INDUCTEE: Western Michigan Dealmaker Hall of Fame
Friends and family saw Stephen Waterbury heading toward a career in law before he ever did.
A desire to serve others and help them succeed was the driving factor that led him to law school and to go on to a lengthy, accomplished legal career.
After graduating with an undergraduate degree from Michigan State University, he applied and earned acceptance to Harvard Law School.
EVENT: 2018 M+A Deals and Dealmakers Awards
A Lansing native, he later joined Warner Norcross + Judd LLP in Grand Rapids, where he’s practiced business law for nearly 39 years. During his career, he has handled the legal work for hundreds of mergers and acquisitions domestically and globally, and served as a mentor to the firm’s young associate attorneys at the dawn of their careers.
“Others assumed I would go into law earlier than I assumed I would go into law,” Waterbury said discussing his career during an interview at the law offices of Warner Norcross + Judd overlooking downtown Grand Rapids.
“I ended up viewing it as a way of serving people — I wanted whatever I did to have that be a central component,” he said. “At its highest and best, the legal profession is a service profession focused on helping people succeed.”
Waterbury’s career accomplishments as an M&A adviser, mentor and community builder earned him recognition as the first-ever winner of the Western Michigan Dealmaker Hall of Fame Award.
Waterbury is “the last of a dying breed,” said Richard Noreen, CPA, a tax partner at BDO USA LLP who has known Waterbury for a quarter-century and worked with him on several client transactions. He praises Waterbury’s “calming influence” and consensus-building approach on getting deals done. “No matter how contentious something was, Steve always found a way to find common ground, make people calm and find ways to help them out. That’s a rare commodity, especially with an intelligent attorney who does a lot of deals.”
Barnes & Thornburg LLP attorney Michael Campbell, who served with Waterbury on the board of ACG Western Michigan during the early 2000s, agrees. He’s also been on the other side of some deals involving clients Waterbury represented, and praises him for his approach.
“Steve is a true gentleman. He’s sharp. He’s respectful of everybody — the clients, the other attorneys. He’s a pleasure to work with, even if he’s on the other side,” Campbell said.
A GUIDING LIGHT
Throughout his lengthy career, his focus on service and helping others succeed has been a driving force for the 68-year-old Waterbury. He calls it a “guiding light,” going back to his youth when he became an Eagle Scout.
Practicing law and serving clients, he said, “isn’t all about you and it’s not about showing how smart you are. It’s (about) helping others succeed.”
“That’s the way it seems to have been in my life,” Waterbury said. “One thing I’ve learned is the more you try to help others and the more you give, the more you receive. If you can keep in mind that you shouldn’t be focused on yourself and your own compensation, if you have that mindset, you will be doing very well yourself, including compensation. It will follow.”
The first deal Waterbury handled on his own involved an acquisition of a Canadian company by Monarch Road Machinery in Grand Rapids, which later became Monarch Hydraulics Inc. He later represented the company, owned by the Jackoboice family, in its 2007 sale to Swiss machinery maker Bucher Industries.
His largest transaction was the 2000 sale of the former Grand Rapids-based Foremost Insurance Co. of America to Farmers Insurance Group of Companies, a subsidiary of Zurich Financial in Switzerland, for $812 million.
He counts his most complex transaction as the 2013 deal in which Toronto-based global packaging company CCL Industries Inc. acquired two divisions from Ada-based label maker Avery Dennison Corp. for $500 million. The deal required Waterbury to coordinate lawyers in 24 countries.
Partner, Warner Norcross + Judd LLP
Clients whom Waterbury has represented over the years say his service-to-others perspective readily comes through, both professionally and personally, in his legal work and representation. Clients speak of a high-level legal professional with deep knowledge and expertise who walks them through a transaction, no matter the complexities involved.
Moreover, they say he does it with a calm demeanor, steady hand and a dedication to service that his clients praise even years later.
Mark Wiersma, a partner and president at Job Fit Solutions in Grand Rapids, recalls the legal team led by Waterbury was always accessible and responsive during a transaction in 2010.
Job Fit Solutions, which today does pre-employment assessments in health care, was selling certain assets of the business to Boston, Mass.-based Healthcare Source HR Inc.
Wiersma and his partner, Rich Korc, asked “a truckload of questions” as they went through the six-month sales process that summer and fall and tried to figure out the legalese in documents that came from the buyer’s much-larger law firm.
“The responsiveness was incredible, anytime. You’re living and breathing this stuff, so on the weekends you’re pouring through this and you shoot off an email at 8 o’clock Saturday morning and at 9 o’clock … here’s your response,” Wiersma said. “That was completely unexpected and over the top in terms of service.”
‘A STEADY HAND’
To Wiersma and Korc, the deal was a “once in a lifetime opportunity.” Waterbury and his team, including WNJ partner Mike Jones, treated it as such, guiding them through the process, identifying and holding firm on key issues during the negotiation. The legal team took a “true interest in our business,” which uses web-based software in pre-employment screenings for hospitals and hospices and career assessments for high school and college students.
