useful individual lawyers, and other firms that he has met and which have something to offer. They may not all receive instructions immediately, but will be suitable for long-term relationships with mmO2.
In the near-term, Bramwell says that the company has some pensions work to outsource. In a move typical of his philosophy, Bramwell will take the work to three firms. He says that the firm with the most capacity will land the instruction.
The mmO2 legal team is spread out across Europe, with lawyers situated in Amsterdam supporting Telfort Mobiel and some in Munich looking after Viag Interkom. Those based in the UK are split between a number of sites around London. The company’s headquarters has still to move into its new building. Bramwell and his team are due to relocate to the UK’s telecoms capital, Slough, early next year, where Cellnet already has its central offices.
Bramwell says: “This is a great place to be headquartered. London is world class in terms of the breadth and depth of its legal expertise. It’s a highly competitive market, which is great for us as customers.”
Head of Legal
|Legal Capability||41 Lawyers|
|Head of Legal||Philip Bramwell|
|Reporting to||Chief executive Peter Erskine|
|Main location for lawyers||Even distribution between London, Cellnet HQ in Slough, Munich and Amsterdam|
|Main law firms||None appointed as yet|