November 2014

Innovation in the City

The quiet revolution

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Welcome to the first Legal Futures Special Report, in association with Thomson Reuters. This report, and indeed our website, is evidence of just how much has changed in the legal market in the last few years. What was not so long ago considered unthinkable is now routine, and indeed there is now little that is unthinkable for the future. Whether it will happen or not is, of course, another thing altogether, but this report charts just how far the large commercial law firms have moved – particularly since the financial crash – and that there is no turning back. The report is in two sections – the first contains an overview of where we are today, with the contributions of many of the City’s big thinkers, while the second recounts a roundtable we convened with a mix of representatives from the ‘old’ and the new. There is no right and wrong, but there is much for today’s City lawyer to think about. This Special Report should help in that process, and my thanks to Thomson Reuters for its support. Neil Rose Editor, Legal Futures

Legal Futures – winner of the Legal Journalism Award at the 2014 Halsbury Legal Awards – is the leading news resource resource tracking the fastevolving legal landscape. Written by professional journalists, it provides cutting-edge daily news coverage on alternative business structures, new market entrants, regulatory change and innovation in all its forms. Its unique blend of hard-hitting journalism, market intelligence and expert analysis makes it the first port of call for anyone interested in keeping pace with the transformation of the legal market. Our sister site, Litigation Futures (www.litigationfutures.com) has meanwhile become the go-to source of information on the world of costs and funding in litigation, with daily news and opinions on the massive changes wrought by the Jackson report and government civil justice reforms.

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November 2014

A new dawn

As Professor Richard Susskind puts it, it was hard to tell a roomful of millionaires that their business model was wrong

“It’s remarkably difficult to change the tyres on an 18-wheel lorry as it’s hurtling down the highway. “Yet this is the sort of task the market has presented to you: reconfigure the way in which your firm or group performs legal work while that work is still ongoing — and, by the way, see if you can pull this off in the middle of an historic economic slowdown.” So wrote Jordan Furlong, the Canadian lawyer and futurologist, in his recent report, The new world of legal work. It is an apt analogy – the biggest law firms in the land are the juggernauts behind a UK success story. There are few areas of City life where UK businesses go head to head with the international competition, most notably from the US, and more than hold their own. The UK’s law firms have much to be proud of. But they cannot rest on their laurels.

The end of complacency Ten years ago there was, perhaps, an element of complacency in the City. As Professor Richard Susskind puts it, it was hard to tell a roomful of millionaires that their business model was wrong. But the financial crash changed all that. And though we are not seeing the same kind of revolution in the City that is starting to hit the consumer law market with the emergence of big-brand alternative business structures (ABSs), it is easy to forget just how much has changed over the past few years.

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Innovation in the City

Just look at Lawyers on Demand (LOD), the freelance lawyer alternative resourcing offshoot of Berwin Leighton Paisner, which was set up in those halcyon pre-recession days of 2007. Co-founder Simon Harper recounts that at first it was considered a “maverick left-field quirk”. “But now that firms are being asked by clients to come up with innovative solutions, the LOD concept feels a lot more mainstream,” he says. “In the legal landscape now, there’s a number of copycat services by law firms that, whilst being flattering, obviously shows the competitive nature of the new market.” This does not surprise Dana Denis-Smith, CEO of legal outsourcing business Obelisk Legal Support. She accuses City firms of showing “very little” original thinking in the post-recession era. “What they like to do is try something that has been tried before, for example the Axiom secondment model. “Quite a few firms have announced freelance lawyer pools, but there is nothing new in that and some of these schemes have all but disappeared after being announced in the press.” For freelance lawyers, read legal process outsourcing, onshore low-cost transaction centres and other innovations that are now commonplace in the market but were unthinkable a few short years ago.

External forces The recession required retrenchment, and from the kind of adversity innovation can flourish. The main response, however, seemed to be on maintaining the bottom line for partners. The recently published annual benchmarking report of the top 100 firms conducted by PwC showed the top 10 firms recording a record-breaking profit margin of 40%, with average profits per equity partner (PEP) back above £1m for the first time since 2008. The rest of the top 100 were way behind, although the next tranche of firms – placed 11 to 25 in the top 100 – reversed five years of margin deterioration, and saw the average rise to 28.2%. For the rest of the top 100, the margin was an average of 24%. Nearly six in ten firms recorded profit increases at a higher rate than the increase in fee income. At the same time, fee income per chargeable hour had fallen across the board. The biggest fall, from £280 to £254, was for firms in the top 26-50, but fee income per hour fell by only a percentage point less among the top 10, from £359 to £330. PwC said that this, combined with increases in chargeable hours to near 2008 levels, suggested that firms were busier, but pricing remained “acute”. Researchers went on: “Despite improving economic conditions, a continuing oversupply of law firms combined with changing client demand means firms face a difficult battle to get pricing back to pre-recession rates. With consolidation in the market set to continue, it will be interesting to see the extent to which the legacy of the downturn endures as the demand for legal services comes back into line with supply. Our survey clearly points to the need for firms to be braver on pricing.” It is, without doubt, clients who are the drivers of innovation in the big firms as in-house lawyers struggle with Professor Susskind’s ‘more for less’ challenge. Alasdair Douglas, former senior partner of Travers Smith and current chairman of the City of London Law Society, says the last decade has seen GCs “considerably up their game”, with the quality of in-house lawyers at multinational companies dramatically increased. In this new era of globalisation and “top notch” in-house counsel, firms are having to “work differently” to set themselves apart. Simon Harper adds: “Clients are asking in the tendering process about what alternative ways a firm has of providing legal services.” Tony Williams, who founded leading law firm consultancy Jomati, says: “Law firms were initially slow to adapt to the new buying trends of general counsel but the pace of change is now starting to pick up.”

