Nicholas Fletcher graduated with an LL.B. from Bristol University in 1983 and has been with Clifford Chance — the world’s largest law firm by revenue — ever since. After the fall of the Iron Curtain, the Englishman crossed the channel and set up shop in Warsaw, where he became the managing partner four years later.
Fletcher is an M&A attorney with a specialty in private equity transactions. In November 2007, he and the Clifford Chance Warsaw team (the firm has nearly 50 attorneys in Poland) worked on the second-largest private equity transaction in the country’s history, advising European private equity firm Bridgepoint on the acquisition of a 75 percent stake in CTL Logistics, the biggest private rail freight operator in Poland.
After 10 years in Warsaw, Fletcher will be entering another former Eastern Bloc country with a new legal system next September, when he is set to open a new Clifford Chance office in Kiev, Ukraine.
Why did you choose to practice overseas?
The mid-’90s was Clifford Chance’s most intensive period of expansion overseas. It started with a mini-recession in the U.K. market. Opportunities arose to go overseas. I liked the firm, and I was hoping that it would lead to partnership. After a degree of thought, I volunteered to go abroad. In 1994, the Warsaw office opened, and I’ve been here ever since. I’m not married, which was part of the decision.
Does Clifford Chance give any perks for working abroad?
There’s a Clifford Chance common policy which gives allowances for accommodations, flights and a hardship allowance. It’s part of the common process. From my point of view, it wasn’t really the important issue.
I pay Polish taxes — I’m a Polish tax resident. They’re 19 percent lower, but there are less allowances and rate cuts and no tax-free thresholds.
Did you experience any culture shock when you first arrived in 1994?
Shock is a bit too strong. What you have to do is think back: Everyone experienced changes in culture based on the state of the country. Only just over four years earlier, Poland had been a Communist country. It still had a residual impact of the history up until 1989 that manifested itself in a number of respects. There were tangible things — the buildings in Warsaw have little quality development — you see it in the physical landscape.
How did that culture affect your lifestyle?
My lifestyle was affected by the limited number of bars, restaurants, clubs. There was a concentration of people around certain limited places. There weren’t any Western retail outlets that you’d recognize. The choice and variety of food was extremely limited — you wouldn’t be able to go out and get sushi or Italian or French or quality Indian. It was either hotel restaurants or traditional restaurants around the old town. What it meant was every time there was a new restaurant it was a big event in lifestyle out of work. That wasn’t a shock, I knew it was the case. The difficult part was the work side of things — working in a country where you don’t speak the language and don’t know the legal system.
How was the legal system different from the U.K. or the U.S.?
The biggest differences were the things that you take for granted. Doing relatively standard transactions suddenly became difficult, and from a work point of view just acting as a corporate M&A lawyer became difficult. The legal system had not had to deal with any of the things relevant to any of the work I do. They didn’t need to have a developed corporate legal system when everything was controlled by the state. There was no stock market, no one bought and sold shares or companies because they were all owned by the state.
Is it more like a U.K. or U.S. system now?
There has been massive change and development in the legal system in every area. Now I find my work and the transactions I do are more similar to what I would do in London. There is still a tradition, not entirely Communist, but a bureaucracy tradition. It can be very frustrating particularly if you come from a U.S. or U.K. background. There are formalities in terms of documentation, things need to be notarized, you need stamps on all sorts of things.
Can you give me an example of a work experience unique to the Polish legal system?
On one occasion, we were signing a letter of intent with the Polish post office and a Swedish bank. It was going to be a formal signing with the ambassador of Sweden. Just before, I was ushered into a room and told there was an urgent last-minute amendment. Notwithstanding all that big ceremony, the deal never happened. There was a complete change of mind politically within the Polish post. So that’s an example of an awful lot of effort for absolutely nothing.
Is the office environment different as well?
It has more variety — a little bit less of a factory feel than, say, a London or New York office. It’s a little bit more homey and friendly, with probably slightly less head-down discipline.
What about the after-work culture?
It’s a bit unique — different from London and New York. In London firms there’s a drink-after-work culture. Everyone tends to have an hour commute home and live in dull suburbs, so when they finish work, rather than go home, they go for a drink — which usually means five drinks. In Warsaw, it’s different. Everyone here wants to go home, go back to their families. The last thing they want to do is hang out in Warsaw. So the casual go-out-after-work culture doesn’t exist. If you go out after work, there is much more structure — there needs to be a time, a reservation.
How has the culture evolved over the years?
The change here would be changes we’ve been seeing over the past 14 years. This place is beginning to look like any other place. Now I can go to the shops and shop in Tesco, Marks & Spencer, Zara. I can go to the cinema — there’s a multiplex nearby. The penetration of English is improving. People have traveled. There certainly has been a lot of building development in Warsaw over the last 10 years, and also some renovation and reconstruction of older buildings.
From what you’ve seen on your trips to Kiev in preparation for the office opening in September, do you anticipate another big change?
I’m sure it’s going to be a different legal culture again. In Poland, there was enormous incentive for Poland to reform its legal system — all part of the process of joining the EU. There were a lot of changes around Poland becoming part of the EU, and that provided a strong incentive for reform channeled in a certain way. You don’t have that in the Ukraine. There’s still a legal system with a Soviet legacy. You haven’t got the EU process.