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Inside a Merger: Perspectives from Inside and Outside Counsel

June 9, 2016, 9:58 PM

Matt Furman had spent less than a month as general counsel at the insurance brokerage firm Willis Group Holdings in 2015, when he learned the company was in talks to combine with Towers Watson & Co.

Furman said his job took took a series of twists and turns as the deal — once valued at $18 billion — moved forward.

There were 350 people who reported to him, and the merger talks were supposed to be confidential. That meant that as Furman reached out to his reports around the world, asking for copies of various contracts and agreements needed to complete the deal, he was unable to explain why he needed the information.

“I’m now asking detailed questions,” he said. “They’re wondering why the new general counsel is the most nit-picky guy they’ve ever met.”

He gave his comments on a panel at the Big Law Business Summit on Thursday that offered inside and outside counsel’s views of the M&A landscape.

Another panelist, Kristen Prohl, chief regulatory counsel at Starwood Hotels & Resorts Worldwide, described the “roller-coaster” she experienced at the company during its acquisition by Marriott International.

“It was just this rather electric two-week period,” said Prohl, explaining that bids by foreign companies, including late in the process, added layers of complexity to an already complicated deal.

And what do they look for from their outside counsel handling a deal?

“Having a counsel that’s really willing to say, ‘this is what my recommendation is,’ as opposed to just laying out the risks,” said Prohl.

Furman offered a similar assesment: “You’re looking for ownership,” he said, that “your [outside] counsel is thinking about your deal in the shower as much as you are.”

From an outside counsel’s perspective, Weil Gotshal & Manges’ Michael Aiello said he’s constantly reminding his team that their clients — who are in the midst of a merger — still have to work on their regular jobs, which can include supervision and management duties, litigation and various other responsibilities.

“They are trying to do that deal and continue to run the company day to day,” said Aiello. “However difficult it was to run the company before the announcement, it becomes even more difficult. It’s all consuming and life doesn’t stop.”

He also suggested that antitrust concerns need to be studied closely before the deal moves forward, after a question on the subject by the moderator of the panel, Jeffrey McCracken, global managing editor of deals at Bloomberg News.

“I don’t believe these things sneak up on you,” said Aiello. “If they do, you haven’t hired the right management team, the right counsel.”

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