Jane Stables has to keep her wits about her in the ever-evolving world of United Business Media (UBM). As UBM’s group legal and personnel director, Stables has an unusual role, but it is one that suits her and her company down to the ground. Stables is not your bookish lawyer, but rather a cheerful Yorkshire-bred women whose early enthusiasm for employment law has proved an important influence on her career.
Stables joined MAI as company secretary and group legal adviser in 1994, and 14 months later it merged with United News & Media. Eight years on and Stables has worked on around 150 mergers and acquisitions as the company has expanded and contracted many times over.
After qualifying at Simpson Curtis (now Pinsent Curtis Biddle) in Leeds, she came down to London with Freshfields, where she was allowed to devote 20 per cent of her time to employment. Since then Stables has maintained her focus on employment law.
In 1990 Stables made the decision to move in-house to a small company named Ashley Group. “At Freshfields I was frustrated by just doing little jobs and moving on to a new client,” she reveals. “I wanted to know how the issues panned out and to have longer ownership of them.”
The UBM legal department has three lawyers and two roles. One is as a specialist central unit, in which the lawyers are specialists in corporate M&A and commercial law, and all boast magic circle backgrounds. The first role is to help whichever division happens to be doing a corporate transaction and the other is to supervise the day-to-day legal issues for those divisions.
The day-to-day issues vary depending on the business division. “In trade shows, for example, there’s a lot of cooperation agreements, sponsorship agreements, licensing agreements – you often do trade shows with someone else, which brings up a whole load of legal issues, including intellectual property (IP),” says Stables. “We’ve supervised a department in the TV industry which will include production contracts, defamation issues, libel issues and regulatory issues. There are big differences between TV and newspaper regulations.”
The divisions themselves all have legal staff. Around the world, there are 15 lawyers, with the majority in the US, including a US general counsel. The US accounted for 64.7 per cent of the company’s revenue in the first six months of 2002, compared with 28.9 per cent in the UK.
When Stables joined MAI in 1994, the company had a diverse set of interests. It had TV companies, market research companies, a money-broking company and a company that provided personal loans for car finance. “That was part of the attraction of the job for me,” states Stables. “We’re still quite diverse; not as diverse as we have been in the past, but in terms of legal work it’s different for me every day.”
When MAI merged with United News & Media in 1996, Stables took on a new job. She dropped the company secretaryship and became legal and personnel director. “It changed the job in that I did more HR work, but also the businesses were different again. Having just got used to the businesses I was dealing with, it changed completely,” she says.
The MAI/United News & Media deal, which was a merger of two listed companies, resulted in an entity with a market capitalisation of £4-5bn. Allen & Overy (A&O) was United News & Media’s firm on the merger and Ashurst Morris Crisp advised MAI. These two firms are now UBM’s main corporate advisers, both receiving a fairly even share of the work.
“We do generally outsource the deal work because, with 150 transactions and three people, it would be a bit tricky to do in-house,” says Stables. “Our role is to lead the negotiation and help the company make the judgements about what we’re going to accept and what we’re not going to accept. We don’t try and do the really tough work of producing the documents.”
Stables does have an informal panel. Baker & McKenzie does some international work, mainly structurings and cross-border commercial arrangements. “They’re very good at coordinating a piece of work that spans several countries,” says Stables. The firm also undertakes corporate work, IP and a large percentage of UBM’s employment work. Stables makes a special mention of the excellent efforts of partners Christine O’Brien and John Evason, and on the corporate side she recommends another partner, Tim Gee.
Despite the fact that Stables has never run a beauty parade (“I think you get a limited amount of real in-depth information; and what’s the point unless you’re dissatisfied?”), the firms on the panel nevertheless need to keep on their toes. “Although I believe in having a close relationship with a firm,” warns Stables, “it doesn’t mean they can do everything for me”.
Simmons & Simmons has recently been engaged to handle some employment work for the company and Stables can see it doing more. “For subjects like employment law, I’m quite impressed by firms that put resources into it and believe it’s a worthwhile thing to put resources into,” she says.
Which brings us back to the employment theme. Stables’ personnel post should take up around 50 per cent of her time. “The HR aspects are a totally different challenge, and it’s a challenge trying to run them both at the same time,” she admits. “You have to be flexible with your thinking, as they require different skills. You could write a long essay on which is more important to the business.” Stables also has a full-time employment lawyer in the personnel group, which she considers a necessary precaution, as the company has made approximately 1,900 people redundant since the end of 2000.
Since selling the Daily Express and the Daily Star in November 2000 to Northern & Shell for £125m, UBM has not become embroiled in much litigation. Stables says: “When we owned the Express we had high-profile issues like the Jeffrey Archer case all the time. It was very interesting for me, because I’d done very little defamation stuff before. It was fun, but I’m not the type of person who’s seduced by working in an environment that’s celebs, telly and things.”
‘Telly and things’ is another business that has been demerged as UBM streamlines the business. After the Competition Commission prevented a merger with Carlton in July 2000, the ITV businesses were sold to Granada Media for £1.75bn. This is just part of the ever-changing business landscape that Stables and her small team have to cope with.
Group legal and Personnel director
Universal Business Media
|Organisation||Universal Business Media|
|Sector||Business information services|
|Annual Turnover||Approximately £800m|
|Annual Legal Spend||£3-£5m|
|Legal Capability||Three in the legal department and 15 in business groups|
|Group legal and personnel director||Jane Stables|
|Reporting to||Chief executive officer Lord Hollick|
|Main law firms||Allen & Overy (corporate), Ashurst Morris Crisp (corporate), Baker & McKenzie (international, employment and intellectual property), Carter Ledyard & Milburn (US), Herbert Smith (litigation), Nabarro Nathanson (litigation), Skadden Arps Slate Meagher & Flom (main US corporate adviser) and White & Case (US)|