Interview with Warburtons General Counsel, David Morgan

Those of you that know me will know that I can’t walk past a bakers without checking that there might be a bakewell tart in distress, looking to be ‘rescued’.

So the fact that I am featuring the GC of Warburtons only a fortnight after the GC of Greggs, in the first IHLJ newsletter, is probably no coincidence!

David Morgan, is a fine example of a solicitor who wasn’t afraid to move in-house very soon after qualification.

Having returned to university to study law, after an early career in business management, and then qualifying at what is now Addleshaw Goddard , David moved into industry.

Below, David shares some reflections and insights derived from 18 years as an in-house lawyer, the last four years of which have been as both General Counsel and Company Secretary in what is surely one of the nation’s favourite family run bakeries.

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David, some GC’s we speak to work for companies that are a little under the radar but Warburtons needs no introduction really, does it?

Surely all of us have tried at least one Warburtons’ product – perhaps a crumpet smothered in beans, or a thick slice of toast dripping in butter or maybe a bagel, pancake, muffin, pitta or teacake?

I’m starting to see why I might have put on a few pounds since starting work at that famous family bakers. I think the rest is just numbers – over ? a billion in sales, 12 bakeries, 18 depots, 5,000 staff and a lot of baked goods.

Dare I even ask what attracted you to working there!?

Teacakes, thin bagels and fruit loaf!

The company was also considering its strategic options as it plans the move from generation 5 to generation 6 family ownership. The business also has a number of strategic challenges to address and, most importantly, everyone I met seemed friendly and engaging.

What challenges have you encountered so far and any highlights from a legal standpoint?

I started with Warburtons in April 2020 – so that was a bit of a challenge.

It’s the first time I’ve ever left a job and joined one from the comfort of my living room… It was also a fairly unusual induction meeting everyone over a screen. There were also some initial projects that were interesting – setting up Batch Ventures LLP in order to take equity stakes in food start ups like Insane Grain and Snackzilla. We also started the distribution of private label bread for the Co-op and began trialling Ellie Warburtons cakes as a potential new venture.

I don’t know whether they have been highlights, or perhaps just what has mentally scarred me the most – but my most memorable legal things to date have been:

Acquiring the protein assets of the Vion Food Group in a about a 6 week period (bringing nearly an extra 7,000 staff and ￡1 billion of additional turnover to the 2 Sisters / Boparan group and then immediately going into a merger investigation with the Competition & Markets Authority; helping on the ￡820 million bond placement at 2 Sisters; and completing a pre-pack administration acquisition on the same day that 11 officials from the Competition & Markets Authority turned up to undertake a “dawn raid”.

What are the key issues are you facing as a business and what is the impact for you as an in-house lawyer?

Probably like any company at the moment we have the nightmare of inflation (in our case across utilities, wheat and other raw materials, labour costs and pretty much every other input to our products). That makes for a very tough market. We then also overlay that with the strategic issue of the long term decline in bread volumes and a significant amount of bread capacity in the market. Finally, we’ll also starting to welcome generation 6 of the Warburton family to the business who will eventually assume the reigns in the future. For me, this means trying to keep legal, insurance and company secretarial costs as lean and efficient as possible. It also requires me to support our general efficiency drive as well as helping with other projects that will support the future profit growth of the company.

From you past experience in and out of legal practice, what would you like law firms to do to improve their service offering?

Become better risk takers so that they resource differently to enable them to offer pricing models to clients that is consistent with the value of the work. In fairness, some of this is now happening with ALSPs, Managed Services and other models.

When you’re hiring lawyers, what are the most important qualities you look for?

Good technical capability (people say it is a given, I prefer to know there is a good technical approach – even if the knowledge isn’t there across all areas).

A down to earth communication style and a problem solving instinct.

An interest in business and its drivers combined with a willingness to take risk – rather than taking risk minimisation as the first port of call.

For someone to be ego free (or at least very light) – recognising that legal is just a small cog in business with no automatic entitlement to a voice anymore than anyone else

How did you get into law?

Well I spent the first few years of my career on a general management “programme” and then doing management roles. It felt relatively without direction to me so I decided to jump back to university for the allure of a single plastic mattress, student accommodation and a training contract with Addleshaws. I thought it provided structure and an easier way to organise and manage a career… It certainly did that (but I found private practice wasn’t for me either back then, as it was probably a little too much structure and hierarchy).

What’s the most memorable interview question you’ve ever had to answer?

“What is the point of you anyway” – it was simple, got to the heat of the matter but surprisingly direct!

What advice would you give to people thinking of moving in-house?

Speak to people in-house from different environments first, and be clear what it is about their experience that interests you.

Understand your motivations and ambitions and whether working in-house will deliver them.

