In-House Counsel of the Month: Arabella Hinton, Head of Competition Law, O2

Each month we focus on the work and interests of either a regulator or an in-house counsel. This month we interviewed Arabella Hinton, the Head of Competition Law at O2 which is the UK arm of Telefonica.

Q. What is your background and how did you become the Head of Competition Law at Telefónica UK (O2)?

A. I studied Law (European Legal Studies) LLB at Durham University, which also involved a fantastic Erasmus year studying European Law in French and German at the University of Fribourg, Switzerland. The competition law modules I studied resonated and I went on to qualify as an Associate in the Competition team of Orrick, Herrington & Sutcliffe in London (with time spent in Frankfurt and Brussels) before moving to the competition team of Kirkland & Ellis International LLP, where I also completed my Masters in European Competition Law at Kings College London (part-time). After several years I started to look to broaden my technical experience, an opportunity presented itself to take a maternity cover role at O2, offering the range of work that I was searching for. I haven’t looked back since.

The Legal & Regulatory team at O2 are an award-winning dynamic, creative and friendly group of individuals and the work is fascinating and ever-changing with new challenges cropping up regularly. When I was offered a promotion to be the Head of my team, I jumped at it. I am lucky to be well-supported by my peers and also to have been given a free rein to shape the role as I wish. As an in-house competition lawyer working in a fast-moving market, which is facing considerable regulatory scrutiny, the role has an increasing importance to the business. Not simply from a compliance perspective but in assisting the company to bring new products and services to our customers and to explore new digital opportunities. As a result I have direct and regular contact with senior management (this is also encouraged with our junior lawyers) and a great insight into the close workings of the company across the entire range of business units.

Q. What developments in competition law are of interest to you?

A. In Europe at present, the telecommunications market is undergoing substantial change against the backdrop of the European Commission’s Digital Single Market agenda. There is a growing trend for consolidation in Europe (whether horizontal or vertical). Operators are adapting to survive in their national markets. In a world where operators are required to invest enormous sums of money to maintain and install infrastructure to continue to offer the services at the level their customers expect, there are multiple new market developments posing additional competitive constraints, whether it concerns the advent of convergence or the growing influence of Over-The-Top Players. In addition, the European Commission is reviewing the EU telecoms regulatory framework, introducing net neutrality principles to regulate the way the flow of internet-based traffic is controlled in the EU and also abolishing roaming charges.

In the UK, Ofcom published its discussion document last year regarding the challenges facing the UK’s telecommunications sector as part of its Digital Communications Review (DCR). The review is Ofcom’s second major assessment of the wider telecommunications sector, the first of which was completed ten years ago. Ofcom’s aim is to ensure that the UK’s digital communications markets continue to work for both consumers and businesses providing coverage, choice, affordable prices and quality of service. With approval from the UK Competition and Markets Authority (CMA), BT has just acquired the mobile operator EE and unrivalled spectrum capacity, placing renewed focus on the market power of BT Group in various key markets, such as broadband. Ofcom is due to announce its conclusions regarding the DCR shortly.

Q. You are currently involved in the proposed acquisition by CK Hutchison of O2, what practical tips can you provide regarding the management of such a large deal in-house?

A. It’s an enormous deal, worth £10.25billion to our parent company. I feel privileged to be so closely involved in a deal of such importance, not just to the company, but also to the development of telecoms competition policy more generally within Europe. The following tips have proved very helpful:

• Select advisers that know your company and that you can trust to be good business partners providing solid legal but, importantly, commercial and practical advice (and consider using different external advisers for (a) clearance, and (b) permissible integration planning. This helps with both volume of work and focus on the task at hand).
• Know your stakeholders and be mindful of their differing requirements/expectations, whether they are your own Board, your Shareholder, the other party to the transaction, your internal clients or the regulator(s).
• Create a solid multi-disciplinary in-house transaction team (e.g. encompassing individuals from all key business directorates) responsible for the management of the clearance process, working closely alongside each other as partners in the process.
• Implement a strong internal governance process to manage the volume of RFIs you will inevitably receive so that you can obtain the information you need in a timely and complete manner from the right business source.
• It might seem obvious, but remember who you represent; the target, or the acquirer. This will shape the role your team will play as the deal progresses and help you manage expectations with your shareholders. In large transactions of this type where everyone is heavily invested in the outcome, it can be easy to forget this simple fact.
• Ensure a good relationship with your communications team to enable the correct information to be shared at the right time internally and externally.

Q. What advice would you give to a law student or trainee lawyer who wants to become an in-house counsel?

A. If you are struggling to find permanent roles, don’t be afraid to take a fixed-term contract. It offers you a foot in the door and is a common route into industry. Do your research around the company and the legal team, where your role would fit within its structure and your access to senior management. The role of an in-house lawyer is multi-dimensional and allows you to develop new skills. It encompasses not just the provision of legal advice but also consideration of strategy, commerce and politics. It’s a great opportunity to broaden your network, develop new skills and explore the challenges facing any one industry at a particular moment in time.

Arabella is speaking at IBC Legal's Merger Control Event on the 13th April 2016 in Brussels.