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Forterra GC Lori Browne spent six years battling the German company that on Christmas Eve 2014 sold the water and drainage pipe maker to private equity fund Lone Star for $1.3 billion.
Mergers and acquisitions that end up in high-stakes litigation are often about two issues: the fine print of the transaction agreement and the intent of the buyers and sellers. No one knows this more than Browne, who won the case in 2020 with the help of two friends and partners from Sidley Austin.
Texas Lawbook founder Mark Curriden had the opportunity to speak with Browne about what she looks for when hiring outside counsel, how her job evolved during those six years of litigation and what personal experiences have have most impacted her life.
To read Mark Curriden’s full feature profile of Lori Browne Click Here.
Texas Lawbook: How has the role of the general counsel evolved during your six years on the job?
Lori Browne: The role has evolved substantially over time. In the beginning, I was setting up the legal department for a carveout of several very large businesses, some of which had not been managed together in the past and which involved identification of key needs and rapid execution of a plan all while meeting the needs of an operating business – a little like trying to change the tire while the car was running. We then rapidly shifted into a phase of relatively intense M&A, during which we executed a number of strategic acquisitions and divestitures and positioned the company for a 2016 IPO.
After a successful IPO, the company suffered some operational challenges and suffered setbacks, which forced more of a focus on transactions meant to strengthen the portfolio, fighting off significant litigation related to the stock drop, as well as significant management changes as every leadership position except mine experienced change over the next two years. With those changes and a new team in place, my position then shifted to working with the team to manage the fundamentals of the business well and build a great culture within the organization, and the company began to see significant improvement in 2019 with positive momentum coming into 2020, just as the COVID pandemic hit.
Late in 2020, my role shifted again as our board considered overtures from various sources to purchase the stock of the company, in a process the culminated in the company signing a merger agreement with a strategic private buyer that is expected to be consummated later this year subject to standard regulatory approvals. All this to say, the last six-plus years have been quite the ride.
Texas Lawbook: What are one or two life-impacting experiences you’ve had?
Lori Browne: In college, even though I was on a scholarship, I was given the opportunity to study abroad for a summer. I not only caught the travel “bug” (I want to go everywhere) 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. On the sadder side, I lost a very dear and longtime friend who was my age to breast cancer three years ago. That experience has really caused me to try hard to maintain positive relationships with people I care about (i.e., forgive and forget because nobody is promised tomorrow) as well as to be more understanding of people and their foibles generally and grateful for my relationships. I am so enormously grateful to have a close family and dear friends who cheer for me, cry with me and keep me sane through this crazy life we all lead.
Texas Lawbook: What do you look for in outside counsel?
Lori Browne: I think competency and responsiveness are a given, but I look most for ownership and creativity. By ownership, I mean that I want my outside counsel to be thinking about the deal/issue/case as much or more than I am, so that they are reaching out to me to tell me what is going on and discuss our next steps rather than me reaching out to inquire about where we are on a matter. This goes hand in hand with creativity, because if outside counsel truly has ownership of the client’s problems, they are deeply involved and constantly thinking about the issues and can be creative to think about different ways to solve the problem.
Texas Lawbook: What does outside counsel need to know about you?
Lori Browne: I expect great communication and don’t want to be surprised by anything (whether an outcome or a bill). I think great outside counsel can put themselves in the shoes of their in-house client and realize that the business wants and needs to know what to expect in order to plan ahead. They should probably also know that I really value creativity in problem-solving and that counsel does not bring me a problem without having thought about the possible solutions. Finally, I learned from a mentor when I was in private practice that counsel owes the client a recommendation – there can be an analysis of the pros and cons and possible consequences of each possible action, but at the end of the day this client is paying for a recommendation and our best advice. I do this in my job every day for the company, and I expect the same from outside counsel.