Transcript:

Intro: Welcome to the Reed Smith Podcast, Career Footprints. In each episode of Career Footprints, we'll ask our guest, a Reed Smith alum, to share their career story, how their time at Reed Smith set them up for success, and their advice for early career lawyers. Our goal is to surface insights from the careers of these inspiring professionals that will help you find professional success, however you define that. 

Lauren: Welcome to another episode of Reed Smith's Alumni Career Footprints Podcast. I am your host, Lauren Hakala, Reed Smith's Global Director of Learning and Development. And today, I'm excited to be speaking with Reed Smith alumni, Stuart Kuntz. Stuart is Associate General Counsel, M&A, and Ventures at a company that many of our listeners will be very familiar with, and that's Foot Locker. He joined Footlocker two and a half years ago after spending about 17 years in legal roles of increasing responsibility at Verizon. Earlier in his career, Stuart practiced as a transactional associate here at Reed Smith. Stuart, how are you today? 

Stuart: Hi, Lauren. I'm doing great. Thanks. 

Lauren: So I'd like to start by asking you just about your current role at Foot Locker. How do you spend most of your time and who do you mainly interact with during your work days there? 

Stuart: You know, I spend most of my time, I'm a transactional lawyer, spend most of my time on M&A transactions. I spend some amount of time on international franchising transactions. as well. I also, as part of my role, I support our treasury group. So I do spend some time, not as much, but some time supporting treasury, either with regard to our credit facility or other agreements or questions they have. So that's, you know, that's the bulk of my practice at Foot Locker. There's an occasional, you know, occasional commercial contract I need to help out with, you know, a little this, a little that. But I would say the bulk of it is disposition work, international franchising, and some treasury support. 

Lauren: So it sounds like you are a real deal lawyer. And I'm curious, how would you describe your style or your approach to helping your clients get transactions done and closed? 

Stuart: You know, it's a lot of, you know, we talk about style and approach, you somewhat want to mirror your client's style and approach. And it can change from deal to deal. There are transactions that, you know, we got, you know, we have to take one for the team. Essentially, this is something We got to get done and, you know, we're going to have to bite our lip and do it because it's, it's critical and, you know, generally, you know, disposition of business that just isn't strategic, for example, you know, you're going to have to get done. There are others that are more nice to have where you can take stronger negotiation positions. It also depends on the counterparty. There are people who are very easy to deal with commercially reasonable professional people. There are people who, you know, are, it can be very difficult and, you know, everything's a fight and there can be people who, you know, maybe they're not difficult, but they They're not particularly sophisticated, and there's a lot of almost educating the other side when you're doing a deal. So it varies from transaction to transaction, but you try to get a feel for the deal. I try to be collaborative. I try to generally be fairly reasonable. I don't start from where I think I'm going to end up, but I would not necessarily set out an agreement that has every single issue biased in my favor in extreme ways because it's just not productive. So, you know, I would say, you know, try to start, you know, kind of, you know, somewhere near where you think you're going to wind up. You get exceptions here and there, but that's kind of my style, collaborative, approachable. Does that make sense? 

Lauren: Yeah. No, I'm hearing a lot of almost like situational awareness, right? And being able to read a room and adapt your style. So I definitely want to come back to that later when we talk about your advice for junior lawyers. 

Stuart: Sure, sure. 

Lauren: So you started your career as a law firm associate, like I did, and you were including at Reed Smith. 

Stuart: Yeah. 

Lauren: So I'm curious, when and why did you decide to move to an in-house role? 

Stuart: I moved in-house probably about six years into my practice, which I think is fairly typical for associates. I don't think that's particularly unusual. I went originally to MCI, which was a predecessor company of Verizon. They were bought by Verizon fairly shortly after I got there, actually. You know i like the idea of having one client really getting to know your client's business your client's style your client's you know pain points you know even your client's neuroses because you know everyone's got everyone's got neuroses and you know just knowing your clients is helpful i like the idea of being involved very very early on the idea of kind of even giving you know giving and strategic thought to, you know, deals and whether we should do it and how it should be done are things I really enjoy about being in-house and things that, reasons I thought I wanted to go in-house. After six years, I got in a point where I knew how to run a deal. And so, you know, I didn't need hand-holding to actually do the nuts and bolts of running a deal, which is important because in-house, there isn't, you know, that level of support that you get in a law firm from more senior lawyers, you know, who you're doubled up with on a deal, teaching them how to do a deal. It's, you know, this is your transaction, you know, call me when it's done. So, you know, so yeah, I think, you know, a lot of that I liked, I, there are things, you know, I, about the law firm life that I think long-term probably were not going to be for me. You know, I never saw myself as a big rainmaker, being able to bring a lot of business if something's not a concern in-house, obviously, you know, I'd be honest, I don't miss the billable hour. 

