Top lawyer spotlight on…Nigel Boardman

In conversation with the leading M&A lawyer at Slaughter and May

‘Best-dressed, enigmatic, ruthless, charismatic, forbidding, courteous…’

There is no shortage of colourful epithets applied to Nigel Boardman, the leading M&A lawyer of leading firm Slaughter and May. So it is with some trepidation that I arrive at One Bunhill Row, with a short list of questions, purposefully drafted to avoid going over the same well-rehearsed and documented topics: the attempted takeover of M&S by Philip Green, the Thomson and Reuters merger, the football club cases…

There must be, I decide, a fair measure of journalistic hyperventilating to the descriptions.

The man seated opposite me in the corporate meeting room at Slaughter & May is surely just the epitome of an impeccably mannered Englishman of a certain generation and background.

The natural reserve must come from being probed by a stranger and one belonging to the journalistic breed to boot. The sense of humour is quintessentially English too.

Nigel Boardman is diplomatic, eloquent yet measured as befits his profession.

The reserve melts a little once the recording device is switched off but only imperceptibly so. Men who say little – strictly the necessary in Boardman’s case – are all the more intriguing.

Hence the journalistic conjecture and poetic licence…

BB: What is the most interesting case you’ve ever had from a legal perspective and again, from a personal one?

NB: Some cases might not necessarily be considered major, yet are personal landmarks for me.

For example, shortly after I qualified as a solicitor I was sent to Manchester for three months to work on a bank transfer business, which was a big step up for me – from having been mentored, supervised and managed, I was pretty much left to my own devices in a different city.

And then, there are some high publicity cases, some more distinctive than others. The most recent one would probably be the Liverpool football club sale because of the personalities involved and before that, acting for the government in the recapitalisation of the UK banking system.

BB: There is a very entertaining overview of the Liverpool Football Club takeover on the Slaughter and May website. Had you acted for the opposite side, could you have prevented the takeover?

NB: Yes. The long answer is that they did make some mistakes which I probably wouldn’t have made.

BB: So having a good lawyer makes all the difference between winning and losing.

NB: Yes, sometimes it does.

BB:  Did you meet John Henry? What are your impressions of him?

NB: I thought he was professional, astute, tactically sensible, had a good team and was personally involved with the detail.  I think he’ll make a good owner of the club.

BB: You are often described as a great tactician yourself.  Is this a quality that’s hard wired in certain types of people or can it be acquired?

NB: Being a good tactician is part of the job. Like virtually every other thing it’s helpful if you have a propensity in that direction, but practice helps.

BB: What makes a great lawyer as opposed to a good one?

NB: One that cares more about their clients than he or she does about themselves.

BB: Who or what are the most interesting clients to work with?

NB: As a category, the most interesting cases are when a company is going insolvent or is faced with a hostile takeover. In both situations there is enormous stress placed on the individuals within the company – the directors and management team – and it is in these circumstances that people reveal more of their personality than they do in other times. I think stress highlights weaknesses and strengths in an individual.

BB: Have you always been a football fan or have you developed an interest because of your work with football clubs?

NB: My father was involved in the Northampton Town football club when I was a child and took me frequently to matches. He then became an MP for Leicester and I was often invited to Leicester City Football Club. I later moved to London and lived close to Arsenal.

‘As a category, the most interesting cases are when a company is going insolvent or is faced with a hostile takeover.’

At that stage I was just a fan, but later I was very lucky to have the opportunity to do some work for them.  I enjoyed this even though it’s a slightly mixed feeling when you know more than the average fan because you get to know the troubles that may be facing the club – whether a player is holding out on contract negotiations, whether they are having difficulty with a transfer or whether they want to get rid of the player … and that takes a bit of the true joy away from just watching the football.

BB: Do you find that the vast amounts of money poured into the game have managed to transform its image of a sport for the lower orders into an elite sport?

NB: The sport has always been for the elite orders as well.  If you look back far enough, Oxford University won the FA cup on one occasion. I do think, however, that football has become a far more unifying force in recent years. When I first started working in the City, probably the only sport that was unifying to the same extent was racing. At the time, you had people of different backgrounds talking about horse racing. Now soccer is the universal language of social intercourse and everyone supports their soccer team. CEOs of major companies have at the very least an interest in and often support a team.

