Strategic Execution, Creative Control, and the Art of M&A with Albert Lin

Welcome to studying law around the world I'm Claudio Claus in each episode, I talk with lawyers, law students and professors from different parts of the world to talk about legal education, careers, and what the profession looks like in real life we talk about the hard parts, the surprises and the decisions that. Shaped their paths, whether. You're planning to study abroad, thinking about working in another legal system, or just curious about how law works around the world? This podcast is for. You. Today I have the opportunity to be hosting at Alberts Lean. He's a partner at Northfield Law. He has advised on more than $30 billion in mergers and acquisitions. He brings a strong technical skill, practical judgment and and lots of very interesting stories to each transaction. He has been recognized by his peers, including for the MA deal of the year for Brookfield's acquisition and privatization of Inter Pipeline. Thank you so much for making the time to be here with us, Albert. Thank you Claudio for making the time honors all mine. I really appreciate it and she'll start off tell us about yourself and and how you ended up where you are today and maybe even what's next for you. That's a great question if we can spend all day on it, but I'm sure people don't want to know more than 3 1/2 minutes about myself. And so I would say that I think in my life experience has been a journey of what I would call mini chapters. Personally, I'm a first generation immigrant. I was born in Taiwan and I am migrated back in 93. And there was a difference in culture and then so I am a product of Western and Eastern society. And then from journey through my academics, I had sort of a dual background as well there. But believe it or not, I started out my career as a scientist. I studied the human immune system and how our immune system specifically can be used and leveraged to fight cancer. I spent quite a couple years at Princess Margaret Hospital researching cancer and the joke I make as I looked in every room, but I can't find the cure for cancer. And so I moved on. And so I started out my career as a scientist. I spent some time in a private equity and I spent a bit of time as well in law. And so maybe that in chronological order, you know, after my stint as a fail scientist came back to University of Toronto. I did law school there only enough, you know, when I started law school, I, I think I always had a mindset of being a niche and a specialist in a particular area. You know, during the time between buying my science career and going to law school, I worked a bit at a family office on the buy side is invested in the analyst. And so I, I really like what mergers and acquisition Boyer does. And so in any case, it went to law school with, with a singular mindset of becoming a corporate M and a lawyer. And after I graduated, you know, I spent a couple of years and McCarthy Detro practicing with some of the best lawyers on earth. And I still fondly remember that time. And I would say that I probably stay longer than I would have if it weren't for the people. And so I was there for, I think 3 or 4 years before like I took off my lawyer hat and joined the private equity investment team at Brookfield. And there, that's where I really kind of developed more well around this skill set in terms of thinking about the, the activity of mergers and acquisition, not only from legal execution perspective, but from a principal risk perspective. And so, you know, like, that's my, my life experience so far, a journey of many chapters. And when you asked me what's next for myself, well, like in the middle of 2024, I left Brookfield and I was looking for a little bit more creative control over my life. And I know that it sounds a little bit funny from a lawyer to say that I needed creative control, but I, I was looking to sort of crap the next chapter. My, my story in line with like how I want to do things. And so, you know, at that time point, like it was a very simple decision. We, I looked at sort of, well, you know, the business of law, I know private equity. So I think it would make sense for me to. And then we looked around the market and there seems to be tremendous opportunity said in the secondary and tertiary market for legal service. And so I ultimately decided I'm going to dedicate the next chapter in my life to building a regional best in Class A law firm servicing underserved secondary tertiary markets. I'd love to dig into your beginnings as a lawyer. You begin as a commercial lawyer, so I wanted to hear more about that part of your story and what moment you realized you wanted to continue doing that. I want to say that a lot of times with experience, in hindsight, it may seem planned, but I also sometimes feel like that could be a fiction. And so I think the only thing I want to tell perhaps like people more in your age category is that, you know, experience and wisdom, like it just comes with time. And a lot of times you just sort of like it's it's grasping the general principles. And So what do I mean by all of that? When I first started my career, I just knew that I wanted to do something more on the commercial side. I don't know exactly what that involves, but I certainly knew what I was not interested in. I was not interested in litigation. I was not interested in other areas of law, like family law and that type of stuff. And so I, I really just focused on going to a place, finding a place that I could see myself having a long term career. And I also focus on practicing with people that I do think can teach me a lot, just generally smarter than me. And so, you know, like I, I landed at, you know, McCarthy Detrow and then I