Heroes General Counsel, Alastair Zucker gives us some insight into what it’s like to join a company as it’s first in-house lawyer in the very early days dealing with everything from fundraising and M&A, to regulatory compliance and litigation and working solo with a steep learning curve. This is what it’s always like, so will hopefully provide some inspiration for lawyers aspiring to become GC’s in a scale-up environment.
Our interview with Alastair is the latest in Florit Legal’s In-house Legal Journeys® series.
Heroes is a hyper-growth e-commerce business. From zero in 2020, we have acquired and now operate over 40 ecommerce brands, the most famous of which is Trunki (of Dragon’s Den fame). We specialise in products aimed at children and their parents, but we also have a general merchandise division which markets a large variety of products, primarily on Amazon.
I was excited by the opportunity to join a management team on what I thought would be a wild ride. I joined the company very early and have been there for more or less the entire journey. I’ve watched the company grow from a little office in North London to seven offices across the UK, Spain, the US and Hong Kong.
Being GC at Heroes has its moments like all jobs, but it’s been such a privilege to have a ring-side seat as Heroes has grown the way that it has. I’ve been involved in all sorts of matters, including fundraising, M&A, litigation and product and regulatory compliance, amongst a host of other things.
As the first (and for a long time only) lawyer in a fast-growing business, there was no choice but to roll up my sleeves and get things done. In the early days, being forced to do a lot with a little forced a sharp learning curve: initially I had to do everything with a small budget. There was no room to outsource other than for the most important matters.
I also had rapidly to learn to be a business partner, which was a significant mindset shift from private practice. This takes some practice, and I’m glad I had the opportunity to learn the skill whilst Heroes was a fraction of the size that it is today.
Sitting on the executive team and as the group company secretary, I’ve had a seat at the table at the highest level. Being in the room as a fast-growing consumer group’s most important decisions are being made is fascinating.
My favourite moment professionally was completing the acquisition of Trunki. It was the first marquee brand that we acquired and the whole team knew that bringing it onto the platform was going to be a game changer for us (and so it has been). It was at that time the most complex deal we had done, as it came with a real estate portfolio, a TUPE transfer of employees and lots of other complications besides. Integrating a well-known brand with a distinctive culture and rich history has been a very interesting experience.
Closing our series A equity funding round was also quite a moment. The founders and I were working on a significant acquisition and the fundraise at once, all whilst troops were massing on the border with Ukraine. We worked around the clock, knowing there was a risk that if Russia invaded, our investors could be spooked and pull the raise, and with it the acquisition would fall through. We closed the round just a couple of days before the invasion and did the acquisition a couple of days later, after Russia had invaded. That purchase has turned out to be our best acquisition to date in terms of post-completion performance. Quite an experience, which has left a few grey hairs in my head…
Availability and cost of capital for retail businesses is a problem. eCommerce aggregators benefitted massively from the COVID-19 pandemic and low interest rates as sales skyrocketed and money was cheap, the latter being important for capital intensive businesses engaging in a lot of M&A. As rates increase, investors have shifted to focus on growth at all costs to look much harder at profitability, which is proving painful for many across the industry. How people reorganise their operations, focus on their core strengths and grow their brands is going to be the big challenge for the remainder of the year and into 2024. The job of the legal team is to facilitate that pivot in as many ways as possible, which for us has principally led to professionalising the supply chain and the way in which we handle relationships with wholesale customers to shorten the contract lifecycle and enable sales.
The biggest challenge for in-house lawyers is finding ways to be a ‘value-add’ to the business. There is a tendency for management teams to see in-house legal functions as an overhead, and the key is to change that perception. Success in this area will vary from organisation to organisation.
Legal ops: other than one or two boutique consultancies, this area seems overlooked; and it seems to me that there is a gap in the market for firms to help their clients automate away a lot of the boring work.
