General counsel | Daily Mail and General Trust
Spencer Davis
General counsel | Daily Mail and General Trust
TMT | Daily Mail and General Trust
Team size: 23 Major law firms used: Bird & Bird, Freshfields Bruckhaus Deringer, Reed Smith, Slaughter and May For Spencer Davis, GC of Daily Mail and General Trust (DMGT), last...
Team size: Fewer than 25
Major legal advisers: Slaughter & May, Baker McKenzie, Reed Smith, Bird & Bird, Squire Patton Boggs, Lewis Silkin
What are the most important transactions and litigations that you have been involved in during the last year?
The Daily Mail and General Trust (DMGT) legal team is split across the UK and North America, and advises on a multi-jurisdictional basis, across time-zones and sectors.
We delivered several strategic transactions and advised on numerous disputes. This includes the acquisition of New Scientist in March 2021 (£70m, with less than three weeks to conclude the deal); and the complex disposal of Hobsons also in March 2021 (DMGT’s US EdTech business, based in Kentucky) in two separate transactions for approximately US$410m.
This was all while ensuring that business-as-usual advice is provided internationally, and to all businesses across the group, to the leadership teams and the DMGT plc Board.
In addition, in December 2019 to January 2020, the CMA served an enforcement order on DMGT in relation to its acquisition of “The i” newspaper towards the end of 2019. The CMA asked whether the purchase could result in a lessening of competition. Ofcom and the secretary of state also investigated whether the acquisition could raise public interest concerns in relation to the need for plurality of views in newspapers. It was an incredibly labour-intensive exercise, with huge efforts by the team to respond to the information requests and manage the process.
At the same time there was a review by the Irish Competition and Consumer Protection Commission (CCPC) in to the acquisition of The i newspaper.
In March and April 2020 the secretary of state decided not to refer the acquisition to a phase two investigation, no media public interest consideration was relevant. The CMA’s report was published and cleared the acquisition.
Following enquiries by the CCPC, which initially declared the transaction as void, the transaction was then cleared in April 2020.
Furthermore, in March 2021, The Telegraph announced the outsourcing of print advertising sales to DMGT’s media division, MailMetroMedia. From 4th May, print advertising for The Telegraph will be sold by DMGT. This project with another publisher will add a wealth of expertise to the MailMetroMedia advertising department. This transition is as an example of exceptional value add, and in order to help future proof the business given decline in the newspaper sector. It allows DMGT to expand its portfolio and take a fresh approach to market, offering great solutions to customers and streamlining access and organisational approaches.
These projects were completed efficiently, successfully and fast, and all in spite of significant pressure brought by the pandemic and lockdown. I went above and beyond to ensure that our businesses and operations were adjusted according to the fast-moving Covid-19 landscape and to continue to operate as effectively as possible.
Lastly, dmg events is one of DMGT’s operating companies. Headquartered in Dubai, it has operations in UK, EU, Middle East, Africa, North America and Asia. In an ordinary year dmg events has approximately 500,000 visitors to its portfolio of c.100 exhibitions. It offers B2B events in construction, energy, hospitality and other sectors.
In 2020-21, I guided dmg events through the Covid-19 crisis, reviewing and advising on the impact on all exhibitor agreements, sponsorship arrangements, advertising and event planning relationships across more than 15 jurisdictions with an huge element of strategic advice alongside legal pragmatism. Two of dmg events’ largest events, following the onset of Covid-19, were cancelled. We guided the business through its event cancellation insurance matters, claiming millions of pounds for the business.
In addition, as a result of Covid-19, I helped add value and steered the business towards its first ever virtual event, with incredibly complex multi-jurisdictional cross border data flows and live streaming elements. It received very positive customer feedback, with a view to moving in part towards a hybrid virtual and physical event platform going forwards.
What were the main steps you took to protect the business once it became clear we were in the midst of an unprecedented challenge?
Daily Mail and General Trust operates in a variety of sectors, including EdTech, consumer media, events and exhibitions, and real estate. It has operations in the UK, EU, US, Australia, Asia, Middle East and Africa.
Given the timezones and these differing sectors it is imperative that the in-house team is able to operate as both generalists and specialists, and also across multiple geographies. This was more true than ever before over the last twelve months, with Covid-19.
The key was realising early on in March 2020 that Covid-19 was not a short-term crises, but in fact was going to be a business-as-usual issue for a very long time. This resulted in enabling members of my team to have appropriate levels of greater autonomy. There was a necessity also to be adaptable and pragmatic throughout the pandemic, which we achieved with a reset of focus. This ensured the lawyers had the correct emotional intelligence to services the businesses globally.
