Last May, as part of an investigation into alleged price-fixing in the building sector, the Office of Fair Trading (OFT) asked Kier Group to explain its conduct in relation to 20 tenders submitted from 2000 to 2005.
Although Kier secured only four of the tenders in question and claims innocence, the group’s general counsel Matthew Barton has vowed to cooperate fully with the OFT.
“I am assessing these allegations, preparing responses to the OFT’s requests and keeping the board informed,” says Barton. He has instructed Simmons & Simmons for this, with competition partner Charles Bankes leading the firm’s team.
This is just one of a series of tasks that lie ahead for Barton. After becoming the construction company’s first general counsel in April, he has been trying to create the optimal structure for the legal team.
“It was decided that legal matters should no longer be handled at regional levels and should instead be integrated,” he explains. “Creating an integrated legal function was a key element to me taking up this role.”
At the time, Kier’s senior lawyer Brian Barnes was housed in the support services division, which handles maintenance works, and four construction lawyers were embedded in the construction division. All five lawyers were independent of Barton, with the four construction lawyers reporting to Kier commercial director Andy Saul.
The first change under Barton’s leadership was to have the construction lawyers report directly to him. They continue to work on construction-related contract work, from drafting to vetting and negotiating the construction contracts, but as Barton explains: “I now manage what these lawyers do, be it working on contract terms or building up standard documents. They are under my purview.”
Barnes’ role, however, remains autonomous. “Barnes is embedded in the support services division – it’s a contract-heavy division and he is an expert in that field,” Barton says.
As such, Barnes works on all of Kier’s building maintenance contracts and reports to the head of support services, not Barton.
Barton plans to hire a corporate lawyer to work on the transactional matters that he once carried out himself. And it is likely to be the first in a string of hires as Barton plans to develop this to encompass a legal team to handle matters at group level.
“Since I now have a resource management role, I don’t have time to focus on corporate work,” he explains. “The new lawyer will be in a corporate and company legal team that will increasingly become more of a generalist role.”
Barton is also looking to recruit a property lawyer, as the commercial property division currently relies solely on external counsel.
“The property division is the one that probably takes up the bulk of our legal spend,” Barton admits. “But that’s why I’m looking into bringing in a property lawyer.”
Denton Wilde Sapte and Olswang are usually brought in to negotiate and draw up sale and purchase agreements.
“We have relationships with partners Penny Davis of Dentons and David Saunders from Olswang from before I joined the group,” Barton says.
He also gravitates back to his former firm Cleary Gottlieb Steen & Hamilton on property matters. He instructed the firm on the £53.3m purchase of property developer Hugh Bourn last year, with partner Simon Jay leading the project.
The residential division, which acquires and disposes of land, has no existing internal legal support, but is the division that Barton is most regularly involved in.
“Land purchases are tricky, and I advise on larger land purchases,” he says.
This division has an established panel of external firms consisting of Bates & Partners, GCL Solicitors and Roythornes.
“These are specialist residential property firms,” Barton explains. He instructs them to act on all conveyancing work and occasionally on land purchases.
Litigation is not handled in-house and there are no plans to bring in an internal litigation capability. Barton says he favours mediation, but when it comes to the crunch, he brings in firms that are specialists in their field.
“I have used Thomas Eggar for employment issues and Holman & Fenwick for a shipping dispute,” he recounts. “I like specialised firms; I don’t want a full-service firm,” he says, before adding: “But if it’s a group level issue that can impact the group significantly I would use a City firm.”
As Barton continues to develop the team, he may need to consider establishing formal panels for each of the group’s four divisions to further streamline work. However, he asserts: “I don’t think that legal services are a commodity and I don’t think beauty parades are the way to go. In many cases, given the variety of work, the best firm for the job will be similarly varied.”
Barton may need to free himself of this view to further tighten and streamline his legal function. But at least in the short term he is on the right track.
Name: Matthew Barton
Deena Mattar, group finance director
External legal spend:
Main law firms:
Cleary Gottlieb Steen & Hamilton, CMS Cameron McKenna, Denton Wilde Sapte, Olswang, Simmons & Simmons
Matthew Barton’s CV
1992-95: LLB (Hons) Business Law, City University
2006: Admitted to New York State Bar
1996-98: Trainee, Simmons & Simmons
1998-2000: Assistant, Simmons & Simmons
2000-04: Associate, Cleary Gottlieb Steen & Hamilton
2004-05: Corporate counsel, Kier Group
2005- present: Company secretary, Kier Group
2007-present: General counsel, Kier Group