“It wasn’t just a transaction. They really took the time to understand our business and put our best interests first,” Wiersma said. “They got us a great deal. They got us what we needed and what we wanted.”
Shelley Padnos, the vice chair of Padnos Iron & Metal Co. in Holland where Waterbury has served as general counsel for more than 15 years and handled several acquisitions, considers him a “wonderful adviser” who is thoughtful, creative, humble and a “very generous, kind man.”
“It’s very rare to have that combination of things, and I think what that allows him to do is to have his creativity accepted more readily and more willingly,” Padnos said. “He doesn’t have to show that he’s the smartest one in the room at every minute, even though he might be. He’s a leader because of that.
“His approach to everything, while very knowledgeable, is also very calm and thoughtful. That combination really allows for people to be more willing to listen to very creative ideas that perhaps they haven’t tried before, they haven’t done before and haven’t looked at before.”
Padnos cites a deal in August in which the company acquired a majority stake in Roseville-based GLR Advanced Recycling, whose prior owners remained with the company. The deal, therefore, required working out an agreement to accommodate the seller, she said.
“There were a lot of moving parts to it, including how we were going to minimize taxes for them and those sorts of things. He came up with some very creative ideas as to how to go about doing that,” Padnos said.
At EJ Group Inc. in East Jordan, Bill Lorne credits Waterbury with helping to expand the company nationally and internationally. Waterbury has served as outside legal counsel and advised on about 20 transactions for EJ Group since 1987, said Lorne, vice president of business development and the company’s in-house counsel.
Waterbury brings to the company an objective, third-party perspective, according to Lorne. When he offers an opinion, “he’s usually right,” said Lorne, who considers “energy and integrity” and “enthusiasm for new ideas” as Waterbury’s best attributes.
“He doesn’t get carried away with a transaction,” Lorne said. “Sometimes when you get involved in a transaction and you spend a lot of time working on it, you get to a point you have to make sure you pay attention to the details as you go along and not just get lost in the excitement of trying to close something.”
EJ Group, formerly known as East Jordan Iron Works, employs about 2,500 people at nearly 30 locations worldwide.
Lorne recalls a deal in the mid 1990s in which EJ Group was buying a foundry in Louisiana. The deal was EJ Group’s first big acquisition and took three years to complete because it involved closing a landfill.
Waterbury handled the deal with a steady hand and patience as they worked through the regulatory and environmental permitting process, Lorne said.
“He kept on it and when we had to work, he worked real hard, and when you just had to wait, he was patiently waiting,” he said. “He was very energetic, but at the same time, he would be prudent and advise us to slow down or wait if it was appropriate.”
Throughout his long legal career, Waterbury also has taken on the role as a mentor to his younger colleagues at Warner Norcross + Judd.
Among them is Jeff Battershall, a partner who joined the law firm in the fall of 1989 after graduating from Harvard. He now co-chairs WNJ’s health care and life sciences practice group.
Waterbury taught him the value of strong client service and “to be very connected with your clients, to be available to them and to be in touch with them, and to give them a feeling that they are your priority and you’re responding to the now,” Battershall said.
He also was “very generous” in delegating responsibility and providing him meaningful, significant legal work that was “valuable work to learn from and valuable work to grow with” professionally, Battershall said. He credits Waterbury with convincing him to pursue corporate law as the focus of his own legal practice.
Waterbury remains a colleague who’s “always available” for guidance or to talk through complex legal, practice management or ethical issues, Battershall said. Waterbury’s mentorship “definitely and substantially contributed to my success in my practice and my career here,” he said.
“I’ve often thought that I learned about the law at Harvard, but I learned how to be a good lawyer from Steve Waterbury,” said Battershall, who made partner in 1996 and works to emulate Waterbury’s role by mentoring others at the firm.
“I’ve definitely been motivated to pattern my own practice in the same way he’s practiced,” he said.
To Waterbury, the role of mentor is just an extension to his view of servant leadership. He entered the legal profession with a goal of serving clients.
“I really felt that’s been my guiding light, to help others succeed and to serve others,” Waterbury said. “(Mentorship) was just all wrapped up in helping others succeed. It was just another version of that, only it was downward within the organizational structure. It’s the same sentiment that you apply to serving the client.”
That perspective was reinforced early in his own career by Warner Norcross + Judd’s former leader, Charlie McCallum. Waterbury recalls a trip in 1992 during which McCallum led the firm’s leadership team to a Ritz-Carlton hotel in Florida after the operator of luxury hotels and resorts had won the prestigious Malcolm Baldrige National Quality Award.
McCallum, whom Waterbury counts as a mentor, wanted to visit the hotel that put together the winning entry for the award to learn about its vision of serving others.
“Charlie’s view is we are in the service business, and we’re going to learn what they did that resulted in an award that historically had only been given to manufacturers. What did they do to win that award? What was special about their vision of how to serve others?” said Waterbury, who recalls having no time during the weekend trip for anything other than learning.
“I was on the ocean and we never had any leisure time,” he said. “Charlie was a little focused.”
Editor’s note: This story has been updated to correctly identify Mark Wiersma as the partner and president at Job Fit Solutions.