Mark Menghini | Former EVP, General Counsel, and Corporate Secretary of Aegion Corporation
Cultural Change | The Truth about Going In-House | St Louis Family of Attorneys | Going Private PE Sale | Earning Respect | Marrying an Attorney | Family & Time at the Lake
I interviewed Mark Menghini | Former EVP, General Counsel & Corporate Secretary of Aegion Corporation on Thursday, September 30th, 2021.
We began the episode with Mark sharing about his father’s legacy in St Louis and how he came to join the family profession as a lawyer. He shared the opportunity opened for him to join the construction law practice at the St Louis corporate law firm Greensfelder, Hemker, & Gale. We discussed his experience with big-ticket construction litigation and the commitment it took both personally and professionally. We discussed his thought process and what perfect combination of events opened the door to an in-house role with Aegion and how, when taking that role, he had to redefine what success meant to be an effective lawyer. Mark provided an overview of Aegion’s business segments and what led to the successful sale to private equity. Mark also shared the Truth about Going In-House and what private practice attorneys should know before making the leap. He discussed personal leadership values and his approach. He shared the story of how he and his wife met and how their family has spent time away at a lake. We wrapped up the show with his aspirations for Hollywood.
Here are some highlights of my interview with Mark Menghini:
You learn so much from the people you practice with and against, some good things, some bad things.
We had a 100-day jury trial and it was one of those mega cases that takes the life out of you, but when you win it, oh my God, what a feeling.
What started me thinking about leaving private practice, was the intense travel and scheduling for court caused me to miss two of my kids’ birthdays in a year.
It was a turning point in my life. I was tired. I’d had great cases and a lot of great success in private practice, and I was now open to the idea of doing something completely different by making a big change in my career.
The value I put on myself is being an effective lawyer for my client. That means understanding the right result for them, and then getting them there.
It’s a big change when you go in-house to figure out how to understand value. You’re not bringing in clients anymore, you can’t point to the fees you brought in or your wins in court to demonstrate why you’re a good attorney.
One thing I would tell someone going in-house and leaving a law firm is there is a lot out of your control. You need to be prepared that you could be in a situation where you did everything right, so to speak, and still, your role changes.
A good leader rolls up his or her sleeves and leads by example. You’d never want to ask people to do something that you either hadn’t done yourself, wouldn’t do yourself, or aren’t doing yourself.
The worst thing a leader can do is ignore problems when they arise with their teams. You can’t kick that can.
I tried to empower my teams to be able to go out there and make those decisions, to not be afraid to trust their judgment, to seek advice when they needed it from me, to work autonomously when they felt they could, and to never feel afraid that I wouldn’t support them with our colleagues or with senior management on one of their decisions.
Links referred to in this episode:
Subscribe to the Podcast
iTunes | Stitcher | Google Play | YouTube | iHeartRadio
Greetings, friends. This is Chris Batz, your host of The Law Firm Leadership Podcast.
In today’s episode, I spoke with a St. Louis construction lawyer turned General Counsel. He was part of the executive team that recently completed the sale of their company that took the company private. We discussed his legal career, his father’s legacy, what he’s most proud of while in private practice and in-house, his approach to leadership, and so much more. If you haven’t already, please subscribe to this podcast and leave a review on iTunes.
We interview corporate defense law firm leaders, partners, general counsel, and legal consultants.
You’re listening to Episode 60 of The Law Firm Leadership Podcast.
Chris: Welcome to The Law Firm Leadership Podcast. I’m your host, Chris Batz, with The Lion Group.
Today, I have the pleasure of speaking with Mark Menghini, former Executive Vice President, General Counsel, and Secretary of Aegion. Mark was on the executive leadership team of three and the top legal executive for Aegion before their buyout this year. He also served as the interim General Counsel and Deputy General Counsel at Aegion. Prior to going in-house, Mark was an Officer and Shareholder with the law firm of Greensfelder, Hemker, and Gale PC, a regional law firm based in St. Louis, Missouri, where he practiced as a member of the firm’s construction law practice group. Mark received his law degree from Washington University School of Law St. Louis.
Welcome, Mark, to The Law Firm Leadership Podcast. It’s great to have you on the show.
Mark: Great to be here, Chris. Thanks for having me. I look forward to it.
Family of St Louis Attorneys
Chris: As I’ve learned, you’re the son of a highly regarded St. Louis attorney. Did you intend on becoming an attorney?
