Joe Garza joins the show to discuss his career in law. From his time as a firm attorney to his transition in-house with various companies to his current role as a fractional general counsel to businesses, we discuss in general terms some things businesses should recognize as it relates to risk and how to mitigate those risks. A fun conversation and obviously not meant in any way to constitute legal advice, the conversation today is a reflection of experience, not advice. Seek legal counsel before engaging in any business transaction from a legal professional. Shout out to episode sponsor WindowCraft (https://windowcraft.biz).
#89: From law firm to general counsel with Joe Garza
Good morning, DFW. You’re listening, you’re watching The Dallas-Fort Worth Business Podcast. I’m Aaron Spatz. Thank you so much for joining me this morning. I hope that you are doing terrific. I know that we are due to be hitting some above freezing temperatures today. So I’m hoping for those of you that are without power or having difficulty with plumbing or any other issues going on right now, I sincerely hope and pray that those things get resolved for you really, really quick. And I think we’re all excited to move beyond all this. And so next week is going to be a much, much better week. So you did not tune in to hear weather forecast. So we’re going to dive right into it this morning.
I’m really excited to welcome my friend, Joe Garza, to the show. Joe is a seasoned attorney. He got a start going through school at UT School of Law and he’s had a very really exciting career of just a whole bunch of different things that he’s had the privilege of working on. So I just want to welcome Joe. Thank you so much for being here with me this morning.
Good morning. How are you today, Aaron?
Doing good. Doing good, No, you know, we’re doing okay. I’m hesitant to tell people that, you know, we’ve actually fared decently well during all this. I don’t know if maybe it’s because we live pretty close to a hospital or something that our power has been okay. But I know that’s not true for everybody. What’s your situation?
One power outage for about two hours. And then my water kind of froze up. Well, that’s been interesting. Actually, I’ve got a lot of good neighbors that help us out. So we’ve taken showers at neighbors’ houses and it’s good. It’s all good.
Yeah. At times like this is when you find out who your real neighbors are.
Absolutely right. You’re absolutely right.
That’s nuts. Well, you know what, one of the first things I like to ask everyone, just a genuine curiosity, but, you know, are you a DFW native? If not, where the heck are you from?
Well, actually, I’m from San Antonio, Texas. The place is much warmer than this. I’m Texas born and I grew up there. And you know, I kind of got the wanderlust when I got out of high school and went out of my comfort zone and went to Notre Dame, which is a completely different weather climate and completely different. It’s not Texas. And it was absolutely a good thing for me to go there. And from there I went to UT law school and then I went into the army.
Wow. Okay. Wow. That’s definitely changing climate and culture for sure going from San Antonio to South Bend. So that’s nuts. Well, yeah, give me a little bit of an understanding as to what drew you to the profession of law? What excited you about that? What made you want to go pursue that?
Well, that’s actually… people sometimes ask me that and it’s really a good question. I had the pleasure of working in the summers when I was at Notre Dame at the Bexar County Deed Records office. And that was back in the day when people research title by hand in books in the basement of the courthouse. And I ran into many, many lawyers that came down there to do that. And they drew my interest into joining the profession. Oddly enough, I did not get into real estate law, but it was a very good experience and it got my contact, and of course I was in the courthouse. So yeah, it was special.
There’s just something about it that just drew your interest. And I mean, law school is no walk in the park. I mean, I realize it’s quite a grueling experience. And so, I mean, you’ve got to have some pretty compelling reasons to stick with it and to really want to be there. So, I mean, that’s pretty interesting.
Yes, yes. You know, and I kind of started my education at Notre Dame. I was political science major and I kind of took a bunch of classes that kind of helped me prepare for law school. And there were upperclassmen around me that were going to law school. So, I mean, I had some upperclassmen mentors as well. So it was, yeah, law school is grueling, I have to say. And Texas is as you know one of the top law schools in the nation. So we’re very fortunate to go there as well. So you know, very good professors throughout my – I’m very fortunate. Excellent teachers of professors in both schools. I’m just very fortunate.
Yeah, for sure. Well, then, so you mentioned that you went to the army. So after law school, what then? Did you have an obligation to the army before you punched out? And then did you come to DFW? Was that your first stop after the army?