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November 2014

Industrialisation of the law Non-lawyer Marc-Henri Chamay is Allen & Overy’s global head of e-business, which involves overseeing the firm’s online services for clients in terms of strategy, development and marketing. Adjacent to that role, Mr Chamay is in charge of Derivative Services LLP – an A&O affiliate which provides innovative and market-leading online legal risk management solutions. On the back of an impressive track record of generating new revenues through innovation, Mr Chamay is well placed to suggest that change is not necessarily the same as innovation. He says that in the face of cost pressures, firms in the top end and middle market have reacted by using new technology to break work up in a “smarter way”. Typically done for litigation where the examination of thousands of documents is outsourced abroad, Mr Chamay says he is seeing that approach mirrored in other areas. He predicts the next area to benefit from this shift could be due diligence in M&A transactions and plain vanilla capital markets transactions, where less risky reviews or repetitive pieces of work can be hived off. He explains: “When you look at ‘innovation’ like this, it is mostly around technologies and processes being used. So what we’ve seen is a number of tools emerging to make managing the process far better. “But I wouldn’t call it breakthrough innovation – more like a kind of industrialisation entering the legal market, where we’ve got mini factories doing some particulars of a large piece of work.”

Process servers This goes to the heart of the struggle – is the practice of law an art or a science? Increasingly, it is being seen as the latter, with firms mapping what they do and adopting Lean Six Sigma type principles. Global giant Clifford Chance is rolling out firm-wide training in Continuous Improvement (CI) methodologies – akin to Six Sigma – as it embraces the concept of law as a process. In a white paper published earlier this year to explain its work, it said: “Put simply, [this] involves applying scientific rigour to determining the best approach to carrying out a piece of work,” the firm explained. “Almost any task that has a beginning, middle and end can be construed as a process, including the practice of law. “However, the threshold challenge for applying Continuous Improvement in this industry is that lawyers historically have not been trained to look at the work they do as a process… Trainee lawyers learn by observing how more senior lawyers operate; the focus is on the acquisition of knowledge and expertise, rather than understanding the ‘how’ or ‘why’ of service delivery. “The result is not a lack of process, but fewer fully standardised processes.” Oliver Campbell, Clifford Chance global head of business transformation, who leads this project, was one of the participants in our roundtable. Understanding the process then moves you into the world of ‘multi-sourcing’, where

Almost any task that has a beginning, middle and end can be construed as a process, including the practice of law

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discrete parts of a matter are outsourced to the most appropriate provider, with the lawyer undertaking more of a project manager type role.

2020 vision Addleshaw Goddard has one of the more radical views of how the market will change and expects to become “a different legal business” as a result. As part of its ‘Law rethought’ programme, the firm predicts that the legal market of 2020 will have 25% fewer lawyers and 20% fewer firms, with new business models and disruptive legal technologies sitting at the core of the provision of legal services. Rather than billing hours, the firm forecast that it will be selling solutions and products for fixed annual or product prices.

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Innovation in the City By 2020, the firm says, there will be “a massive pool of unaligned talent called on when required by different providers”, and law firms will collaborate with each other and other third-party providers to deliver advice – as it is, collaboration is an increasingly more common feature of panel reviews. Legal resources will be readily available online and clients will have smaller and more focused panels, with 30% of legal advice “standardised”. There are likely to be different structures for management and reward. Further developments in the offing include a delivery hub, consultancy services – such as to help clients map their own processes – legal project management, legal process analysis, a flexible resource pool, new pricing models, and a new knowledge offering. But they are by no means the only firm going down this road. Recently Berwin Leighton Paisner launched Streamline, a “process improvement service” designed to cope with the legal challenges of big construction projects and complex or high-volume litigation. Streamline has been developed from BLP’s existing process improvement service, to help collaboration between the law firm’s internal departments, their particular legal team and other professional advisers such as architects, surveyors and accountants. In America, meanwhile, Seyfarth Shaw has stolen a march on its rivals by building a distinctive client service model – called SeyfarthLean – that combines the core principles of Lean Six Sigma with technology, knowledge management, process management techniques, alternative fee structures and practical tools.

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The best external funding options for top 100 law firms 100% 100% 90% 80% 70%

Source: Thomson Reuters 7th annual survey of finance directors at the top 100 firms (2014)

67%

60% 50% 40%

39%

30% 20% 10%

8%

0% Alternative Bank lending finance, such as asset finance or invoice discounting

Other long term debt such as bonds

4%

Private Stock equity market investment listing

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November 2014

Pyramid selling Tony Williams is adamant that the pricing pressures on firms will not go away and to be successful in business in future, they must revise and sustain their model. “Law is still a very profitable business so the immediate drivers for change are not as pressing as they have been in other sectors,” he admits, “but if the buying pressures continue, the level of change will increase.” But there are formidable barriers. He believes that the leaders of the biggest commercial firms in the City are innovators – but that the legal market as a whole has been slow to innovate. As a former managing partner of Clifford Chance and then the leader of Andersen Legal, Mr Williams knows the personnel at the top end of the sector are attempting to drive their large firms forward into a new era – and therein lies the rub. “Many leaders of firms are nervous of explaining the full impact of the potential change to their partners as it may involve much higher criteria for becoming and remaining an equity partner, a full review of non-equity partner status and a complete reshaping of the firm’s traditional pyramid model across a range of practice areas and client relationships.” It is the traditional partnership model that is holding firms back, agrees Dana DenisSmith: “Partners have their own businesses moving at different paces and there is a lack of integration and alignment between partners’ interests. “In businesses, shareholders drive alignment behind the strategy. But law firms struggle to align the partners’ separate interests and that creates a slower pace for innovation. As some of them are so big, they’ll always have to settle on the lowest common denominator and that means they are always behind the market.”

