Graham Conlon is a Partner and English-qualified solicitor at CMS, where he is the Co-Head of International Private Equity and the Head of Corporate and M&A in Kyiv. He divides his time between Warsaw and Kyiv and has a regional role and advises on private equity and M&A transactions throughout Europe and beyond.
Before joining CMS in 2010 Conlon spent five years with Linklaters renowned “flying squad” in London and Bucharest, then almost two years with Bingham McCutchen and another year and a half with Salans (now Dentons) in Almaty, Kazakhstan.
Run us through your background, and how you got to your current post.
G.C.: I originally signed up for a career in the Royal Air Force, and they sponsored me through university and taught me to fly before I realized that a career in the military was probably not what I wanted in the medium and long term. So in my final year of university I applied to Linklaters, got the job, and requested special permission to extricate myself from my military commitments. I received that permission, but on the condition that I repay everything back to them – a debt that was hanging over my head for quite some years before I could finally afford to pay it back!
Was it always your goal to work abroad?
G.C.: Yes. One of the main reasons I joined Linklaters was because of the international opportunities available. As part of that I was offered the opportunity to spend six months as a trainee in Bucharest, and I loved it so much that I ended up staying four years, working as part of Linklaters’ regional CEE/SEE private equity team, doing deals all over the place. It was hard work, but a lot of fun too, and I learned a lot – in particular thanks to Ted Cominos, my former Linklaters boss and mentor. But at some point I decided that it was about time to return to London, so as to not get pigeon-holed as a CEE specialist at too young an age, and I took a job at a US firm. But whereas I had been running deals at one-year PQE in CEE, back in London I was responsible for drafting due diligence reports, doing basic research, and doing first drafts of transaction documents. I felt under-challenged and bored and quickly realized that I was an emerging-markets lawyer at heart. And so I dedicated my career to emerging markets from that moment onwards. But by then it was 2008, just after Lehman Brothers, and the M&A market was a bit quiet, so I used the opportunity to spend a couple of years on secondment to Almaty, Kazakhstan, where things remained pretty busy notwithstanding the global crisis.
Tell us briefly about your practice, and how you built it up over the years.
G.C.: I joined CMS as a Partner in 2010 along with Ted Cominos and seven other former Linklaters colleagues. Ted and the team have since moved on, but Anela Musat, Camelia Tanasoiu, and I stayed, and we continued to build up the practice and the team step by step, and I am really lucky to work with such great colleagues for great clients. Generally my clients tend to be private equity funds, strategics, or high-net worth individuals doing M&A deals in the region, but I also act for CEE/CIS-based clients when they are doing deals in the West. For example, last year I advised Amica, the Polish white goods company, on their entry into the UK: the largest Polish investment in the UK to date, as far as I am aware.
Do you find CEE clients enthusiastic about working with foreign lawyers, or – all things considered – do they prefer working with local lawyers?
G.C.: The very big cross-border PE & M&A deals, as well as M&A deals in less developed markets, are often governed by English law. Clients therefore require English-qualified advisors in such circumstances, and they appreciate the value-add that we can offer given that we are based on the ground in the region and have a long track record of doing deals here. By the time that clients instruct lawyers, they have typically made up their mind (at least in principle) that they want the deal to go ahead, so they need lawyers who can find a way to get the deal done on sensible terms, rather than come up with a long list of reasons as to why it cannot. On nearly every CEE/CIS deal there is always an issue that pops up – an issue which, in the West, might be a deal- breaker, or at the very least a reason to chip away at the purchase price, or delay closing. But chances are that we have seen the issue before, somewhere else in the region (and I have seen a real range of strange issues in my time, including some which would make a John Grisham novel seem tame), and we are able to find pragmatic ways to get over it and move on with the deal. In more developed countries such as Poland, however, the need for an expat lawyer is much less – the jurisprudence and the courts are sophisticated enough for local law to be used. However English law is still used sometimes when there is a cross-border element.
How about the cultures? How would you distinguish the four cultures you’ve lived and worked in?
G.C.: There are definitely cultural differences between the UK and some of these countries – and a lot of superstitions. Some of my favorites include: never leaving a window or door open such that a draft blows through (otherwise you will get sick); not whistling indoors (you’ll get poor); not returning to your house to pick up something you forgot – and be sure to look in the mirror if you do; not shaking hands over the door threshold (in case you disturb the spirit that lives there – as it might then be tempted to wreak havoc in the household, and bring bad luck to those who live there); offering to shake a woman’s hand before she offers hers; never giving a bouquet of flowers with an even number of flowers in it (even numbers are only for funerals); never giving a clock or a watch to someone as a present (they might think you want to kill them); never offering the corner seat to an unmarried girl – unless you want her to remain single for the rest of her life; and being very wary of encountering a woman first thing in the morning with an empty bucket (the cleaner in my block once got a real telling-off for this very reason). Plus of course there are culinary differences (horse meat and camel’s milk in Kazakhstan, and ‘Herring under a fur coat’ in Ukraine) and business differences (getting a deal done in Turkey is a completely different kettle of fish from getting a deal done in Poland, which again is completely different from Ukraine). But if there is one thread which joins all the countries together, then it is the warmth of the people with whom I have worked and met over the years. They have always been very hospitable, and have gone out of their way to make me feel welcome, much more so, I feel, than would usually be the case if/when foreigners visit the UK.
What particular value do you think a senior expatriate lawyer in your role adds – both to a firm and to its clients?
G.C.: When deals are governed by English law, then the added value is clear. But even when they are not, clients still sometimes require expats to be involved. Earlier this year I advised on a high-profile deal in Italy for example – a deal which had absolutely no connection with English law or the UK whatsoever. But I was involved simply because it was a complex cross-border deal with a number of difficult issues to negotiate and solve, and the client wanted a trusted M&A practitioner to help negotiate the deal and project-manage it to a successful signing and closing – a deal which completely destroyed my Christmas and New Year break, but I guess that is the price of being a transactional lawyer sometimes!
Outside of the countries you’ve worked in, which CEE/CIS country do you enjoy visiting the most?
G.C.: With the exception of two or three countries, I’ve advised on transactions in pretty much every CEE/CIS country there is – from the Baltics to the Balkans, and from the Czech Republic to Tajikistan. I don’t always travel on each and every deal, but I have been to most of these countries over the years, and I am very fortunate to be able to combine one of my passions (traveling) with my job. There is no particular place which I would single out above the others therefore. though given that my wife is Ukrainian and my son half-Ukrainian, it is perhaps only natural that I have a particular fondness for Ukraine – a country which has it challenges, but with a population of 45 million and a genuine desire for change at the grass-roots level, it is just a matter of time until the unbelievable potential of that country – the last sizeable emerging market in Europe - shines through.
What’s your favorite place in Kyiv?
G.C.: Kyiv is a beautiful city, especially in the summer, and I have plenty of favorites. But on a sunny day I would recommend a nice walk from St. Sophia’s Cathedral, past St. Michael’s Cathedral and St. Andrew’s Church, and then down Andreevsky Spusk to get a sense as to Kyiv’s beauty. Volodymyr’s Hill also has great views over the Dnipro river and beyond. For a beer after work, then the fountain at Golden Gate is a nice down-to-earth place to relax in the summer, and for something a bit more upmarket, Ohota na Ovets in Podil is one of my favorite restaurants.
This Article was originally published in Issue 3.4 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.