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Will Marsh is general counsel at Cactus, Inc., a Houston-based company that manufactures and sells pressure-control equipment. On the final day of 2022 he cemented for Cactus the acquisition of FlexSteel Technologies Holdings for $621 million.
It wasn’t the biggest deal of his career, but it was certainly one of the more complex — one made all the more difficult by the desire of FlexSteel to complete the transaction in calendar 2022.
Marsh is the son and grandson of lawyers. His father became an in-house lawyer after working at Thompson & Knight. And with his previous experience as chief legal officer at Baker Hughes, Marsh has become one of the most experienced in-house attorneys in the oil and gas sector.
To read a full-length profile of Will Marsh Click Here
Texas Lawbook founder Mark Curriden had the chance to ask Marsh about his decision to choose Bracewell as outside counsel on the FlexSteel deal (Marsh had worked there prior to his present gig at Cactus), as well as his observations about in-house decision-making in general.
Lawbook: What was the process you went through in choosing Bracewell to handle the transaction?
Marsh: I wanted a local firm. While face-to-face meetings are still very limited, I think it is helpful to have counsel that is close to you and have experience working with counsel on the other side. Bracewell checked those boxes and my prior experience with Bracewell was very positive. After leaving Baker Hughes, the decision to join Bracewell was based on the high level of respect that I have for Bracewell and their transactional lawyers. From that standpoint Bracewell was a logical choice.
Lawbook: What are the factors you consider when deciding about hiring outside counsel?
Marsh: I had a preference for staying local. Houston has great options for M&A lawyers. I also wanted a firm with a strong reputation for being easy to work with while standing strong for their client’s position. Bracewell fit those requirements well.
Lawbook: What role does diversity play in your decision for hiring outside counsel?
Marsh: My approach to hiring inside lawyers and outside lawyers is completely merit based. Fortunately, lawyers as a group are a diverse group, so diversity has always taken care of itself. In the Baker Hughes legal department we generally had more women than men lawyers, including on my leadership team, with multiple backgrounds and nationalities. This was simply a result of hiring and promoting the most qualified lawyers.
Lawbook: How has the role of the GC changed or evolved during your career?
Marsh: I believe the biggest change in the General Counsel’s role has been in the area of corporate compliance. I have always viewed the General Counsel as being responsible for protecting the company assets for the shareholders and keep the company in compliance with laws. However, over the last 25 years, I feel like the general counsel has been excepted to set the compliance tone and culture of the company. Obviously that will need the support of executive leadership, but without the general counsel putting the programs in place to reenforce that compliance culture, it likely will not happen. Over the last few years we see that expanding to ESG areas. Again, the whole organization is responsible for ESG, but it seems like executives are relying on their general counsel to oversee and implement ESG efforts.
Lawbook: What has been your best day working at Cactus?
Marsh: The day we closed the FlexSteel transaction has been the best day so far. A motivating factor for me to join Cactus was to be part of a team. The FlexSteel closing was a real team effort from may different people at Cactus. We all worked together and appreciated each other’s contribution.
Lawbook: Are you working on any pro bono or public service matters that you want to highlight?
Marsh: Most of my outside non-profit work recently has been with the Houston World Affairs Council.