Yes. I had an ROTC scholarship to undergrad and so I went to the army for four years. So it was a commitment, very good. And they gave me a delay to go to law school. And so I went in as a JAG and did prosecution work for about six years. I was in Germany and at Fort Hood. I think they’re going to change the name of Fort Hood. That’s the latest room right here. And I got out of the army when I started practicing law in Dallas at a law firm. And it was a civil litigation and that was also kind of a grueling thing. My kids were just babies at that time. And they were wondering who this man that came home at night at eight o’clock. So I decided to go in-house and very fortunate to do that as well.
So, all right. So for those of us that are not as familiar with this career track, so following the law school, following some of the early things that you got to, so obviously you’re able to get a lot of experience working in the army. You probably had a front row seat to a variety of different cases and different flavors of law. But then when you jump out and you come back to Dallas, the decision to either work at a law firm or go in-house with a company, I mean, they’re very different things. And again, this is just me observing either friends of mine that are in the law profession or just some of the rumors you hear. But from what I understand, depending on the firm that you’re with, I mean, it could be some psychotic hours. It’s all about those billable hours, right?
Correct. Correct. Yeah, there was psychotic hours there too. It’s almost like law school life.
They’re expecting you to bill 220 hours a month, which meant you had to have your butt in your seat there at least six days a week to do that. There was no such commitment when you go in-house. And I was always wanting to do business-orientated stuff. And I got introduced to one of the high lawyers at GTE at the time before it turned into Verizon. And he interviewed me. I had several conversations with him and I decided to go in-house with them. So it was a good choice. It’s a great company, I have to say. So I’ve had experience with a bunch of different companies. And again, I’ve been fortunate enough to make another good choice. So that was good for me.
That’s great. And so I’m trying to think selfishly. If I’m a law school student or someone who’s younger in the legal profession, I mean, what advice do you have for those that are considering the route between working at a law firm or seeking a spot within a company as part of that in-house general counsel?
So if your desire is to be an in-house general counsel, no company’s going to hire you right out of law school to do that. So you’re going to have to go get your experience in a law firm or in a government agency or some other way to get your experience that would attract your resume to a company that would hire you as a general counsel or as an in-house counsel. And so it’s not just knowledge of the law, but you have to have a business sense as well. And when you’re in-house, not only you’re the lawyer, but you’re part of the executive team, right? You’re a business partner with the executives. So they look to you and you look to them. So yeah, that’s what I would advise somebody if they wanted to go in-house. You know, check off your boxes for the skill sets that you might need to go up and then start applying, but it’s not going to be right out of law school.
Yeah. Well, that’s good to know. So, you know, I mean, you’ve done a number of things. So you worked there at Verizon. You worked at a place called Dex Media. And then beyond that, it looks like you’ve been with the Grable Martin Fulton. So, you know, what’s ben that career trajectory or that path? Maybe not the trajectory so much, but just the path that you decided to take. So you’re at Verizon for a number of years before you decided to make a move. So what drives somebody in your position to switch up companies? What are you looking for? Or what kind of law are you wanting to practice? And so you’re kind of weighing these things in your mind as you’re deciding where to go to next.
Yeah. So I wanted increasing responsibility. You know, of course Verizon is a huge company. At the time I left, we had 335 lawyers in the company and you kind of – I was moving up, but I was moving up slowly. So you target a smaller company so that you can become the man or the second man or the second person and get more responsibility. You have people reporting to you. You have more obligations. And just a career progression, so to speak. So sometimes you have to move to get that that position. And I did. So I went from being an assistant general counsel of Verizon to being a vice president at this company.
That’s cool. That’s cool. Well, you know, to the extent that you’re able to share, but what have been some interesting things that you’ve gotten to see from both, from either Verizon or Dex Media, in terms of just working on the inside of a company? What are some things, I guess – I’m trying to ask questions with some sensitivity here. But what are some experiences from the inside of a company that people may or may not realize is actually happening?
Yeah. So you build a relationship more so I think than in a law firm with your colleagues in the legal department. And so, I mean, I give you an example. The morning of 9/11, I had a flight scheduled to go to New York for a meeting.
And that flight was like an 11 o’clock in the morning. And actually, the meeting was the next day, the 12th. And Joe went into the office because it was an Irving and it was right next to the airport. So I went into the office first and that’s when the planes hit. So I knew immediately that I was not going to New York. And I started calling around to some other colleagues that were in the West Coast that were going to get on the plane for the same meeting and told them don’t even go to the airport. And about an hour later, one of the deputy general counsels called me from Downtown Manhattan and explained the situation to me and asked me to become involved in the insurance recovery because he knew it was going to be massive. So that right there, you know, you can’t get that experience in a law firm. Maybe you can, but it was just a good experience and I got to work with the people on the ground in Manhattan that restored our facilities and had to deal with all the damages and stuff. So that’s a great experience.
