Legally Bond
Legally Bond
An Interview with Sam Burgess, Business and Transactions
In this episode of Legally Bond, Kim speaks with Bond business and transactions attorney Sam Burgess. Sam discusses what it means to be a transactional attorney and how he developed his practice of working with entities owned by professionals such as physicians, dentists, physical therapists, and design professionals.
Hello and welcome to Legally Bond, a podcast presented by the law firm Bond, chenek and King. I'm your host, kim Wolf-Price. In this episode we're speaking with Sam Burgess, a member in the business department practicing out of Bond's Syracuse office. Welcome to the podcast, sam. Thanks for joining us.
Speaker 2:Thank you for having me.
Speaker 1:Usually, I'm just talking to you in your office door, so it's kind of nice to be able to talk office. Welcome to the podcast, Sam. Thanks for joining us. Thank you for having me. Usually, I'm just talking to you in your office door, so it's kind of nice to be able to talk to you on the podcast this time.
Speaker 2:Yes, hopefully I give you some more intelligent information this way.
Speaker 1:Well, sammy, so you're a transactional lawyer, in attorney speak, and you work on a lot of different types of transactions, so business formation, governance issues, mergers and acquisitions, joint ventures, financing, succession planning all those things kind of sound lawyer-y, I mean. I know, I think what they mean, but we may need to explain some of those. But a good deal of your work is for professionals, so other professional service industries doctors, dentists, physical therapists and maybe those who work in the design world. If it's okay with you, I'd like to spend the bulk of our time today discussing what it's like working with those clients part of the professions and what type of work you do for them. Does that sound like a plan?
Speaker 2:That sounds great.
Speaker 1:All right, very good, you can teach me something about that.
Speaker 2:Sounds good.
Speaker 1:All right. Well, before we get into the lawyer side of our conversation, it's customary on the podcast that we start with a chance to get to know our guests, so would you mind spending a few minutes telling us a little bit about your background, whatever you'd like to share? Grew up, family where you went to law school, undergrad, things like that.
Speaker 2:Sure. So I grew up in Watertown, new York for those who don't know about an hour north of Syracuse, right up 81, through the snow belt in the winter. So my family, my brothers, are still there. After high school I went to St John Fisher in Rochester for my undergrad, got a degree in sports management At that point. I played lacrosse there for two years and then in my senior year I didn't know really where I wanted to go next. I know I wanted to do something kind of in the business world or law school had been talked about. But at that point I had an opportunity to go to St Louis and get my MBA and helpa friend of mine recruit, start a lacrosse program out there.
Speaker 2:So, I did that for a year. I got my MBA and then I moved back home to Watertown, stayed there for about two years and worked at a local bank. I ended up working like the loan department for a little bit and then at that point I had already taken my LSATs. My now wife's job was moving her to Chicago, so I went out there and I made the decision when I was out there to apply to law schools there and I found that one of the only schools in the country that starts in January. So I started that in January.
Speaker 2:So we were there for four years in Chicago, but at the time I knew I didn't want to take more than one bar and I knew I want to come back in New York at some point, so I was going to take the New York bar, and that's kind of how we wrap that all in together.
Speaker 1:Very good, so your wife is from New.
Speaker 2:York too. She's from Watertown as well, actually.
Speaker 1:Yes, very good, all right. So Watertown like that great Starbucks right off of 81, if you're driving north, you can stop there. But many other things in Watertown. People need to give Watertown more of a chance. So, St Louis, I didn't realize that's where you went for your MBA and that you were trying to get a lacrosse team up and running at the same time. So that was a lot.
Speaker 2:Yeah, it was, and then so it was basically, you know my MBA we're doing it is all night class basically the whole whole time, and I did 12 months straight through and then kind of was working on other things within the athletic department through the lacrosse program during the day and then started doing some other lacrosse coaching, club coaching, high school things like that while I was out there in the meantime.
Speaker 1:You still like to coach teams right, Like maybe a kid's soccer team, things like that.
Speaker 2:Yes, I coached my son in a soccer team with a bunch of his friends from his school and we just kind of pick them all together and run out there and play games. Don't do really do much practice, but it's fun to just kind of be out there.
Speaker 1:Yeah, I volunteer you my kid. He can go run things for you this summer. He can help you. Take him Perfect.
