William P. Morelli most recently served Ingram Industries Inc., one of the largest diversified private companies in the U.S., as its Executive Vice President, General Counsel and Secretary. Leading the legal team for over 23 years, Bill also played a business executive role, working with the family owners and profit center heads to provide strategic and tactical direction, as well as management and execution of business plans. Along with his general business and corporate responsibilities, he developed and administered the compliance and ethics program for both subsidiaries of the company. Bill adds his expertise to the strategic counsel, leadership development, succession planning, and other services BarkerGilmore advisors provide to legal and compliance departments, CEOs, and boards across the country. In addition to his senior advisor role, Bill was recently elected to the Board of Directors of Ingram Industries.
How do you define the unique role of the General Counsel in family-owned businesses?
Early in my career, I served in-house at a subsidiary of a public company where quarterly earnings and Wall Street expectations set the tone for day-to-day engagement with the parent company. Once I went to work for a family-owned private company all of that changed, and it was clear to me from the beginning that there were two major differences. First, family desires and dynamics played a major role in company strategy and direction, and second, the incessant push for short-term earnings growth was replaced by a longer view of how business strategies can develop over time. I think that patience for looking at a longer-term payback allowed for more rational and nimble decision making.
Since family dynamics played a major role in business decisions, did you consider that to be a challenge?
I viewed the family dynamics as a benefit more than a challenge because with a small number of shareholders, not only were their goals and objectives very clear, but it also helped me to focus where to devote my energy. The dynamics among individual family members needed to be understood to allow for the best advice to be given. Sometimes sorting through individual family goals, personalities, and motivations became the most important determinant of providing sound advice.
Can you give an example how those dynamics came into play?
There could be differing views on risk tolerance between family members in acquisition scenarios, and understanding their individual views allowed the General Counsel, CFO, and other members of the deal team to negotiate and help mediate those differences to finally arrive at a unified negotiating position. Also, knowing the family pressures one owner was facing might help me to understand a particular business policy or direction being pursued, which allowed for a more informed legal strategy.
You referenced the ability of family businesses to have a long-term rather than short-term view; how did that impact your role?
It was a strategic and market advantage to know that the company could make acquisitions opportunistically irrespective of general market conditions, or to let a struggling new business venture mature into profitability when others would have sold it, or shut it down, because of earnings pressures. A corollary of being able to take a longer-term view of an issue was the nimbleness with which a decision could be made, and the ability to engage the ultimate decision maker quickly on topics of importance.
What do you think is the toughest challenge being a General Counsel for a large private company?
The very nature of large private companies is that the owners and key executives are usually high-wealth individuals who are often accustomed to being in charge and having people defer to their judgment. As a General Counsel in a company like this, it’s important to develop the emotional intelligence and communication skills necessary to speak truth when necessary and to be willing to “tell the emperor he has no clothes.” This can be an uncomfortable but necessary part of the role and can ultimately define the success of the legal function in this environment.
How did you handle situations where the owners chose to take their own path?
I was blessed to work for owners who were thoughtful listeners and who would always engage in a healthy debate if we disagreed. To their credit, if, after discussion, I still felt that something needed to be done differently from a legal or ethical consideration, they preferred to not push an issue right up to the line.
In your role as a BarkerGilmore advisor, where do you see yourself adding the biggest value to GCs?
I feel my best fit will be working with private company GCs to improve their effectiveness in a private company environment. I don’t believe in a formulaic or “one size fits all” approach to working with GCs and feel strongly that each situation demands flexibility in approach, and openness in assessing what would work best to produce better outcomes for each GC. I’ve been told I’m a good listener and approach issues with a collaborative, collegial manner – all of which I find important in helping others to develop strategies and plans for their continued growth as GCs.
Any final thoughts?
I think that working for a large private company is one of the best in-house positions available, but too many attorneys aren’t prepared for the subtle and not-so-subtle nuances of dealing with high wealth, in-charge owners. As a result, gaining additional insight into the rewards and challenges of working in such an environment is invaluable.