Bjarne Tellmann, Pearson's senior vice president and general counsel, has overseen a sweeping reorganization of the company's legal division since joining in 2014. He centralized the previously decentralized legal function, increasing the use of in-house lawyers over external counsel. Tellmann recruited specialists in key risk areas like privacy and compliance. He also created a two-tiered lawyer team of specialists plugging core risks and generalists supporting business units. Tellmann invested in new technology for contract management, billing, and other systems. He conducted a rigorous review of outside law firms, assessing them on diversity, experience, and openness to change, ultimately improving Pearson's panel of advisers.

1. 16 Legal Business June 2016
Last month, Pearson’s high-profile senior
vice president and general counsel (GC) Bjarne
Tellmann was attending an executive leadership
course at Harvard Law School when he bumped
into Ben Heineman, General Electric Company
(GE)’s former veteran legal head who is lauded
by many for inventing the playbook for the
sophisticated, globe-trotting GC.
Tellmann grabbed the opportunity to have
dinner with America’s most celebrated in-
house counsel (appropriately in the local arm
of Legal Sea Foods, slogan: ‘If it isn’t fresh, it
isn’t Legal’). But the plain-speaking GC is not
one for merely buttering up his role models.
‘I don’t agree with everything he’s done
and I told him over dinner: “The world has
moved on.” But I’m an enormous admirer of
his life trajectory. He had 1,000 lawyers [at GE]
and staffed it almost exclusively with top-end
partners on $1m plus [packages]. He fired pretty
much the entire slate of managers when he
started. That moved the needle for everyone in-
house. That was the beginning of the revolution
of people going in-house and creating dynamic
teams. But since then, building an internal
law firm is not necessarily how you want to
operate in a modern landscape. You need more
diversity – agreed, by and large. I admire him
the most, just because of what he’s done for us.’
Heroes aside, Tellmann is doing a
respectable job making a name for himself as
a forward-thinking GC. Two years into the job
at Pearson, the largest education company and
book publisher in the world, he has conducted a
sweeping reorganisation of the company’s legal
division – which houses over 100 lawyers in a
185-strong team – and overseen the high-stakes
sale of the Financial Times (FT) to the Japanese
group Nikkei for £844m, as well as disposing of
Pearson’s 50% stake in The Economist Group.
Last year also saw the launch of a wide-ranging
panel review for the FTSE 100 company.
Joining in 2014 after a long and varied
career at The Coca-Cola Company, Tellmann
set immediately about centralising a
sprawling legal function that reported into
multiple company divisions around the
world, which he says reflected Pearson’s
‘decentralised business model’.
Tellmann’s first task was to assess the
company’s global legal risk, which led to
senior recruitment to cover data privacy, anti-
bribery and compliance and anti-corruption.
Notable figures in the Pearson team now
include chief privacy officer and associate GC
Belinda Doshi, who joined from Nabarro, and
global competition head Johanne Peyre, who
joined from Michelin Group last October,
where she headed the antitrust function.
Tellmann set out to create a two-tiered team
of ‘specialists and generalists’, where the former
would ‘plug the core areas of risk’ while the
latter would be tied to different client groups
in the business. ‘The restructure meant every
lawyer was assigned to a particular part of the
business. Every client has a lawyer – we put
them at the leadership tables of the business
to be more pragmatic. I thought long and hard
about why we exist. Why shouldn’t the chief
executive just go directly to outside counsel?’
Tellmann’s reorganisation rebalanced
Pearson’s function towards a more muscular
internal team, reversing a 60/40 split between
external and internal spending to see the
lion’s share of resource go on providing
services internally. ‘That has brought our
costs down significantly. I’ve taken 20% of our
budget out in the last two years.’
Even a more cost-conscious Pearson is
a major user of legal services, currently
spending well over £15m annually.
Tellmann cites two main advantages of
bringing work in-house, arguing firstly that
in-house teams are better-placed to identify
and mitigate potential problems and risks at
an early stage. ‘You can’t do that outside the
company; you need to be at the table with a
close relationship to the business.’ Secondly,
he maintains that in-house counsel are better
at providing pragmatic advice than law firms.
‘That’s based on our knowledge of the business
and our comfort level of taking reasonable
risks. That was the underlying strategy of
getting people embedded into the business
and getting their feet under the table.’
If such notions are now mainstream among
GCs at major plcs, Tellmann has broken
with the pack to insist to Pearson’s executive
team on substantive investment in tech and
infrastructure. The legal team has rolled out
five separate initiatives in the last year, covering
e-billing systems, matter management tools,
contract management systems, IT tracking
systems and e-signature tools.
The final strand of Tellmann’s shake-up
is a move to a more structured relationship
with Pearson’s outside counsel, after what he
dubbed a ‘rigorous and structured process’
that began last year.
Unusually drafting in Accenture to help
with the process, Tellmann assessed pitching
advisers against a matrix of factors. Though
using bluechip consultants is rare in the legal
industry, Tellmann was impressed. ‘Accenture
has been a great experience. They helped
structure the plan, put an arm’s length to it and
it’s important that you do this in a proper way.’
