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Ep 50: How beating cancer twice helped him become the “Zen” GC: Dan Haley, GC, Guild
93 Plays2 months ago
How do you help CEOs transition out of the business? How do you project calm in a time of crisis? Can you draw on the experience of beating cancer twice as you navigate the challenges of executive leadership?
Dan Haley, General Counsel and Corporate Secretary at Guild, has led a career spanning the world of local Massachusetts politics, leading legal at companies like Sprinklr, and Athenahealth, enduring cancer treatments while holding high-stress leadership positions, and becoming known as legal’s most “zen” GC.
Listen as Dan shares how he developed his calming professional philosophy, why he wears t-shirts to work, and how he instills and nurtures a sense of confidence in his staff during trying times.
Read detailed summary: https://www.spotdraft.com/podcast/episode-50
Topics:
Introduction: 0:00
Balancing cancer treatment with a high-stress job: 9:21
Building a reputation as a zen lawyer: 12:23
Maintaining a positive attitude and setting a tone as a GC role: 18:05
Managing CEO transitions in a time of crisis: 23:16
Enduring a hostile takeover from Elliott Management at Athenahealth: 27:31
Facilitating the CEO transition at Athenahealth: 32:52
Facilitating the CEO transition at Guild: 37:22
Book recommendations: 46:14
What you wish you’d known as a young lawyer: 50:13
Connect with us:
Dan Haley - https://www.linkedin.com/in/danhaley1972/
Tyler Finn - https://www.linkedin.com/in/tylerhfinn
SpotDraft - https://www.linkedin.com/company/spotdraft
SpotDraft is a leading Contract Lifecycle Management platform that solves your end-to-end contract management issues. Visit https://www.spotdraft.com to learn more.
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Transcript
00:00:00
Speaker
The feedback I got early on was I was too intense. I was condescending. so I was too sarcastic. I remember sitting in a meeting with my CFO and a group of others. And um at the end of it, she said, Dan, can you hold back for a second? And ah everybody else left the room. And she said, what is going on with you? You look like you were going to jump across this table and strangle that guy. And I said, let's see. i I literally didn't feel even like a heart rate increase during that meeting. And she said, it was right. I felt like I needed to call that conversation or you were going to hurt somebody.
00:00:41
Speaker
How can you help CEOs transition out of the business? Project calm in a time of crisis. Draw on beating cancer twice as you navigate the challenges of executive leadership. Today, we are joined on the abstract by a guest who I have had wanted to have on for quite a while, Dan Haley. He's the General Counsel of Guild.
00:01:06
Speaker
which is unlocking opportunity for America's workforce through education, scaling, and career mobility. Dan has extensive experience as a corporate leader, including previously serving as the General Counsel of Sprinkler, where he led their $3.7 billion dollars IPO, and as the Chief Legal and Administrative Officer of Athena Health.
00:01:28
Speaker
Before going in house, he was a partner at McDermott Will and Emery, and he also had a prior career in politics here and there between law firms, including as treasurer to Charlie Baker's campaign for governor in a number of roles in Governor Mitt Romney's office. He's a Massachusetts boy, if you haven't figured that out yet. And at the RNC. Dan, thanks so much for joining me today for this episode of The Abstract.
00:01:55
Speaker
Tyler, thanks for having me on. I really appreciate it. It's great to be here. I want to start with something cool that you do every year. and what you were talking about is pretty cool You bike across Massachusetts to raise money for cancer research. ah Tell us about what that race is and why you do it. Yeah. So first off, it's a ride, not a race, which I'm reminded of that in the moment.
00:02:23
Speaker
um But the Pan Massachusets Challenge is very honestly, no hyperbole here, the largest and most successful athletic fundraiser in the history of the planet, of humankind. it's ah It raises, well, just ah for for perspective, this year the Pan Mass will raise $75 million dollars for research and care at the Dana-Farber Cancer Institute.
00:02:50
Speaker
And research and care at the Dana-Farber Cancer Institute benefits people all over the world. It's not ah it's not a local thing. um And this year we'll cross the $1 billion dollars raised threshold in the lifetime of the event. So it's ah it's a massive, massive undertaking. and And more importantly, it's incredibly inspirational because every one of the roughly 6,000 riders has a story. And um it's generally a story about ah adversity in overcoming it or about loss and making the best of it, turning it into something good. um And so yeah, this is this will be my 12th year um consecutive riding since since my second bout um with cancer. And it's the best thing I do all year hands down um on any number of vectors.
00:03:39
Speaker
How did you decide to do it for the first time? what What inspired you and what made you think I can do that? Because how big is Massachusetts? I mean, this has got to be like in the hundreds of miles. It's ah' missing about 200 miles over 200. Yeah. So the story is actually quite simple. and I've had testicular cancer twice. Insert any number of jokes. It makes me comfortable. a white writer for one day. But after the second time, um which you know the odds of getting it independently recurring 10 years in between are very, very low, um my oncologist looked at me and he said, look
00:04:16
Speaker
um Cancer is not going to kill you because we're going to keep checking you for the rest of your life. And if cancer comes back somewhere somewhere in your body, we'll find it early and we'll kill it. um But because you've had cancer twice over the course of a decade, plus um you've been irradiated so many times with the various tests, scans, and treatments um in you know this in the torso area that um you said, Dan, you're at materially higher risk than the general population for both heart and lung disease.
