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Michael Collins: Welcome. Our guest today is Michael Reilly. He is an executive and board director with 35 years of legal experience. He began his career as a judicial clerk for the U.S. Court of Appeals before working for global law firms like Sidley Austin. Michael later moved to in-house counsel, working for global brands such as Zeneca Syngenta before ultimately reaching the role of GC and chief compliance officer and secretary for FMC, before he retired just this past year. Today he serves as a board director for Wilbur Ellis. Michael, welcome.
Michael Reilly: Michael, thanks so much. It's really a pleasure to be here.
Michael Collins: Absolutely. Very excited. Would you start by outlining your career journey, please, Michael? what led you to law school and ultimately to corporate and board leadership roles?
Michael Reilly: Sure. I grew up in the New York City suburbs. being a lawyer was not something as a very young person I was really thinking about. I'm the first person in my family to go to college and I did a study abroad program with the Rotary Exchange program in my senior year of high school, and I studied for a year in France. And I got to live with a number of host families where the parents were active business people in international or in small businesses. I took the L S A T. I started applying to law schools. And it was only there that it became concrete in terms of what being a lawyer would be. I did go to law school. I had a great experience at Harvard. probably the most intellectually challenging experience that I've ever had in my life. after law school I clerked as a judicial clerk on the Seventh Circuit Court of Appeals for a judge named Kenneth Ripple. it was a great bridge to go from being a law student to starting to See the real impact and workings of the law in action in the courtroom setting. I started as a litigator after my clerkship, first at Sidley Austin, in New York City, doing primarily environmental work. it was the early days of Superfund, literally these were talking about d garbage dumps and things like that, how to allocate very large sums of cleanup responsibility. I did some commercial litigation as well. I eventually moved down to Philadelphia, joined the Ballard Spahr law firm, doing environmental law, So that was a first opportunity to understand the negotiation side of legal practice I eventually went in-house for primarily quality of life reasons. nothing wrong with in-house or with law firm practice, but for me and my wife it was a decision to go in-house and I joined the environmental law department of what was then Zeneca it later became known as AstraZeneca after a number of transactions that it went through. And it was there I was starting to understand how law departments operate. After a couple of years of working in the environmental law department, I made a big career jump to be a commercial lawyer and join a commercial business as the advisor to what was then Zeneca's agricultural business. I ended up moving and I joined FMC Corporation based in Philadelphia. It's a global agricultural sciences company now. But at the time it was a diversified chemical company And while that was much smaller than it is now, it still had a global footprint. During the next 20 plus years that I was with FMC, I had the good fortune to be part of a tremendous growth story, and the company transformed itself into the pure play agricultural company that it is today. And ultimately I was given the opportunity to become general counsel, which I took that role in 2019 and stayed on until my retirement in July of 25. it's been a wonderful journey. And since retirement, I've had a chance to reconnect with the agricultural industry by becoming a member of the board of directors of Wilbur Ellis Company, which is One of the top independent retailers and distributors of agricultural inputs for growers in the United States. it's been a wonderful journey and legal career and I'm hoping my future and whether it be through the board of directors work or other opportunities that still may present, will be equally satisfying.
Michael Collins: Absolutely. You mentioned, first college degree in the family. not a bad
Michael Reilly: Yeah.
Michael Collins: start at Columbia and Harvard.
Michael Reilly: I guess the standards at Columbia and Harvard were a little bit lower back then. But I was truly blessed and had some great opportunities
Michael Collins: Yes. where did the interest in environment and in ag come from? was that just coincidence, sort of the work that you picked up initially in the law firms at the beginning of your career or
Michael Reilly: I made an affirmative decision that I did want to practice environmental law and it came primarily from my love of nature. I am an Eagle Scout and really enjoyed being in outdoors and certainly seeing the impact, at that time, Clean Air Act, Clean Water Act were relatively new statutes I was aware of the positive impacts that law was having in terms of cleaning up our nation's waters and our air So for me, when I started interviewing with law firms and then heard that they had set up environmental practice groups, that really intrigued me as a nice intersection between my own personal interests as well as a way to have a career applying the law in that area. the ag part just happened because I was at Zeneca, it had an opening in the business. if the opening had happened in the pharma business that Zeneca had at the time, I may have jumped in that direction instead.
