The MT Interview: Nigel Boardman

Enigmatic and self-contained, this Slaughter & May partner has made a name as the City's best merger lawyer, bar none. He saw off both of Philip Green's assaults on M&S - going for the jugular each time - and personally advises an astonishing 12 of the FTSE-100 companies.

by Chris Blackhurst
Last Updated: 31 Aug 2010

Nigel Boardman is ready for me now. I'm sitting browsing a magazine in Slaughter & May's huge glass reception area in Bunhill Row in the City and, suddenly, a tall, thin figure has glided imperceptibly over to me.

I've been made to wait. Long enough that the level of jelly babies in the vast bowl sitting on top of the law firm's check-in counter must have dropped a centimetre or two. As well as stuffing my face, I've had time to take in the large contemporary sculptures that stand by the stairs and the imposing security men who guard the front door. It's all a far cry from Slaughter & May's old offices in nearby Basinghall Street. Those were cramped and rambling; these are modern and swish, more investment bank or multinational head office than solicitors' practice.

The atmosphere is quiet and unhurried. A lot of thought and attention to detail has gone into these premises. The light isn't glaring but calming, the stairway is luminescent. Nothing is so grand or boastful as to make clients think twice about the size of their bills, but neither is it so small as to make the lawyers within seem belittled. This is a place of power, class, influence - and affluence.

For years now, one legal partnership in the City has stood out above the rest. Ask any lawyer to name the top corporate firm of solicitors and the chances are they'll choose Slaughters (as the firm is known in the City). Even among the magic circle of leading firms (the others are Linklaters, Freshfields, Clifford Chance and Allen & Overy), Slaughters stands alone.

It may not be as big as some of those rivals, but none has more FTSE-100 clients; no firm is involved in more of the mergers and acquisitions currently all the rage in the nation's biggest boardrooms. Or in financing, joint ventures and general litigation on their behalf, come to that.

And within Slaughters (and the wider City, too) no individual lawyer comes ahead of Boardman. Voted Best Business Lawyer more times than any other in publisher Chambers & Partners' annual survey, he is head and shoulders above the field. When Asda was bought by Wal-Mart, its lawyer was Boardman. When Orange was on the wrong end of the bid from Mannesmann, Boardman was its adviser. He steered the Astra-Zeneca merger, acted for Shell on its purchase of Enterprise Oil, and represented City Wunderkind, Hugh Osmond, in various battles.

He successfully defended Marks & Spencer against Philip Green twice - using aggressive tactics that caught the rest of the legal community on the hop. On the first occasion, he served Green with a 'section 212' notice, forcing the retailer to disclose any interest in M&S. This revealed that Green's wife Tina had bought shares in the company - causing Green enormous embarrassment and severely blunting his attack.

Then, on Green's second M&S tilt, he dealt another heavy early blow by applying to the High Court for the billionaire's lawyer, Freshfields, to be required to stand down because it had been advising the store group on its contract with designer George Davies. Boardman pointed to a conflict of interest in representing Green as well. The move was seen among other City lawyers as verging on the ungentlemanly: one member of the elite seeking to have another struck out. But the court, and subsequently the Court of Appeal, agreed with Boardman and Green was obliged to switch law firms even before his offensive had begun.

That was followed by M&S boss Stuart Rose's claim that his phone bills and mail had been tampered with. Boardman - again going for the jugular in what is believed to be the first use of this tactic in a UK takeover - slapped Data Protection warnings on Green and his associates.

Eventually, Green withdrew and the pre-eminence of Slaughters and its senior corporate partner, Boardman, was thus confirmed. Other heavyweight clients of his include BAE Systems, Morgan Stanley and Reuters. He personally advises an astonishing 12 of the FTSE-100 companies. That is an incredible number: most other lawyers would pinch themselves if they found they had one of the 100; Boardman has a dozen.

More recently, he has popped up in the unlikely arena of football disputes as de facto general counsel for his favourite football team, Arsenal.

He was embroiled in the row with Chelsea over the Ashley Cole 'tapping up' affair; then, as if that wasn't enough, he agreed to help Arsenal's arch-rival, Tottenham, in its spat with Chelsea over the alleged illegal approach for Spurs' sporting director, Frank Arnesen.