00:04:46
Speaker
and he said the gold proves it is, there's a very straightforward way to even out those odds and get back to, you know, parody. And that is get yourself in really good cardiovascular shape and stay there. So I had a young daughter and, um you know, there's no motivation in the world like I want to be there. Yeah. So, you know, he was right. That's a straightforward thing. And at the time I was about 40 pounds overweight. um I didn't lead a terribly healthy lifestyle. I went to the gym and pushed them around and told myself I was doing something. ah But I i ah had a friend who kind of suggested that we do the pan mass. um And it was, I think, 11 weeks out from my surgery. And so I asked my surgeon, can I do this? And he said, don't do anything stupid. But yeah, I went on a bike and started riding and told myself, um
00:05:40
Speaker
you know After I experienced that, that ride across the state with, you know, people like literally you don't ride a hundred. Well, that's fake. You don't ride 300 yards without passing somebody at the end of their driveway, cheering with a sign that says, thank you. That says I had cancer. My kid had cancer or.
00:05:59
Speaker
you know Sometimes you see a little kid um you know without their hair or standing at the end of the driveway with a sign that says, I'm a patient of Dana-Farber, and it's just mind-blowing. It feels so good. And I guess the last thing I would say about that is this year for the first time, um my my team is um riding with a pedal partner, which means we're riding for a little boy who's currently undergoing treatment for pediatric leukemia.
00:06:23
Speaker
um His name's Jackson. wow um He has a twin brother named Henry who's healthy. That experience, ah kind of seeing what that family is going through, it just is a wonderful perspective exercise, Tyler. It's you know it's trite to say you know very few challenges in the workplace are life or death. No challenge. None ever in the workplace is like having a four-year-old child fighting leukemia.
00:06:51
Speaker
bri and seeing the way this family approaches that and the grace and the courage and this little boy who just, that's just his life. He's powering through, he's doing the kid's stuff. He's got a great prognosis, but it's a year-long slog. um And that just, you know, I wouldn't say, you know, I think about having had cancer every day. I don't, not even close, probably not even every week, maybe not even every month anymore.
00:07:15
Speaker
um And by the way, my challenges with cancer were a tiny fraction of what Jackson's challenges are. It shouldn't even be the same word. It's kind of embarrassing to me that what he and his family are going through is the same broad label as what I went through. um But both are perspective setters, and it makes it easier to tackle things at work with um some perspective and some equanimity, I think.
00:07:43
Speaker
When is the race this year and how can people support it if they want to? I appreciate that very much. ah It's the first weekend in August, always is, and um you just Google PMC Rider lookup and search for Dan Haley and my page will come up. One of the coolest things about the Pan Mass, many cool things, is it's entirely volunteer supported. So there's no overhead, zero. So literally every single s cent of every single contribution goes directly to Dana Farber.
00:08:13
Speaker
and the research and care there, period, full stop. So it's it's the most efficient use of charitable dollars that you can find anywhere in the world. that's i mean it it is That's an incredible number. I did not know that it was ah you know a billion dollars or $75 million dollars a year. i mean that i That's like 75 nonprofits put together sometimes, right? so it's a massive it's believe ah It's a massive percentage of Dana Farber's operating budget. and I can tell you firsthand experience, one of the weird
00:08:44
Speaker
benefits of having had the same cancer a decade apart twice ah is my treatment the second time around bore very little resemblance to my treatment the first time around. And that is a direct result of the research that happened in that intervening decade and the improvements in care that happened in that intervening decade. Jackson has a great prognosis. A little boy 15 years ago with Jackson's cancer,
00:09:11
Speaker
would have been dealing with a very different reality. And that is a direct result of the donations. So it's really, it's really a cool cause. Can I ask you before we we move on from this, do you have folks cause you were probably in.
00:09:27
Speaker
relatively stressful jobs with high expectations associated with them while you were navigating these diagnoses and treatment. And do you have folks who come to you and ask for advice about how do I keep like all these balls in the air between my family and my high powered job, which is a good thing. And now having to deal with this sort of significant health event. but what do you What do you tell folks when they come to you and ask for support or advice? It's hard to answer this question without sounding self-aggrandizing. The first time I had cancer, I was in my last year of law school and it was literally my treatments. My surgery was right before finals and then my treatments were all through studying for the bar.
00:10:16
Speaker
and I was working at Goodwin Proctor at the time. So my day was a get up in the morning. I would go to Goodwin Proctor. I would work for half the day. I would go to my bar review class and I would go to Brigham and Women's Hospital, get my radiation, go home, usually throw up and then study for the bar.
