LESSONS FOR A LIFE IN (AND AFTER) LAW

LESSONS FOR A LIFE IN (AND AFTER) LAW

When we spoke with Howard Trust, he had recently retired as General Counsel at Schroders (a position he had held for 20 years) and, indeed, from a long career in the legal profession and in the City. He admitted to having a slight phobia about ‘retirement’ - as a word and as a concept but that he was “getting over it”.

But let’s go back to the beginning. Howard went to a boys’ grammar school in Liverpool, the city where he was brought up. When he was around 16 or 17, he was asked by the Careers Master what he was thinking of doing. Primed by his mother, Howard replied that he wanted to be a solicitor, a response which was not met with the greatest enthusiasm. The Careers Master quizzed him about whether he had lawyers in his family - he did not. Given that and Howard’s family situation, the careers master strongly suggested that the Law was not the wisest choice he could make and suggested a career as a teacher. When Howard reported this exchange back to his parents, they were outraged and spurred him on even more to pursue a life in Law - although he freely admits he was not even sure about what that really meant or looked like. He was then given the opportunity to apply to Gonville and Caius College (known as Keys) Cambridge to read Law, on the advice of his Headmaster. He secured his place and began his degree in Law in 1973. He recalls enjoying it a lot, particularly the diversity of it not just covering Law per se, but the associated history and philosophy. In fact, so much did he love his time there, at the end of the degree, he stayed on to do research for another three years and Howard says this really helped him to see that there were other ways of thinking beyond the positivist approach prevalent with lawyers in the UK.

Circumstances then dictated that he could not continue; he had run out of money and was in debt, so he decided it was time to join a law firm. He applied to several and had a few offers, as a result of which he joined what was then Lovell, White & King, now Hogan Lovells LLP, in 1980 and began articles.

It was at this time that Howard realised he really disliked conveyancing so his childhood imaginings of a property lawyer went out of the window - but he did discover a real interest in corporate law and, once qualified, joined the modestly sized but very expert corporate team of his firm. Howard says he got a wide range of experience both from relatively straightforward to highly complex transactions: he was involved in capital raising, rights and debt issues, private and public M&A, working with merchant banks, share deals, asset deals - he remembers it as “a fascinating and extraordinary time where you very much learned on the job. I didn’t know how to do it until after I had started.”

Howard says that in some ways it was terrifying; partners would tell him to get going with a meeting and they would then join - but sometimes they were delayed on the way. As a result, he learned a lot and learned fast - including how to work with and deal with clients.

“One thing I learned was that the representatives of clients sometimes weren’t sure what they wanted to achieve and what the issues and challenges would be. There was some dialogue to work out what we were trying to do, but for the most part we just had to go off and work it out on the way.

I recall two specific incidents. In one, I was in a routine meeting for which my partner was not available. We were a long way down the road with negotiations and the partner on the other side asked whether I would be letting him have a draft of the disclosure letter soon. I must have looked very taken aback but muttered that of course, they would have it very soon. But I fooled nobody. At the end of the meeting, the partner came and quietly asked me if I knew what a disclosure letter was and I had to confess I did not. He explained and I spent the entire weekend in the offices of the client trying to work out exactly what needed to be in that letter. I never forgot that lesson. Not just the need for disclosure letters, which was obviously seared in my memory, but that there is a camaraderie between lawyers even on opposite sides - we are all trying to get the deal done. We need to be supportive of each other, not unnecessarily aggressive and to keep your eyes fixed on the ultimate goal.

The other incident that comes to mind was a completion board meeting immediately prior to which a novel fact emerged and I was asked by the client and the sponsor what to do. Common sense helped to provide the answer. This was a really important lesson for me; that even if one isn’t sure of the answer from a legal perspective, there is often a pragmatic approach to consider, without compromising the integrity of the transaction or the parties.”

As time passed, Howard found that he was much more interested in what the question might be - as in what the client really wanted and why - rather than the legal technology alone. And so he explored various ways of switching to in-house. While he was considering this, one of the partners of his firm suggested that if he were to go in-house he would need to be comfortable that ‘his judgement would not be clouded by the dust in the arena of conflict’. This was good advice, and clarity about conflict identification, avoidance and management are very important tools for the in-house lawyer. Of course, law firms need to be vigilant in this regard and are themselves commercial enterprises.

Howard then joined Morgan Grenfell, a merchant bank, and whilst there says he learned a lot about the “craft of working in-house”. He worked for a very able lawyer who had a very expanded view of the role; she was very much part of the management decision-making process and this took up quite a lot of time and energy. She saw her brief as being to address issues that were potentially harmful to the firm - and not just legal issues. In a way, she was a forerunner in changing the concept of simply being an in-house lawyer to a General Counsel.

Having, again, learned a lot on the job, including about managing corporate secretarial teams, Howard took his new found knowledge to BZW (the beginning of Barclays Capital) in 1989 and was, initially, the only lawyer dedicated to the firm. Another major learning curve. Howard’s approach was if an opportunity presented itself, take advantage of it rather than say someone else should do it. This ‘let’s do it’ philosophy made Howard realise the importance of having a good team around one so he was fast recruiting and building. It was a time when derivatives were really taking off. The in-house team needed to document these, to deal with global transactions, to go on the trading floor and speak on the phone to, say, an irate trader in Wall Street, to understand the regulatory framework and to provide good and immediate guide rails. And, beyond the in-house lawyers, Howard also recognised and valued the need for good external counsel to collaborate with. Eventually, Howard was asked to become the first General Counsel and the Company Secretary for Barclays, having drafted a hypothetical job description. He learned a lot about leadership; how to manage teams, the importance of trying to lead by example, and encouraging people to realise their potential. After a while, he wanted to go back to a smaller organisation and to return to what he most enjoyed, and so he went to Schroders and once more set about developing and growing the legal and company secretarial team. On the 20th anniversary of his joining, he handed the reins over to his successor and stayed on for another 11 months as an advisor.

A totally full on career; one crammed with learning and achieving; hardly surprising that the prospect of retirement was somewhat daunting. Howard says little things like no longer having an email address and learning to decouple himself from the corporate after a lifetime of being married to it was not an easy thing to do. He is still “emotionally and intellectually getting used to that”.

What lies ahead? Wisely, he doesn’t want to rush into anything.

“I think it is important to give myself some space to really consider what to do. I have joined the board of an educational charity and the investment and finance committees of the Diocese of East Anglia. I would also like to mentor and to be more available than I have been to my family and friends, so it is important that I do not fill up my time too much. One thing I really want to do though is become more proficient in Greek and Latin and maybe Hebrew.”

Throughout his life, Howard has had a passion for learning. He sees every job, every situation as an opportunity to learn something new and valuable - and to then pass it on to others. Doubtless that will not change in his ‘retirement’.