Mid-tier logjam

The benefit of ABS is that it facilities a more corporatised business structure to bring in and incentivise non-lawyers as well as external investment

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This is a view also shared by John Llewellyn-Lloyd, head of corporate advisory for Espirito Santo Bank and arguably the most prominent investment banker looking at the legal sector. He sees a lack of necessary innovation in the City, which he attributes to the fundamental question of ‘unit size’ – something the vast majority of middle market firms are too small to deliver. “City firms turning over between £25m and £100m are often providing the same commercial services and to fund and to implement the necessary innovation is a big ask for the management and the partners too,” he explains. That partnership structure is also part of the “logjam preventing more of a move to innovation”, Mr Llewellyn-Lloyd continues, because of the difficulties in changing culture. “The benefit of ABS is that it facilities a more corporatised business structure to bring in and incentivise non-lawyers as well as external investment. Some of these things really come down to needing the investment which individual partners are not willing to make on their own.” This is the battle facing the mid-market: if they can sustain margins, they will be fine. “But if you are just going to be neither one thing or another and your margins come under pressure and good staff start to leave, then you’re in trouble.” Marc-Henri Chamay adds that the existing leverage in the traditional law firm model of one partner to four or so lawyers is not adapted to the “industrialisation” of law. He uses his own firm as an example. “Obviously the demand for high-end work is there – the results of top law firms are very strong. But we have to find better ways of managing the commoditised end of the deals we’re working on. We have been working on some matters with legal process outsourcing firms and those types of models, when it makes sense and the clients are keen.” A&O has innovated itself, by building its own capability with a legal services centre in

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Innovation in the City Belfast. That model – with a current leverage of one partner to approximately 50 staff – is “completely different to London” but is very effective for parts of large transactions. With the competition to provide this cost-efficiency and structure better transactions, Mr Chamay says the appetite for lower price won’t go away. As a result, he believes the City will see increasingly innovative solutions, driven by clients.

Competition time There is no doubt that the competition is coming. Arguably the highest-profile new entrant has been Riverview Law, whose chief executive, Karl Chapman, took part in the roundtable. It launched in February 2012 as a new kind of legal business, working solely on fixed fees and annual retainers, and under a corporate structure. Advice guides and template documents are given away for free (you don’t even need to be a client to access them). It has recently gained an ABS licence and also has a ‘virtual’ chambers made up of dozens of barristers, including 16 QCs. Riverview prioritises the use of management information and is creating new jobs not previously seen in the law, such as legal project managers and analysts. As well as acting for the full range of companies – from SMEs to the FTSE 100 – Riverview has shown its muscle by working on a massive contract management project for a global financial institution, which is dealing with the regulatory requirement to put in place recovery and resolution plans (RRPs) – called ‘living wills’ – to ensure they are safely and quickly wound up or reorganised in the event of financial trouble, without needing a government bail-out. The living will must include a wide range of information, including contractual obligations across the entire organisation. Riverview has teamed up with US technology pioneer Legal OnRamp to collate, review and manage these documents. But as well as new entrants to the market, some others are coming back, most notably the big accountants. PwC Legal has received an ABS licence that enables it to take investment from the previously separate PwC, while KPMG has recently been licensed, although its intention is to create a multi-disciplinary service rather than create a standalone legal practice. Then EY, which already has a global legal network, has been busy recruiting senior lawyers to help build a UK legal capability.

Attractive opportunity One man who knows what the Big Four could achieve is Christopher Tite. In 1997 he established Tite & Lewis – with then fellow Stephenson Harwood partner Mark Lewis – in association with Coopers & Lybrand; after the latter’s merger into PwC, Tite & Lewis relaunched in 2000 as the ‘correspondent’ law firm of EY. In 2004, the firm merged into Lawrence Graham. Mr Tite recently left to join Wedlake Bell, while Mr Lewis is head of outsourcing at Berwin Leighton Paisner. With the “early evidence” of the big four accountants embracing ABS as a way to offer law as an “embedded service”, Mr Tite has “no doubt” that such structures will get more traction in City practices. Mr Tite says there are other professional services providers looking at ABS because “a slice of the law market in terms of revenue and margins is too attractive an opportunity to miss”. He says: “I wouldn’t be at all surprised to see others, including real estate

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November 2014

Trend in UK net profit margins 40%

40.0 36.3

37.0

36.0

37.1

38.5

35% 30.7

30%

30.3

28.0

26.1

27.2

28.2 26.3

26.0

26.1

25%

25.5

2009

2010

24.4

23.7

23.4

20%

26.1

22.9

2011

2012

2013

24.3 24.1

2014

Source: PwC law firm benchmarking survey 2013

Top 10 Top 11-25 Top 26-50 Top 51-100

advisory businesses, become ABSs and using that as a new route to market.” The slower uptake of ABS from City firms is because management doesn’t see the benefit or easy ability to cross over into other professional services such as consulting or corporate finance: “Some larger law firms are embracing it. But I think it will take others rather longer to get the plot because it relies on a view of integrated professional services which most law firms are culturally resistant to. “The hold back is in part because firms are concerned with breaking relationships which provide legal work. There will be, in my view, a few really innovative firms that will get the plot and offer a wider range of services through ABS.”

Model behaviour Certainly the innovation that has caught the attention has generally been among smaller firms. For example, Triton Global is one of the first truly multi-disciplinary ABSs, bringing together three previously separate businesses to provide a cradle-to-grave claims resolution service: claims administrator DCS Global, specialist insurance law firm Robin Simon, and loss adjuster Walsh PI+. The company has 120 staff across five offices in the UK, and a further 25 in five offices overseas, and – now the law firm is allowed to have non-lawyer owners – has just become one of the first legal businesses to introduce employee ownership, giving staff 10% of its issued share capital. Then there is Radiant Law, which combines high-level legal advice and fixed fees with IT and legal process outsourcing (LPO). It specialises in technology, outsourcing and commercial contracts matters. CEO Alex Hamilton explains that while in high-value matters Radiant’s main contribution is the experience of its seven UK lawyers, for high-volume commercial contract work, “the whole process is where we add the value”. Radiant operates with clients to automate contract creation – meaning the client can do this and send out the first draft – and it then works from ‘playbooks’ containing standard responses and fall-back positions to speed up negotiations, providing partner-level support if required. The aim is to reduce the length and cost of the contract cycle. The firm has this year opened a five-lawyer office in Cape Town, South Africa to support this operation, having previously worked with an external legal process outsourcer. Radiant has also obtained an ABS licence to so that retailer Greg Tufnell – a former managing director of Mothercare and Burton – can become non-executive chairman. Mr Hamilton claims it is “challenging” for so-called ‘BigLaw’ to make the changes necessary to best service clients “because of the way their management structure works and the billable hour model”. When at previous firm Latham & Watkins, he presented to the executive committee a paper on innovation and how the firm could embrace it. “We had a meeting. I gave them 20 ideas. They took one and it went nowhere in a committee. I left to set up Radiant Law.” He observes: “Everyone from the top to the bottom of the legal industry is incentivised to play dumb because of the billable hour. Radiant is incentivised to innovate because we are an organisation built on fixed pricing.” He says the Radiant way of working is to start with “no time sheets” and apply a combination of judgement calls, technology and process to deliver a bespoke service for the client in the best way. “We take the process very seriously. It has given us the space to go and figure out what clients really need and build new products around that.” A model build on price certainty, rather than churning hours, allows Radiant to focus on adding value, he argues.