Man. So, I mean, you’re due to fly out there, obviously you didn’t. So how many days then later were you actually out there? Did you have to go out to New York on the ground and kind of help the local team there? Or were able to do everything here from DFW?
Yeah, that’s actually a good question. It was about the end of October, I had to fly up there. And back when after the flights got started again, I had to fly up there. And I basically had… there were three other people with me in coach on this flight to LaGuardia. It was a very empty plane. And yeah, so I had to go there several times. And then later, it ultimately led to me moving from Irving, Texas to Arlington, Virginia. So I did move to Arlington, Virginia to be closer to hoping that that would give me more responsibility and be closer to the central legal department leadership. So I did move up to Arlington, Virginia. So I took many shuttle flights from DC to New York, to the city. So much so that I got the joy of paying New York State taxes for a number of years as well.
That’s crazy, man. Wow. So, you know, but what are some things – so help me understand the primary area of law that you’re practicing right now. And then from there, then maybe I can ask you some specific questions as relates to things that business owners should keep in mind or what are some of the most common threats to a business or vulnerabilities that you see in terms of companies.
Yeah. So I knew it was time for me to leave the smaller company. They were having some financial issues with their debt load. And so I knew it was time for me to leave and I was looking for a place to land that would fit my skill sets that I had developed over my career. And so this law firm, Grable Martin and Fulton, are ex-in-house lawyers. And so we market ourselves to companies that don’t have in-house lawyers or companies that may have just one in-house lawyer, and that person is just overwhelmed with their work. And we act as an outsourced general counsel. That’s what I do. And I help, you know, I’m best helping a company solve all their legal issues. And so a lot of times, you don’t know what you don’t know. And there are issues that they have that they need to address that haven’t been addressed.
So the first one that comes to mind is employment issues. You know, if you have hourly employees, are you paying them correctly? You don’t want to deal with audit. Make sure your employer relations are correct. Make sure all your contracts with your customers and your vendors protect the company and make sure your corporate governance, that you’ve taken care of all the corporate issues that you have to take care of to maintain the corporate status and protection of the company. And then there’s disputes. You know, ultimately, a company will get into disputes. And since I’ve had a lot of litigation experience, I like to advise my clients not to go to the courthouse because it’s very expensive. Sometimes you got to do it and I’ll do it for them. I’ve got some cases right now that are pending, that I’m working on directly with judges in courts. But I’ll tell you, had I’ve been brought in earlier on those cases, I would have tried to resolve them before filing a lawsuit or being a defendant in the lawsuit.
Sorry. What were you gonna say, Joe?
They’re very expensive, yes. A lot of stuff I do, I charge a flat fee. But when I get to litigation, I have to charge by the hour.
Sure. Man, that’s tough. What have you found to be some of the biggest… so, I mean, you mentioned contracts. So let’s put ourselves in the shoes of a young company, right? So you’ve got a company that’s just getting off the ground or getting started or they’re getting going. And I’m thinking for – because there’s tons of startups and actually there’s a lot of new companies being launched right now because of the whole COVID pandemic. But a lot of them are just started from their kitchen table, right? But at what point – or how can they incorporate having an attorney help them out when they don’t have maybe a budget that would justify spending an exorbitant amount of money?
And so there’s that angle. We can talk about that the higher end stuff companies that have, like you mentioned, they already have somebody on staff and they just need help because they’re just overwhelmed by the sheer volume of stuff they’re working on. But what’s your stance for those that are with smaller companies and they’re just trying to maybe make sure that their contract template that they’re using is working or like taxes or any number of other legal related issues?
So my first step is to have kind of a download with the principal that I’m talking with. Either the owner, president, or the CFO, or all three. Sometimes it’s just one person. And I have a download with them about what their business is and how, you know, what their pain points are. And I come up with a list of issues that I think need to be addressed. And in those issues, I prioritize them as to what I think needs to be done now, looking at what can wait till later. And then I kind of come up with kind of an estimate of budget of what it would take for me to help them with each one of those issues. So I’m actually doing that for a company right now that you introduced to me. Thank you very much. And I have an email ready to send to him now that I’ve done just exactly that. So we actually discover something that he didn’t know existed. So we’re going to help him with that. And that’s one of the top three things that needs to be done first.
