Privately Speaking Jonathan Blake of SJ Berwin

It’s not often that we interview lawyers in this slot. But then, there aren’t many private equity lawyers who’ve had a career like Jonathan Blake’s.

Blake is arguably the most influential lawyer in the history of private funds, at least in Europe. He more or less invented the private equity limited partnership model, personally persuading the taxman to treat carried interest as capital gain in the process. Later, he wrote the rules for UK venture capital trusts, as well as leading the European Venture Capital Association’s tax and legal efforts for 15 years. Often referred to as the ‘father of fund formation’, he was the first adviser elected into the British Venture Capital Association’s ‘Hall of Fame’.

At the same time, Blake played an instrumental role in transforming his firm SJ Berwin from scrappy start-up to global player, initially through his funds work, then as head of Corporate, and, from 2006, as senior partner. Although he stepped down from that role in 2012, he’s been heavily involved in the firm’s recently-completed merger with Asia-Pacific powerhouse King & Wood Mallesons, a relationship he instigated personally.

He also turns 60 this year. But if you think that sounds like a good list of reasons to start thinking about hanging up the legal pad and retiring to the country, think again. Far from slowing down, Blake is doing the opposite: as head of the combined group’s global funds team, he’s busily flying around the globe trying to bed in the new regime.

Not everyone is convinced by the logic of the tie-up. SJ Berwin made at least two serious attempts to join forces with a US firm before switching its attention eastwards, and there have been suggestions in legal circles that this is a sub-optimal merger for all concerned.
However, Blake seems to be a genuine believer in its potential. And if he succeeds in proving the doubters wrong, it wouldn’t be the first time.

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Blake joined SJ Berwin in 1982, the year it was formed by the legendary Stanley Berwin – a redoubtable M&A lawyer who’d already started one firm (Berwin & Co., now Berwin Leighton Paisner) before leaving to become a director of Rothschild. “Stanley was a formidable leader,” says Blake. “He was God … We all looked up to him.”

Berwin was very clear that his new firm had to be dynamic and client-focused – the kind of outfit that the merchant bankers he’d been working with would love. “He always said: ‘Get your advice out within 24 hours of being asked, and it should be no longer than two pages’.”

Blake’s first introduction to private equity – or venture capital as it was then – came in 1983 when Berwin asked him and his wife to dinner. Blake’s initial delight at being invited out by his boss was tempered slightly when Berwin’s secretary informed him of the catch: there would be clients present, and Blake was expected to give them the low-down on the Business Start-Up Scheme (a tax break introduced by the Conservative government of the time).

The dinner turned out to be with the management team of the lithium battery division of Eveready, who had been informed that their parent company wanted to shut them down and were exploring the idea of a buyout, backed by Advent International and Electra Partners. And while Blake claims he’d never heard of this start-up tax scheme, he obviously did a pretty good job of boning up – because he went on to represent the management team in the buyout. Everyone else involved eventually became clients too.

He felt he had finally found his calling. “I just loved it. The people involved were all people of my generation – I was used to dealing with people much more senior – and they talked a language I could understand.”

Blake resolved to get more involved in venture capital. And not long afterwards came the episode that would eventually cement his reputation. A friend of Berwin’s called Gordon Dean came into the office, looking to set up a £2 million biotech VC fund. But he had one unusual stipulation: unlike most funds of the time, he wanted it to be onshore.

Initially, Blake was stumped. “So I was scratching my head … Then Stanley popped his head around the door, and when he heard that his friend Gordon wanted to set up an onshore fund, he said: ‘Why don’t you use a limited partnership?’ Then he walked out the room. To this day, I’ve no idea where he got the idea from. I didn’t really know what they were, so I thought this was a completely stupid idea – but I didn’t dare tell him that, so instead I spent weeks in terror working out how you might do it.”

Blake finally came up with a plan that passed muster internally, and SJ Berwin formed the UK’s first ever private equity limited partnership.