Unlike some flightier in-house counsel, Vodafone’s head of legal for commercial operations, IP and corporate secretariat, Wayne Spillett, has stayed loyal to the company for close to 13 years. After a lengthy conversation, it is easy to see why.
Spillett studied both English and French law at the University of Exeter, developing a keen interest in EU law. The logical next step was a training contract at Lovells, where he qualified as a competition lawyer working out of both the firm’s London and Paris offices.
While that role scratched an academic itch, Spillett needed to come back to London full time. His boyfriend (now husband) was anchored to London as a property lawyer at Trowers & Hamlins. A role cropped up at Vodafone as a legal counsel in the competition team. As Spillett recalls, it had the attraction of almost mirroring a City law firm, having a sophisticated in-house legal team with expertise spanning M&A, litigation, patents, privacy and more.
While some GCs cite philosophical musings on the allure of going in-house and getting closer to the business, Spillett joined Vodafone for more straightforward reasons. But it is clearly one of the best decisions he has made: ‘I moved back for practical reasons to be with my husband, and I thought I’d give Vodafone a couple of years. That was in 2009 and I’m still here!’
Spillett stayed in his competition lane for the first seven years at Vodafone, with his daily dealings seeing him engage with industry bodies and representing the company before the competition authorities. Perhaps the most defining mandate from that time, however, was a large antitrust damages action pursued by Vodafone in the High Court against three semiconductor companies active in the smart card industry.
In 2014, the EU Commission fined Infineon, Philips, Samsung and Renesas €138m for their roles in a price fixing cartel in the production of smart cards, which are used in mobile phone SIM cards. Spillett recalls: ‘The big challenge in that role was moving into contentious antitrust work which we hadn’t done before. We took on the chipset manufacturers who make the SIM cards – we’d been overpaying for years because of a cartel in the supply chain. We realised we had suffered a huge loss and we needed to redress it.
‘We took them to the High Court and brought the litigation forward. I led on it for a couple of years before moving into another role. For Vodafone legal, that was a first.’
Spillett quickly realised that an in-house career is far more malleable than a private practice one. He was soon encouraged by Vodafone to branch out with its mantra of: ‘if you want to move up you have to move sideways.’ In 2016 an opportunity presented itself and Spillett moved up (and sideways) to become head of legal for partnerships and alliances.
The move allowed Spillett to expand his horizons: ‘Vodafone does consultancy for big telcos globally, whether its Telecom Argentina or our branded partners in Qatar or New Zealand. I took over the team that did all those deals, so I rolled my sleeves up, got on planes and negotiated commercial deals. I re-invented myself a bit.’
It was during this time that Spillett handled another career-defining matter: ‘We divested Vodafone Qatar, and it became a partner of the company. I went all over the world, from Argentina to Singapore to negotiate similar deals with telcos in those markets. That was tough, I was the only lawyer in the room across the table from CEOs.
I felt quite out of my comfort zone doing it, it was a great challenge and it helped me to grow as a business adviser.’
That experience of branching out gave Spillett the necessary confidence to step up and become head of legal for commercial operations and IP in 2018. As of this year, he has also added company secretariat to his remit as part of a maternity cover.
Spillett now controls a team of 30 staff, mostly lawyers but also risk and compliance professionals, trademark attorneys, patent attorneys and company secretariat professionals. He reports into group general counsel Rosemary Martin, who is a bit of a legend in in-house circles.
Spillett gives a personal account to back up her reputation: ‘Rosemary is excellent as a leader. She’s very astute, got great energy and is very forward-thinking. Whether that’s tech or diversity and inclusion she’s always pushing the boundaries.
‘When I first I joined Vodafone, and it was true at Lovells, I wasn’t out (as gay) at work. It was small gestures of allyship from people like Rosemary – like hosting an LGBT lunch where the executive committee get to know the LGBT community better – that made me feel more comfortable in my own skin. In some ways I held myself back a bit when I wasn’t out at work, but Rosemary was the first one to show me support from the top.’
While he did not think about the subtle differences much when first entering in-house law, after 13 years and with his current responsibility of overseeing Vodafone’s legal advice panel, Spillett has had a chance to reflect: ‘In-house, no one ever comes up to you and says: “write me a ten page note on X.” But on the flipside, you are often the only lawyer at the table, opposite a group of 20 people all of whom are ten years older than you and with lots of commercial experience. Early on I felt out of my comfort zone, but you quickly become that business adviser. You’re there to give your opinions on a new product or service, not just on the law.’