00:10:35
Speaker
no um that sounds yeah just you know It was not optional. I mean, I suppose right that's not totally true. I could have said like, I'm going to put off the bar a year and I'm going to do all these things, but didn't occur to me at the time. And so in the file of silver linings,
00:10:53
Speaker
that experience did give me the ability ever after to say, well, this thing I'm going through is not that six-week long period. yeah I'm not throwing up involuntarily while I study for the bush, so you know kind of get through. right And I don't know. like You can't you can't visit the alternate reality you know where i can't visit the alternate reality where I didn't go through that. So I don't know how much of my work ethic or whatever stems from that. I suspect a pretty good chunk of it. And so to circle back to your actual question, yes, people ask me that. It often comes up in the context of I do endurance events sometimes to stay in good cardiovascular health. and
00:11:37
Speaker
So I've done a couple of Ironman triathlons and that requires you to get up at like three in the morning to do the training. And yeah, how do you work that into your work schedule? And you know, gosh, I'm too busy. You know, you must.
00:11:50
Speaker
And I always say, actually, I'm probably at my best when I'm training for something like that because it offers the mind, it creates, you know, um the imperative to like actually use your time deliberately and that goes for family time and and social time and all that too. And having a goal is just having a goal, having an ostentatious goal is a tremendously motivating thing beyond just the goal itself.
00:12:20
Speaker
That is your question. It does. Yeah. People see you as a sort of like Zen lawyer and and happy lawyer, I think, ah both within the broader GC community, but I probably also the folks who who you work with on a day-to-day basis. I think this does follow from what we've what we've been talking about. Was that an evolution? Was that was that something that you know you stepped out of law school and you beat testicular cancer for the first time and you passed the bar and everyone saw you as zen and happy? or or you know how How have you drawn on this variety of experiences and gotten feedback from others and and sort of reached that place over the years? so I think the true answer to that question, Tyler, is yes and no. but first of all all It's like you know the stuff that applies to everyone, how you're brought up and all those things. and I get a lot of my personality from my dad, and I think that was from Jump Street. He's he a happy guy, everybody like a friend, and that's just how ah we saw him approach his employees and and his coworkers. and you know
00:13:24
Speaker
the waiter at the restaurant, and whatever. um then There's that. um But in terms of the like the Zen thing, which cracks me up, um yes, that was a major evolution. And I've frequently said, so the first person who said that to me was my CEO at Sprinkler, Raji Thomas. He shortly into our time together introduced me to a group of people as Dan's the most Zen lawyer I've ever worked with. And shot I want to call my first CEO, Jonathan Bush from Athena Health,
00:13:55
Speaker
Tell him what you just said because Jonathan would not have recognized that. And I owe Jonathan um for that tremendously. I can remember as I think about what started that evolution, I got a lot of feedback when Jonathan did me the huge favor of making me a general counsel for the first time.
00:14:13
Speaker
Publicly traded company i had no business being general counsel of a publicly traded company i was running government government affairs for athena health at the time um we're seeing litigation but jonathan and i clicked and he took a bet on me and the feedback i got early on was i had i was too intense i was condescending.
00:14:32
Speaker
ah I was too sarcastic. um I remember sitting in a meeting with my CFO and a group of others and um at the end of it, she said, Dan, can you hold back um for a second? And ah everybody else left the room and she said, what is going on with you? You look like you were going to jump across this table and strangle that guy. And I said,
00:14:53
Speaker
i I literally didn't feel even like a heart rate increase during that meeting. And she said, it was frightening. I felt like I needed to call that conversation or you were going to hurt somebody. And that was just kind of mind blowing to me. um And then Jonathan gave me this tremendous gift. He said, Dan, I want you to practice the ancient art of equanimity.
00:15:16
Speaker
And that's been my watchword ever since when I start feeling myself get a little heated or whatever, I think, equanimity. yeah um And I think about all those life experiences and perspectives and, and you know, remind myself nobody's dying. And ah so, yeah, I like huge evolution. I find it is a tremendous compliment when people tell me things like, you're the calmest lawyer I've ever dealt with.
00:15:43
Speaker
You're the friendliest of all these things. and And this is important. I recently got um feedback in a 360 that suggests to me maybe I've taken that too far. and back That said, you know sometimes people worry that my lack of emotion around things that they believe are very important is signaling that I don't believe they're very important. and Interesting. that's also hugely helpful feedback. And by the way, it's um you know just another of ah big pile of evidence in my own career that seeking people's frank and honest feedback periodically is a huge gift and everyone should. But that gave me a lot to think about. I thought, OK, telling everybody all the time, nobody's dying, getting people as patronizing, condescending, dismissive. You've got to be careful. You've got to be mindful.
00:16:38
Speaker
I mean, there's two sort of interesting lessons about feedback in there, actually. One is being able to receive it and think, okay, I'm not going to be fired just because the CFO or the CEO is telling me they think I can improve in this way, shape or form.
00:16:55
Speaker
The other is, is when you're in that position as the CEO or the CFO being willing to pull, I mean, as the CEO, I suppose, right? Like every member of the exec team reports to you, but CFO, right? Like you got a peer on the exec team and being willing to be honest and candid with that person and tell them something, you're not going to make an enemy out of them, right? Not necessarily always easy. Yeah. Yeah.
00:17:19
Speaker
I don't know if there's a question in there. It's just more of an observation. I agree more. And frankly, um it's my belief that if you're an executive, or frankly, if you just have a manager, and your boss never gives you constructive feedback, you ought to be a lot more worried than if he or she gives you a lot of it. Because a lot of it, that means that person is invested in helping you identify your gaps and improve.