Speaker 2:Perfect.
Speaker 1:But it's so, it's fun. It's fun to work with the kids and to watch them play.
Speaker 2:They have such a great time. Yes, yes, it is good.
Speaker 1:It's rewarding as well, mostly, yeah, so both your MBA and your JD did in what people would consider a nontraditional, because you were a January start and, as you mentioned, most people start in August or September. And then your MBA was at night, which I guess is more common for MBAs, but both of you were kind of doing your own way, yeah.
Speaker 2:Yeah, and the MBA was. I decided to do it straight through to get done. And I mean, their setup was weird. We kind of were taking new classes, you know, every eight weeks. So I just kind of did that for the whole year and made a decision hey, let's just be done, get it over with and move on and go to the next step in life.
Speaker 1:That's very good. I do hear that St Louis is significantly more humid than Watertown.
Speaker 2:Yes, it's very hot all summer long.
Speaker 1:Where it is not in Watertown. It's kind of lovely. Yes yes, you may need a snow belt, but you do get the summers, which is good, All right. And so then you moved. But you took the New York bar because you only wanted to take one a man after my own heart, because I was the same, I was like I will take just one. But where'd you start your career back here in this in central New York, and how'd you get the bond?
Speaker 2:Yeah. So I went back to Watertown, worked at a firm there for a couple of years and then I moved down to Syracuse and worked small firm doing. That's where a lot of my professional work started. I had some professionals when I was in Watertown and that's kind of what brought me down to Syracuse worked at some small firms here and really started honing in on that professional practice.
Speaker 2:And then, through the years being down here for I think I was probably down here for three years and I knew people at Bond, whether attorneys I'd worked with on other things or you know I knew some people in other personnel staff and they said, hey, we're having an opening, we're looking for people in the business department. What would you think? And I eventually came over, had an interview and was really impressed with everything that was going on at Bond, with basically the amount of people that were here, the amount of different departments and how we could really just do everything at Bond. And I finally came over in December of 2019, which was interesting in its own right because I started here.
Speaker 1:I'm a January 2020, so yeah.
Speaker 2:So I started here and then a couple months later we were sent home and I was trying to meet people that I was doing work with. That were clients as well as people in the firm that were giving me work, and it was an interesting transition, to say the least.
Speaker 1:Yeah, you sort of transitioned when the whole world was also transitioning.
Speaker 2:Yes, yes.
Speaker 1:So well and you mentioned it and we'll get into it more later but I imagine working with people in professional services professions and then having a full service law firm behind you with everything from T&E to IP, trademark litigation all that is probably pretty helpful when you're working with those groups.
Speaker 2:Yeah, no, absolutely. Because when you know with them a lot of times whether it's just a random question with an employee that I would try to like look up before or kind of say, oh well, we don't really do that. Or litigation, we're not going to do that and kind of farm these things out, we can pretty much do everything for the client from start to finish. I mean, there's a lot of clients are in my practice that after I've introduced them to someone in our other group they just call them on their issues and I don't know about it until it may get mentioned to me later on. So it's great to have just a bunch of different people that can work on things together or independently for the same client.
Speaker 1:Yeah, Not to go back to a sports metaphor, but it's like having a deep bench right, yes, absolutely.
Speaker 1:That's really good. All right, well, thanks for the background. I often say it's important for the listeners, but I'm just going to admit to you that producer Kate and I also like to learn how do I not know? You're from Watertown. I don't know, but I just found that out today, so I love this. All right, so I said you're part of the business department at Bond and here that's a very big group of diverse practices. Will you just talk briefly about what some of the practices are within that department?
Speaker 2:Yeah, so there's a bulk of different practices that kind of come into business world and overlap Mergers and acquisitions, intellectual property, cybersecurity we have that comes in Our collegiate sports practice, which is always an interesting one. Then we have health practice, which I'm involved with, and some of the business restructuring I think, and startup business, hospitality, things of that nature that are more niche on the business world in one way or the other into our department. So it is really a very diverse group and there are people that are all in the business department that we may never cross paths because we don't do the same thing at all and our services aren't really needed with each other because they want to come up in situations. So it is good to have all of those different areas and be able to hit on them when needed, even if it's just kind of a unique or one-off instance.