I suspect that firms don’t want to look at legal ops because they fear that it means work will be taken away from them. the truth is that routine work is handled by in-house teams without external help. Freeing up teams to focus on higher value matters may end up increasing revenues as people decide they need help on the things they are now doing instead of NDA’s, standard supply contracts or whatever.
Attitude. Hard skills are teachable, attitude is not. At Heroes, you must be resilient, adaptable and have a sense of fun. You also need to be able to hold your own against some strong personalities.
The pace of change is always drastic at Heroes. It’s always a good time to join.
I wanted a job that was wordy, business focussed and would keep my interest as it is constantly in flux. So far, the career has delivered.
The late Richard Diffenthal (former head of Corporate at Hogan Lovells) gave me some fantastic advice whilst I was a trainee that I still think about every so often.
We had a conversation as I was coming up to qualification where he told me that to really thrive in the profession, especially in private practice, you have to love what you do. Being good at it isn’t good enough: there are plenty of lawyers who excel at the job but hate it and you have to find a niche which works for you. Otherwise, you will always be dissatisfied professionally and may end up giving up entirely.
At various points in my career, I’ve reflected on that conversation (which years later when I asked him he’d entirely forgotten – it’s funny how what seems like an off-the-cuff comment to one person can be life-changing for another): I turned down banking jobs because I wanted to do M&A when I qualified, I reflected on the conversation again as I made lateral moves, and yet again when I decided to join a brand-new business with big ambitions as their first lawyer.
I’ve found that working inside an ambitious business rather than in a firm has worked for me: it scratches my entrepreneurial itch whilst still using a skill set honed over a decade and more.
Three things:
We made a lot of mistakes in the early days at Heroes by approaching micro-M&A in the same way as one would approach mid-market transactions. Our initial attempts to run processes at the sub £2m end of the market resulted in us scaring off sellers as we came across as too aggressive and corporate in our approach.
If you are doing micro-M&A, you have to be prepared to assume more risk and focus on what matters. You’re going to get nowhere grinding down a seller over a specific indemnity when what’s at stake is their house. It took a while to understand that the amounts we were risking on any given deal were relatively small on any one deal and so our risk tolerance could rise accordingly. Micro-M&A at rapid pace was de-risked to a degree by structural factors.
As we got more experienced as a team at assessing eCommerce businesses, we became more effective. We developed an keener sense of ‘where the bodies would be buried’ and went looking in a targeted way, speeding up processes whilst appearing pragmatic, and all the while ensuring that the common risks we encounter are covered. To get there, we had to do the work: we bought well and bought badly. We doubtless passed on some great assets and on some shockers as well. It was only through assessing lots and lots of assets and making the mistakes that we became experts. You learn from the failures more than the successes.
In-house lawyers need to be more approachable than their private practice counterparts. You will interact with people from across the business, from juniors to the C-suite and you need to be able to gain the trust and confidence of people at all levels.
In the first 100 days, the most important things to do is to listen, understand the ways of working and risk tolerances of the organisation you have joined and calibrate your advice accordingly. It will rarely be the case that a businessperson wants to take an entirely de-risked course of action. At the same time, you need to make sure what you turn out is as good or better than those you did in private practice. Getting top quality outputs from a fixed cost makes hiring a permanent lawyer (which can be seen as a cost centre) seem like a worthwhile investment.
Before there’s too much of a mess for the in-house lawyer to tidy up within a reasonable period of time! This will vary from business to business.
If you get one resource, it should be PLC or an equivalent. The precedent bank and legal encyclopaedia is a must have, and the in-house licenses are not that expensive.
I think the big benefit of AI will be to speed up repetitive tasks and reduce (or even eliminate) minor but time-consuming drafting challenges. Natural language processing tools should (and can) tell you whether an NDA on somebody else’s form meets your requirements. Some tools will even do the mark-up for you.
Generative AI tools are already doing tedious drafting tasks quickly. I’ve seen plug-ins that enable you to select a portion of text in a contract and give the prompt ‘redraft this section to make the obligations set out in it mutual’ and generative AI does the work in seconds. This stuff is game-changing.
