Ocean Group’s legal department has been a busy place since Ian Goulden took over as its head three years ago. His appointment came as the company began a phase of international expansion that has seen it spend £363m on acquisitions since the beginning of 1997.
More than 80 per cent of this has gone on its main business of logistics: the transport, storage and management of customers’ supply chains. The rest has been spent on its other areas of waste management and towage.
The company was founded in Liverpool in 1865 as a shipping company, but from the late 1960s began diversifying into other logistics businesses, finally withdrawing from liner shipping in 1989.
Goulden says the legal department has decentralised in recent years and most of its 11 lawyers are now based outside the company’s head office in Bracknell. “The towage business has a lawyer based in Woking, the environmental business has two lawyers sitting with it in central London, and we have lawyers sitting with other operations in the US, Singapore and The Netherlands,” says Goulden.
The company does as much work as possible in-house. “The majority of our business involves commercial contracts and we keep that for ourselves,” says Goulden. “We deal with our own employment matters by and large.”
Ocean brought all its logistics businesses together last year under the MSAS Global Logistics brand. This meant restructuring some of the businesses internally and registering a new logo throughout the world, which was led by the legal department.
The internal work was relatively straightforward, says Goulden, but registering the new brand in more than 60 registries was “a hell of a job” which is still going on.
“Major transactions such as mergers and acquisitions are done in conjunction with outside firms, and as a matter of practice we tend to send out property and litigation work,” he says.
Goulden says the company does not have a panel of firms and that he takes a “horses for courses” approach to outside work, sometimes using local or niche firms.
“We wouldn’t use a City firm for routine work and we wouldn’t use a local firm for a £100m acquisition,” he says. “As with everything these days, cost is a significant factor but not the major factor.”
Slaughters is the company’s general corporate firm and acts on most M&A work, but Lovells advised on Ocean’s most recent UK deal, the £41m acquisition of landfill company Parkhill Reclamation.
US firm Gibson Dunn & Crutcher worked on this year’s purchase of US transport company Mark VII for £143m. Dutch firm Nauta Dutilh advised on the purchase of air freight operation Dutch Air last year and handles other work in The Netherlands, where the company has major interests.
Goulden says that as Ocean expands internationally, he is increasingly focusing on risk management. “We have over 550 locations in 112 countries and the big contracts with big customers get handled through the legal department, but most of our routine business is undertaken under our standard conditions and when you have got that many locations it can be difficult to ensure rigid contractual discipline across the group.
“For instance, a manager in a remote location might unwittingly deviate from our standard terms. Because many transactions are not handled through the legal department it is something we are constantly working on and we have recently introduced new contractual guidelines for managers worldwide.”
Head of legal
|FTSE 250 ranking||146|
|Legal function||11 lawyers worldwide|
|Head of legal||Ian Goulden|
|Reporting to||John Coghlan, group finance director|
|Main location for lawyers||Four in Bracknell, Berkshire, with others around the UK and in the US, Singapore and The Netherlands|
|Main law firm||Slaughter and May (general corporate and M&A), Dibb Lupton Alsop (property, construction, litigation and pensions), Lovell White Durrant (competition, environmental and employment), Brachers (property)|