00:17:49
Speaker
um right yeah You're great. You're great. You're great. Maybe you are. Maybe it's the case that you just you know you've got no opportunities for improvement, but that would make you a singularly unique human being. How do you keep that sort of positive attitude and I guess another follow-on question there is, do you think that's important internally? right Do you think that legal or the general counsel or and you've run HR before, do you think that you know you as the GC play an important role in setting, we'll call it sort of the tone for the business and how people interact with each other?
00:18:25
Speaker
So the answer to your question is yes. And um I'm always very mindful of just the truth that my approach is my approach and it works for me and it's worked for the companies where um I've had the privilege to be general counsel.
00:18:40
Speaker
And other companies have different cultures. Other executive teams and CEOs have different approaches. Some companies very much want the GC to be the hard ass in the room. Very much GC showing up with you know the pocket square and the pinstripe suit um and the ah the serious demeanor. um That's what their business needs. That's what their culture demands. Cool. Great. I will never be that person for anyone. I mean, frankly,
00:19:10
Speaker
I think probably relatively few companies really want what I bring, but when I find one, it's a wonderful fit. um And I'll i'll tell a quick story on that. The way I got to Sprinkler was after leaving Athena Health, I had the the real gift of um being able, because of the package I got from Athena, to spend a summer just traveling with my family. And that was wonderful. I wasn't being particularly deliberate about my search.
00:19:40
Speaker
And I got a message that the CHRO at Sprinkler liked to talk to me. And I looked at this company and I thought, oh, marketing technology, that's not anything I'm interested in. New York City-based, I'm the Boston boy. ah That's not interesting. But you know if somebody wants to talk to me, that's a gift. And I'll certainly talk to this person. And this woman named Diane Adams, who is um a force of nature and became one of my best friends in the world,
00:20:08
Speaker
She appeared on the screen and I was wearing a dumb novelty t-shirt because I couldn't even be bothered to change clothes. So unseriously, was I taking it? And she came out. Thank you for wearing a nice polo shirt for this episode now. This is a struggle for me actually, Tyler. I'll tell you why if you want to know. But Diane came on screen and the first thing she said was, you're wearing a funny t-shirt. I think we found our guy.
00:20:38
Speaker
I laughed and oh, a little bit about that. And she said, um well, excuse my French, but we've been looking for a year and a half for a ah GC who isn't a tight ass. And you've already communicated to me that that's you. And I just like that interaction threw a switch for me. I said, yeah, I engaged with the conversation and never really looked back and had a wonderful three and a half year run.
00:21:05
Speaker
with Sprinkler and we we went public. And um i've got to I've got to take issue with the way you described that. You said I led the IPO and I want to be super clear. He doesn't need an IPO. um And any GC who said they led an IPO is is being self-aggrandizing. Fair enough. I managed the legal side of the IPO and it was a wonderful experience. The GC certainly can be a part of that. um Some CEOs don't want legal anywhere near their culture.
00:21:33
Speaker
um I've had the tremendous privilege of being in three companies where I have an opportunity to play a cultural leadership role, even to the point where um I've got a small file of my favorite professional compliments I've ever gotten. um And right up there at the top is Jonathan Bush at Athena saying to me, um I cannot believe I want my lawyer to take over my culture functions but run HR and professional development and recruitment and um That was awesome. That was an incredible experience um And an incredible compliment, but that's a choice that's you know I have always been at companies where my inclinations fit the desire and that is we want our
00:22:20
Speaker
For lack of a better term control functions to be approachable and and friendly um and um not soft, not, you know, not not doing a double negative.
00:22:35
Speaker
still doing all of the things that those functions exist to do, but doing them in ways um where people feel like you're you know partnering with them and looking out for their best interests and not the you know the lawyer walks in the room and everybody clams up because you know here's the lawyer.
00:22:52
Speaker
Right. Also, just building on that thought, the business that wants the GC in the pinstripe suit with the pocket square and who's very serious and potentially aggressive, that's a reflection also of the CEO probably and the way that they run the business. Different personalities attract different personalities. That's a good thing. Talk to me a little bit about, because I want to talk through, I don't know if we're going to call this crisis management, but I want to talk through some of the CEO transitions that you've helped manage. How do you keep that demeanor in times of crisis before I ask you about some specific situations? The only answer to your question is deliberately.
00:23:39
Speaker
something that you have to work on and be conscious of and i think one of the things that lawyers in general and gcs specifically need to always keep in mind is there's a certain authority invested in the credential that is not necessarily um present for all members of the executive team. We'll instinctively look to the lawyer in certain situations as a gauge of how worried should we be about this thing? How serious is this? Is this a big deal? Is this manageable? um And even if you don't have any better insight into the answers to that question than anyone else around the proverbial table,
00:24:22
Speaker
people are going to look to you and take their cues from you. And so that is even when you feel internally that inclination to like jump to conclusions, rush to worst case scenarios, you have a responsibility not to do that. And one of the kind of tricks I use, tricks, tools I use for myself and also I impose it on others is asking the question,
00:24:52
Speaker
What do we actually know to be true? And what are we assuming? And then how do we test the assumptions? What conclusions do we draw from what we know to be true? It's almost always the case in a crisis, especially early on, that the things you know to be true, know to be true. Not a silver true, know to be true. Very small set of things. People tend to pile assumptions into that first category. Know this to be true. So I assume this is this is true. And I'm going to just act on them as though they're you know they have equal weight
00:25:26
Speaker
I've done this before, which you are saying is resonating. i mean every Everyone does it. This is where the the kind of inherent authority of the GC can be very helpful because you can say to a CEO who wants to react.