Mark: My mom wanted a doctor, Chris, and I just wanted to get some money from somewhere. It didn’t really matter to me when I was younger. Honestly, I went into undergrad thinking I might go to med school, but when you cheat your way to a C in first-year chemistry class, it’s a pretty telltale sign that you’re not going to become a doctor. So, I switched my undergraduate degree early on to English. I had thoughts of becoming a teacher or a lawyer. I hadn’t really thought it through that far ahead of time. When I was a freshman or sophomore in college, as I got closer to graduating, the thought of going to law school became more and more appealing. When I went to law school I went in thinking I might hate this, but I’ll find something else to do if that happens. I might like it, and then maybe I’ll be good at it. I had an open mind about it. Law school was not something I was ever driven to do. As you said, my dad was very well respected and probably still is a very well respected attorney in St. Louis. I have an uncle who’s an attorney in St. Louis, my older brother’s an attorney in St. Louis, and my older sister is an attorney. I wanted to do something different. Obviously, I’m here 23 years later still practicing law, and I love it. I loved law school. I loved my classmates. I loved the topics. Once I started actually practicing law, I thrived and just really enjoyed the practice of law.
Chris: During your time at WashU, did they give you a hard time because of the reputation of the lawyers in your family?
Mark: Honestly, I probably got a little bit more credit than I deserved from a couple of the professors. There was one, in particular, who was the quintessential, constitutional law professor named Jules Gerard. He was probably 80 years old by the time I went through and an old friend of my dad’s. He was the guy everybody was afraid of among other professors there, and I remember one day he gave me a question in class and I screwed it completely up. I heard about it a week later from my dad. He says, “You know, I played poker with Professor Gerard on Friday night. He tells me he gave you a total layup in class and you completely screwed it up.” I hadn’t studied the night before and wanted my dad to tell Professor Gerard, “Sorry, I’ll try to do better next time.” It didn’t help me any that the professors were running to my dad and telling them how I screwed up in class.
Friends and Mentors for Life
Chris: Talk to me about this transition. Once you were in law school, was the goal to go in-house or go to a law firm upon graduation?
Mark: It was never the goal to go in-house. I always assumed I was going to go to a law firm. My first year summer, my dad actually got me a job with a friend of his who had a very small personal injury firm. I learned very quickly during that summer, that type of law wasn’t something I wanted to do. During my second summer, I started interviewing everywhere. I sent out resumes to a dozen of the major law firms in St. Louis. One night, I was at the Missouri Athletic Club downtown in St. Louis, of which my dad was a member for 40 years. I would sneak over there after work or after school and get a workout and then go down to the bar. I was down at the bar in the early part of my second year of law school and was in the process of looking for a second summer job. I struck up a conversation with an older guy next to me, and we had a beer together. Then, we grabbed a table, just enjoying each other’s company, and had a pitcher of beer together. At some point, he said, “What do you do?” I told him I was in law school and asked what he did. He said, “Well, I’m a senior partner at Greensfelder, a law firm downtown.” Greensfelder wasn’t on my radar though it was a terrific firm, but for whatever reason, it just wasn’t on my radar. I hadn’t sent a resume over there. He says, “You submit your resume tomorrow, and I’ll put it in the right hands and make sure it gets some attention and somebody gives it a look.” The rest is history. I did my interview there and fell in love with the place and the people I talked to that day. I was hopeful that I’d get the offer for that second year summer, and I did. It was fortuitous that I felt more comfortable at Greensfelder from the moment I walked in and met the people by a factor of 100 than any other firm I talked to. And some of the people that I talked to that day are still very close friends of mine. After that summer, they gave me a job offer to come back after law school and I happily accepted it.
Falling into Great Opportunities
Chris: Were you always in the construction practice?
Mark: I was always in the construction practice. During my second year summer, I did general litigation. I don’t have a construction background. I never even worked construction during the summers. I finished my second year summer in the litigation department and they said they would see me next fall. They gave me the job offer and I accepted. A week before I started, after taking the bar exam in the fall of 1998, I got a letter from Greensfelder with congratulations and they included that I would be starting in the construction practice group. I picked up the phone and called somebody because I thought they made a mistake. Apparently, no one in the litigation group was enthralled by me that summer. There were some trades that were made and somehow I ended up in the construction group, which is its own litigation group on its own island. It was the best thing that ever happened to me, Chris. I kept falling into great opportunities at Greensfelder like them starting me in that practice and that guy at the bar. The people in that group were just fantastic friends, colleagues, mentors, and every good word you can say about them is how I would describe them. The people that were there, and the people that are there now. They became my close friends. They became my trusted mentors. They taught me the practice of law and gave me much more than I think I could have gotten anywhere else on the planet, to be honest with you. I became a construction lawyer by learning under them. And that means something to construction lawyers. There are lawyers that handle construction cases and then there are construction lawyers. I consider myself a construction lawyer as a result of coming up under that tutelage.
