Legally Bond
Legally Bond
An Interview with Elizabeth Morgan, Business and Transactions Law
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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.
Exploring Corporate Law Practice
Speaker 1Hello 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 2That 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 1All 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 2Yeah , 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 1I 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 2I 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 1Yes , patent prosecution I hear it's a thing people do .
Speaker 2Yes , 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 1Yeah , 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 2I was a summer law clerk . I am homegrown . I have not worked anywhere else in my legal profession other than Bond .
Speaker 1That'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 2Yeah , 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 1Yeah , 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 2So 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 1Yeah , 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 2Let'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 1And 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 2Yeah , absolutely , they do Very often .
Overview of Corporate Law
Speaker 1One 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 2Yeah , 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 1Also 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 2Thank 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 2I 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 1That'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 2I'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 1That'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 2Absolutely . 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 2But 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 2This 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 1Yeah , that's pretty cool . It must be what keeps it interesting and it keeps you motivated .
Speaker 2Yeah , 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 1And 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 2Yeah , 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 1I'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 1So 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 2Yes , 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 .
Exploring Corporate Law and Transactional Practice
Speaker 2I 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 1But I know you do pro bono work where you're helping clients in that way .
Speaker 2I'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 1Well , 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 2Yes , 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 2I 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 1Yeah , 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 2It 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 1Yeah , I think all of this . There's science , but the science has to be used in an artful way .
Speaker 2Right , anyone could learn it your own way . Yeah , find your own groove .
Speaker 1That'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 2The 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 1Yeah , 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 2Practice 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 1Yeah , 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 2I 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 1Yeah , 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 .