Group general counsel | Waystone
Padraic Roche
Group general counsel | Waystone
Team size: 80+
What are the most significant cases or transactions that your legal team has recently been involved in?
Acquisition of the Ireland and UK business of Link Fund Solutions. Last year, the Waystone legal team played a key role is what was a pivotal transition for the Group – and indeed the asset management industry in the UK – when Waystone acquired the UK and Irish business of Link Fund Solutions from its Australian listed parent, Link Group. Due to the well-publicised FCA investigation into certain historic aspects of elements of the target business, the transaction was structured as a mix of Business Transfer Agreements (BTAs) and Share Purchase Agreement (SPA). In addition, a compromise Transitional Services Agreement (TSA) was negotiated with the Seller, and very close co-operation and consultation with the UK regulator, the FCA, was required throughout the process.
In summary, this was a very complex and somewhat novel M&A transaction that took place in a highly regulated environment and the Waystone legal team played a pivotal role in making it happen.
The Waystone Group has been heavily focused on M&A over the past four years. This has led to a group of over 1,700 employees spanning 14 jurisdictions and 25 offices. There is a large amount of work underway by the group to move all of the acquired companies to a “one Waystone” operating model. The legal team is playing a key role in supporting this integration work, through items such as developing new contract templates, vendor contract updates, support to our people and development department and support for internal governance changes. This is an example of the team using its legal and professional experience to add value to the Group.
How have you attempted to bring the legal department closer to your business colleagues?
In the past year we have re-organised our legal department to better align with the overall group operating model which has a focus on “in country” operational delivery. We have therefore moved the direct reporting lines for our local heads of legal to the managing director for the relevant country or jurisdiction. For example, the head of legal for Ireland reports directly to the managing director for Ireland, and the Irish legal team sits in the Irish budget or P&L. There is a dotted reporting line into the group head of legal to ensure consistency of approach across the group legal function, but it means that the local legal teams are closer to the business they serve on a daily basis, while also having the support of the overall Group legal structure.
How does the in-house legal function contribute to the overall dispute resolution strategy of the organisation?
The in-house legal team plays a key role in any material disputes that the Group is engaged in. This involves more than just day to day support or instruction of external counsel (if relevant). The legal team, and in particular senior member of the team, are expected and encouraged by the business leaders to provide input on strategy for dispute resolution and have a seat at the table for all key discussions in respect of this, including at an early stage, before any formal proceedings may have been issued.
What are some of the main trends in the industry sector you work in in Ireland?
A main trend over the past number of years, and one I see continuing, is that of consolidation. As a third-party service provider in the regulated financial services sector, the regulatory demands are ever increasing. We are seeking this currently with the upcoming (Jan 2025) applicability of the Digital Operational Resilience Act (DORA) and the publication of the final form of AIFMD II.
As a large and global firm, we are well positioned and have the necessary resources to ensure compliance with an expanding suite of requirements across our business. However, it is only natural that this will be more challenging for smaller players in the market, therefore leading to more consolidation, either through M&A or the move of business by sponsors or clients to larger organisations such as Waystone who benefit from global scale and local expertise.
Group general counsel | Waystone
General Counsel & Company Secretary | Malin
‘In terms of challenges, it’s about being able to deal with the issues which come across your desk – for example crisis management’, Padraic Roche says. ‘As head of legal...