1 00:00:12,870 --> 00:00:16,460 Welcome to studying law around the world I'm Claudio Claus in 2 00:00:16,470 --> 00:00:19,360 each episode, I talk with lawyers, law students and 3 00:00:19,370 --> 00:00:22,750 professors from different parts of the world to talk about legal 4 00:00:22,760 --> 00:00:26,040 education, careers, and what the profession looks like in real 5 00:00:26,050 --> 00:00:28,980 life we talk about the hard parts, the surprises and the 6 00:00:28,990 --> 00:00:31,360 decisions that. Shaped their paths, whether. 7 00:00:31,370 --> 00:00:34,010 You're planning to study abroad, thinking about working in 8 00:00:34,020 --> 00:00:37,380 another legal system, or just curious about how law works 9 00:00:37,450 --> 00:00:39,980 around the world? This podcast is for. 10 00:00:39,990 --> 00:00:44,620 You. Today I have the opportunity to 11 00:00:44,690 --> 00:00:48,150 be hosting at Alberts Lean. He's a partner at Northfield 12 00:00:48,160 --> 00:00:51,080 Law. He has advised on more than $30 13 00:00:51,090 --> 00:00:53,260 billion in mergers and acquisitions. 14 00:00:53,270 --> 00:00:57,020 He brings a strong technical skill, practical judgment and 15 00:00:57,030 --> 00:01:00,660 and lots of very interesting stories to each transaction. 16 00:01:00,710 --> 00:01:04,540 He has been recognized by his peers, including for the MA deal 17 00:01:04,550 --> 00:01:07,960 of the year for Brookfield's acquisition and privatization of 18 00:01:08,010 --> 00:01:10,440 Inter Pipeline. Thank you so much for making the 19 00:01:10,450 --> 00:01:13,520 time to be here with us, Albert. Thank you Claudio for making the 20 00:01:13,530 --> 00:01:16,100 time honors all mine. I really appreciate it and 21 00:01:16,110 --> 00:01:19,140 she'll start off tell us about yourself and and how you ended 22 00:01:19,150 --> 00:01:22,420 up where you are today and maybe even what's next for you. 23 00:01:22,430 --> 00:01:25,760 That's a great question if we can spend all day on it, but I'm 24 00:01:25,770 --> 00:01:28,570 sure people don't want to know more than 3 1/2 minutes about 25 00:01:28,580 --> 00:01:31,390 myself. And so I would say that I think 26 00:01:31,400 --> 00:01:34,680 in my life experience has been a journey of what I would call 27 00:01:34,690 --> 00:01:36,920 mini chapters. Personally, I'm a first 28 00:01:36,930 --> 00:01:40,510 generation immigrant. I was born in Taiwan and I am 29 00:01:40,520 --> 00:01:44,920 migrated back in 93. And there was a difference in 30 00:01:44,930 --> 00:01:48,480 culture and then so I am a product of Western and Eastern 31 00:01:48,490 --> 00:01:51,440 society. And then from journey through my 32 00:01:51,450 --> 00:01:55,000 academics, I had sort of a dual background as well there. 33 00:01:55,210 --> 00:01:58,260 But believe it or not, I started out my career as a scientist. 34 00:01:58,330 --> 00:02:02,040 I studied the human immune system and how our immune system 35 00:02:02,050 --> 00:02:05,880 specifically can be used and leveraged to fight cancer. 36 00:02:05,950 --> 00:02:08,940 I spent quite a couple years at Princess Margaret Hospital 37 00:02:08,949 --> 00:02:11,800 researching cancer and the joke I make as I looked in every 38 00:02:11,810 --> 00:02:13,900 room, but I can't find the cure for cancer. 39 00:02:13,970 --> 00:02:16,500 And so I moved on. And so I started out my career 40 00:02:16,510 --> 00:02:19,230 as a scientist. I spent some time in a private 41 00:02:19,240 --> 00:02:23,320 equity and I spent a bit of time as well in law. 42 00:02:23,390 --> 00:02:27,060 And so maybe that in chronological order, you know, 43 00:02:27,110 --> 00:02:31,480 after my stint as a fail scientist came back to 44 00:02:31,490 --> 00:02:34,540 University of Toronto. I did law school there only 45 00:02:34,550 --> 00:02:38,570 enough, you know, when I started law school, I, I think I always 46 00:02:38,580 --> 00:02:43,110 had a mindset of being a niche and a specialist in a particular 47 00:02:43,120 --> 00:02:45,660 area. You know, during the time 48 00:02:45,670 --> 00:02:50,300 between buying my science career and going to law school, I 49 00:02:50,310 --> 00:02:54,070 worked a bit at a family office on the buy side is invested in 50 00:02:54,080 --> 00:02:56,940 the analyst. And so I, I really like what 51 00:02:56,950 --> 00:02:59,420 mergers and acquisition Boyer does. 52 00:02:59,430 --> 00:03:02,900 And so in any case, it went to law school with, with a singular 53 00:03:02,910 --> 00:03:05,280 mindset of becoming a corporate M and a lawyer. 54 00:03:05,350 --> 00:03:08,650 And after I graduated, you know, I spent a couple of years and 55 00:03:08,660 --> 00:03:11,730 McCarthy Detro practicing with some of the best lawyers on 56 00:03:11,740 --> 00:03:14,330 earth. And I still fondly remember that 57 00:03:14,340 --> 00:03:16,340 time. And I would say that I probably 58 00:03:16,350 --> 00:03:19,960 stay longer than I would have if it weren't for the people. 59 00:03:20,030 --> 00:03:24,050 And so I was there for, I think 3 or 4 years before like I took 60 00:03:24,060 --> 00:03:26,950 off my lawyer hat and joined the private equity investment team 61 00:03:27,000 --> 00:03:30,090 at Brookfield. And there, that's where I really 62 00:03:30,100 --> 00:03:35,230 kind of developed more well around this skill set in terms 63 00:03:35,240 --> 00:03:39,830 of thinking about the, the activity of mergers and 64 00:03:39,840 --> 00:03:44,090 acquisition, not only from legal execution perspective, but from 65 00:03:44,100 --> 00:03:48,370 a principal risk perspective. And so, you know, like, that's 66 00:03:48,380 --> 00:03:51,630 my, my life experience so far, a journey of many chapters. 