User friendly George Bull is head of professional practices at accountants Baker Tilly and adviser to many law firms. “The Legal Services Act has given law firms the opportunity to do a sense

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Innovation in the City check that everything possible is being offered,” he says. “The next stepping stone on that path is firms making themselves more user friendly to clients; listening to exactly what they want apart from the core legal service – where that starts and finishes and whether the client wants more in a certain area and less in another.” Looking at innovation seen to date, he pinpoints Kennedys’ web-based litigation product, KLAiM, which makes it easy for its insurance company clients to conduct the first stage of litigation themselves. Then when the lawyers get involved, the systems are identical and the case shifts seamlessly to the firm and is worked jointly from then on. He also highlights Irwin Mitchell, with its subsidiaries, as a prime example of how City law firms can make use of the Act and business structures to find better ways of working. “Irwin Mitchell’s strategy seems to be around creating separate entities, breaking up a law firm and recognising that different parts work in different ways, with each part looking sideways and bringing expertise in.” At the same time, Irwin Mitchell has thus far decided against using its ABS status to find a novel way of raising capital, and has instead secured a £60m four-year finance package. The deal – which also includes a £30m ‘accordion’ facility for further finance if required for a big transaction – has been agreed with HSBC as lead provider, along with Lloyds Bank Commercial Banking and Royal Bank of Scotland. The move came nearly three years after the firm announced its intention to seek external finance, and restructured its operation to facilitate it, with the adoption of a two-tier structure that saw the creation of a corporate vehicle. But chief financial officer Andrew Merrick says bank funding, if available, will always be a business’s first port of call as it is the “cheapest” form of financing. Mr Merrick says there was no need for any additional funding, but if external capital of some form was right for the business in the future, they would consider it.

How concerned are you regarding the following threats with respects to the business growth of your firm? % Inflation

0

70 13

17

Lack of stability in legal market due to economic condition Clients’ changing needs and behaviours

8

41 55

1

3

1 13 68

3 37

18

45 45

4

Availibility of key skills Inability to finance growth

35 54

3

Over regulation

New market entrants

%

6

25 61 43 17

11 3

Source: PwC Law Firms Survey 2014

Not concerned at all Not very concerned Somewhat concerned Extremely concerned

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November 2014

If it ain’t broke There are plenty of voices that suggest the shortage of true innovation is simply because the current model isn’t broken. From the perspective of the City of London Law Society, chairman Alasdair Douglas believes that the traditional pyramid model will always have a place. He says that even if technology and systems “slice and dice the lowest common denominator processes”, there will still be the need for top-end lawyers to “add value”. He says: “Yes, things like document analysis will be chipped away at. But the actual intellectual side of things – there’s a long way to go before machines are doing that.”

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Innovation in the City

Risks to profitability at the top 100 firms What do you think are the most significant risks to the profitability of commercial law firms are? Please rate the following by their significance: high, medium or low risk

2013 High risk

Medium risk

Low risk

Downward pressure on fees from clients

76%

24%

0%

Continued weakness in corporate work

52%

44%

4%

Competition between law firms over fees

48%

48%

4%

Cost overruns on fixed fee work

48%

40%

12%

Clients consolidating their legal panels

28%

52%

20%

No win no fee work

9%

32%

59%

8%

36%

56%

Competition from other legal services providers as a consequence of the Legal Services Act

Source: Thomson Reuters 7th annual survey of finance directors at the top 100 firms (2014)

At the same time, trends in billing and fee arrangements have seen clients expecting “new deals and innovative thought from law firms”, particularly in litigation. “Clients now expect to have the intelligence without paying a lot for it. That’s because sophisticated clients know what a deal is worth. “After the financial crisis, City firms are now optimistic. But they are still nowhere near saying ‘we’re busy enough’.” Nick Eastwell, formerly a senior Linklaters partner, is the Solicitors Regulation Authority’s City law firm adviser. “No-one in the City feels currently threatened by the ABS model because they see it as relevant to the need or desire to bring in outside capital – and City firms are not generally capital-intensive businesses,” he notes. “Frankly, from the top 50 up to the top 20 firms, yes they might be finding it harder to make money, but they’ve not really radically changed their business model, beyond trying to find something that sets them apart from their competitors, and I’m not sure they will.” ABS, he says, may well enable further investment in IT systems, but it also involves giving up some control and giving away profits through payment of dividends. And then, for the truly international law firms, there is the added complication of non-lawyer ownership being outlawed in some jurisdictions. Indeed, he “struggles to see” how City firms can “radically change the way they deliver legal services”. He says: “Good lawyers become so because they are trained, have the expertise and the experience and you cannot replicate that.”

Pressure points Then again, it is no surprise that many will rush to defend the current model – it is familiar, comfortable and has long provided them with a good living. There is no reason to think that the forces that are remodelling many other parts of the economy – and law firms’ clients – will stop at the doors of the legal profession and slink away out of respect for the majesty of the law. Simon Harper from Lawyers on Demand rightly cautions that there is the potential for a backlash against “sheer commoditisation for commoditisation’s sake”. But he suggests the legal sector is in the ‘early to mid’ stage of disruption where lots of firms are trying different solutions, with many overlapping. He believes that those ideas that work will be replicated – as with Lawyers On Demand – and that after those that fail “slip into the night”, we’ll then know “what the legal landscape looks like”. “The legal market has changed, there’s no doubt about that, and even the traditionalists who may have stuck by their mantra of law being different to other industries are having to realise and accept change. “Whilst these changes we’re seeing are exciting and necessary, I agree with the

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The legal market has changed, there’s no doubt about that, and even the traditionalists who may have stuck by their mantra of law being different to other industries are having to realise and accept change