started out practicing with the real estate development group, which, you know, at that time, like, and I, I'm very comfortable in saying hand on heart was the best real estate development group on, on Bay Street. And so, you know, under the leadership of at that time, like John Kerry and I overlapped a little bit with Rubinoff. Like, you know, it was just a great group and it's just a not only a great group of people, but a great group of guys and girls to practice with. And so, you know, like I neared the hill end of my career there. I was starting to trade in a lot more like esoteric assets, like kind of like in the hospitality space hotels, which feels more like M&A. And then I started to do a lot more like M and a type of deals. And so like I wish I could tell you it was planned, but no, like I think I just had general principles of, you know, doing something that's challenging that resonated with me. And at that time, like I really enjoy thinking about analyzing risk, allocating risk. And then in principle, like those are the things that is consistent every step of my journey. Like I was a scientist, I was private equity analyst and then I was a lawyer. Unifying thing about all of them is that we're in the business of risk or in the business of allocating capital and time and de risking things that are risky. And so that's how I have conceptualized like M&A is. Amazing getting should dad getting to those deals that you worked on and and including one of your deals that got an award. That's incredible. Your your career involved quite a bit of then and I wonder if you share with us the story of one of these deals that maybe taught you about, you know, risk strategy, maybe even something unexpected. Yeah, there's, there's so many moments. I would say a couple things about Risk is that I forget the exact quote. This goes back to, you know, in the immediate aftermath of September 11. And then the US is figuring out their war campaign. And then I think Donald Rumsfeld at that time had a funky, oddly worded like risk rubric. It's like the knowing no one and no one unknowns and unknown unknowns. And it's it's funny in some ways, and I think was intended to poke fun at some of his logic and maybe more generally the Bush administration's logic. But I think there is some truth to what he's saying. And like, what what is my point of, you know, saying that anecdote? I think a lot of times, like the nature of risk is to do a thorough risk assessment, you do need to evaluate all sorts of different permutations. And one thing that I think, you know, during my personal career at Brookfield that has taught me and that we've done exceeding well was that we have sometimes exhausting to our advisors, exhausting to our colleagues. But we've always made, you know, generally the right decision by looking at every single permutation and 1:00 and then sort of walking through like, well, if this happens, then what happens and how do we derive this? And is this a likely thing that happen? Are we spending too much time thinking about something that's not a real risk? And then so I think it's being comprehensive and then having a group of people with different perspectives to test every scenario. Like there is a real world significance to this. You know, like I talk about this with younger lawyers and you know, like younger startup businesses as well. Is that an, I think we have a tendency of thinking through things of like, if this happens, then it will go well. And then what do we do in those scenarios and words like, in fact, that is not the way how risk assessment works. Rather, and I I jokingly, you know, like go a younger associates in her business, then, you know, like wishful thinking is not a strategy. That is just wishful thinking. And so we need to ask the counter question, What if we were wrong? What if this actually means this? Or what if this is supposed to be like this? Have we actually considered or asked the client about that scenario and how likely that scenario is? Have we asked ourselves those questions? And so I know that maybe we're hoping for a more concrete example, but I do think that it's it's fascinating, like every day we're presented with challenges of like decisions we have to make and things that we need to advise the client on. And it's really, really important that you ask the counter questions of like, what are the opposite is true? Or what if something like we don't expect is actually a possible outcome, a possible thing that could happen, Then what do we? Do amazing. Thank you for sharing that. But something else that that I've heard you sharing before is about, you know, spotting post closing liabilities that sometimes can be missed. So why don't you ask you more about, you know, how did you develop that instinct to to spot those? And you just talked about maybe like walking through each of the scenarios and all of that, but I wanted to hear, you know, how does all this mindset shape the advice that you're giving to your clients as well? So I'm looking to myself. So the reason for developing that instinct is that I think growing up as a older sibling, I've played many tricks on my younger sibling. I would oftentimes make promises and then and then I'll tell them, just trust me. And then I turned and it turned out that it works better in my favorite than not, not do what I said I promised. And then so I think I had a lifetime of getting some advantage over my younger sibling. And like, all joking aside, I think you learn again from experience of seeing deals gone bad, of seeing deals that does not go the way that you you thought it would. And I think the most important thing about these like post closing risk is that fundamentally these are all driven by sets of covenants. I