The genial negotiator with a granite centre: Topaz Amoore looks at the background to Thomas Ward's acquittal yesterday in the final Guinness trial

THOMAS WARD was once described by his friend Ernest Saunders as a 'legal negotiator par excellence'. 'Genially-cased but granite-centred, ambitious and charismatic' is the more trenchant view of another colleague.

On the board of Guinness since 1985, he was one of the troika of directors - alongside Mr Saunders and Olivier Roux, the former finance director - delegated to run the bid for Distillers.

Mr Saunders and Mr Ward had been friends since the 1970s, when Mr Saunders was a senior executive with Nestle, the food manufacturer.

Mr Ward gave legal advice to the company as it wrestled with the World Health Organisation over the export of its powdered milk to the Third World.

Indeed the jury in the first Guinness trial was told by Sir David Napley, the solicitor brought in to act for Guinness, that Ernest Saunders 'had fallen under Mr Ward's spell.' During the bid, telephone callers to Mr Saunders' private office would often discover Mr Ward at the other end of his direct line.

His negotiating skills helped to fend off a possible investigation by the Monopolies and Mergers Commission into the takeover, which would have stopped the bid in its tracks.

A further coup for Mr Ward, who was the liaison between the Guinness and Distillers boards, lay in persuading the Distillers directors to agree to the so-called 'merger agreement' - an extraordinary deal under which Distillers agreed to pay back Guinness's costs if the bid failed.

'If Mr Ward had not been involved,' asked Mr Justice Turner rhetorically in his summing-up, 'would the bid have ever succeeded?'

The jury heard that in the US a success fee to the tune of pounds 5.2m was not unusual, although Mr Ward said the fee from Guinness was the largest single success fee he had received.

After such involvement in the bid, however, it was inevitable that Mr Ward should become involved in the mire of prosecutions following the discovery of the illegal share-support system. It was Mr Ward who, according to Ernest Saunders, recommended that Guinness invest dollars 100m in a fund managed by Ivan Boesky, the disgraced American arbitrageur.

Subsequently it was information given by Boesky that would lead to the initial unravelling of the share-ramping scandal. For, as part of his plea-bargaining, Boesky began spilling detailed beans about a share-support operation mounted by Guinness to ensure victory in the bid, although there was never any evidence that Mr Ward knew of the operation.

But this was always going to be a Guinness trial with a difference. Share support was not mentioned. Unlike Mr Saunders et al, Mr Ward was never accused of conspiracy or defrauding the markets.

Instead the prosecution alleged theft, claiming he sought to mislead shareholders when he failed to disclose his payment in the offer documentation for Distillers. 'Criminality was alleged instead of non-compliance with regulatory requirement and business standards,' Harvey Rands, Mr Ward's solicitor, said yesterday.

'Against this background it is perhaps not surprising that the prosecution could not see the wood from the trees.'

(Photograph omitted)

Commentary, page 19