Doubly Divested

Nicole Keen, associate general counsel of the Americas for Smiths Group, details the legal support she provided as her company underwent two major divestments in 2017

Nicole Keen

For a business to grow and move forward, it sometimes has to refocus. Such was the thinking in 2017 for Smiths Interconnect, one of five divisions of UK-based Smiths Group plc, when it decided to make two major divestments: it sold its microwave telecoms business to Infinite Electronics Inc. for £85 million and its power business to Dunes Point Capital for £162 million.

The aim of the divestments was to refocus Smiths Interconnect’s portfolio on its core technologies: technically differentiated electronic components, subsystems, and microwave and radio frequency products. “We continue to make progress in focusing our portfolio to position Smiths Group for long-term growth markets where leading positions can be developed that have innovation at their heart,” Smiths Group CEO Andy Reynolds Smith said in a press release.

Nicole Keen, Smiths Group’s associate general counsel for the Americas, supported the legal aspects of the divestments and oversaw subsequent reorganization activities. “It was an intense year of work, but it was an interesting opportunity to mix the legal aspects of the job with coordinating and managing business colleagues and giving them the guidance and support they needed,” says Keen, who wore many hats throughout the process. Here, she explains some of the major considerations of the divestments and the subsequent reorganization as well as her role in ensuring they went smoothly.

Managing Stakeholders

Smiths Interconnect’s two divestments involved numerous stakeholders, including internal team members and business heads, external counsel, and consultants who worked in support of the business. Keen played a key role in managing these stakeholders during the diligence process, ensuring each was invested in the process and understood and met expectations. She also kept things moving along by clearly communicating duties and timelines.

“When you’re an in-house lawyer, you’re not just working with other lawyers; you’re also collaborating with sales and marketing, finance, engineering, HR, operations, etc.,” Keen says. “These deals aren’t done by one person; everyone has their part, and it’s important that everyone understands their role and perform it well in order for the deal to be successful on all sides, whether you’re the buyer or the seller. There’s a lot at stake.”

Engaging with all the different stakeholders for a large global company often means waking up to hundreds of emails each day and handling calls from time zones all around the world, including Asia, Europe, and the coasts of the US.

The unique perspectives and personalities of the stakeholders require Keen to rely on her sharp interpersonal skills, which luckily come naturally to her. “I’m a people person,” she says. “You have to act with empathy and communicate well with people but also know when to be more assertive to drive people to action.”

Creating a New Order

Each of the divestments was lengthy and involved, and so were the post-divestment reorganization efforts. “Smiths Interconnect is composed of many legacy legal entities and brands,” Keen says. “A major goal of the reorganization was to simplify internal processes and systems and enhance customer focus, doing business as Smiths Interconnect rather than as individual legal entities.”

To accomplish this, Keen, in coordination with other business functions, worked to consolidate multiple legal entities into a single one. The consolidation entailed a lengthy list of tasks, including conducting an overall assessment of the impact of the reorganization and the actions to implement it, preparing and filing the underlying legal documents and foreign qualifications, updating registrations and permits, recording transfer of ownership of intellectual property, amending contracts, updating internal systems and templates, and communicating changes to internal and external stakeholders.

Similarly to her role during the divestment, Keen worked with many parts of the business during the reorganization. “In consolidating and streamlining the legal-entity structure within Interconnect, each of those internal mergers required coordination with various functions,” she says.

Providing Daily Support

Divestments can be disruptive, and it’s all too easy to lose sight of the most important thing: being there for customers. While consolidation activities were going on, Keen also had to keep in mind Smiths Interconnect’s day-to-day operations and ensure the company would be able to move forward successfully. Keen accomplished this by continuing to provide daily legal support to business colleagues, from sales and engineering to HR and finance.

“It’s important to continue to focus on growth of the core businesses because they represent the future of Smiths Interconnect,” Keen says. “Reorganizations are tricky because while managing and implementing the changes, you also have to support the daily business needs, make sure there is no negative impact to the customer, and deal with the inevitable questions and issues that may arise internally.”

Although managing the diligence aspects of Smiths Interconnect’s divestments and the legal aspects of the reorganization required months of hard work, Keen says, she’s grateful she got the opportunity. “The divestments and reorganization called for a lot of late and early hours, but the experience I gained is invaluable,” she says, “I’m grateful to work for a company that stretches its lawyers and offers them opportunities like this.”

Photo by LRG Portraits

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Smith Pachter McWhorter:

“Nicole Keen works hard to provide effective legal support with a focus on ethics and compliance. We are proud to call her a friend and a client.”

—Armani Vadiee, Partner