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November 2014

Will your firm take advantages of the Legal Services Act with regard to… Top 25

Top 26-50

Top 51-100

Already

By 2016

By 2020

Already

By 2016

By 2020

Already

By 2016

By 2020

%

%

%

%

%

%

%

%

%

Raising finance through an IPO

-

-

-

-

-

-

-

-

-

Raising other forms of external finance

-

-

5

-

-

11

13

6

6

Other professionals (e.g. barristers joining the firm as partners or members)

-

21

26

16

21

21

19

25

25

Establishing or investing in MultiDisciplinary practices/Alternative Business Structures

11

32

21

-

5

11

13

19

19

Other ‘support’ management taking ownership of part of the business

11

11

11

5

11

21

13

19

31

Spin-off of parts of the business – e.g. volume practice areas

-

11

16

-

-

5

-

6

6

Source: PwC law firm benchmarking survey 2013

traditionalists to a degree that we mustn’t neglect and lose sight of the personal and social aspects of law by simply focusing on innovation and considering it a commoditised service. “As in other sectors, this whole process may take longer than we initially thought but I think it will result in more change than we originally anticipated.” John Llewellyn-Lloyd says that many City firms do not feel enough pressure to change; some managing partners may be worried but in the short term partners feel secure and inertia takes hold. But if they do not change in the long term they will become “marginalised”, he predicts – especially those in the ‘squeezed middle’ that do not have the economies of scale. These will be slowly removed from the landscape, he believes, as firms are driven to become bigger – or, if not, more specialist. “Larger firms will be making and investing in all the technology and interface that customers want and City firms need to provide.” Christopher Tite is another who fears for the mid-sized firms. His prediction is increased polarisation, where the largest firms will increase their focus purely on transactions and narrow the range of work within that zone, with the rest white-labelled, outsourced or transferred to branded ‘lite’ offerings. The remainder of the market will suffer dislocation, with ABS models posing a real threat to pure law firm models, particularly in market segments which are today key to those firms’ financial performance. “For the squeezed middle law firm with revenue of £50m to £100m, it will be a struggle to operate as a full service law firm and to deliver a level of profit acceptable to partners.”

Leap of imagination George Bull says ABS is simply a “useful structural tool” – but that City law firms, especially those that really understand their business and clients, do not feel under any pressure to change. Many are “cautious” about bringing in non-legal people to deliver new service lines when they have enjoyed a “very profitable history”.

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Innovation in the City

He says that it requires a “leap of imagination” for the managing partner of a £100m-plus commercial law firm to decide ABS is what it needs to make the next step. Innovation in the City also requires cultural changes. Mr Bull says it is interesting to note that the question of ‘culture’ in larger firms is now back on the agenda with economic recovery on the horizon. “Between 07-08 and 2013, even though many City firms had profitable years, a lot was achieved with a certain amount of pain through shedding people and cutting costs,” he explains. “All of that reflects in the way people feel about their workplace.” Now the corner has been turned, he explains, culture is back on the agenda because firms need to ensure they keep their best people and attract those they want to win. He too believes the £100m firms will be “caught up in a wave of inevitable consolidation” in the next three to five years, as non-distressed mergers occur and some distressed firms fail. “Any firm in this area will see turbulence around it,” says Mr Bull. “That will create opportunities for the innovators and threats for those stood still”

Strategic limbo Once firms reach a certain size, they become a corporate in terms of financial muscle and operations. Mr Llewellyn-Lloyd claims it is less about the death of the traditional partnership model and more about creating an “employed culture” where the business model delivers the right margins while making the correct investments and incentivising good lawyers. “The largest City firms have more chance of making that work,” he says. “The smaller you are, the less chance and more you need to scale up. There is going to be a pretty intense management journey needed over the next five years. But there are some big questions to face for the whole City. “Firms are in a strategic limbo whereby in true legal fashion, nothing has really changed. Yet most managing partners I speak to feel it probably has to change a great deal.” Alex Hamilton says that at its heart, the City is still selling the same product it was years and years ago – “just knocking discounts off billable rates is not delivering what the client needs”. He continues: “My prediction is that ‘BigLaw’ in its current form is not able to deliver the kind of product which the customer will be increasingly able to buy elsewhere from Radiant Law or Riverview – and they will back out of those areas. “The water keeps rising and they are struggling to adjust. Firms will need to radically transform the way in which they operate. By the end, BigLaw will have to become NewLaw.”

For the squeezed middle law firm with revenue of £50m to £100m, it will be a struggle to operate as a full service law firm and to deliver a level of profit acceptable to partners

In association with Thomson Reuters

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November 2014

In pursuit of progress We are delighted to partner with Legal Futures to deliver this report highlighting the importance of innovation in leading law firms. If the changes that have taken place in the legal market over the past two years are any indication of what lies ahead, the future of legal services is set to be an exciting one. It’s clear from this report that firms are taking varying approaches to innovation. Whether they’re reimagining the law entirely or seeking to make tactical efficiency gains, many are partnering with legal solutions providers like Thomson Reuters to help them work differently.

Innovation in process

By Samantha Steer Head of Large Law Thomson Reuters

The drive to ‘industrialise’ law, as Allen & Overy’s Marc Henri Champnay puts it in this report’s main feature, is evident in the demand we’re seeing from our leading law firm clients. These firms have been using our core legal research and know how services, Practical Law and Westlaw UK, for many years and since before the recession, but the way they’re using them is shifting. While once the largest law firms might have balked at the idea of using market-standard precedents as basis for transactions, most now agree that starting from a standard template benefits all parties, allowing fee-earners to focus on substantive matters that really matter to the client. Similarly, while many legal professionals might have once been reticent to trust research that was not their own, they now happily rely on the case and legislation analysis documents on Westlaw UK to speed up their research. One of the effects of the success of Practical Law and Westlaw UK was to drive everyone up the value chain and a few firms initially saw this as unhelpful competition. However, once the economies of scale were understood, the majority of law firms saw these solutions as just that: a cost-effective means of ensuring that their fee-earners start with the tools, knowledge and know how they need to do their jobs. A change, for sure, but one which presented opportunity, not threat. For fee-earners, it meant they could spend less time researching and drafting. For information professionals, it meant they could service fee-earner requests more quickly (or enable them to self-service), so spend more time on bespoke work for clients. For firms, it meant they could avoid the huge fixed costs of employing expensive teams to sift through the increasing body of legal information, producing new guidance and maintaining the existing. Organisations that are leading the way in reimagining the law, many of which are interviewed in this report, are also making use of our online precedents banks and standardised know how in order to provide a high-quality commoditised service to their clients. Thomson Reuters also recently teamed up with Obelisk Support to ensure that its lawyers are fully equipped with market-leading resources from Practical Law and Westlaw UK, which they can use to service clients in corporate legal departments and firms.