Michael Collins: That's great. what was that process like in transitioning from a law firm to corporate in-house counsel? You mentioned a quality of life factor.
Michael Reilly: It is a very demanding career, especially when you're an associate at a high tier firm like Sidley Austin or Ballard Spahr and I was getting very positive reviews that I was on track to be a partner. But I certainly looked at the younger partners especially at the firm and the
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burdens that they had and it didn't seem like the hourly billing expectations were going down My wife is also a lawyer. she has followed a very similar career path in many ways. And between the two of us when we had our first kid, it was like this is really going to be a rough family life situation. So I started exploring going in-house. I had met some inner house lawyers as I was working on cases at the law firms. And they did seem to have a more manageable quality of life, and they also seemed to have the ability to get engaged in managing problems before they became a problem. the good thing about being an in-house lawyer is that you can hopefully get close to the business partners and help them structure their deals or manage how they run the business in a way that you can get ahead of it and prevent a compliance problem in the future or a litigation situation. And that really appealed to me.
Michael Collins: I've heard mixed feedback on how useful the outside counsel experience was in coming in-house. and also the clerkship that you had early on. how did you feel that equipped you for the work that you were doing?
Michael Reilly: I've found it to be very useful. especially in recent years, a big part of the in-house lawyer role is managing spend because the hourly rates of many outside firms have skyrocketed And can be very expensive. And I think having worked at a law firm, an in-house lawyer has an understanding of what the dynamics are, the economics of how every firm is. there are certain ways that firms need to make their money. And I think having worked at a law firm. brings insight to have a very frank conversation with your outside firm on how to manage it in way that stays in budget for the company counsel. as far as being a clerk, I had to advise or manage outside litigation, just understanding how judges think And how the strength of legal arguments can help sharpen and refine and understand how cases go from the beginning of preparing and filing a complaint all the way up through an appeal, for me has been very helpful. the other thing about in the appellate court situation is, you read the briefs beforehand, but you still have oral argument. And for me it provided a real life lesson that there are many opportunities to still persuade. and do a good job preparing and making that argument, whatever it may be.
Michael Collins: It's great. Yeah, I've heard the value of the way that lawyers are trained to think and to communicate is really helpful in multiple different roles. you mentioned the evolution of your career. what sort of a day in the life like at FMC?
Michael Reilly: the great thing about being a general counsel is that it was a very general practice. And every day there was something new that came in. And that's not to diminish the people who pursue careers who become the very deep experts, I think a general counsel has to have a comfort level and a degree of knowledge. in so many types of legal structures and laws that impact the operation of a company And How the company is performing. If it's a board meeting coming up, If I particularly have a presentation to make, I'm making sure that's ready. But also as a general counsel, it's secretary part of the job is the administrative side and herding cats and making sure all the other people who are doing presentations get them in and uploaded into the system so that the directors have sufficient time beforehand. I spent a lot of time, especially in my later years as general counsel on managing the budget. I had a great finance office manager person who worked with me on a lot of very important initiatives that we did as a legal department to streamline and be more efficient, and manage our costs So those were the ordinary things and it would really just happen. It would depend on what was the most pressing matter on a given day. And of course, God forbid there was an emergency that arose, then you drop everything else and gather with the team and try to handle that.
Michael Collins: That's great. Taking a step back, what do you think management saw in you at the various organizations that you've been a part of that, sort of played a part in advancing in your career? What do you think you do differently that made you stand out?