mean, a lot of them are. And it's like, it's just like when I tell my brother like, oh, just trust me, I promise so and so and I think you have to walk through the scenario of like, when will you find out whether this person followed through with her promise? How easy is it to find out that to figure out that this person did not do as he or she promised? And then if that is the case, what recourse do you practically have? How are you going to get the outcome that you need to make you whole? And is that even practical? And then with that actually happened? And so like, if you put that in the rubrics cube of, for instance, like a little innocent inter sibling like conflict where I said that, like, I promise that after, if you give me like half of your dinner and after dinner, we're gonna do something fun. Well, that problem is probably not worth as much if mom and dad are not home versus if there are. And because you can tell, tell me mom and dad. And so I'm trying to use a facetious example to illustrate the point that context matter a lot more than you think that the actual words of the province. And so there are externalities, but there's also, you know, internality S to the promises. And so it's it's a little bit of both, But I think it's actually harder to assess the context and understand those things because those are the things that sometimes you just need a lot of life experience to understand that, Hey, a promise when mom and dad are gone is not worth as much. Their mom and dad are here. I. I had the privilege of watching one of your like fireside chats recently and you you said something really interesting in this context of acquisition and continuing your business. You talked about being an advocate for Bolt money instead of burnouts. So I wanted you to share a little bit of that with our audience. You know, if you could explain why this matters it and maybe why do you personally think it's it's a good idea for clients to do that? Yeah. So maybe I'll define what my concept about money is. So I jokingly refer to this term as both money. This is in the context of a sale or sale purchase of a business that the purchase price, the consideration that you get up front in cash. And you know, the reason why I sort of sometimes colloquially and jokingly referred to it as old money is that there is an emotional aspect of it. And then there's another aspect, which is like the more substantive, like I would say that the math science aspect of it. So the boat money, the emotional aspect of it is that sometimes there is value in getting that just beyond like math and like net present day value or like, you know, like cold hard cash versus a future promise. There is an emotional aspect that or a seller that money up front where you see the realization of your hard work. It's just emotionally gratifying. And so like sometimes I revert to boat money in the sense that it's very, very difficult to get a deal done if like the seller is not excited about something. And so one of the things could be both money and So what you got to make sure the seller is getting enough quote UN quote boat money. What I refer to as I bucket too like more of those science and like empirical data is that wow, like I haven't done, you know, like extensive scientific research paper on every sellers, you know, outcome and then their returns. But in my experience, founders and people who have exited their businesses when they take a part of their purchase price consideration in some form of contingent payment, but that is like performance driven. Very rarely are they satisfied emotionally or are they hitting after the fact They they sort of hit their expected return. I think there's a couple of things. It's like, well, first of all, like when you sell a business, like you kind of want to just not be around. That's sometimes one of the reasons why he's out of business. And there's a good disconnect between, well, you are promised a certain amount of money for certain through financial outcome, but yet now you're emotionally invested in that outcome. And a lot of times you may have to stay around for a transition period to protect your investment and then that outcome. And so it's, it's not an ideal scenario in a sense in that way. And then the second way that is not ideal is that, well, of course, after you sell a business, you have generally speaking, lost control of the business and yet you're being held accountable for delivering an outcome even though you do not have control of the business anymore. I mean, I know it may sound super logical and clear when I say, even when you have full control of your business, it's very difficult already that delivers that outcome. Do you really think it would be easy to deliver that same set of outcome like when you actually don't have control of the business? I don't know if that's logical, but a lot of times people look at like the massive, massive burnouts that's printed on paper and they get sort of they convince themselves that is better. But like I think it empirically speaking, I have a very, very rarely met a founder or business owner who exited and who would have preferred to take more earnout. Generally, their experiences that you take the boat, money as much of it as you can, and you run. Thank you for for sharing that and giving you the the context deserved something else that that I heard you saying and I thought it was quite genius in in the same context of buying a business, exiting and all of that. Usually you, you see the big number to pay out. You see all the the things, including how good of results the business can give you within years, you know, a good track history. But there's a lot of the human, the operational side, all of these parts that are not, as