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Navigating IPOs and Acquisitions: GC Gary Spiegel Takes Us Behind the Scenes
114 Plays1 year ago
Enabling a successful IPO is an important milestone in a GC’s career. For Gary Spiegel, it was a passion he’d pursued ever since he transitioned from the regulatory world into Silicon Valley.
Join us as Gary takes us behind the scenes into his experience:
-navigating two acquisitions in two years, from MySQL to Sun Microsystems to Oracle,
-fulfilling his dream of becoming an IPO GC at Anaplan,
-helping them again go private in a blockbuster acquisition by Thoma Bravo.
Along the way, we’ll also discuss what goes into building large legal teams and setting them up for success, finding growth opportunities within legal as well as other functional areas, and more.
This is an episode you don’t want to miss.
Read detailed summary: https://www.spotdraft.com/podcast/episode-8
Topics:
Introduction: 00:00
Gary’s start with regulatory law and shift to the business side: 01:32
The journey from MySQL to Sun Microsystems to Oracle through multiple acquisitions: 06:58
Supporting a company as its first GC and taking over the legal function from the CFO: 15:54
The right time to join a company as the first legal hire or GC: 22:22
Behind the scenes to Anaplan's successful IPO: 27:18
Thoma Bravo's acquisition of Anaplan and Legal’s role in ensuring success: 33:54
Building a team of 20+ people and setting them up for success: 37:16
Communicating the value of legal within the business: 43:00
Leveraging legal expertise as a springboard into other roles: 49:18
Strategies for managing stakeholder relationships and balancing legal support: 52:00
The future of in-house legal roles: 56:56
Connect with us:
Gary Spiegel - https://www.linkedin.com/in/gspieg/
Tyler Finn - https://www.linkedin.com/in/tylerhfinn
SpotDraft - https://www.linkedin.com/company/spotdraft
SpotDraft is a leading CLM platform that solves your end-to-end contract management issues. Visit https://www.spotdraft.com to learn more.
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Transcript
Introduction to The Abstract Podcast
00:00:05
Speaker
Welcome back to The Abstract Podcast, where we interview some of the biggest voices in legal today to uncover how they've grown in their careers, handled challenges, and become leaders within the industry.
Career Highlights: IPO and Acquisition at AnaPlan
00:00:17
Speaker
I'm Tyler Finn, Head of Community and Growth at Spotdraft, and today we have Gary Spiegel with us.
00:00:24
Speaker
Gary was most recently the SVP and General Counsel at Anna Plan where he started as their first in-house counsel and over the course of nine years scaled up the legal function to build an international legal team that had over 20 members.
00:00:41
Speaker
He supported the company through its successful 2018 IPO, which we'll talk about today. Then in 2022, worked with Toma Bravo to take them private in what was and still is a pretty blockbuster transaction for the enterprise SaaS market. Gary, thanks so much for joining us today. Thank you, Tyler. This is just a fantastic program that you've put together here and I'm happy to be part of it.
Early Career Insights at the Federal Reserve
00:01:10
Speaker
Awesome. Well, before we jump into the IPO and your time at AnaPlan, which we will spend quite a bit of time on, I wanted you to take us through the early days of your career. You had a pretty interesting start at the Federal Reserve before going in-house at Adobe. Tell us a little bit about the early days and what that transition to in-house life was like.
00:01:36
Speaker
Yeah, absolutely. I would say my early legal goals were not necessarily what you would call the traditional legal goals. So when I went to law school, I did not have any inclination to be the trial attorney or the advocate standing on the steps of the Supreme Court or the Capitol building. I mean, that was interesting, sure. But I always enjoyed the business side of things. So even going into law school,
00:02:06
Speaker
After you get past your first year, you take all the con law, the crim law, all those basics, the evidence, that was all interesting. But once I got into the business law things, I took corporations, class, bankruptcy, all those things, that really stuck with me. Using law to help business not just be effective and advocate for your business clients, but to do it in a responsible way.
Responsibilities at the Federal Reserve Bank
00:02:34
Speaker
The ethical component is always there.
00:02:36
Speaker
that was always something that interested me. And so my actual first job out of law school, I never worked for a law firm. I worked at the Federal Reserve Bank and that was a great opportunity. They had an internship in my third year of school and I did that and they asked me to stay on through the summer and then they actually offered me a job. So that was my introduction and it was great because
00:03:02
Speaker
That was a very rigorous and unique experience. They're very regulatory driven, but it's also a business. I don't know how much people know about the Reserve Bank, but it's part government, part private. On the one hand,
00:03:19
Speaker
First half of the day, I could be looking at a bunch of bank merger deals and making sure it complies with the regulatory requirements. Then in the afternoon, I'm looking at a contract to check the safety of our parking garage in the building. That's how diverse it was. But all the time, there were just great attorneys there who were mentors. And then you had the broader reserve system, which is really unique.
00:03:43
Speaker
because each Reserve Bank had its own specialty.
Transition to Silicon Valley and Role at Adobe
00:03:47
Speaker
So I got to travel around the country to different Reserve Banks and even the Board of Governors and work on special projects or learn about how to handle a certain issue like internal investigations or contract reviews. So it was really great training for a young attorney like me that wanted to understand how businesses operate.
00:04:06
Speaker
Uh, you know that that was a good start But I knew the regulatory side of it wasn't quite for me because it was a little bit Slow and it was very precedent oriented very meticulous um in a way that you know, you would imagine a regulatory environment would be and I actually uh said I just kind of said one day I got to go to silicon valley because this was you know the time when things were really happening This was the late 90s
00:04:32
Speaker
And it was a good time to be in Silicon Valley. I mean, who wouldn't want to be part of one of these startups with all the ping pong tables and parties at work and all that, you know? And actually, this was really interesting thing for me was I actually, the way I got I took the California bar just because I knew I wanted to move and to the Bay Area.
