Claudia Junker, general counsel at Deutsche Telekom, moved from private practice to take up her role a year ago, seeing it as a chance to broaden her horizons.
Just over a year ago Claudia Junker was all set to work out the rest of her career in the German offices of Ashurst, where she was an equity partner in the corporate team, having joined in 2008 from Hengeler Mueller.
But one of her clients had other ideas. German telecoms giant Deutsche Telekom’s general counsel Axel Lützner was moving on and Junker was asked to replace him.
“I had no reason for wanting to leave Ashurst,” Junker says now, adding that there were “no push factors, only pull factors” for taking on the Deutsche Telekom job.
Among these was the opportunity to take responsibility for a wider range of issues than those that fall under the remit of a corporate partner.
Deutsche Telekom’s 280 lawyers in Germany are split into six departments and 28 sub-departments, each looking after a particular area of law. The team does not deal with tax, employment, data protection and any criminal law issues, as these are dealt with by other departments.
The legal structure is relatively new, as Deutsche Telekom centralised its legal function in 2007 by moving all lawyers into one group. Previously, the company’s many subsidiaries had their own lawyers, but Junker says this is now rare unless the subsidiary in question is a recent acquisition.
The size of the team means that the vast majority of issues are dealt with in-house, including small corporate transactions, although larger or
more complex deals and cases go to external lawyers. However, by and large Deutsche Telekom does not use formal panels.
“I’ve looked at it since I joined,” says Junker. “We’re thinking about special panels. For example, we might set up a panel for small M&A transactions, but generally speaking the issues the legal department covers are so diverse that it’s not obvious a panel would be helpful.”
Naturally, there are matters that do necessitate outside counsel. An example of a current deal that definitely required external advice is the sale of T-Mobile USA for $39bn (£25bn) to AT&T. Wachtell Lipton Rosen & Katz was the firm instructed on the deal, with Cleary Gottlieb Steen & Hamilton advising on competition issues. The deal sees AT&T taking over 100 per cent control of T-Mobile USA, while Deutsche Telekom picks up an 8 per cent share in AT&T. The transaction reduces Deutsche Telekom’s debt and, according to the company’s chief executive René Obermann, opens the door to future innovation.
Other firms on Junker’s list of counsel, which is by no means exhaustive, include Hengeler Mueller and Clifford Chance for pieces of litigation, Allen & Overy on shareholders’ matters and IT outsourcing in Amsterdam, and Bird & Bird, also on IT outsourcing matters. Smaller independent German firms also feature on her list of regular advisers.
Despite being still fairly new to the job of general counsel, Junker is clear about what she wants from external counsel. This includes not sending her 10-page memos, but getting straight to the point and sending advice fast.
“There are always situations in which there’s risk attached to a certain step or measure,” she points out. “What’s not helpful is if you get a description of options and a lawyer doesn’t position him or herself clearly.”
Junker says that being in-house has also taught her that advice to an internal client – another business unit, for example – needs to be tailored for that client and need not necessarily be couched in legalistic terms.
She adds that she has enjoyed the challenges of her first year with Deutsche Telekom, helped by her existing relationships with the company. Among the transactions Junker did for the company before her appointment as general counsel was the 2006 merger of T-Online International with Deutsche Telekom, a deal valued at e2.9bn (£2.5bn).
“I’d been advising Deutsche Telekom before so I knew many of its issues as well as many of the people,” Junker says. “All the people in the legal department are working very hard and they made it easy for me. After three weeks I felt like I’d been here for ages.”
Although the in-house life is different from private practice, Junker believes there are similarities.
“My picture of a legal department is that of being an excellent legal service provider like a good external law firm, but with one difference: we know our client much better,” she concludes.