67 00:03:51,720 --> 00:03:56,140 And when you asked me what's next for myself, well, like in 68 00:03:56,150 --> 00:04:00,390 the middle of 2024, I left Brookfield and I was looking for 69 00:04:00,400 --> 00:04:03,690 a little bit more creative control over my life. 70 00:04:03,760 --> 00:04:08,370 And I know that it sounds a little bit funny from a lawyer 71 00:04:08,380 --> 00:04:11,650 to say that I needed creative control, but I, I was looking to 72 00:04:11,660 --> 00:04:15,590 sort of crap the next chapter. My, my story in line with like 73 00:04:15,660 --> 00:04:19,640 how I want to do things. And so, you know, at that time 74 00:04:19,649 --> 00:04:22,480 point, like it was a very simple decision. 75 00:04:22,490 --> 00:04:26,580 We, I looked at sort of, well, you know, the business of law, I 76 00:04:26,590 --> 00:04:28,840 know private equity. So I think it would make sense 77 00:04:28,850 --> 00:04:30,620 for me to. And then we looked around the 78 00:04:30,630 --> 00:04:34,040 market and there seems to be tremendous opportunity said in 79 00:04:34,110 --> 00:04:36,800 the secondary and tertiary market for legal service. 80 00:04:36,850 --> 00:04:40,280 And so I ultimately decided I'm going to dedicate the next 81 00:04:40,290 --> 00:04:44,000 chapter in my life to building a regional best in Class A law 82 00:04:44,010 --> 00:04:47,200 firm servicing underserved secondary tertiary markets. 83 00:04:48,610 --> 00:04:51,040 I'd love to dig into your beginnings as a lawyer. 84 00:04:51,050 --> 00:04:54,240 You begin as a commercial lawyer, so I wanted to hear more 85 00:04:54,250 --> 00:04:57,200 about that part of your story and what moment you realized you 86 00:04:57,210 --> 00:05:01,270 wanted to continue doing that. I want to say that a lot of 87 00:05:01,280 --> 00:05:06,800 times with experience, in hindsight, it may seem planned, 88 00:05:06,850 --> 00:05:09,490 but I also sometimes feel like that could be a fiction. 89 00:05:09,550 --> 00:05:12,500 And so I think the only thing I want to tell perhaps like people 90 00:05:12,510 --> 00:05:17,960 more in your age category is that, you know, experience and 91 00:05:18,230 --> 00:05:20,480 wisdom, like it just comes with time. 92 00:05:20,550 --> 00:05:24,640 And a lot of times you just sort of like it's it's grasping the 93 00:05:24,650 --> 00:05:26,850 general principles. And So what do I mean by all of 94 00:05:26,860 --> 00:05:29,200 that? When I first started my career, 95 00:05:29,210 --> 00:05:33,290 I just knew that I wanted to do something more on the commercial 96 00:05:33,300 --> 00:05:36,290 side. I don't know exactly what that 97 00:05:36,300 --> 00:05:39,990 involves, but I certainly knew what I was not interested in. 98 00:05:40,080 --> 00:05:41,910 I was not interested in litigation. 99 00:05:41,920 --> 00:05:45,290 I was not interested in other areas of law, like family law 100 00:05:45,300 --> 00:05:48,770 and that type of stuff. And so I, I really just focused 101 00:05:48,780 --> 00:05:52,110 on going to a place, finding a place that I could see myself 102 00:05:52,120 --> 00:05:56,830 having a long term career. And I also focus on practicing 103 00:05:56,840 --> 00:06:00,940 with people that I do think can teach me a lot, just generally 104 00:06:00,950 --> 00:06:03,270 smarter than me. And so, you know, like I, I 105 00:06:03,280 --> 00:06:06,870 landed at, you know, McCarthy Detrow and then I started out 106 00:06:06,880 --> 00:06:10,790 practicing with the real estate development group, which, you 107 00:06:10,800 --> 00:06:14,290 know, at that time, like, and I, I'm very comfortable in saying 108 00:06:14,300 --> 00:06:17,320 hand on heart was the best real estate development group on, on 109 00:06:17,330 --> 00:06:19,240 Bay Street. And so, you know, under the 110 00:06:19,250 --> 00:06:23,120 leadership of at that time, like John Kerry and I overlapped a 111 00:06:23,130 --> 00:06:25,580 little bit with Rubinoff. Like, you know, it was just a 112 00:06:25,590 --> 00:06:28,500 great group and it's just a not only a great group of people, 113 00:06:28,510 --> 00:06:32,060 but a great group of guys and girls to practice with. 114 00:06:32,110 --> 00:06:36,340 And so, you know, like I neared the hill end of my career there. 115 00:06:36,470 --> 00:06:40,110 I was starting to trade in a lot more like esoteric assets, like 116 00:06:40,120 --> 00:06:43,920 kind of like in the hospitality space hotels, which feels more 117 00:06:43,930 --> 00:06:46,240 like M&A. And then I started to do a lot 118 00:06:46,250 --> 00:06:49,920 more like M and a type of deals. And so like I wish I could tell 119 00:06:49,930 --> 00:06:53,500 you it was planned, but no, like I think I just had general 120 00:06:53,510 --> 00:06:57,260 principles of, you know, doing something that's challenging 121 00:06:57,270 --> 00:07:01,880 that resonated with me. And at that time, like I really 122 00:07:01,890 --> 00:07:05,920 enjoy thinking about analyzing risk, allocating risk. 123 00:07:05,970 --> 00:07:08,980 And then in principle, like those are the things that is 124 00:07:08,990 --> 00:07:12,140 consistent every step of my journey. 125 00:07:12,150 --> 00:07:16,820 Like I was a scientist, I was private equity analyst and then 126 00:07:16,830 --> 00:07:19,060 I was a lawyer. Unifying thing about all of them 127 00:07:19,070 --> 00:07:22,460 is that we're in the business of risk or in the business of 128 00:07:22,470 --> 00:07:25,390 allocating capital and time and de risking things that are 129 00:07:25,400 --> 00:07:28,100 risky. And so that's how I have 130 00:07:28,110 --> 00:07:32,300 conceptualized like M&A is. Amazing getting should dad 131 00:07:32,310 --> 00:07:36,360 getting to those deals that you worked on and and including one 132 00:07:36,370 --> 00:07:39,180 of your deals that got an award. That's incredible. 