We have the pleasure of speaking with the General Counsel of MVF, the customer generation specialists who find large volumes of customers for some of the world's biggest brands, including Salesforce and WorldPay.
Currently Tom Worner’s role is widely diverse; a speciality of his is M&A and he has made the acquisition process easy and transparent for vendors, especially when they are not part of big corporate machines and are nervous about the sales process. He has developed M&A strategies for acquiring lots of businesses at once, whilst managing the challenges of a business with rapid growth; MVF is doubling in size each year, as well as constantly adding new markets, each with their own different challenges and so Tom speaks to us about how he keeps on top his demanding role. He also reveals tips on producing a good M&A strategy and his stance on technology replacing people in the M&A process.
As GC of a company that requires you to maintain a variety of tasks, what legal aspects are your favourite to deal with and why?
Probably the acquisitions we work on. Not only because M&A is a central part of our growth strategy (so the work is adding real value), but also because each deal is different, and comes with its own quirks and challenges.
Riding the highs and lows that any acquisition invariably throws at you, but reaching the finishing line (at whatever time of the day or night that may be!), is a tremendous feeling.
And it’s fortunate that I relish the work – because we’re looking to acquire at least 6 businesses a year!
Aside from M&A, I still enjoy getting on the phone and negotiating contracts from time to time; the bread and butter of every in-house lawyer.
How easy can it be to lose grasp of all the different international legal issues at hand and how do you overcome this to ensure it doesn’t happen?
Very easy, I would imagine! We have clients worldwide, and our marketing activity reaches over 120 countries, so different jurisdictions and cross-border matters often pose challenges, and particularly so as we’re growing at such a rapid rate.
It’s critical for us to have a clear grasp of the different legal and regulatory regimes affecting our business. For this reason, for example, we have in place a process for assessing new markets and products, and the legal team is involved in this process from an early stage.
It is also important to recognise what you don’t know, and bring in the right expertise when you need to. Over the past year, we’ve instructed regulatory lawyers in the US, Canada, Australia, South Africa, and Europe.
With technology ever-changing, how does this affect the legal side of things for you?
One of our core values is around innovation and challenging the status quo, so we’re often looking at how we can incorporate new technologies in our business, or use them to improve our systems and processes.
That extends to the legal team. For example, we recently looked at a contract review tool that uses artificial intelligence (AI).
I’m sure we’re going to see the continued rise of AI in law, and other innovations from the legal tech space. Any solution that can take on repetitive, routine work, freeing up lawyers’ time for more complex or impactful matters, has got to be beneficial.
What are key points to follow when developing an M&A strategy for acquiring lots of businesses at once?
Strategically, understand what types of businesses you want to acquire and why. You can’t buy – or even look at – everything. Also, understand and define what would constitute a good, successful deal for you.
From the outset, start to plan the integration. Don’t wait. If you’re able to speak with the employees of the target business ahead of time (and that isn’t always possible of course), then you should absolutely do this. Acquisitions can create uncertainty and nervousness among buyers and sellers alike, and so the more information you can share early on, the more invested and supportive both parties’ staff will be.
One size doesn’t fit all, and so tailor your approach to the target business, and the sellers. For example, buying from corporates can be very different from buying from entrepreneurial founders. Founders have built their businesses from the ground up, and generally have a more emotional attachment to them.
Goldman Sachs reported they are planning to use technology to improve M&A deals; can you comment on this? Do you think this would be something you would be open to adopting, or will it eliminate the important people behind a successful M&A transaction?
At a certain level, technology has a place, of course. I think one of the articles referred to technology reducing “grunt work”. Ultimately, however, it is people and the human touch, that get deals over the line, and get them off the ground in the first place. Technology can’t build trust and credibility between buyers and sellers, or replicate EQ and that all-important emotional connection.
As a tech and marketing company, how important is it to ensure you are cyber-secure; (without disclosing too much information, of course) do you have a protocol in place for when you are dealing with an important M&A process?
Traditionally, cyber-security was a bit of an esoteric topic for techies, and perhaps some lawyers with a particular interest in the subject. Now, partly due to the rise in high-profile data breaches, cyber-security is a recurring item on the Board agenda (for all businesses, not just tech and marketing companies), and that’s certainly the case in our business.
Because the threats and risks around cyber-security are ever-evolving, we keep our practices for the entire business (not just for our M&A activity) under constant review.
What piece of advice would you give to someone who is inspiring to be a successful GC?
Generally, substantive knowledge can be learned or bought, so focus on developing the right blend of soft skills.
I was at an event last year, and one of the presenters cited the following as the must-have attributes and skills of all in-house lawyers, but particularly GCs: commercial judgment, relationship building, communication, credibility, and leadership.
I agree with the list, but would also add humility. In entrepreneurial, high growth businesses, you need to be prepared to roll up your sleeves to get stuff done.
And consider a mentor, someone you admire, and who has been there and done it.
What are the challenges you face when managing a business with such a rapid rate of growth? How do you overcome this?
In a fast-paced, entrepreneurial environment, decisions are made quickly, and things move at speed, so the overarching challenge is staying apace with the rest of the business; it’s important that the legal team enable, and not unnecessarily slow, the business.
On the M&A side, we are often juggling a number of deals at once, although they’re usually at different stages.
In terms of our organic growth, ensuring that we understand the legal and regulatory environments of new markets, and operating within those environments is paramount. It’s important to understand where the real legal risks lie, and to ruthlessly prioritise accordingly.
I am the General Counsel and company secretary of MVF, one of the UK's fastest growing technology company with offices in London and Austin, and responsible for all legal, regulatory and compliance matters.
