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Module 2: In-House Counsel Forum – How to make the most out of internal and external legal advisors

Posted on 3 February 2022

During this live event chaired by Maria Patsalos, a Partner in our Immigration Team, was joined by a panel of experts including: Dorianne Spiteri - Chief Legal Officer Socios), Andrew Cooke (General Counsel – Fnatic) and Natalie St Cyr Clarke. The panel shared their insights into how to make the most out of internal and external legal advisors and provided practical tips to junior lawyers and students looking to pursue an alternative career in sports law.

Maria Patsalos
Hello everyone, we are delighted to welcome you back to Module 2 of the 2021/22 academic year of the Mishcon SportsWelcome to this Mishcon Sports Law Academy.  We have had over 200 people sign up for tonight’s session and I can’t wait to hear what our amazing panellists have to say.  My name is Maria Patsalos and I am a partner at Mishcon de Reya.  I specialise in Immigration and I also run the Sports Group, so I help with all sports related immigration queries including work permits for footballers and also assisting governing bodies with their sponsorship rules.  Today’s session has been marketed as an In-House Counsel Forum but what does this mean exactly?  Well, there are two main goals for today’s session.  First our esteemed panel who I will introduce shortly will be sharing their career stories and providing practical tips and advice for those looking to pursue an alternative career in sports law and secondly, the panel will be providing some insights into how to make the most of our internal and external legal advisors.  So for today’s session we welcome three great panellists; first up we have Dorian Spiteri who’s the Chief Legal Officer at Socios.com, we are also joined by Andrew Cook who is the General Counsel at Flash and finally we welcome Natalie St Cyr Clarke who is Special Counsel for the Sports Integrity, Genius Sports.  So let’s start off with hearing from each of our panellists to firstly explain their background and how they became a lawyer.  So who is going to kick off?  Let’s go with Dorian.

Dorian Spiteri

It’s a pleasure to be invited on this panel tonight.  I’d like to welcome everybody.  So I’ve been practising law for the past 11 years and I’ve been working as an in-house for the past 9 years.  I started my legal practice with a local prestigious law firm and I was mainly focussing on litigation and commercial matters however the decision to join Socios actually was that it was nothing I did at the other company, in reality it had a really lovely and exciting project of offering a product based on block chain technology and fan engagement platform for the sports and entertainment industry.

Maria Patsalos

Natalie over to you next.

Natalie St Cyr Clarke

I’ve been I guess a practising lawyer now for the past 8½ years and my career has solely been in sports.  Luckily FIBA had a post available that was… it had a more governance focus and so that meant that I was tasked with doing everything from commercial contracts to governance to other you know, regulatory matters and I was fortunate enough to also be appointed as the company secretary for the boss of the champion’s leagues.

Andrew Cook

Like Dorian I also began my career in the legal department of law firms i.e. in litigation. I did, sorry I qualified in Norton Rose and was on my way for a less than glittering career in the world of fraud and white collar crime generally and as the music industry reconfigured itself round the world of streaming that promoter started to move into stores and so therefore my portfolio extended to include some quite substantial sport events.  So as general counsel of Flash Entertainment and the media decade, I oversaw our investment in the UFC, I did over two FIFA Club world cups, I did the AFC Asian cup, multiple world championships of Jiu Jitsu, as I said, multiple UFC pay per view and front line events plus very many other sports events delivering sports events to a total of eight and a half million people during the time that I was there.

Maria Patsalos

I mean really interesting from all three of you and I am really loving obviously the journey that you have all taken in to where you are now, a really varied and, and different.  I’d like now just to talk a little bit about the transition because you all started off in private practice and then you moved into these sports roles later on.  So can you tell me about how you found the transition from private practice into, into where… your current roles, the positives, the negatives, how you found that generally?

Natalie St Cyr Clarke

In my case I think the transition was a very positive one in the sense that I relished the idea of being part of you know, a wider purpose so obviously working in a law firm your sole purpose is to give legal services whereas you know the purpose of this International Basketball Federation was to put on competitions and to protect young players and develop the game from grass roots to the professional level so being part of that meant that you know, I had to adapt a lot to you know, the culture of the company and consider things other than just legal consideration so I had to learn very quickly about the politics of the federation and the sports ecosystem in general but also you know, the objectives of the company and serving let’s say our clients which were just other departments but serving the clients in a way that was more pragmatic and, and yeah practical for the needs of the organisation with objectives of developing basketball essentially.