Are you an Employer hiring Legal or Compliance talent in the next 12-24 months?
We should talk.
Text “Headhunter” to 44222 or Click Here and Complete the Web Form.
Big Ticket Construction Litigation
Chris: In the construction practice, what types of matters did you handle?
Mark: We primarily did commercial construction. We stayed away from residential though, occasionally, we did have a large client that was building a home and asked us to sue a construction company. Those cases never go well. There’s a reason why we didn’t handle them very much. Nobody likes doing construction cases for residential work. I always likened it to a messy divorce.
All of our work was in the commercial space. I was very fortunate because that they had a stable number of clients that were high-class, commercial construction, engineering, and contracting firms. We worked with the big mechanical engineering companies, subcontractors, and electrical engineering subcontractors in St. Louis. Some of our clients were large contracting firms like Alberici and McCarthy or large engineering firms like Jacobs, which gave us a ton of work. It was work that wasn’t limited to St. Louis but was across the country. My practice started out like every other construction lawyer where you’re handling mechanic’s liens and things like that for a couple of years. But I diverged pretty quickly into my career when I was fortunate enough to be put with an older associate. His name was Andy Manual and by the end of the case we worked on, he was a young partner. He and I were paired up on a very large, at that time, $17 million case where we were defending a company called Lafarge, the world’s biggest manufacturer of cement. Andy and I got that case because the older partners in the construction practice were busy with another case for Lafarge which was about a $100 million claim. They just didn’t have the attention to devote to it. I was three years out of law school, and Andy and I had this wonderful opportunity to take this case, soup to nuts, and arbitrated for four weeks in Chicago. Not only was it a terrific learning lesson, but four weeks of rolling up your sleeves on arbitration will teach you a lot. We were against a guy out of Pittsburgh, I won’t say his name, but he was known as the Darth Vader of law in Pittsburgh. When I met him, he proved to be not a nice guy. You learn so much from the people you practice with and against, some good things, some bad things. I learned a lot of bad things about how not to practice law from this guy. He was dismissive, wouldn’t shake your hand, didn’t interact with you as though you’re at his level, and didn’t give you any attention whatsoever in the room. We really had a lot of fun for four weeks trying the case against him.
When we got done, I took a breath. My wife and I got married, went on our honeymoon, and went to Hawaii. The day we checked into the four seasons of Maui, there was a 17-page arbitration award decision waiting for me at the front desk, and my secretary at the time added the cover page in all caps that said congratulations. So we got a complete defense verdict to that case, it was a complicated case to is interesting. In it, we got $4-$5 million in counterclaims that we had developed as we put the case together. The interesting thing about those counterclaims was they weren’t illegitimate by any means, but a good attorney would have pressed the issue and dug into them a little bit to try and discredit them or try to lessen the amount of them. When we got into the counterclaim portion of the case, we had several large binders (back in those days, nothing was electronic). I started to talk about the first counterclaim change order, and this Darth Vader attorney on the other side, stood up and said, “We concede to quantification of all of their claims.” He said, as though they were all legitimate, “We’re not even going to bother taking the time to talk about them and will concede your quantification.” And I said, “Okay,” and I remember the arbitrator in Chicago looking surprised and the rest is history. So, in the arbitration award, we got full value for all of them. He made a point of saying the attorney on the other side conceded, so the quantification of these claims is unquestioned. I’m sure the client had some things to say about that at the time. It was such a great feeling. I’m sure my wife was tired of watching me read it over and over and over on our honeymoon, but this was a long way of saying I was about four years into my career there and it went a long way to putting me on the map as somebody that could be effective in the group.
From that point forward, I was always on a team of four attorneys, all of us were partners, that handled only big-ticket litigation for our clients. We started with a huge case in 2000 that went to trial in 2007. It was a 100-day jury trial in St. Louis, and we got a defense verdict on that. It was crazy. We had a baby in the middle of it. It was one of those mega cases that take the life out of you, but when you win it, oh my God, what a feeling. From there, the next case was a $100 million case in Las Vegas. When you’re a construction attorney, these are big, hairy, complicated cases, and they suck up all your time. The good thing is when you get to work each day, you have plenty to work on. You never have to scratch out hours. The bad thing is there’s just so much to do, and there’s so much travel required. For that case in Las Vegas, I was going there a couple of times a month. It was in federal court and the judge wouldn’t let us just call in for the status conferences. We would get on a plane at 6am in the morning, fly to Vegas, jump in a cab, race to the courthouse, race back to the airport, get on a plane, and fly back home. I missed two of my kids’ birthdays one year doing that because the judge didn’t know but she scheduled things on their birthdays. This is a federal judge, so you cannot ask her to move things around for your kid’s birthday. That’s just part of the job, but that is what started to lead me away from wanting to continue the job when another opportunity came up. I transitioned over to in-house after 15 years.
