TONY WARNOCK-SMITH EXPLAINS WHY, AFTER AN UNBROKEN IN-HOUSE CAREER SPANNING 23 YEARS, HE WENT PRIVATE WITH MORGAN BRUCEFrom admission in 1971 until last year I spent my career as an in-house lawyer for the Greater London Council, the US owned Sterling Winthrop group from 1973 to 1992 and the French-based Sanofi from 1992 to 1996.

In July 1996 I joined the 54-partner London and South Wales law firm, Morgan Bruce.During the 23 years I spent in-house within the pharmaceutical industry my career progression from assistant solicitor to head of legal department gave me considerable management and international responsibilities.

Major acquisitions and disposals not only afforded considerable work satisfaction on a personal level, but also shaped and re-shaped the organisations in which I worked.The day to day transactions at Sterling Winthrop kept me extremely involved.

For ten years the business diversified, and for ten years it concentrated on its core business of researching and marketing prescription medicines.

During that time, I observed that City firms were relatively inexperienced in hands-on pharmaceutical issues, particularly in relation to the regulation of medicines -- an area of increasing complexity and with considerable potential for litigation.

I saw my ability to understand regulatory strategy as a perfect way to put my experience to use on a wider canvas.Morgan Bruce already had a strong company commercial and litigation resource and a substantial healthcare practice.

Adding pharmaceutical industry experience to those skills and that client base was a natural progression for the firm.

We are now able to provide specialist legal service s to the pharmaceutical industry and can offer added expertise to the firm's healthcare clients as well.Since joining private practice, I have experienced a much lower degree of culture shock than I had expected.

First, although Morgan Bruce operates very differently from a multinational corporation, the firm is relatively large with strong communication between people and departments.

Secondly, I have thoroughly enjoyed the advantages of discussing legal issues with other lawyers who have different backgrounds and skills.

Thirdly, a firm of this sort is a resource of external advice; my former employer is now well served with the right legal skills at the appropriate economic level for each particular job -- all under my supervision as client partner.Although I miss not being part of my former employer's management team I maintain close and frequent contact with my old colleagues through periodic updating meetings which have been built into the diaries of a number of key executives.There are some differences in the daily life of a private practice lawyer, particularly in accounting for time and the need for business development.

The in-house lawyer has a considerable advantage in knowing how to pitch the legal advice for a particular client.

Equally, a firm like Morgan Bruce has a much wider range and depth of professional skills.JAMES WATKINS WORKED FOR 27 YEARS WITH LINKLATERS & PAINES, BUT AFTER MOVING IN-HOUSE HE DID NOT WANT TO BACK TRACKI spent 27 years at Linklaters & Paines, starting as a trainee and later becoming a partner.

During my final nine years I was the senior partner of Linklaters'-- Hong Kong office.

In 1994 I left to join Trafalgar House as group legal director.

Following Trafalgar House's takeover by Kvaerner earlier this year I moved on to take up the same position at Schroders.The offer to join a major public company (Trafalgar House) as its legal director came rather unexpectedly.

The role of legal director, or what in the United States would be called general counsel, is not widely acknowledged in British industry.

The Americans, with their greater appreciation of effective management of legal matters, have long recognised the value of a senior executive, often at board room level, with responsibility for legal affairs.What Trafalgar House offered me was not a legal advisory role but the ability to perform a senior management function to ensure that all business activities of the company and its subsidiaries were conducted in the most effective manner from a legal and risk perspective.

The attraction for me was a greater involvement in, and responsibility for, the commercial outcome of business transactions.

What was absent was the pressure, the responsibility and the challenge of owning and managing my own business.When Trafalgar House was taken over last year, and I decided to move on, I was faced with the choice of a return to private practice or a move to a role similar to that at Trafalgar.

On the plus side of a return to the profession, was the challenge of once more building up a practice for which I would ultimately be responsible.

On the negative side, was a return to the intensive documentation and negotiation role, for which my enthusiasm had undoubtedly begun to diminish.

The decision was not made without some agonising, but what swayed me, and persuaded me that the move to Schroders was right for me, was my desire to continue to perform a management role.

I am happy now to give rather than receive instructions.