Michael Reilly: hard to put a finger on it. I do think attributes that have helped me in my career are that I'm a curious person. I'm always interested in learning more about whatever the situation is. I remember at Sidley Austin where we were representing a company that made thermometers. I spent time learning how to make a thermometer every step of the manufacturing way so I could write an affidavit. really understanding our business from every aspect. FMC has a discovery operation working with scientists. how do we discover new compounds? how do we then manufacture How do we ship it? how do we sell it? I loved every aspect of understanding the business that I was working with. And for me, that's what made my in-house career so satisfying, just really partnering with the business folks and at the same time bringing a legal perspective so that I could help them get ahead of things and doing it in a way that hopefully was constructive.
Michael Collins: Man, I was very surprised in these conversations how often legal leaders and compliance leaders talk about understanding the business deeply, the product, the service, the customers, the market. I didn't expect that. I thought with everything that you have on your plate that you've outlined as a GC that there wouldn't be much room for understanding a sophisticated industry like chemicals and ag. so I think that's awesome. Is that a difficult balance to really dig in and to learn those details when you've got so much else going on?
Michael Reilly: Well, fortunately I've had the benefit of a longer career. when I was first at Zeneca Ag Products, my boss at that time, she arranged for me to go on with a sales rep and tour around the North Carolina
backcountry. and just see how deals were made and understand how we work with our distributors and that That grew incrementally over time as certainly projects provide great opportunities to get to know people, you really have to understand the business you're buying. and hear the due diligence and be open-minded. I think just being open to constantly learning and being a bridge and helping people, I think that's the lawyers operate in a company, at least the way the businesses I've worked in, They're kind of a hub between a lot of different other functions. And I think that's an important and valuable role that we can play to share information in the organization as I grew in seniority, a new person in manufacturing may not know all about the roles of procurement, may not know all the regulatory rules. So I can help mentor that person and put them in touch and vice versa. those are some of the things I think that have made it useful for me.
Michael Collins: Love that. How often is legal proactively involved in and involved early? do have to inject yourself and make yourself a part of those relationships and decisions?
Michael Reilly: Yeah, I'd really think it depends on the company and I've had the good experience that lawyers were part of the leadership team and were part of hearing the big decisions that the business was about to make. And I think that served me really well, and I think I hopefully served the company really well too, that I could try to hear about a particular thing, and try to Find out a way, how does this impact a legal issue? I do know that there's some organizations where unfortunately lawyers don't have a seat at the table. some of them are very successful operations, and so that's clearly it's not a must-have. but it's a choice that I do think companies that do have lawyers seated at the table do benefit from that. But it also does require a lawyer who has a real business partner mindset. And I think that has been a trend. I've noticed that in the industry legal reading and talking to other general counsels that they all have an important seat at the table and they're all being heard.
Michael Collins: That's great and a perfect segue. You mentioned lawyerly, you mentioned stereotype. What are the common misconceptions that peers have, that the executives and the board may have about legal leadership?
Michael Reilly: there are some stereotypes. I think part of it comes also from the experiences that business leaders have had, where unfortunately perhaps they've had interactions with inside or outside counsel who have not been business partners. And that will either prompt the business leader to kind of not involve the lawyers until the last possible minute or to even exclude them totally. I believe the preferred ideal for an in-house lawyer is to be a great business partner. And I think If the average business person has that stereotype in their mind, it's the obligation of the business lawyer to try to disabuse the manager, in terms of how to see how the lawyer can actually play a big role and contribute very effectively in their objectives.
Michael Collins: One of the questions I've been asking, curious about how do you feel out how much your executive team wants you to be a part of of business decisions and that proactive approach versus more of a reactionary, defensive, legal posture? Is that sort of something you pick up indirectly through the culture and communication there? Or is there a more explicit conversation about? the risk appetite and the priorities and how they want you to play a part.