The Decision to go In-House
Chris: Did you think of going in-house with Aegion or was that opportunity completely out of the blue?
Mark: I never entertained going in-house, Chris, for any company, including Aegion. It wasn’t on my career track. At Greensfelder, they gave me so many wonderful opportunities over the years to take on interesting, complicated matters, gave me the trust to take on those matters, provided me with the opportunity to work with great teams, and I was on committees from the time I can remember and transitioned to the board of directors and the executive committee soon after becoming a shareholder in 2007. I loved it. I considered Greensfelder my home, Chris. My wife was there at the same time and for nearly my whole career there. She came a year after I did. We’re the same age, but she took a year off after college, and so was a year behind at law school. I introduced her to the firm because we were friends at the time. My family and I never thought about leaving, but it began to wear on me after so many years of grinding through cases, missing birthdays, being on a plane, and being away from home with two little kids at the time. When 2013 rolled around, I was embroiled in a trial that was set for that fall for the Las Vegas case and it was taking up all my time. In or near January 2013, Aegion’s General Counsel, David Morris, who was a good colleague when I was there and was a good friend before, called me up. We had lunch one day, and he said, “Look, I need to find a successor, and I really want you to think about coming in. We’ll create a deputy general counsel role for you and groom you to take over the General Counsel role.” I said, “I’m not interested,” because I wasn’t. And I also said, “Even if I was interested, I’m in the middle of this case going to trial this year. I can’t even think about doing it.” I sure as hell wouldn’t walk away from the case I was working on with my closest mentor and friend. There’s no way I would abandon him in the middle of it. Nine months of hard work later, we settled the case in September of 2013. David and I talked and I let him know I was able to come up for air and could take on other matters again. He was still interested in discussing the role and asked if I would give it any more thought. It was one of those turning points in my life. I was tired. I felt like I’d done it all at the firm. I’d had great cases and a lot of great success there. I worked very, very hard to get there and had been on every level of board governance all the way to the top. I felt like I was tired. There was this idea of doing something completely different by making a big change in my career. If it didn’t work out, I always felt I could go back to private practice pretty quickly, and I figured I would know very quickly if I didn’t like it. At the same time, the other side of it was my wife was at Greensfelder too. All of our eggs were in one basket. Not that Greensfelder was going anywhere but it was something to consider when you’re talking with your spouse about financial planning and where things can head. She’ll probably kill me for saying this, but at that time I was on the board of directors and she was running the litigation department which was the biggest department in the firm. As the leader of the litigation department, her specific objectives as a leader, like any leader of any department, aren’t always fully aligned with the interests of the board of directors and where they think the firm should be. Honestly, this is no surprise to her, if she ever listens to this. I would come home, and I’d be fighting all day as a litigator, and then come home and be fighting at night about firm management issues because the board didn’t do something she wanted. I often voted in her favor, but the board’s full vote didn’t go in her favor, probably about half of the time. It wasn’t going to work long-term to keep that up both in the office and at home. There was a confluence of a million things that came together at once that led to me saying to David, “Let’s give it a shot. I’ll try it. I’ll come on in, and we’ll see how it works out.” Like I said before, the rest is history. Eight years with the company and I would have spent my whole career there if not for the recent sale of the company to private equity and the change in all senior management as a result of that.
Defining Value and Being Effective
Chris: How was the transition to redefine what success looked like with one client in-house vs winning trials in private practice?
Mark: Yeah, it was a transition to stop winning cases but still be effective in my role. As you know, a lot of cases are settled way before trial. The value I always put on myself and what I would consider to be a good construction attorney was being effective for my client. That means getting the effective result for them, understanding the right result for them, and then getting them there. Sometimes, you have to counsel your client on what the right result is because they’re looking at it the wrong way. Sometimes they counsel you, and then you just have to move the pieces to get them there. With going in-house at Aegion, while I wasn’t litigating anymore, I was still handling all their cases, or, in essence, quarterbacking the litigation. I wasn’t doing things in court, but I was actively working on those cases outside of court. For instance, when I came in, they had about a dozen big-ticket pieces of litigation across the company, and Aegion does work globally. They had stuff everywhere, and it was all hairy. A few of them were really big cases and time sucks for the company and their counsel, inside and out. It was very, very expensive work.
