In this episode of Legally Bond, Kim speaks with Bond business and transactions attorney Elizabeth Morgan. Liz discusses the broad scope of a general corporate and transactional law practice and offers advice for law students.
In this episode of Legally Bond, Kim speaks with Bond business and transactions attorney Elizabeth Morgan. Liz discusses the broad scope of a general corporate and transactional law practice and offers advice for law students.
Hello and welcome to Legally Bond, a podcast presented by the law firm Bonchenek and King. I'm your host, kim Wolfe Price. In this episode we're speaking with Elizabeth Morgan, an associate in the business department practicing out of Bond's Syracuse office. Welcome back to the podcast, liz. I'm excited to have you with us today. Hi, kim, it's good to be here. I said welcome back because you're part of our pro bono podcast in the fall, but this is the first full episode. We're really glad you're here, liz. Your practice is more traditional corporate law drafting documents, business formation and governance, corporate reorg organizations, succession planning, general corporate counseling. If it's okay, I'd like to focus our conversation today on your practice. Talk about what corporate law is. When we say a lawyer is in a business department or practices corporate law, maybe people don't know what that means. Then, of course, maybe talk a little bit about why you became interested in this work. Does that sound like a plan?
Speaker 2:That sounds like a plan. I don't think I really knew what corporate law was when I started practicing. Yes, happy to talk about that. That's perfect.
Speaker 1:All right, thank you. Before we get into that lawyer side of our conversation, is it okay if we spend a few minutes talking about your background, so listeners can get to know you?
Speaker 2:Yeah, I grew up in a really small town in Central slash, northern New Hampshire. My elementary school had an elementary. I do not pronounce it elementary as Central New York. Do you know about Western New York? In my elementary school I had 12 other students in addition to myself. My mom is a grade school teacher and a published poet. My dad is a carpenter and a picture framer by trade. I was a pretty ad-vid tennis player also in high school, but that's just another fun fact that is very cool.
Speaker 1:I have one of those at my house now. Okay, go ahead. Oh yeah, I think I've seen that before. Then where did you go to law school and undergrad?
Speaker 2:I went to Union College in Schenectady, new York. I was a double major in Chinese language and political science. I studied abroad, in Shanghai, actually, during my time at Union I was just a fun fact I was an intern for David Kaczynski, who is the brother of Ted Kaczynski, a unabomber. He ran a nonprofit that focused on death penalty policies in New York. Due to his experience with his brother, I forgot that's where they're from. Is that area? Yeah, david's wife was an adjunct professor at Union College at the time. It's incredibly interesting working with David during my Union experience. Then, I guess after college, I knew I didn't want to go to grad school right away. I was burnt out dumb with school. The first job I got was an intellectual property paralegal in Boston. As a paralegal I worked on everything, patent prosecution mainly which, kim, I know you can appreciate by virtue of what your husband practices.
Speaker 1:Yes, patent prosecution I hear it's a thing people do.
Speaker 2:Yes, then I moved. I worked in Boston for a couple of years and I moved to Albany, new York, to another IP firm, to be with my hub, now husband. Then, after four years of being out of college, I had plenty of lawyer interaction and I finally decided to make the jump to law school. I settled on Syracuse University College of Law, mainly for financial reasons, and also my husband's family is all from here, from a suigo to be precise. That's how I'm here.
Speaker 1:Yeah, you were at Syracuse University College of Law, and that's actually where we, of course, first met. Then how did you get to bond?
Speaker 2:I was a summer law clerk. I am homegrown. I have not worked anywhere else in my legal profession other than Bond.
Speaker 1:That's very good. All right, I do have. We should point this out. So you started in the fall of 2019, and then you got sworn into practice and then the whole world shut down right.
Speaker 2:Yeah, yeah, as a new associate, you know trying to figure out the ropes, it wasn't ideal, but it was certainly a rough time for me and for everyone else across the world.
