For most general counsels, shepherding four acquisitions over the course of a year would be a milestone. Evan A. Michael routinely oversees 10 times that number.
As general counsel and executive vice president for NFP—one of the nation’s largest insurance brokers and consultants—Michael has made mergers and acquisitions the centerpiece of his 13-year-plus tenure at the Manhattan firm. At last count Michael had well over 250—the pace has only picked up since his early years at NFP—though he doesn’t seem to regard the number as overly impressive.
“Many of these were smaller or mid-sized consultants or brokerages that fit in well with our regional plans and with our company culture,” Michael tells Vanguard last fall. “They’re not always groundbreaking moves, but they add great people to our organization, which is where the real value lies. Still, you won’t necessarily read about these deals on the front page of The Wall Street Journal.”
Though that doesn’t mean they’re routine or that Michael’s role is completed with the acquisition. For every one consummated, there’s an integration process focused on welcoming the new work force.
All in it together
The acquisitions must complement NFP’s “People First” motto, assures Michael, who partially attributes that corporate value to him coming aboard in the summer of 2006.
“Not only do you have to understand the economics of the transaction, you have to understand the seller’s motive and what will drive them once they join NFP,” he says. “We may not be able to agree on all deal points, but at least the seller needs to know they’re being heard and their fears are being allayed. Making the sellers feel like family on day one is key to a successful transaction. Navigating the economic and legal realities of a transaction with the personal aspect of someone selling their business to us is a crucial skill for an NFP lawyer.”
A long-time outside counsel of NFP, DLA Piper’s Brian Kaplan, attests to Michael’s people skills as well as his legal savvy on the M&A front. Kaplan considers Michael’s in-house team to be equal to an elite private law firm, and says DLA Piper is honored whenever its services are called upon for such matters as when an a deal needs a restrictive covenant.
Just last year DLP Piper took successful action on NFP’s behalf in the United Kingdom against someone who tried to depart an acquired firm with unentitled property. If need be, Michael can be quite the velvet hammer, Kaplan says.
“He reads a room really well,” Kaplan says. “He knows when to be tough or amiable, how to work with people and when to push and lay down the law.”
It’s a skill Michael expects in his own legal team, since they’ve been the ones doing the heavy lifting for the deals over the past couple of years. That had been Michael’s primary duty when he came to NFP in late 2006 from private practice at Skadden Arps and Goodwin Procter. But since being promoted to general counsel in 2017, his responsibilities have broadened. Having an increased scope of duties has allowed him to rely more on what he considers a dream team of in-house M&A legal talent on every deal.
Some of that legal expertise can be said to have trickled down from the top, NFP Chairman and CEO Doug Hammond having been the firm’s general counsel years earlier and having recruited Michael.
“Evan’s legal and M&A acumen is top notch,” says Hammond. “But he has flourished at NFP because regardless of the size of the deal, he relates to the sellers, makes them comfortable during a process that can be stressful, and delivers a great experience in an area of our business that is very important to our growth and the value we deliver to clients.”
The big boss continues to be a great mentor, Michael attests.
“While he’s always pushing me to take on more, he supports bringing in high-character people who are very good at keeping us on track,” Michael says.
One of those lawyers, Senior Vice President and Associate General Counsel Veronica Moo, came to NFP when Michael did, in 2007. Then there are two hires Michael says have really helped drive NFP’s deal process to the next level: Ross Epstein and W. Benjamin Falk.
Often going outside
To complement the strengths of NFP’s internal legal team, Michael nurtures strong professional relationships with outside counsel, including not only the New York City affiliate of DLA Piper, which can be depended upon to provide employment and labor advice and to keep NFP up to date on the ever-changing landscape.
Winget, Spadafora & Schwartzberg has also been a key partner to Michael and NFP in the insurance defense and regulatory space. Winget also represents many major U.S. insurers, navigating a complex legislative and regulatory environment.
Then there’s O’Melveny, a newer firm in Michael’s stable of key outside partners, but one that has quickly become valuable in the deal process with its deep knowledge of California’s unique and frequently changing employee laws.
“In places where the landscape is changing, you need excellent lawyers,” Michael says. “California is a big landscape. This firm [O’Melveny] has helped us tighten up our documentation and remain in compliance.”
Michael’s contributions to NFP go back to the beginning of his legal career. As a second-year Skadden associate, the firm he joined after graduating from NYU School of Law in 2002, Michael’s clients included NFP. When one of NFP’s in-house lawyers departed, he was sought as a replacement. The opportunity took some soul-searching, he recalls.
“I loved my time at both firms [Skadden and Goodwin] and wasn’t really looking to go in-house,” he says. “But I did want to be more involved in the business process. I knew at NFP the lawyers were given a lot of responsibility and had a say in deal development, and that was enticing and exciting—to do the transaction and work with the same people for years to come.”
Some 250 deals later, NFP remains in acquisition mode. It feels like home, and apparently not just to him—despite 13 years on the NFP legal team, the 42-year-old Michael says he can still feel like a junior executive with much of executive management pre-dating him.
“But that’s the secret sauce about this place,” he says. “My 11-year-old son is friends with the kids of other NFP executives, and my wife [Wechsler & Cohen partner Kim L. Michael] is made to feel like family too. It’s a truly special and unique place to work I feel very grateful every day I spend it at NFP.”
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