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Global Food Supply Firm's First General Counsel Talks Growth, Risk A week into his new job, Michael McGowan discusses the expectations and challenges he faces as the first general counsel and one-man legal department of a company with big plans for expansion. "We’re a growing company that’s going to need to take on some level of risk," he said.
By Phillip Bantz | October 07, 2019 at 02:27 PM
Michael McGowan, general counsel and senior vice president of corporate development for Verus International Inc.
As word spread about former AOL dealmaker Michael McGowan joining Verus International Inc. as general counsel, so too did investor speculation that the food products supplier was preparing for a major mergers and acquisitions deal.
McGowan began his new job at the Gaithersburg, Maryland-based firm Sept. 26. Verus distributes food products, including meat, condiments and vegetables, primarily in the Persian Gulf region. But the company is making moves in the U.S., most recently with its acquisition of Big League Foods Inc., which has a license to sell Major League Baseball-branded ice cream and candy for all 30 baseball teams in the MLB.
Earlier in his career, McGowan spent seven years at AOL as an executive and in-house leader. He was involved in AOL’s merger with Time Warner and its acquisition of Netscape and MapQuest for $1.2 billion and $1 billion, respectively.
He most recently served as the general counsel of Cava Group Inc. and oversaw the restaurant company’s $300 million acquisition of the Zoës Kitchen restaurant chain in 2018.
McGowan spoke with Corporate Counsel a week into his new job about the expectations and challenges he faces as the first general counsel and one-man legal department of a company with plans for big growth. The conversation has been edited for clarity and length.
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Corporate Counsel: What are the primary hurdles that you foresee as you take over as GC at Verus?
Michael McGowan: How do you protect the company and mitigate risks in the least intrusive way in terms of the growth of the company? So what do you do to help the company continue to grow but grow in a smart way that minimizes risk and protects the company? At a macro level, that’s the biggest challenge that anybody coming into a position like this would face.
CC: How do you approach the position as the company’s first top lawyer? I’m sure there are plenty of expectations.
MM: I think you really approach it as a teammate. It’s easy to say no to things in a legal capacity. But I think the really outstanding and valuable in-house lawyers and general counsel go beyond that. They’re trying to understand a solution. You really need to dig into the business and understand the business as best you can. When you’re asked to do something, a lot of the knee-jerk reaction is to say no. I think the way to think about it is, “Is there a creative way to say yes but protect the company at the same time?” So I come at it from a slightly different perspective. We’re a growing company that’s going to need to take on some level of risk. To me it’s about, “Can you find a way to do what the company needs to do to satisfy its objectives but at the same time protect the company?”
CC: What’s your working relationship with the CEO?
MM: He’s in the office next to me, and we’re definitely collaborating and constantly meeting during the day formally and informally.
CC: There has been some buzz on Twitter about your appointment foreshadowing a big M&A deal in Verus’ future.
MM: The company doesn’t comment on market rumors as policy. But the company is constantly looking at trying to grow. That growth is organic, from what we have here, but it’s also looking at acquisitions like Big League Foods.
CC: Are the acquisitions the company is looking at primarily in the U.S.?
MM: We’re looking at a variety of things, both U.S. and international.
CC: You stated in the press release announcing your appointment that you “joined Verus at this key point in its business acceleration.” What exactly does that mean?
MM: It’s a key point because I think it’s established that it can have success in what it’s doing. Now it’s about, “How do you replicate that success and really try to grow?” Once you’ve established some level of success we want to go to the next level and clear the next level. It’s revenue growth. It’s growth of employees. Finding new partnerships whether through acquisition or commercial contracts. It’s finding new partners and new methods and ways of distribution and bringing new products into the mix as well.
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