Practice Area Focus: Commercial law

Commercial law departments provide practical advice and assistance on a wide range of commercial arrangements from strategic planning of transactions and negotiation of contracts to deal implementation and contract management.

Commercial lawyers regularly advise on the following types of arrangements:

·     all types of IT and network contracts;

·     procurement;

·     supply of services and professional advisory contracts;

·     supply and manufacturing agreements;

·     standard terms and conditions of supply and purchase;

·     representation, agency, distributorship, channel and franchise arrangements;

·     joint ventures, co-operation and collaboration agreements, strategic partnerships; and

·     licensing, research, development and exploitation agreements.

What’s the working culture like in a commercial law department?

Team work is critical. The work can be fast paced and exciting, but it is important to keep a cool head and pull together.

What’s the typical makeup of a commercial lawyer’s client base?

Anyone who does business is a potential client. The spectrum of typical clients is vast. I have worked on agreements between huge multinationals and in the same day met with clients who are individual inventors and entrepreneurs.

Which other practice areas do you work most closely with?

Depending on the client and type of the commercial arrangement, we find ourselves operating closely with most departments within the firm. Recently I have been working with our IP, corporate, employment and EU/competition departments not only in the UK but also with our offices in other jurisdictions.

What skills make a good commercial lawyer?

Strong technical drafting skills and contract law expertise are obviously essential. Sometimes only high level, general advice is required, while at other times, more detail is necessary. Also, the ability to understand a client’s business needs and to adopt a pragmatic commercial approach to issues really set the best commercial lawyers aside.

What impact has the recession had on your practice area?

Our commercial department covers a wide range of areas, some of which are counter-cyclical and are in demand, for example advising on outsourcing deals targeted at cost savings. We are also finding that the recession is changing the nature of some of the work we are involved in. In particular, there is now closer scrutiny of pre-existing deals, to ensure that maximum benefit is being obtained from the contractual arrangements underpinning the deal. There is also more emphasis on re-negotiating deals which may not mirror the economic environment in which a client is operating. Needless to say, sensible commercial lawyers can add real value to this process.

What recent key commercial deals has your firm been involved in?

We have recently advised The Football Association on its overseas TV deals for the FA Cup and England matches as well as the associated international production, technical and archive deals.  We have also advised them on a range of non-contentious and contentious matters including corporate and finance, IP and rights protection, competition law, data protection, regulatory and marketing matters.

We assisted EDS on commercial, employment and competition law issues in connection with the global IT outsourcing undertaken by Shell, one of the largest outsourcing transactions in the world last year. The deal was worth $1bn and it is estimated that 150,000 users in over 100 countries will be affected by the deal, which will see EDS managing Shell’s end-user computing services, including desktop, service desk, on-site services, back-up and disaster recovery mobile information protection and managed messaging services. Our London office provided support to EDS, along with our Dutch, German and Italian offices.

We have supported the British Educational Communications and Technology Agency (Becta) on a range of high-profile IT projects. These have included the Universal Home Access Project where we advised Becta on all legal aspects of this high profile project, “headlined” by Gordon Brown at the 2008 Labour Party Conference to ensure that all children, irrespective of the income of their parents, have access to a computer with Internet connectivity.  We have been advising Becta, initially on the pilot scheme (operated in two local authorities) and then on the main nationwide rollout.  The legal issues have been numerous and complex involving State Aid, public procurement, copyright/trade mark licensing, banking and financing and public sector vires issues.

What do you think will be the future shape of the commercial department?

A lot of our work is cross border and multi jurisdictional. This type of work looks set to increase, especially in hi-tech sectors such as open source software which are becoming more pervasive across all businesses. Another exciting area will be the energy and clean tech sector which is attracting political and commercial interest and funding.

What phrase is a commercial lawyer most likely to use and what does it mean?

“What are your commercial requirements?”. Too often lawyers can frustrate entrepreneurial business people and can be seen as a barrier to a commercial arrangement. We need to be sensible but also pragmatic with our advice so that we are viewed as facilitators by our clients.