Finance

Finance Q&A: Much Shelist's Michael Zalay

The firm’s business and finance vice chair weighs in on ‘outside general counsel’ work and some encouraging signs from the hospitality industry. 

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Michael Zalay is vice chair of the business and finance group at Much Shelist. 

He has experience practicing corporate and transactional work for businesses of all sizes, including as an “outside general counsel” of sorts.

Here, he discusses being “the lawyer version of a primary care physician,” his path to broader corporate work, and some encouraging signs from the hospitality industry.

This interview has been edited for length and clarity. 

Why don’t you tell us a bit about your background?

After law school I started at a small general practice firm, doing a little bit of everything. Specifically, I did corporate, real estate, labor, litigation, and estate planning work. 

That firm was a great opportunity — I suppose I didn’t know it at the time, but I received practical exposure to so many different areas of law. A few years after working there, I realized I wanted to hone in on corporate transactional work. I enjoyed working with business owners — it was important for me to help them succeed. 

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So, I moved to a more transactional-based firm called Bronson & Kahn, where I refined my skills as a corporate transactional attorney. I worked on a variety of matters, but for the most part I was somewhat the outside general counsel for businesses of all sizes in basically every industry.

When you developed that specific interest in the corporate transactional work, was that based on really liking that work, or really disliking some of the other work you’d been doing, or was it a combination?

I really liked the business side of it, especially since I have a business background. I come from a family of entrepreneurs and always felt that working with businesses in different industries was interesting. A lot of people grow their businesses in different ways, and it’s fascinating to see that.

Great.

So, in 2018 the firm I was at merged with Much, which has been a successful marriage. I’ve been able to do everything I was doing at Bronson & Kahn,  a boutique transactional firm, but now with a much larger set of resources, and a much more diverse array of practice areas. I’ve been able to keep a lot of work “in-house.” 

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Now I serve as the vice chair of the firm’s business and finance group where I do a variety of corporate and transactional work. I like to say I am the lawyer version of  a primary care physician. I’m going to be your first point of contact because I have the background and exposure to all different types of law. I can help clients see the big picture in different areas. 

I like that analogy of the primary care physician. Are you sending people to specialists in your firm? Are you collaborating with in-house people at your clients’ offices? What does that relationship look like?

Absolutely, we’re definitely using specialists at our firm for areas I’m not as familiar with. But because I have that broad background though, I’m able to communicate with the clients and stay involved. 

I’m not passing off a client to someone they’ve never met before, I want to keep that relationship intact and stay involved. The more I can stay involved, the more I can help counsel clients.

I always also like to ask people what they like best about their current role, and what’s their biggest challenge.

Sure. I really like working with business owners and privately held businesses in trying to understand their business, learning about their business, and trying to help them solve problems, whatever those might be. I suppose it’s as simple as that. 

As far as things I don’t like, I don’t think anyone really likes it when business owners aren’t getting along. You have to get involved in helping solve those disputes with people you’ve worked with a long time, who you respect. It’s always a tough situation.

I deal with one of the business owners. I do litigation, so I kind of see one piece of that. That’s an interesting thought though. What do you do with that, if you’re representing a business in a transactional sense and then there is a conflict between the owners? Can you represent one of them in litigation if it goes that way, or do you have to refer them both out, how does that work?

That’s always a unique situation. It’s always pretty fact sensitive and depends on what your role has been. 

Sometimes if you’re representing a company with two individuals that are in business together, you have to take the position that you’re representing neither of them, you’re representing the company. But that’s always a tough situation.

Yeah, I guess that’s something you probably always just have to do on a case-by-case basis. Are you noticing any new trends in your practice areas?

I do a lot of work in the hospitality industry. Coming off one of the worst years ever for the hospitality industry, it’s been incredible to see the amount of opportunity that has sprung from that. 

We are seeing landlords, for example, provide tenants with all the money they need to open up their restaurants. Landlords want to see restaurants get up and running in time, and they can help get that to happen when restaurateurs don’t have to go out and find financing. 

We’re seeing a lot of getting along between landlords and tenants in that respect.

That sounds like a positive trend. Who doesn’t like good restaurants?

It is a positive trend. Very positive trend.

Any advice for recent law school graduates who’d someday like to be doing something similar to what you do?

I would say be curious. Try to learn about other areas of the law and learn about businesses and how they’re run. A lot of being a lawyer is talking with business owners, talking with people who are in decision-making roles. It helps if you can understand where they are coming from. It also helps if you can understand other areas of the law so you can have a fuller picture of the advice that you’re giving.

I hear that “be curious” thing a lot, so it must be good advice. Well, we better wrap this up. Do you have any parting thoughts?

Going back to what we were talking about before in moving to Much, it’s a great firm. It’s a full-service midsize firm, a lot of which have been leaving the city or being gobbled up by larger firms, so we’re one of the few midsize firms left in Chicago. 

It’s nice being at a midsize firm that can work with small businesses, medium businesses, and large businesses and have all the resources to do all of the above.

Jonathan Wolf is a civil litigator and author of Your Debt-Free JD (affiliate link). He has taught legal writing, written for a wide variety of publications, and made it both his business and his pleasure to be financially and scientifically literate. Any views he expresses are probably pure gold, but are nonetheless solely his own and should not be attributed to any organization with which he is affiliated. He wouldn’t want to share the credit anyway. He can be reached at jon_wolf@hotmail.com.

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