A Legacy of Cultural Change
One case, in particular, was in the southeast and it was going to be very expensive for the company. Regardless of it going right or wrong, it was going to be very expensive for the company to get the right outcome five years from now in litigation. That was probably the most rewarding case that I handled while I was there because we had so much hair and historical problems with it. I got my arms around it, and what I learned was, a lot of this came from personal animosity between the client down in the southeast, the municipality, and our internal folks. The first thing I did after realizing that was to open up lines of communication with the attorneys inside that municipality, who also had big personality problems with our folks. I had to go down there and eat a lot of crap. I went and said, “Look, I’m new here. Let’s start a new page. I’m not the bad guy. Let’s talk about the case and set the emotions to the side.” That took two or three trips down to this city to get them to the point where they would do that. Once those lines of communication were open, and they understood the past was the past, we all looked at the present and were able to put together mediation which we hadn’t been able to before. Later, I worked with in-house counsel for the municipality that hammered out the details of the settlement that ultimately came to fruition. I realized I didn’t have to go win a case, so to speak, in litigation to feel value. It’s a big change when you go in-house to figure out how to feel value. You’re not bringing in clients anymore, so you can’t point to all the fees you brought in or all your wins in court or arbitration to demonstrate why you’re a good attorney. You don’t have those metrics to point to anymore so how do you prove your value? For me, proving value at Aegion was being that effective person that could get them out of these historical, hairy claims and set them on the right track. The second side of setting the company on the right track was understanding where their culture had issues, in my opinion, and then convincing them, from senior management all the way down, on how to change that culture. We did this by instituting things that would change the culture, the way they approach risk assessment and contract negotiation, the way they approached disputes on projects, and the way they approached litigation. I approach all those things differently than the company did at that time, from the CEO down. During my time there, we had a sea of change in culture shift on those points. It was a lot of hard work by me and the members of my team, who always get the credit for all the good things that happened at the company because they worked their butts off. It was an effective culture change and by the time we sold the company, it was radically different in terms of the way they approached professional contracting, risk assessment, and resolving disputes in real-time and not having things lead to lawsuits or arbitrations that didn’t need to. As the attorneys in-house, we resolved all the things and did the work that we would have done as outside counsel, and that’s where we showed we could be effective for the company and save them money and really change the way the company approached the way it did work and resolved issues. One of the things I’m most proud of is how we were able as the legal team at Aegion to implement those changes and how it changed the culture of the company to make it a much better place
A Global Infrastructure Company
Chris: Can you share a bit of the background of who Aegion is?
Mark: Aegion is a global contracting company that protects infrastructure. When you think about Aegion, you can really boil them down to three segments. One is called their infrastructure solutions group, and they primarily replace aging pipelines, wastewater lines, or sewer lines. When you have a sewer that’s going bad for any given reason, there are two ways to take care of it. Essentially, one way is to dig up neighborhoods and streets from manhole to manhole and put a new pipe in. Or, the other way is to do what Insituform does. It used to be a proprietary method that they developed in the 70s and 80s called cured-in-place pipe. Without going into the engineering details of it, what that means is you basically blow a wet sock from one manual to the other, you fill that wet sock with hot air or hot water that kicks off a chemical reaction, and that wet sock becomes a sewer within the sewer. It fits the existing sewer and provides a 150-year warranty. It’s maybe a half-inch thick, and then you have a guy in a truck that sends a robot in there. He’s got a camera and a saw on that robot. He sits in a truck with two little joysticks, and he looks for all the laterals that come from the homes that go into the sewer. He takes his saw, and puts it right on those little dimples, and cuts them out. Then, you pick up your materials and your equipment and you move to the next manhole. You don’t have to dig up the street or neighborhoods. It’s not intrusive whatsoever. It’s a wonderful way to rehabilitate aging infrastructure.
The next part of the business is called corrosion protection. Primarily, when a company puts a pipeline in the ground, it’s a piece of steel. It’s got a coating on it to protect the steel from physical damage and also from corrosion. But that’s not enough on its own. Once a pipeline is in the ground, or in water, there are a number of things that have the goal to attack that pipeline, get through that coating, and corrode that steel. So, what corrosion protection does is physically attach anodes to the outside of a pipe at various intervals. Then, you attach those anodes to what’s called a rectifier, a little electrical box, and it puts a little impressed current on the outside of the pipe. The current won’t hurt you but it’s enough that all those things I talked about that are trying to attack the pipe go elsewhere. They’re not attracted to the pipe anymore. They’re attracted to something else because of that impressed current on the pipe. That’s about as good as an English major can describe that process. Luckily, I never had to describe it in court. They also had a number of other business units in the platform that did interior and exterior coatings of welds as pipelines were being put in various places throughout the world.