00:04:57
Speaker
and I actually just kind of sent out a bunch of cold letters to different tech companies and I didn't have any real connections and my ultimate manager at Adobe
00:05:10
Speaker
she just liked my letter and wanted to talk to me more. And I was really thankful because at that point, I had been rejected by multiple companies, I was going to move to California no matter what. So whether I had income or not.
Acquisitions and Growth at MySQL and Oracle
00:05:26
Speaker
So I was really thankful that somebody saw something in me. And that's actually something I've held on to my my whole career is that
00:05:35
Speaker
I feel like I've been lucky at different points where different junctures where people were willing to take a chance on me without knowing my skills necessarily. And that's just something that I'm always thankful for is that it's more than just your experience, your technical skills. Ultimately, we're all people and we want to work with people who have some sort of a passion at what they're doing and are willing to learn and willing to grow.
00:06:03
Speaker
That's how I got involved in Adobe and the tech world. That's the platform. I'm sure that your experience working on everything from the parking lot lease all the way up to multi-billion dollar transactions between banks was probably pretty attractive to tech companies who wanted folks to really get in, who were willing to get their hands dirty and take it all on. Yeah.
00:06:26
Speaker
Prepared you for startup lights. Yeah, no, it's always the nutshell way of explaining is, you know, the regulatory world is slow and meticulous and precedent based. But I mean, Silicon Valley is the exact opposite. I mean, it's everything's fast, precedent doesn't matter. You got to do what's right for the situation because you don't have enough time to do anything else. That's that's the goal is to keep things moving forward.
00:06:53
Speaker
After Adobe, where you spent about eight years or so, you went to MySQL and you got some exposure there to pre-IPO readiness, I understand. And then I think it sort of became a little bit of a theme. You went through a transaction. Sun Microsystems acquired them. And then after that, you joined Oracle when they acquired Sun.
00:07:20
Speaker
I guess I'm really just curious for you, telling our audience a little bit about what that was like going through and continuing to thrive within a business through not one, but two different acquisitions, thinking about acquisitions versus IPO. How did that prepare you for both transitions and transactions in your career? Yeah, I have to say that was a very
00:07:49
Speaker
unique and challenging time in my career. I've never experienced anything quite like it before or since. And, you know, so first of all, I think it helps to understand Adobe was a very successful company. I mean, now everyone knows their success, but then they were growing like gangbusters. They weren't involved in all of the media metrics and marketing metrics type of stuff that they do now. But they were successful at the consumer and enterprise products.
00:08:17
Speaker
And so just even the idea of leaving that job was a big deal. And I spent a lot of time. My wife and I talked about it. We had young kids. Do I really want to do that kind of career pivot? Because moving to a company like MySQL that was much smaller and they were just in a different space, that was a very tough decision. It didn't have the clear upward growth path that a stable company like Adobe can provide. But it was worth
00:08:46
Speaker
In hindsight, I think we just decided it was worth the pivot because having some passion for what you do counts for a lot. And I just wanted to try something different. So my SQL provided that in a couple of ways. I mean, number one,
00:09:02
Speaker
There was that IPO potential. And for me, going back to my kind of business-oriented legal framework, that was the ultimate way of understanding a business. I mean, part of the IPO is just picking it apart and seeing how it all fits together and how you market it to people.
Building the Legal Team at AnaPlan
00:09:19
Speaker
So that was really a great potential experience. And the other part was there was this burgeoning world of the open source software.
00:09:28
Speaker
And you know that how to make that a business that was also interesting and so my SQL is on the forefront of that so that was kind of a cutting edge thing.
00:09:39
Speaker
And those two together were very enticing. By the time I got there, they were pretty well along in the IPO planning. So I didn't have a lot of impact on that side of it. My impact was mainly, hey, let's keep the revenue coming in so the investors want to participate. But it was great because that was the first experience I had where I was working with the principals, the C-level people. I mean, I'd be on the phone with the CRO.
00:10:05
Speaker
with a big client, you know, just trying to make sure we get them over the finish line. So I was part of the sales team at that point, you know, not just a lawyer, and that felt really good. And the other thing about MySQL that really stuck with me was, Martin Mikos was our CEO. And he's just, I think he had a great approach to
00:10:29
Speaker
a team like MySQL. I mean, we had three or 400 people when we were bought by Sun and but his approach was always we're in this together. We're family. I mean, literally he treated us all like family. And we were scattered around the world. It was a remote first org. And so that his whole approach was invest in whatever you can to keep people connected. And that stuck with me. You know, doesn't matter where you are in the world. You know, now it seems kind of commonplace. You got to
00:10:58
Speaker
solve for remote work possibilities. But it wasn't that common back then. And so building that and then he also had this concept of everybody can participate in the discussion. But once we make a decision, you got to fall in line. You can present all you want before that. But as a company, we got to be in this together.
00:11:21
Speaker
So once we go forward, we're all in it together. And that was great. That's something I've used as kind of a leadership principle. I want all the voices, but we got to act as one once we move forward.
00:11:34
Speaker
That was kind of the framework. And then when Sun came and bought us, that took away the IPO. That added a lot of uncertainty to my own career trajectory. So at that juncture, I wasn't sure I made the right decision jumping from a stable company like Adobe. But then when Oracle bought us, that was a whole other thing because the economy, that was the 2008 economic
00:12:02
Speaker
upheaval. I think Sun, they lost a quarter of their customers overnight because of the financial difficulties. That was a very challenging time that Oracle had all these regulatory issues. We were joking. There was such a long waiting period for the clearance process on the regulatory side that we would joke on the MySQL team like,
00:12:27
Speaker
you know, we've made t shirts, two acquisitions, two years, billion dollar company, you know, at that point, you could only laugh. You would never plot that out for your career. But I have to say, you know, that was a formative experience for me, because one of my managers at Sun, he was very
00:12:51
Speaker
calm, level-headed guy all the time. I mean, anything could happen and he was just calm and level-headed. And he just said, hey, this is Silicon Valley. These things happen. You may not be prepared for it, but you have to know it's going to happen. And
00:13:08
Speaker
It's just the way it works. So it's no big deal. You know, it's just another day in Silicon Valley. And that's another one that I always try and explain to people, particularly when we get into these large M&A things like the, or even an IPO or a Toma Bravo type of acquisition.