Oh, that’s cool. Oh, that’s awesome. Yeah. You know, because I think that’s what – and again, I’m putting myself in the shoes of a DFW business leader, business owner, and particularly in a small business right now. And so, you know, as a company is progressing and they’re starting to get larger and larger contracts, deals are starting to come through. Maybe they’re to hire employees. So utilizing someone like you would be perfect if I was wanting you to take me to take a look at 1099 agreements or employee handbook stuff or contracts with vendors or contracts with clients and so on. So, I mean, it really is a great way to kind of limit your legal risk, right? Because, I mean, that’s the main essence of what you’re doing, right? It’s all about risk mitigation to the business, right?
Absolutely. It’s risk mitigation, lower the risk. You may not be able to assign a perfect dollar to it when you’re doing it, but if you don’t do it, there’ll be some dollars assigned to it. So you’re absolutely right. Limit your risk is what I’m trying to do. And you know, a lot of times what happens is I do a few things for a company and they pause. They don’t need me right away. But all of a sudden, something comes up and they know they can call me. And the fact that I know more how their business operates, the more efficient I am with helping them when they call me back with whatever issue that pops up.
And don’t forget, I mean, a lot of these small companies, you know, they want to grow and I have this conversation with them. Everybody wants to grow. Everyone wants to get bigger because, you know, you can make more money. So they want to grow organically. But I always put in their mind, hey, don’t underestimate the ability to let’s just say, there’s a competitor out there that’s kind of struggling. Maybe you want to buy them. Maybe you want to buy their assets and just kind of take that growth and just kind of exponentially get a little higher. So we can help you with the M&A purchasing of another asset that’ll allow you to grow your company exponentially. And so that’s a part of my practice. About 25% of my practice is helping companies either buy or sell assets to grow. Or there’s some people that want to sell because it’s time for them to cash in or they want to do something else, they want a return.
Makes a lot of sense. It makes a lot of sense. And again, I feel like we should say some kind of disclaimer here because we’re not trying to give legal advice. But I just want to understand what do you see as being some of the bigger mistakes that you see small companies make time and time and time again? Are there any common themes that you see regularly that people should really consider when they’re launching or getting a young company going?
Yeah. I think one mistake I see is when a company is trying to enter into an agreement with somebody and they don’t seek legal advice, they just google an agreement. I’ll use the word google loosely. They’ll google an agreement and copy it and use it. And then when something happens later on, they’ll realize that that agreement doesn’t cover the issues that they need to cover. So if they just spent a few dollars with someone like me on a flat fee, we could have created a document that would have protected them down the road. So that to me is the common mistake. I mean, you know, I’ve been at Grable Martin and Fulton. This is my fifth year. I’ve had a number of lawsuits that I’ve helped companies with. And I will say that half the lawsuits were because of that.
Because the document didn’t cover what they needed to cover. And I’m not giving legal advice. I’m just giving my experiences.
Exactly. Yeah. Just pointing the experiences that you’ve had, which is priceless, right? So it’s just an understanding what that looks like. But now, you know, Joe, when we come back from break, I’d love to hear more about some of the different types of work that you’ve done and what advice would you have for business leaders in terms of their selection of a general counsel, such as yourself. But then also, I would just love to hear some of your war stories for those that you’re able to tell. I would love to understand some of the biggest problems and some of the big things that you’ve been able to work on. It could be now or it could have been sometime ago. I would love to understand some of the things that you’ve been able to see. And so we’ll cover all that here in just a second.
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So, Joe, this has been fun already, but I’d love to understand just some of the big things that you’ve been able to see, and again, with the proper sensitivity. So if we can’t go down that lane, please tell me we can’t and we can move on. But I would love to understand some of the things that you’ve been able to work on in the past.
Yeah. So sometimes lawyers think that as a lawyer, they give advice and they’re the end-all to all businesses, but sometimes it’s not that. And so I’ll get involved in an issue and I don’t always look for the legal solution. There may be a business solution that’s just as good and more effective than the legal solution. And I think there’ve been several examples in my career about that. I mean, I had a dispute with a customer at Verizon and they were going to do all these bad legal things to the company. And I thought to myself. Isn’t there like a regulatory thing that covers this? And so I called the Californian lawyer, and he says, “Well, yeah, we have one pending right now.” I said, “Well, why don’t you just move it to the top of your pile and pass it?” So he did. And that ended the dispute.
