When Britvic ‘borrowed’ Clare Thomas as GC during its bid for AG Barr, she didn’t envisage it would be permanent, but the mix of responsibilities, from product development to company strategy, was too tempting to throw away
When former Addleshaw Goddard M&A partner Clare Thomas stepped into the breach as interim general counsel at Britvic in September 2012 she thought she would be there for a few months overseeing a major transaction before seamlessly slipping back into private practice.
Britvic’s multimillion-pound deal with AG Barr eventually fell through after being referred to the Competition Commission, but Thomas – after what one Britvic boss calls “the longest job interview ever” – was asked to stay.
Having worked on umpteen similar deals in private practice, Thomas says: “It was great to handle the merger from the centre and to have to live with the consequences of your decisions.”
Although the deal fell at the final hurdle, the process gave Thomas an insight into business-as-usual as a general counsel, and says that although leaving private practice was not a straightforward decision, it was the right one.
Thomas’ team is responsible for five functions – legal, secretariat, estates, audit and risk, and quality, safety and environment.
She has 50 people reporting to her, nine of whom are lawyers, and all of whom operate in the business’s home markets of Great Britain, Ireland and France, although Britvic’s prospective India launch is likely to broaden that.
When she joined, the team was structured according to expertise, but Thomas decided to stir things up and align each team with the relevant business units.
“I’ve made sure the lawyers are central to the teams in those departments,” she explains. “They still report to me, but with better alignment and communication with the business units.”
Thomas is an advocate of training the non-legal employees at Britvic in how her team works, and also encourages secondments, both out of and into the business.
“We took on a trainee two years ago – she’s qualified, and we’ve just taken on another,” she says. “We always do a reverse secondment into a law firm for six months. The last went to Addleshaw Goddard.”
Britvic’s legal trainees were already working in the business, one as a paralegal in the legal department and the other LPC-qualified but working in the HR department.
The informal approach
There is no formal panel at Britvic. Instead, Thomas prefers to use her network.
“For me, it’s about people rather than the law firm brand,” she says. “I’m open to ideas, but I know my own mind so it’s about finding the right people.”
Keeping things informal also makes good business sense.
Thomas says: “I’d never go to sole provider status for any kind of work because competition is beneficial.”
Despite there being no panel, the system at Britvic is not unlike most panel arrangements – the difference is the firms have no guarantee of work and that gives Thomas the flexibility she likes.
She works closely with Britvic’s procurement team but ultimately the decisions lie with legal.
“We decide – partly because we can sometimes do the work ourselves and partly because we’re the experts on external counsel and the law,” she says.
Thomas is adamant that the legal team should be integral to the running of the business and not just there to tick boxes.
“I have lost count of the times I’ve heard someone say ‘get the legal team to sign that off’,” she says, rolling her eyes.
Thomas says the culture at Britvic is good in terms of her function being broadly understood by the business. As a board member she has a say in the company’s strategy but still had to ban use of the term ‘sign that off’ to hammer home that her team should be consulted on projects at the beginning, not just asked to okay them at the end, when it is more likely to cause a delay.
A self-confessed “factory nerd”, Thomas is clearly invested in every aspect of what Britvic does. She particularly enjoys the manufacturing process and witnessing the development of products, but is equally engaged with strategy.
“You need to transcend your function,” she says. “I’m not on the executive team only as a lawyer or company secretary but also as a business leader. As lawyers we’re used to thinking that we don’t have much in the way of transferable skills, but when you go in-house you realise your background, way of thinking and approach to problem-solving makes your input invaluable to almost everything.”
Although Britvic is expanding in the US and India, Thomas is looking to control spend by keeping all of what she calls “business-as-usual” work in-house.
Annual legal spend at Britvic fluctuates, sometimes significantly, depending on the projects being undertaken, but for the present financial year the budget is between £1m and £2m.
“Last year, as part of our new strategy, the company committed to achieving £30m cost savings a year by 2016 and that led to various projects, so you have to look what’s coming up and budget for that,” Thomas says.
Britvic recently secured an exclusive 15-year distribution deal with PepsiCo in the US and is looking for a panel in that country as a result, but Thomas says she will continue to try and balance the new requirements between in-house and external spend.
Thomas’ philosophy is to leverage the expertise of her team rather than try to be an expert in everything.
“I need to be able to have an added-value dialogue and communicate that with others,” she says.
But that has not stopped her regularly donning a lab coat and clogs to provide input on the latest flavours and concoctions.
And that will become easier in a few months when the lab moves to Britvic HQ, helping Thomas connect even more closely between business and legal.
Position: General counsel and company secretary
Industry: Food and beverages
Annual legal spend: £1m-£2m for financial year 2013/14
Number of employees: 3,300
Legal capability: 9