00:13:23
Speaker
You know those things. Yeah, it seems like a big deal and it is you got to do all the work behind it. But the fact is, that's how Silicon Valley works. That's how and as lawyers, we have a great opportunity to be part of these formative events in a company's history. And that was really impactful because once you take the emotion out of it,
00:13:44
Speaker
to the degree you can these things are just very intellectually satisfying very you know they're very professionally satisfying events they're just things you can really learn from in some ways i mean
00:13:57
Speaker
Now that, now that we're sort of like seeing your career as a whole, it almost traced some of the booms and busts of, of Silicon Valley and, uh, and, you know, many of those sort of largest companies, um, over the past 20 years or so, 25 years. Yeah. Yeah. I think, you know, Oracle was, uh, probably the biggest company I've ever worked for. Maybe the biggest company I ever do work for the big one and, um,
00:14:25
Speaker
you know, I have to say that wasn't, you know, I never sought out working for Oracle, but I got to say, you know, I and also they were a direct competitor with MySQL being in the database world. So I always had kind of like, keep them at arm's length type of attitude. But having said that, you know,
00:14:43
Speaker
They do what they do very well and being there for the brief period of time year year and a half that i was there i still felt like i learned a lot they know how to execute on business strategy. Are they allowed a lot of independence they are you know and then also even learning from a company like sun.
00:15:03
Speaker
they Sun had one of the best cultural environments, I think of any company in the history of Silicon Valley, they just, they really allowed people to be creative and do their work and they trusted and empowered people. And they did it in a very responsible and ethical way, you know, like they really embedded that in our culture. So I think those two things together really kind of fed into that
00:15:27
Speaker
Uh, some of those lessons that you pull from any experience, any tough experience, even though it was two years of pure turmoil, you know, from a professional standpoint, it was a good learning experience. And that level of discomfort is what breeds growth, I think.
00:15:43
Speaker
and set you up well for then really building the whole function at Anna Plan. Let's jump into that. What drove you to join Anna Plan and tell us a little bit about this sort of progression of your role there because it went from being you as the first legal hire all the way up to a 20 person team.
00:16:09
Speaker
Sure. Well, there was an intermediary step between Oracle and AnaPlan, which is important.
00:16:15
Speaker
because I worked at a company named LiveOps and I got to be their cloud person, their cloud attorney. They didn't have anyone else. They had kind of two businesses. One was a very contractor staffing oriented business and the other was a technology cloud business. And so I got to be their attorney for the cloud business, which was great. It was like being a mini GC or a mini AGC, you know, something where that was my baby and I got to like after it, watch it grow.
00:16:44
Speaker
So I really worked hard on trying to figure out how to do that correctly. How to be the person that can make it work and help my business team be a good business partner. And along the way, I met a VP of Finance there who Alan Priest was his name and he and I hit it off just so we were just
00:17:06
Speaker
Yeah, I had a good relationship personally. And then he left and he told me, he's like, Hey, I'm going to go to this company and a plan. And I'm like, what's the end of plan? You know, he says, Oh, that's 30, 40 people. You know, I'm just going to try it out. I'll be their first CFO. And I, he explained what it did. And I really, it just kind of went over my head. You know, I said, that sounds like a big finance thing, business planning, you know, optimization, all that in the cloud.
00:17:33
Speaker
And so I kind of put that in the back burner. I was happy for him as a friend, even though I didn't fully understand. And six months later or so, our company was kind of, they were just not doing a whole lot of new growth and PE firms were sniffing around all that, just to try and put it in a new direction. I thought this is a good time to just
00:17:57
Speaker
see what's out in the market. So I called him just to see what was going on. What as a CFO, I figured he had a lot of insight into how the market was panning out. And it turned out that as a CFO of a small company, he was doing all the legal work, you know? He basically was when I called, he was ready to hand over the legal work to someone else. You're a savior. It's his weekends.
00:18:25
Speaker
A lot of it is just timing. Look for the frustrated CFOs that you may have a job opportunity. I called him up and I was going to ask him if he would be a reference for me. He said, you should come here and just talk to a few people. I met with him. He sold it. I met with the CEO. I think the CEO was kind of like,
00:18:47
Speaker
Yeah, this is probably a good time to get legal. I don't really know what legal does or where exactly they fit in but I know you can help us with the contracts. But I really hit it off with the COO and he and I had great conversations about what I wanted out of a legal
Legal Leadership and Strategic Alignment
00:19:05
Speaker
position, what he thought was good for the company and so that went really well.
00:19:12
Speaker
And so they just I think they just were happy to have somebody that cared enough to be part of it, you know, that that was responsible enough and was willing to jump in. And that was another one where I'm not sure I looking in hindsight, I, I don't think I understood exactly what I was getting myself into. You know, it was 160 person company. And I knew the one person so that relationship touch point counted for a lot.
00:19:40
Speaker
Um, just because of the trust factor and wanting to dive in all the way, because I figured if my friend is willing to dive in all the way, I should be willing to dive into. Um, and so that, that's where it started. That was the thing. I was the first in-house attorney. I had no general counsel background. You know, I had managed like legal for a group, a larger group, but didn't have a large team or anything like that. I had a handful of reports here and there.
00:20:08
Speaker
So this was I didn't have aspirations right away of being like this gc person at a public company It was a goal that I thought I had But it started very small and it was very focused like keep revenue coming in the door And then slowly people asked me. Hey your lawyer. What do you think of this or that? you know, and and it kind of steamrolled from there and actually it's funny because uh
00:20:35
Speaker
I look back in one of my early meetings, kind of all hands meetings, we were sitting around a table. And, you know, there's like 40 people in the one big room in the small San Francisco office, you know, 30 or 40 people locally, and, and somebody looked at me and these are all like 80% of them are 20 something first time, you know, startup people.