Lauren: I’ve never heard anyone say that they do. 

Stuart: I know, I know. Look, my time is my time, and I do my work. If I'm busy, I'm busy, I'm busy. And if I'm not, I don't stress about not making hours. I just, you know, whatever comes, I take care of it, and I'll track it or worry about it or even really pay attention to it. You know, today, you know, after being in-house for 20 years, I have no idea how much I spend on something. I just, you know, just do it however long it takes to take. 

Lauren: Yeah, no, I like what you said about being a sixth-year and knowing you could run a deal and, you know, being ready to do that at the company. So when you landed at MCI and you had that kind of expectation, was it what you thought? Did anything surprise you about in-house practice? 

Stuart: It was a lot of what I thought. A couple of things, I guess when you think about surprising, the level of support is not what it is in a law firm. And that took a little bit of adjusting is, you know, there's no word processing department. You know, the level of support staff for the legal department is much, much smaller. You know, so you're a little bit more on your own in those ways, or you somewhat rely on outside counsel in those ways. Learning how you know certain skills i wasn't prepared for learning how to manage outside councils is nothing you experience at a law firm so you kind of learn that on the fly talking to other in-house lawyers how do you kind of keep control of that process how do you know you need to prioritize your outside counsel they're not going to know necessarily so that was a skill that you know i think was new to me and maybe you know something I really hadn't thought about before i came on board as well, if that makes sense. 

Lauren: Yeah, yeah. And so it sounds like you did have some learning to do about the new role. 

Stuart: Oh, yeah, sure. 

Lauren: And fast forward nearly two decades later, you're now Associate GC, so you moved up consistently. What do you think it was that you did right looking back that allowed you to become quite senior now? 

Stuart: I think it's a number of things. Do good work, right? No matter what you're doing, do good work, you know, be a good deal lawyer. You know, those skills are always valued. Develop good relationships with your internal counterparts, whether it be your clients, which are probably your most important relationships, but with other lawyers in the legal department. As an M&A lawyer, every deal has subject matter expert questions. And, you know, especially at Verizon, which had a huge legal department, you know, I had to be, you know, in tight with the IP lawyer, the tax lawyer, the benefits lawyer, the commercial lawyers, because, you know, I'm creating work for them. You know, I need you to review this. I need you to do this diligence. I need you to get on a call and negotiate this provision, you know, and, you know, people don't always love having work created for them. So, you know, you want to make sure your buddies with them, you know, give them a real skin in the game. They feel like they have a stake in a transaction so that, you know, that you can move them along, you know, communicating up to senior management in the legal department is important. You know, they're very busy people. My general counsel, she's not interested in a 30 page memo on why we don't, we should not be doing a joint venture here. She wants, you know, the quick and dirty as to what's wrong with this thing. And, and, and that's, that's important to learn how to, you know. Law firms, you speak in memos in house, you speak in emails and in, you know, kind of teams chats. And it's important to not overanalyze stuff and not to overcommunicate as well. And I think those are all skills that, you know, as you're in-house and you want to move up, you know, you learn to be a team player. You learn to work the way that, you know, people in businesses, not just lawyers, but people inside corporations and businesses work, which is very different than how they work in law firms. 

Lauren: Absolutely. And as the in-house lawyer, you don't have a buffer, right, of coming as an associate. Maybe you had a partner to bounce things off of, but you're really independently having to learn how to manage all those internal relationships, it sounds like. 

Stuart: Yeah, that's right. That's right. 

Lauren: The next thing I wanted to ask you about is your advice for our lawyers who are serving clients like yourself. And I imagine in your almost 20 years in-house, you have managed hundreds or thousands of outside counsel teams. So tell us a little bit about what the best ones did. Like, what can they do to impress you? 

