The fact that creating a list of the best and the brightest of Europe's in-house bar is challenging has nothing to do with a lack of legal talent in Europe. Rather it's a lack of visibility that makes finding Europe's leading GCs akin to spotting a needle in a haystack.
For example, take Jan Eijsbouts, general counsel of Akzo Nobel, the world's largest paint maker. Although Eijsbouts is lauded by his peers as one of Europe's leading attorneys, a Google search of his name results in about 300 hits.
Compare that to a similar search of some of the U.S.'s top general counsel, such as Viacom's Michael Fricklas, whose name returns nearly 23,000 Google hits. In fact, when InsideCounsel contacted one media department seeking information about a GC featured in this article, we received a strange response: "We have no idea who that is."
But just as the in-house bar in the U.S. was once considered the backwoods of the legal community, leading European general counsel are changing the way European businesspeople view in-house counsel. And while in-house jobs are far from being Europe's most sought after legal positions, the general counsel featured in this article have done more than just act as their clients' corporate gatekeepers--they have made Europe's in-house community impossible to ignore.
"General counsel in Europe have gone from being viewed as a 'necessary evil' to being a partner and facilitator of the business," says Beat Hess, general counsel of Netherlands-based Royal Dutch Shell.
Hess and the other lawyers featured in this article are some of Europe's finest in-house talent. And these GCs' tales of success and strife are sure to resonate with their counterparts across the Atlantic.
Royal Dutch Shell
[General counsel have] gone from being a humble servant-secretary of executive management and the board to being a steady participant in and contributor to their meetings.
--Beat Hess, 57
If there were such a thing as an official list of the founding fathers of Europe's in-house bar, Beat Hess would be on the top of that list.
"Beat is the classic example of a responsible, diligent leader, who can operate and manage the legal function and also deal with the board," says Leigh Dance, president of ELD Project Marketing International Inc., a consultancy that helps legal departments with international expansion.
This Swiss native, whose educational background spans from universities in Geneva, Switzerland, to Miami, Fla., first went in house in 1977 as legal counsel to BBC Brown Boveri, a multinational engineering manufacturer. Climbing the corporate ranks, Hess eventually landed the coveted position as global corporate counsel to Netherlands-based Royal Dutch Shell in 2003. And as if manning the helm of a 700-attorney legal team at the world's third-largest oil company isn't challenging enough, Hess faced one of the largest scandals to rock the oil industry just months after joining the company. In January 2004, several regulatory agencies, including the SEC and the DO J, accused the company of misstating oil reserves over a five-year period. The probe led to the resignation of former chairman and CEO Philip Watts.
"I decided to go for a strategy of immediate, full and transparent cooperation with all agencies involved and to settle controversies as quickly as possible," Hess says. "This approach led to the conclusion of all investigations within a short period of time so that Shell could move on with its business."
One major factor that contributed to the quick resolution was that Hess had already strengthened the company's legal function before the scandal broke. Hess established a "One Team" legal model, where he set common goals for the international legal team and actually relocated half of the attorneys from the London office to the legal headquarters in The Hague.
In addition to handling the reserves crisis, Hess managed in the same year to oversee the mega-merger of Shell's two parent companies, Royal Dutch and Shell Transport and Trading, into one single parent, Royal Dutch Shell. The merger created a company worth $219 billion.
U.S. in-house attorneys' gripes about the erosion of attorney-client privilege pale in comparison to the problems European GCs face--in Europe the privilege doesn't apply to in-house counsel. But if Jan Eijsbouts, general counsel of Dutch chemical company Akzo Nobel, has anything to say about it, that is about to change.
"Jan is leading the fight for attorneyclient privilege for Europe's general counsel," says Paul Smith, partner at Eversheds. "His efforts have made him a hero for Europe's in-house bar."
At press time, Eijsbouts, 62, was taking the fight for privilege to Europe's highest court, the European Court of Justice (EC J). In February 2003, European Commission agents raided Akzo Nobel's London offices and confiscated several documents, including two letters between Akzo attorneys and management.
Prosecutors later used those documents to try the company for antitrust violations. Eijsbouts has fought the case all the way to the EC J, claiming the charges should be tossed because the documents were privileged. And if Eijsbouts succeeds in getting the EC J to create uniform privilege rights for in-house counsel in the EU , he will not only be a champion for Europe's lawyers, but also for U.S. attorneys who will have privilege protection for their communications with European clients.
Eijsbouts' privilege crusade isn't the only thing to put him on the map, though. He has also successfully led Akzo through a series of large mergers while totally restructuring the company's legal team and adopting a U.S.-style partnering model, whereby he drastically reduced the number of outside firms he uses from hundreds to less than 20.
When I left private practice 20 years ago, you were regarded as damaging your career by moving in house. Now there is much more movement between inhouse and private practice, which I think is healthy.
--Anne Fletcher, 47
When the telecom industry went belly up in 2001, British Telecom Group's debt ballooned to a reported $45 billion; the company posted a net loss of $3.5 billion; its share price dipped to $7; and amid the chaos, the chairman resigned.
Luckily, BT had Anne Fletcher at the helm of its legal department. While most general counsel would have panicked, Fletcher, who had worked as a lawyer for BT for 15 years before taking on the general counsel role in early 2001, confronted the crisis head on, engineering a series of deals that brought BT back from the brink of disaster.
"Anne is an indomitable character," says Alistair Graham, partner in White & Case's London office. "She's incredibly hard working and inspires people around her."