00:20:59
Speaker
And they're like, what exactly do you do? But they did it in a very, you know, in a caring way. It wasn't like, hey, I just don't know what lawyers do. I've, you know, I'm just fresh out of school, basically. And I don't I've never seen a company operate like this before.
00:21:17
Speaker
So that was a good one because that's another one that stuck with me is that you really have to be able to explain what you do to the right audience, you know, because the way I explain to that audience is a little bit different than I would explain to a seasoned CFO that comes in to help you prep for an IPO, which is what happened years later, or how to explain it to the PE buyer or the M&A buyer after you've been acquired, you know, or when you're in the process of the acquisition.
00:21:47
Speaker
Knowing your constituency was really important and I had to really evolve the way I describe the role in the position in my role because you know, take on more responsibility. There's just different different ways of showing your value to the company.
00:22:05
Speaker
I want to come back to those sort of transactions or different stakeholders. And just before we move on from the beginning of your time at AnnaPlan, I think now you have maybe some slightly more evolved thoughts on when it's the right time to enter a company as their first legal hire or their first GC for folks out there who might be evaluating an opportunity like that.
00:22:30
Speaker
Can you share your framework or your thoughts now on when the right time to join is?
00:22:38
Speaker
Yeah, I think for me, one of the things I didn't necessarily do things in a what I would call a playbook or a roadmap for anyone else. Because for me, you know, for I was really, like I said, I was willing to jump in all the way do I mean, there were days, you know, on with the US client, or me a client in the morning, US client afternoon, Asia pack client evening, you can only do that for so long before you're completely burnt out. And so
00:23:07
Speaker
Depending on where you are in your career and what your goals are and where the company is you need to decide You know, how are you going to get that level of work done because that's how all the startups are and so I think The right time to enter really depends on what you're willing to put into it as far as that are you going to be more of like the executive strategic advisor type of
00:23:31
Speaker
You know leader are you going to hands on get dirty be the one that closes every contract type of leader? There's a spectrum somewhere along there and you need to I think Individuals need to decide what are they willing to do for their career? Like what's the right thing for them? At that stage of their career. Where are their skills? Where are their interests and then match that to the right company? That's that's and and the good thing is that
00:24:00
Speaker
There's companies all over the spectrum. You'll have some companies that are really just looking for somebody with a lot of experience to drop in and kind of pull the ship together because they've been operating maybe a little more loosely. And then there's companies that they really don't understand what a GC is because they're not at that stage where they see the longer term vision.
AnaPlan's IPO Process and Challenges
00:24:20
Speaker
but they do know they need some work done. Maybe it's just to save money in-house, or maybe it's to have more immediate access or a better relationship on the legal side with people who truly understand their business. So I think evaluating all of that, there's no clear answer. But the other good thing to remember is you can get involved somewhere on that spectrum. And as long as you've kind of understood the values of the leadership,
00:24:48
Speaker
Team whether you're reporting to the cfo or the ceo and where they expect the legal function to grow and what their goals are To some degree you can kind of coach them on where you think you the role should be and I think that's important too Don't just assume that they know what where this should go because in my experience most of the time people don't like going back to the the question I had what do you do, you know, like
00:25:13
Speaker
Even at the executive level, you might have a first-time founder who's trying to figure out how to staff an executive team or all different functions. Legal is probably lowest on their list of what they understand or what they really care about as far as having their hands dirty. I guess that's a long-winded way of saying it really is up to the individual and the company's needs, and you got to find that meeting point in the middle.
00:25:42
Speaker
I think that's right. And even maybe with a more seasoned CEO, unless they've been in a highly regulated environment before.
00:25:51
Speaker
where they've really seen how important legal is to closing deals. They probably understand the least about what a GC does because maybe they've been a CFO before, they've been a banker, or they've been a salesperson, or they've built products. Although these days, it's changing. There are GCs who are becoming CEOs for sure.
00:26:15
Speaker
They probably have not, though, been a general counsel before, I would say. It's the least likely of the other members of the C-suite.
00:26:26
Speaker
If you're the first attorney in-house, that's one thing. If you're coming in with an established team, like you're layering in on top because the company's getting ready for IPO, or maybe it's already a public company and you're trying to come in and you're going to focus a lot on the governance and
00:26:46
Speaker
you may be less on some of the day to day operations as your first step so there's a whole just a whole spectrum of things and it's hard to say for any particular case you really have to evaluate it you know like i said it's your own interest where you want your career to be and where the company needs help.
00:27:05
Speaker
It's just all over the place. Let's talk about both those transactions that you went through at AnaPlan. The first was the 2018 IPO. AnaPlan raised about $260 million as a part of that transaction.
00:27:25
Speaker
And it occurred right before the markets took a
Take Private Transaction with Toma Bravo
00:27:29
Speaker
nosedive. So it was a very successful transaction at the right time. And then in 2022, the company, I think as folks know, was taken private by Toma Bravo. So let's start with the IPO. I want you to take us behind the scenes a little bit about how both of these transactions came to be. Yeah, the IPO
00:27:53
Speaker
number one, it was a great experience. That was the that was what I want to have always wanted to do. So having that out there, that motivation of basically living your professional dream, which is kind of nerdy. That that's a great motivation, because there's a lot of work that goes into the IPO prep. And it we had actually kind of done like,
00:28:18
Speaker
a shadow, you know, just kind of sketch out before we even officially decided to do an IPO, just to see what would it look like? You know, what are the team contributions that we would need? You know, because you have to be ready on the accounting side, the legal side. There's just a whole range of things. And so we had looked at that. And I remember thinking, well,
00:28:43
Speaker
I don't know if we're ready right now, and I think we weren't really ready, but it was good to do the exercise. When we were ready, we hired a CFO with prior experience. That number one was a big catalyst. Since I didn't have prior IPO experience, that
00:29:03
Speaker
brought a sense of urgency and, hey, look at my team in a more serious way. I have to really be responsible about how I'm staffing, what the needs are, because immediately we were talking about, you know, this is several months before the IPO, we were talking about what our earnings call is going to look like.
