Scotland | Winter 2016/17
To highlight the strength of Scotland’s GC community, The In-House Lawyer profiles some of the nation’s leading buy-side lawyers.
Rushad Abadan, group general counsel, Standard Life (Edinburgh)
Standard Life’s Rushad Abadan may be the only FTSE 100 GC currently based in Scotland, but he says he ‘ended up working in Edinburgh quite by accident’. While at the Indian arm of Andersen Legal, now DSK Legal, his path crossed with a senior partner from Dundas & Wilson. An extended stay at Dundas was followed by a move to The Royal Bank of Scotland (RBS) as head of projects, group legal in 2006.
Abadan’s time at RBS coincided with the most tumultuous period in the bank’s recent history, but it served as an invaluable professional development opportunity. ‘It is hard to see how I could have had a more rewarding time,’ says Abadan. ‘I managed to compress into this period experiences that would have taken much longer to accumulate in less challenging circumstances.’ He went on to serve as the bank’s deputy GC before joining Standard Life at the beginning of 2016, which brought a new set of challenges.
‘Standard Life has undertaken various transactions and is involved in a large life insurance merger in India, but the biggest challenge for me as GC has been balancing that level of activity with a fairly extensive review of the team and a fundamental re-evaluation of what we do. I call it driving change across three categories: cultural, strategic and operational. That has been an exciting process for me because it involves looking at a series of basic questions about the in-house role and the team: for example, do we subscribe to the right values? Do we have the right training and the right allocation of people to strategic areas of work? Do we give legal and non-legal staff the right opportunities to develop? These are the types of questions you must address when you step into a GC role.’
Abadan reflects on his career path: ‘I’m not the sort of person who is tied to a place or not open to moving, but I have simply never had cause to leave. Edinburgh is a very attractive place to live for a variety of reasons and it makes sense for my family and me to be based here.’
Duncan Holland, group legal manager, Cairn Energy (Edinburgh)
FTSE-listed Cairn Energy is one of only two listed oil and gas companies based in Edinburgh meaning group legal manager Duncan Holland finds himself even further removed from the usual professional networks. ‘There is a kind of small-world feel to the oil and gas sector in Scotland,’ says Holland. ‘When we used to go up to meetings in Aberdeen there would be all these people that hung around together on the weekend and shared private jokes while we sat in the corner. But with the downturn in the industry it has become an advantage to be based in Edinburgh. It puts us in a slightly strange position with respect to social interaction but it can be nice to be insulated from all the job losses going on in Aberdeen.’
Counter-intuitively, the low cost of oil and high cost of drilling might work to Cairn’s advantage. ‘With lower oil prices you’re in a lower cost environment at the exploration stage. We have made significant discoveries in Senegal so we can reduce the costs now and by the time the sites start producing oil in 2021 or so it seems reasonable to expect that oil prices will have recovered.’
Holland originally joined Cairn on secondment while working at Shepherd and Wedderburn before moving on a permanent basis in 2009. ‘Cairn had just made a big discovery in India at the time and it was high-profile work in a fast-moving environment,’ says Holland. ‘I realised in-house was the right environment for me. Since then I’ve been through high-profile drilling campaigns in Greenland, a big sale and purchase of our Indian business to Vedanta in 2010, a couple of takeovers in 2012 and a very high-value arbitration against the Indian government. It’s a real privilege to have such a diverse, international role and still live in Edinburgh.’
Carolyn Jameson, chief legal officer, Skyscanner (Edinburgh)
Travel search engine’s Skyscanner’s position as one of Scotland’s most successful tech companies was cemented in November 2016 following its £1.4bn acquisition by Chinese online travel company Ctrip. Chief legal officer Carolyn Jameson was the executive team member responsible for running the deal from start to finish and says Ctrip’s involvement will help Skyscanner move to the next level.
‘We have an existing business in China, but this will give us an opportunity to learn and grow faster in that market, and leverage Ctrip’s product investments and insights learnings elsewhere. Ctrip uses advanced payment technologies, for instance. At the same time, they will benefit from what Skyscanner have learnt operating very internationally. It was the right deal for both companies, which are very complementary to each other.’
Jameson emphasises that the brands will be kept separate and that Skyscanner’s senior team will remain in place. The two companies are also well aligned culturally. Having grown rapidly, they remain founder-led – Skyscanner’s chief executive is Gareth Williams, one of its three original developers, while Ctrip’s executive chairman is founder James Liang.
