Law In Business: Opening doors
In the second of a two-part special, Ed Thornton profiles the key UK lawyers working in private equity
July 19, 2006 at 08:03 PM
6 minute read
Barry Lawson, Bridgepoint Capital
Barry Lawson, Bridgepoint Capital's head of legal and compliance, has experienced life in markedly different in-house legal departments. Prior to joining Bridgepoint in 1998, Lawson worked in-house at 3i in a well-resourced legal department located within the structure of a large listed company.
Not that Bridgepoint is a minor player on the private equity scene. With €4.5bn (£3.1bn) under management and an average deal value of €400m (£276m), it ranks among the top 10 houses in Europe and is firmly ensconced as one of the UK's most active mid-market players.
The firm is in the process of selling Medica, the French healthcare group it acquired in 2003, for €750m (£516m), with Bridgepoint instructing Linklaters' Paris arm.
Lawson firmly believes that in-house lawyers and their external advisers perform distinct roles: "We do not try to duplicate what our external advisers can do. As a generalist, it would be rash to try to tell the specialist how to do a buy-out."
Lawson views his role as answering and dealing with specific technical issues raised by the transactional lawyers and, consequently, helping them do their job to the highest standard.
"The job of the in-house lawyer is to make sure the interface between the money and the lawyers works and that the investors' technical requirements are dealt with by the transactional lawyer."
Bridgepoint's in-house legal function consists of Lawson and one part-time in-house lawyer who together handle compliance and company law issues such as extraordinary general meetings.
Lawson thinks the role of the private equity in-house lawyer will broaden out into areas such as investor relations or risk and operational management. "The challenge in the future is to work out which doors are opening," he says.
Buchan Scott, Duke Street Capital
Buchan Scott took up the role of chief operating officer at Duke Street Capital in 2000 after spells as a corporate lawyer at Herbert Smith and an in-house lawyer at Xansa, the venture capital-controlled IT company.
"The rationale for joining Duke Street was that I had done a reasonable amount of private equity work at Herbert Smith and I was very interested in companies," he explains.
Duke Street is a high-profile mid-market player, engaged largely in deals with an enterprise value of €50m- €300m (£34m-£207m), mainly in the UK and France. The firm is currently investing its fifth fund with some €2bn (£1.4bn) of equity funds under management.
While its deals are not, in terms of volume, on the scale of some of the larger houses such as Permira or Blackstone, Scott nevertheless asserts: "These are not deals that you can do in-house."
Consequently, Duke Street's in-house legal function, comprising Scott and in-house lawyer Lily Hoff, remains on the periphery of the deal process. Scott says that while he and Hoff, who joined from Ashurst last year, assist the deal executives, most of their attention is focused on the firm's internal governance and compliance.
Scott thinks venture capital firms are more inclined than buy-out houses to perform transactional legal work in-house, since more of the deals – often in less developed sectors involving startup companies – fall through. "Having the expense of external lawyers negotiating documents is inappropriate," he says.
The main firms that Duke Street instructs are Clifford Chance and SJ Berwin. "Those firms have the trust practices so they can do the funds work sitting behind," says Scott. "There are advantages in having access to the funds people."
While Duke Street's deal makers have strong relationships with its external advisers, Scott has ultimate control over who is instructed. "If somebody is going to use somebody else [another firm], they need to come in and talk and explain why," he says. "We like to use people who understand us."
The last 12 months have seen his role expand, with Scott starting to work with a Duke Street team pitching to potential investors. Scott argues that a lawyer brings additional credibility when talking with sceptical money-men.
Scott comments: "[Potential investors] find it more straightforward and are quite relieved. You have the initial contact but part of the sale is when people move into due diligence of work."
David Dench, 3i
3i stands out in the private equity landscape, not just for its size and FTSE 100 listing, but also as the only private equity house to maintain a sizeable in-house legal team. The company's team consists of more than 20 lawyers organised in two teams, while additional lawyers are housed in its compliance and company secretarial functions.
David Dench took on the newly-created role of director of group legal services in 2003 having previously been head of investment legal services. He reports to company secretary and overall legal head Tony Brierley.
There is widespread admiration for 3i's in-house legal function among other in-house lawyers and external advisers – indeed, 3i lawyers are often courted by private practice recruiters.
One adviser comments: "The guys at 3i are very helpful, particularly in relation to some of the procedural ways in which you have to deal with things."
3i also takes an unusual approach to managing external advisers. In late 2004, eyebrows were raised in the private equity community when it over-hauled its coveted City panel, appointing individual lawyers in place of firms.
The roster included Macfarlanes partners Ian Martin and Charles Meek, Travers Smith corporate head Chris Hale and Marco Compagnoni and Derek Baird, the latter two at the time being partners with Lovells.
The strong links that exist between buy-out houses and specific partners have been much commented upon. Deal-makers want to work with lawyers they can trust and, as one in-house counsel puts it, "somebody you could sit in a room with after a 21-hour day and still work with".
However, some argue that such relationships are not sacrosanct. "To some extent, private equity professionals will follow individuals they like to work with," says one private equity in-house lawyer. "But if somebody we knew went to a much smaller firm, without the same resources, we would not follow them."
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