In June 2001, Fletcher put together the U.K.'s largest-ever rights issue, which allowed existing BT shareholders to buy shares at a steep discount--infusing the company with nearly $12 billion of much needed capital.
Then Fletcher set about shedding BT's non-core assets. Her team sold off the majority of BT's mobile businesses, unwound BT's joint venture with AT&T and sold or leased back the majority of the company's U.K. property portfolio, which included approximately 6,700 properties.
"If I ever had a challenge at BT," Fletcher says, "it was getting through that first 12 months as general counsel." Thanks in large part to Fletcher's brilliant crisis management, the once foundering company currently spans 170 countries, is the U.K.'s largest phone carrier and rakes in about $30 billion annually. Not only did Fletcher save BT, but also proved to Europe's businesspeople that a GC can do much more than simply provide legal advice.
While monitoring law firms' diversity efforts has become commonplace in the U.S., it's still a fairly new concept in Europe. Mark Harding, general counsel of Barclays, the U.K.'s largest bank, plans on changing that.
In 2006 Harding, 46, demanded that Barclays' law firms provide statistics on the gender and ethnic make-up of their staff if they wanted to continue receiving assignments from the bank. Harding's move may change the culture of Europe's law firms, most of which had refused to disclose demographic information to anyone prior to Barclays' request.
"Mark has used his position to make a big thing of diversity issues and corporate responsibility," says Mark Campbell, a partner in Clifford Chance's London office. Harding, though, isn't satisfied with just changing law firm culture--he also is using his position and the position of other senior legal officers to make changes to European laws and policies. In March 2005 he became a founding executive of the GC100, an invitation-only lobbying and networking group for in-house lawyers from the FTSE 100 (the 100 most highly capitalized companies listed on the London Stock Exchange).
Among many other initiatives, GC100, of which Harding is now chair, has actively opposed the use of U.K. extradition laws against alleged white-collar criminals and sought to stop the passage of the controversial Companies Act--the U.K. equivalent of Sarbanes-Oxley. The group, which also includes David Jackson from BP and Rupert Bondy from GlaxoSmithKline, also shares best practices on compliance and risk management.
Harding's prominence in the European in-house bar will no doubt increase if Barclays successfully merges with Dutch bank ABN AMRO . If that happens, Harding will become the general counsel of the world's fifth largest bank.
legal & general
In January 2005, Geoffrey Timms, general counsel of one of the U.K.'s largest health insurers, Legal & General (L&G), did something completely unheard of in the U.K.--he took on the Financial Services Authority (FSA ), the U.K.'s equivalent of the SEC .
But what is especially remarkable about Timms' move is that instead of hiring a heavy-hitting law firm attorney to go before the FSA , he appeared before the regulator himself. By doing so, he sent a strong message that not everyone in Europe's in-house bar was going to cower before regulators.
"He had external counsel helping him with the case, but he actually did the advocacy himself," says Aleen Gulvanessian, corporate partner in Evershed's London office. "It was quite a brave thing to have done, and I don't know a lot of general counsel who would have done the same."
In October 2003 the FSA accused L&G of fraudulent sales practices, alleging the company pushed insurance policies to people who did not need them. But instead of paying the $750,000 fine it levied against L&G, Timms, 47, appealed the decision to the Financial Services and Markets Tribunal, an independent judicial body governing the FSA . Although the tribunal upheld the FSA 's case, it cleared L&G of many of the charges, halved the hefty fine and chastised the FSA for mismanaging the L&G investigation. As a result of the case, the FSA is revising its enforcement procedures for the first time.
If that wasn't enough to keep him busy, Timms also found the time to create a network of preferred provider law firms for Legal & General and has been a frequent lecturer on legal department management.
In a world of increased competition, the biggest challenge for general counsel in Europe, like elsewhere, will be to try and reconcile their role as business partners and their role as gatekeepers.
--Franck Tassan, 43
Since beginning as a single store in 1960, Paris-based Carrefour has grown up to be Europe's largest retailer. It now employs 437,000 people spanning 30 countries and has annual sales of $88.5 billion.
In fact, the company grew so rapidly that France barred the company in 1996 from opening any new stores on its home turf. But Carrefour was not ready to slow down. Instead, Carrefour forged into new global markets with General Counsel Franck Tassan clearing the path.
When Tassan joined Carrefour in 1996 as senior international corporate counsel, his first role was to advise the company in its European expansion plans. Before long, Tassan was not only navigating Carrefour through Europe's patchwork of laws and regulations, but also was leading the company into emerging marketplaces such as Brazil, Indonesia, Poland and Turkey. But no county presented a greater challenge than China.
In 2001 Chinese authorities launched an investigation against the company, alleging licensing agreements they made prior to China's entry into the WTO contradicted state law. The confusion almost brought the company's rapid growth in Asia to a halt.
"I assisted and advised the management, the legal department and our outside legal counsel in China in reorganizing the equity structures of our joint ventures, selecting new partners and renegotiating joint venture agreements to make them fully compliant with Chinese laws and regulations," Tassan says. The approach succeeded. In 2006, Carrefour did more than $3 billion of sales in China, trumping its top competitor Wal-Mart.
Tassan's success with navigating the murky waters of international expansion is due in large part to his innovative restructuring of the legal department. With his 163-person legal staff spread over 30 countries, Tassan successfully established clear reporting lines from each countries' legal directors to his home base in Paris, all the while fostering a sense of community among his multinational team.