00:29:22
Speaker
I had never been part of an earnings call, you know, directly before that. So this was a major learning curve. So part of it was me absorbing as much as I could, going out finding whatever I could, talking to my mentors, you know, we had great outside counsel. Gundersen Detmer was our chief corporate counsel. So they, you know, having their support really helped me as a first time IPO GC. And
00:29:49
Speaker
All that together, I finally reached a point where I was able to be the person that could help the executive team understand, where is this going? What do we need to watch out for? Let's be responsible about how we communicate our business. There's all those little things. There was some tense moments, I'd say, where you have people who haven't been through an IPO.
00:30:19
Speaker
And they're saying, well, we need to be more aggressive in how we pitch this or that. And, you know, on the legal side, I would have to say there were times where I felt like I didn't have, since I didn't have the experience, I didn't have the same weight of credibility, you know, to say, no, that's not really appropriate. But I knew I had to go in and a lot of it was one-on-one conversations to say, Hey, this is how it really plays out. Here's some of the things that have happened in the past.
00:30:44
Speaker
Here's reasons it's not worth being too aggressive on this or that, but maybe we can accommodate some of this when we describe the business in this way. So all those things, they're really relationship based. They're not necessarily skills based. And that's what I found throughout my career in any of these really difficult transactions. There's a certain element where you don't have time to get up to speed. So you hope you have kind of a minimal understanding.
00:31:10
Speaker
But being an expert in the business and having good relationships with the key people, that counts for a lot more in my book. Being able to think quickly about what's best for the business. How do I get my executive teammates on board with this so that we're all aligned and there's not going to be any miscommunications.
00:31:34
Speaker
Though that's what I learned really quick was more important. I could always go to outside counsel For some technical advice and we actually hired a really strong More than strong issues just excellent SEC reporting governance person before the IPO Who was able to come in and do all those things that I had not done myself like really? Ask the right questions of people, you know how you set up a
00:32:00
Speaker
the equity programs in a way that you're going to report on it correctly, those types of things. So there's the technical expertise, and then there's the influence side and relationship side. And I think GCs need to have a little bit of both, but I think tilting towards the relationship side helped a lot in my experience with the ANAPLAN IPO.
00:32:20
Speaker
One follow-up there for you, I guess, going a little bit back to your thought around being more of a strategic advisor versus really sort of getting your hands dirty. Who was running sort of the operational aspect of the IPO, keeping all the trains on time? Did that live in legal or was that under finance with your CFO? How did that come to be?
00:32:42
Speaker
It was legal. My team, the people who knew about the IPO, they knew my life was just checklists at that point. It was like a NASA mission. You just run through the checklist every day, but it took some thought to put the checklist together and it was constantly evolving. But that was literally my life. Every day I'd say, here's the portion of the checklist that needs to get done.
00:33:08
Speaker
And that could involve, and I had separate checklists that rolled into, you have to have a project management mentality. And that's actually one area where I wish we had invested more was an actual project manager. We kind of shared the function between legal and finance, but legal took the biggest brunt of it.
00:33:30
Speaker
But I'd say that was how we got it done. So I'd have a checklist for all the HR matters, a checklist for exec comp, a checklist for S1 related things. So that's pretty much how we got that done. Tell us a little bit more also about the Take Private then and how that came to be and
00:33:53
Speaker
Was it the same for you? Was relationships the most important thing or did it feel a little different than the IPO? Yeah, what was that like? It was definitely different than the IPO. Just the nature of being acquired. First of all, a lot of these cases, just Anna Plan is a perfect example. A lot of these purchase cases where you're on the selling side of the equation,
00:34:22
Speaker
It comes because there's a perception that something's going wrong, you know, that's a lot of times the way those happen. And so in our case, we did have some shareholders that were asking questions about, hey, why aren't you optimizing this or that.
00:34:37
Speaker
And so that was kind of the backdrop. And even before that, even aside from all that, we were doing our annual strategic planning type of processes. And that's, you always have to have on the table, you know, if you don't meet your targets at the end of whatever period, what does that mean for the company? What's your backup plan? What are the investors going to do? So all that, you know, that was just being good company practice. We always had like some sense of
00:35:05
Speaker
what are the different scenarios that could play out here? And so by the time we got to the M&A or the take private transaction, we knew that was a realistic strategic option. It wasn't like a big surprise that that could be on the table. And so
00:35:24
Speaker
So then the question was, is that good or bad for the company? Well, it has to be good for the company. Otherwise, the board shouldn't approve it. And so that was really the driver, was making sure that everyone was doing the things to make sure the company and the investors were getting the best deal they could. That's a different mentality. I mean, obviously, the IPO, you want the best
00:35:47
Speaker
Outcome for your investors, but the assumption is there's going to be growth, you know Continue growth and that's a big assumption. Whereas in the take private side
00:35:57
Speaker
Of course, your purchasers want growth, but it's not the broad public markets. So it feels a little different. You're targeting a single buyer, rather than the mass public set of potential investors. It's less of a marketing thing. So the approach, I think, was a little bit different. Not so much that it wasn't about selling the business and the relationships, but it was more that
00:36:25
Speaker
We need to make sure we're describing the business correctly, doing the due diligence, making sure that the valuations of the company are really on point. It's just a slightly different mentality. And yeah, and you're probably thinking a little bit less about sort of life after the transaction than you are during the IPO as well.
Growing a 20-Person Legal Team
00:36:46
Speaker
Yeah, it's really about making sure that when the shareholders vote,
00:36:51
Speaker
that they have all the information they need to make an informed decision and you're making the best recommendation. Because that's the end, they're going to get their payout after that. And that's the end of that relationship with those investors. So it's just a different way of looking at things.