His reputation is that of a rapier tactician possessing fierce determination. He is ultra-discreet and disarmingly courteous. There's an element of showmanship about him, which helps make him stand out. We don't go in for US-style celebrity attorneys here, but that does not mean companies don't like their lawyers to exude authority and charisma.

Boardman has what corporate clients want, by the bucketload.

'He's a curious, odd mix,' says a close colleague from the M&S defence team against Green. 'When you first meet him, he can appear quite forbidding.

He talks quite slowly and he is a big man, so he come across as intimidating.

Then you get to know him and he's funny and charming, so you relax a bit.

Then you realise he's absolutely brutal in his execution. That combination of forbidding nature, charm and toughness - they're what set him apart.

'Nigel has also got the art of not saying very much in meetings,' adds the colleague. 'It's very clever - it's as if what he says counts for more.'

A lawyer from a rival firm paid tribute to Boardman's ability, but also pointed out his 'incredible staying power'. Other legal eagles have come and gone, but Boardman has continued to advise on deal after deal, and even now, at 55, after decades at the top and earning a handsome living (well in excess of £1 million in each of the past few years) he shows no sign of slowing, let alone quitting. It's another element of his undeniable mystique.

His ruthlessness is legendary (take the apocryphal story about Boardman dictating a letter of dismissal and giving it to a secretary to type up: the letter was intended for her), as is his work ethic. Another story tells of the trainee who shared his office getting up to leave at 8pm.

As he reached for his coat, Boardman looked up and asked: 'Are you cold?'

When we speak to agree to meet, he says he can do any time - 6am, if I prefer. He is serious.

We settle on 5pm. With his carefully coiffured silver hair, immaculate Savile Row suit, perfectly knotted tie and a shirt so white it must be brand-new, nothing is out of place or left to chance. His cultivated appearance and considerate manner - he is very attentive and ever so concerned for my welfare - make him seem uncannily like the Ian Richardson character in Michael Dobbs' political thriller House of Cards; the Chief Whip who was deadly but ever so courteous with it.

On the phone we had discussed where to get together and he offered to come to me. I said, no, I preferred to see him on his own turf, in his office. When he leads me into this lair, I've never seen anything like it. Every scrap of paper, every file, has been removed. There are just photos of him and his family (he has five daughters and a son) and some legal textbooks, and a picture of his large farmhouse hideaway in France.

Otherwise, the desk and shelves are bare.

I joke that there was no need to adopt a scorched earth policy. It falls on deaf ears - this is Boardman, the calculating and cautious, not prepared to take a chance.

Or is this all part of the act? A solicitor who has worked against him on several takeovers describes him as 'mischievous' - more so than his only serious rival for the number one slot, Anthony Salz of Freshfields.

It's true, Boardman's eyes permanently shine and his mouth often turns up. It's unsettling - you wonder if he's having some elaborate joke at your expense.

Notwithstanding the offer of a 6am start (he is reputed to work 80-hour weeks) and stripping his room ahead of my arrival, it transpires that the day we meet is his birthday. Given it's the early evening, I say, you could have been out celebrating with family and friends. Not a bit, he says. So business comes first, the rest can wait.

He was born in 1950, the son of an East Midlands solicitor who went on to become an MP, a minister and then a renowned City figure, Lord Boardman, who served as industry minister and chief secretary to the Treasury in the Heath government, and later chaired NatWest bank.

Home was in the village of Welford near Market Harborough. His brother still farms in the area. He grew up, he says, supporting nearby Leicester City before switching to Arsenal when he moved to north London. He went to Ampleforth, the strict Catholic boarding school in Yorkshire. 'They weren't the happiest days of my life,' he says.

Then, typically, he checks himself. 'But they weren't the unhappiest either.'

It was suggested he should go into law - but after studying something else first. 'I went to Bristol and read history, because I felt I ought to do another subject. It seemed a sensible way to proceed. My father was very helpful - he said I should do a subject I'd do best in, that I had lots of time afterwards to study law and to build a career.' He went to the College of Law, took his legal exams and applied to join what people told him was the best firm, Slaughter & May.