Michael Reilly: I think it depends, on the CEO. fortunately I've been given the opportunity to work with CEOs who've always welcomed lawyers to be present in the room. I think a lawyer has to be mindful though just like every meeting that you go to, wherever you are in a corporate setting of knowing when to speak up and how to speak up and not to do it excessively. And sometimes you speak up after the fact or you write an email or a memo. so I think that's the place where I've seen some lawyers and I've had to mentor people to get in a different track is they might be pushed out or isolated if they're hogging the conversation or if they're speaking up too much or Getting into areas where it's really not our place. And while lawyers often think that we're the smartest people in the room, and in many cases where we have the most degrees of a person in the room, that's not carte blanche for us to take over the conversation. I think if a lawyer were to get out of bounds and really into places where they don't have a recognized expertise, That can also backfire as well.
Michael Collins: Absolutely. What are some different ways that you've seen the corporate legal function evolve over the course of your career? Maybe outside of the broader macro things like work from home and AI and COVID and whatever.
Michael Reilly: I do think even though you mentioned AI is not front and center, I think technology has been a big driver in terms of how I've seen the legal industry evolve over time. I'll indicate another clue as to how old I am when I first was summer clerk and working at Sidley Austin, like we had a typing pool where I would handwrite
Michael Collins: Yes.
Michael Reilly: documents and people were busy typing away and would turn it back
Michael Collins: Read.
Michael Reilly: to me in an hour or so and I still remember that first like time we we were given internet access. It's like, don't use it too much.
Michael Collins: Yes.
Michael Reilly: So technology has really transformed the way legal practice is done. the other aspect that is really evolved over time is the importance of especially for global companies. is the role of geopolitics. it's accelerated so much over the last five and ten years of how trade issues and just even the growth of business and how the outsourcing of production from the United States to other countries has really pushed lawyers to
really understand can you write an agreement that's going to hold up in one of these other countries? And then the final thing which I would mention is the real increased rigor around financial control and cost control and expectations around financial reporting. how do you keep doing a very capable and effective job within the constraints that you have? there might be some companies out there that have unlimited legal budgets. I think those are very rare. Every general counsel has a right hand person who he or she counts on for really managing the budget. And having the ability to explain it to the CFO and the CEO as to why we're spending so much money on litigation or patenting or all these other very expensive things that are needed to do to keep a company running and operating.
Michael Collins: Man, I want to dig into that cost control. first, especially for the very tangible businesses that you were a part of, working on chemicals and agricultural products. I just it seems dizzying in recent years. You mentioned the sanctions, the tariffs, global trade disruptions, war, the regulation, regulation across different regions. it just sounds like you would have to rely so much. Was it on outside counsel that provides that expertise, or is it other types of insights that are fed in to make those big decisions.
Michael Reilly: as needed, we would call an outside counsel, but again, there's a balance as to how often you want to go. I certainly believe, all the members of my team, we're very hands-on. And we did as much as we could within the organization, and that's good from a cost control standpoint, but also I think makes our in-house lawyers better lawyers While agricultural products have a lot of regulation around them, the general commercial aspects are consistent generally with kind of buy and sale of goods. Trade sanctions are unique to every different country, So I think when we needed, we would go to a specialist, but with a very defined question, This new trade regulation we heard how does it impact our movement and sale of goods in such and such a way? if it was in a gray area, then get more advice in terms of how we would stay in compliance with that rule. There are certain things that are just pure business decisions. So when after Russia invaded Ukraine and the US put on a whole host of trade sanctions on Russia. And theoretically there are still ways to operate, but within a couple of weeks it was pretty clear that while theoretically we could still own the assets that we had in Russia, there was no way to put new money in and certainly no way to get money out. and some of our peer companies, they continued to operate in Russia in ways But our management team, and credit of our board as well, they took a step back and said, like, do we want to be operating in this country? even if we could, is this the right thing to do from a moral standpoint? And that was for me very gratifying, to see that there's that ethical, cultural, integrity
issue was an important and in fact a the key driver of that decision. And then it was left to the legal team to figure out, but there was a great consensus between the business team, the legal team, the finance team. We provided the information that was helpful to them making that decision, and then we implemented it and did it in a way that complied with US law and to the extent we could also comply with Russia law as best we could understand it. So there's other areas that were more nuanced. I think the US China trade sanctions and tariff policies between the US and Mexico are much more complicated. Those were areas where, frankly, I was not an expert beforehand, and I can't say I'm an expert now, but I'm much more understanding the nuances and the complexity of dealing with all that kind of compliance So just getting the alignment with the business people as to what they want to do once you can explain the challenge to them and then figure out how does that translate into legal compliance but also whatever the costs that would be related to that.