00:37:08
Speaker
With that as a backdrop for how your time at AnaPlan evolved, let's talk a little bit about the operational aspects or principles that helped get you to the IPO and helped get you to the Take Private.
00:37:25
Speaker
One of the big pieces was you were able to build out a team of about 20 folks. How did you approach prioritizing and hiring those folks and really set them up for success within the wider Anna plan organization? Yeah. So, you know, I mentioned in the beginning, I was, since I was the only person I was doing a lot. So I would say the first hires really geared around keeping me sane.
00:37:55
Speaker
I'll be honest. It was a very interesting set or a very easy set of criteria for, uh, I don't need to do this anymore and I desperately need someone to do it. So let's hire that person. Right. And so actually one of the first, um, hires since we were a broad international based business, even as a 150 to 200 person company, we had offices in 12 or 14 places. Wow.
00:38:24
Speaker
Having an EMEA understanding, an Asia PAC understanding, and being able to do close to real-time business there was important. So one of the first hires was an attorney who could handle the EMEA business. And we actually hired him in Minnesota first because there was a still bulk was
00:38:50
Speaker
was uh us but we had enough amia so that we figured the time zone was a little better and then we hired an amia attorney after that um and so that was kind of how we the first thing was very revenue contract based um so it was very i would say reactive i didn't have a great strategy there i'll just to be candid i in hindsight i'd probably think about doing things a little bit different in the sense that i think more about
00:39:18
Speaker
Which I did, I think at the next stage of hiring more about multi-purpose players, you know, cause then you're getting into the series D and E and F type of a scenario where you're not really sure exactly what you're going to need, but you need people who are flexible and can react quickly and are willing to jump in on unknown things.
00:39:38
Speaker
So for me, that was really important at that stage. And then as we got closer to the IPO, I knew that we needed specific skill sets. I knew we needed somebody who was dedicated or knew a lot about privacy, knew a lot about product development, knew a lot about SEC reporting. You know, those types of things became more important. So that's on the skill side. But I also really tried as a manager with a growing team to be conscious of the fact that
00:40:07
Speaker
My experience in the past was I was very fortunate to have great managers along the way, people who are very understanding and forgiving, if I made a mistake, and people who were interested in my growth and my team and the team's growth as a whole. So that stuck with me. I always had like, for instance, one of my managers at Adobe, he was always every time we would talk about our weekly accomplishments and goals,
00:40:36
Speaker
He always would say, well, what did you get out of it? Was it something that personally made you happier? What do you want to accomplish? It will be a personal achievement for you. That was always part of it. And I appreciated that. It wasn't just, here's the corporate objective. What are you doing, A, B, and C? It's a mutual relationship. It's not a one-way thing. And then also at Adobe, I got to credit them
00:41:03
Speaker
They created the most fun environment. I mean, the group there, we had these amazing offsite
00:41:10
Speaker
You know, it could just be go out to dinner or it could be we had a couple off-sites where we went up to the Seattle office, you know as a group for the the team I was on Things like that just created this bond this culture this closeness even though geographically we were spread out a little bit It just felt like we were family in a lot of ways it just felt so comfortable to work with that group and I always wanted to recreate that and
00:41:37
Speaker
to the best I could. I don't feel like I was as successful at it as they were. But I think that was another thing was really understanding that I always would prefer hiring for people that make the workplace feel like a better place to be, then let's focus on the skills, like make it where people want to be part of it.
00:42:02
Speaker
Whether that's remote or in person, you know, that's it doesn't really matter. You got to invest in building that kind of cultural tightness. So those are things that I really, I probably thought about that on the later side, particularly as we got into the public company side, because once you get into the public company side, I felt like
00:42:24
Speaker
It was more, we also had to focus on redundancy or ability to scale at the right time, but not overspend on our hiring or like the hiring became much more tactical about, but you still have to hire the right fits, you know, for your team. But it was really like you're more, I felt like we were more constrained because we were a public company and the GNA, you know, spend thresholds to become more important.
00:42:49
Speaker
Building on that actually, and who spent thresholds becoming important, tell us a little bit about how you think about the value of legal to an organization. I think you have kind of a three-pronged approach here. Yeah, tell us about your approach to communicating the value of legal or building the value of legal within the business. Sure. I think
00:43:13
Speaker
Going back again to that ultimate question, what do you do? I think people expect the answer to that question to be, I review contracts, I handle legal disputes, I look at intellectual property filings. Those are the traditional things people think of lawyers doing. So there's a certain level of things that when you go into any organization, they're going to expect you as a legal counsel to do.
00:43:42
Speaker
And those things you got to nail. You got to get them done efficiently. You got to take the low hanging fruit off the table right away. Make sure you're not wasting your time because that's what you're probably going to be graded on in a very abstract sense because people don't really understand beyond that. You know, they're going to say if you have a big dispute, a legal must not have handled that correctly if there's a big dispute.
00:44:08
Speaker
Or if the contracts are slowing down, a lot of times they're gonna say, well, the legal process is taking too long. Now, you may be able to point elsewhere and say, no, let's look at our process and it's actually slowing down at the customer or whatever. But it's hard that if you don't have a well-functioning process and good relationships with people and good rules of engagement on all those kind of table stakes things,
00:44:30
Speaker
It's very hard to build an aura that legal is your partner and your friend, and we're here to help everybody. So that's table stakes. Then I think the next level is where you really get into those relationships of understanding strategically what the business needs. And that's where actually I think it gets more interesting for the legal team because that's where you can say, hey, I see that the HR team is, they're handling things a certain way,
00:44:58
Speaker
I can if strategically if i partner with them we can do this in a way that really eliminates our talent acquisition risk or something like that you know where you're starting to see the next level it's not just responding to legal issues as they come.
00:45:13
Speaker
And that's where sometimes you even see GCs or heads illegal, they take on, it could be like a compliance role, it could be a head of HR role, it could be an operational role, ESG or social, that's become a little more common.