Speaker 1:Yeah, it was scary, but made it through, I know, and so you really developed your career and had to learn how to do that while everything was going on.
Speaker 2:So I think that's a pretty impressive feat for all of you who did that you learn how to be resourceful during those moments and make connections and really, you know, reach out to folks when you're, all you know, forced to work from home. So it was, it was a hard, but it was a really good lesson just of that resourcefulness during the shutdown.
Speaker 1:Yeah, that's great. Well, thank you. Thanks for the background. I usually say that something about it's important for the listeners to know about our guests, but I'm going to be honest with you, producer Kate and I really enjoy that part as well and getting to know you all. So thanks so much. All right, so I said you were part of the business department at Bond and that is a very big and diverse group here at our firm. You just like really briefly give us a sense of all the different types of practices, or at least some of them, that are in that department.
Speaker 2:Let's see. If I had to boil it down, I would say my practice right now, what it's been for the past couple of years, is probably 60 to 70%, depending on the day, on M&A, mergers and acquisitions, so deal work. And the remaining 40 to 30% again depending on the day, is more general corporate, and general corporate doesn't really have its own practice group. It's just kind of the business in whole, it's kind of the background. So sometimes I call myself a corporate mutt. But in terms of other practice groups that I'm actively involved in, these include the M&A Practice Group, the Financial Institution's Regulatory Practice Group, which mainly deals with credit unions, cybersecurity and Data Privacy, startup and Emerging Business Practice Group and the Bankruptcy Practice Group. In the sense of bankruptcy, I assist when sales are needed for distressed companies. So all those practice groups are within the business department.
Speaker 1:And then those are the ones you're involved with. There's also then, ip, ncaa, chyret and a bunch of other practices Unabit tax. Yeah, so it is a very big, but because, just like the example you just gave with bankruptcy, all of these pieces weave in together when you're talking about a corporation or a business.
Speaker 2:Yeah, absolutely, they do Very often.
Speaker 1:One way we talk about the type of work we do is corporate law, and we say that it is transactional work. So maybe we should start with what is corporate law?
Speaker 2:Yeah, corporate law, it's broad. I usually specify when I'm introducing myself to somebody that I'm a corporate and transactional attorney. So what do I mean Breaking down corporate? I think I have a few buckets. Bucket one is general corporate formation, business formation Form an LLC, form, a company. You want governing documents for that company, so operating agreements by laws. Then complying with other laws, like the Corporate Transparency Act, which is a huge law that's come into effect now we don't need to go into that. But also with respect to startups and emerging businesses, I mean issuing that stock and stuff like that. So that's bucket number one. Bucket number two is everything after that corporate compliance. So minute books, shareholder and director resolutions. Are your bylaws up to date, making sure that your books are, from a legal aspect, running like a well oiled machine. Then third bucket, transactional Everything with respect to transferring your interest in a company. I would say whether it's $50,000, $100,000 or $300 million, I've worked on agreements and transfers and transactions, all anywhere between that, and there's a lot that could go into selling your business and buying.
Speaker 1:Also those numbers. Sorry to interrupt, but those numbers the smaller number means just as much to those people as the larger number means to those people. It's really critically important to the parties. So each are equally as big a deal.
Speaker 2:Thank you and goodbye. And even in those smaller deals you still have to have the same aspects that a larger deal would have. So sometimes on smaller deals I work just as much as I do on a deal that can be much bigger. Yeah, but in addition to simply selling a business, also that kind of lands in that transactional bucket are really transferring pursuant to succession planning, like year-end gifting, gifting to your children.