Speaker 1:Yeah, absolutely. I mentioned that you were a transactional lawyer. That's sort of how we talk about it. Do you want to explain a little bit of what that means? That means you're not in court. What does that mean?
Speaker 2:Yeah. So I mean, yeah, I'm not in court. In transactional side I pretty much do. Like I say, any contract, anything for a business comes in my purview and I can handle. So transactions we like to think, hey, the high-end mergers acquisitions piece is one of our practice groups that I'm involved in.
Speaker 2:So mergers and acquisitions in the common sense of someone wants to sell their business to a third party, we handle all of that. But also the transactions can be anywhere from the formation of the entity to their corporate documents, to their employment agreements for employees, whether they're shareholders or not. We do other documents, you know, their shareholders agreements, operating agreements, their income allocation agreements maybe, or compensation plans like that where we work with other groups, but also services agreements, vendor contracts, things of that nature then kind of transact into the succession planning world, whether it's finding someone internally that we're going to pass things down to, so we'll draft those documents, or it's just a buy-sell to a third party of some interest where we're not going through a full-blown merger and acquisition. It's really a huge array of topics that can come into the transactional world. But to me the easiest thing to kind of think of is anything that's on paper and that we're signing, we review, I review and kind of give guidance in that nature.
Speaker 1:That's great. So you say you give guidance and you're serving as outside business counsel to professional services, people a lot. So people you know, frankly, like lawyers, who have to have licenses and have certain other roles. That must mean you have to learn a little bit about those industries as well while you're doing it. Is that true? And how you know? Is it important to know their industries and their goals?
Speaker 2:Yeah. So I like to separate it into two things. So the professional side is to me kind of easier to know their business. I represent a wide array of professions from physical therapists, doctors, nps, pas, audiologists, accountants, design professionals, kind of everyone in that whole scope and there it's easier to know kind of what their business is. Some of them have different business models or size, but if you represent a physical therapist, I mean I know what their business is. They're providing physical therapy services. You kind of know what that is. Dentist you know everyone goes to the dentist, you know what that is. But on the side of just other general businesses that you work with, a lot of them may be in all sorts of different spaces that.
Speaker 1:Manufacturers.
Speaker 2:Yeah, manufacturers, distributors, things like that.
Speaker 2:It is very important to me to get out there and know what their business is, because you'll get to know how everything operates so that when a contract comes around you'll know what it means, where it comes into play and what needs to be done with that.
Speaker 2:So there's kind of the difference in the two sides but for all of them, to me it's getting to know them and finding out what's important to them, Because what one client may be adamant about for all contracts that they won't agree to certain things, others may say they don't care, they're comfortable that those odd situations that lawyers bring up won't happen. They'll take the risk. So it really helps the back and forth with the client and gaining the trust level with them to know what they're actually looking for and where I don't have to spend time pointing out a bunch of things that aren't applicable to their industry or that they don't care about. So it's very important to get out there and I do like to, to the extent I can, get out there to their businesses and be on site at least to kind of see what their locations look like or what their offices look like and meet some people there to get a better feel of it all.
Speaker 1:Yeah, that makes perfect sense and I think it makes a better product in the end and then maybe backing up. But about that better product, which other departments within the firm do you sort of cross over with from time to time when you're working on deals?
Speaker 2:Yeah. So I mean, if we're talking on a straight deal, merger, acquisition, someone's selling their business or we have a client that's buying someone else's business, usually real property comes in because one way or the other, they're either buying or selling the real estate or they're at least leasing it. So that comes into play. Labor and employment is coming into play, especially with bigger companies with the number of employees they have just to make sure that any representations that are made are accurate, making sure that we're disclosing everything that we need to. We have the IP group when a client has intellectual property, make sure that everything is being done properly in that manner. Also, I mean, if we're talking more of succession planning, transitioning, working the trust and estates people, just to make sure that if they need to closely held business.
Speaker 2:The family owner needs to update any of their planning. We can handle that through that group.
Speaker 2:Really there's just a wide variety of people that come in to any one of the transactions that we can do, and that's the good thing about like you said before, is we have people in every area. So I mean same thing, whether it's tax, that we either there's tax provisions to weigh in on or there's a tax impact things can have we have people here to handle that, and that allows us to keep the clients in-house for everything, because when there's a big deal, instead of them having to go oh well, we got to go to a big city firm or find someone else that can handle it we have the depth to say well, not only do we have a bunch of people in the business department that can handle all of these, but we have all of these other departments that will handle every single thing that comes up, and there's not going to be anything that is a surprise or we haven't looked at before.
