Dealogic GC: Capital transfer

Susan Mann’s experience in both the US and UK legal markets is invaluable at financial software specialist Dealogic

Susan Mann

Susan Mann

Title: General counsel, Dealogic

Industry: IT for financial services (capital markets)

Reporting to: Chief financial officer Frederick McHattie

Employees: Around 600

Legal capability: One

Main external law firms: Baker & McKenzie, Bingham, Penningtons and Proskauer Rose

You could almost walk past the entrance to the London office of data company Dealogic – in a hidden corner off The Strand, just a stone’s throw from the Royal Courts of Justice – without noticing it. The legal team is similarly low-key. The company only employed its first lawyer two years ago, when San Francisco-born Susan Mann was brought in to help put Dealogic on the map.

Dealogic works regularly with the likes of Goldman Sachs, Deutsche Bank, UBS, Citi, RBS and Barclays. It is often seen gracing the pages of titles such as the Financial Times and the Wall Street Journal. And as banks come under increasing scrutiny, Mann believes her company has succeeded in pushing the idea of software as a service in the financial sector.

“We provide software as a service and a large number of banks and investment banks use Dealogic to organise their capital markets, their share distribution and even their bookbuilding,” she says.

When Mann took over from a predecessor in August 2010 she had a lot of groundwork to do and spent a considerable amount of time going through everything with a fine-toothed comb.

“It’s been a lot of work going through things since I joined, even to ensure there was consistency in our processes and documentation,” she says. “I instituted an audit in association with the company’s compliance team and I’ve just written a large number of licensing agreements, so it’s been a busy time .”

City state of mind

Mann’s varied career includes stints in-house in the US at Dr Pepper Snapple Group, Fossil Inc and Verizon Communications, but, intrigued by the prospect of practising in Europe, she upped sticks and moved to London to work in the City just over six years ago.

After practising at several City firms and gaining experience in IT, commercial contracts, data security and protection, licensing and compliance issues along the way, she was drawn once again to the idea of working in-house and was well placed to take up the mantle of general counsel at Dealogic.

Contrast and compare

For Mann, working on both sides of the pond has been a valuable learning experience.

“US lawyers seem to primarily think in terms of US law and how it affects them, rather than taking a global view of how their clients and the US fit into the big picture [or how the] laws or regulations of other countries might affect their clients or deals,” she argues. “On the flipside, American lawyers are proactive and see issues in terms of a challenge, rather than a deterrent, as English lawyers tend to. US lawyers embrace difficulties; English lawyers tend to use difficult issues to shut down resolutions or even entire deals.

Susan Mann2

“I’ve learned to embrace the two perspectives and bring a global view and flexibility to my practice and my role.”

This dual perspective has been helpful in her current role, since Mann estimates that around 50 per cent of Dealogic’s clients are American and 50 per cent global. What’s more, her dual-qualification in Colorado and Texas and England and Wales, and her experience of practising in the US and the UK comes in particularly handy as she oversees the legal affairs of the company’s offices spanning London, New York, Hong Kong, Tokyo, Sydney, Mumbai, Beijing, São Paulo and Budapest.

While it’s been a challenging time for Mann, who has no legal team to speak of aside from a paralegal with whom she shares an office, she -admits that her experience working for seven years as senior counsel at Verizon in Dallas has come to the fore.

“I’ve benefited a lot from the experience gained at Verizon, where I was head of billing and collection for the whole company,” she says. “This, essentially, meant I got experience of handling all their billing collection platforms.”

And, during the short time she has been general counsel, Mann has added another string to Dealogic’s bow, helping the company gain ISO 27001 certification. This has been an important milestone for the company and its clients.

“It’s helped in terms of the data area and in remaining upwardly compliant with banks,” she insists. “It not only helps Dealogic stay safe and compliant, but also makes sure the banks, as our clients, also stay up-to-date.”

One project that has been keeping Mann particularly busy in recent months is working with the company’s management on a comprehensive data protection programme to assist Dealogic’s clients. This is due to be rolled out in the first quarter of 2013.

“The programme will include guidelines and planning in accordance with the latest Information Commissioner’s Office guidance and FSA security best practice to assist our clients, even though we ourselves are not regulated,” says Mann.

During her time at the company, Mann has overseen Dealogic office openings in Budapest and Brazil. Incorporating the Brazilian office was particularly tricky. It saw Mann turn to Baker & McKenzie for additional help on getting the office up and running.

“The incorporation was tough due to certain issues, such as tax, in Brazil,” she says. “They don’t see software in the same way there, and don’t classify it as a service, so it was hard to get the banks to accept that.”

The big picture

One of the most interesting aspects of the role has been seeing how different jurisdictions operate, and their varied requirements.

“You have to be innovative to change things and understand that things can be done in a different way, depending on the jurisdiction,” emphasises Mann. “A bank in Brazil, for example, has very different concerns from a bank in Hong Kong and it’s challenging pulling together clients – trying to get them not to overdo it and ensuring they don’t simply resort to a ‘one size fits all’ panacea.”


Antony Montague,

Associate GC, The McGraw-Hill Companies

I am associate general counsel at The McGraw-Hill Companies, a leading global financial information and education company. Our principal brands include Standard & Poor’s Ratings Services, S&P Indices, S&P Capital IQ, McGraw-Hill Education, Platts (energy information) and JD Power. The corporation capitalised at around $15bn on the NYSE, is headquartered in New York and has more than 280 offices in 40 countries. Sales in 2011 were $6.2bn.

My principal responsibility is for the UK and Emea, with an increasing focus on Asia Pacific. Our small multi-disciplinary legal team is based at Canary Wharf.

My routine work concerns the licensing and distribution of rights in data and software, and related services connected with educational publishing and financial and commodity markets research, data services and IP issues.

I work extensively in M&A, corporate secretarial and governance, and also cover some regulatory work. We also help manage, with outside counsel, our HR and real estate caseload. We report to the general counsel in New York, who gives us considerable autonomy.

Increasing familiarity with the global consequences of the internet and Sarbanes-Oxley has slowed the flow of novel issues from those areas, but recently, in their place, more of our time has been absorbed with ever-increasing and changing regulation. This compels a shift from sharp-end transactional activities towards longer term risk mitigation and governance advice and work. The working hours may be more predictable, but the aggregate never falls.