Speaker 2:I work closely with the Trust and States Department as well as the tax group that works on those what's beneficial to the client. And then I mentioned earlier that was part of the Financial Institutions Regulatory Practice Group and there I've helped colleagues with credit union mergers. So that's how transactional sense can kind of transcend to that area. So that's the third bucket. The fourth and kind of final bucket that I have is the corporate contract work, so contracts and the ordinary course of business. There are a lot of important terms in those contracts. It's really important for businesses to look and review, to shift liability as necessary, whether it can be master services, agreements with providers, equipment purchases or leases or financing documents. That kind of is what I define as kind of general run-of-the-mill corporate work. And then kind of a part of. That is other things that I dabble in, which includes cybersecurity and privacy, which making sure that there are proper procedures and policies in place. So that's how I would summarize my practice in a nutshell.
Speaker 1:That's great. And that data privacy in those contracts those are important because there's clauses in those contracts on data privacy. So that's often what we have you talk to our newest associates about. Are those contract clauses when we do those meetings with our summer law clerks to give them sort of that basic foundation of how this all develops? Yeah, exactly, so okay, what types of projects might you? I know there's not really a typical day, but what might you work on in what is sort of a typical day?
Speaker 2:I'll start with what I'm working on today. Yeah, what I actually. I have a list here. I'm working right now on a fairly substantial transaction and I need to revise the purchase agreement. I need to supplement some more information about the business where we represent the seller. In this case, I need to supplement the disclosure schedules for that particular business. I need to revise some tax reorganization documents. I need to work on a dissolution of a company. I'm working with my benefits colleague about a termination of a 401k plan and I also need to draft real estate holding company operating agreements and their EIN application, as well as clean up some draft organizational documents. That you know. That's a. I'm working on the transactional sense, but I'm also working on a lot of general corporate matters. That's actually a good spread of what I have to do today.
Speaker 1:That's a pretty good illustration. Yeah, we picked the right day Right. So, serving as outside business counsel to a number of businesses, and of all sizes, that must mean you have to learn about each business, is that true? And is it important to know their industries and their goals?
Speaker 2:Absolutely. And when you're involved in a transaction, especially if you represent the seller, you really get to know the business of the seller and the client in general. But talking about kind of institutional clients that come to me with constant corporate work reviewing their contracts, you build these, these close relationships with clients and you really learn the ins and outs of their business. It doesn't happen overnight, it comes with time. But after looking all their contracts you know, listening to their goals and objectives and kind of along with them for the ride, so to say. And then I mentioned how you get really close with a client when they're a seller.
Speaker 2:But I mentioned before one of my tasks today are revising disclosure schedules, and so when you're, when you're selling a business, oftentimes a business or the seller or both have to disclose many things about their business to the buyer.
Speaker 2:This includes just a cherry pick, a few employee benefits, current past litigation, intellectual property, employees, taxes, environmental issues, property issues and everything in between, and I've helped a range of businesses on on this, on these points. You know sellers in particular, from e-commerce to manufacturers, to a vet practice, to a doggy daycare, and so I sent my dog to a doggy daycare. So I'm not saying I know the ins and outs of that business in particular. But let's just say I have a deeper appreciation, I'm one, of an understanding about how that business is run. But in all those instances I just said where, where you know, we go through the disclosure schedules I sit down with the seller and the client and I asked for them to describe their business for me and it's a process where I really get to know the client and I get to know their business really well and each each deal is different.
Speaker 1:Yeah, that's pretty cool. It must be what keeps it interesting and it keeps you motivated.
Speaker 2:Yeah, absolutely, and it's. At first it's daunting because you don't really know much, but then you learn so much and you get so Intertwined almost. But then you have to remind yourself the client in this case is selling their business, it's going away, so don't get attached. But but it every single time you learn more institutional knowledge in general.
Speaker 1:And from what you've said you know earlier in our conversation, and then even just the Tasks and things you were describing. You get to work with other attorneys throughout almost all of the different Departments at bond in making sure that these deals can happen.
