Scott Kerr has been through what many in-house lawyers would consider a nightmare: working for a company that’s being sold. And he’s done it twice.
"It will probably happen again somewhere in my career. It’s something that comes with the territory when you’re working with small technology companies in Austin," says Kerr, deputy general counsel of Charleston, S.C.-based Blackbaud Inc.
Kerr was vice president and GC of Convio Inc. of Austin when Blackbaud acquired the company in June 2012 for $330 million. Kerr became one of Blackbaud’s three in-house lawyers, adding corporate and securities expertise to the company’s in-house legal skills.
"The Austin location is a significant growth opportunity for Blackbaud, and so it was very easy for them to rationalize an attorney in this location — and especially one who brought experience they didn’t have in-house," he says.
Blackbaud provides software and services that help nonprofits and educational institutions raise funds, manage donor databases and volunteers, and run events, Kerr says. In 2012, the company generated approximately $450 million in revenue and it currently has about 2,700 employees, he says.
Kerr initially had planned to be a tax lawyer. He earned a bachelor’s degree in business administration and a master’s degree in professional accounting at the University of Texas at Austin in 1997.
He says he realized that tax accounting was similar to tax law and decided to add a law degree to his credentials, earning a J.D. from UT’s School of Law in 2000. He joined the Austin office of San Diego-based Gray Cary Ware & Freidenrich (now DLA Piper), where he had been a summer associate in 1999, as a corporate and securities associate.
While in law school, Kerr decided to expand his expertise beyond a tax specialty.
"A neat thing about being a corporate lawyer is that, from the very beginning of your practice as a junior attorney, you are working with the executive teams of your clients," he says.
Kerr went in-house as an associate GC in 2005, with Austin-based SigmaTel Inc., a semiconductor company and client he had taken through an initial public offering.
"I liked the idea of getting to know one business really well," Kerr says.
Three years later Kerr had his first experience of working for a company that was sold. Austin-based Freescale Semiconductor Inc. bought SigmaTel in 2008, and Kerr took a position as assistant GC with Luminex Corp. of Austin, a company specializing in biological testing technologies.
In 2011, Austin-based Convio Inc. announced plans to hire its first in-house lawyer, Kerr says.
"In Austin, GC openings don’t come along very often," he says. "Anybody in town who wanted to make a GC move should have been looking at it," he says of the job.
Convio, which provided online fundraising and software for nonprofit organizations, hired Kerr as vice president and GC in July of 2011.
"It was fun, and there was a lot instantly on your plate," he says. "There was a lot of opportunity for improvements and to add value, but it was definitely fun."
A few months after Kerr joined Convio, Blackbaud made an unsolicited bid for the company. Kerr says he guided Convio through the bidding process, negotiations on the definitive merger agreement, the tender offer and the antitrust approval process. The deal was finalized in June 2012.
Kerr says he worked closely with John Gilluly, managing partner of DLA Piper’s Austin office, while shepherding Convio through its merger with Blackbaud.
"It’s good, on those late nights, to be working with people you like and trust," Kerr says.
Gilluly had been a senior associate with the firm when Kerr joined as an associate in 2000.
"Scott is very smart and has significant transaction experience," Gilluly says. "He knows his way around a deal, having been involved in a number of private and public transactions."
For trademark issues at both Convio and Blackbaud, Kerr has turned to Gail Taylor Russell, a partner in Austin’s Taylor Russell & Russell.
"I think he has really excellent judgment," Taylor Russell says. "For example, if we had a trademark infringement matter, he would ask questions in terms of: ‘What is the situation, what is the law in this area, what are our options, and what is your recommendation on these things?’ " she says. "And then he would make sure he understood the ramifications from the business point of view in terms of: What happens if the matter goes forward? What happens if we win? What happens if we lose?"
Blackbaud works with 27,000 organizations — "[p]robably every charity you can think of," Kerr says.
In addition to securities matters, Kerr makes sure Blackbaud complies with state, federal and international privacy laws. Kerr also handles the company’s channel partner strategy, negotiating and maintaining contracts with consultants that provide services to nonprofits.
"We are very legitimately helping very worthwhile organizations do things much more efficiently and better, and our cause is to help them with their causes," Kerr says. "It’s a nice feeling to know that the deal you’re working on, and the business you’re ultimately assisting, is doing great things through 27,000 different organizations out there."
Best Practices: Know the Business
Scott Kerr was vice president and general counsel of Austin-based Convio Inc. when it was acquired in June 2012 by Charleston, S.C.-based Blackbaud Inc. He is now deputy GC of Blackbaud.
Texas Lawyer research editor Jeanne Graham emailed Kerr some questions about best practices. His answers are below, edited for length and style.
Texas Lawyer: What’s your best advice for transitioning from one industry to another?
Scott Kerr: From the moment you know you are going to make the transition, do as much research about the company and its products, market and competitors as you can, and then continue this after joining. Once you have joined, it is critical to identify knowledgeable people within the organization who will be willing to spend time with you getting you up the [learning] curve and answering specific questions as they come up. Internal clients within the organization will greatly appreciate seeing counsel try to understand the business and not just focus on legal issues in isolation.
TL: If you ever went back to being outside counsel, what would you do differently?
Kerr: From my various in-house experiences, I would take with me a much better understanding of the environment in which in-house counsel works and the key constituencies they serve and have to appease. I would understand better the organizational ripple effect that particular deal structures may entail, and the limitations that organizations often have on supporting complex or unnecessarily protective deal structures. I would have a greater appreciation for the difficulties that in-house counsel faces when trying to manage an unpredictable legal budget. And when it comes to business development, I would remember that in-house counsel often appreciate getting to know their counsel on a more personal level and not just hearing from them when there is a lucrative transaction or matter in the works.
TL: What can outside counsel do to perform beyond your expectations?
Kerr: It is great to have outside counsel that becomes familiar with your industry, the markets you serve and the competitive landscape in which you operate, and that tailors their legal advice based on such knowledge. Companies need advice based in practical business perspective and not just the advice that best minimizes risk when taken in a vacuum. In-house counsel appreciates outside counsel taking on some risk in advising their clients to obtain a workable outcome.
TL: What one thing from your previous work experience is helping you most on the job today, and why?
Kerr: Dealing with, getting along with and building credibility with people. When you are inside a company, you have an extremely large number of internal clients. Though you might be occupied at any point in time with a multimillion dollar M&A transaction, the vast majority of your clients may not be privy to this, and the matters which they bring to you, which are smaller in scope, are every bit as important to them as the larger transaction you are working, and a lack of responsiveness or focus on any particular matter can become a serious impediment to an internal client’s personal success. It is crucial that you develop good working relationships with each of your clients to navigate this inevitable tension and to ensure that they trust bringing matters to you and that you are serving them with integrity and commitment, even when you aren’t able to deliver your work on the precisely specified timelines.
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