In-house interview: John Miller, Toni & Guy

When you work at a family-owned ­company you need to balance the needs of the family with those of a growing business.

As general counsel for global hairdressing brand Toni & Guy, John Miller has been a key adviser to founder Toni Mascolo and his family for 13 years, helping the company expand and change, while also seeing his own career develop.

Miller joined Toni & Guy as the company’s first in-house lawyer straight after qualification at Allen & Overy. He says the experience of a secondment at the magic circle firm’s Moscow office had given him a taste for working in a smaller environment, making him realise that working in a large firm was not where he wanted to be in the long term.

“The plan was to be here a couple of years but I’ve managed to keep growing the role,” says Miller of his time at the company.

The Toni & Guy legal team is six-strong including Miller. He is supported by two solicitors and three paralegals, two of whom focus on commercial work and one on property.

The legal team supports Toni & Guy’s entire portfolio which includes running a network of hairdressing salons and selling hairdressing products to salons.

The team has expanded gradually over the years, with Miller first bringing on board one paralegal, followed by the two other solicitors and then the last two paralegals. For the time being, the legal function looks set to stay that size.

“Most of the external advice work has now been brought in-house,” Miller explains, adding that this includes franchising work, intellectual property (IP) matters, property issues, commercial issues and other day-to-day matters.

Networking

However, he has not always run the Toni & Guy legal function this way. As a young sole in-houser, Miller’s first move was to look at the way the company used external advisers.

“Initially, especially coming from a law firm background, you think you know nothing, but in-house you realise how much you do know,” he says. “One thing I did early on was start to build up a network of external advisers.”

Toni & Guy does not have a formal panel and prior to Miller’s arrival everything was outsourced. These days, big-ticket work is sent to one of his informal network. Regular advisers include patent firm Rouse & Co – for IP work – legacy Wragge & Co (now Gowling WLG), Eversheds and Irwin Mitchell, with Sheridans also an occasional adviser.

“My way of dealing with things isn’t to pre-empt with a commercial answer”

Key relationship partners include Irwin Mitchell corporate partner Edward Persse, trademark executive Mark Foreman at Rouse and James Batham, head of retail at Eversheds. Eversheds real estate principal associate Elizabeth Cartwright is also now a key contact, as Toni & Guy’s relationship with the firm has moved from advice on franchising documentation to property issues.

Miller has also turned to BrookStreet des Roches commercial and IP partner Hugh Tebay.

Family style

The biggest transaction Miller has been involved with in his time at Toni & Guy is, he says, the 2009 divestment of the TIGI professional hair care products business and academies to Unilever. The $411.5m (£295m) transaction took a year to complete and was a rare venture into the world of big-ticket M&A for the business.

“If you’re a corporate doing corporate transactions there’s a process you’re familiar with,” he says, adding that for a family-owned company having such familiarity is rare.

Miller turned to Irwin Mitchell on the sale.

“They sat down with the family a lot,” he adds.

For Miller as general counsel, having a good relationship with Toni & Guy’s owners is crucial. He reports to majority owner and CEO Toni Mascolo and says that having been at the company for so long is a significant help.

“Being there as long as I have, you get to understand the client in a way you just wouldn’t as an external adviser because there are issues that can concern the family that are maybe different to more formal corporates,” Miller explains.

Over the years he has supported Toni & Guy on a range of issues, including the odd private client matter such as will-writing. His approach is to provide a range of solutions to a problem and summarise the issues to guide the direction in which the family might go.

“You have to understand the motivations of the client,” he adds. “It’s a creative business and that’s where the focus is. You need to give advice that fits in with what they want to do. My way of dealing with things isn’t to pre-empt with a commercial answer.”

Expansion

Miller has no set legal budget but his annual legal spend is around £500,000. Since he joined Toni & Guy he has been looking at ways to manage processes and spend more effectively through the use of technology – initially through mail-merge systems when he was alone and now through automation such as software to support company secretarial work. He is examining ways to automate data from Toni & Guy’s franchisees, who are mainly joint venture partners.

“That’s been my goal – to make things more efficient and cost-effective from an internal point of view,” Miller adds.

His approach is set against Toni & Guy’s international expansion. Just before Miller joined the company the US side of the salon business demerged from the company. Brothers Guy, Bruno and Anthony Mascolo took charge of the US business while Toni and his children Sacha and Christian took over the global side.

Since then the company has evolved. While it sold the TIGI brand to Unilever, it set up another brand of salon products called label.m in 2005. Initially, this was only sold in Toni & Guy salons but is now distributed to third-party hairdressers too – adding a distribution agreement element to Miller’s work.

“There’s an argument that it’s the product business that will expand more because it’s starting from a lower base,” he points out.

Miller says it is an advantage for the legal team to have a view across the company.

“Other than the family, this is the only department that gets involved in both sides of the business,” he says.

That will undoubtedly help Miller and his team as Toni & Guy pursues its aim of being a global company known for its innovative approach.