Finally, their third platform did maintenance for refineries. There are 17 refineries up and down the West Coast. They refine oil for California Gas. California gas stations have to live up to a certain refinery regulation for the gas they sell. These refineries produce that gas. If you’ve ever seen or been in a refinery, it’s basically a giant city that’s trying to fall apart and blow up and destroy itself. It’s in a constant state of degradation. So, our third platform was called energy services. We made long-term contracts with 15 of the 17 refineries. Their job was to send crews each day to those refineries and refinery managers would tell them what to fix and which projects to focus on. That’s what they did day in and day out to keep those refineries from falling apart which is a major safety hazard. People working there can get killed and people in the communities can get killed when you have a major explosion at a refinery. It’s a serious business. So, in a nutshell, that’s what Aegion did.
Selling to Private Equity
Chris: That work would keep you busy with the number of civic pipes that are being destroyed or corroded by time. Is that the reason you had private equity knocking on your door?
Mark: In large part, infrastructure is a hot topic right now. Everybody wants to be in the infrastructure business. The private equity company that bought us started the infrastructure fund, which I want to say was a $10 billion fund (but I could be wrong on that). There were one or two other private equity companies that were interested. One, in particular, drove our stock price up. By the time we sold, Aegion had been through seven years of restructuring. We had fixed what we thought were all the historical problems with the company that were holding it back from hitting on all cylinders. COVID hit which delayed that process somewhat. But once we were getting out of COVID, in December 2020, we felt great about the company, and we were excited to see what it could do. We were getting out of years of restructuring and had fixed the problems. It was a well-run company that was going to be profitable again. Private equity saw that and wanted it. We had them approach our board in December 2020 with an offering. That started a process that culminated in the sale of the company in May of 2021.
Chris: Did someone approach you or was it something the company was exploring?
Mark: We had been through a private auction process in the fall of 2019 where we invited a dozen PE firms and strategic partners through our investment banks interview to come talk to management on a very confidential basis. The last thing you want is for the word to get out before you’re ready. At the end of that process in September 2019, we got a number of bids, but none were at the dollar amount that our board would consider, which we agreed with. We were happy with the board’s decision that they didn’t take any of those and they shut down the process. One of those companies is the private equity firm ultimately came back a year and a half later, out of the blue on this, and pitched another offer to our board for a higher amount. That got the conversation started. We were coming out of COVID at the time, and there were still so many uncertainties that come along with that period of time. Here we are, still in COVID, almost a year later. In December 2020, we hoped that there was a silver lining, but the vaccines hadn’t been out yet. There was no telling when exactly they might get out and how effective they’d be, and what the world would look like in the next year. When they approached us, the board couldn’t say no as the number they came with was a very good number. We engaged in discussions that ultimately led to a deal getting hammered out at a higher number than that on February 10, 2021. We signed a deal with that private equity firm called New Mountain Capital.
Mark: Interesting process and one that I had not been through as a construction litigator.
Sherman & Sterling as Valuable Outside Counsel
Chris: Do you have any advice for attorneys who may need to go through that process in their career?
Mark: You want to work with a really good firm that has been through the process and can steer you appropriately. I was very fortunate to work with some fantastic attorneys at Sherman & Sterling led by John Marzulli out of their New York office. I’ll tip the cap to them publicly here as I have done privately. They did such a great job, not just running the deal, but also ensuring I was fully educated as the Chief Legal Officer for the company. I knew what was coming, what needed to be done, and how we should approach things because they fully engaged with me on a daily basis for five months until we got the deal across the finish line on May 15. They were up all hours of the day and night at my beck and call. No question I asked was too stupid no matter how many times I would ask it. They were really fantastic attorneys from both the technical standpoint of running the deal as our outside counsel, and ensuring that I understood it. I understood, as a CLO, what the company needed to be considering well in advance of when it had to be considered. Now, a lot of that was hard work on me and my team’s part too. We ensured we knew what was coming and were prepared for every step of the way of the process. I can’t say enough about them.
An Easy Transition
Chris: Mark, you’re currently looking for a new role, correct?
Mark: Yes, I am. When we closed in May, a number of us at the senior level signed transition agreements, where we would leave the company after a matter of weeks. My transition agreement ended on July 31. New Mountain brought in a new CEO who brought in his team that he’d been with for the last 15 years. They are good people, all of them, and I enjoyed working with them for a short period of time. It’s always a strange feeling when you’re transitioning your job to somebody else, but they were very professional and very pleasant people to work with. I enjoyed the process as much as you can enjoy giving away the baby that you put so much time and effort into over eight years. We were proud of where we got the company. We were proud of the result of the sale. I approached it like a business transaction. The first day the new CEO came in, I told him I understood and that I agreed he should be bringing in his team to feel comfortable and have that trust with the people you work with, especially your chief legal officer. There are no hard feelings on my part. That’s just part of the deal.