So it was just not a legal solution. It was just a business solution that needed to be taken care of. So a lot of times there’s business solutions that are more effective than legal solutions. And I always look for that when I’m advising clients. You know, that’s part of the craft of being an in-house lawyer. It’s to be a partner with them so that the solution can be taken care of.
Yeah. No, that makes sense. Because it doesn’t have to always be all-out war. There’s oftentimes an alternative solution to the problem. And if we can get a little creative with what that solution’s going to be, then we can avoid a whole lot of mess, right? And so that’s part of what you’re helping companies do. And, you know, and it’s like you had mentioned earlier about going to court is so dang expensive. And so, I mean, what do you do when you’re a smaller company and let’s say you’re in a dispute with somebody who’s got much deeper pockets than you? And I’ve heard so many stories from people of like, man, you know, it was a battle of who had more money to pay their lawyers and it’s unfortunate that it comes to that. But I mean, is there anything that people can do when they find themselves in that kind of a situation?
Yeah. So you have to have an attorney that – if you’re already in the lawsuit and it’s too late to get out of it, you have to have an attorney that can kind of map out how this lawsuit is going to progress and to put some exit lanes in there for your client so that the lane may be early. You have to pay a toll to get out of that exit lane, but it’s going to be less than if you go all the way to the end and pay everything all the way through. So I always tell that to my clients. Here are your exit lanes. Let’s see if we can use some of these early on to cut your expenses.
And you know, sometimes emotion plays in. “I’m going to sue and I want to protect my right.” I said, “Oh, okay. So now that means I have an unlimited budget then, right? That’s what you’re telling me.” “I want you to fight till the end. I have an unlimited right to prove myself.” I said, “Oh good, no budget. I’m ready to go.” They look at me like, what are you saying? I said, “You’re saying that. I’m just repeating it in more clear terms for you.” And then sometimes you can tell it’s coming, you know, the client will contact you and they’ve got this demand letter and that’s when you start talking and say, “Look, you don’t want a lawsuit filed.” Let’s schedule a meeting with the other side or let’s have a mediator sit between us and come to a conclusion or something that keeps you from getting into an expensive dispute.
Yeah, yeah. Well, you know, and then you’ve got human, you know, the range of feelings and emotions. And I think emotions can run really high. And I think you get to deal with a lot of that from folks that are either irate and they just want to just go blow for blow and then you’ve got people that are just absolutely devastated. And so I can’t imagine the things that you see from your end and the way that you map that out visually, I think, is really, really cool. I mean, it really is a great visual in terms of like, okay, we’re on this path, here are our exits. And I love the toll visual there. Because, man, that’s a great thing, especially you’re on DFW roads or you’re on Dallas North Tollway, or, you know, you’re on one of these express lanes and you’re seeing like, hey, it’s going to be $8 and 50 cents to drive from here to six miles away. Now I’m like, you got to be kidding me, man. So you get off the toll and it’s like, you know, a dollar and ten or 45 cent, or something. I’m like, okay, that, I can handle. So it’s a great visual representation of what that means.
And so, you know, but dealing with people and then just the emotions that run with that, is there a time when you’re able to speak sense into people? And it could be either the person pursuing the lawsuit or someone defending against a lawsuit in the range of emotions. But how are you helping people? Because I almost feel like there’s a huge element to your job that you’re almost like this counselor, not just legal, but like this… you’re almost serving like a therapist in some sense of just helping people understand what’s going on. What is that like?
Yeah. So, I mean, I will tell people that if they get into a big dispute, that it’ll be emotionally draining upon them and I will go into detail how emotionally draining it is. I mean, so you can say you have a lawsuit and it’s involving a small company that’s closely held. And first, they have to pay our fees and pay whatever it’s going to cost to do the lawsuit. But then I start talking to the principal and saying, “You’re going to take time away from your business to deal with this and that’s going to also cost you money and that’s going to make you matter. So I’m just telling you right now before we get into this, it’s not just what you pay me. It’s like when I tell you got to take a day away from your business to give a deposition,” where you’re going, “Oh, I can’t take a day away from my business.” “Well, you’re going to have to if we get into this.”
