Corporate lawyer Chantelle Zemba never saw herself working in-house. Now, as general counsel of Deliveroo, one of the largest UK-based food delivery groups, she tells In-House Perspective why she relishes being at the very core of the business.

​​​​​​​After training in New Zealand, Chantelle Zemba made the bold move to relocate to London while the City was still reeling from the 2008 financial crisis. After stints at private equity-focussed Dickson Minto and global law firm Norton Rose Fulbright, Zemba went on secondment at what was then a little-known start-up called Deliveroo.

‘It wasn’t straightforward because I never knew that I wanted to be an in-house lawyer,’ says Zemba.  However, after several secondments with the food delivery business, she was offered a full-time role there and surprised herself by seizing the opportunity. ‘I was very happy in a law firm,’ she says. ‘It was really just Deliveroo – because I’d spent so much time working with them – that it interested me to leave and try it out.’

When Zemba joined the start-up in February 2017 she was the only corporate specialist among just a handful of lawyers. It was an exciting time to join the business just as it was starting to ramp up its UK and international operations. ‘[The team] was tiny and the company had already expanded into 12 countries without any lawyers in the business,’ she says.

As the de facto head of corporate and compliance, Zemba was tasked with growing the team to handle the increasing workload as it expanded across Europe and Asia. By April 2019, the team had more than doubled to ten lawyers and the opportunity arose for Zemba to step up to General Counsel. She admits she took some convincing at first to make the leap. ‘I was really interested in the role, but I just wasn't really sure if I had enough experience because I had never been a general counsel before,’ she says. ‘Then I did realise that actually I was quite well placed to do it because I had this institutional knowledge of the business – I’d been there from day one, from Series A right up to Series H where we are now. I had learnt about the business along the way and built up good relationships with people within the business and also within the legal team as well.’

Building up from what Zemba terms a ‘skeleton structure’, she focused on deepening the team’s skillset in the UK and abroad. ‘The structure was obvious to me in my head, but it was more about getting the right type of lawyer into the business,’ she says. ‘I could never predict where this company will go, but what I did know is that it will always just grow and there will be more pressure on the legal team, whatever that direction might be. We had to really get on with scaling up the team and getting in touch with senior lawyers, strengthening the bench and strengthening our international function.’

Speaking to Zemba over two years after she took on the general counsel role, the transformation of Deliveroo’s legal team is clear. Today, it comprises nine areas, which include five legal functions (commercial and intellectual property, employment, corporate, real estate and privacy), three non-legal functions (compliance, data management and the Data Protection Officer) and a separate international function. The team’s headcount has increased fivefold to 50 and this is only expected to increase, in line with consumer demand for Deliveroo’s services.

The years of reckoning

Zemba’s foresight to strengthen the team’s capabilities couldn’t have come at a better time. Deliveroo has spent much of the past two years contending with a lengthy UK Competition and Markets Authority (CMA) probe, a surge in demand for food deliveries in the wake of the pandemic and an initial public offering (IPO) in April 2021.

In May 2019, just a month into her role as general counsel, a group of investors led by Amazon announced their intention to purchase a 16 per cent stake in Deliveroo as part of a $575m funding round. The purchase was initially blocked by the CMA and held up for more than a year while the watchdog conducted a widespread investigation into the potential impact Amazon’s involvement in the deal might have on competition in the UK fast food delivery sector.

Meanwhile, the company was facing other considerable challenges as lockdown measures to curb the spread of Covid-19 forced restaurants to close their doors around the world. The initial impact on the business was so great that in April 2020 the CMA, despite still being involved in the investigation, deemed that Deliveroo met the criteria of a ‘failing firm’ and granted preliminary approval of Amazon’s investment. The subsequent pandemic-fuelled rise in demand in the food delivery sector prompted a welcome change in Deliveroo’s fortunes. The CMA continued with its probe and, in July 2020, it finally gave the deal the green light.

Looking back at this tumultuous period, Zemba says the CMA investigation was like a baptism of fire. ‘The thing that I really appreciated about it was that we had to get into some quite deep economic analysis about how the business actually works and its operations,’ she says. ‘I actually loved that because it made me learn so much more about the business. We also had to work really closely with non-lawyers in the business. So, in some ways, it put me in a really good place to continue my role as general counsel.’

‘If you’re going to be effective in being any type of lawyer you need to know your client really well’, she adds.