133 00:07:39,250 --> 00:07:42,260 Your your career involved quite a bit of then and I wonder if 134 00:07:42,270 --> 00:07:45,470 you share with us the story of one of these deals that maybe 135 00:07:45,560 --> 00:07:49,510 taught you about, you know, risk strategy, maybe even something 136 00:07:49,520 --> 00:07:52,330 unexpected. Yeah, there's, there's so many 137 00:07:52,340 --> 00:07:55,250 moments. I would say a couple things 138 00:07:55,300 --> 00:08:00,230 about Risk is that I forget the exact quote. 139 00:08:00,380 --> 00:08:04,090 This goes back to, you know, in the immediate aftermath of 140 00:08:04,100 --> 00:08:07,510 September 11. And then the US is figuring out 141 00:08:07,520 --> 00:08:11,670 their war campaign. And then I think Donald Rumsfeld 142 00:08:11,680 --> 00:08:16,410 at that time had a funky, oddly worded like risk rubric. 143 00:08:16,480 --> 00:08:19,850 It's like the knowing no one and no one unknowns and unknown 144 00:08:19,860 --> 00:08:22,750 unknowns. And it's it's funny in some 145 00:08:22,760 --> 00:08:26,350 ways, and I think was intended to poke fun at some of his logic 146 00:08:26,420 --> 00:08:29,330 and maybe more generally the Bush administration's logic. 147 00:08:29,380 --> 00:08:32,610 But I think there is some truth to what he's saying. 148 00:08:32,620 --> 00:08:35,909 And like, what what is my point of, you know, saying that 149 00:08:35,919 --> 00:08:38,650 anecdote? I think a lot of times, like the 150 00:08:38,659 --> 00:08:43,669 nature of risk is to do a thorough risk assessment, you do 151 00:08:43,679 --> 00:08:47,890 need to evaluate all sorts of different permutations. 152 00:08:47,900 --> 00:08:54,130 And one thing that I think, you know, during my personal career 153 00:08:54,140 --> 00:08:57,390 at Brookfield that has taught me and that we've done exceeding 154 00:08:57,400 --> 00:09:01,850 well was that we have sometimes exhausting to our advisors, 155 00:09:01,860 --> 00:09:05,630 exhausting to our colleagues. But we've always made, you know, 156 00:09:05,640 --> 00:09:09,620 generally the right decision by looking at every single 157 00:09:09,630 --> 00:09:14,120 permutation and 1:00 and then sort of walking through like, 158 00:09:14,130 --> 00:09:17,240 well, if this happens, then what happens and how do we derive 159 00:09:17,250 --> 00:09:18,800 this? And is this a likely thing that 160 00:09:18,810 --> 00:09:20,880 happen? Are we spending too much time 161 00:09:20,890 --> 00:09:23,060 thinking about something that's not a real risk? 162 00:09:23,130 --> 00:09:26,840 And then so I think it's being comprehensive and then having a 163 00:09:26,850 --> 00:09:29,960 group of people with different perspectives to test every 164 00:09:29,970 --> 00:09:32,720 scenario. Like there is a real world 165 00:09:32,770 --> 00:09:35,600 significance to this. You know, like I talk about this 166 00:09:35,610 --> 00:09:40,500 with younger lawyers and you know, like younger startup 167 00:09:40,510 --> 00:09:43,400 businesses as well. Is that an, I think we have a 168 00:09:43,410 --> 00:09:49,240 tendency of thinking through things of like, if this happens, 169 00:09:49,250 --> 00:09:52,100 then it will go well. And then what do we do in those 170 00:09:52,110 --> 00:09:56,470 scenarios and words like, in fact, that is not the way how 171 00:09:56,520 --> 00:10:00,100 risk assessment works. Rather, and I I jokingly, you 172 00:10:00,110 --> 00:10:04,220 know, like go a younger associates in her business, 173 00:10:04,230 --> 00:10:06,800 then, you know, like wishful thinking is not a strategy. 174 00:10:06,930 --> 00:10:10,180 That is just wishful thinking. And so we need to ask the 175 00:10:10,190 --> 00:10:12,800 counter question, What if we were wrong? 176 00:10:12,970 --> 00:10:15,300 What if this actually means this? 177 00:10:15,370 --> 00:10:18,160 Or what if this is supposed to be like this? 178 00:10:18,230 --> 00:10:22,280 Have we actually considered or asked the client about that 179 00:10:22,290 --> 00:10:24,940 scenario and how likely that scenario is? 180 00:10:25,010 --> 00:10:27,060 Have we asked ourselves those questions? 181 00:10:27,110 --> 00:10:30,180 And so I know that maybe we're hoping for a more concrete 182 00:10:30,190 --> 00:10:33,640 example, but I do think that it's it's fascinating, like 183 00:10:33,650 --> 00:10:36,760 every day we're presented with challenges of like decisions we 184 00:10:36,770 --> 00:10:39,340 have to make and things that we need to advise the client on. 185 00:10:39,460 --> 00:10:42,920 And it's really, really important that you ask the 186 00:10:42,930 --> 00:10:45,660 counter questions of like, what are the opposite is true? 187 00:10:45,750 --> 00:10:50,590 Or what if something like we don't expect is actually a 188 00:10:50,660 --> 00:10:54,000 possible outcome, a possible thing that could happen, Then 189 00:10:54,010 --> 00:10:55,160 what do we? Do amazing. 190 00:10:55,170 --> 00:10:57,490 Thank you for sharing that. But something else that that 191 00:10:57,500 --> 00:11:02,070 I've heard you sharing before is about, you know, spotting post 192 00:11:02,080 --> 00:11:05,410 closing liabilities that sometimes can be missed. 193 00:11:05,460 --> 00:11:07,670 So why don't you ask you more about, you know, how did you 194 00:11:07,680 --> 00:11:10,250 develop that instinct to to spot those? 195 00:11:10,260 --> 00:11:12,990 And you just talked about maybe like walking through each of the 196 00:11:13,000 --> 00:11:16,070 scenarios and all of that, but I wanted to hear, you know, how 197 00:11:16,080 --> 00:11:19,500 does all this mindset shape the advice that you're giving to 198 00:11:19,510 --> 00:11:22,650 your clients as well? So I'm looking to myself. 