Dorian Spiteri

Actually echoing what Andy said, I did, although I was exposed to a lot of different legal work but I was quite compartmentalised, pigeon holed to an extent working in a firm.  So you are ordinarily assigned to one litigation team or maybe a commercial team but you don’t get the full view of the different range of legal services offered and I was very much working with corporate clients so I could see the different approach to any legal matters.  Obviously they all have more in-house knowledge of how to tackle an issue because being part of the business that is key.

Maria Patsalos

Yeah.

Dorian Spiteri

And I decided to move to an in-house role specifically for that.  I felt that I could open up to more areas of law and be more closer to the business understanding the strategy, understanding what the company wants to achieve, what it’s been through, it’s a learning process so obviously even avoiding any mistakes maybe that happened in the past and the in-house knowledge gained is obviously one of the best assets for the company moving forward for any similar situations that can arise.  So the shift was challenging but I would say overall based it was fine.

Andrew Cook

As Dorian said, you position yourself as a Swiss knife rather than as a scalpel in those situations.  You can bring all of the expertise that you want in a specific transaction ultimately in environments like this sometimes you have just got to make it happen right.  I think secondly as a litigator you become used to selling do something today to stop something happening rather than the idea of doing something today to advance something happening and selling the value of that rather than the cost right.  So again that also lends itself to risk management transition which very often it’s your landing particularly as a first lawyer in a place you are selling, let’s do this now so you know, you don’t crash the car into a wall and one of my principles has always been team build, you know, I’m not here to fire silver bullets by which I mean I am not interested in saving the say, I am interested in the bad thing not happening and let’s invest to do that.

Maria Patsalos   

Excellent.  A lot of good advice there.  One thing that Natalie you mentioned earlier was about this kind of tension between in-house lawyers and, and the, the rest of the company who see the lawyers as ‘uh oh here comes the, the no brigade’.  So do you have any advice for any non-legal professionals on how to make the most of in-house counsel?

Natalie St Cyr Clarke 

Definitely.  I found that my work was most effective when I was involved at the earlier stage possible for instance, in negotiating a contract for some deal because quite often the you know, the commercial guys would negotiate something and then put it on our desk and say, ‘okay look at this, review this’.  No context, no…

Maria Patsalos  

Signing off…

Natalie St Cyr Clarke 

…exactly so obviously from my perspective is looking at some of the risks in the contract, obviously some of them we can let slide for the business objective but if that’s not explained and if we don’t fully understand what the business objective is then the job of reviewing something is so much harder than it needs to be so… and also if we are involved from the beginning in negotiations then we can, we can assist in those things you know, we can provide advice as to how you should approach the situation or let you know the limits of what we are able to do and then it is easier for you to kind of draw red lines so that’s probably the best thing I would say – involve in-house lawyers and things from the beginning because obviously if we say no at a later stage and you have already agreed a deal with someone then you might have some egg on your face when you go back to a sponsor and say, actually we can’t do this.

Dorian Spiteri

My views are pretty much aligned to the extent that I think the general perception by in-house departments besides legal is that the legal tend to be deal blockers so actually they might be dreading the moment they have to run it past legal fearing that they will either delay the process or we stop and call off the deal completely.  In reality that is exactly the opposite.  We have very much, ‘ah yes we can, let’s do this’ attitude obviously within the legal perimeters.  I work within the Block chain industry so being faced with a very fragmented regularity framework it is also very challenging so what has worked in one particular situation with one particular partner might not be applicable for a different although very similar deal.  As Natalie mentioned, I think fostering that good relationship with colleagues is key because the moment you gain people’s trust within the company I think it is a matter of them understanding your concerns.  You highlight risks in reality, not because you want to block any deals but you just want to make sure that the company does not encounter any issues or legal disputes down the line.

