“I always thought I’d go into medicine,” admits Adam Gutkin, Senior Legal Counsel, M&A at software giant OpenText Corporation. To that end, Adam worked in clinical research for a hepatologist for three summers during his undergrad before admitting to himself that the profession didn’t resonate. After a year spent bartending and contemplating his future, he ultimately applied to study law at Western University. Truth be told, it was likely in his genes. Both his parents are lawyers by training too.
After summering and articling with Osler, Adam accepted a job in the firm’s corporate group, where he worked for roughly eight years. He had a general practice—focused on securities, corporate finance and M&A—and also provided support to the firm’s emerging companies group, where he got a taste for working with technology companies.
What initially attracted him to Osler straight out of law school held true throughout his practice. “It was the people who impressed me the most,” he explains. “Thanks to the calibre of lawyers I worked with, I learned how to think outside the box and provide practical advice designed to address each client’s needs.”
“I would not be the lawyer I am today if not for my time and experience at Osler.”
You’re not in trouble
In 2013, after several years with the firm, Adam took a few weeks off to get married and enjoy his honeymoon. On his first day back at the job, Andrew McDougall, one of the partners in corporate law, slipped into Adam’s office and shut the door behind him.
“I thought I was in trouble,” Adam recalls. But in fact, Adam was about to be presented with an opportunity that helped shape his career. Tim Hortons, an Osler client, was looking to expand its legal group—and Adam was asked to join the company on secondment.
The secondment, which was only supposed to last a quarter, ended up running for almost eight months, giving Adam the chance to work on a wide variety of legal matters—including public filings, implementation of enterprise-wide projects and providing legal support across various business units. As an added bonus, it meant Adam was tapped to work on the Burger King/Tim Hortons deal following his return to Osler.
“My time at Tim Hortons showed me a lot of the positive aspects of working in-house,” says Adam. “I really enjoyed being engaged in the business, being part of the decision-making process and working with various functional teams. But the experience also helped me clarify what I did—and did not—like about working in-house, ultimately enabling me to create a checklist of things that would be important to me in any future opportunities.”
At the top of the list? The knowledge that M&A was his area of primary interest.
Spreading his wings
In 2016, an M&A-focused in-house opportunity that had lived in Adam’s imagination actually fell into his lap. OpenText was looking for legal counsel to join its M&A group.
The job seemed custom-made for him. First, it focused exclusively on M&A. Second, the legal team is viewed more like a business partner than a group that executes on decisions that other teams have reached—which was a real draw. Last, but not least, the company operates in the software industry—an area of particular interest to Adam.
“OpenText is a great Canadian success story,” Adam explains. “It started in the early ‘90s in Waterloo and is now a $13 billion market cap public company dual-listed on Nasdaq and the TSX. With over 13,000 employees, the company operates globally—and M&A has always been the cornerstone of its growth strategy. OpenText has completed 60 acquisitions in the last 10 years and has spent over US$2 billion on acquisitions since I joined two years ago. It’s really exciting to be part of that.”
Leaving Osler was difficult. “It was a rewarding experience and I made great friends and great memories,” he says. Before joining OpenText, Adam’s entire legal career had been spent at Osler, and he knew the change would be significant.
“I was always told your first move outside a firm is probably the most important move in your career. I know that I made the right choice. I’m thoroughly enjoying my time here.”
He wasn’t wrong. Adam quickly discovered that the learning curve was steeper than he had thought it would be. After practising M&A for almost eight years, he figured he had all the bases covered—especially because his only client would now be OpenText. “But they speak a different lingo in-house and in the software industry, and I realized I had a lot to learn,” he acknowledges. On the plus side, he’s approached the challenge with gusto, working with a supportive team that has helped ease his transition and continues to act as a resource when new issues or new business ideas arise.
Notably, it’s this very complexity that he most enjoys. On any given day, Adam can find himself dealing with external counsel in France, Germany or China in connection with a deal, flying to L.A. to meet with management of a potential acquisition target, or speaking with his team in India to make sure everything is in place to onboard 100 developers on closing of a deal.
“I like that I don’t know what my days will look like, but I know it will all be in support of M&A. We have a very active deal pipeline and I look at all of the opportunities as soon as they come through the door, so it’s always fast-paced and extremely exciting.”
OpenText also operates in more than 40 countries; the companies it acquires are typically based outside of Canada and have global operations as well, requiring Adam to stay on top of multi-jurisdictional issues. As an added benefit, he supports the corporate development team and works with them to evaluate all the acquisition opportunities, so he’s always learning about new companies, how they operate and the strategic rationale for acquiring them.
“My practice at Osler was almost exclusively Canadian law. Since joining OpenText, I haven’t looked at a Canadian legal act at all.”
Paying it forward
Given Adam’s career trajectory so far, he has valid advice for other lawyers who may be starting out. This includes keeping an open mind of where your career may take you and taking the opportunity to learn from the smart and talented people who surround you.
“A piece of advice that always stood me in good stead was to consider the senior lawyers in the firm as my clients. You want to work hard so they keep coming back to you,” he notes.
When not on the job, Adam enjoys playing hockey and softball—activities he continues to pursue with his former Osler colleagues. He also makes it a priority to spend time with his two young children, taking pleasure in watching them grow.
He remains indebted to Osler for helping him shape his current career. “I feel very fortunate to have had the opportunity to start and build my career at Osler. A lot of my relationships from my time at the firm remain important to this day, and I know I wouldn’t be where I am now without my time there.”