Stuart: A couple of things. First is understand your client's business. Okay. You don't need to know it as well as I do. I don't expect you to know as well as I do. I do expect that, you know, there is an article in the journal about your client. You're aware of it. Okay. You ought to have some sense of, don't read the whole K. Read the description of the business. You know, kind of get a feel for what the client does, you know, what the issues are, what they see as kind of risks in the business, things like that. That's important. The more you know your client, understand client, the better lawyer you are for your client. In terms of kind of interpersonal relationships, you know, I, I, when I was very, very junior, I worked, maybe in a summer associate, actually worked for a partner who talked about the three aids, affability, availability, and ability. And he would always say ability is not always the most important, you know, it is, it's important to be a good lawyer and do good work, but you know, availability is critical. I, I'm calling you, I need to talk to you about something, you know, I don't call to chit chat because first of all, you know, these people bill me, you know, $1,000 an I won't have to pay for, you know, idle conversation. So I really need something. So I understand you have other things going on. I don't expect you to answer the phone every time. I do expect you to get back to me in a reasonable amount of time. You know, affability, I expect you to be pleasant. I expect you to be nice. I expect you to follow my lead in terms of, you know, dealing with the other side. If I say, you know, this is a deal, you know, we have a good relationship with these guys. We need to be warm and fuzzy. You need to be warm and fuzzy. That's not your negotiating style. I say, okay, this one's tough. I'm going to try to be the good cop. I really need you to play the bad cop here, which is something I do quite often, actually, with outside counsel. They need to be difficult, even if that's not their personality as well. So that's important. Ask me questions okay if I say something, I need xyz and you're not sure exactly how I want xyz or what xyz is ask me okay. I’m much happier to get on a call and you know go through it and say, you know this is what I’m thinking and you know you know then then give me work product I don't want you should also debate with me if I say I you know on this issue I think we should do x. And you know you think i'm just you know you know out there and we should be doing y instead, tell me. Tell me why. That's that's an important piece. I’m you know I’m paying for your intelligence and your experience and your wisdom and judgment so you know feel free I mean not in front of the other side but feel free you know you know I think we should handle the issue this way, feel free saying no I think you're you're just you know you're smoking dope Stuart and we should be handling it this other way because you know you're creating too much risk for yourself. And I listen I don’t always agree and someone's saying no I want to do it or something say oh I think you're right so you should feel free to push back on me and debate with me that's that's kind of you know important skill set. And no matter who you are it doesn't matter if you're the the senior partner on the deal or the junior associate on a deal you have an opinion you know and i know law firms work to filter the certain ways whatever but you have an opinion you're obviously you're at a firm like Reed Smith, you're smart. And you should be able to, you know, opine if you think I'm heading the wrong way. 

Lauren: That's a really powerful point that a respectful, you know, desire to thought partner with you is appreciated by you as long as it's done in the right way. And even from an associate, because some associates out there might not realize that that would be valuable to you as the client. 

Stuart: Absolutely. And if I think, look, I think if If you're a junior associate and I think you're going the wrong way, I'll say, I don't think you're doing it right, and here's why. I'm happy to explain my thinking. That's how they get better. I realize I'm not, as partner it's not my primary role to train associates, but if I'm working on a deal, I'm happy to kind of say, hey, this is why I think about the way I do, and it's something to keep in mind. 

Lauren: So you mentioned what impresses you. Are there any particular pain points that you would highlight that you've experienced in the past with outside counsel? 