BB: The merger of Thomson and Reuters was one of your major cases. Do you believe there is room in today’s corporate culture for independent publishing? What do you think is the future of printed matter?

NB: Yes, in fact I think that the future looks brighter for independent publishing than it has done for a long time. The cost of e-book production is significantly lower, which is a major factor. Additionally, the internet has allowed greater diversification and innovative methods of communication with existing and potential customers. This is true of all small businesses, although publishers, like everyone else, must adapt and change.

I believe that printed matter will survive and one need only look at what happened in the music industry as a precursor to what’s happening in the book industry. Artists are touring much more now, because that’s the way they have to earn their money. Similarly, we will likely see more authors doing personal appearances and making more effort to sell their books.

Books will survive, as has the production of black vinyl discs, but they will have to be distinctive – they will have to give you something extra.

Poetry, for example, is much better read in a hardcopy book than as an e-book.

BB: Who are your favourite poets?

NB: I like the First World War poets – they had such a stark cause to talk about, that they are endlessly fascinating and they happened to be just after the later flowering of Victorian England.

BB: Do you have strongly held opinions on the WikiLeak disclosures as an individual or as a lawyer, assuming they are different?

NB: My opinions and beliefs as a lawyer do not differ from my personal ones. I hold tax evaders, for example, in contempt both as an individual and as a lawyer.

Regarding the WikiLeaks, I have concerns about the taking of property as information that belongs to others, and the publication of it. I think that you should only be able to do that when there is a really strong overriding public interest. I haven’t seen such an interest in most of the WikiLeaks disclosures. I personally don’t think it’s the kind of thing that should have been taken and published.

BB: Will you cycle for charity again and did you find it an effective way to raise awareness for the charity you were supporting?

NB: I will but not in the immediate future. We cycled 500 km from Lusaka to the Victoria Falls in 5 days, on very rough terrain, and it was physically one of the most challenging things I’ve done.

Yes, I do find it an effective way to raise awareness and support different initiatives in aid of children charities.

BB: With so many worthy causes out there, how do you decide which one to support?

NB: I have been a supporter of Save The Children for a very long time. The primary reason is that it is such a good cause.

George Bernard Shaw said ‘I have no enemies under the age of seven’.

You can’t blame children for being poor. They are the future and the engines for change in the world. The argument for supporting them is incontrovertible.

Reducing child mortality in developing countries is proven to reduce birth rate. If children have a high level of survival, parents would have fewer children and be more inclined to invest in their education. Economically, socially and morally, supporting children is absolutely the right thing to do.

BB: Do you see a distinction between charity and philanthropy? At times of great economic austerity, do you feel that people in general become more or less philanthropically minded?

‘You can’t blame children for being poor. They are the future and the engines for change in the world.’

NB: Philanthropy is a philosophy of life whereas charity is a single or multiple act of giving.

Economic austerity does not affect the great philanthropists out there, such as Bill Gates and Warren Buffett, but charity donations have fallen sharply during this recession, so it is fair to say people are less giving. Giving is down 9 % in the last 12 months.

If you are technical about it, charity donations come from a number of so called primary sources:

Charity trusts, corporate entities, wealthy individuals and the mass market. 

In a recession, these are affected in different ways. Charity trusts depend on the income from their investments and if there is a downturn in the revenue of the investments, their ability to give is reduced. In the case of corporate donors, charitable giving is one of the things they can trim when they have to go through cost cutting.

Lastly, the mass market giving depends on things that catch the imagination, i.e. tsunami, floods, etc. Only the major donors in the super wealthy category are not affected to the same degree in a recession.

BB: Do you have a favourite lawyer joke that is at once funny and self-deprecating?

NB: A man in a hot air balloon flies through the clouds and gets lost. There is a break in the clouds and he sees a man in a field, so he shouts down, ‘can you tell me where I am?’. The man in the field shouts back ‘yes, you are a hundred feet above the ground in a hot air balloon over a field!’.

The balloonist shouts at the man on the ground ‘you must be a lawyer’, and the man on the ground says ‘yes, how did you know?’. The balloonist replies ‘well, because the information you’ve given me is perfectly accurate and completely useless’.

The man on the ground remarks ‘you must be a businessman’. The balloonist says ‘yes, how did you know that?’ — to which the lawyer replies: ‘because you don’t know where you are going and yet you are blaming me for it’.