Aside from overseeing the recent merger, Jameson covers all legal, M&A, policy and regulatory work for Skyscanner’s consumer and business-to-business arms. ‘The role I have is hugely varied because of the evolving nature of the online travel space. A lot of the things we’re doing fall into areas where the law isn’t well established, or hasn’t been applied in an internet environment’, she says. ‘It ranges from dealing with Competition and Markets Authority investigations into price comparison websites to reviewing airline pricing and distribution models, from handling commercial relationships with companies to which we provide search engine technology to looking at issues surrounding ownership of data. I get to see and play a part in shaping legal change, which is fantastic.’
Jameson is also a non-executive board member at VisitScotland, something which she sees as very relevant to her role at Skyscanner. ‘Tourism is extremely important to the Scottish economy. I’ve lived here for ten years now and think it’s an amazing and beautiful place that people should visit.’
Euan McVicar, general counsel and company secretary, The Green Investment Bank (Edinburgh)
The Green Investment Bank was set up by the UK Department for Business, Innovation and Skills (BIS) in 2012 to help attract and facilitate private investment in sustainable energy projects. Though publicly-owned, the bank is governed as a plc, meaning Euan McVicar, who was brought in shortly after the project went live to run the company secretarial function on behalf of its board, handles a range of issues more typical in a public company.
‘The job isn’t all that different from any other sizeable company,’ says McVicar. ‘We’re quite a small operation with around 140 staff. We’ve got a rather complex structure with a number of different divisions, including a fund management division that has to be managed separately for regulatory purposes. As GC I work closely with the bank’s investment teams to make sure projects are both properly structured from a legal perspective and take account of the extent and scope of our mandate as a sustainable investor. We are currently 100% owned by the UK government though we are in the middle of a private auction, meaning we have both to comply with state aid rules and oversee the privatisation process, which is also a legally-intensive task.’
McVicar was closely involved in the recent close of an offshore wind fund run by a subsidiary regulated financial services company where he sits as a board member. ‘We are very proud to have raised and deployed as a first-time manager the largest ever dedicated renewable energy fund in the whole of Europe. We’re now sitting with just shy of £1bn of funds under management, most of which is institutional capital deployed in operating offshore wind projects. People have speculated for a long time that pension funds and other large institutional investors would be interested in large renewable energy projects but it has been difficult because these funds don’t necessarily have the skills to manage the stakes involved. By creating this fund we’ve established a vehicle to crowd a huge amount of external capital and bring a whole new class of investors into the sector.’
Shauna Powell, partner and group legal director, Clyde Blowers Capital (East Kilbride/Glasgow)
Clyde Blowers Capital’s position as a private equity fund focused on the industrials market is unique in Scotland. The company is also, says group legal director Shauna Powell, ‘very much an operationally focused private equity manager. I know a lot of private equity funds say that, but we really are. Our chairman and CEO is an engineer and a lot of partners have engineering backgrounds. We take a very active role within our portfolio – we’re not a passive investor’.
Powell oversees a team of four lawyers based in East Kilbride, where she works alongside portfolio legal director Angela McCallum, but her role goes far beyond handling legal matters. ‘While I am head of the legal team, I am also involved in the commercial side of the business, working with our portfolio companies throughout the world. As a partner in Clyde Blowers Capital I also sit on the investment committee and look at deal opportunities, the commercial rationale and the returns. It’s a very rewarding job because it goes so far beyond a standard legal role – when I was in private practice I certainly never envisaged negotiating deals in China on the commercial side.’
Michael Mustard, legal director and company secretary, Tesco Bank (Edinburgh)
Edinburgh-based Tesco Bank is something of an outlier within the Tesco Group, and its origin as a joint venture between the retailer and The Royal Bank of Scotland (RBS) means it is both geographically and operationally remote from its parent.
However, this independence attracted legal director and company secretary Michael Mustard. ‘What I like is that you get to have a say in a lot of things. In most large banks you have layers upon layers of GCs doing different things and until you get to the top position you don’t get any real oversight of the business. I report in a dotted line to [Tesco GC] Adrian Morris, which means there’s more firepower than you would have at an independent company of equivalent size lacking those subsidiary relationships. It is a great honour to have such a broad role and I don’t think I would have got the same opportunity from a more traditional player in the financial services sector.’