199 00:11:22,720 --> 00:11:26,990 So the reason for developing that instinct is that I think 200 00:11:27,000 --> 00:11:31,620 growing up as a older sibling, I've played many tricks on my 201 00:11:31,630 --> 00:11:34,810 younger sibling. I would oftentimes make promises 202 00:11:34,880 --> 00:11:37,290 and then and then I'll tell them, just trust me. 203 00:11:37,300 --> 00:11:40,410 And then I turned and it turned out that it works better in my 204 00:11:40,420 --> 00:11:42,820 favorite than not, not do what I said I promised. 205 00:11:42,880 --> 00:11:46,170 And then so I think I had a lifetime of getting some 206 00:11:46,180 --> 00:11:48,050 advantage over my younger sibling. 207 00:11:48,120 --> 00:11:51,690 And like, all joking aside, I think you learn again from 208 00:11:51,740 --> 00:11:56,360 experience of seeing deals gone bad, of seeing deals that does 209 00:11:56,370 --> 00:11:58,790 not go the way that you you thought it would. 210 00:11:58,840 --> 00:12:03,000 And I think the most important thing about these like post 211 00:12:03,010 --> 00:12:06,670 closing risk is that fundamentally these are all 212 00:12:06,740 --> 00:12:10,370 driven by sets of covenants. I mean, a lot of them are. 213 00:12:10,380 --> 00:12:13,350 And it's like, it's just like when I tell my brother like, oh, 214 00:12:13,360 --> 00:12:17,540 just trust me, I promise so and so and I think you have to walk 215 00:12:17,550 --> 00:12:21,860 through the scenario of like, when will you find out whether 216 00:12:21,970 --> 00:12:24,400 this person followed through with her promise? 217 00:12:24,490 --> 00:12:27,840 How easy is it to find out that to figure out that this person 218 00:12:27,850 --> 00:12:29,920 did not do as he or she promised? 219 00:12:29,970 --> 00:12:33,540 And then if that is the case, what recourse do you practically 220 00:12:33,550 --> 00:12:35,950 have? How are you going to get the 221 00:12:35,960 --> 00:12:38,180 outcome that you need to make you whole? 222 00:12:38,250 --> 00:12:41,360 And is that even practical? And then with that actually 223 00:12:41,370 --> 00:12:43,640 happened? And so like, if you put that in 224 00:12:43,650 --> 00:12:47,370 the rubrics cube of, for instance, like a little innocent 225 00:12:47,430 --> 00:12:50,740 inter sibling like conflict where I said that, like, I 226 00:12:50,750 --> 00:12:54,880 promise that after, if you give me like half of your dinner and 227 00:12:54,890 --> 00:12:57,190 after dinner, we're gonna do something fun. 228 00:12:57,440 --> 00:13:00,670 Well, that problem is probably not worth as much if mom and dad 229 00:13:00,680 --> 00:13:02,670 are not home versus if there are. 230 00:13:02,730 --> 00:13:05,490 And because you can tell, tell me mom and dad. 231 00:13:05,620 --> 00:13:09,040 And so I'm trying to use a facetious example to illustrate 232 00:13:09,050 --> 00:13:12,260 the point that context matter a lot more than you think that the 233 00:13:12,270 --> 00:13:15,490 actual words of the province. And so there are externalities, 234 00:13:15,500 --> 00:13:18,890 but there's also, you know, internality S to the promises. 235 00:13:18,900 --> 00:13:22,650 And so it's it's a little bit of both, But I think it's actually 236 00:13:22,740 --> 00:13:27,670 harder to assess the context and understand those things because 237 00:13:27,740 --> 00:13:30,790 those are the things that sometimes you just need a lot of 238 00:13:30,880 --> 00:13:34,260 life experience to understand that, Hey, a promise when mom 239 00:13:34,270 --> 00:13:36,590 and dad are gone is not worth as much. 240 00:13:36,600 --> 00:13:38,450 Their mom and dad are here. I. 241 00:13:38,660 --> 00:13:41,860 I had the privilege of watching one of your like fireside chats 242 00:13:41,870 --> 00:13:45,510 recently and you you said something really interesting in 243 00:13:45,520 --> 00:13:49,540 this context of acquisition and continuing your business. 244 00:13:49,870 --> 00:13:53,400 You talked about being an advocate for Bolt money instead 245 00:13:53,410 --> 00:13:56,080 of burnouts. So I wanted you to share a 246 00:13:56,090 --> 00:13:57,950 little bit of that with our audience. 247 00:13:57,960 --> 00:14:00,820 You know, if you could explain why this matters it and maybe 248 00:14:00,830 --> 00:14:03,540 why do you personally think it's it's a good idea for clients to 249 00:14:03,550 --> 00:14:04,480 do that? Yeah. 250 00:14:04,490 --> 00:14:09,010 So maybe I'll define what my concept about money is. 251 00:14:09,070 --> 00:14:12,720 So I jokingly refer to this term as both money. 252 00:14:12,870 --> 00:14:17,340 This is in the context of a sale or sale purchase of a business 253 00:14:17,350 --> 00:14:21,880 that the purchase price, the consideration that you get up 254 00:14:21,890 --> 00:14:26,290 front in cash. And you know, the reason why I 255 00:14:26,340 --> 00:14:30,810 sort of sometimes colloquially and jokingly referred to it as 256 00:14:30,920 --> 00:14:34,370 old money is that there is an emotional aspect of it. 257 00:14:34,560 --> 00:14:36,630 And then there's another aspect, which is like the more 258 00:14:36,640 --> 00:14:41,170 substantive, like I would say that the math science aspect of 259 00:14:41,180 --> 00:14:43,710 it. So the boat money, the emotional 260 00:14:43,720 --> 00:14:49,310 aspect of it is that sometimes there is value in getting that 261 00:14:49,390 --> 00:14:53,310 just beyond like math and like net present day value or like, 262 00:14:53,320 --> 00:14:57,330 you know, like cold hard cash versus a future promise. 263 00:14:57,340 --> 00:15:01,790 There is an emotional aspect that or a seller that money up 264 00:15:01,800 --> 00:15:05,090 front where you see the realization of your hard work. 265 00:15:05,190 --> 00:15:08,180 It's just emotionally gratifying. 