Speaker 2:Yeah, I think I can't think of a practice group that I have not worked with. It's in the deal context in particular, it is very important to work with all departments depending on the needs of the deal, and it's great. As I mentioned, you know, sellers have a lot going on. Oftentimes they have labor and employment issues. Another, oh another big thing is I constantly work very closely with my employee benefits team because Most time sellers have a robust benefits plan and it's extremely complicated to. You know. Make sure all your ducks are in a row with the respect to that. But but every department. I mean, like I said, ip, environmental, especially if there's any environmental issues. Data privacy that's actually a big area where I include my colleagues, because the laws are very particular and granular and a lot of times actually, businesses aren't in Technical compliance with laws, so getting the speed is very important. Tax, obviously, I mean deals can be structured Holy for tax reasons, so working with tax counsel is very important.
Speaker 1:I'm sure I'm missing some but you know, yeah, exactly like everything from there could be a lien on property. That's part of the business to wanting to make sure that you know. Our litigation folks help you Understand any litigation risk that might be involved in something you find out during disclosures right, right, you know so many things pop up that you do not anticipate, though absolutely.
Speaker 1:So I'm transactional versus litigation. They're often in law school. We kind of make them very hard lines. I don't think there is hard line in the practice. In the end, a lot of the practice of lies, client counseling right and problem-solving within the law, but typically people like one or the other when they're in law school. So did you know you wanted to work on transactional matters when you started law school?
Speaker 2:Yes, but I got there in a weird way. I suppose I mentioned before earlier that that was an intellectual property paralegal in my prior life, in my prior work life, but I couldn't do IP prosecution because I did not have a technical background. As some of you may know, there's no way I could be barred at the US Patent and Trademark Office. I could have done trademark or patent litigation but you don't need to be barred with the PTO on that. But I think customarily firms will hire the whole package that they want you barred. I put IP to the side, but the inspiration, I think, for me wanting to be a corporate lawyer I think is derived from my dad owns a small business. I've been always very interested in how businesses are run and I really want to learn the ins and outs. It was simple as that and I ran from there. I missed something. The courtroom terrifies me.
Speaker 1:But I know you do pro bono work where you're helping clients in that way.
Speaker 2:I'm still terrified. I'm not bad at it, it just terrifies me. I'm sure I'd be a fine litigator. I sure I would be, yes.
Speaker 1:Well, in these type of deals and the way you're describing it, it seems that while there are obviously individual things you have to get done, it's a team-oriented practice and so many moving parts. Everyone plays a role, like from the partner to support staff, paralegals, everyone. Is that another piece of this that you enjoy?
Speaker 2:Yes, it's also important in my practice to issue spot and bringing colleagues when necessary. Just a random example that I could think about I was reviewing a contract and then all these wonky terms about prevailing wages came up and said what is prevailing wage? What I'd like to phone a friend here. Yes, I picked up the phone to a colleague and I said I think it wasn't even called prevailing wages, but it was prevailing wages. What happened? I called my colleague that connected me with the right folk and we were on the phone with the client in a day to talk about these very important terms. It is very collaborative.
Speaker 2:I also just wanted to touch back on something kind of going back a step about the differences between litigation and transactional matters. I think that the line is a little bit blurred. I don't think they're all that different. Obviously, I'm not in a courtroom, I'm not in front of a judge, but being a transactional attorney and I haven't really mentioned this yet but it's knowing how to negotiate, which is an art and it can feel very litigious. I'm working on my strategy on how to effectively negotiate, but luckily I have excellent mentors here at Bond who are showing me their way, and they're different tactics.
Speaker 1:Yeah, it's true. I think that those basic skills of law school and then those skills in practice, once you're doing it you realize they all transfer, which is absolutely a negotiation for everyone, is an important piece of the practice of law.
Speaker 2:It takes practice. It really does. I've seen lawyers be very overly aggressive. That completely backlashes, completely puts a sour taste in the client's mouth, but also on the flip side kind of pushovers. There's definitely an art there.
Speaker 1:Yeah, I think all of this. There's science, but the science has to be used in an artful way.
Speaker 2:Right, anyone could learn it your own way. Yeah, find your own groove.