The Truth about Going In-House
One thing I would tell someone going in-house and leaving a law firm, especially an established practice at a law firm is there is a lot out of your control with going in-house. When you go in-house, you could be working for the General Counsel and that General Counsel gets hit by a truck, or a new CEO comes in and brings in his team that he’s been with before, or, suddenly, the board is looking to sell the company, or private equity companies are looking to buy you and they come out of nowhere and it sets off a sale process. None of these things are in your control as in-house counsel. And, it shouldn’t be because people need to be making decisions at that high board level, especially on a public company being taken private. But you need to be prepared that you could be in a situation where you did everything right, so to speak, and still, your role changes. When you’re at a law firm and you do everything right, you get promoted, you get more clients, and you get good results. You spend your career there, and you get the gold watch on the way out 30 years later. In-house, you can do everything right and be the best damn attorney in the world, but there are a lot of things that can happen and you no longer will have your job or your job will be in jeopardy. And, it doesn’t have anything to do with you. You just have to understand that as you go in-house with your eyes open. I did understand that, but probably not to the extent I should have. When we were doing our pros and cons list, I wasn’t really thinking in those terms. Even if I’d known what I know today, I would still make the exact same decision I made in September 2013. Like you said, for the first time in my whole career I’m looking for a job. We’ll see where a few different things head that I’m working on.
Earn Respect on a Daily Basis
Chris: How do you define leadership?
Mark: As I get ready to potentially be interviewing with a couple of companies here, to me, leadership is all about acting by example. It’s might be trite but a good leader is somebody that earns the respect of the people that he works for and with, and earns that on a daily basis. A leader demands that those people that work for him, treat everyone else with that same level of respect. You’d never want to ask people to do something that you either hadn’t done yourself, wouldn’t do yourself, or aren’t doing yourself. A good leader rolls up his sleeves or her sleeves and leads by example. A good leader is trustworthy and honest. It can lead to some uncomfortable conversations with the people that you’re leading, but they’re better for it, you’re better for it, and your team is going to be better for it. The worst thing a leader can do, in my opinion, is ignore problems when they arise with their teams. You can’t kick that can. Not only is that not good for the person who’s having the issue that should be addressed, but it’s also not good for the company, and it’s not good for the team you’re leading. If somebody is acting in a way that isn’t appropriate for the team you’re leading, they’re all seeing that, and they’re reacting poorly to it too. It creates a bad environment. You have to be honest with people about where they stand in their careers. You can’t tell everybody that comes through the door that they’re the next general counsel. They aren’t going to go certain places in their career because of a number of different factors depending on who they are and what the opportunities are in their career. But if you’re honest with people, treat them with respect, give them great opportunities, and empower them to perform, you get great things from them.
Empower your Team
As I led the legal team at Aegioin, I always tried to empower my team. I never wanted people to feel like they couldn’t take a chance on something because I’d get mad at them. I’m not a yeller or screamer. I’d rather people be taking chances and making decisions and moving things forward for the company than locked up and afraid to make a decision, afraid to make a call, and leading a culture of “No.” I tried to empower my teams to be able to go out there and make those decisions, to not be afraid to trust their judgment, to seek advice when they needed it from me, to work autonomously when they felt they could, and to never feel afraid that I wouldn’t support them with our colleagues or with senior management on one of their decisions. A good leader points to the team for the successes and points to themselves for the bad things. I always wanted my teams at Aegion and Greensfelder to feel like their leader was going to have their back. Their leader was going to let them grow in their profession, let them take chances and trust their own judgment, and wasn’t going to micromanage them. Anytime they wanted to come in my door, sit down and talk about anything, whether it was work or personal issues, and just get something off their mind, they were welcome. I felt like I had that with my legal team when I left Aegion and I hope they felt the same way. I hope they all progress in their careers, professionally, personally, etc. If I ever get the opportunity to hire some of them back I absolutely will so long as I’m not violating a non-solicitor, non-hire clause. At some point, careers could intertwine again.
a St Louis Love Story
Chris: Let’s pivot to families. So, you married a lawyer. Did you two meet at Greensfelder?