Founded by William Slaughter and William May in 1899, Slaughter & May is different from other leading firms. It has always had international clients, but while others opened overseas offices, merged and changed their names, Slaughters stuck resolutely to a London base and an unvarying monicker. Latterly, it has added foreign branches, but they are little more than satellites. Slaughters' principal business remains in London, in the City.

Similarly, while rivals took the expansionist path, adding hundreds of partners, Slaughters did things in its own way. Clifford Chance, the biggest firm in London, can count on almost 700 partners across the world. Slaughters has fewer than a fifth of that number, and they are all equity partners.

Unlike the other main players, there is no potentially divisive, two-tiered structure of salaried lawyers and full partners at Slaughters.

The firm also sticks to its traditions in other ways: partners, if they are not lunching out or too busy, are expected to join their fellows in the partners' canteen. There's no hierarchy; they sit where there is space, regardless of who they might be sitting next to. That way, they get to know each other better.

As a trainee, says Boardman self-deprecatingly, he learned how to use the photocopier and to get up on time every morning (he did rather more than that, of course). He also formed relationships that have stood both himself and Slaughters in remarkably good stead.

Among fellow articled clerks in 1973 was Malcolm Nicholson; they became friends and were made partner at the same time in 1982. Like Boardman, Nicholson is top in his field - competition law. 'We were both very serious about our futures, but we larked around playing practical jokes,' says Boardman. One of their colleagues was a natural fall guy. 'We put boot polish on the mouthpiece of his phone and Sellotape across the top, so it would continue to ring. We'd phone and then speak softly so that he pushed it against his face even harder.'

It's said of Slaughters that it has the highest number of children per partner of any City law firm. This may well be true - Boardman and Nicholson have six children each, as does Eddie Codrington, another long-serving partner who joined the firm at about the same time. It may also be partly responsible for its centred, integrated atmosphere. The partners even see each other on holiday: the Boardmans, Nicholsons and Codringtons all have homes near each other in France.

Partners rarely leave and Slaughters doesn't go in for poaching star teams from other firms.

A few assistants each year make it to partner, but there is no hard-and-fast rule. 'We take a decision that is based on a 30-year period - that's how long they will be partner,' says Boardman. 'We have to think: if we don't make them partner, they will leave - in which case they will become a partner somewhere else and be our competitor. Therefore, what we think is: is this someone we want on our side or are we happy for them to be on the other side? If the answer is yes to the first, we have to find a way of making them partner.'

Nevertheless, it must be stressful telling someone they will not be fulfilling their dream. 'If someone comes to me and says they're thinking of leaving, I try to be fair to them. I try and tell them the truth - you never get anywhere by lying to people. If you behave in an underhand fashion, you will be found out.'

He is inordinately proud of his firm, its staff and its history. 'We do have a very good culture. It's like the solera system for making sherry - where you take the old and add the new to create a very good sherry.'

There was a period, though, when it looked as though Boardman would never be a partner. After qualifying, he left to join merchant bank Kleinwort Benson to work as assistant to David Clementi (who went on to head the bank, become deputy governor of the Bank of England, a knight of the realm and now chair of the Prudential). 'I wanted to be closer to decision-taking.

As a junior lawyer, I thought I wasn't close enough. I thought I would be closer as a junior banker, but I discovered you're no nearer the decisions there, either.'

He stayed a year before a former colleague asked him how he was enjoying it. 'Less than Slaughter & May,' he replied. He was asked if he wanted to return and he jumped at the chance.

He doesn't regret leaving Kleinwort. 'David Clementi was a very good teacher. It was an experience that was very important for me and my career.' Clementi, he says, taught him that clients come first, that his job was to help them.

It was a lesson he put to good use. Soon after he returned, he had a French client. 'I told him with glee that he couldn't do something. He said: "You behave like a policeman. If I want a policeman, I can find one in the street." That had a big impact on me. It said to me, you went through university and the College of Law, and you can tick the right boxes - but knowing the right answer isn't enough. I saw that a clever answer isn't always the right answer. When you start, you think it's all you need, but you've got to be responsible about what you do and realise that actions have consequences, and take those consequences into account.'