00:25:42
Speaker
The CEOs always want to react. No one wants to be caught flat-footed. Nobody wants to be criticized by their board a week into a crisis for not taking immediate and deliberate action. So the action impulse is always present. So the danger at the front end of a crisis of doing things that make it worse is very, very high. And I've found that tool. What do we know to be true?
00:26:06
Speaker
very useful. And then the second part of it is how do we increase that pile of things as quickly as possible so that when we get to a point where we have to make a decision where there's a binary, we have to do this or we have to do that. We have to ignore this. We have to address it left, right. You want that pile of known things, true things to be as big as possible when you're making that decision. And it does tend to scratch the CEO's itch at the outset to say, here are the things we are doing to learn as much as possible, because that is action. That's not not being passive.
00:26:42
Speaker
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00:27:46
Speaker
You're at Athena, you've had a great run. You have a great relationship with the CEO, Jonathan Bush, and a hedge fund called... We can describe him as a hedge fund, I suppose. An activist investor called Elliott Management comes in and ah the business is public and they buy up a bunch of shares and um they have different designs for the business.
00:28:09
Speaker
Why don't you tell us what happened in in your own words and what you can say also, and then I've got a couple questions for you about sort of how you managed the the situation. Yeah. Well, in the event anybody's listening to this comes out of it wanting to know more about um the Elliott engagement with Athena Health.
00:28:28
Speaker
There's a long-form New Yorker article about in this this period of Athena's history, um about the head of Elliott Management, a guy named Paul Singer, and the title of that article is Paul Singer Doomsday Investor, which gives you a flavor i um Kind of the initial proposition when Elliot got in our stock. Athena Health is a health information technology company, so in healthcare. care And Jonathan Bush always used to say in talking about health information and information flow, in healthcare care that anything you Google, I've got this spot on my arm, you Google it, what does it mean? And Google will tell you you're going to die.
00:29:10
Speaker
um When you Google Elliott management, what you hear is, oh, you're really screwed. They will get what they want from you. It's only a matter of time. ah Their tactics will get gradually more aggressive. sort given in So you might as well just give in. And so that was kind of the basic proposition when we found out Elliott was in our stock.
00:29:35
Speaker
The way you find out is you get a phone call from somebody at Elliott Management, in this case, Jesse Cohen, who's pretty notorious, very affable guy, um really friendly. I could actually see myself being friends with him, and we had good and interactions, but also just a stone cold killer. And he he says, you know, hi, i'm I'm Jesse. I'm calling for one of your new investors, and um we've we've got a whatever percent stake in your stock, and we've got some ideas we'd like to meet with your board.
00:30:04
Speaker
And that kicked off an 18 month long saga that I always hesitate to say this because I assume people are going to think I'm full of it, but I'm not. And I mean it twice. And that was the hardest 18 months of my life. Wow. Things are not even close in terms of the stress they caused, the emotion they caused. That is just a true statement.
00:30:26
Speaker
It's also true that I wouldn't trade that 18 months of my professional life and development of for anything. I learned more in that 18 months than I have in any comparable period of time in my life. I also wouldn't go through it again willingly, if I can help it.
00:30:41
Speaker
Sure. But in terms of the crisis management stuff, that is a really unique situation because in a public company in particular, most of it is secret. And even the fact of Elliott being in our stock um for a period of time was highly confidential.
00:31:01
Speaker
And so here the CEO, the board, the GC is dealing with kind of existential stuff and nobody else knows. And um it is all encompassing, but you've got to keep doing your job as though nothing's happening.
00:31:17
Speaker
And right you know the CEO's still got to do the interviews and the town halls and you know all the ordinary course stuff. And you have to do it in a way that others around you don't pick up. Something really serious is happening. And so at one of the anecdotes I know I've told you this before, Tyler, I thought I was doing a great job at that. you know I was really proud of myself. and ah And my chief of staff came into my office a couple weeks into this and said, you have got to stop running around. You're stressing everybody out. What do you mean? And Athena at the time existed on a beautiful kind of bucolic campus. And so we had a whole bunch of buildings spread out across this area in Watertown, Massachusetts.
00:32:01
Speaker
And um I was so crazy busy that I was literally running from meeting to meeting and addressing people out. So I was, i mean in my mind, I was, hey, good morning. How are you doing? are The kids, blah, blah, blah. And I thought I looked, you know, normal and manic person running from meeting to meeting like smiling like lunatic.
00:32:23
Speaker
um Good lesson. It's not just the top level body language and and all that. People see when you behave differently. So the reason I said it stressed me out to wear this shirt, I had a little crisis. If I show up a Zoom at work in this show, people immediately, are you interviewing? What's going on?