Michael Collins: On the ethics point about making a difficult decision like that in a growing market, I feel like that would be especially difficult where household consumer brands could easily be called out by the general public, political pressure to exit that market during that emotional beginning of the war. but if you're a B2B company or if you're an input up or down the chain, it's probably less scrutiny.
Michael Reilly: I'm not saying it was unethical for companies to continue.
Michael Collins: Mm-hmm.
Michael Reilly: I believe it got to be very challenging, and
Michael Collins: Yes.
Michael Reilly: to just continue to operate in compliance with the US rules as well as the the Russian rules. in my view, effectively impossible. But we short circuited that because of the business decision that was made. And
Michael Collins: Mm.
Michael Reilly: I think you're right that probably consumer brands were more front and center and were more pressured to make that decision. as an input supplier, indirectly supplying farmers who would be producing food, that particular pressure was not there. But we have, pressures in our industry. Of course, it's well known that there's a lot of controversy around Roundup and glyphosate. And we're in that space. And certainly the pesticide industry, while it is an essential industry for farmers to produce high quality food at relatively low cost for all of us, especially here in the United States. It's not without controversy. And that was another aspect of our job was keeping an eye open on what the evolution is of the litigation that Monsanto and Bayer were facing, making sure that we don't fall into that type of situation, working with our trade association to educate As many people as we could about the safety profile of pesticide products and the rigor of the testing that all pesticide products have to go through before they're registered. pesticides actually have as much, if not more, regulatory testing than pharmaceutical products do before they're allowed to hit the market. And yet that perception is quite negative out there in the culture. So how do we combat that and re-educate? And help farmers who are our ultimate customers. was really our main objective And now we're investing in more biopesticides and softer chemistries. to continue on that journey towards making sure we're doing thing as environmentally responsible way, but still providing the tools that farmers need
Michael Collins: That must been very difficult because I'm thinking one of the peer companies that just mentioned had a very difficult few years or for a lot of public opinion. I can't imagine some of the pressures and it goes back to when you mentioned having taking an interest in the business and understanding the product and the market even more so if you're in a sensitive industry or one that needs educating consumers around the products.
Michael Reilly: it's all in the public domain of how Bayer's been managing and working their way through it. FMC did have a product that was profiled on sixty minutes and when you get a call on a Friday afternoon that your product is going to be profiled on sixty minutes, that's not a good call.
Michael Collins: No.
Michael Reilly: But that was another kind of crisis type situation where we brought a lot of experts together. developed a plan to respond and we ended up addressing that near term issue, but also really took a hard look and made sure that we were managing that product in a way that really reduced the risk of public misperception.
Michael Collins: Must be incredibly stressful. I can't imagine having to di navigate that.
Michael Reilly: Yeah, and there's a role for the lawyer to play and but crisis management is there's I think lawyers have a role to play in trying to think about potential future litigation, but the main you have to get out there ahead of it and you have to manage the immediate public perception issue. And that's probably more of a business risk decision. And in that situation, I would generally say the legal issues take a back seat unless it was some criminal type investigation, which fortunately I never had to experience.
Michael Collins: Yes, thank God. with the cost controls that we discussed earlier, is that sort of a standard ongoing efficiencies process in controlling costs? Is it reactionary to some of the other forces like increasing billable hour rates from outside counsel?