Key factors for pitching law firms were
coverage in practice area and geography,
followed by industry experience, the people
put forward for the job, value-adds and
diversity. ‘I spent a lot of time asking about
diversity – “Why do you have so few female
theclient
At a glance
Bjarne Tellmann
Career
1995-97 Associate, corporate, White & Case
1997-99 Associate, Sullivan & Cromwell
1999-2001 Attorney, Kimberly-Clark Europe
2001-07 Deputy general counsel, Coca-
Cola HBC
2007-10 General counsel Japan and
assistant general counsel, The
Coca-Cola Company
2010 General counsel Pacific group, The
Coca-Cola Company, Tokyo
2010-11 Director, The Coca-Cola Company
2010-14 Associate general counsel, The
Coca-Cola Company
2014-present Senior vice president and general
counsel, Pearson
Pearson – key facts
Size of team 185 including 100 lawyers
External legal spend In excess of £15m
Preferred UK legal advisers M&A: DLA Piper;
Pinsent Masons; Freshfields Bruckhaus Deringer;
Herbert Smith Freehills. IT/commercial: Fieldfisher;
Kemp Little; Pinsent Masons. Employment: Charles
Russell Speechlys; DWF
PUBLISHING
Bjarne Tellmann Pearson
The plain-speaking Pearson law chief on driving
change and pulling up your role models
Profile
‘Accenture has been a great experience. They
helped structure the plan, put an arm’s length to
it and it’s important you do this in a proper way.’

2. June 2016 Legal Business 17
PUBLISHING
partners?” Also I don’t like it when they
don’t bring any associates when pitching for
a panel. I think: “Have you no confidence in
your juniors?” Associates are the ones we
spend a lot of time with.’
Also critical for Tellmann from outside
counsel is proven commitment to pro bono
and imaginative use of technology. ‘Then you
know they’re thinking more holistically about
their approach to clients and our needs rather
than their rigid approach. Innovative law
firms know how to execute – even on the deal
from hell – being able to navigate through and
achieve the ultimate result for the client.’
When pushed, he identifies Pinsent Masons
and US firm Goodwin Procter as impressive
players among the law firms Pearson had
historically not worked with a lot, but also
speaks warmly of alternative suppliers, citing
Lawyers On Demand and Axiom as ‘very
nimble with interesting niches’.
Having finalised the company’s general
UK roster and US litigation panel, in recent
months Tellmann has just started a review
of the company’s US corporate panel. His
team’s agenda this year is to step back and
take a look at where the business is heading,
with a focus on boosting its capacity in data
privacy and compliance in general as well as
developing teams in emerging markets. The
team will launch a local compliance officer
network later this year – an initiative to ‘tag’
field lawyers to connect the dots between
legal and compliance culture.
With the ‘hardware’ of the legal division
now in place, Tellmann is focusing on what he
dubs the ‘software’ and its culture, priorities
and fit with Pearson’s strategy and values. ‘It’s
how we align those things in a way to achieve
better management. This will be a tougher
experience than bringing in the hardware.’
That process is a challenge in part because
Pearson has in recent years been through
so many shifts in what Tellmann concedes
is a ‘retrenchment’ for the business. The
appointment of John Fallon as Pearson’s chief
executive in January 2013, taking over from
the high-profile Marjorie Scardino, heralded
a renewed focus on its core education
publishing market and led to its media
disposals. (Deputy GC Graeme Baldwin
is leading Pearson’s team on the FT sale, a
culturally sensitive issue in the company
given Pearson’s long ownership of the iconic
newspaper, and the protracted public debate
about Pearson’s stewardship and strategy.)
Nevertheless, the market remains
challenging even for a leaner Pearson, which
announced in January that it was to shed
4,000 jobs – 10% of its global workforce – in
a cost-cutting drive linked to weakening
in its US business. Tellmann expects the
restructuring will not immediately cut the
size of his team, though in the medium term
he predicts that slicker systems and tech will
create a leaner legal operation.
For Tellmann, making any kind of
difference as an in-house legal leader means
having a close relationship with your chief
executive. ‘We’re seen as a necessary evil. It’s
getting better for sure. In many ways we’re a
bit like the intelligence services. If you think
about MI5 – the value is that problems are
forestalled – you spot something and prevent
it from happening. You don’t get a lot of
credit for that and it’s hard to demonstrate
that value. The way to make that happen is
be responsive to everything and connect the
dots as you move up the hierarchy. The legal
function is the spider in the web.
‘Ultimately, we protect the company, not the
CEO,’ he concludes, returning to the theme that
Heineman is best known for exploring (see ‘A
new vision for general counsel’, page 22).
Tellmann’s confidence to come in and assert
himself in a major bluechip came from an
unusually varied career. The Norwegian-born
son of a diplomat, he tried his hand at acting
in his teenage years, including appearing as
the groom in the comedy The Wedding Party. ‘It
did fairly well in Norway,’ he notes. But acting
school in the US put him off the entertainment
business. He quickly shifted to law, working at
major Wall Street outfits Sullivan & Cromwell
and White & Case, before moving in-house
at consumer good group Kimberly-Clark. It
was working at Coca-Cola’s bottling business,
however, where he got the full, on-the-front-
line experience of working in-house in
Eastern Europe.
‘I look back over my early days in Coca-
Cola – a young lawyer hopping all over CEE,
Russia, the CIS… and buying up companies
and other businesses in Romania, Bulgaria,
Poland, Serbia… This was in 2001 – me on one
side, and the seller and their lawyer, all eastern
Europeans with no experience of doing deals.
I had to explain everything when they thought
they could scribble it on the back of the napkin,
explaining escrow, royalties, etc. That was
enormously educational. And hair-raising.’
Such experiences Tellmann sees as key to
professional development of lawyers. ‘You
need to focus on your young in-house. Too
many young people wait for what’s going
to happen to them. You need to shine in
what you’re doing now and be the go-to
person for yourself.’
Sarah Downey
theclient
‘I don’t like it when firms don’t bring any
associates when pitching for a panel. I think:
“Have you no confidence in your juniors?”’