266 00:15:08,270 --> 00:15:11,680 And so like sometimes I revert to boat money in the sense that 267 00:15:11,730 --> 00:15:15,180 it's very, very difficult to get a deal done if like the seller 268 00:15:15,190 --> 00:15:18,270 is not excited about something. And so one of the things could 269 00:15:18,280 --> 00:15:22,200 be both money and So what you got to make sure the seller is 270 00:15:22,210 --> 00:15:24,000 getting enough quote UN quote boat money. 271 00:15:24,050 --> 00:15:27,620 What I refer to as I bucket too like more of those science and 272 00:15:27,630 --> 00:15:31,440 like empirical data is that wow, like I haven't done, you know, 273 00:15:31,450 --> 00:15:36,760 like extensive scientific research paper on every sellers, 274 00:15:36,850 --> 00:15:39,480 you know, outcome and then their returns. 275 00:15:39,530 --> 00:15:44,020 But in my experience, founders and people who have exited their 276 00:15:44,030 --> 00:15:47,880 businesses when they take a part of their purchase price 277 00:15:47,890 --> 00:15:51,900 consideration in some form of contingent payment, but that is 278 00:15:51,910 --> 00:15:56,410 like performance driven. Very rarely are they satisfied 279 00:15:56,480 --> 00:16:01,930 emotionally or are they hitting after the fact They they sort of 280 00:16:01,990 --> 00:16:04,760 hit their expected return. I think there's a couple of 281 00:16:04,770 --> 00:16:06,670 things. It's like, well, first of all, 282 00:16:06,680 --> 00:16:10,690 like when you sell a business, like you kind of want to just 283 00:16:10,900 --> 00:16:13,500 not be around. That's sometimes one of the 284 00:16:13,510 --> 00:16:14,790 reasons why he's out of business. 285 00:16:14,800 --> 00:16:19,670 And there's a good disconnect between, well, you are promised 286 00:16:19,720 --> 00:16:23,050 a certain amount of money for certain through financial 287 00:16:23,060 --> 00:16:27,510 outcome, but yet now you're emotionally invested in that 288 00:16:27,560 --> 00:16:30,350 outcome. And a lot of times you may have 289 00:16:30,360 --> 00:16:33,320 to stay around for a transition period to protect your 290 00:16:33,330 --> 00:16:34,920 investment and then that outcome. 291 00:16:35,150 --> 00:16:39,420 And so it's, it's not an ideal scenario in a sense in that way. 292 00:16:39,490 --> 00:16:41,980 And then the second way that is not ideal is that, well, of 293 00:16:41,990 --> 00:16:44,720 course, after you sell a business, you have generally 294 00:16:44,730 --> 00:16:48,200 speaking, lost control of the business and yet you're being 295 00:16:48,210 --> 00:16:52,280 held accountable for delivering an outcome even though you do 296 00:16:52,290 --> 00:16:55,100 not have control of the business anymore. 297 00:16:55,150 --> 00:16:59,900 I mean, I know it may sound super logical and clear when I 298 00:16:59,910 --> 00:17:02,900 say, even when you have full control of your business, it's 299 00:17:02,910 --> 00:17:05,400 very difficult already that delivers that outcome. 300 00:17:05,670 --> 00:17:09,440 Do you really think it would be easy to deliver that same set of 301 00:17:09,450 --> 00:17:11,690 outcome like when you actually don't have control of the 302 00:17:11,700 --> 00:17:13,920 business? I don't know if that's logical, 303 00:17:13,990 --> 00:17:17,930 but a lot of times people look at like the massive, massive 304 00:17:18,000 --> 00:17:21,430 burnouts that's printed on paper and they get sort of they 305 00:17:21,440 --> 00:17:23,730 convince themselves that is better. 306 00:17:23,859 --> 00:17:28,349 But like I think it empirically speaking, I have a very, very 307 00:17:28,359 --> 00:17:34,270 rarely met a founder or business owner who exited and who would 308 00:17:34,280 --> 00:17:35,990 have preferred to take more earnout. 309 00:17:36,060 --> 00:17:39,310 Generally, their experiences that you take the boat, money as 310 00:17:39,320 --> 00:17:40,820 much of it as you can, and you run. 311 00:17:40,830 --> 00:17:43,810 Thank you for for sharing that and giving you the the context 312 00:17:43,820 --> 00:17:46,810 deserved something else that that I heard you saying and I 313 00:17:46,820 --> 00:17:50,750 thought it was quite genius in in the same context of buying a 314 00:17:50,760 --> 00:17:52,590 business, exiting and all of that. 315 00:17:52,600 --> 00:17:54,930 Usually you, you see the big number to pay out. 316 00:17:54,940 --> 00:17:59,090 You see all the the things, including how good of results 317 00:17:59,170 --> 00:18:02,860 the business can give you within years, you know, a good track 318 00:18:02,870 --> 00:18:05,240 history. But there's a lot of the human, 319 00:18:05,250 --> 00:18:09,040 the operational side, all of these parts that are not, as you 320 00:18:09,050 --> 00:18:11,040 know, obvious when you see the numbers. 321 00:18:11,090 --> 00:18:14,910 So that can be also as a joke referred to as quote UN quote 322 00:18:14,920 --> 00:18:18,370 bag of problems. So I wanted you to to comment on 323 00:18:18,380 --> 00:18:21,320 that side as well of deals beyond the numbers. 324 00:18:21,950 --> 00:18:27,790 In my personal experience, there often times is a disconnect 325 00:18:27,850 --> 00:18:31,960 between sort of the investor mindset and the operator 326 00:18:31,970 --> 00:18:35,640 mindset. The investor mindset is that I 327 00:18:35,650 --> 00:18:39,820 love all we do these four things, OK, here is like the key 328 00:18:39,830 --> 00:18:43,650 growth drivers. This is how we want to focus of 329 00:18:43,660 --> 00:18:46,440 business on capturing these opportunities and this is the 330 00:18:46,450 --> 00:18:48,690 debt ratio that we need to get U to. 331 00:18:48,760 --> 00:18:51,970 And then, you know, like we need to reduce like cost side of 332 00:18:51,980 --> 00:18:55,030 things to get more efficient and maybe we need to get a bit more 333 00:18:55,040 --> 00:18:57,570 scale and by doing a couple more acquisitions. 