If you dread going into work at the start of each week, get a different job.

A Conversation On Leadership and Lessons Learned with Attorney Sam Efird

Sam Efird is a director in the firm’s business and finance practice group where his work focuses on general corporate law, entity formation and governance, mergers and acquisitions, and venture capital transactions. He also helps clients navigate the tax implications of their business activities, particularly as it relates to forming and operating partnerships and limited liability companies.

We recently had the pleasure of talking with Sam about lessons learned and his life in the legal profession.

You’re at the epicenter of one of our firm’s busiest departments as companies are continually in need of assistance on issues such as partnership tax when business entities are formed. Talk about 2022, and if you had a crystal ball, what does the business landscape look like in Phoenix – and nationwide?

Well, my “crystal ball” is as cloudy as anyone else’s, but the activity we have seen towards the end of 2021suggests 2022 is going to start out strong. Moreover, lots of the projects we work on take 3-5 months to prepare and close, so I would expect things to continue at a similar pace into the summer.

As a former entrepreneur, I know you enjoy sitting across the table from entrepreneurs and becoming personally invested in their success. What are some of the common mistakes that business owners make? And what advice would you offer for the entrepreneur in us all – dreaming of talking the next BIG product or service to market?

Working with entrepreneurs is one of the aspects of my job that I really enjoy. Some of the most common topics we like to bring up at the early stages of new companies or new ventures include:

• Flexibility: Most entrepreneurs are familiar with failure (i.e. most have formed companies or products earlier that didn’t pan out), but every so often, an idea that appears like a failure initially can, with some slight changes in product, market, application, etc. become the core of a successful business. For example, lots of entrepreneurs try to reward key employees with stock options or profits interests—these are great tools, but there are many traps for the unwary with any sort of equity incentive. That’s an area where flexibility can be essential—so the business owner retains ability to modify or change the form of incentive to still reward employees but fit the ultimate form of the company.
• Avoiding deadlocks: Lawyers have a habit of always saying “no” or asking clients to think of the worst possible outcomes, but there is a reason for that—we are often called in to help clients out of sticky situations. One of the biggest concerns I have is when clients start a business that is 50/50 with a friend or family member. Inevitably, there is going to be something on which the parties disagree and, if every decision requires unanimous consent, that can cause the company to deadlock and suffer significant damage before the deadlock is resolved. We strongly advise against situations that can easily result in deadlock, unless there is some back up option to resolve the issue, such as a tie-breaking vote, requirement to seek outside advice, or even allow the parties to buy out the other upon a deadlock.
• Tax consequences: I’m a little biased here, because much of what I do involves tax-planning, but the choice of entity and how a project is structured can have huge tax consequences down the road. This is one reason we really like to talk with clients before they sign letters of intent or commit to anything binding on them or their companies, so we can help catch situations where a different structure or format might produce a better end result for the client.
  

What would you tell your younger self – or a 1L at the ASU law school contemplating a career in the legal profession?

The legal profession is broader than most people realize; very few lawyers litigate disputes through to a bench trial. Instead, there are a myriad of opportunities to help clients on the front-end of deals or investments, like what I do. As much as I enjoyed law school, I do not think it is structured in a way to emphasis the non-litigation aspects of practicing law.

Who is your hero – or the person who has had the greatest impact on your life and career?

I’m not sure that I have one singular hero. History books tend to focus on examples of  individuals who rose to meet a particular occasion (i.e. the Great Man Theory), but as you learn more about those individuals and the lives they led outside of their defining moment in history, it is rare to find one that is a well-balanced role model for daily, modern life.

I prefer how you’ve rephrased the question to “who has had the greatest impact on your life and career?” That answer is much clearer—my parents. They were a daily influence during my most formative years, and were always available as I left home and grew into adulthood.

Talk about your biggest failure. What did you learn? And how did you pick up the pieces and move forward?

It’s hard for me to put my finger on one “biggest” failure; truthfully, I’m not sure that there is one I’ve always remembered. There have definitely been areas where I did not succeed (my high school athletic career comes to mind, along with certain job interviews and college/grad school applications), and decisions I’ve made that I sometimes wonder how life would be different had I gone down a different path (e.g. if I went into commercial real estate rather than practice law), but I’m hard-pressed to call those failures.