Mark: Do we have another hour so I can share the story? We met on a cruise during our senior year of high school. I went on a senior cruise for spring break with 100 kids from Limburg High School in St. Louis. She joined that cruise with eight other girls because their parents didn’t want to send them to Mexico on their senior trip. Somehow they got the brilliant idea that their girls would be better off on a trip with 100 Limburg kids that they didn’t know instead of going down to Mexico with all their friends. Back in those days, cruises gave you a table assignment where you ate every night, and Wendy was at my table. I’ll get gushy for a second. I remember when Wendy stepped on the plane to fly to Miami for the cruise. I remember seeing her get on the plane and what she was wearing, and I thought she was somebody I’d like to get to know. During the cruise, we were assigned to the same table for meals and we became very good friends very quickly. We went to prom together that year. Turns out though, our sisters, who are eight years older, played softball together when they were kids. They were on the same team and the moms would pass Wendy and me around. We were the babies in the stands on the team. Our parents knew each other and had known each other our whole lives and we never realized we had met. We were very close after that cruise. Then, we went off to college and I went to Northwestern while she stayed in Missouri schools. We stayed in touch. We weren’t dating or anything, and we met again in law school. I found out that she was coming to law school at WashU the next year and called her up. We spent a lot of time together. I introduced her to Greensfelder because I knew she’d love it and fit right in. At some point, after she came to Greensfelder, things developed in a different direction, and the rest is history.
Chris: It’s really neat to know that you guys knew but didn’t know each other as children through the parents.
Mark: She’s literally been stalking me my whole life. It’s embarrassing to say that but it’s obviously true.
Chris: She was the head of litigation at Greensfelder, correct, and then went in-house?
Mark: She actually had transitioned to the board of directors at Greensfelder. Two years after I left the firm, she left and joined Scottrade’s legal group. Scottrade was bought by TD Ameritrade and they kept her on in the legal group. She’s fantastic at what she does. At some point in that process, she continually asked TD Ameritrade to provide her with a business role. She always wanted to get into the business side of things, and they did. Not surprisingly, they saw some merit to that, and they created a Head of Retail role for her. I’m probably butchering what it was actually called but it was her dream job. Six months later, Schwab came in and gobbled up TD Ameritrade and changed everything back though she was able to stay on the business side. They put her in charge of the integration for six or eight of the streams of integration between the two companies. So, right now her focus is on that integration. She works her butt off and has gotten great results and deserves all the accolades that she could get.
Family and Time at the Lake
Chris: You guys have two kids too, correct?
Mark: We’ve got a 16-year-old son, Jack, who is a junior in high school, and a 14-year-old daughter, Sydney, who is in 8th grade.
Chris: What are you doing as a family to try to blow off steam and get away from work?
Mark: We have a lake house that’s one hour away on a nice size lake that allows motorboats, jet skis, and things like that. We bought it six years ago, and when COVID hit that was our home away from home. We were down there constantly. This summer, we were down there nearly every weekend, from late April until September. The kids are getting to that age where they’ve got that fear of missing out and don’t want to miss out on whatever’s happening Friday night. They don’t always want to go to the lake now, and that’s a little frustrating, but for the most part, it’s been fine still. They bring down friends. We also have close friends that have a place down there with kids that are similar ages to ours. They’ve all grown up together and are like cousins or best friends. It’s just a constant full weekend of seeing kids having fun, which I love. They’re not looking at their screens. They’re out there jet skiing or wakeboarding, which is great.
Hollywood Movie Star
Chris: Mark, if being an attorney hadn’t been an option for you, what else would you have done in life?
Mark: If I had my druthers, somebody from Hollywood would have called me up one day and said, “You don’t need any technical training. We want you to come be an A-list movie star right now, and we’ll put you on the cover of People.” I always thought acting would have been the best job in the world, but I had no interest in going to theater school or being in plays. However, I love to act. Looking back on it, my lack of interest was probably because I didn’t know the kids in those theater programs, even though Northwestern had great theater programming when I was there. I had friends that ended up being in movies and TV shows and became household names. For me, I never saw that as a long-term viability for me, but looking back, if I could have done anything else in the world, it would have been being an actor somewhere and living that lifestyle. The problem was there are a lot of struggling actors, and I’m pretty sure I would have fallen into the struggling actor camp and that that just didn’t appeal to me whatsoever at any point in my life. I’m still waiting for the call from Hollywood to just come out of nowhere and put me at the top.
Chris: If you were to step straight into acting in movies, what genre would you choose?
Mark: I’d love to do comedies. I think it’d be so much fun. I was just talking the other day with a friend of mine about the movie Cannonball Run from 1981. The cast of that movie includes some of the all-time great funny people from the 70s and I could only imagine how much fun it would have been to shoot those scenes day in and day out. Can you imagine working with that group of people, all funny people at the top of their game and just having a wild ride? There are a million different movies that we watch as a family and that we like, but any comedy would be great. I’ve never been much for a drama guy and don’t think I would want to be a dramatic actor. I don’t think romantic comedies are in my cards either.
Chris: Mark, it’s been an honor and a pleasure today. Thank you for your time.
Mark: This was just great.
Thank you to everyone who listened to this episode of The Law Firm Leadership Podcast.