334 00:18:57,810 --> 00:19:02,510 So from the investor mindset, you tend to think of like the 335 00:19:02,520 --> 00:19:07,430 really, really big picture in some ways, devoid of what actual 336 00:19:07,480 --> 00:19:10,810 execution looks like and forget execution of those things. 337 00:19:10,820 --> 00:19:14,090 But rather what does running this business beta date in the 338 00:19:14,100 --> 00:19:16,950 static state even looks like? Forget changing it. 339 00:19:17,120 --> 00:19:21,570 And so it almost has a feel that like we're playing a video game 340 00:19:21,580 --> 00:19:25,330 and toggling like a couple like numbers and then Bob's your 341 00:19:25,340 --> 00:19:28,780 uncle and you're there. And so that is very far from 342 00:19:28,790 --> 00:19:31,360 reality. In reality, it's very difficult 343 00:19:31,430 --> 00:19:35,980 to even keep the business of any scale at a like sort of steady 344 00:19:35,990 --> 00:19:39,460 state, never mind changing it. And so like one thing that I 345 00:19:39,470 --> 00:19:45,000 find that people tend to one day, particularly people who are 346 00:19:45,010 --> 00:19:48,980 early in their life journey of like growth by acquisition, they 347 00:19:48,990 --> 00:19:52,820 tend to underestimate the amount of problems that they need to 348 00:19:52,830 --> 00:19:55,460 deal with. And a lot of times is because 349 00:19:55,550 --> 00:20:00,020 they just don't have enough operational experience and they 350 00:20:00,030 --> 00:20:03,920 haven't had gone through a couple gut wrenching change 351 00:20:03,930 --> 00:20:07,420 management sagas. And then like what restructuring 352 00:20:07,430 --> 00:20:10,800 of business looks like. And then how this like dealing 353 00:20:10,810 --> 00:20:13,100 with underperforming union look like. 354 00:20:13,110 --> 00:20:16,100 And then how do you get something from, you know, a 355 00:20:16,110 --> 00:20:20,880 formula 14 to a Formula 1D? Sometimes that could take a 356 00:20:20,890 --> 00:20:25,180 decade with like immense amount of capital investment And so 357 00:20:25,230 --> 00:20:28,450 like. I think the same bag of problems 358 00:20:28,460 --> 00:20:32,650 is to try to balance out investors thinking in terms of 359 00:20:32,740 --> 00:20:36,630 like it's not just a couple KPI that you're toggling and then 360 00:20:36,640 --> 00:20:40,050 it's like Bob, Bob's your uncle. You will have a hard time just 361 00:20:40,060 --> 00:20:43,770 to keep it running in the sub optimized way it is. 362 00:20:44,000 --> 00:20:47,250 And then you will have it even harder time layering changes to 363 00:20:47,260 --> 00:20:50,530 achieve your goals, particularly if you don't have an operator 364 00:20:50,540 --> 00:20:52,300 mindset. Thank you so much for sharing 365 00:20:52,310 --> 00:20:54,430 those details. I think they're, they're very 366 00:20:54,440 --> 00:20:58,060 important and they bring an important aspect of the lawyer 367 00:20:58,070 --> 00:21:02,060 who is also a business person who can know advice beyond just 368 00:21:02,070 --> 00:21:05,670 the league of advice, but can be really a sounding board to those 369 00:21:05,680 --> 00:21:09,010 people who are looking into some advice, maybe not only on the 370 00:21:09,020 --> 00:21:12,250 legal side, like really from a business perspective, which 371 00:21:12,260 --> 00:21:16,030 really go well side by side. And in this whole context, I 372 00:21:16,040 --> 00:21:19,890 know that something that that you've said before that goes 373 00:21:19,900 --> 00:21:22,990 beyond the strategy you highlight also the importance of 374 00:21:23,120 --> 00:21:27,850 systematizing the businesses so they aren't depending on, on the 375 00:21:27,860 --> 00:21:31,710 founder only. How do you guide founders or, or 376 00:21:31,720 --> 00:21:35,190 what kind of advice do you usually give them when it's 377 00:21:35,200 --> 00:21:39,170 sometimes your business becomes a species of a child, right? 378 00:21:39,180 --> 00:21:41,730 And it's an emotion that you want to be part of every 379 00:21:41,740 --> 00:21:43,540 decision. Well, what are some of the the 380 00:21:43,550 --> 00:21:45,070 thoughts that you share with those clients? 381 00:21:45,080 --> 00:21:47,250 Usually it's not an easy process. 382 00:21:47,320 --> 00:21:51,230 I think there is a hugely emotional aspect and then like I 383 00:21:51,240 --> 00:21:54,890 would say, let's just go through stages of this. 384 00:21:54,950 --> 00:21:59,650 I think in the beginning, like the first step involves 385 00:21:59,700 --> 00:22:05,030 understanding and like it's like that ahah moment or it's like, 386 00:22:05,100 --> 00:22:10,600 OK, what am I doing that is not getting us to the next place? 387 00:22:10,610 --> 00:22:14,050 It's like, well, this business is really tied to me. 388 00:22:14,120 --> 00:22:18,650 If tomorrow I keel over, you know, like there's nothing left 389 00:22:18,660 --> 00:22:21,410 of the business because everything is in my brain. 390 00:22:21,460 --> 00:22:25,770 The good will, the brain is in my body and all the knowledge is 391 00:22:25,780 --> 00:22:29,390 in my head. And so I think the earlier you 392 00:22:29,400 --> 00:22:32,580 realize that the veteran, you have more options, you have more 393 00:22:32,590 --> 00:22:36,410 time to work away at this. And then like it begins that 394 00:22:36,420 --> 00:22:40,210 like I would say, like martial arts training, a lot of times 395 00:22:40,280 --> 00:22:45,810 it's just there are so many problems and so many things that 396 00:22:45,820 --> 00:22:48,340 you are dealing with, particularly, you know, when you 397 00:22:48,350 --> 00:22:51,260 start from scratch, there's lots and you don't have a team. 398 00:22:51,270 --> 00:22:55,120 You are the team, you are dealing with 17 things, 17 399 00:22:55,130 --> 00:22:57,940 functions at the same time. And in many ways, the 400 00:22:57,950 --> 00:23:01,240 entrepreneurial journey specifically select for people 401 00:23:01,250 --> 00:23:03,680 like that that you wouldn't survive otherwise. 