It was a steep learning curve for her team, which, like so many other in-house legal functions, was also contending with the challenge of working remotely 24/7. ‘I had to deal with the team working from home and making sure that they could do all of these things and turn it around really quickly whilst working from home and feeling really isolated,’ says Zemba. ‘There was a lot for us to do in the early days. Obviously, we got used to it and it’s become easier, but at the beginning it was really hard.’

Covid-19 prompted a seismic shift in customer eating habits as cafes and restaurants were forced to diversify their delivery options and menus to keep pace with demand. In many respects, this provided a financial lifeline for Deliveroo and many other companies in the food delivery sector.

It wasn’t plain sailing at the beginning though, concedes Zemba. ‘First of all, there were all the regulations around Covid, which are changing globally all the time,’ she says. This meant, at a basic level, simply keeping on top of what was happening. ‘Then when we decided what we wanted to do as a business – just simple things like contactless delivery – we had to make tech changes so that we could actually do that’, she explains. ‘The legal team had to give support to the product teams to make sure that we were implementing that in a compliant way. Then we had to make sure that our restaurants could still operate during that period and how we could help them to do that. Then of course we also had to make sure that our riders were safe.’

Workers’ rights

Workers’ rights was a ‘bread and butter’ issue for Deliveroo long before the pandemic, says Zemba. As the world locked down, the rise in demand for couriers, riders, delivery drivers and other gig economy workers rose exponentially. This thrust concerns over fair pay, safety protections and basic workers’ rights back up the agenda just as Deliveroo floated on the London Stock Exchange. Several factors, including investors’ concerns over the company’s employment practices, saw shares in Deliveroo slump by more than a quarter following its stock market debut in March.  

In June, Deliveroo successfully argued in the Court of Appeal, the highest court in England and Wales, that its workers were self-employed. This came as a blow to trade unions in the UK, who had welcomed the Supreme Court’s decision in February that a group of Uber drivers were workers, not self-employed contractors. Following that ruling, Uber announced in March that it would treat its UK drivers as ‘workers’ going forward, providing them with holiday pay and paying them at least the National Living Wage.

Zemba is proud that the UK is giving Deliveroo’s riders the flexibility they crave. ‘The key thing for us really is that we are operating the best model for our riders – the model that gives them the most flexibility – because we know that that’s the thing that’s important to them,’ she says. ‘That’s the basis of all our decision-making and what we try to defend and protect.’

She says riders aren’t alone in wanting more flexible employment arrangements. ‘What the gig economy has shown is that actually there is a real need and want from people to work flexibly,’ she says. ‘It’s something that they really do value. We passionately believe in that and we will continue to defend that because we know that that’s what our riders want.’

However, a handful of other jurisdictions from Australia to The Netherlands have ruled that Deliveroo riders should be classed as employees, ensuring that the debate over workers’ rights in the gig economy isn’t going away any time soon. In May, the Spanish government passed a new Rider Law, which requires online delivery platforms to employ their couriers as staff, rather than independent contractors. Companies were given 90 days to comply with the new legislation.

Although the law has been welcomed by some riders in Spain, others argue that the regulation could make jobs in the sector more precarious. At the end of July, Deliveroo announced the legislation had partly contributed to its decision to review its operations in the country going forward.

Problem solvers

Despite managing a 50-strong legal function and sitting on the Executive team, Zemba is heavily involved in the day-to-day issues the team faces and enjoys stretching the team’s capabilities. For the company’s IPO, she particularly enjoyed worked on the dual-class share structure – a set-up which has already proved popular with US tech companies. ‘I found it really intellectually challenging,’ she says.  ‘I also think this is the right mechanism to have for other tech companies who might want to list. As with many things that we’re doing at Deliveroo, we’re pushing the boundaries and we’re trying to see what’s possible.’

Navigating the business through the legal and financial uncertainties presented by the pandemic has been a steep learning curve for Zemba, but she’s taken to each challenge like a duck to water. ‘We’ve tried to be a different legal team in the sense that we really now think of ourselves as problem solvers,’ she says. ‘It teaches you to put law into perspective.’ Zemba adds that she was very passionate about ensuring that the company’s lawyers think in this way, seeing the law as but one of many things to consider when approaching a challenge, as it ‘frees them from the constraints sometimes of strict legal thinking.’

This approach, she says, has enabled her team to tackle problems that extend beyond the pure legal issues affecting the business. ‘I try to really encourage our lawyers to think holistically about problems. You slot the legal bit into where it should be and then you wrap that all up for the business and frame it up and you can give them much better direction on where they need to go. That extends beyond legal and I think that’s how you really add value as a lawyer in-house. I desperately love that process. I don’t think I’d be able to get that in a law firm. That’s why I like being in a business.’