Meet Brent Winston, our Senior Legal Counsel, who has been a part of Vertus Group and Jonas Software for over three years. His role is not that of a typical M&A lawyer. Beyond his work during the acquisition process, Brent also acts as a key resource for our acquired businesses post-acquisition, assisting them with solving complex problems, both legal and strategic in nature.
We interviewed Brent to learn more about the unique Senior Legal Counsel role at Vertus, where he gets involved in the acquisition process, and how business owners can better prepare themselves for a sale.
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Tell us about your background.
I did my dual business and law degree in London, Ontario at the Ivey Business School and Faculty of Law at Western University. Afterward, I was fortunate enough to land a summer job at a large corporate firm in downtown Toronto. I realized that it wasn't entirely what I was looking for in my professional career, so I moved to a mid-market firm where I specialized in private equity.
I had no plans of leaving that firm until a recruiter reached out to me and said, "Hey, there's this really interesting opportunity that I have for you." I told them I wasn't really interested, but he replied, "Trust me, I think you want to take a look at this opportunity."
I learned a little bit more about the opportunity and it was for a Legal Counsel role at Jonas Software. I really liked the idea of doing M&A work in-house as well as the ability to do some of the commercial work that comes with working at a business. So, I started at Jonas Corporate, which is our parent company, and worked a lot with Jim Fedigan and Zach Plener throughout my two years there. When Vertus Group was formed, Jim, Zach, and I discussed and thought it was a good fit for me to join Vertus exclusively.
Give us an overview of the Senior Legal Counsel role.
It changes on a day-to-day basis.
Some days are heavily involved with M&A work where we are either doing diligence on a business or negotiating documents in connection with a transaction to acquire that business. Other days I might be helping some of the business units that we have acquired with their commercial contracts whether that is signing up a customer or working with a vendor to get certain services into the business. There's never the same day in a row as lawyers, which is part of why I love the job.
What is rewarding about your role at Vertus Group?
I always had an interest in business. I never wanted to be siloed off into being just a lawyer.
What I find really rewarding is I get to work with our businesses very closely on a multitude of different matters. Not everything that I touch is always strictly legal in nature, there's always a quasi-legal, quasi-business perspective to it. I enjoy the fact that I'm able to help our businesses help their customers.
I also find it incredibly rewarding that I am able to learn different skills that I would not have otherwise had the opportunity had I stayed in private practice, working directly in the businesses. You really get to understand how the business operates and works, as well as meet a whole bunch of people within the business. You get to know those people well and build strong relationships, so I think for me that is probably the most rewarding part.
What is challenging about your role at Vertus Group?
When you are providing assistance to 20 different businesses and you are continually acquiring new businesses, you have to learn and understand how each business operates and what is important to them, because each business is unique. So, you really have to get into the weeds of each business to understand how they operate, and you are also balancing a lot of different items at once. We might be working on multiple acquisitions while certain of our business units are working on the biggest contracts they have ever entered into.
You have got your time being pulled in a lot of different directions, and I think that can be challenging, but it is rewarding at the same time because you're being kept busy and you're accomplishing what you set out to do. Challenges come with their own nuances, but they're not unrewarding.
When do you get involved in the acquisition process?
If you've never gone through the acquisition process, you probably don't understand when Legal gets involved and how Legal gets involved. Any opportunity starts with our BD team reaching out to a potential target, and before any meaningful conversations can be had, we have to have an NDA in place.
So, I start right at the very beginning when we start negotiating the non-disclosure agreement with a target to ensure that the information they share with us is protected and that we honour the protections that the target is seeking from us to ensure that their confidential information stays confidential.
From there, I'm involved with any banker-led or broker-led process where we might have to submit an indication of interest, which turns into a letter of intent, which then shapes the form of our purchase agreements. I'm involved with the diligence that we conduct all the way through to completion. I then help those businesses once we own them with all the commercial work that they need moving forward.
How can business owners better prepare their business for a sale?
There are a lot of different things you can do right from the start when you incorporate your business. A lot of people think that when they incorporate a business, they own that business. In Canada, at least, when you incorporate a business, you just have a business, but nobody owns the shares in that business. You have to pass resolutions in order for the shares to be issued to shareholders.
What you can do early on when you start your business venture is find a really good accountant and find a really good lawyer to ensure that you're able to have your business materials organized on a daily, monthly, and yearly basis. When you enter into a contract, make sure you file that contract away and you get your lawyer looking at it before you enter into it. When you file your taxes, ensure that you work with your accounting team and maybe you don't do it yourself for the first couple of years.
Ensuring that you're organized, truthfully, is the most important thing because when we get looking at a target, the more organized the business is, the easier it is for us to get a good understanding of how the business has been set up and what comprises it, which makes the acquisition process that much faster and easier for everybody.
What makes Vertus Group a unique acquirer?
For starters, we will never strip a business down for parts and I think that mindset impacts how we approach acquisitions.
We're very hands-on, we're very involved, we're very accommodating, we're very understanding, and because we do everything in-house and we don't use external advisors, we're quick. When you're selling your business, you don't want it to be a lengthy or complicated process. You want it to be simple, smooth, and efficient.
It is tough to sell your business. When you have built this thing up over the last 15 to 30 years, it's your baby. I think we understand that fact a little bit differently than a private equity firm or a strategic acquirer that is going to strip you for parts. We get that it is your baby, and I think we're very sensitive to that. As a result of our understanding of the other side's mentality and because we've done it so many times, we make it a really easy, clean, smooth, enjoyable process.
I think that sets us apart from any other acquirer in the space.
What excites you about the future?
We've got unlimited runway. Our mission as part of Constellation Software is to continue to grow. We want to find a way to acquire good businesses, no matter the vertical. I think the fact that there are so many different opportunities to acquire great companies excites me.
While we are already a big company in some people's eyes, we are very small in the grand scheme of things and the idea of continuing to grow the team with the current team in place is exciting.