Think about the type of in-house environment you’d like to be in – it is as wide a field as all of private practice (it won’t deliver the same things everywhere you go).

Feel free to be ambitious – I moved in house after less than 1 year pqe. Having interviewed plenty of people from associates to partners, private practice doesn’t necessarily make you a better lawyer or one that is able to advise and direct business well.

So you’d advise junior lawyers to take the plunge and move in-house early?

Definitely!

What makes a good in-house lawyer?

I don’t think there is one straight answer to that as different in-house environments will need different things (depending on the size of business and structure of the legal team). I’d base my answer on what people have said they appreciate from me:

• Giving a clear view on what we should do, less legal advice and more practical steps
• Approachability
• Calmness
• Sense of humour (not sure whether that is about myself, business issues or just generally!)
• Directness
• Clarity of thought and expression
• Taking a big picture view

I think what this really amounts to is trying to make others’ working lives easier, to help them achieve business outcomes and to help lighten the load a little. I think for me there is also something in taking a view on when the law doesn’t matter or being comfortable in taking some risks! I’ve probably realised how little things really matter the more grey hairs I’ve accumulated. I think the larger the organisation and the more structured it is, the room to be able to demonstrate these things is probably a little less (but then I’ve never been in a really large in house team to be able to confidently comment).

What’s most important in the first 100 days of being in-house?

Get to know the business, its drivers and people. Work out how and where you can make a difference. Start to build relationship and have a plan of action for the future.

When should a company hire its first in-house legal counsel?

I would look for there to be sufficient underlying demand (and therefore saving external legal costs) to justify the headcount, unless a company is so dissatisfied with the style of the advice it is getting that it wants a change – but the alternative might just be a case of shopping for the right external law firm.

I wouldn’t say there is a particular turnover / profit or employee number that dictates there being sufficient “demand”– it will always vary by industry, by growth plan and economic conditions. A ￡1 billion turnover business could have less demand than a ￡100 million turnover business depending on its industry and the legal demands this creates. For example the addition of the ￡1 billion Vion protein assets didn’t add much in the way of legal workload after the acquisition was absorbed.

I think you’d want enough existing commercial contracting, disputes, employment law issues, property acquisitions or leases, governance, acquisitions/disposals/joint ventures etc to say the time is right to have your own adviser. This might also involve giving that person additional responsibilities to make it worthwhile for the company and for the individual – that could be managing insurance arrangements, being the company secretary to the Board, overseeing HR or health & safety, property or other areas of business operations.

Even if you are about to enter a specific project like listing the company or a significant acquisition – a full time employee might not be the right immediate answer and an interim / consultant or retainer with law firms might be better until you understand the underlying demand of “business as usual”.

What do you do to support your mental health and that of your team?

I try to have a sense of humour about myself, to hopefully realise work is not an end in itself and to ensure I spend enough time having coffee, cake and very moderate amounts of exercise to pretend I have a balanced lifestyle!

For my team, I hopefully give them the space and encouragement to know they should look after themselves and their family first.

What do you enjoy when you’re not working?

Eating. Walking our dog (unless it is tipping it down – when the enjoyment drains away!). Occasionally I get to the cinema, go on holidays and squat in front of the TV vegetating.

I’m also a Governor at Leeds Beckett University. This gives me a really different perspective on Boards, organisation management, what an institution can do and how it thinks about its place in the world and the legacy it wants to have. I’m also a trustee of GORSE Academies Trust (which is a multi-academy trust of primary, secondary and sixth form schools in the Leeds region). I’m probably less useful to them than I used to be, but again I think it’s really useful to see decision making and organisation development from a different perspective.

What was your very first job?

Working in the Spar behind the deli counter – doing my best to guess what cutting 200g of cheese would be…

If you could spend an hour with anyone in the world, right now, who would it be?

If I could cope, I’d probably spend an hour with Liz Truss and just ask “Why?”

Favourite restaurant?

The Ivy, Leeds. Have you tried the shepherds pie? It is delicious – if only I could control my drooling before it arrived at the table (the embarrassment probably keeps me away from visiting too often! ). Also, it is always less expensive than what I have steeled myself for – it’s wonderfully reassuring when I’ve set my price expectations too high (perhaps I should be more regularly tight fisted)…

Favourite holiday destination?

I think my favourite destination was a trip around Chile and Argentina – incredible scenery, friendly people, some great towns (though I’d need to work on my tango) and they manage a good bottle of red and the steak is truly tasty!

Guilty pleasure?

Chocolate – probably to the delight of Green & Blacks, Hotel Chocolat, Charbonnel et Walker, Lindt and many other purveyors that I consume with a frequency and volume that can’t be good for me other than the knowledge that I must be helping the industry with its sales…

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