National Post (National Edition)
Hanging shingle as independent chair
What do lawyers do when they reach a certain age but wish to stay professionally engaged? In some cases, after monetizing their ownership stake, they become general counsel at either their current firm — or a new firm.
But if you are veteran lawyer with almost four decades of experience and a career that has been spent providing advice on numerous merger and acquisition battles and on proxy fights, then one option is to hang your shingle out and advertise a new business that would seem to combine all the skills and knowledge that has been acquired.
That’s the path Vancouver-based Stuart Morrow is taking after winding up his practice at DLA Piper, a global law firm, and setting up a new venture, Independent Chair Inc. Morrow, originally from Montreal, and a former senior partner in DLA Piper’s securities and corporate finance group, will be offering service “as a seasoned, independent chairman, of contentious public company shareholder meetings.”
Morrow called the new career, “an easy migration. It’s stuff that I have done for years, a derivative of the proxy practice I had for many years.” In that practice, he acted for both the activists and management, depending on “who phoned first.”
But whatever side morrow took, the “cataclysmic, the dramatic” moment is the annual general meeting.
“And the chairman better know what he is doing,” said Morrow, who on a few occasions has been asked to serve as an independent chairman of a meeting.
“It’s a combination of corporate law, securities law, meeting procedure, and the fine grain of proxy solicitation, what’s legal and what’s not,” Morrow said. “It’s not the practice of law.”
Crowd control is also required, though for certain assignments, Morrow said he would retain his own independent legal counsel.
Wes Hall, executive chairman at Kingsdale Advisors, the country’s largest proxy solicitation firm, has worked with Morrow for about two decades and in some contested situations has recommended him as an independent chair.
“The good news about Stuart is that he is wellversed about all the issues that come up in a proxy contest. He knows the argument my side will make and the argument the other side will make, will cut through the rhetoric and make a good decision,” Hall said.
Penny Rice, a managing director at the Shorecrest Group, another soliciting firm, said her team has worked with Morrow “on numerous transactions and contentious meetings” for 20 years.
Those opportunities have increased since Shorecrest was formed in 2013.
“He is a brilliant securities lawyer with one of the most impressive proxy fight records given his in-depth knowledge of the regulatory and legal requirements,” Rice said, noting Morrow’s experience will “make him an excellent choice for independent chair as he won’t be misled by the arguments presented by both sides.”
Indeed knowledge and judgment is required as occasionally meetings go pearshaped — all of which means the outcome of what’s decidedis then thrown into question( or nugatory in legalese) as the courts get involved. In some cases the disputed matter can make its way to the Supreme Court for a final resolution.
“It’s a fire fight. It plays out at the meeting. That’s what I am interested in. It keeps the juices flowing,” said Morrow, who noted that his push into a for-hire chairman is occurring against an increasing backdrop of the two sides going to court seeking an independent chairman prior to the meeting.
The hope is to work for two to three clients a month. But in 2019, he’ll be taking a little down time to defend the gold medal his team of 65- to 70-year-old amateur hockey players (he plays defence) recently won at the Snoopy Annual Senior World Hockey Tournament in Santa Rosa, Calif.