Five minutes with Adam Griffiths
Adam Griffiths, solicitor in Ronan Daly Jermyn's Corproate and Commercial Department, talks about his career before law and what he feels is behind a successful M&A transaction.
Tell us about your career before you studied law
I was an infantry officer in the British Army. It was an incredibly varied role, ranging from leading soldiers in hostile environments to dealing with complex welfare issues in the UK. My last role was to train junior entry recruits, aged 16. Having recently returned from an operational tour in Iraq, it was hugely enjoyable to embrace an entirely different challenge. I am (of course) very biased but I genuinely believe the training I received at Sandhurst and beyond was second to none. Somehow, it managed to achieve a great blend of building confidence while always providing reminders that you were a (very) long way from the finished article!
Why did you decide on a career in law? Why are you interested in corporate law specifically?
I very much enjoyed studying at university and, upon leaving the Army, even looked into becoming a lecturer. However, I soon began to realise that the purely academic side of being a lawyer might not be enough. Several of my friends were working in City firms and they seemed to be getting excellent training and a good level of exposure to clients despite being pretty junior. So I took the plunge!
I had a diverse training seat in a corporate team at my first firm, and my trainee supervisor was very inspiring. She was only four years qualified at that point but was already conversing with senior executives about how a particular transaction might fit with their overall strategy or how a certain decision regarding transaction structure might impact their business in the longer term. There are not many roles that allow that sort of access to decision makers at a relatively junior level, nor the chance to see how businesses of different types really work, which I found very appealing. Also, I liked the idea of working with businesses in different sectors and at various stages of development. The variety really is great: you can find yourself advising a start-up regarding intellectual property one moment and advising a multi-national corporate regarding an acquisition the next.
You have advised on multiple domestic and cross-border M&A transactions. Apart from effective due diligence, what do you think is behind a successful transaction?
I think two things are particularly important but sometimes overlooked: sound planning and identifying in advance what a "successful" transaction actually looks like. These are perhaps very obvious but are easily overlooked in the headlong rush to close a deal.
Sound planning is especially important on both sides of a transaction, but is perhaps most easily exemplified by reference to a seller. In that case, it involves taking a very critical and dispassionate look at the business and isolating where any issues lie. These could be structural (for example, the business is not well "packaged" to ensure tax efficiency for a seller) or commercial (for example, there is a core piece of IP that is not adequately protected). By addressing these sorts of issues well before a transaction is "live", a seller can ensure the smoothest possible process and, more importantly, secure the highest price possible.
Identifying what a "successful" transaction looks like is key. For example, a buyer may conclude that it is vital that a particular target's contractual relationships are preserved but that the managers are underperforming relative to the team the buyer could deploy. In such an example, the buyer's diligence of the contractual framework and the negotiating positions adopted in respect of the sale and purchase agreement can be tailored to fit the desired outcome. Conversely, the buyer may be less concerned with implementing a generous management incentive plan for the existing managers and ensuring they are party to very robust employment contracts. In the case of a seller, they will need to consider whether there is intended to be a full exit or whether some form of ongoing involvement, be that as a shareholder, director, consultant or employee, is desired. In the case of founders or those acting as "custodians" for family businesses, it is especially important to discuss this frankly and honestly. It is not uncommon for such a seller to begin a transaction believing they are ready to "hang up their spurs" but find themselves unable to quite let go as a buyer's strategy for the future begins to become clear. This can breed a lack of clarity in terms of how negotiations are approached and, in the worst cases, lead to a breakdown in discussions.
What do you think people that want to work in corporate law should be reading?
Early in my career I felt like the amount of jargon used by corporate finance advisers or accountants was a bit of a barrier to entry! Indeed, I know some of my peers were actively turned off becoming a corporate lawyer because they enjoyed the commercial and legal aspects generally but felt like corporate finance work needed the skill-set of a code-breaker! That's not actually true of course but I understand the sentiment. A lot of my "extra-curricular" reading has been to improve my understanding of topics such as corporate valuation methods. In tandem with on the job experience, it has been really helpful. In addition to that, I would encourage any aspiring corporate lawyer to try to read an "overview" type publication such as The Economist. These can be very good at summarising the bigger picture issues and trends impacting our clients.
Person that inspires you? Why?
Editor of the Harvard Law Review. Civil rights lawyer and professor. Senator for Illinois. President of the United States. Prepared to start singing "Amazing Grace", entirely alone, in front of an entire Methodist church. Persevering high handicap golfer. Need I say more?!