Speaker 1:That's true. You have to present in a style that is authentic and that really does help you. Mm-hmm, I know the hours can be pretty long and the stakes high, like most things in the law. So the thing on the line, if it's a dealer, a negotiation or litigation, a sale or a purchase, it's so critical to the client. So how do you keep motivated and keep going through the long hours?
Speaker 2:The closing. It's so worth it. Everyone's also in a closing for a deal. Everyone's happy. For the most part it's a most often it's a win-win scenario. Sure, leading up to a closing can be super hectic and overwhelming. I've spent very long days, and so have my colleagues, on a transaction, especially leading up to closing. But when you're on a closing call it's the best feeling ever and you feel a sense of pride and happiness for the client Also. Just as a practical matter, when you have a closing for a transaction, usually there's very little flow over. It is done, you are done and you move on. So you know that with a closing I guess same as litigation that there is an end, right, unless a deal falls through, of course. But for a transaction there is an endpoint and then you move on.
Speaker 1:Yeah, it's on to the next one. Yeah, yeah, absolutely. If any law students are listening to have any advice of anything they could do in law school if they want to be in a transactional practice.
Speaker 2:Practice how to negotiate. I think those general skills are very important. I think you know work on your writing skills, be meticulous, have a close attention to detail. I think general other you know skills and tips is staying calm under pressure. And then again, this transcends all practices in law, but you know making sure you don't get heated in a phone call or if you're faced with a closing checklist that has 90 documents that you need to review and file in 24 hours. To just stay calm, to take a breath and it'll work out. And also ask questions. Like I said, I you know various sellers that I have no idea about their business and I have no idea what an answer to a question is. I pick up the phone and I just ask them and nine times out of 10, really 10 times out of 10, the client will be more than willing to talk it through with me and to talk about their business. So stay calm, ask questions, be meticulous. Writing skills, work on negotiation That'd be my advice.
Speaker 1:Yeah, that's excellent advice and I think anybody in law school could take that for any practice area as well, because that's a key part of it, right Like, and sometimes we have to put our ego aside a little bit to get the job done right. You can't take it personally. If the other side is heated, they're stressed too. You have to find a way to sort of work through. Yeah, I agree, All right. Well, this doesn't mean you never do anything else. You also have a lot of things outside of the firm and putting a beautiful family, but then also board service and things, and you're very active in firm committees and in pro bono work. So what are you involved with in the firm? Besides, you know practicing law, which is pretty important.
Speaker 2:I this is the fun part about my job I am on the recruiting and women's initiated committees, which I absolutely love. I love getting to know the summer law clerks and associate trainees. I let's see. I volunteer in the tenants rights clinic for my pro bono. I am on the board of directors for a local nonprofit and all of those. You know, whether it's kind of an internal event or internal recruiting event, just among spawned attorneys, or if it's an external interaction with the community like the pro bono clinic or my nonprofit. It's super helpful in my practice as a whole. Just, you know, working on the ability to build relationships, internal and external networking very important. And also, just as I talked, you know, in my deal context, talking to colleagues and learning more about their practice. So I know who to call. You know about prevailing wages or if an issue pops up. So I think you know getting to know my colleagues in these activities is very beneficial to my practice.
Speaker 1:Yeah, it sort of helps round it all out and it's grounded in some way right. Yeah, it's fun. It's fun too. Well, thank you, liz. Thanks for joining us today on the podcast. It is always a pleasure for me to talk to you and I'm so enjoying watching your career develop, so I hope you come back to the podcast to update us on new developments in the law that are important to businesses. Thanks again. Thanks, kim. Thank you for tuning into this episode of Legally Bond. If you're listening and have any questions for me, want to hear from someone at the firm or have a suggestion for a future topic, please email us at LegallyBond at bskcom. Also, don't forget to rate, review and subscribe to Legally Bond wherever podcasts are downloaded. Until our next talk, be well.