While the role is broad, Mustard’s background was well suited to it. Following a law degree he became a chartered accountant at PwC in London before moving back to Scotland to work at private equity house 3i. After leaving 3i, Mustard worked as an M&A lawyer at Allen & Overy (A&O) in London. Following a secondment at RBS in Edinburgh, with a lot of time spent in New York, he moved to Citibank’s London offices as assistant GC in the EMEA consumer team in 2011 before moving to Tesco Bank in 2014.
‘My experience at A&O was a plus point when being considered for a legal director role,’ says Mustard, ‘but the fact that I was a chartered accountant who had been advising boards in private equity was probably just as much of a selling point. The in-house roles in Scotland tend to be really broad and a diverse background can be helpful if you want to secure a senior position.’
While finding a GC position in Scotland is notoriously difficult, Mustard believes it is likely to become easier as working practices change. ‘As in-house counsel I never thought it would be possible to move back to Scotland and have a senior role. It’s not really the type of thing you set out to do because the chances of getting the right job are so slim. But from a cost perspective it makes sense to have lawyers based up here. New technology isn’t a panacea for everything but a lot of legal jobs really could be done remotely and flexible working is clearly a growing trend. I don’t think it is necessary to be based in London anymore.’
James MacKenzie, general counsel and company secretary, Aegon UK (Edinburgh)
Aegon UK has traditionally been a Scottish company through its ownership of Scottish Equitable, one of the country’s oldest and largest pension and annuities providers. Over the past year it has become more of a UK-focused business, entering into agreements to sell its £9bn annuity book to Rothesay Life and Legal & General (L&G), acquiring BlackRock’s defined contribution pension business, and buying Cofunds from L&G to become the UK’s largest platform provider.
James MacKenzie, who became Aegon UK’s GC in 2012 at the age of just 34, has helped to oversee this transition. ‘For a company the size of Aegon to back me at such an early stage of my career and then go on a transformational journey to reshape the UK business is remarkable.’
Although the company is a subsidiary of Dutch-based Aegon NV, Aegon UK operates as an independent plc. ‘We are dual-regulated so I have to look at PRA and FCA issues,’ says MacKenzie. ‘We have a board of independent non-exec directors and we meet monthly to discuss things like audit, risk, remuneration, and nomination. Essentially, I deal with the same set of issues you’d come across as GC at a large company anywhere, which is typical of a lot of GC roles in Scotland.’
Stuart Clarke, general counsel, Scottish Enterprise (Glasgow)
Scotland’s main economic development agency, Scottish Enterprise, is a public body funded mostly through the Scottish government, but GC Stuart Clarke says the focus remains on bringing the best of private sector expertise to Scotland’s fast-growth companies.
Clarke has taken on a number of operational roles in his time with Scottish Enterprise, including helping to establish the Epidarex Capital life sciences fund, where he now sits on the limited partners’ committee. The fund, which was launched in 2013, seeks to replicate the success of Cambridge’s ‘Silicon Fen’ by helping investors tap into the start-up potential in Scotland’s universities and life sciences community.
Injecting Scottish Enterprise’s mission into the legal team is something Clarke says defines his role. ‘The organisation seeks to align with the entrepreneurial spirit of up-and-coming businesses, and we in the legal team have put a lot of work into understanding what that means in practice to make sure it’s not just a soundbite. We’re not just focused on legal skills, but a variety of softer skills that will allow the legal team to contribute to the development of Scottish business.’
Alastair Maclean, head of group legal, Baillie Gifford (Edinburgh)
Alastair Maclean was a senior corporate lawyer at Maclay Murray & Spens in 2007, but his career as a GC in the asset management space came through a rather unusual detour. He joined the City of Edinburgh Council in 2009 and was, he says, ‘taken away from law very quickly’. He ended up working on a number of non-legal projects, including running the Hogmanay party for the city of Edinburgh, a role that placed him in charge of the police and fire departments.
Maclean went on to become City of Edinburgh Council’s chief operating officer and deputy chief executive, overseeing everything from law and finance to communications and culture and sport. While not all of it was directly relevant to working as a GC in the financial services sector, it certainly helped. Says Maclean: ‘I oversaw the Lothian pension fund and was the financial director of the council, acting as chief risk and compliance officer. I suppose that combination was in some way a bridge to my new life in asset management when I joined Baillie Gifford early in 2016.’
Although Baillie Gifford manages the assets of FTSE-250 listed Scottish Mortgage Investment Trust, the firm itself remains a non-listed partnership. In fact, it is one of the few large unlimited liability partnerships left in the market, which makes the Senior Managers Regime (SMR) particularly interesting from Maclean’s perspective.