00:32:48
Speaker
people notice things. It's a draw conclusions. That's interesting. How did you help facilitate or transition Jonathan Bush, the CEO out of the business? um Because that I'm sure was maybe, if not the most difficult part of the process or dealings with Elliott, certainly one of, I would guess the top three. Yeah. yeah um So the the the New York article,
00:33:16
Speaker
ah New Yorker article ah is really, that's what it's about. It's about the whole cycle of that process. and And I would say, so that was by far the hardest part of it. um I owe Jonathan Bush not everything in my career, but ah more than anyone else. I owe Jonathan the bet he took on me. um He was and is a friend and I love him. And um That was Elliot got in the stock with the basic theory that this founder CEO has taken this company as far as he can and we need the company needs operational leadership. and
00:33:56
Speaker
executive chair and all those things. And it was an 18 month long period to get there and the tactics that Elliot deployed straight out of a movie, like anything you can think of, nothing beyond, um nothing beyond parody or caricature, um just brutal stuff. And ultimately the correct business decision that the board and Jonathan came to was ah in order for the company to move forward, Jonathan needed to step aside.
00:34:24
Speaker
And I would say I did not manage that process. I did play a role um in managing and mediating the very complex intersection of corporate governance, human relationships, and human emotion.
00:34:42
Speaker
And that was very, very difficult. Another kind of thing I have in my head in terms of pivotal career moments was a a walk I took with the then lead outside director of the board. um He asked me to go for a walk on the campus at Athena. And he said, the board and I have talked and we think we should bring in um outside independent counsel to advise the board um on this situation. And okay, can I ask a few questions? And he said, of course. And I said, do you have concerns about my ability to advise the board in this situation? And he said, no, it has nothing to do with your ability. um we are we We don't think it puts you in a fair situation between the board and Jonathan.
00:35:28
Speaker
you're very close with Jonathan, and we don't feel that ah you'll be able to effectively um balance those things. And I said, well, do me a favor. And if your concern is you need more expert advice, or your concern is my capacity to give you the substantive guidance, then absolutely, it's your prerogative to retain outside counsel. That's a very ordinary thing.
00:35:54
Speaker
If you're doing it to protect me from a hard situation, then please don't do that. um I view it as my job. I think as soon as you bring in outside counsel, things will escalate. Outside counsel, one of the profound differences between inside counsel and outside counsel is outside counsel will always give the worst case scenario advice, always.
00:36:18
Speaker
There's every possible eventuality. And so there is a natural and inevitable escalating effect to bringing outside counsel into a crisis situation. And that dynamic was already so fraught. Founder CEO, high intensity, high charisma, cult of personality within the company, bored, full of people with very close interpersonal relationships both between and among themselves and with the CEO and this apex predator investor a but um that you know the notion of introducing another accelerant to that dynamic was very fun for me. And the board went off in disgust and had me come say basically the same thing to the board that I'd said to Brandon. And they ultimately decided not to do that.
00:37:06
Speaker
And I think that was to the company's benefit. Actually, i I believe strongly that was to the company's benefit. And me up for that 18 month period that was hand to God, the hardest thing I've ever dealt with in my life. So, you know, trade offs.
00:37:21
Speaker
Let's just be clear about something. ah You've also done a lot of amazing work and had a lot of good times at the companies that you've been at. ah ah Athena, Sprinkler, and and now Guild. But you know drawing on or or building on the same sort of theme, different scenario, um but you end up at Guild and and you're working there. And unfortunately, or you know sort of tragically, um the the founder CEO has a stroke.
00:37:51
Speaker
and it ultimately has to sort of make a decision to to step back from the founder CEO role and and become the chairman of the business or or transition to full-time being the chairman of the business. um Am I missing anything and in that sort of setup or maybe you know tell tell us the story of what happened there from from your perspective? And then I guess I want to i want to hear you know sort of your your lessons, right? You've been through this once, now you're going through it again.
00:38:21
Speaker
in a different situation. yeah you know yeah tell Tell us about what happened. Yeah. um so First of all, um Rachel Romer, the ah founder um and former CEO of Guild is the most courageous person I've ever known in my life and the way she is dealing with um the ah challenge of having had a very serious stroke at age 34 while sitting on top of the world, while single mom to two young children, two young daughters, um just mind blowing the way she's come back from a very, very significant health setback.
00:39:01
Speaker
In a way, she's engaged both with the business and with her recovery and her children. um It's mind-blowing. Again, it's another one of those perspective things. um you know We all have challenges and some people's challenges are much more significant than what you know we allow ourselves to get stressed out about.
00:39:24
Speaker
a given day. It's always a challenging thing to transition a founder-CEO in a successful company. It tends to be um in many ways culturally synonymous with the company. yeah People both you know equate both publicly and internally the company with the founder-CEO um and so it feels existential um when that person is no longer there. um view Sidebar. it's also um Both my experiences have been good evidence for the proposition that no one is irreplaceable.
00:40:04
Speaker
yeah And we should all remind ourselves of that when we start feeling like we're the center of the universe. and
00:40:13
Speaker
But in both situations, the human considerations were much more significant and important than the company considerations, I would argue. here um And that's an important thing, I think, for any GC managing a similar situation to bear in mind.
00:40:30
Speaker
That is, I think, true in its own right and it is absolutely true for the protagonist in the situation who is the founder CEO. um It is very easy. The press release at the end of the process always says the same thing. courageno nine and it's very It's not fake because everything's true.