402 00:23:03,690 --> 00:23:06,570 And so I think the challenge even once you have the 403 00:23:06,580 --> 00:23:10,800 realization is prioritizing your time and figuring out how to 404 00:23:10,810 --> 00:23:14,880 systemize one process at a time. And then there's another layer 405 00:23:14,890 --> 00:23:20,140 where it just tests your emotional fortitude because it 406 00:23:20,190 --> 00:23:24,980 requires you to train people other than yourself. 407 00:23:25,050 --> 00:23:27,460 And then sometimes it evolves beyond people. 408 00:23:27,470 --> 00:23:31,310 It could be machines to do a certain thing and then frankly, 409 00:23:31,360 --> 00:23:33,110 it requires a different skill set. 410 00:23:33,240 --> 00:23:36,330 It's the being able to like understand, articulate the 411 00:23:36,340 --> 00:23:40,710 process and then sort of compartmentalizing it into 412 00:23:40,880 --> 00:23:44,350 different parts and then reducing the number of steps and 413 00:23:44,360 --> 00:23:48,210 then re engineering the entire process to be more efficient and 414 00:23:48,220 --> 00:23:51,470 to be more scalable. And so it's, it's a constant 415 00:23:51,480 --> 00:23:54,450 process of change. And if you think like showing up 416 00:23:54,460 --> 00:23:57,330 to work, you know, like from 9:00 to 9:00 and doing the same 417 00:23:57,340 --> 00:24:01,670 thing every day is emotionally draining, Try doing that plus 418 00:24:01,680 --> 00:24:04,710 another 4 hours and fixing things all the time. 419 00:24:04,780 --> 00:24:08,370 And so it is very emotionally taxing. 420 00:24:08,440 --> 00:24:11,530 And then just having that realization. 421 00:24:11,540 --> 00:24:14,200 I, I think a lot of times, you know, like conceptually, it's 422 00:24:14,210 --> 00:24:16,510 one thing to say that like, Oh yeah, I get it. 423 00:24:16,560 --> 00:24:21,550 But you really need to have like a founder lead moment where they 424 00:24:21,560 --> 00:24:25,570 self realized and they have accepted the fact that they're 425 00:24:25,580 --> 00:24:28,950 not going to be around forever. And then the only way that you 426 00:24:28,960 --> 00:24:33,060 can give the business that you created perpetual value is that 427 00:24:33,070 --> 00:24:37,350 you need to figure out how to remove yourself from this entire 428 00:24:37,400 --> 00:24:40,530 product like method of production was caught. 429 00:24:40,540 --> 00:24:43,450 Very interesting and very important for anyone who's 430 00:24:43,460 --> 00:24:46,940 trying to build something that truly, you know, outlived. 431 00:24:46,950 --> 00:24:49,770 Then in a way to to finish up our podcast today, I wanted to 432 00:24:49,780 --> 00:24:52,170 hear a little more about, you know, looking back on your 433 00:24:52,180 --> 00:24:54,760 career. What are some kinds of advice 434 00:24:54,770 --> 00:24:57,490 that you would give to younger lawyers who are starting today 435 00:24:57,710 --> 00:25:01,140 in corporate law in any kind of business who are trying to, you 436 00:25:01,150 --> 00:25:04,540 know, to build a career that is fulfilling for Dan and and that 437 00:25:04,550 --> 00:25:07,800 really where they are able to find interesting adventures? 438 00:25:08,430 --> 00:25:13,060 That's really good. I think if there is the point of 439 00:25:13,070 --> 00:25:15,110 advice. So first of all, if you're 440 00:25:15,120 --> 00:25:18,840 looking for some sort of advice about like get rich quick, very 441 00:25:18,850 --> 00:25:22,660 clearly, I would not be a good person to tell you that advice. 442 00:25:22,950 --> 00:25:26,440 And so you should look elsewhere if that's where you're looking 443 00:25:26,450 --> 00:25:30,100 for. But I think the key thing that 444 00:25:30,110 --> 00:25:35,760 has like helped me go through each stages of like my career 445 00:25:35,890 --> 00:25:40,880 challenges and then achieve Ray results at each of those things 446 00:25:40,950 --> 00:25:45,990 is a commitment to your craft and then the openness to doing 447 00:25:46,000 --> 00:25:50,080 things differently. And So what do I mean by that? 448 00:25:50,230 --> 00:25:53,960 So when I say like commitment to your crap, it's sort of just 449 00:25:54,050 --> 00:25:57,980 again, it, it, it, it will sound like very much like old school 450 00:25:57,990 --> 00:26:00,980 martial art. It's taking up a discipline. 451 00:26:01,030 --> 00:26:03,900 It doesn't matter what it is like it could be MMA, it could 452 00:26:03,910 --> 00:26:07,070 be music, it could be anything, it could be making podcasts, it 453 00:26:07,080 --> 00:26:09,520 could be anything creating media. 454 00:26:09,590 --> 00:26:14,000 But is picking a thing that, you know, you seem to have just a 455 00:26:14,010 --> 00:26:18,120 curiosity for and you have a desire that you can't explain 456 00:26:18,130 --> 00:26:20,360 it. You don't know why, but you just 457 00:26:20,370 --> 00:26:22,870 need to do it. And then you just and, and like, 458 00:26:22,910 --> 00:26:26,580 a lot of times I think people like use joy and say like your, 459 00:26:26,590 --> 00:26:29,780 your passion, to be frank, like, you know, like, I think I come 460 00:26:29,790 --> 00:26:33,570 across as pretty flat affect. I think part of it is because I 461 00:26:33,580 --> 00:26:36,600 don't know if necessarily like having a passion is like a good 462 00:26:36,610 --> 00:26:39,210 indicator of like things that you'll be successful. 463 00:26:39,290 --> 00:26:40,730 And I'll give you a good example. 