Demonstrating Legal Value and Efficiency
00:45:30
Speaker
I think you know corporate secretary is an obvious one the governance stuff that happens very frequently So that's where you're providing value in a way that people wouldn't call traditional legal i'd say So though that's kind of the next layer But the one that I think people forget and they don't give even on the legal side I don't think we give enough credit is all these superpowers that that we have as attorneys
00:45:55
Speaker
where first of all, we have the attorney-client privilege. I mean, people can come to you and talk about the worst stuff. Barring a handful of really corner cases, I mean, it's protected. That's a huge advantage for candor in an organization to be able to think through the most difficult issues with a trusted advisor
00:46:24
Speaker
you know, that's amazing. And I don't think enough people take advantage of that. Or even it could just be having an analysis of what the risk is. I think the attorneys can do a lot of that in an environment that is not going to put you on the front page of, you know, the, the whistleblower website, you know, right. So there's a lot of opportunity there for, and I don't think people think of that. Like I said, even on the legal team, I don't think
00:46:54
Speaker
A lot of times we encourage our clients to take advantage of that enough, the brainstorming and the thinking through the possibilities of how to avoid pitfalls and maximize. But then you've got this connective tissue where I think the legal department is a hub for understanding what's going on one side of the org and how that aligns or conflicts with the other side of the org. And that it can be a clearinghouse for those things because they even though those two groups on the other sides of the project
00:47:24
Speaker
they may meet quarterly or monthly, they may not talk about the same things that the legal team is seeing, you know, because the legal team may have the operational impact of it, they see it in a slightly different way or the compliance impact. So those are just, I think, when you go back and you're trying to describe the value
00:47:44
Speaker
You can measure metrics on things like contract throughput or how many disputes you quashed or how much did you have to pay to get out of dispute. Those are kind of more easy to monetize or quantify. Then you've got the other things that maybe you're going in more traditional business units. So if you are head of HR, you probably have a lot of metrics that are easy to show they flow into company strategy metrics.
00:48:11
Speaker
But when you get into these more superpower types of things, those are harder to quantify. And in fact, going back to that issue of how do you answer the question when people say, what do you do? What do you say? Let's say you're on the selling side of the M&A. How do you explain that intangible superpower stuff with a connective glue between the different groups?
00:48:34
Speaker
It's unless somebody understands it from past experience or wants to see the value in it They probably can't quantify it and they're not going to assign a value to it So that's where the relationships come in you want people coming in and saying well legal really helps us with x y and z you know, and it's just it's it's again, it goes back to relationships having those solid relationships with all your business partners to make sure that People feel like things are working. Well, if it's working. Well, don't don't
00:49:04
Speaker
Break it up, don't try and fix it.
00:49:07
Speaker
You mentioned a little bit about the idea of using legal as a springboard into some of these other more operational roles. I'm curious how you go about doing that and thinking about it from a career growth perspective, both maybe for the GC, but also how you've helped other members of your team who wanted to expand and grow in different areas of the law or
00:49:36
Speaker
different operational areas where they didn't have a lot of experience before. Yeah. So one of the things I've always wanted to enable on the team is people to feel free to express
00:49:52
Speaker
their desired growth areas. I think that's important. So if you can't express it, it probably won't happen. So I think the job as a legal leader is to create an environment where people understand that that's accepted and it's something that you're willing to invest in.
Future of In-House Legal Teams
00:50:12
Speaker
To some degree, I think it should be part of any corporate culture, because you want people to grow. You want people who've mastered a certain thing to be able to bring that expertise into something adjacent to it, because that's better for everybody. And I do think you see really well-functioning companies allow those types of growth paths within the company.
00:50:35
Speaker
So I want to do it on on a micro level within the legal world if I can and I think part of it could be working on a special project or Could be partnering with a specific business unit that they don't usually partner with but enabling that to happen and getting the agreement on the executive level or the management level between the two teams is important because you may not have the same level of efficiency and
00:51:03
Speaker
You know, if you've got somebody who's not used to doing a certain task, but I think fortunately legal people generally can ramp up on stuff pretty quickly. That's part of the job. I'm not worried about that other than I don't want anybody to think, Hey, the legal efficiency is suffering because of the swap and teammates. You know that, I don't think that should be a barrier to anything because ultimately I I'm confident that the people that we're hiring on our team are capable of handling just about anything.
00:51:32
Speaker
So I think it all comes from that culture of wanting people to succeed and wanting people to grow and then mapping that to the corporate needs.
00:51:43
Speaker
A few last questions for you on your time at Anna Plan and sort of general approach to leading legal teams. We've talked quite a bit today about relationship building and how important those relationships with other stakeholders within the business are.
00:52:02
Speaker
There's a little bit of a flip side there, though, too, that we haven't touched on, which is that people are constantly coming to legal. There could be sort of like a hand-holding phenomenon, or this could actually become too much or a drain on the resources that maybe should be spent improving an HR process as opposed to giving advice on every single contract, let's say.
00:52:29
Speaker
How have you approached that balance with other stakeholders in the business? Well, I think I've learned a lot over the last few years on that specific question, and particularly having a PE buyer, it has really highlighted the efficiency type of argument and how to do the legal function in an efficient way.
00:52:57
Speaker
Because since we're not contributing to the you know to the revenue directly Everything is you got to look at it from a cost perspective and efficiency perspective to some degree I don't particularly think that's the most productive way of looking at it But you've got to look at it that way because that's how businesses evaluate things so when I look at it from that perspective
00:53:21
Speaker
I want to make sure that I have rules of engagement of some kind or service level agreements with everybody, every one of our constituent leaders in the groups that we support. Hopefully it doesn't have to get to the point where it's written down in excruciating detail. Maybe it's just a couple of bullet points on here's the service we're provided, here's what you bring as the business unit when we come to legal.
00:53:51
Speaker
But sometimes it does have to get down to that detailed third level bullet type of stuff or detailed intake form, whatever it is. And so it's really case by case in the, I think,
00:54:06
Speaker
It's also helpful to look for champions, people who say, hey, this relationship with legal works really well because we do X, Y, and Z, and have them be the gear advocate in other groups that are less receptive to show that, hey, this is possible to have a really well-functioning relationship where you get what you need in the most efficient and effective way and being true partners.