Stuart: Sure. Overlawyering in terms of overstaffing transactions, calls, whatever. I usually don't need eight attorneys from the law firm on a call. Use the right lawyer for the job. I like a deal team with a strong senior associate because that's the person who really runs the deals and who I like to interact with. I need a partner for certain things, obviously, and I will talk to partners about the things I need to talk to partners about, major deal issues or problems or the like. But on a day-to-day, hey, we need to try to draft a document or work on disclosure schedules or whatnot. I'd much rather deal with a kind of a mid-level associate or senior associate than a partner just because it's more economic and that person is closer to this stuff anyway. So staff the right number of people at the right level is important. And don't overstaff and don't staff the wrong level. Talk to availability. It drives me nuts if I call an attorney and I don't get called back for two days. I know you have other clients. I kind of like to think that you don't. That should be transparent to me. industry as if you don't I understand you do okay meet deadlines I try very hard not to give nonsense fake deadlines either to outside counsel or to internal you know internal lawyers or stakeholders as well so you know I try to be reasonable I try to get people as much time as I can but look things happen and there are it has happened i've made that call four o'clock on a Friday to some poor you know partner or associate at some law firm and ruined somebody's weekend I know I've done that. I try not to, but it happens. Sorry, we're paying a lot of money. We're going to have to deal with it. So be available and make deadlines. Tell me if the deadline's not makeable, too, because I've done that where I've said, I need this tomorrow. I got to talk to tax. I got to talk to, you know, OK, I understand. Let me push back internally. Tell me up front you're not going to make a deadline as opposed to tell me the time the deadline is there. The other thing, and this is a funny one, get rest. I can tell when lawyers have been like on some other transaction up for three nights in a row because the quality of the work, you know, as a client, I can see it diminished significantly. I won't say what law firm it was. He was a great associate. He obviously had some other deal going on. And he sent me a whole bunch of closing documents for our general counsel to sign. And everything was, general counsel at Verizon was mail and everything was she and her. And obviously he didn't look closely at his documents. I'm like, how long have you been up for? He said, about 40 hours. I'm like, go to bed, have a good night's sleep, send me these tomorrow because this isn't working. Okay. You know well I wasn't going to get any useful work product out of him when you know without sleep anyway so you know it may have been kind of maybe my self-interest but you know if you pull it all you know all night or two even as a junior associate I mean I’m 51 now I just you know if I do one of those i'm dead, but you know as even as a junior associate when you can handle a little bit no it's you know the quality of work diminishes and and the clients can see it. You know, so don't, don't do that. You know, other than that, seamless coordination within your law firms is important. You know, especially a Foot Locker where I don't have as many internal expert experts as I do at Verizon. And I'm relying more on the outside counsel for subject matter expertise. That should all kind of come to me, you know, kind of through, through the corporate lawyer in a nice package. I don't want to have to manage your team. That's your job. Kind of think what else kind of, you know, drives me nuts. But that's a good summary of it. 

Lauren: That's a great list. I want to go back. You mentioned something really important about the, you know, the senior associate being your preferred person who's like the key person, the anchor on the deal running it, you know, escalating stuff to the partner when necessary, delegating to the junior lawyers when necessary. Do you, given that that's your preferred main contact, can you talk a little bit more about junior associates? Our audience is mostly associates in their first three years of practice. Do you even notice them? Do you see their impact? 

Stuart: I notice them. Okay. I do notice them. They are on the emails. They are on the calls. They do speak up on occasion. I will speak to them about issues at times. I certainly notice them. do they have an impact I assume so it's easier you know it's somewhat opaque to me as a client because the stuff comes over and I’m not always sure who did what over at the law firm I you know if it's quality work it's good it's quality work but you know it's a little hard for me to tell what they have their hands and what they don't sometimes I do have you know look it's I'm talking directly to the juniors. It's usually disclosure schedules and closing documents, things like that. They definitely have an impact there for sure. I hope the law firm, I hope Reed Smith is making sure those juniors are being trained as they go along in the deal. I suspect they are. But on the client side, it's not always easy to tell who's doing what over there, but I suspect it had an impact. 

Lauren: Yeah. No, thank you for saying that. And just to go back to what you said earlier, that time that you noticed that an associate was tired, not performing well. I just want to echo that, that sometimes taking care of yourself is part of client service because the client is human and they see you as a human. 

Stuart: There's a law of diminishing returns after all, for sure. 

Lauren: That's something I had to learn the hard way. So I'm glad that we're telling others. Well, on that note, you mentioned your age. So I don't think that you'll be offended if I can safely observe we're about the same age and it's been a minute since we were both new lawyers. So with that perspective and now being in-house and seeing so many new lawyers working on your matters, could you talk a little bit about what you think the biggest change has been since we were starting out to now. 