00:40:53
Speaker
um But it is not even a Cliff Notes version, and it doesn't have anything to do with the human proposition of individual founder-CEO stepping away from something that he or she built from the ground up with blood, sweat, tears, and often you know personal investment, both financial and emotional and family and all those things. Anybody who um underplays the importance of that for the individual
00:41:29
Speaker
ah is missing the story. um And anyone who pretends like, oh, that's just a consideration that you can just you jump over, get by, do the right thing for the business, you know all those things. not yeah um You have to balance those things and get to a point which we did in both situations where um the founder CEO is making a decision that he and she knew as heart-wrenching as it was, ah was best for them individually and best for the business, best for the employees, best for the investors, best for the end users. um But that is that is a hard puzzle to put together. ah yeah It has the blocking and tackling of the governance stuff, what's the right process,
00:42:16
Speaker
Which documents do we have to amend, in which way, at what time, and all those things? They're important. And if you let yourself get unnecessarily pedantic, ah if you let yourself um elevate those things over the human considerations, um you're doing a bad job and you're going to hurt your credibility and you're going to get marginalized. You have to work those things into the overall tapestry of what's going on. And they're really very small number of threads within that overall tapestry.
00:42:53
Speaker
Are there things, maybe my my last sort of question on this topic, are there other there things that you did differently at Guild? with the benefit of having experienced not an entirely analogous situation, but a somewhat similar problem set at Athena. Yeah. um Well, I think ah it comes back to perspective. They're very different different situations, but very similar in core and important ways. It was an external factor that kind of forced.
00:43:27
Speaker
It was also true in both companies that um there was a need for more focused operational leadership. um that you know In the case of Athena, that was a core part of Elliot's kind of proposition, which, by the way, I should have said at the beginning,
00:43:45
Speaker
Elliot is a big bad bear, but they're very smart and they come with data and insight that you know it's like like they're showing you a mirror that can see inside you and it's wild. I've looked at the mirror a thousand times and never seen what they're seeing. um so and I think by the way that whatever the guy's name is, the description of of him is a stone called killer. He would probably take that as a compliment.
00:44:11
Speaker
Yeah. Yeah. I mean, you probably think it was understated. um but ah in And in the case of Guild, um you know there are huge benefits to um visionary founder leadership.
00:44:25
Speaker
And at a certain point in a company's life cycle, there is a need for a perspective at or near the top that is less about passion and vision and more about nuts and bolts. And we were very, very fortunate to have um within our executive team, a woman named Bijal Shah, who over the course of her time at Guild had performed a number of executive roles. um At the time of Rachel Stroke, she was at the tail end of her maternity leave.
00:44:53
Speaker
And um Rachel tells the story and her family tells the same story of, you know, Rachel, when she woke up, the first thing she said was somebody called Bijl. And now Bijl is our CEO and she is fantastic. um We are extremely fortunate to have been able to navigate that handoff within you know a situation that could have caused chaos. It didn't in large part because Bijl knew the business so well and was able to step in. um and The board had a tremendous amount of confidence in her, um went through all the correct steps um to make that transition official over time. but um
00:45:31
Speaker
and we were We were very, very lucky. Athena was more rocky. it was There wasn't someone who was you know obvious and available, and Athena at the board ended up bringing in an outside CEO, a guy named Bob Seagert, who's very operational. He was a PE guy and CEO, and they've been very successful in the years since, um but a very different form of leadership, very different form of transition.
00:45:55
Speaker
This has been such an interesting conversation and I really appreciate your willingness to to tell these stories and and talk about them and in ah in a candid way. Before we wrap up, I've got a couple of sort of fun, I think they're fun, traditional closing questions that I like to ask guests.
00:46:14
Speaker
The first is if you've got a book that you've read recently, or it's been instrumental in your career that you want to recommend to our our audience. Yeah, I usually fumble around when people ask me that question. And and because I've got a very pretty tense answer to the question. um InfoSec reports to me at Guild and and did as well at Sprinkler. um And my my head of InfoSec asked me to read a book called The Phoenix Project.
00:46:44
Speaker
which is it's a novel, ah but it's also um the genesis of what in the tech community is called the DevOps revolution. It's a way of doing product development within a technology company, a framework and a set of methodologies that is now tremendously widespread. And it has this genesis in this um novel called The Phoenix Project about an automart automotive parts manufacture manufacturer and how they transition from legacy IT to a new way of doing things that, bla blah, blah, blah, revolution or revolution in business. And that sounds so uninteresting. And when she laid that out for me, I was like, uh-huh, yeah, i'll I'll definitely put it on the list.