To ensure continuing best-in-class legal services, on a global and constant basis, I introduced a “one step” method to instruct our panel. The team adopted this new approach to triage work, remotely, and DMGT’s use of legal support, as an extension of existing resources, and as a much more effective way to manage panel law firms.
“One step” is an innovative way, efficient and straightforward means of engaging advice from the panel, at any time, on any matter, in any jurisdiction by sending an email to a generic email address. It is based on the existing resources of DMGT legal. The law firms on the panel manage their internal recipients, capacity, resources, and also find the correct specialist lawyer to assist. It also minimises any conflict issues by having more than one firm available to advise.
To ensure a homogenised approach, the “one step” method is underpinned by three core values, which all of DMGT’s panel subscribe to. This efficient and effective management of external law firms means their advice and service is aligned with DMGT’s values, and that the panel is an extension of the legal team.
In addition, in the past 12 months I’ve been heavily integrated in strategic projects to help understand what DMGT Plc is doing well during lockdown and remote working, and what could be done better, supporting the future success of DMGT. My role has been to align legal advice with strategy and objectives, balancing risks associated with the pandemic with pragmatism and commercial solutions.
I’ve also established legal centres of excellence, with clear communications, and single points of contact. This has improved operational execution across my teams, and enhanced communication and operational flexibility. These are key in Covid-19 times, where agile working has been forcefully implemented.
I’ve reviewed and recast the functional operation of DMGT’s global panel, resulting in more efficient consumption of legal services, and reduction in costs.
There are now more agile working practices for the legal teams, and stronger relationships with our panel. I’ve also lead on governance and decision-making strategies, resulting in functional effectiveness. There is now a simplified governance process, updated with the legal function acting as a central hub of excellence with greater operational efficiency at a lower cost.
The above resulted in a transition of the legal team, moving forwards and away from a slow-moving operation into an entrepreneurial, remote and highly agile function.
How have you maintained your team’s cohesion when you have been unable to see them face-to-face as regularly as usual?
We have a Microsoft Teams meeting for the UK and US teams every Monday each week to review workload, cases and files.
The team are individually encouraged to drop in on each other, ad hoc, to help forge greater closer working relationships. I will also do this, to try to mimic the water-cooler office moments that occur in the physical office environment.
The US and UK teams have a Friday 20 minutes “looking back, go forwards” session each week to discuss anything positive or of interest that’s happened over the last few days or plans for the weekend, but not work, and try to stay positive in content and theme. This helps establish greater social connections.
Every three weeks we have a 90-minute team catch-up, in the evening with a quiz and country theme, for example, US, UK, Italy or France. I have a hamper delivered to each team member so that we can all have something to enjoy and look forward to.
The team continues to attend training given by various law firms or providers, and to then arrange to share any learnings with the group. This enables the team to share their professional development, and also develop their presentation skills. Sharing their learnings is also another way for the team to share experiences.
I have encouraged the team to continue with their CPD, and also for senior members to mento junior team members, to ensure the team continues to collaborate.
Did the Brexit deal reached at the end of 2020 give you and your business greater clarity for the future?
The UK government believes that it has. The Brexit trade agreement means that the UK now has control of, amongst other things, laws and trade.
There will undoubtedly be unanswered questions. It will of course require both the EU and UK to be sensible and pragmatic about working together.
I understand that the Brexit agreement is helpfully a free trade agreement. It’s based on zero tariffs and zero quotas which has provided greater clarity.
The agreement avoids import tariffs and provides a workable foundation for the future relationship with the EU in a positive way. Automatic trade sanctions have been avoided too in certain circumstances. All of this is hugely beneficial and has resulted in a long-term friendship deal. So yes, and resultingly it will enable the UK and Europe to move forward.
In what ways do you see the in-house legal role evolving over the next few years?
In-house lawyers will become commercial officers, with a greater focus on their ability to be operationally efficient. There will be an increasing focus on an highly responsive, agile and entrepreneurial approach. This will need to operate within a corporate framework.
There will continue to be a focus on building strong relationships across a business partners, to reinforce and strengthen the ties between business person and lawyer. Lawyers will also adopt a commercial, risk-based pragmatism to all matters.
With the increase of inter-connectivity, and also homeworking, there will be a need for lawyers to be available round the clock, as businesses become more global, technology based and no longer confined to operating during office hours. The need for legal or business advice could theoretically arise at any time, and in any timezone.