Having a relatively large in-house team, Spillett mostly relies on his external counsel for one-off, large projects or those which require specialist knowledge. But like most modern GCs, he also seeks to drive as much value out of the relationship as possible.
Before last year’s refresh, the previous panel saw Spillett instruct his firms to focus on legal tech. Out of that ambition came Sprite Platform, an all-in-one internal dashboard covering matter management, knowledge management and interactive playbooks created in collaboration with his external advisers.
However, for the current iteration of the panel, which comprises Slaughter and May, Linklaters, Hogan Lovells, Latham & Watkins, Osborne Clarke, TLT, Wiggin and Deloitte Legal, diversity and inclusion has been highest on the agenda. Spillett notes: ‘We are in the category that takes ESG very seriously, and we did that by building it into our tender. It did make a difference between the firms we brought on and those we didn’t.
‘In fact there were two firms who didn’t make it onto this panel, where the strong feedback we gave was that they weren’t communicating enough in those areas. They might have had the credentials, but we didn’t see it.’
Spillett is quick to state however that Vodafone legal is not trying to be dictatorial with its requirements, describing it more as a mutually beneficial relationship: ‘We’re not perfect either, so we don’t tell firms what we think ought to be done. There’s no stick, it’s much more of a collaboration and discussion. But we do ask them to report on the number of women working on our matters, the number of other people with diverse characteristics, and they have a target for those.’
And it appears this approach has worked, as evidenced by the change in firm culture. Spillett recalls the transformation from previous panel tenders: ‘We used to go once a year around all the firms and meet them all in a day. I was in the meetings with two of my colleagues who were women, and it really struck us how few women there were around the tables. It was very clear the people owning the relationship, the senior people in charge, were very much of a certain type and we needed to do something about that. We saw changes immediately. We were deliberately being a bit disruptive.’
There is no doubt that Spillett can consider himself a diversity champion – not only does he drive change externally with his law firms, internally he is an executive sponsor of Vodafone’s LGBT+ & Friends network, an initiative he has been involved with for about eight years. He is also an executive sponsor of Vodafone’s multicultural inclusion network.
However, he admits that at times it pays to be flexible with who you instruct: ‘Sometimes when you’ve got the most complex deal in the industry at the time, or you’re sued by a really aggressive opponent, you just need the best in the business no questions asked. You don’t necessarily overlook [ESG credentials], but you go for the safest pair of hands. And I think that’s just being astute as a general counsel. But that’s a very small part of being a GC.’
In terms of more routine panel requirements, Latham, Deloitte and TLT are the new entrants onto the roster, all of which were drafted in to fulfil a certain niche. Spillett says Latham was brought on to increase competition for advising on large deals, particularly relevant for Vodafone Business, the company’s dealmaking outfit. TLT was appointed for its end-to-end service, with a view to advising on a variety of matters, while at the more niche end, Deloitte has been enlisted to assist with IT, legal tech transformation and risk management. On opting for the accountancy firm, Spillett notes: ‘Those are all parts of the legal function but not services that traditional law firms tend to offer.’
Fundamentally, Spillett’s philosophy on instructing firms is a simple but effective one. He concludes: ‘Day to day, the key is wanting to work with people. It’s not just a quick transactional relationship – it’s often deals that go on for months, there’s travel together, late night conference calls. You want to get on with these people otherwise you’re making your work life miserable.
‘This is why diversity so important. It makes for a more creative and powerful team. If the cultures chime, it’s going to be mutually beneficial.’
At a glance – Wayne Spillett
2006 Trainee then associate, Lovells
2009 Solicitor, competition law, Vodafone
2013 Senior solicitor, competition law, Vodafone
2016 Head of legal, partnerships and alliances, Vodafone
2018 Head of legal for commercial operations, IP and corporate secretariat, Vodafone
Vodafone – key facts
Size of team 30
Legal spend Undisclosed
Preferred advisers Slaughter and May, Linklaters, Hogan Lovells, Latham & Watkins, Osborne Clarke, TLT, Wiggin, Deloitte Legal