Michael Reilly: I think for public companies there's a greater expectation on accurate financial reporting. and I think that drove our finance team to really be more granular in terms of understanding expenses. And there were times when our outside counsel would deliver an invoice on a major litigation after We had already reported the expected numbers. and that's an unhappy conversation to have with a CFO, like, we really had another million dollars worth of spend in defending this very
important case that we have. but sorry, I didn't get that in the forecast. that only has to happen once before It never happens again. and honestly we end up resolving that particular situation by working with the outside counsel. And so there's been a lot of education and working, and hourly rates have gone up. So I think between managing very high escalating costs on the law firm side and the pressure from the finance teams within the company. It's just really focused general counsels and the office managers or the finance leaders who they work with to really make sure that there's much better control over spending.
Michael Collins: So curious your opinion from your first experience on how the relationship is evolving between outside counsel and corporations. You mentioned fixed fees and billable hours, better alignment of terms. are these real things or is this just sort of, the chatter that's been there over the decades?
Michael Reilly: well certainly the general kind of flat fee, the billable hour fee going up is an objective fact. And I think the growth of alternative fee agreements has also been utilized as well. But they're not a panacea. and usually if something unexpected happens, the law firm will expect relief from the AFA that was agreed. I think there's still ways to go between companies as clients and law firms as service providers to find a model that works. And it's showing up in law firms that are breaking apart. there's also Different dynamics within law firms where partners are going to try to make the most money they can for themselves. And there's much less loyalty to companies, to law firms. when I first started practice, lateral moves were really very rare. that doesn't seem to be the case anymore. And even after having been a partner for 10, 20 years, sometimes partners are still jumping ship. And that's something that the ramifications and what happens to the firms after a departure like that happens. can they build up a practice group? Can they retain a client? I think the role of private equity coming in, from my perspective creates a lot of incentives that are at odds with the lawyers' ethical obligations. that when a lawyer is sworn in, they take on certain obligations to serve the client. but that has been eroding over time and I think there's been pressures coming in terms of the role of outside non lawyers in getting involved in legal practice, I think for in-house lawyers, we have to be really clear with our outside law firms as to what our expectations are, we have to be notified of that. I think it's really important to know who you're dealing with. for those of us who are managing legal expenses as in-house lawyers, we have to have that same degree of open, transparent, and candid conversations with our key Outside law firms who we're counting on.
Michael Collins: Fascinating. Have to ask it. AI, how does that affect all of these different trends and forces at work currently?
Michael Reilly: I think it will definitely have a big role to play. the ability to run thousands of documents through some tool and come up with a summary or quickly identify significant documents that should be a savings to the client, as well as in terms of grunt work that a lawyer would be doing we've seen many examples. of lawyers using it as a crutch and not investing
Michael Collins: Mm.
Michael Reilly: the time or using it to take shortcuts and writing briefs and with the hallucination cases that show up that they get sanctioned. That can't happen. The tool will continue to improve, but it will never be a substitute for the human judgment of looking at it. reviewing it, making sure that the logic and the facts are true. And I think that those lawyers who use it as a shortcut eventually are going to pay the price ultimately in terms of their reputation and some form of sanction. So whether back in the day, lawyers would have to go to a bookcase full of books and shepherdize cases. and then, Westlaw and Lexus came along which assisted that. And now we're further along the spectrum of having them summarize cases. I'm sure there'll be growing pains, but I'm also sure we'll get to a good product and hopefully it'll result in better advocacy and better documents and better agreements that can be used as legal tools.
Michael Collins: That shepherding, those typing pools that first internet connection in the office. what other practices from back then, things that you think are maybe lost today or underrated in a law firm or in a corporate legal practice?
Michael Reilly: I do think there is still a lot of value in being a good writer. And I think to the extent that people are using AI, and AI can produce very good first drafts, but that's a skill that has to be used and has to be maintained over the course of the career. whether it be writing briefs or writing legal analysis memos or even a presentation or even an email there's all so much value in writing that yourself. 'Cause it forces you to gather the facts, synthesize them in your brain, and put it down in a written format that's going to be persuasive and effective. and resonate in a very human way because judges are people too. And you gotta be able to write in a way that's going to catch them as a human being, And I think there's a human element to being a good writer that AI, I haven't seen it yet So that's a skill that I think is important and needs to be maintained.