Speaker 2:So yeah it's very beneficial.
Speaker 1:Right, and then you also get used to working together on these things, to understand how each other works too.
Speaker 2:Yes, absolutely.
Speaker 1:That's great. Well, so in professional services we go back to that a little bit when we talk about that part of your practice. Are there certain? Are there different types of transactions? Sometimes, for those folks, is it like opening a practice types of transactions. Sometimes, for those folks, is it like opening a?
Speaker 2:practice. Like what are some of the things that they do? Yeah, some of them will open a practice and you know I'll get individuals who say I want to open a practice on my own in a traditional sense, right when you think, okay, you have a doctor or dentist who says, I want to open a practice. They have a building and there's opening on their own from start and you know we help with the formation and they're kind of on their way if they're, you know, a one person shop. But then it can go all the way up to if there's a practice that has multiple people in it, the transactions are more going to be internally, with their operating agreement or shareholder's agreement to see what their buyout provisions are. When can people leave, how are we going to handle a disgruntled shareholder? How we're going to handle a disgruntled shareholder, things like that.
Speaker 2:And a lot of that comes down to, like you said, general counseling, where a lot of these groups don't have maybe top level administrators or CEOs or anything like that, where they may rely on me or other attorneys for more guidance in that area of just kind of on a business side. Hey, you know X, y and Z happened. What can we do or should do, and really it may not be a fully legal question, right, it may be more of a business, but we get that rapport with each other where they're trusting and happy to bounce ideas off each other, and so that's what they may go with on that level. And then you can go all the way up to where some practices, when they are selling out, we've had private equity groups come in and buy out, and so I mean that's a whole different thing, and especially in the in the health care space, because the health care has more stringent regulations particularly.
Speaker 1:I was wondering about that. That must be. That's got. It's so highly regulated, even for buying and selling. That must come into play. Even for buying and selling. That must come into play.
Speaker 2:Yeah, so I mean, you know, the big thing is the corporate practice of medicine, basically meaning that no non-licensed person can own and operate the professional entity.
Speaker 3:Like law firms, yeah.
Speaker 2:So when the private equity come in, they can't just buy it in their company that they have formed throughout the whole country that they're using.
Speaker 2:They have to have a what we call, you know, a friendly doctor that's going to be the owner of the professional entity to actually house the professional services, and so I mean it adds an extra layer into our agreements and with that there's some other fraud and abuse laws that we have to make sure we're in line with regarding compensation.
Speaker 2:So I mean there is different things that come up with all types of transactions, but I mean the scope can be very wide ranging depending on where the client is in their development and where they want to go, because I mean some things too that I mean we help them. If they want to ramp up, we help them. Hey, that's set up your structure now for what you want in the future. That's not just set up that you have one office and you're the sole person that's think about what your goal is. And office and you're the sole person that's think about what your goal is and if it's going to be opening multiple offices or hiring this many people, that's kind of playing for that along the way instead of the end.
Speaker 1:Yeah, that's the key about getting to know their business right, and actually getting to know them is that you can do that planning ahead of time.
Speaker 2:Yeah, I mean we don't wait, and where someone says, okay, well, you know, now in two years this is what I want to be, and you realize you haven't talked to them and they've opened a bunch of offices and have done a bunch of things since you last kind of set it up and where your structure is not really the best suited for what they're doing now. It helps us to kind of do that the whole time and be involved right from the start.
Speaker 1:Right To really help them from the legal standpoint and to do business planning right from the get-go. Yeah, that makes sense. So it seems like, with everything you're saying too, though, that transactional work is really a very team-focused practice. Is that true? There's a lot of moving parts and something for everyone.
Speaker 2:Yes, no, absolutely, Because I mean even from the start of it, if we talk about someone forming an entity, we're talking we use the support staff to help with the documents to form the entity. We use our associates to help with drafting some of the more standard documents and then we also bring in the others and the other group practices, even for those initial kind of documents, to make sure that they are in line with what our client may have from estate planning purposes or to make sure it goes in line from a tax perspective, whether we're working with our tax people or their own accountants to make sure that we have that all structured. I mean, we really are dealing with a lot of different people internally and externally to make sure we can deliver the best product.