you know, obvious when you see the numbers. So that can be also as a joke referred to as quote UN quote bag of problems. So I wanted you to to comment on that side as well of deals beyond the numbers. In my personal experience, there often times is a disconnect between sort of the investor mindset and the operator mindset. The investor mindset is that I love all we do these four things, OK, here is like the key growth drivers. This is how we want to focus of business on capturing these opportunities and this is the debt ratio that we need to get U to. And then, you know, like we need to reduce like cost side of things to get more efficient and maybe we need to get a bit more scale and by doing a couple more acquisitions. So from the investor mindset, you tend to think of like the really, really big picture in some ways, devoid of what actual execution looks like and forget execution of those things. But rather what does running this business beta date in the static state even looks like? Forget changing it. And so it almost has a feel that like we're playing a video game and toggling like a couple like numbers and then Bob's your uncle and you're there. And so that is very far from reality. In reality, it's very difficult to even keep the business of any scale at a like sort of steady state, never mind changing it. And so like one thing that I find that people tend to one day, particularly people who are early in their life journey of like growth by acquisition, they tend to underestimate the amount of problems that they need to deal with. And a lot of times is because they just don't have enough operational experience and they haven't had gone through a couple gut wrenching change management sagas. And then like what restructuring of business looks like. And then how this like dealing with underperforming union look like. And then how do you get something from, you know, a formula 14 to a Formula 1D? Sometimes that could take a decade with like immense amount of capital investment And so like. I think the same bag of problems is to try to balance out investors thinking in terms of like it's not just a couple KPI that you're toggling and then it's like Bob, Bob's your uncle. You will have a hard time just to keep it running in the sub optimized way it is. And then you will have it even harder time layering changes to achieve your goals, particularly if you don't have an operator mindset. Thank you so much for sharing those details. I think they're, they're very important and they bring an important aspect of the lawyer who is also a business person who can know advice beyond just the league of advice, but can be really a sounding board to those people who are looking into some advice, maybe not only on the legal side, like really from a business perspective, which really go well side by side. And in this whole context, I know that something that that you've said before that goes beyond the strategy you highlight also the importance of systematizing the businesses so they aren't depending on, on the founder only. How do you guide founders or, or what kind of advice do you usually give them when it's sometimes your business becomes a species of a child, right? And it's an emotion that you want to be part of every decision. Well, what are some of the the thoughts that you share with those clients? Usually it's not an easy process. I think there is a hugely emotional aspect and then like I would say, let's just go through stages of this. I think in the beginning, like the first step involves understanding and like it's like that ahah moment or it's like, OK, what am I doing that is not getting us to the next place? It's like, well, this business is really tied to me. If tomorrow I keel over, you know, like there's nothing left of the business because everything is in my brain. The good will, the brain is in my body and all the knowledge is in my head. And so I think the earlier you realize that the veteran, you have more options, you have more time to work away at this. And then like it begins that like I would say, like martial arts training, a lot of times it's just there are so many problems and so many things that you are dealing with, particularly, you know, when you start from scratch, there's lots and you don't have a team. You are the team, you are dealing with 17 things, 17 functions at the same time. And in many ways, the entrepreneurial journey specifically select for people like that that you wouldn't survive otherwise. And so I think the challenge even once you have the realization is prioritizing your time and figuring out how to systemize one process at a time. And then there's another layer where it just tests your emotional fortitude because it requires you to train people other than yourself. And then sometimes it evolves beyond people. It could be machines to do a certain thing and then frankly, it requires a different skill set. It's the being able to like understand, articulate the process and then sort of compartmentalizing it into different parts and then reducing the number of steps and then re engineering the entire process to be more efficient and to be more scalable. And so it's, it's a constant process of change. And if you think like showing up to work, you know, like from 9:00 to 9:00 and doing the same thing every day is emotionally draining, Try doing that plus another 4 hours and fixing things all the time. And so it is very emotionally taxing. And then just having that realization. I, I think a lot of times, you know, like conceptually, it's one thing to say that like, Oh yeah, I get it. But you really need to have like a founder lead moment where they self realized and they have accepted the fact that they're not going to be around forever. And then