‘The debate is still out as to whether GCs will be covered by the SMR,’ he says. ‘Contrary to many of my brethren in the legal profession, I think we should be covered by it. Over the last few years all GCs have talked about is how we want to be seen as decision makers in a commercial role. If that’s the case, put your money where your mouth is!’
The opportunity to see how regulations like the SMR would play out in a commercial context was a big part of what attracted Maclean to Baillie Gifford. ‘Going forward we’ll have Brexit, a possible second independence referendum, MiFID II and all sorts of other joys – it’s not going to get boring. While Baillie Gifford has relatively little in the way of European funds and is largely protected from the effects of Brexit, it remains something I want to be involved in from the front lines. The other big reason for my move was that City of Edinburgh Council doesn’t have overseas offices while Baillie Gifford does, which is not because I am keen on travelling but because I like to see how other jurisdictions work up-close from a legal perspective.’
This focus on global regulation is, Maclean says, hugely important to reshaping the in-house legal team at Baillie Gifford. ‘The firm has changed a lot in the past 15 years or so; we’ve gone from predominantly a UK business to a global asset manager. That means we need to become more geographic as a legal team. These days no-one cares if you’re a contracts lawyer or a funds lawyer. They care if you know what’s happening in the markets they want to do business in.’
Martin Nolan, general counsel, Payfont (Edinburgh)
Payfont is set to formally launch its products in the first quarter of 2017, but the Edinburgh-headquartered cyber security start-up has already caused a stir in Scotland’s tech community. Last year its personal authentication and data security technologies won Innovation of the Year at the Scottish Knowledge Exchange Awards and, in an independent valuation, the company was estimated to be worth £180m.
Former Burness Paull senior associate Martin Nolan has been advising Payfont since 2012 and became its first general counsel in summer last year. ‘I felt invested in the business and they knew me well, so it made sense to formalise the arrangement,’ says Nolan. ‘It’s the type of relationship between lawyer and start-up that I expect to see more of in future.’
Managing disclosures and due diligence on the company’s intellectual property, which was separately valued at up to £60m, takes up a substantial part of Nolan’s time, although he increasingly finds himself working to build relationships with the wider Scottish business community. ‘The technology we have developed is something the world is crying out for and the willingness of Scottish entrepreneurs and business leaders to keep in touch and share ideas is really helpful in getting it out there.’
At the same time, says Nolan, the openness of the legal community has been just as important to refining Payfont’s commercial proposition. ‘Developments like the general data protection regulation (GDPR) or the second payment services directive (PSD2) mean we can use regulatory change as a driver of our business. In this space a sophisticated risk or compliance lawyer is just as valuable a source of ideas as a company director.’
Martin Cooke, general counsel and company secretary, The Edrington Group (Glasgow)
Owned by charitable body, The Robertson Trust, Edrington has been private, Scottish and independent since 1860. Martin Cooke joined in 1988 and was for many years Edrington’s only lawyer. The company has grown tenfold in that time and Cooke has taken on more lawyers, both in the UK and abroad, but it has not reduced the challenges he faces. ‘The volume of legal work is always a problem for any GC, but we do an awful lot more than just legal nowadays. I chair our group risk management committee. I’ve been responsible for insurance, intellectual property, pensions, shares. That raises a lot of questions that can only be answered by someone who has been in a similar position, which makes forming and maintaining strong relationships with other GCs so crucial.’
Not that Cooke is complaining. ‘I get a great deal of challenging and interesting work, I get to live in the beauty of Scotland and I still get to travel. I’ve been to court cases in Spain and arbitrations in France. I’ve been to sort out joint ventures in China, establish operations in the States, and buy companies in the Dominican Republic. And it’s all for charity. That’s why I’ve stayed here for 28 years.’
Nicola MacLeod, director, legal and communications, Maersk Oil North Sea UK (Aberdeen)
Although part of the Danish conglomerate AP Moller–Maersk Group, Maersk Oil UK’s head of legal, Nicola MacLeod, says there is more than enough UK-originated work to keep her busy.
A lot of Maersk’s non-UK assets are run from the UK, including its recent acquisitions in Kenya. ‘As GC I find new country entries one of the most exciting parts of what I do and it’s great to be able to do it from Aberdeen. At any one time we have about 50 joint ventures in play, which means quite a big part of my job is keeping good relations with GCs, government and supply chains.’