Speaker 1:Yeah, absolutely. I often run into you in the real property attorney's offices.
Speaker 2:Yes, yes, Because I mean and that is I mean our stuff is very closely knit because of that connection of whether they have clients that are selling. Their clients are just selling real estate. That's fine. But I mean, a lot of times you know they have clients that own the business and they're selling the real estate and the business. So we get involved and we kind of have to make sure that the business sale and the real estate sales are on parallel tracks. So there's a lot of coordination there.
Speaker 1:Yeah right, a lot of timing. So you mentioned early in your career you started working with some professional services folks. Was that something you planned to do, or was it like a lot of lawyers, where that's kind of the work that came your way?
Speaker 2:Well, so when I, when I first started again and going back to my MBA, I knew I wanted to be kind of in the business world. And when I, when I was in Watertown I knew being a small town, I knew many different businesses but trying to get any work I could, I, you know, was doing different things. And my aunt actually worked in a professional practice and put me in touch with their doctor who was going to be the new owner, and I represented her and then we kind of went from there and that's how it started Some things. At that time I didn't know that there were all of these different regulations that would come into play with the professions and different requirements they had to meet. But over the course of time we learned that and I find that that's a good area to have, because there's always going to be some transition in there one way or the other.
Speaker 2:Whether it's a lot of these practices, when they're going, they hire an employee and usually the employee is going to be an owner at some point. You know for a lot of them it's. They come a couple of years and they become an owner. So we know that we're going to have to document that, get the proper buy-in documents and anything else we need to change in their governing documents because that may change voting percentages, things like that. So I found that you know that works always. It's always different depending on the size of the business and what practice you're in, so I mean that's always kept its level of intrigue to me.
Speaker 1:Well, right, because some you know some of the businesses. It might be like four years and then you become an owner. Others might be more like law firms, or it's nine, or you know eight or nine, so that you, by knowing the client, you kind of can anticipate when that might need another change.
Speaker 2:Yeah.
Speaker 1:And knowing with some of them.
Speaker 2:You know, in different industries some may have large buy-ins based on the value, some may have minimal buy-ins because they end up just doing things. That compensation is split accordingly so they don't really need to factor it in on the buy-in side because they have some office furniture is really the assets they have at that point. So I mean it really is good to be able to know that and know where someone would come in and what level of commitment they would need and how we would handle it.
Speaker 1:It seems like that there's probably a lot of long hours if deals are moving fast and multiple. No, there's never a time, probably, where it's one deal or one transaction at a time. So how do you kind of keep motivated and keep working through all of that?
Speaker 2:Yeah, so I mean the deals there can definitely be a long hour, especially when you're getting towards the end of deals and maybe some of them that they want to close entire timelines. So I mean those are going to be long hours and to me the thing is I just like the fact of seeing a client happy at the end, knowing that we're being efficient for them, knowing that they're happy with our work and confident in the work that we're doing for them and getting them to the finish line and seeing that, hey, you know whether someone's sold and you know they're going into retirement.
Speaker 2:I mean that's very important to see that. And also having that personal connection with them beforehand allows us to kind of be in it together. So I know they're working long hours, we're working long hours to get to the same space. But one thing I've tried to do I mean, sometimes one deal does encompass your whole time, but there's times when I try to, you know, so I don't get too stuck on one thing or, you know, kind of mundane, as I try to mix it up to the extent you can. As you know, even if I'm working on a deal all day, I'll I'll try to take a break and, hey, I'll just review a contract. That will take me an hour or something like that, just just to mix it up and keep things fresh and so you're not staring at the same thing all the time. But the real motivation is just providing quality service to all the clients and knowing that they're going to be appreciative and happy about the end result.
Speaker 1:Yeah, that's a good motivation. For sure, that's good motivation. Well, thanks, sam, for joining us today. It's really good to learn more about your practice working with your general business clients, but also the professional services folks, and I hope that you'll come back to the podcast to maybe talk about developments that are important to business and the clients you serve. So thanks for joining us.
Speaker 2:Thank you, thanks for having me out, and I'll come back anytime you want.
Speaker 1:All right, thank you. 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.
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