Stuart: You know, there are a few. First of all, everything is online or remote now. Even, look, you still go to the office, but traveling for negotiations is not done nearly as much. I wouldn't say not at all, but not done nearly as much. In-person closings I don't remember the last in-person closing that I had on a deal you know you know I started out they had those you know those big you know those big metal folder holders they stick the folders in there and people you'd be walking around a table and making sure everyone had their signature pages. You know so a lot and I think it's a lot of fortunate I think you know some way not the closings I don't miss closings but the negotiations because you know when you're in the same room with someone I think in some ways it's a little easier to negotiate you know sometimes you would have dinner beforehand you get to know each other a little bit. It makes a little smoother negotiation and I miss that a little bit and so that's a big change. I think the pace has picked up a bit because you know when I first started practicing we weren't doing a lot of we were still you know faxing documents back and forth and signature pages being FedExed and now you know everything is somewhat instantaneous I mean these associates are listening will be like oh my god this guy's old but you know you know so the pace is picked up I'm not sure that's necessarily a good thing. There's no, you know, there are times on deals where I think when I first started, maybe you had an opportunity to catch your breath that you don't necessarily have now, you know, but the nuts and bolts of the practice hasn't changed and the deal issues. You know, have remained the same. I mean, look, I remember when I was a couple of years out, you know, there's a big, big push on what are you doing about Y2K reps and every computer falling apart. Obviously that's not an issue now you know now it's you know how do we make sure that you know our MAE and our operating covenants deal with the fact that it'd be a pandemic. So you know you know issues change too depending what goes on in the world but the practice is similar you know other than some of those you know changes though. You know ask me again in five ten years with the AI coming up who knows. Maybe they'll have huge impacts on it too but I don't it's not at least from an in-house M&A practice I’m not seeing a whole lot of that yet. 

Lauren:  I’m often reminded when people talk about the change in technology and the way we practice of when I was a junior associate, my partner I was working for telling me that he had always appreciated having a break when you had to mail the documents to Europe. And then the fax machine came and it was all over, you didn't get to rest. So in some way, I feel like these are changes, but maybe AI is something that we've never seen. 

Stuart: Exactly, exactly. 

Lauren: All right. So I have to let you go. But last question, given that you're in an in-house role that I think many young M&A lawyers in particular would love to aspire to, what's one piece of advice you would give to someone kind of starting out, maybe they're a third year, who wants to end up in a position like yours? 

Stuart: One thing, become a good lawyer, understand how to do deals, work with more senior lawyers who are good teachers. I worked for a partner at one time who may not have been the warmest, fuzziest guy in the world, but every time I worked with him, instead of just sending me comments to document, he had me come to his office and he sat down and explained what changes he was making. Okay, that's the better person to attach yourself to than a partner who may be a wonderful human being, great guy, always buying the drinks at the bar after work, but just takes your changes, makes what he needs, and sends off the client. You're not going to learn anything. Okay, because when you're in a house, You need to know what you're doing and how to do it and do it well. There's no one there to teach you. So to kind of take advantage of the learning opportunities at the law firm that you're not going to get later, I think is a big piece of it. If there's one thing I would say that would be, that would be the one. 

Lauren: Oh, that's, that's great advice. Well, thank you so much, Stuart, for spending time with us. I learned a ton from this conversation. 

Stuart: Sure. Thanks, Lauren. I really appreciate it. 

Lauren: So thank you all for joining us for another episode of Reed Smith's Alumni Career Footprints podcast. We hope to see you again in a future episode. Thanks so much, everyone. 

Outro: Career Footprints is a Reed Smith production. Our producers are Ali McCardell and Shannon Ryan. You can find our podcast on podcast streaming platforms, reedsmith.com, and our social media accounts at Reed Smith LLP. To learn more about Reed Smith's Alumni Network, or if you are an alum of the firm who wants to share your career story, contact Laura Karmatz, Reed Smith's Global Senior Director of Alumni Relations, at alumni at reedsmith.com. 

Disclaimer: This podcast is provided for educational purposes. It does not constitute legal advice and is not intended to establish an attorney-client relationship, nor is it intended to suggest or establish standards of care applicable to particular lawyers in any given situation. Prior results do not guarantee a similar outcome. Any views, opinions, or comments made by any external guest speaker are not to be attributed to Reed Smith LLP or its individual lawyers. 

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