When forward planning pays

At the end of last year (18 December) United News & Media (UN&M) changed its name to United Business Media (UBM). This marked a new beginning for the group as it refocused on business-to-business publishing and high tech. As legal and personnel director at UBM, Jane Stables, and her team of three corporate lawyers, oversaw £3.25bn worth of disposals in 2000, including the high-profile sale of the Express Newspaper Group.
At the beginning of 2000, United had interests in trade publishing, exhibitions, television, consumer publications, national newspapers, market research, newswire distribution and stock photography. By the end of the year it had undergone major disposal of its interests in national newspapers, TV, stock photography, most of the consumer publications and half of its trade publishing and exhibition business. Stables also oversaw the legal aspects of the discontinued merger talks with Carlton and saw off the bid by Granada. External legal fees alone for 2000 are estimated to be £5m.
The year began in November 1999 with the announcement that UN&M planned to merge with Carlton. At the same time the group announced a divestment programme which would focus the company on its business to business assets. The merger was referred to the Competition Commission in January 2000.
In the same month, Granada Group announced that it might put in a bid for Carlton or UN&M. This brought Granada into the competition frame and so began six months of dealing with the Competition Commission and the Independent Television Commission.
In the meantime, UN&M was actively divesting itself of those businesses that did not fit into its long-term plans. In July alone the group was involved in four major transactions.
“In mid-July the group sold Miller Freeman USA to VNU for $650m,” says Stables, adding with feeling, “a whole week later we sold Miller Freeman Europe to Reed Elsevier for £360m and a whole three days later we sold TV assets to Granada for £1.75bn.”
The fact that Stables managed to oversee all the transactions is remarkable enough… What is more remarkable is that she did so with a small corporate team of only three in-house lawyers. For the legal director of UBM, the key is to be “massively organised”.
“You cannot plan enough,” she says. “If you plan at an early stage it normally goes smoothly. One of my main roles is to ensure that the legal aspects fit the commercial needs of the business,” she adds. “We buy in external legal advice – we do not try to act as a law firm within the company.”
Stables says she decides who is doing what within the legal team as early as possible. To do this, she says it is crucial for the in-house lawyer to be involved in the business decisions as early as possible. The more warning the team is given, the more smoothly the deal will run.
Although not on the board, Stables sits on the executive committee with the CEO, finance and strategy directors, which looks at strategic development issues. “I am grateful to be involved at an early stage. It makes it easier for the legal team,” she says.
The team had advanced warning that it was going to be a busy year when the group announced the merger with Carlton and that it planned to change the focus of the business. But she acknowledges that even with the best will in the world, you cannot always predict what is going to happen. “You cannot know everything that is going to happen,” she says. “It was a difficult period in July. You cannot totally control the timing of transactions.”
It is not always easy to persuade the management that an in-house lawyer should be involved in transactional decisions as early as possible particularly if that in-house lawyer is not on the board. But Stables says management will respond if you show that you can make a telling contribution. “If you show that you can be of practical help they will bring you in,” she says. “You have to be able to talk to the management in their language. To the businessperson, business is the most important thing and you cannot talk to them as if law is the most important. Part of the role of the in-house client is to be able to communicate.”
Stables says she was lucky with her own training, which brought her into contact with a mixture of business clients.
The key to being an effective in-house lawyer, Stables says, is a general background. She trained at Leeds firm Simpson Curtis as it then was (it subsequently became Pinsent Curtis, then Biddle Pinsent Curtis) and says she was lucky to train at a time when the firm allowed trainees to do commercial work and employment. From there she joined Freshfields.
“I applied to six or seven places, but I was particularly taken with the general commercial work. In too many firms you are required to specialise in a certain area and I didn’t want to do that.” She was able to maintain an employment specialism, which helped her land the role of personnel director when MAI plc merged with UN&M in 1996.
From Freshfields, Stables moved in-house to retailers the Ashley Group and in 1994 she joined billboards business Mills and Allen (MAI Plc) She came to United in 1996, when the group merged with MAI.
“When I joined four years ago, it was a very different company,” she says. “The criteria when I took the job was that I wanted a company that was not going to stand still. I was looking for dynamic management. I did my research and could see the company had ideas.”
As well as United’s central corporate team of four lawyers, Stables also supervises the lawyers working for the various business units – three at CMP, two at PRN and one at UAPUK. There are now also two lawyers working at the US head office. The restructuring of the group has seen a heavy focus on the US – 80% of the profits of UBM are now generated from the US, compared with only 46% at the beginning of last year.
So how did Stables manage to oversee the teams while dealing with the heavy transactional workload? She ensures she has regular monthly meetings with the teams. She travels to the US at least once every four weeks: “I do not expect the lawyers to report to me on a daily basis,” she says, “but if there is a major deal or a piece of litigation that is likely to affect shareholder value, I expect to be involved.”
The involvement extends to external advisers. Last year, following a review of external advisers, Stables decided to introduce a groupwide policy on the law firms instructed by UBM and its subsidiaries.
There is little doubt that the corporate advisers have taken the lion’s share of UBM’s work during the last year, with the external spend estimated at £5m. The lucky firms are Ashurst Morris Crisp, the former advisers to MAI, and Allen & Overy, former advisers to UN&M. Both firms were retained by Stables following the merger. Baker & McKenzie is also instructed by the group on employment and IP issues. In the US, United’s main corporate advisers are Skadden Arps Slate Meagher & Flom.
Stables likes to build up close relationships with the firms and says this helped enormously last year. She says she has a policy of involving the firms in the thinking of the business. As she likes to be involved at an early stage in the process of a transaction, she brings the external advisers on board as soon as possible.
“You can keep lawyers at arm’s length and bring them in at the last minute when you want some drafting to be done. But I think this is frustrating for them,” she says. “I try to encourage private practice lawyers to understand the issues involved and get them involved in the thinking of the business.”
With the number of deals that UBM has been involved in, Stables acknowledges it is hard to guarantee that a favoured partner at a law firm is available, sometimes at short notice. She says she has tried to build up a team of partners and lawyers at each firm who know the business well.
In her role as director of personnel, Stables has also instigated a flexible working policy, which extends to the legal team. Two of the corporate lawyers are kitted up to work from home.
With the year 2000 under her belt, the level of activity is unlikely to slow down. On this Stables will only say, “The message is that we have a strong balance sheet and we are well placed to go forward.”

Inside story: Jane Stables, United Business Media
Deals in the last year: £3.25bn worth of disposals in 2000 as United News & Media refocused its business portfolio.