Lori Browne was seven when the father of one of her friends had decided to go to law school at the University of Texas in Austin.
Admittedly curious and “fairly precocious,” Browne was constantly asking the neighbor what he was studying. He told her about the law and cases he was learning about.
“He offered to take me to one of his law school classes,” she says. “When I attended, the professor made a big deal out of having a young kid in the class, and I listened and even understood some of the lesson. Of course, from that minute on, I wanted to go to be a lawyer, which was a big change from wanting to be a rock star.”
Seventeen years later, Browne herself graduated from UT Law, and she is now the general counsel of Irving-based Forterra, a manufacturer of pipes and infrastructure products. The company employs more than 5,000 people, operates 85 manufacturing facilities and has a market cap of $922 million.
“If you drive by a construction site and you see big pipes, that’s us taking the water away from the road,” she says.
Since joining five years ago, Browne has built the legal department from the ground up. During her first two years on the job, she led six transformative acquisitions valued at $1.25 billion, engineered the sale-leaseback of 49 different real estate properties to generate more than $200 million for those acquisitions and consummated Forterra’s initial public offering on the NASDAQ.
During the past 18 months, Browne witnessed a complete turnover in Forterra’s senior management, which meant she had to on-board all of the new executives and half of the members of the company’s board.
“I learned from all the red ink on all my work that good is never good enough and there is always room for improvement. I am somewhat infamous for all my edits even now.”
Browne led the company through the myriad legal aspects of a complex set of strategic asset swap deals designed to realign the company’s geographic footprint and accelerate profitable growth. Browne supervised more than 40 active litigation matters, including a $100 million purchase price adjustment arbitration, securities and derivative actions related to a drop in the company’s stock price and several business litigation matters. And she expertly guided Forterra through cyberattacks that could have been the death knell for many businesses.
Despite this increased caseload, Browne’s hard work to manage costs reduced outside counsel expenses by 38% on a year-over-year basis. Just this month, Forterra was able to announce the successful resolution of the securities class action against it, an early resolution which was viewed very favorably by the company.
“Lori is incredibly bright and strategic and — although trained as a litigator — manages transactions as though she began her career doing corporate work,” says Sidley Austin partner Angela Zambrano.
“Lori has some of the best interpersonal skills that I have ever seen in a general counsel and can read a boardroom with the best of them,” Zambrano says. “She saves her company large amounts of money every year as she employs her excellent judgment to lead Forterra through its various legal matters.”
Citing her accomplishments, the Dallas-Fort Worth Chapter of the Association of Corporate Counsel and The Texas Lawbook are honored to have Browne as a finalist for the 2019 DFW General Counsel of the Year for a Small Legal Department.
The 2019 DFW Outstanding Corporate Counsel Awards are set for this Thursday, Jan. 30, at the George W. Bush Institute. The finalists will be honored and the winners announced at the event.
“Lori is able to connect with and relate to all types of people – senior executives, employees, business people, outside counsel and opposing counsel,” says Vinson & Elkins partner Matt Moran. “She also has an in-depth understanding of the business and is a super quick study on complex legal and regulatory issues that touch the various aspects of Forterra’s business.
“She understands that there is often more than one possible solution to a given problem, and she has the creativity and leadership – along with the legal and business acumen – to identify and implement the right solution under the circumstances,” Moran says.
Browne grew up in Austin. Her parents worked in state government in IT-related roles.
While studying English and history at Texas A&M, Browne had the opportunity to study abroad for a summer.
“I not only caught the travel bug, I want to go everywhere,” she says. “But I think it really opened my perspective to how different other places can be and taught me not to make assumptions about others without trying to understand them.”
Browne went to law school at the University of Texas and had classes in the very room where she was first exposed to the law two decades earlier.
In 1999, she joined Fulbright & Jaworski’s litigation practice. In 2002, she jumped to Weil, Gotshal & Manges.
“I obviously worked hard during those years and was able to learn so much from the amazing lawyers with whom I worked,” she says. “I learned from all the red ink on all my work that good is never good enough and there is always room for improvement. I am somewhat infamous for all my edits even now.”
In 2007, Browne decided she wanted a “change of pace from the firm lifestyle,” and an opportunity to be the general counsel of FairPay Solutions, an Addison-based, small venture capital-backed company that came her way.
“I thought I would enjoy being in-house because of the ability to focus on a single client and really understand deeply the interconnectedness of issues, but had no idea how much I would enjoy being part of the business team and helping to solve problems and enable the business to move forward and achieve its goals,” she says.
“I truly love being a trusted member of – and advisor to – our management team,” she says. “It is enormously fulfilling and rewarding.”
Browne says she was ready for a new challenge in 2015 and was specifically interested in joining a publicly traded company. That’s when a colleague told her about private equity-owned Forterra, which was looking for its first general counsel to form a legal department from scratch.
“They wanted to do some M&A and possibly take the company public,” she says. “The opportunity seemed almost tailor-made to fit what I was craving, and I interviewed for the position and was lucky enough to be selected, and I started the week that the private equity firm bought the assets.”
Browne hired two lieutenants, negotiated critical contracts to stand the company up as a separate entity, led Forterra’s efforts on six strategic acquisitions valued at $1.25 billion and closed the sale-leaseback transaction involving the 49 different real estate properties.
“And 18 months after I started, we successfully completed our initial public offering of stock on the Nasdaq,” she says. “Ringing the bell to start trading in New York is a particular favorite memory. That was an experience of a lifetime. I called my mom and dad to make sure they were watching CNBC.”
Forterra faced operational challenges following its IPO that caused results to not meet expectations. As a result, the company faced a securities class-action lawsuit.
Working with outside counsel at Sidley Austin, Browne either successfully defended or satisfactorily resolved the key stockholder litigation arising out of those challenges.
Then there are the issues that all companies face, such as cybersecurity.
“Over the last year, Lori has personally dealt with several different types of cybersecurity threats and knows the intricacies of preventing breaches, handling the aftermath of an attack, working with outside auditors, as well as advising the board regarding appropriate countermeasures and public disclosures regarding such threats,” Zambrano says.
Browne says her biggest challenge, however, has been the significant changes in the Forterra management team over the last couple of years.
“The entire C-suite has turned over except for me in the last two-and-a-half years, and the change that so many new leaders bring to the business has been demanding,” she says. “In my role, that is especially true, as you need to build a relationship of trust and confidence with your peers in order to be able to effectively advise them. That said, I think the changes have positioned the company to do very well in the future, and I am very excited about our new direction.”
Zambrano, who nominated Browne for the award, says her friend and client is wise beyond her years.
“Lori is an effective decision-maker who seeks to maximize value to the company’s shareholders by minimizing risk to the company and aiding management in the efficient achievement of its key goals,” she says. “Lori quickly understands issues and confidently weighs risks and objectives. She is keenly aware of the importance of adding value on any number of business issues, and her contributions go beyond being a legal resource for the company’s various stakeholders.”