Authored by Juliette Hirt, ProQuest's Corporate Counsel Sr. embedded in Ebrary
It can happen to the best of us: After years invested as General Counsel of a small company, supporting its successful growth while conscientiously identifying and negotiating legal risks, the company is sold. You emerge from an intense head-down period of deal-management and negotiations, to a whole new world: Champagne corks are popping, your client is thanking you for a job well done, your office is a mess, and your job no longer exists. Even if you are offered a position in the acquiring company, your role will surely change: Perhaps dramatically. Following are ten tips to help you get your bearings, if you find yourself in this situation:
1. Evaluate your job prospects.
I once told a friend in a very large company's legal department that I wasn't worried about losing my job after selling our small company, because the acquiring company had told me they intended to keep me on. "Ha!" she said, "That's what we tell the G.C.s of all our target companies. But the reality is, a year or 18 months later, most of them are gone." A managing attorney in another large department told me he had fully intended to keep and integrate a target company's legal staff, until his client mandated deep cost cuts and he had to let them go.
An acquiring company may be forthright about your employment prospects or not. As you make your own plans, keep in mind that the parent company will be making decisions over time as it digests your client. Regardless of the initial plans, your position may ultimately be eliminated. Proceed optimistically, but not naively.
2. Assess your career direction.
Rather than being unnerved by the uncertainty a merger brings, recognize this moment as a natural opportunity to re-evaluate your own career goals, and assess your current trajectory. What do you want to achieve, and are you on a path to achieving it? Do you want to accomplish something more ambitious, or reduce your workload and spend more time with family? Which aspects of your current job have you enjoyed, and what drags you down? You'll be better-positioned to influence the ultimate contours of your new job if you've achieved internal clarity about your own goals. A good career counselor can be invaluable in this process.
3. Acknowledge what you've lost.
In his management classic, Managing Transitions: Making the Most of Change, best-selling author William Bridges teaches that effective organizational changes require complete personal transitions at a psychological level. As lawyers, many of us tend to be forward-looking problem-solvers, eager to dive into the next challenge. But forward momentum alone does not lead to a successful transition. Rather, Bridges explains, identifying and acknowledging what has been lost is a necessary step that must be taken in order to let go of the old order and be open to the new role and opportunities that will present themselves.
Perhaps friends and colleagues have left the company as a result of the merger. Maybe you enjoyed greater power or prestige as a big fish in a small sea than you will in a larger company. Or it may be that you enjoyed practicing in a wide range of areas, but recognize that you will likely have to give up parts of your portfolio to others who specialize in those areas. Whatever your personal situation, things will be lost as well as gained in the transition: Take the time to consciously reflect on the losses, so you will be better able to let go and move on.
4. Learn about opportunities to grow in the new company.
There may be multiple opportunities in an acquiring company, including some you may not have thought of. The company may also have more formally-structured processes for career development and advancement. They may also have other programs to help you meet your objectives: Tuition reimbursement, flex-time, and so forth. Once you've had time to get situated, and having reflected on your own goals and direction, it may be helpful to meet with someone from HR to learn more.
5. Take advantage of specialization.
In a smaller department especially if you were the only in-house lawyer you will likely have been a generalist by necessity, if not by choice. Working in a larger department presents opportunities to focus your practice on a narrower area in greater depth. Take advantage of the transitional period to identify the specialties where you have the greatest experience, as well as those you may be interested in exploring anew. Spend time learning about your new colleagues' specialties and interests, and the parent companies' needs. If the stars align, you may be able to chart a course for yourself that brings you the kind of work you'd like to have, while shifting other projects to colleagues to whom they will appeal.
6. Integrating from afar.
Often, the acquiring company's legal department is based in a different city, or even a different country. Explore whether you will be expected to move to the parent's location, or have the option of working remotely. Integrating into a cohesive department will be considerably harder if a critical mass of the department is in the same office, and you are elsewhere. To integrate effectively from afar, make a conscious effort to spend time with the rest of the department, developing the relationships that will make your new role more effective and enjoyable.
7. Pace yourself.
In the initial period following a merger, it can be difficult to assess how much your job will change, at what pace. You will want to stay busy and look for ways to demonstrate your value to your new employer. At the same time, you are likely to be kept busy for some period of time with post-merger wrap-up and transitional activities. Even after the immediate transitional activities are complete, you may find that some kinds of tasks may simply take longer to complete, in a more complex corporate environment where more people and departments must be looped in to decision-making and execution plans. So expect that, for a period of time, it will be difficult to project how much time you will have available for new projects. Getting your bearings in the new company and identifying which new endeavors can best benefit your client also takes a certain amount of time. So while stepping up to needed work, do not be overly hasty in committing to new projects.
8. Attend to culture.
The first time I faced the prospect of selling my company to a large acquirer, I asked an experienced colleague from the Small Law group for pointers. One of my questions was: Assuming the deal closed, what could I do to best prepare for and support the post-merger transition? Surprisingly, his response was: "Pay attention to culture. Most often, if a deal goes sideways after the merger, it's because something about the culture of the two entities was not compatible." During the diligence process, you will have gained some insight into the parent company's culture. Post-merger, awareness of company culture will be helpful in your personal transition, as well.
Culture is also reflected in the tone of communications. Observe the communications style of lawyers and executives in the parent company, both within the legal department and outside it. In a smaller company, you may have known most of the people you worked with. Perhaps you strengthened your relationships and did your job most effectively by adopting an informal tone that made you more approachable. The parent company may expect a more formal style of presentation. You should not have to change your personality to assume a new role, but well-crafted communications that demonstrate professional respect for your new co-workers will always serve you well.
9. Re-commit to your values.
Regardless of the changes ahead, and flexible as you may be in accommodating your new employer's expectations, stand by your personal and professional values. The parent company may have a different risk-tolerance profile, different policies, and different approaches that you will have to adjust to. But times of transition and change can also be rife with hasty decisions and seat-of-the-pants exceptions. When policies and procedures are in flux, firm adherence to core values can help you avoid the worst mistakes. And it should go without saying that if you find that your new employer does not share your ethical commitments and core values, find another job.
10. Find the wellsprings.
In a large company, it will not be possible to know everyone, or to have your finger on the pulse of all the relevant systems and sources of information. Focus your initial efforts on identifying the virtual wellsprings: the people and places that will serve as your best sources of information, ideas, and decisions. Depending on how effective your orientation process has been, you may need to proactively seek out the key people and systems that can help you do your job. In each department you'll need to interact with, identify someone who is both helpful and accessible, and also empowered to make decisions, or able to access the decision-makers. Your new colleagues will be happy to share their recommended "go-to" people and favorite intranet sites.
Juliette Hirt, until recently the General Counsel of Ebrary, and currently ProQuest's Corporate Counsel Sr. embedded in Ebrary, would like to thank her new colleagues in the ProQuest family of companies for their warm welcome. ProQuest connects people with vetted, reliable information through online information resources and discovery technologies. Key to serious research, ProQuest includes the Summon web-scale discovery service, the new ProQuest Dialog service, and business units ebrary®, Serials Solutions®, RefWorks-COS and Bowker®.Questions and comments may be sent to juliette@ebrary.com
The information in this Top Ten should not be construed as legal advice or legal opinion on specific facts and should not be considered representative of the views of its authors, its sponsors, and/or the ACC. This Top Ten is not intended as a definitive statement on the subject addressed. Rather, it is intended to serve as a tool providing practical advice and references for the busy in-house practitioner and other readers.