So that’s the kind of discussion I have with them and start dealing with the emotion. And I tell them if you’ve got emotion, you need to get it out of it. It’s a business decision and you need to make an economic business decision as quickly as you can and analyze it as quickly as you can. And the same goes with employee relations. I mean, I can tell you that emotion gets higher as well.
Yeah, yeah. Because you’ve got somebody that you’re working with and they’re causing an employee issue and it’s more emotional. The smaller the company, the more emotional it can get, right?
Sorry. Are you talking about like non-competes and non-solicits? Are you talking about workers’ comp and stuff like that? What are you referring to?
Yeah. I’m talking about employees that are causing trouble in the workplace or they were having absences, or you know, maybe they’re getting multiple injuries or there’s a dispute among the employees and one employee is causing it. So it’s that kind of thing that happens. And I’ll tell you sometimes, you know, I have to build a trust with the client and sometimes they won’t tell you all their pain points. I mean, I had a client that gave me several big engagements to work. And after I’ve been working with him for several months, I realized that there was another issue that he finally admitted to me. It was a little embarrassing, I think, for him, but we solved it.
So I get it. But for someone to tell you what they’re paying for, you can’t walk up to somebody at a cocktail party and say, “Hey, what are your legal issues?” 90% of the people won’t tell you anything, right?
You have to gain their trust. And it’s harder when you’re not in-house and you’re not their employee, but that’s my goal to do that.
Yeah. Well, I mean, it’s the same story of people that they work in either mental health or financial advising. You’re not just gonna walk up to something and say, “So tell me about the strain relationships that you have with your kids” or “tell me about the financial problems that you’re having right now.” It’s like same thing with legal. So it’s a very privileged and very high trust position that you’re in. And it does require building that bridge of trust and having a rapport and having a relationship there. And that can take some time. But then there’s instances where you can just instantly or almost instantly trust somebody just based on your interactions with somebody. So it’s fascinating.
But, you know, so I’m just genuinely curious. Going back to the employee relations. So help me, help those that are listening and watching understand what is the… you know, because you’ll hear right-to-work state, right? You’ll hear that term thrown around and you’ll hear the term that, you know, employers can fire employees for virtually any reason. And so what kinds of disputes have you seen as it relates to that? I mean, if you’ve got someone who’s causing the problems at your workplace, I mean, can you simply let them go or is it not always that clean?
Well, again, I’m not giving legal advice. But the right-to-work state means that you can work for a company, and if they’re unionized, you don’t have to join the union. You’re not obligated to join the union to be an employee of that company. And in a non-right-to-work state, it’s union-organized and there’s a union agreement. So as you might imagine, Verizon’s operating in all 50 states. They had right-to-work states and they had a union representation. So we had unions here in Texas that represented our associates. And so there’s that part of the employee relations that goes through the union leadership.
And believe me, there’s a whole set of different set of emotions that go with that. And so you’re in Texas, you’re an employee at will. You can be terminated for any reason or no reason. But I always tell the employer that that’s not exactly correct, that you can’t fire somebody for an improper reason. So you can’t fire somebody for their race or their sexual preference, or, you know, or the religious preference. You have to follow the federal law. And sometimes, you know, it’s just economically, you just have to get to a point where you have a lay off and you can’t lay somebody off and hire your cousin to replace them the next day. So there’s that as well.
So it’s not as easy as it seems to let somebody go. And then there’s always the cost of, you know, and I’ve seen this being in a company, there’s always the cost of if you let somebody go, then you’ve got to bring somebody in and retrain them and it takes them time to get up to speed. So you have to take that into consideration as well, that that person may have a certain expertise that may take time to replace, especially in this economy, I think. You know, a lot of skilled employees are hard to get these days from what I hear from my workforce commission people that I’ve talked with.
You know, you’re mentioning the DFW job market, and there’s a whole different, there’s a whole another set of issues there as it relates to just the – I mean, we have a growing… just the economy here has been very strong. It’s growing. And you’ve gotten to kind of see, you know, all sides of this, whether you’re working on some of the stuff that happened up in New York or you’re dealing with companies that have multi-state. Because as you’re talking about unions, that was really fascinating. And it was like, okay, it’s a right-to-work state, but yet I have seen unions here. And so is it one of those things where it doesn’t – if they’re not based in Texas, is that still okay? Or the unions can still exist, it’s just you have an explicit right that you’re not forced to join that union – that’s what I was trying to ask – even if the company is not headquartered here and they just simply have a branch office or some subsidiary facility here, you’re still not obligated. Is that right?