Perhaps this is the hopeless optimist in me, but I’ve always felt that there were valuable lessons in trying something and realizing that you’re not good at it or do not care to pursue it more deeply. If nothing else, they can help lead you to experiences that you will enjoy more—not to mention what you might learn along the way.

However, if forced to come up with one example of a failure, I often remember one particular interview that I just bombed. The interview was for a board seat with a charitable organization, so it wasn’t like a job offer was on the line, but I later heard that I had come across as a bit arrogant and conceited. Anyone who knows me well can probably see where this is headed—I was devastated (and still am) that this was the impression I left; most of my life I have tried to live in a manner that is understated and emphasizes putting others first. Needless to say, I was not offered a seat on the board. However, this did end up as an extremely valuable (if embarrassing) lesson that first impressions really matter. Notwithstanding what most people who know me think, or how I live on a day-to-day basis, I still have to be thoughtful and intentional when meeting or getting to know new people. 

What’s the best – and worst – piece of career advice that you’ve ever received?

Best: “If you dread going into work at the start of each week, get a different job.” I always found it daunting to answer the question “what do I want to do in my life” when people would ask me growing up. It took me years to realize that trying different things, and learning about certain things that I didn’t like, was often as helpful (or more helpful) than trying to actively figure out what I wanted to do with my life. If you have a job, college major, volunteer activity, etc. that you dread doing each week, do something different.

Worst: “Go to the best law school that you can get into regardless of location, and take a job with biggest white-shoe firm possible right out of law school.” I realize this is the traditional law school/career-services advice, and it certainly has merit for many law students, but it never made sense to me. I didn’t want to get into tens (or hundreds) of thousands in student debt, just to work at a firm that would steal my life in exchange for a big paycheck that enabled me to pay off that debt.

During our ongoing pandemic – the NEXT normal, what are you listening to (podcast or music); reading; and watching/streaming?

I’m a big history buff, and have been on a bit of a World War I kick the last several months. I just finished “A World Undone” by G. J. Meyer (on audiobook) and found it fascinating. I’m now listening to “Paris 1919” by Margaret MacMillan and find it captivating. Paris 1919 is all about the peace treaty negotiations at the end of World War I and I am struck by (i) how much WWI set the stage for the 20^th Century’s major events and players and (ii) how different things could have been (for better and for worse).

Education is a big part of your life – and your philanthropic work outside of work. Why does this sector mean so much to you?

I was a public school kid my whole life (K-JD), so I am personally familiar with and invested in public education. I also have a number of friends that are involved with education, so it has been a pretty natural place to spend my time volunteering.

Okay, you and your family are hosting a lavish dinner party. Name the three people – from any time in human history – who you would invite.

To continue the theme of my current obsession with World War I, I’d probably be most interested to spend a couple hours with Czar Nicholas II (the last Russian Czar), Erich Ludendorff (the German general-turned-dictator in WWI), and Georges Clemenceau (the French leader by the end of WWI and during the peace treaty negotiations).

I realize there are countless different ways to interpret the events that led up to WWI and caused WWI to be as destructive (on a human scale) as it turned out to be, but it sure seems like Czar Nicholas and Ludendorff had a disproportionately large role to play in the generational and world trauma caused before the end of the war. I would be so interested to know what those two individuals might think or do differently now, if able to look back on that time period with the knowledge of how the rest of the 20^th century would play out. Similarly, I wonder what Clemenceau might think about the peace process after the war if he could see how many millions of lives would be impacted (and not just by WWII) based on decisions that the US, UK, France, and Italy made (mostly in a vacuum) at the conclusion of the war.

Admittedly, my answer to this question probably changes every few months, based on what I’m reading or listening to at that time.

Many thanks to Sam, and all of the attorneys on our Business and Finance team who impact our clients daily.

For more information on how our team can help you create, establish, maintain and run a successful business, please visit: BUSINESS & FINANCE – Fennemore (fennemorelaw.com)