Early in his career, a contentious turf war taught Bauer Performance Sports’ Michael Wall everything he needed to know about being an in-house counsel.
By Fred Jerant
Despite a rewarding seven-year career in private legal practice, with Boston firms Hinckley Allen Snyder & Comen and Goodwin Procter, Michael Wall had an itch to join the corporate world. Most of his private-practice work, which was primarily transactional, afforded only glimpses of the businesses.
“I could see where a company wanted to go,” he recalled, “but as outside counsel I wasn’t along for the ride.”
But Wall’s involvement with New Balance, which outsourced most of its legal work, exposed him on a regular basis to domestic and international manufacturing, distribution and supply arrangements, trademark maintenance/enforcement and endorsement/sponsorship contracts. And he found the work to be appealing.
‘Ground Zero’ at the Garden
In 1995, the crumbling Boston Garden was closing; construction of a new state-of-the-art arena (now known as the TD Garden), which was triple its predecessor’s size and with plenty of concession outlets, retail opportunities and a year-round operating calendar, was winding up; and the Boston Bruins hockey team was in the middle of a lockout. This also is when Wall was hired as the organization’s sole attorney.
“It was pandemonium,” he said. The “Legal Department” was an empty office, and the legal files Wall found there did not apply to the new facility. Wall’s “clients” at the Garden were three entities: the Boston Bruins NHL franchise, the corporation that owned and operated the arena, and the corporation that operated its concessions—which were affiliated but effectively competing with each other. He reported to the chief executives of these entities and to the General Counsel of the parent company, Delaware North Cos. The building owner/operator had the Bruins and the Boston Celtics NBA franchise as long-term tenants and also hosted hundreds of concerts and other events.
Wall immediately was embroiled in legal controversies that arose out of a multitude of parties competing for revenue opportunities that the new arena offered—the Bruins, the Celtics, event promoters, vendors and unions—as well as adjacent landowners, such as the MBTA, which owned the new commuter rail station under the arena and the “Big Dig” that was underway next door. These issues involved real estate law, landlord/tenant law, Americans with Disability Act regulatory compliance, personal injury/premises liability, labor and employment law, litigation and other matters expected and unexpected.
As he dealt with the legal turf wars that inevitably arose in
the new arena, Wall had to be objective in his interpretation of the contracts that governed use and occupancy of the facility and adjacent land, especially when these contracts involved the affiliated entities that he represented. The Celtics were especially vigorous in defining and defending their contractual rights to occupy the arena and were sensitive to any favoritism that they expected the building owner might show to sister company the Bruins.
This baptism by fire prepared the Garden’s legal leader to assist in negotiating other complex situations during his tenure, including: Restructuring the relationship between the Bruins and Red Sox as to their ownership of the New England Sports Network (NESN); Negotiating a new Celtics lease for the arena; Addressing the fallout arising out of three lockouts in 10 years, involving the Bruins (1994-95 and 2004-05) and the Celtics (1997-98); and The hosting of the Democratic National Convention in 2004
Wall highlights the arena’s hosting of the 2004 Democratic National Convention as particularly challenging from a legal standpoint. The parties involved included the Democratic National Convention Committee, the City of Boston host committee, the contractor that renovated the arena to meet the needs of the convention, and law enforcement agencies, including the Secret Service, which was safeguarding the first convention held since 9/11. Each of these parties had objectives that needed to be orchestrated. To add some excitement, the site was picketed by the Boston Police Patrolmen’s Association in a dispute with the city.
Building up at Bauer
In 2008, Wall left TD Garden and joined Bauer Hockey as Vice President and General Counsel, immediately after the company was sold by Nike to Kohlberg & Co., a private equity firm.
And his first duty at Bauer? Starting up the Legal Department. From scratch. Again.
“I came on board to establish a stand-alone Legal Department,” Wall said. “Until Nike’s sale of the company, most of Bauer’s legal needs were handled at Nike’s headquarters (HQ) in Oregon.” Legal files were divided between Bauer’s research and development (R&D) facility in Saint Jerome, Quebec, and Nike HQ.
“When I arrived, the only material I had on hand to help me understand the business was a copy of the purchase agreement by which the company was sold to Kohlberg,” Wall continued. “I was immediately impressed with and fascinated by the complexity involved in operating a successful consumer products company. Each function, from R&D to sales and marketing to supply chain and logistics, must be perfectly aligned.”
The company’s dedicated senior team helped Wall get up to speed. Right away he was immersed in the law applicable to consumer products companies—particularly consumer product safety law and antitrust and competition law for the U.S., Canada and the European Union—and in protecting Bauer’s deep intellectual property portfolio, which now includes 418 patents and 320 trademarks. Wall also set about the task of developing contract templates and policies and procedures appropriate for Bauer’s new standalone status.
Just a few months later, Bauer started an aggressive acquisition program (six companies in five years) to complement its core ice hockey equipment business, expanding into lacrosse equipment, team apparel/uniforms and baseball/softball. Naturally, merger-and-acquisition diligence entered the legal mix. In 2011, Bauer completed an initial public offering on the Toronto Stock Exchange. Wall became Corporate Secretary for the new public company, Bauer Performance Sports Ltd., and he is responsible for ensuring the company complies with Canadian securities laws.
Currently Wall is assisted by Michelle Hanson, Bauer’s Assistant General Counsel. “She came to us after 10 years in house at Timberland,” Wall said, “and was a perfect fit. Michelle’s experience in contract drafting and negotiation, IP, marketing, manufacturing and distribution, product safety and other matters complements our needs, and she’s a terrific, collaborative problem solver.”
Apples, but mostly oranges
Looking back on his two career arenas, Wall acknowledges certain similarities between private and in-house practice. “You put in long, arduous hours, must be continuously available, and always share the client’s sense of urgency to get the work done,” he said.
The differences, however, are greater. “You need an entirely different mindset for in-house practice,” Wall said. “In private practice, you might work on five or 10 matters at a time. In house, it can be 10 times that.”
The pace is faster, too, he added. “You’ll have a sense of what’s needed to operate effectively, but there are many things that must be addressed. Every day, you’re confronted with unexpected challenges and you need to be prompt, accurate and succinct in responding to them.”
“Also, in private practice, you have the luxury of tapping into the legal expertise of your colleagues before advising your client. In house, you often have to make judgments alone, based on similar experiences and how they relate to the business’s interests and strategic plan. You must also have the self-confidence to say ‘I don’t know’ at times.”
Frederick Jerant is a freelance writer in Allentown, Pennsylvania.
Michael's Key Partners:Smart & Biggar (Intellectual Property & Technology Law) | Stikeman Elliott (Business Law) | Edwards Wildman (Outside Counsel)
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