The above isn’t going to kill legal work in my view, it will instead free up lawyers for where they add more value. The less time in-house lawyers spend typing and the more time they spend thinking the better in my view. I think the analogy is spreadsheet software and accounting: Microsoft Excel did not kill accountancy, rather the industry grew because the people could gather and present financial information became so easy and cheap. This paved the way for people who analysed and interpreted that data to add real value.
I encourage my team to ensure they have a quality diet, get proper sleep and make time regular exercise and leisure time. Fix the basics.
We were founded during the COVID-19 and so we’ve always had a flexible work policy.
Maintaining flexibility and culture as we’ve returned to the office has been a significant challenge for the business, especially as we’re dispersed across various countries.
Lockdown changed my life. It was during a work lull in lockdown that I decided I didn’t want continue working towards law firm partnership and instead wanted to try something else. I also found the Heroes founders and signed up during lockdown. The rest is history.
Spending time on the Sussex coast. The South Downs National Park on a calm day is glorious and easily accessible from London by car and train.
Teaching English at a holiday camp in France in my student summers. I had a garret room in a chateau overlooking the vineyards in Champagne. I used to sit on the windowsill each morning with a cup of strong coffee, basking in the morning sun. Sometimes I wonder why I came home… 😆
Charlie Munger always comes across as a wise and quite amusing fellow. I reckon an hour with him would be very worthwhile. I would like to pick his brains on what makes for a bad investment as much as a good one, and what the key elements are to his ability to pick winners again and again with Warren Buffett.
The Toyota Way by Jeffrey Liker, which I read earlier this year, is the most influential business book I’ve ever read. It outlines the principles of the Toyota Production System, which was the playbook that Toyota used to build from a small car-maker in post-War Japan into the world’s largest automotive company.
Its precepts are not just applicable to manufacturing and many of the concepts that Toyota developed can be applied to just about any kind of business, whether consumer goods, tech, professional services, you name it.
Anybody who manages a team or has some sort of broad remit or responsibility in any kind of organisation would be well advised to read this book.
Hands down it’s an iPhone. It’s the most useful tool I own and it also has the benefit of being beautifully designed. Modern life would not be the same without smartphones and iPhones are the best of the crop (which I say as somebody who has flip-flopped between Apple and Android devices over the years).
Like one of your previous interviewees, Nando’s. It’s a bit of an unsung hero in my view.
The food is consistently good and not too unhealthy, the atmosphere is pleasant and family friendly (important with a little one!), and it doesn’t break the bank. I also love the crowd in my local branch in South London. You can go in on a Saturday afternoon and find young families battling with obstinate children, teenagers doomscrolling through the ‘gram, a group of roadmen being macho eating extra hot wings as well as an old couple sitting quietly in the corner. I can’t think of anywhere else where you’d get that kind of mix and the place still feels totally normal.
Japan. I was so amazed the first time I went I booked more leave and a plane back again as soon as I got home. It’s like nowhere else as it’s hyper developed but has got there without any western influence really, which makes it’s completely fascinating. Every single interaction, ordering in a restaurant, boarding the bus, buying a museum ticket, is subtly different from what you would expect at home, which makes it so much fun. Then there’s the food, which is unbelievable.
Next is Athens with work and a bit of play tacked on – Acropolis here I come!
“Activation solutionise”, which I once heard used by a creative executive a number of years ago – I didn’t know what it meant then. I still don’t know what it means now. I suspect the user had no idea either and probably still doesn’t but may still be using the phrase. It’s the worst kind of corporate nonsense.
Haribo, usually in the middle of the night when I can’t sleep.
Please subscribe to our mailing list for more in-house legal recruitment market insights.
Florit Legal Recruitment is one of the top specialists in the search and recruitment of in-house legal counsel in the UK. We are among the best legal recruitment agencies for in-house legal jobs, general counsel, company secretary and head of legal appointments, and a reliable source of UK lawyer salary information and executive coaching for lawyers.
