David Stafford has been the general counsel at McGraw Hill for nearly twelve years, but the last handful has provided more complex challenges than probably the rest of his years combined. There was a proposed merger with rival Cengage Learning in 2019, which was abandoned in 2020 due to competition concerns that were raised by the US Justice Department (DOJ).
Any merger brings with it a large degree of uncertainty of employees, even for general counsel. The fact that the DOJ took months to do its analysis didn’t do much to put the worries to rest in a timely fashion.
McGraw Hill was thereafter successfully sold to private equity firm Platinum Equity in 2021, another heavy lift for any organization. The company most well-known for educational materials for people throughout the learning cycle somehow managed to come out on the other side of the COVID-19 pandemic in supreme fighting shape.
During a time that hit most publishers like a bag of bricks, how was Stafford—and the rest of his organization—able to emerge better than before?
To answer that question, Stafford says you need to examine the last fifteen years of what most people think of a textbook company and its continuing pivot to something much broader and innovative.
“McGraw Hill has been evolving its business model toward the digital realm for, really, more than the last fifteen years,” explains Stafford, who serves as general counsel and secretary. “Research demonstrates that students learn better with adaptable, digital tools. Remote learning precipitated by COVID accelerated the trend toward online learning, and it’s continued to grow. The pandemic had the effect of accelerating our transition to a digitally focused education company. Those days of old-fashioned textbooks are just not the future.”
But Stafford isn’t weeping for days gone by, because he says the company’s products not only are better for its learners but also benefit the company’s bottom line.
“Online learning is such a different medium now; it’s not just a PDF file of a textbook that you pull up on your iPad or laptop. The pedagogy is more interactive and personalized,” he explains. “It’s adaptive, so that when the student is reading the material and answering questions, the content can actually refocus on areas of weakness and work to strengthen them. We’re constantly testing and improving the efficacy of these materials because we know it’s helping both the student and the teacher.”
There’s also the case of the traditional biannual trip for college students to pay significant dollars on textbooks they’ll likely sell back for pennies on the dollar at the end of the semester. Those days, too, are fading and won’t be around much longer.
Instead, students, either directly or through their institution, sign up for subscriptions to educational materials only for the duration of their areas of study. “One student stops his or her subscription and another one signs up,” Stafford explains. “That subscription model is better for us because it’s not people or organizations spending money one time on a very expensive book. It’s a much less expensive alternative that is better for the learner. It’s truly a win-win for the student, the teacher, the institution, and the company.”
Since the sale of the company in 2021, Stafford says new life has been breathed into the organization. The senior leadership team, led by CEO Simon Allen, works extremely well together—better than any group of leaders that he’s previously worked with, Stafford says. It doesn’t hurt that company performance since the Platinum acquisition has for the most part exceeded expectations.
“From the legal team perspective, I think we’ve done an excellent job of developing a reputation as a group that provides exceptional value to our in-house clients. All of the lawyers on my team are experienced practitioners who understand the need to provide a commercial perspective in everything they do,” Stafford says.
“It’s especially gratifying to hear our senior business leaders compliment my team, viewing them as strategically important contributors to the company’s success,” he continues. “And, as the company continues to evolve into a technology-oriented provider of an array of education products and services, the legal issues we continually address have become wider and more complex, from privacy, to accessibility to issues associated with the use of AI models to develop content.”
“David Stafford serves as a role model for general counsel, functioning as a conduit between the business and legal needs of the company,” says Matthew Oppenheim, managing partner at Oppenheim + Zebrak LLP. “As an outside counsel, he is a pleasure to work with because of his calm and logical approach to any issue, no matter the crisis.”
With the twists and turns associated with multiple career moves since Stafford started his career at McGraw Hill in 1992—from the sale of McGraw Hill’s education business to private equity in 2013 to the aborted merger with Cengage to the sale to a second private equity firm in 2021 with multiple CEOs that preceded the current CEO—it may have been a little bumpy at times. But Stafford says he wouldn’t trade the experience he’s had for anything.
“Working for a global education company is extremely fulfilling as our fundamental objective is to help students, instructors, and professionals maximize their learning,” he reflects. “Combining that with a company like McGraw Hill that has high integrity and people who genuinely care about the welfare of our customers is all I can ask for. I’m extremely grateful for my experience here.”