Aberdeen’s status as the oil capital of Europe is less of a boast than it once was, but in spite of the downturn Maersk has committed to the region through its Culzean gas field development. One of the largest in the North Sea for over a decade, the field is expected to come online in 2019 and will provide up to 5% of the UK’s gas needs at peak output. MacLeod is also confident the market will revive, but worries a prolonged period of low prices will damage the city’s in-house community.
‘Aberdeen has become one of the few places in the UK outside London with a very deep legal talent pool from which it is easy to recruit qualified people. The worry is that things may change with the downturn. That would be a real shame because we’ve built a fantastic legal community up here and the opportunity to live and work in Aberdeen while having a job with international focus is a great one.’
Christopher Morgan, general counsel and company secretary, Weir Group (Glasgow)
Christopher Morgan joined Weir Group in 2014 as deputy to GC Keith Ruddock, who had joined 18 months earlier from Shell. ‘Keith needed a senior deputy to come in as a sort of head of legal operations role,’ says Morgan, ‘so I ran the operations side of things and freed him up to focus on group strategy and company secretary issues.’
Since Ruddock’s departure last year, Morgan has stepped into the GC role and has had to cope with an inevitable change of personnel. ‘Eight people from a global team of 26 moved on, which means I’ve had to rebuild and change the structure of the team considerably over the last 12 months. I’m about two thirds of the way down that journey. My initial focus has been on appointing three regional GCs that will cover all our divisional markets across their respective regions.’
There are not many companies of the Weir Group’s scale based in Scotland, and while its employees are, in Morgan’s words, ‘proud of its Scottish heritage’, more than 90% of Weir’s revenues are generated outside the UK. ‘I trained in Scottish law [but] I did the English qualification and the New York Bar some time ago so I’m qualified in other legal systems. If I look on my desk now I’ve got issues in the US, Australia, South Africa, China and South Korea.’
Given the company’s international operations, the possibility of a second referendum on Scottish independence following the UK’s vote to leave the EU is something Morgan is largely unconcerned with. ‘The [Weir] Group was vocal in our support for continuing membership of the EU but now that a different decision has been made, we will encourage the government to try to ensure we retain as many benefits of EU membership as possible. Our UK businesses have traditionally benefited from single market access and free movement of people. But the vast majority of Weir’s operations are outside the UK and the EU, and so the potential consequences of Brexit for Weir are limited.’
Lisa Brown, company secretary and general counsel, Alliance Trust (Dundee)
Lisa Brown joined Dundee-based Alliance Trust in 2014. She was previously head of legal for the asset management division of Lloyds TSB in Edinburgh, where she led the Scottish Widows Investment Partnership legal team pending the sale of the business to Aberdeen Asset Management. ‘I enjoy working in organisations that are undergoing change,’ says Brown, ‘and joined Lloyds precisely because of the sales process.’
A similar motive led her to join Alliance Trust. ‘I joined on the assumption that there may be some interesting work here given its shareholder base. Alliance Trust is also a strange beast because we’re an investment trust with operating subsidiaries, one of which is an investment management company, another a savings platform. They are both regulated entities so the work is incredibly varied from a legal perspective. We’ve a very small team and we need to turn our hand to everything.’
Kenny Robertson, head of business services legal, The Royal Bank of Scotland
The term ‘fintech’ has been used to describe everything from blockchain technology to rebadged automation, and while discussions of its impact are largely based on educated guesses regarding technological and societal change, one development in the sector will almost certainly reshape the financial services industry.
When it is finally introduced, the second payment services directive (PSD2) will compel banks to open up their application programming interfaces (APIs) – the software code that allows access to information – to third parties. The public concern from large banks is that, once able to access customer data, smaller companies will be able to build competing financial services management applications that reduce customer interaction with the bank itself.
The Royal Bank of Scotland (RBS), which has one of the most successful mobile banking apps in the market, would have every reason to be concerned, but it has embraced fintech by opening an innovation hub at its Gogarburn headquarters and placing scouts in Silicon Valley and Israel. Kenny Robertson, head of business services legal at RBS, has been closely involved in these initiatives. ‘We’re trying to find out what best practice, new technology and market trends are emerging and bring some of it back to the UK and feed it into our innovation pipeline,’ says Robertson. ‘It’s very competitive – RBS is competing with all the other major banks in trying to get an advantage by developing sustainable relationships with best-in-class technology start-ups and SMEs.’ While it is a competitive space, it has given the lawyers a chance to work at the sharp end of an emerging sector. ‘For the legal team, all of this has been great – we’re supporting the deployment of new and emerging technologies in an area of genuine disruption and growth in the industry’.