Andrew Cook

I would take the slightly contrary view on this actually which is I think lawyers are very, very needy and they confuse, I’ve just written an article for the Law Society to this effect  which I wanted to call ‘Why Facetime was Bullshit’ but they wouldn’t allow me to do it but fundamentally we can, we confuse what we think is good service to what the client thinks is good service which is driven by practices that come from again, sorry to name it and it’s not Mishcon de Reya I am sure but private practice where you confuse what a premium service is and what your value proposition is.  Your value proposition is not spending time with law firms right, or indeed, oh sorry as a law firm spending time with your clients.  Your value proposition is providing solutions efficiently right and again I think one of the things that is different about the in-house delivery context is I am in a business of providing very efficient solutions because we look at this through the lens of B to C service delivery.  Most of my customers and we just think we share between customers and the client. Most of my customers want legal services the same way they get every other service in their life and this is true… is it a trend within the need to be all the things that make people buy something from ASOS or from Deliveroo or JustEat or wherever and the same thing that increasingly driving the purchases and services so you want something which is convenient, you want it on your terms, you want it with very little personal interaction, you want it in a way which is frictionless, ideally in a way that just completely integrates with the way in which you live your lives and that is in my view as to how services should be delivered by in-house teams it should not be a matter of FaceTime, it should not be a matter of heavy duty legal engagement because that’s the way legal want it.  I think it should be frictionless.

Maria Patsalos  

Dorian you mentioned just a second ago about considerations when looking at external Counsel so can you just give us a flavour of what are the key considerations that you look at when deciding to instruct external Counsel?

Dorian Spiteri 

I think the most important factor to take into consideration is the experience of the relevant external legal Counsel in our space, in the block chain space.  Obviously sports is also a relevant industry but really actually the main focus is the crypto space of Fintech legal side so when we do reach out to extend legal advisors we need to understand the knowledge and the experience which often comes as quite limited given that this is a relatively new area of law.  Some jurisdictions don’t even provide for a regularity framework but at least assessing the knowledge on DAT asset, on distributed legit technology as a basic obviously that will help the lawyer to better understand what we do.  Efficiency is the key, having clear deliverables to I am very structured in my own way of working so I would want to understand a timeline for the deliverables, what will be covered, how they can assist us in the longer term.  Obviously we do reach out to external legal advisors for specific matters but we tend to foster a good relationship, working relationship with the external legal and we do feel that they are to an extent an extension of our in-house legal and being present in so many different markets it’s impossible to recruit in-house in every market so when the lawyers take an interest in what we do in our business proposition so they understand what we are doing and what we would like to achieve, obviously that makes it easier for us to trust the external legal not just on one matter but having ongoing legal support so we look more for the medium, long-term business relationship with the external Counsels.  Obviously efficiency is key because of the fast pace environment that block chain is but I think those are the two main important characteristics when engaging external advisors.

Maria Patsalos  

We’ve got one question here which I think flows nicely from what we have just been discussing so I will ask it now and it is from Romelly and they say, ‘what’s the relationship between in-house lawyers and external lawyers advising on the same matter?  So are there certain legal issues delegated to the in-house team and others to the external lawyers to advise the business on or how does that work?’  Who wants to take that one first?

Natalie St Cyr Clarke 

I think with me it was more of a collaboration. We were the primary point of contact obviously internally so the in-house lawyers were there to kind of ensure that the legal advice given was in line with the overall strategy of the company.  But at the same time yes there one or two issues that I wasn’t qualified to deal with like corporate Swiss law that was exclusively delegated to the external lawyers.  I was internal liaison in the sense that for instance, when we were registering for Basketball Champions League new directors of the board, you know, it was my responsibility to ensure that the requirements in accordance with the regulations, the sporting regulations and statutes were complied with and the external lawyers responsibility to ensure that for instance, the election was in accordance with Swiss law and we you know, did everything in accordance with the code of obligations and that kind of thing.  So it really depends but it most effectively works when obviously there’s collaboration and some kind of synergy that way.

Maria Patsalos 

We have run out of time sadly.  I know there’s more questions, we could go on all night but I am sure everyone is hungry, it’s dinner time so I just want to say thank you so much to our fantastic panellists, we’ve had some really insightful input so thank you again.  Thank you to all of you for joining us for this second module of the Sports Law Academy.  I am really pleased to announce that our next module is likely to be on Monday, 28 February and the topic is going to be Racism in Sports, Are We Doing Enough? And it is going to be in partnership with women in football which is fantastic and we are going to be joined by industry experts such as Sanjay Bhandari who we all know is the chair of Kick It Out, Lungi Macebo who is the chief operating office of Birmingham City, Michael Frost who is a managing associate at Mishcon and Joe Ansbro who is a former Scottish international professional rugby union player.  The session is going to be hosted by our very own, Bethia Green who is a trainee at Mishcon so see you all then and have a good evening.  Thank you.


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