Yeah. So what happens is that the union will organize a shop and they can organize the shop here in Texas. They’re not prohibited from that even though we’re at-will state. So they’ll organize a shop. They’ll do a vote for the employees and the employees will vote to have union representation. And, you know, there’s a whole bunch of rules around how that’s done from the NLRB. And so the unions that Verizon had here in Texas were organized many, many, many years ago that way. But if you’re a new company and you open up, you don’t automatically get a union, even though you have union type people working for you. They would have to organize a shop. Or if you merged with a company that had a shop, you may find yourself in a union situation if you don’t do that merger correctly.
I got you. Well, you know, and on that note, I mean, and you mentioned earlier, and I’ve even seen it in your profile that you’ve been able to work on a couple of different mergers and acquisitions. And so give us a little bit of kind of inside information or perspective on how all that goes down from a legal perspective. Because you’re executing a business function there, but it’s a legal transaction. So what as an attorney are the attorneys going through on the M&A side? And what are some things, that I guess I’m trying to ask, that companies should be maybe thinking about or considering when it comes to trying to pick up a company or merge?
Well, there’s the due diligence that they have to conduct to make sure that they’re paying a price for an asset that’s going to be that asset, it’s going to be that value. So they have to do the due diligence. And sometimes the lawyers help them with the due diligence. You want to get involved the very, very big ones where there’s due diligence “room” where everything’s selected. It used to be an actual room. Back in the day, it used to be an actual room and everything was put in the room, but now they’re virtual rooms and everything’s put in the virtual room. And then there is, you know, what are the deal points, right? What’s the price? How’s it gonna work? What organizations are going to come? What’s going to happen to the employees? So there’s kind of a checklist that I have and some of my partners have that we go through with a client to make sure that they’ve covered all the issues. And then once we know more or less what the deal points are, then we can start drafting the agreements and negotiating with the other side to make sure we get what our client needs in the deal. So it can be very involved. It could be very simple. I mean, it just depends on the situation.
Well, and that due diligence is so important. Because you know, you’ve entered into a tentative agreement to buy a company at X price based on X valuation. And now you’ve got to make sure that everything backs that up, that it supports what that valuation is. And who knows? Maybe you’re lucky and you find out that you got a deal. So, you know, Joe, kind of as we’re wrapping up here, one, how can people get in touch with you? But two, is there any other advice or any other words of wisdom, words of caution that you’d have for business leaders, business owners across DFW?
Yeah. So they can get hold of me by going to our website, grablemartin.com. Or they can just send me an email at email@example.com or they can call me at (817) 602-5815. All that information is on my LinkedIn profile. It’s on our website. So you can find me that way. And, you know, I’m a kind of a generalist, so we have other lawyers at our – thank you. We have other lawyers that have specialty practices in our firm that we can basically answer every question that a client has.
That one has. You know, my advice to a small business is if you’re not afraid to go to the doctor when you’re sick, you shouldn’t be afraid to go to a lawyer when you think you might need some legal advice and it doesn’t hurt to pick up the phone and call somebody like me. I’ll have a conversation with you and explore what you may need. I’m not going to charge you for that first conversation. You know, maybe even the first two conversations, I won’t charge you until we can establish what you need and then we start coming up with a price that fits your budget. So I say, don’t be afraid to pick up the phone and call someone like me who can assist you. I would encourage all small businesses to have some kind of a connection with the legal counsel because you never know when you might need something on a moment’s notice. And if you have no relationship, you’re spending time finding somebody and that problem may need immediate attention.
Well, and then going and trying to find somebody last minute, too, you just never know what you’re going to get, and you want to have a little bit of a rapport going into it as well, if at all possible, you know, so there’s some kind of relationship there. It’s not just coming at you cold. But no, Joe, I really do appreciate you spent some time with me this morning. It’s been great getting to kind of hear your story, some of the things you’ve been able to see and do and just some of the general experiences that you’ve had. I really do appreciate you spending some time with me this morning. Thank you.
Thank you so much, Aaron. I appreciate being on the show and you have a great show here. So I commend it. I think you’re doing a good thing for the business community in Dallas-Fort Worth. Thank you.