464 00:26:40,780 --> 00:26:43,680 I love Kyle surgery, but the last time I checked, nobody's 465 00:26:43,690 --> 00:26:47,590 ever asked me to go kite surfing and would like pay me for it. 466 00:26:47,660 --> 00:26:50,830 And so I certainly am not a world right guy surfer, but I 467 00:26:50,840 --> 00:26:54,410 have a passion for it. And so, but it's just the time 468 00:26:54,420 --> 00:26:58,430 space and like where I live, it's not a possible thing for me 469 00:26:58,440 --> 00:27:00,820 to excel at. And so like what I find, you 470 00:27:00,830 --> 00:27:04,520 know, has been helpful is then finding something that you just 471 00:27:04,530 --> 00:27:07,830 gravitate towards. You have the resources and the 472 00:27:07,840 --> 00:27:12,310 opportunity to train those muscles like daily, whenever you 473 00:27:12,320 --> 00:27:15,540 feel like there's available resources for you to think about 474 00:27:15,550 --> 00:27:18,490 those things and finding an environment that is supportive 475 00:27:18,500 --> 00:27:21,970 of that, surrounding yourself with really, really smart people 476 00:27:22,040 --> 00:27:24,560 and then working that's really, really smart people because you 477 00:27:24,570 --> 00:27:27,960 can learn a thing or two about how they became who they are. 478 00:27:28,020 --> 00:27:31,020 And then, yeah, like I think it's those things owning your 479 00:27:31,030 --> 00:27:33,040 craft. And then and part of it is that 480 00:27:33,050 --> 00:27:37,360 having the humility to understand then it's OK to say 481 00:27:37,370 --> 00:27:39,180 that, well, I could be better tomorrow. 482 00:27:39,250 --> 00:27:42,160 And even if you're become a world champion, there's always 483 00:27:42,170 --> 00:27:43,900 an opportunity to become better tomorrow. 484 00:27:43,910 --> 00:27:47,400 It's it's not a negative inference on who you are today 485 00:27:47,590 --> 00:27:50,640 to say that it could be better the next minute or what not. 486 00:27:50,710 --> 00:27:52,780 So I think it's that. And then like having the 487 00:27:52,790 --> 00:27:57,380 openness to explore things like you only have to look at sort of 488 00:27:57,390 --> 00:28:01,530 what has happened in the last 20 years, let's say Internet 489 00:28:01,580 --> 00:28:07,240 ecommerce, how manufacturing like offshore has become such a 490 00:28:07,250 --> 00:28:10,820 huge thing and they're moving up the value chain that the become 491 00:28:10,890 --> 00:28:13,960 somewhat of existential threat for some of the Western 492 00:28:13,970 --> 00:28:16,700 production capacity. And look at the new things that 493 00:28:16,710 --> 00:28:22,820 people are inventing like AI And I, I joke then I give it a 5055 494 00:28:22,830 --> 00:28:25,620 years from now, we may not even need junior associates anymore. 495 00:28:25,870 --> 00:28:29,620 And there is some truth to the existential threat. 496 00:28:29,850 --> 00:28:33,280 And so I think you always have to think, OK, what are the 497 00:28:33,290 --> 00:28:35,180 opportunities and threats out there? 498 00:28:35,190 --> 00:28:39,620 And instead of resisting or telling yourself a story that 499 00:28:39,630 --> 00:28:42,720 that is not going to happen, you should ask the opposite 500 00:28:42,730 --> 00:28:44,840 question, What if it does happen? 501 00:28:45,030 --> 00:28:49,490 How do we position herself in that world where some specific 502 00:28:49,500 --> 00:28:53,690 AI agent or model can do municipal law as good as a 503 00:28:53,700 --> 00:28:56,130 second year associate out-of-the-box? 504 00:28:56,200 --> 00:28:59,890 What will we do differently? And so I think it's these things 505 00:28:59,900 --> 00:29:04,230 that you constantly have to survey and then you will at some 506 00:29:04,240 --> 00:29:07,680 point have to make a bet on like, OK, what things are we 507 00:29:07,690 --> 00:29:11,010 going to try and invest time in and like to see if there's a 508 00:29:11,020 --> 00:29:13,410 different way of doing things. And so in our business, like 509 00:29:13,420 --> 00:29:16,870 we're constantly exploring like how automation, particularly 510 00:29:16,880 --> 00:29:20,680 with the Advent AI, is like, how are we going to prepare for the 511 00:29:20,690 --> 00:29:24,090 coming age of like the machines, the machines are coming. 512 00:29:24,140 --> 00:29:26,750 And so we were constantly thinking about these things. 513 00:29:26,930 --> 00:29:30,690 And so to kind of like summarize, like I think he 514 00:29:30,700 --> 00:29:33,140 wanted to keep your mind open for new threats and 515 00:29:33,150 --> 00:29:38,270 opportunities that make concerted efforts of focused big 516 00:29:38,280 --> 00:29:40,520 bets on new ways of doing things. 517 00:29:40,590 --> 00:29:43,570 And 2nd, fundamentally, you need to hone your craft. 518 00:29:43,630 --> 00:29:47,580 The only way to be great is something is to start with being 519 00:29:47,650 --> 00:29:49,760 fat is something. Putting a lot of time and 520 00:29:49,770 --> 00:29:52,580 becoming adequate is something. And then becoming good and 521 00:29:52,590 --> 00:29:55,160 become in great and becoming the best in the world. 522 00:29:55,210 --> 00:29:59,400 It's just hard work there there. There's nothing that really 523 00:29:59,490 --> 00:30:02,740 beats that other than commitment and repetition. 524 00:30:03,120 --> 00:30:05,880 Thank you so much for taking the time to share your thoughts and 525 00:30:05,890 --> 00:30:08,900 a little more about your career and journey here in the podcast. 526 00:30:08,910 --> 00:30:12,020 And thank you so much you all for tuning in and listening to 527 00:30:12,030 --> 00:30:13,420 today's episode. Thank you. 528 00:30:13,430 --> 00:30:15,840 Thank you for your time and I really, really appreciate the 529 00:30:15,850 --> 00:30:17,990 opportunity. And then it's always a pleasure. 530 00:30:18,080 --> 00:30:19,130 Thank you so much.