Michael Collins: Yes, absolutely. how does the board and executives measure success in a G C? do GCs care about quantifying metrics, sort of incidents and issues that are managed or avoided or is it broadly, pretty subjective or situational?
Michael Reilly: I think lawyers should not be exempted from the good practice of trying to set up goals for the year and trying to deliver against those goals. And there are objective things that you should be held accountable for, and whether it be completing a transaction on time and on budget. if you're implementing
a new cost control strategy, have you delivered that? if you're putting a new contract management software system in place? did you achieve the objective of having it adopted actually by the users? Are we getting better high quality agreements in place? Those are things that are objective and I think can be measured. typically the lawyers are involved in compliance and the company where I worked, the compliance team was part of the law department and I was chief compliance officer. I know in certain other industries, compliance is a separate function. But is there a role to play around the corporate culture? are we doing training? Are we getting the message out about the importance of following our code of ethics? The importance of no matter where you are in the world, there are certain ways that the company operates that are core to how we operate and how we believe as a company. And lawyers should be reinforcing that and encouraging the business leaders to walk the talk of those important things. And I think the other thing that's important from general counsel, particularly, is Honestly, you get feedback from the CEO, but does the general counsel have the trust of the board? Have you built a relationship that when you come in there and you're asked for advice on the hard decision, that they believe you and they trust your judgment? And how do you develop that relationship with the individual directors, the board as a whole, as well as with the CEO? those are vitally important ways I was Fortunate to have a great relationship with all of our directors at FMC And I was exposed to them well before I became general counsel. That was a great opportunity that my predecessor gave me to start developing that relationship. And so they got to see me evolve and grow over time and and get to know me as a person as well as seeing me as a lawyer. And just the confidence that someone is looking out for those issues that are important for their own fiduciary obligations that we have their back.
Michael Collins: That's great. And I've heard others talk about the importance they felt in bringing up some of the folks on their team and allowing them the chance to interact with the board and executives and develop their career. So that's great to hear that happened for you. What is a story crisis or a victory for you and your career that's still, quite memorable to this day?
Michael Reilly: well probably the biggest project I ever worked on was FMC's acquisition of the agricultural assets of DuPont. it happened in 2017. so DuPont was merging with Dow, and as a result of a lot of overlap between those two companies, they had to divest a number of assets and they were industrial chemical assets, but there was also a big overlap in their agricultural sector. FMC went through the process and we bid on it and then we were the successful bidder and we signed a contract to purchase it in March. but they were really wanting to close the deal by the end of the year and ideally by November. And so we looked at it. The deal included FMC's acquisition of the DuPont assets. But as part of the consideration, we were paying cash, but also divesting our health and nutrition business to DuPont to help them build up their health and nutrition business. the companies were operating all around the world. for us to close our deal, they had to close their deal with Dow. So overall, we had developed a roadmap of there were probably well over 40 antitrust approvals that needed to be done. and tracked all around the world for all
Michael Collins: My goodness.
Michael Reilly: these pieces of the puzzle to come together. And it was a remarkable experience. it totally transformed FMC and really gave us one of the top products in the whole industry in helping launch a new layer of level of success and I'm really proud of the the way the team operated. I met every week, sometimes more frequently, with the CEO and the CFO to track where we are. We had a great outside counsel team. We had lawyers in key jurisdictions around the world and going with them to make a presentation to the US antitrust authorities, going to India and talking to the competition authorities there and being in the room and explaining what our proposed solution is to a small product overlap between us and DuPont and how we dealt with that and Well it's just such a fabulous opportunity for me as a lawyer, but also to help contribute in a very, very meaningful way to the most transformative business deal that FMC ever did. And then of course after we closed it, we all raised a glass of champagne and it was November first, remarkable short period of time for a deal of that complexity. we had to then implement it. And because pesticides are regulated products, we had to transfer registrations from DuPont to an FMC legal entity in each one of these countries all around the world and partnering with our regulatory team to make that happen. and without any interruption to our customers. it was such a tremendous, tremendous accomplishment, and I'm glad I had a part to play in that.