Not all legal queries are made equal When Practical Law launched its ‘Ask’ service in 2011, taking on the burden of answering every day generic queries from private practitioners and in-house counsel, some commentators feared it might be encroaching on the territory of law firms. Yet the Ask service continues to grow in popularity. Since launch, the Practical Law team has answered somewhere approaching 100,000 questions, the best of which are published to allow for peer-to-peer conversation. In 2013/2014, Ask generated 1.75m unique views – a 500% increase on the year before.

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Innovation in the City

Far from taking away work from law firms, this service supplements information teams, allowing them to focus their time on high-value work. For fee-earners, it provides another point of reference during research; for in-house counsel, often working in small teams, it provides a place to go for those everyday practice queries. This was never was chargeable work for law firms – and client hotlines were often cumbersome to manage with unpredictable demand. In-house counsel might still need to go to a law firm for legal advice, but Ask will enable them to go with a more focused brief and ensure that they are using their lawyers for what they do best. This innovation is now viewed by many leading firms as an opportunity – one that they can get involved in with minimal cost and take advantage of to differentiate themselves and demonstrate their expertise. All they need to do is to jump in with the answer.

Technology driving innovation From legal drafting automation to matter management, project management and collaboration, Thomson Reuters is partnering with lawyers around the world who want to work differently. In the public sector, Thomson Reuters is working with the Ministry of Justice to digitise some of the Royal Courts of Justice with C-Track, a case management and electronic filing solution. C-Track is designed to capture, track, process and report on court information, allowing more efficient handling and processing of data. In Large Law, we’re partnering with firms to deliver Enterprise Business Management solutions from Thomson Reuters Elite, covering financial management, business development, client/matter management and risk management. As this report highlights, the pressure for law firms to innovate often comes from the client side. Thomson Reuters collaborated with The Lawyer this summer to survey general counsel as part of its In-house Attitudes Report. We found that while, for the first time in three years, changing economic conditions was not the primary concern of general counsel, the combination of increasing regulation, budgetary restrictions and static staffing mean they continue to have to explore innovative ways of managing their legal departments. A small but growing number of in-house counsel are doing so by transforming relationships with outside counsel. The survey showed a 10% increase (up to 30%) in general counsel regularly using technology to capture information from their law firms and manage performance. Our Serengeti Tracker solution is already facilitating this transformation by providing a platform for in-house counsel keep track of their legal spend, manage projects and collaborate more easily with law firms. Once lawyers in law firms and in-house come together with suppliers who can offer all the advantages that scale can bring, the potential is vast. So, when we imagine the lawyer of the future, we don’t see someone plugged into a headset in a country miles away and we don’t see a drone attached to a computer screen. We see an individual. Trusted by his clients. Working in partnership with those who supply him with the tools and solutions he needs. Performing at the top of his game and ready to embrace innovation for what it is – an opportunity, not a threat. n Find out more about legal solutions from Thomson Reuters at legal-solutions.co.uk

In association with Thomson Reuters

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Roundtable participants Neil Rose Editor, Legal Futures (chairman)

Oliver Campbell Global Head of Business Transformation, Clifford Chance

Karl Chapman CEO, Riverview Law

Neville Eisenberg Managing Partner, Berwin Leighton Paisner

Stephen Hopkins Head of Global Client Development, Eversheds

William Robins Director of Operations, Keystone Law

Samantha Steer Head of Large Law, Thomson Reuters

Tim Stocks Partner and Head of Corporate Finance,

The Rolls-Royce dilemma Some of the most forward-thinking commercial lawyers in the City gathered at the offices of Thomson Reuters in Canary Wharf to debate what innovation means to them This report starts from the premise that commercial law firms need to change and innovate. But, we asked our roundtable participants, is this correct? The clear answer was that, even if some do not want to – and indeed the partnership model can make it hard – the pressure from clients to deliver ‘more for less’ means they have to respond. “General counsel in large organisations have always had it in their power to change the behaviour of law firms; they have not always used that power,” said Karl Chapman. “We anticipated the early adopters of our model would be small and mid-sized businesses, and they are in fact large corporates.” Stephen Hopkins observed: “The legal profession over the last 20 years or so has had a golden period where actually we have not had to fundamentally look at how we are delivering our model to clients. The power has shifted to clients, and to GCs in particular, and we no longer have the option to ignore what clients are saying. And they are saying to us, ‘You need to deliver new models’.” Even what is perceived to be the most traditional member of the City elite, Slaughter and May, is not immune to this, agreed Jeff Triggs. “We respond to the clients wanting an ever cheaper service by going in with competitive rates and fixed prices and all the rest of it… We are a little bit slower in actually then becoming more efficient such that we know we can go in with a lower price and still make money.”

Taylor Wessing/Chairman,

Tinker or tailor?

New Street Solutions

So is it just a case of finding cheaper ways of doing what you do, or does there need to be a more fundamental rethink? “Law firms are definitely responding in different ways,” said Neville Eisenberg. “The pressure for change is mainly coming from clients, rather than some inspiring internal sense that people would really love to change. The legal profession continues to be a conservative profession... “In the range of responses that one probably finds in any single law firm, some of it is tinkering, some of it is possibly more fundamental. For example, one finds, as we are, law firms working out in quite a detailed way how they can work more efficiently through analysing at exactly what level particular work gets done.” This in turn means reflecting on how the traditional law firm pyramid needs to change, such as through greater use of flexible resourcing and remote working,

Jeff Triggs Partner, Slaughter and May

Nick West London Managing Director, Axiom Law

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Roundtable report

he explained. “Once the lawyers understand how it works, what their role is and what the benefits are, people become really excited and motivated by it. Where we have subjected groups to really fundamental process change, we have seen those that were really struggling to deliver what the clients wanted in terms of value for money exceeding both the clients’ and their own expectations.”