00:54:31
Speaker
And then I think for the ones that are the more hand holding or they don't, you know, there's some element there where you really have to look at the responsibilities and understand what's best for the organization, the company as a whole. And one of the things that I found, you know, we talked about some of these hidden superpower things that connected, particularly the connective glue type of stuff.
00:54:56
Speaker
On the one hand, legal can be extremely effective there. On the other hand, that can be evidence of a dysfunctional way of handling an issue. If legal is taking on too much of that connective activity, maybe that's just a lack of communication between the right parties. Or maybe it's not understanding those parties are not understanding the strategic objective of the company. So they're kind of going at it two different ways.
00:55:25
Speaker
Those are things where you can highlight the problem as a legal advisor and help people work through it. And it may end up where the legal team either gets more involved or in a lot of cases, they may not be involved at all. And so that's all that's part of what what's best for your organizational client. And how do you make sure that you're being as efficient in providing those services to your, your company. So that's the way I look at it. It's really, it's a case by case, depending on
00:55:55
Speaker
how receptive and how effective the different business units are to the way you're providing legal support. And it's a relationship. It's a communication. It's not like, legal will do X, Y, and Z. Do you agree or not agree? It can't be like that. And in some cases, it may require a heated discussion at the executive team level. It's like, no, I need to have this. Otherwise, I can't achieve my objective. Those conversations have to happen at some point.
00:56:21
Speaker
And you hope you have that relationship where it's done in a very productive and effective way. One of the things that I like about our conversation is that you've highlighted some of the superpowers that lawyers have around maybe what would be considered more traditional legal work. There's also been a theme on this podcast and a lot of others around how
00:56:45
Speaker
GCs and lawyers, legal leaders can take on more operational roles over time. So I'm curious for your thoughts on what the future of in-house legal roles looks like. Yeah, absolutely. Going back to one of my core beliefs about law, or at least that drove me was that it really is important to look at what your client needs and serve them effectively, make them as
00:57:13
Speaker
impactful and effective as possible. That's my role. So whether I do that as a lawyer in the traditional core legal work, or I'm asked to extend a little bit to fill gaps or to be a leader in a different function, that's okay with me. And I think legal training and legal experience is a great platform, a great foundation, a great springboard to apply
00:57:39
Speaker
really good strategic and analytical thinking to almost any discipline. And the nature of our roles is that we do have to get into the nuts and bolts of so many different things that it's not that far away from becoming a functionally literate in a lot of different subject matter. We may not be experts, but I think we can get through the day-to-day stuff and ask the experts when we need to. We're good at that.
00:58:07
Speaker
The next step then, it's not so much about the skills that the legal professionals have. I think it's more about, number one, what do you want to do? How do you want to make an impact as an individual and an organization? If your ultimate goal is to be CEO, I think that's possible, but you have to really triangulate that path. If your ultimate goal is COO or head of HR or overseeing the cybersecurity program,
00:58:36
Speaker
Whatever it is, those are things that, in my experience, it's hard to drop in fresh on those. You really have to build trust and then kind of seize the opportunity when it arises in that organization that you're with, the one that already trusts you. I think that's the easiest way.
00:59:00
Speaker
It's opportunistic. So for instance, I don't think necessarily a chief operating officer role is going to say prior legal experience is highly valued. But if you already have a trusted relationship with a company, with a principal at a company that's looking for a chief operating officer and they know your work as a GC, it's easy to explain why your work as a GC
00:59:24
Speaker
Would fit well in that role because they trust you they already know that you deliver and they know your breadth of experience So I think that's how I look at it. And so when I look at the future of legal I think a lot of it is there's a lot of talk about expanding the legal role to this or that Being more strategic. Yes, you can be strategic, but I don't think that has to mean doing more than legal it can if you want it to and
00:59:49
Speaker
And it probably requires some level of flex into different areas. But you don't have to give up your legalness if you don't want to. I don't think that ever is required. And ultimately, I don't think you want to spread yourself out too thin either. And I always am impressed at people who are able to do the GC job, be head of security, be head of HR, all these different roles.
01:00:18
Speaker
That's balancing those things seems very difficult to me. I've done it. I have had security as part of the legal team and I enjoyed it. But there's some point where if it takes you away from your core mission, you got to ask yourself, is this best for my client? Is this best for the company? And then you have to ask yourself professionally, where do I want to put
Future Career Plans After AnaPlan
01:00:41
Speaker
my time? Do I want to spend it more on the legal side or more on the business unit side?
01:00:46
Speaker
I love that. Um, last question. You left Anna plan last November. What's next for you?
01:00:55
Speaker
Well, I was hoping you'd have the answer. You know, I've been enjoying time with my family. So I have my oldest daughter is going off to college in a month or so here. So that's my number one goal right now is to see her off get her settled. After that, you know, I am interested in taking on another GC CLO type of role. I think
01:01:20
Speaker
that transformation that companies get from being that stage where they're just kind of trying to figure stuff out to where they say, I want to be a public company. I want to make a big impact on the world. I've got something that looks really potentially impactful. I just need to scale it. When they get to that stage, I think I can help a lot. I really enjoy that process.
01:01:43
Speaker
That's exciting. I mean, that's when you see the fire in people and you really see, hey, you're headed somewhere that's really going to help people. So I don't have a specific industry in mind or anything. I mean, I'm open to that, but I like that fire that you see in companies when they reach that phase.
01:02:03
Speaker
Well, listeners, uh, if, if you've got it in opening for a GC or CLO type, uh, type role, you couldn't do better than hiring Gary. So, uh, reach out to him or reach out to me. I appreciate that. That's very nice of you. Uh, Gary, thank you so much for joining us today and sharing all of your insights and listeners. We'll see you next time on the abstract. Thanks Tyler.