00:47:33
Speaker
And, uh, and then I was, I was riding my bike and listening to a podcast and, uh, my, my data stream got, um, FTSE or something went wrong with Apple podcasts or something. And it stopped working and I stopped and I was aggravated. And I just, I looked in audible, um, audio books and I looked up the Phoenix project and I was like, I, I should give this at least a few minutes and I'll, I'll listen to it on, you know, two times speed and whatever this thing. And, um,
00:48:03
Speaker
And then four days later, I finished it having listened to it at every opportunity. um It's funny. I mean, it's like it's not a particularly like the characters are very cardboard. There's their corporate stereotype, tight ass chief compliance officer who gets in the way of everything and then has an evolution and you've got the demanding CEO who just doesn't understand what the IT t folks do and it's cardboard. But for anyone who's worked in the bowels of a tech company, there are so many things that resonate. And I just kept having moments of, Oh, I didn't understand that. Or minor things like, Oh, that's what that acronym means. Or, you know, that's what that terminology that's, you know, when people
00:48:47
Speaker
Yeah, all the time, and I just let it flex right through my head. And so I've now, for the first time in my career, committed the sin of saying to my whole team, I'm going to require you to read this book, and we're gonna have next month. um It drives me crazy when like people do that, like, I love this book, and now you must read it. I'm requiring it that's good And I'm doing it because it gave me insight into tremendous insight into how a very crucial portion of our business and frankly any modern business work that if you haven't been inside of it, you don't understand it. And understanding it will help me be a better GC for my business and will help my team give better advice, be better collaborators,
00:49:36
Speaker
being more proactive. I've got a high degree of confidence around the notion that ah people will, if not thank me, at least the people that wasn't worth their time. yeah So yeah, long long answer to a short question, Tyler.
00:49:50
Speaker
it's almost ah It almost sounds like a language guide ah or or a mental map for how folks on the technical side are thinking about what they do. yeah and The brilliance of it is there's just enough true narrative drama to keep you engaged if you're not in that world. Interesting. Another one to add to the list.
00:50:12
Speaker
yeah Uh, my last question for you, Dan, something that I like to ask all of our, all of our guests, um, that's, you know, if you could look back on your days as a young lawyer, maybe a good one, something that you wish you knew back then that, you know, now. Yeah. Um, I get a lot of answers to that question and I'll just pick one. And again, it's present tense bias, um, conversation I had recently with my team. Maybe this is self-evident, Tyler, but.
00:50:41
Speaker
The things you learn in law school and the things you learn are important to being a good lawyer at a law firm, you have to in many ways unlearn to be an effective inside lawyer. um So just a couple of examples, citations, footnotes, memoranda.
00:51:02
Speaker
Take the case and then unpack the analysis and then write your conclusion. Kill yourself inside counsel role. I mean, kill your professional reputation. yeah um I remember very shortly after leaving Athena talking to one of my colleagues on the executive team and he there and he said, um and Dan, I never read a single email you wrote.
00:51:30
Speaker
What? ah Are you kidding? And he said, no, I would get them and I would do a flick and like let it scroll and see how long it was. And it would be way too long. And I would put in the file to read later. and never I wish you had told me that, at the time, tremendously great input. like right And I use that with my team all the time. They send me things and I say, who do you expect to read this? Who is your audience? Because there is no one within our four virtual walls who is going to take the time to read this thing.
00:52:05
Speaker
go into our repository of guild e-debris and be forever forgotten. How many hours did you spend writing it? What was the objective? and Almost always, it was answer a question. and How long is the answer to that question? A sentence? A paragraph maybe? Certainly not 10 pages.
00:52:30
Speaker
yep And then the other element of that that I always think of is, we talked about a little bit earlier, the ah worst-case scenario advice. hey Well, you should be aware that this highly attenuated, extraordinarily in infinitesimally and well-being could, in a certain sense, set of very unlikely circumstances happen.
00:52:53
Speaker
And all people here from that, when it's delivered by the lawyer, is, oh shit, this thing could happen. So we have to do everything possible to... My favorite example of that was... um and My favorite recent example of that was when the Silicon Valley bank collapse happened.
00:53:09
Speaker
Sure. um Early on, you know it was over a weekend and law firms all spun up online panel discussions and generated white papers and everything else. And somebody said early on, you know corporate officers and directors could face criminal liability for failure to meet payroll.
00:53:27
Speaker
Boom. Boom. It was everywhere. It was headlines. it was you know Every board of directors was calling their lawyers saying, I could be criminal liable. How do we? Garbage. There was no scenario. Any enforcement bar was going to hold someone criminally liable because their bank failed and they couldn't get their money. right No chance. Zero, less than zero. But everybody who was losing their minds because somebody at a law firm found that there was a path to get there and said it out loud and everybody lost their minds.
00:53:58
Speaker
That happens. yeah Absolutely. If you liked this, or you want to learn more, I guess, about the SVB crisis and and what some companies did, I will plug later in the season, I'm going to be talking to the General Counsel of Ripling, Vanessa Wu, who's fantastic, who managed to close a huge financing round.
00:54:22
Speaker
over the course of a weekend in the middle of the SVB crisis, so that way Rippling could backstop all of their clients payrolls. um But Dan's exactly right. and You need to meet your payroll because it's the right thing to do for your employees. And if you don't pay your employees, ah they're going to lose faith in you and we'll go and find another job.
00:54:44
Speaker
Yes. But probably not because there's going to be an enterprising prosecutor who comes after you. Not about you. Yeah. This has been a fantastic conversation, Dan. I've been wanting to do this for a while. Thank you so much for for coming on and and joining me for this episode of The Abstract. Thank you, Tyler. It was great. And to to all of our listeners, thanks so much for tuning in, and we hope to see you next time.