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Q&A With Lane Powell’s Ben Lenhart
Law360, New York (December 16, 2011, 1:36 PM ET) -- Benjamin G. Lenhart is a shareholder in the
Portland, Ore., office of Lane Powell PC. He focuses his practice on mergers and acquisitions, commercial
finance, and corporate finance and securities transactions. He regularly counsels both public and private
companies and capital sources that finance these businesses, with emphasis on secured loan
documentation, loan restructurings, forbearances and workouts.
Q: What is the most challenging transaction you have worked on and what made it challenging?
A: Representing a distressed seller in a transaction with a private equity firm. The client, an icon in the
local business community who had been a firm client for decades, had quality people at the
management level as well as the board and shareholder level. Due to an unfortunate confluence of
events (both micro and macro), the client’s primary and best option was a sale of the business.
Like most M&A deals, we encountered a variety of legal hurdles. However, the challenging aspect was
managing the raw emotions resulting from the adverse situation the client was facing. We had to do this
while still taking the steps necessary — however distasteful — to complete the deal, with the
understanding that the consequences of a failed deal would be far worse and affect many more people.
Q: What aspects of your practice area are in need of reform and why?
A: Securities laws governing capital raising transactions that are exempt from the registration
requirements of the Securities Act of 1933, as amended (the “Securities Act”), could be simplified.
Specifically, transactions involving investors capable of protecting their own interests are subject to
unnecessary and inefficient regulatory hurdles, both at the federal and state level. Moreover, such
hurdles do little to satisfy the purposes of such laws (i.e., protecting investors — through full disclosure
— who are unable to protect themselves).
Recent regulatory proposals to streamline Regulation D under the Securities Act, if adopted, may help
alleviate some of these burdens. But in the absence of such changes, and in the absence of states
adopting corresponding changes to blue sky laws, the ability to raise capital in exempt transactions will
continue to be unnecessarily hampered.
Q: What is an important deal or issue relevant to your practice area and why?
A: I believe one of the most important issues facing us — and it is not specific to private equity, M&A or
even the practice of law — is the ability of our nation’s politicians to navigate the next 24 to 36 months.
There is a growing gulf between the political parties that must be bridged. If the extreme partisanship
evident in the debt ceiling debacle continues, we could easily fall into another, and more prolonged,
recession, which in turn will adversely impact the credit markets and chill the market for continuing
investments of all kinds.
Conversely, our politicians have an opportunity to be true statesmen and rise to the challenge of
addressing the serious economic problems facing our nation. Whether you support the Tea Party,
Occupy Wall Street, or some other movement, our nation’s ability to grow and thrive will require
everyone to make sacrifices and find common ground.
Q: Outside your own firm, name an attorney in your field who has impressed you and explain why.
A: One fabulous aspect of working on M&A transactions (whether private equity or other) has been the
opportunity to work with a number of very talented lawyers across the country (and, unfortunately, a
few obnoxious ones), from New York, Boston, San Francisco, Chicago and Seattle, among others. In
almost every one of these transactions, I have been fortunate to see a variety of styles and have tried to
emulate, to the extent it was consistent with my personality, those behaviors I admired and found to be
successful.
On one recent deal involving a contentious spin-out of a company in a second-generation family-owned
business, I had the opportunity to work as co-counsel with Cara Lowe of Stein & Lubin LLP. What I really
appreciated about Cara’s style was her ability (which seemed effortless) to communicate in a
constructive and nonconfrontational manner with opposing counsel, despite the adversarial posture of
both clients.
Q: What is a mistake you made early in your career and what did you learn from it?
A: One mistake I made as a young lawyer was working to the exclusion of all else (i.e., family, friends,
vacations, holidays and my health, to name a few things). Long hours, particularly in the midst of an
M&A deal, are part of the territory (and, at least most of the time, the thrill of a deal can be addictively
fun, which I think makes me a deal junkie).
The long hours helped make me a better lawyer. However, the costs of neglecting other areas of one’s
life were significant. Until a universally accepted replacement for the billable hour arrives, long hours
will continue to rule the day. But my experience has taught me at least three things: (1) learning to
better manage my time (and to say no once in a while) has helped me achieve a more respectable life
balance; (2) being present in the moment, as trite as it sounds, matters; and (3) being part of a bigger
team that truly works together (which I am fortunate enough to have) and fosters the sharing of
workloads in a way that allows for more balance that might otherwise not be available.
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