the only way that you can give the business that you created perpetual value is that you need to figure out how to remove yourself from this entire product like method of production was caught. Very interesting and very important for anyone who's trying to build something that truly, you know, outlived. Then in a way to to finish up our podcast today, I wanted to hear a little more about, you know, looking back on your career. What are some kinds of advice that you would give to younger lawyers who are starting today in corporate law in any kind of business who are trying to, you know, to build a career that is fulfilling for Dan and and that really where they are able to find interesting adventures? That's really good. I think if there is the point of advice. So first of all, if you're looking for some sort of advice about like get rich quick, very clearly, I would not be a good person to tell you that advice. And so you should look elsewhere if that's where you're looking for. But I think the key thing that has like helped me go through each stages of like my career challenges and then achieve Ray results at each of those things is a commitment to your craft and then the openness to doing things differently. And So what do I mean by that? So when I say like commitment to your crap, it's sort of just again, it, it, it, it will sound like very much like old school martial art. It's taking up a discipline. It doesn't matter what it is like it could be MMA, it could be music, it could be anything, it could be making podcasts, it could be anything creating media. But is picking a thing that, you know, you seem to have just a curiosity for and you have a desire that you can't explain it. You don't know why, but you just need to do it. And then you just and, and like, a lot of times I think people like use joy and say like your, your passion, to be frank, like, you know, like, I think I come across as pretty flat affect. I think part of it is because I don't know if necessarily like having a passion is like a good indicator of like things that you'll be successful. And I'll give you a good example. I love Kyle surgery, but the last time I checked, nobody's ever asked me to go kite surfing and would like pay me for it. And so I certainly am not a world right guy surfer, but I have a passion for it. And so, but it's just the time space and like where I live, it's not a possible thing for me to excel at. And so like what I find, you know, has been helpful is then finding something that you just gravitate towards. You have the resources and the opportunity to train those muscles like daily, whenever you feel like there's available resources for you to think about those things and finding an environment that is supportive of that, surrounding yourself with really, really smart people and then working that's really, really smart people because you can learn a thing or two about how they became who they are. And then, yeah, like I think it's those things owning your craft. And then and part of it is that having the humility to understand then it's OK to say that, well, I could be better tomorrow. And even if you're become a world champion, there's always an opportunity to become better tomorrow. It's it's not a negative inference on who you are today to say that it could be better the next minute or what not. So I think it's that. And then like having the openness to explore things like you only have to look at sort of what has happened in the last 20 years, let's say Internet ecommerce, how manufacturing like offshore has become such a huge thing and they're moving up the value chain that the become somewhat of existential threat for some of the Western production capacity. And look at the new things that people are inventing like AI And I, I joke then I give it a 5055 years from now, we may not even need junior associates anymore. And there is some truth to the existential threat. And so I think you always have to think, OK, what are the opportunities and threats out there? And instead of resisting or telling yourself a story that that is not going to happen, you should ask the opposite question, What if it does happen? How do we position herself in that world where some specific AI agent or model can do municipal law as good as a second year associate out-of-the-box? What will we do differently? And so I think it's these things that you constantly have to survey and then you will at some point have to make a bet on like, OK, what things are we going to try and invest time in and like to see if there's a different way of doing things. And so in our business, like we're constantly exploring like how automation, particularly with the Advent AI, is like, how are we going to prepare for the coming age of like the machines, the machines are coming. And so we were constantly thinking about these things. And so to kind of like summarize, like I think he wanted to keep your mind open for new threats and opportunities that make concerted efforts of focused big bets on new ways of doing things. And 2nd, fundamentally, you need to hone your craft. The only way to be great is something is to start with being fat is something. Putting a lot of time and becoming adequate is something. And then becoming good and become in great and becoming the best in the world. It's just hard work there there. There's nothing that really beats that other than commitment and repetition. Thank you so much for taking the time to share your thoughts and a little more about your career and journey here in the podcast. And thank you so much you all for tuning in and listening to today's episode. Thank you. Thank you for your time and I really, really appreciate the opportunity. And then it's always a pleasure. Thank you so much.