Michael Collins: That is massive. Did you get any sleep? And when did that process start? If it was to be done by November, how much time did you
Michael Reilly: I think I was brought in about the deal happening in early January. We then negotiated the contract of purchase with a whole bunch of ancillary agreements and got that signed, I think, in March. so that first I have vivid memories of many sleepless nights on that phase. And then from March to November it was just day in, day out. and then closing had its own hiccups, but we got it done. I think I only slept about one hour that night.
Michael Collins: My goodness. Did you have to work a lot on that integration after the glass of champagne in November? Or was that something that other teams and departments that would sort of manage ongoing?
Michael Reilly: Yeah, I was certainly involved in integration and the way there's a whole,
deals fail due to lack of integration. So we were very mindful about having a very thoughtful integration plan But I have to give credit to members of my team who really took the laboring oar to really make that happen. you think about it was it done as an asset deal as opposed to a stock deal. So every one of those assets, every registration, every patent, every trademark all had to be inventoried, listed, recorded, moved over. it was a huge lift. And so many people worked on it and there were some, things were overlooked and we had to call up the seller and say, hey, we forgot that or you gotta give that back to us or whatever. But we were very aware of the complexity and we put all the right effort into it to making sure that we would address it without any major problems. I'm glad that we had a role to play in supporting that very successful transaction.
Michael Collins: It's amazing. I hear plenty of small business brokers taking longer than that to close a little deal and at yeah.
Michael Reilly: Yeah, it was remarkable that we got it done as quickly as we did.
Michael Collins: Goodness. what legal risks do companies underestimate today? Are there other things that generally you think that companies are not giving the proper attention to?
Michael Reilly: what I've seen things pop up as problems that we in legal have to deal with afterwards are typically transactions or situations that are not ordinary. So it could be an M&A deal or it could be going into a new market where we never sold before, And those are the places where I think companies need to be vigilant and people working on those new initiatives, as exciting as they might be, are there blind spots? Have we not thought through how to make this particular product at a low cost, notwithstanding the great teaser that we got and the due diligence information? And I think there's a role for the legal team to play in brainstorming with the business team on have we really thought about new issues that could arise? That if we take our old mindset, our current mindset of this is how we do business, and we're just going to plop it on this new situation, it may not work. Or it could end up not being sufficient to address things that are very unique to that particular new situation, And that's where companies often underestimate the complexity of bringing something and doing something new, especially if it's outside of their wheelhouse.
Michael Collins: Curious how retirement is. It's only been a short period thus far. But how's that transition been? and what are you excited about
Michael Reilly: Yeah.
Michael Collins: lately?
Michael Reilly: I have to say retiring was totally my decision. I planned it. after I retired, it was pretty jarring. No longer have my company email. I open up my Gmail and it's just junk there. No one wants my opinion. so that took a little while to just get through that process. I do miss the camaraderie and people who I worked with for so many years I'm in a new rhythm now. I really am so happy that Wilbur-Ellis took me on as a director. It's been really exciting to re engage with the ag industry In addition to that, I'm taking a chance to an opportunity to do some long delayed travel and do some hiking and travel to other places around the world as well. trying to be a better singer. I joined a chorale. I've been
Michael Collins: That's awesome.
Michael Reilly: a church choir member for many years, And I'm still also volunteering as a pro bono lawyer with
Michael Collins: great.
Michael Reilly: with Philadelphia VIP. I've been involved with them for since my arrival in Philadelphia back in ninety one. And it's just been nice to continue to work and help people who can't afford legal services but really need support and that's been very gratifying.
Michael Collins: That's awesome. Michael, thank you so much. Really enjoyed this conversation. thank you for the insights and yeah.
Michael Reilly: well listen, I really enjoyed the conversation too. And so Thank you, Michael. And