Also, one of his early assignments was being sent up to Manchester for 10 weeks to work on the transfer of one of the banks caught up in the secondary banking crisis. He was on his own. 'I was a very junior lawyer and given a lot of responsibility. It was a very burdensome job. It made me see things differently.'

Boardman and his partners tend not to focus on one subject. 'We're multi-specialists, not specialists. I cover project finance, M&A, insolvency - whatever comes through the door. We're client-focused, not subject-matter focused.'

This means that Boardman can see more of his clients than lawyers at other firms see of theirs and develop closer ties with them. 'If a client wants to float, I'll do the IPO; if they want a bank loan, I'll do the loan; if it's project finance, I'll do it.' Only on litigation and tax will Boardman hand over the job to someone else within the firm, but he will stay involved.

Slaughters has a reputation, though, for working its people hard. 'Our life expectancy is not below the national average. We like to be busy,' he says. But his firm does not pursue the macho approach that some City lawyers are often accused of following: seeking any excuse to hold long meetings, often into the night; printing reams of documents; swamping a task with droves of staff; and, ultimately, hitting the client with a very large fee.

Neither do Boardman and his partners get bogged down in completing time records - they bill what they think the job is worth. 'We don't keep a tally at Slaughter & May,' says Boardman. 'Time-sheets encourage people to exaggerate the truth. People don't come here to be lazy. We don't need to check up on whether they are pulling their weight. Everyone comes here because they're ambitious. We're not a backwater. There are four assistants, at most, per partner, so if you don't know what an assistant is doing, you're not doing your job.'

So, what does Boardman offer that others don't? Sell me Nigel Boardman.

'I'll sell you the firm, if I may,' he says, grinning. 'Clients want us to maximise their position. They determine their position, then they ask us to maximise it. That means adding value throughout the piece - not just technical, legal stuff.'

On a takeover defence, for example, clients 'need to know what is permitted and what is not permitted. The trick is finding a way of doing something legitimately.' So on M&S, when it looked as though someone was accessing Rose's confidential records, he served Data Protection notices on the other side. It was a clever device - there was no evidence that Green or his associates were behind the infiltration of Rose's details, but the serving of the notices made it seem as though they could have been.

'We worked within the laws of defamation,' says Boardman, beaming.

He knows and I know it was brilliant, that the effect was to make it appear that Green was playing dirty. The catchphrase of Richardson's character in House of Cards springs to mind: 'you might think that, but I can't possibly comment'.

His favourite tasks are defending against takeover or advising on a possible insolvency. 'I enjoy stress. It's more satisfying adding greater value in difficult circumstances and they (take-over defences and insolvency) can be the most difficult. The more difficult it is, the more I enjoy doing it. I like the nightmare scenario - if it wasn't difficult, it wouldn't be any fun.'

Nothing gives him a greater buzz than a client ringing out of the blue and telling him to look at his screen - they've just received a bid approach.

But, after all this time, doesn't he yearn to be on the other side of the table, running a business?

He nods. 'Someone like Stuart Rose can walk around the shop floor and see what is wrong with it - he's very good at that. I can't. I know that's not my strength.'

Anyway, he says, 'I do help to run a business; it's called Slaughter & May. It's a fantastic job and I love it.'

FOUR TOUGH CHALLENGES FACING BOARDMAN

1. To consolidate his position as the City's top mergers and acquisitions lawyer, as the action hots up

2. To keep Slaughters punching above its weight, number one for companies involved in M&A deals

3. To find, encourage and bring on future Nigel Boardmans

4. To secure an injunction for Arsenal that leads to Chelsea being docked points and the Gunners winning the Premiership

BOARDMAN IN A MINUTE 1950 Born 19 October. Educated: Ampleforth College, Yorkshire; Bristol University; College of Law 1973 Joined Slaughter & May as trainee solicitor 1975 Qualified and left for merchant bank Kleinwort Benson 1976 Returned to Slaughter & May as assistant solicitor 1982 Made partner 1996 Head of firm's corporate department 2004 Stood down as head of department to concentrate on client work; steered Marks & Spencer's successful defence against takeover by Philip Green.

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