Getting Acquired? Here's What GCs Should Do

Whether it's being acquired by a larger business or merging with a peer, a major shake-up at a company can hurt an in-house legal department.

In the case of a merger — for example, after a federal judge earlier this month ruled that AT&T Inc. can complete its $85 billion purchase of Time Warner Inc., or The Walt Disney Co.'s increased $71.3 billion bid this week for the film and television studios of 21st Century Fox Inc. — companies don't need two GCs. So what becomes of the two in-house teams, and what can lawyers who sense a big change coming do to prepare?

"Like any material change or big change with a company, it's a time of uncertainty for the legal department," said Sonya Olds Som, a partner at Major Lindsey & Africa LLC who provides coaching to in-house candidates.

Som tells in-house counsel not to follow their inclination to immediately rush out the door when they learn about M&A activity, because sometimes deals are unsuccessful. She has witnessed lawyers rise to become general counsel, at least in the interim, because they were the only employees to remain during uncertain times — including recently, when this scenario occurred with a big, public company.

"Take a deep breath," she said. "It's definitely a time for reflection ... but I don't think it's time to panic and make a decision precipitously out of fear, which potentially could end up being to your detriment."

"Roll with the punches while keeping your network strong and keeping your brand strong," Som said. "If you do that in a preliminary way while trying to work hard, you can have a lot of interesting, challenging experiences that you are the better for no matter where you end up afterwards."

Read more of this article on Law360

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