VOL. 123 | NO. 203 | Thursday, October 16, 2008
Good Discusses Corporate Practice, Economic Effect on Mergers, Transactions
By Rebekah Hearn
Firm: Bass Berry & Sims PLC
Basics: A founder of the firm’s Memphis office, Good practices in the areas of securities offerings and other corporate finance matters.
John Good is a member and former managing partner at Bass Berry & Sims PLC and a principal founder of the firm’s Memphis office. Good practices in the areas of securities offerings and other corporate finance matters, mergers and acquisitions and corporate governance. He serves on the firm’s Executive Committee, which manages the firm.
Good is a member of the American Bar Association’s Business Law Section, Corporate Governance Committee and its Governance Standards Subcommittee, as well as several other organizations.
He has been listed in the Best Lawyers in America since 2000, and has been named one of the best lawyers in Tennessee by Business Tennessee magazine since 2004.
Q: What initially attracted you to practice law?
A: I started out my career in the accounting business, and as I developed a tax practice, I became fascinated with the way that transactions were structured (and) the way deals came together, and saw the accountants as playing more of a compliance role for companies. I wanted to be on more of the creative side, and so I went to law school with a view toward being involved more on the structuring of transactions, the creation of companies.
Q: So when you went to law school, you knew you wanted to go into the general area of corporate transactions?
A: Right, I knew I wanted to go that way from my time in the accounting business, and when I was in the accounting business, I had a tax practice that was a relatively sophisticated transactional tax practice with a lot of corporate tax work and a lot of partnership tax work. I was practicing in the age of tax shelters, and I’d see these very complex transactions structured, and I thought, “I’d like to be doing the structuring of these deals as opposed to seeing them after the fact and just looking at them for compliance with the tax code.” Likewise, on the corporate side, I dealt a lot with corporate mergers and acquisitions, recapitalizations and so forth … and that got me interested in how mergers come together, and so the combination of all that led me to want a career on the legal side of business.
Q: Did you have anyone when you started practicing law whom you would consider a mentor?
A: Ken Clark was probably my primary mentor, along with Lawson Apperson – both of them are with Wyatt, Tarrant & Combs LLP. Lawson provided a lot of opportunity to be involved in sophisticated things; Ken really took a personal interest and mentored me on how to be a great lawyer, how to practice law, plus giving me great opportunities with clients.
Q: What is your view on the economic state right now, as a former accountant and current practicing lawyer?
A: I think that anybody who is in the business of doing deals has seen a fairly significant drop-off in activity over the last four months. For those of us who are just good, solid, large regional firms, we’ve all seen a decline in activity in the merger and acquisition area, because there’s no credit available, so your financial-sponsored buyouts have all but gone away. Your strategic mergers have all but gone away, because nobody is comfortable with anybody else’s balance sheet. For the securities offerings, with the stock market swinging 1,000 points one way or the other every other day, it is not a time for any company to be out raising capital. So there’s been a significant decline as people wait for things to stabilize and bottom out. What that’s done has led us more into strategic planning engagements with clients, planning for what the moves are going to be when we come out of the period of volatility and uncertainty. I’ve been in the work place on the business and financial side for now 28 years, and this is by far the worst I’ve seen.
Q: Can you discuss one of the most difficult hurdles you have had to clear during your professional career?
A: There was the hurdle of starting an office for an out-of-town law firm from the ground up with no real foundation, no real groundwork having been laid before we opened the door. It’s worked out fabulously well, but just the hurdles of effectively starting a new business, which is for all intents and purposes what we did when we opened the Bass Berry office (in Memphis) in 1999.
Q: What do you enjoy doing when you have time to yourself?
A: I spend a lot of time with my family; we take a lot of family vacations. I love to play the guitar, I’ve been playing guitar for a long time. I love watching all kinds of sports, particularly Memphis Grizzlies basketball. I’m very, very involved in my church, and I spend a whole lot of time working on projects there, and I’m on several nonprofit boards.