Greater control Jeff Triggs outlined the dilemma this challenge poses. “Obviously I would like to produce a Rolls-Royce at a Rolls-Royce price, whereas the client comes to me and says, ‘I only want to pay for a BMW’. I have now got to the stage of ‘Yes, okay, we will do it for a BMW price’. What I personally have not got round to yet, is producing anything other than a Rolls-Royce.” But then the process for producing a Rolls-Royce has changed over the last 20 years or so, and will continue to do so, even though the end product will be the same, if not better, said Neville Eisenberg. “What we are finding is where we really investigate the processes and change them to make them more efficient, not only are we able to do it at a lower cost internally, but the end product looks better; not least because the lawyers enjoy the work more and seem to have a sense of greater control over the process.” Oliver Campbell said his experience is that inefficiency is less in the detail of the process and more in the lack of communication, whether between different teams internally or between the client and the law firm. “On each and every mandate you need to find out exactly what the client wants: how they want it presented, exactly what their tensions are around costs – the BMW/Rolls-Royce difference – and then plan to deliver exactly that, while trying to avoid those inefficiencies that come through interaction.” Also, pointed out Tim Stocks, more efficient manufacturing methods has enabled the production of more RollsRoyces and thus grown the market. “We should not assume the market for our services is shrinking, because the market can expand. It can do things better, and differently.”

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Built for today

Karl Chapman

Nick West argued that clients do not have to accept either cheaper or better. He explained: “You talk to a client about what it is that they want and what value is for them, and there are different ways to achieve that outcome and different ways to deliver value.” Axiom achieves this through using process and technology, and “different methodology”. It has the benefit, like Riverview, of being “built for today’s market and today’s needs of GCs”, but then it does not have “the wonderful brand strength of Slaughter and May or others around the table”. Established firms tend to dismiss some of the newer players as ‘commodity’ operators. “We should be very careful on this,” he warned. “We will all be surprised at how high up the value curve players like us and existing law firms who have changed their models will go in using people, processes and technology.” Stephen Hopkins said: “Those businesses which do not do this and try and deliver a commodity service in a traditional structure are going to get less and less profitable and are going to struggle.” The advantage for new firms is that they do not face the challenge of changing an ingrained culture. “It is difficult to effect cultural change in law firms generally, including around working differently,” acknowledged Neville Eisenberg. “Working differently really goes to the heart, often, of people’s self-perception of their sense of professionalism. There are some lawyers who understand and get the need for change, but I still think those are in a minority.” He has found the use of ‘champions’ and particularly successful pilots valuable in helping others understand the need for change. “It is never easy, but provided one goes about it in a methodical way and you have got a plan and can show people the benefits, then over time the change occurs.”

The demand for project management

Neville Eisenberg

It is clear that firms are wising up to the need to put together a far more sophisticated menu of options for completing a particular task, involving lawyers, paralegals, technology and outsourcing, to name but four. Everyone takes it as read that law firms can do the legal work, said Karl Chapman. The key is how you put all the elements together to deliver the solution the customer wants. Neville Eisenberg recognised that the way lawyers work needs to evolve. “Whereas in the past they had their traditional model of partner and a number of associates, these days you would have a partner or a senior lawyer who is deploying a set of resources which could come from a range of different destinations. “For example, at BLP, on a particular project, you would probably have a partner supervising; you may have one or more associates or trainees working in our headquarters/office, but you could also have a Lawyer On Demand lawyer who was spending a month or two at BLP to supplement that team; you might have one or more people working remotely from home through another part of our Lawyers On Demand service, who have come together perhaps to do a document review or to contribute to a due diligence exercise, and you may have outsourced bits of it to a third-party organisation as well. “From the BLP end, one of the challenges we face in dealing with all of this is the need to dramatically improve senior lawyers’ ability to project manage a much more diverse group of people who are contributing to deliver the product to the client.”

Oliver Campbell

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Nick West agreed that it is no longer about just the legal skills. “There are so many other capabilities needed to deliver for clients, whether it is… document negotiators, project managers, solutions designers, legal technologists, document automators, or data analysts. These are the skills that we as the legal industry need to have to be able to deliver value to our clients.” While there was considerable discussion around the table about the need to create new career paths for lawyers, Stephen Hopkins noted that firms also need to do the same for non-lawyers within their organisations, given their increasing importance.

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Roundtable report

Here come the accountants These kinds of demands sound perfectly suited for the likes of the Big Four accountants. PwC and KPMG now have alternative business structure (ABS) licences, while EY has begun building a UK legal capability. “Whenever people have asked who our biggest competition is, it has been the Big Four – to a lesser degree at some points and to a larger degree at other points,” said Stephen Hopkins. But in his instance, the driver of change among law firms has been clients, rather other providers entering the market. And they are only doing this “because there is a need from clients”. While recognising that “in law you are always worried about competition and trying to defend margins and clients”, Tim Stocks saw potential for law firms to join forces with the big accountancy and consulting firms to bid for projects with banks and the like. “We should be providing the technology/legal backbone,” he argued. The problem, reckoned Oliver Campbell, is that the law is lagging several years behind these big businesses, which have experience of providing a range of services, including high-end services, to clients. “[They] have a potential head-start on many players in the legal industry if they are able to break in, use their brand, and capitalise on their ability and their experience of having done this efficient delivery of client service in a different arena for some time to steal market share relatively quickly.”

William Robins

Mind-boggling responses Karl Chapman also highlighted how far behind the law is. In presentations to GCs, Riverview uses a slide that predicts how the market is going to involve – which he first used in 1990 when working in the recruitment outsourcing market. “A lot of the things happening in the legal market have happened in every other sector over the last 25 to 30 years,” he said. “It is interesting looking at the evolution in recruitment. Recruitment went from the internal HR or project teams recruiting themselves, to preferred supplier or panel arrangements – which are the same thing – and then to managed agency.” He continued: “The thing that has surprised me has been the number GCs who have talked about increasing the size of their in-house function. When you ask why, they say it is cheaper for them to do it themselves than it is to use law firms. This is a mind-boggling response, because that is actually a short-term labour arbitrage. It is not a sustainable position.” Within a few years they will realise that a legal function is not core and they will outsource the work to thirdparty organisations, he predicted “The big change in the legal market will be when a bank decides, ‘I should not have 1,400 in-house lawyers. What do I do with the 700 who are not mission-critical to my function?’.” Stephen Hopkins said this is already beginning to happen in mature markets. “If you look at the research on in-house salaries, 30% of in-house lawyers have had a pay-freeze in the last couple of years. They are

Tim Stocks

beginning to be big entities within an organisation, so suddenly they are no longer under the radar.” But then one of Jeff Triggs’ large clients has been through that phase and come out the other end. “They have reduced the size of their in-house function, and now they want to start increasing, because they have realised that their in-house function no longer does legal work. They are busily managing outsource providers such as us, and they are losing touch with what they are trying to supervise. Now they are trying to build up their in-house function so they can actually do the work in-house.”

Turning wheels The challenge appears to be finding the right balance. Karl Chapman estimated that 60-70% of a company’s everyday legal work can be packaged into long-term contracts and outsourced to firms such as his which are set up pretty much for that purpose.

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Jeff Triggs

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Nick West

Stephen Hopkins saw the wheel turning again – GCs have brought day-to-day work back in-house because it is more cost-effective. But with new entrants and existing law firms developing their propositions, that driver disappears. “Fundamentally, if we, as a group, have a cost-effective proposition to do most of the work, it will come out because it is not core to those businesses.” Karl Chapman’s argument was that this work will not come back out in the form of panels, but as longterm outsourced arrangements. “This will then structurally change the way law firms operate, because it will actually force that change.” Nick West cautioned that it is not always about lower cost, particularly in relation to a range of repetitive tasks that are emerging under rules governing financial institutions. “It is a move towards better outcomes. It may be the same cost, but I may get far more management information back.” It is a case, he continued, of letting the GC, or the organisation, decide what ‘value’ is for them. “Once they have determined it, you can then start to work out whether you or anyone else can offer the solution they are looking for. In some cases, you will say, ‘No, it is not us’.”

ABS enthusiast

Stephen Hopkins

Thus far, ABSs have not had an significant impact on the City. Keystone Law has become an ABS, and William Robins is an enthusiast: you can split risk, management and regulatory responsibilities, develop different career paths, segment work and “respond more quickly to what a client wants you to do in-house, rather than necessarily needing to send something externally”. He continued: “It is of potentially huge benefit. We are going to see it leveraged more and more, particularly as other types of professions – nonlegal professions – become ABSs, and they move in the other direction.” For larger firms, with the likes of PwC breathing down their necks, might the ability to raise capital through an ABS start becoming more attractive? While a firm like BLP has no need for this, Mr Eisenberg said he could “certainly see” members of the BLP group – those businesses that it has incubated before setting free, such as Lawyers on Demand – becoming an ABS and raising capital independently. Of course, ABS is by no means just about capital. Subsequent to the roundtable, Riverview Law was awarded an ABS licence, allowing Riverview Solicitors to merge into Riverview Law, which Mr Chapman said would provide “a massive benefit in terms of organisational efficiency”. Up until now, all the legal advice contracts won by Riverview Law have been handled by Riverview Solicitors, an independent law firm, and/or members of Riverview Chambers, which is also independent of Riverview Law. He told the roundtable that “ABSs have been powerful because they have acted as a lightning rod. They focused attention from outside the legal industry”. Tim Stocks added: “The UK legal market turns over about £33bn a year, and with margins of 20-30% net. This is a sector that large corporates are not going to pass by… You will be going up against the likes of, you know, Capita, working on margins of 5%.” Capita, in fact, also now has an ABS licence through acquiring Optima Legal. “And [it has] a market capital of several billion and a balance sheet several billion pounds big,” said Mr Stocks. “How are we going to compete with those firms?” “That is absolutely spot on,” concluded Karl Chapman. “Those margins are untenable in any competitive marketplace. So, there is one thing that is certain.”

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Last word

Your legal future This Special Report demonstrates how far City law firms have moved in a relatively short period of time, mainly (but not exclusively) in response to the recession and the demands of their clients. Many are coming up with a range of tactical and strategic responses to the challenges they face, while a smaller number are rethinking the way they do business, and the value and service they provide to clients. A common theme is far greater sophistication in the way matters are resourced, with work assigned to the appropriate level of lawyer/non-lawyer, combined with smart technology. We have not reached Professor Richard Susskind’s vision of every matter being decomposed into its constituent parts, with each one resourced as appropriate – whether internally or externally – but the process is making firms focus on what they are good at. Of course, the practice of law has never been just about the law, but now – arguably more than ever – it is about the entire package of services required to meet the client’s needs. Whether it will be the client that brings them together and manages them, or the law firm that marshals the range of providers, is as yet unclear, although if I were running a law firm, I’d want to make myself invaluable to my client by doing the latter. I suspect many City lawyers, busy with everyday client demands, would not yet recognise these trends, and for some time legal work will continue to be done as it always has been. This is either because, in a particular case, it remains the best way of doing it, or more likely because that’s simply the way it’s always been done. But the technology-enabled revolution in the way we all work will not stop at the door of the City. It is amazing to think of how much practice has changed in the 30 years since computers first started appearing in the most progressive law firms’ offices. ‘Commoditisation’ is already here in volume contract and property work, despite the connotations that word has with high street conveyancing or personal injury practices, and I have heard LPO providers outline ambitions to move a long way up the value chain, because once you have done a few M&A contracts, for example, you can start to commoditise them. We are still in the very early days of the legal services revolution that Legal Futures is dedicated to tracking. There have been tremors but no real earthquakes. And though the tectonic plates under the profession generally move slowly, that doesn’t mean there won’t be in the future. Neil Rose Editor, Legal Futures

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