Darren Moore | Executive Profile | ATLANTA TREND
Adaptability Key To RELX Group Lawyer’s Success
By Karen Rosen
When Darren Thornton Moore’s family moved from Connecticut to Florida right before his senior year of high school, the future lawyer was in no position to negotiate better timing.
“You hold it against your parents for the rest of your life, so it’s valuable in that way,” Moore jokes.
“I didn’t realize it at the time, but the fact is it taught me how to adapt really quickly.”
Moore, now Assistant General Counsel, Mergers and Acquisitions, at RELX Group (formerly Reed Elsevier, and the London-based parent company of LexisNexis Risk Solutions), has exercised this ability throughout his career.
“You have to be willing to take a stretch role,” he says. “Like adapting to a new school in Florida, when you find yourself in positions outside your comfort zone, you have no choice but to navigate through the challenges. And, eventually, you build quite an interesting background.”
Moore’s background includes both big law and in-house experience. In early 2010, he joined metro-Atlanta based LexisNexis Risk Solutions, where he was given the opportunity to manage a team as head of legal support for the Business Services unit. LexisNexis Risk Solutions is a division of RELX Group, a world-leading provider of information solutions that operates in four market segments: scientific, technical and medical, risk and business information, legal, and exhibitions. About 50% of RELX’s nearly £6bn ($9bn) in revenue in 2014 was generated from North America.
Moore eventually became Vice President and Lead Counsel for the Business Services, Government Solutions and Health Care Solutions units of LexisNexis and a “go-to person” for difficult regulatory questions. He was recognized with a CEO award for his client focus. As he is fond of saying, “I partnered with the business to build the road, so that I could be a roadblock when it really mattered.”
Moore handled a fair amount of M&A support while in his business unit role, often opting not to delegate the work to his already overworked team. RELX Group headquarters noticed and offered him a newly-created position for a full-time U.S.-based M&A attorney. Since taking on these new responsibilities last October, Moore has been active in acquisitions, divestitures and strategic transactions.
In 2014, RELX completed 27 acquisitions for consideration of £385m (approximately $635m). “Over time, RELX has moved away from print to digital and analytics” Moore explains. “As late as 2008, 50 percent of revenues were print. Now it’s just 14 percent. It’s completely transformed. Strategic transactions are a key part of that transformation.”
Late last year, Moore was heavily involved in LexisNexis noteworthy acquisition of Health Market Science, a leading supplier of high-quality data on health care professionals and an administrator of one of the largest practitioner-level medical claims databases in the U.S. This year, deals Moore supported include the acquisition of BAIR Analytics, a leading provider of crime analytics solutions for public safety; InferMed, a London-based clinical decision support technology company; and a set of annual U.S. business-to-business events for jewelry retailers. As is evident from this selection, RELX Group acquisitions involve a diverse group of businesses and geographies, requiring internal and external legal support to get up to speed on industry- and country-specific aspects rapidly.
Moore reports directly to London, where legal leadership and corporate finance is based. Moore visits headquarters every couple of months. He says that he is fortunate to have fantastic colleagues in London that reduce the challenges of working away from the home office. “What I’ve learned is if you can work with really bright, helpful, engaged people, then the long hours and tight deadlines become more manageable,” says Moore.
Moore brings his adaptability to M&A negotiations. “My style has always been to first try to understand the underlying interests of the parties that are reflected in the negotiating positions, so that I can look for an outcome that addresses those interests,” he says. “Sometimes interests shift mid-deal and you must be able to pivot accordingly.”
“There will be plenty of times when interests can’t be easily reconciled but it’s never good to just fight for fighting sake. It is important to acknowledge when a counterparty takes a reasoned market position and to be willing to consider a concession as a result. Later when you resist a point, they realize that ‘No’ actually is really ‘No.’ In fact, I find that perpetually aggressive counterparties tend to be that way because their negotiation levers are limited, which is of course helpful to know.“
“Credibility and integrity matter. You don’t want to end a deal where one party feels like they’ve been taken advantage of. Allow an adversary an opportunity to save face when they’ve unknowingly taken an off-market position. That adversary may remember the professional courtesy when the next transaction occurs.”
Interestingly, “No” was his inclination to become a lawyer while growing up near Danbury, Connecticut in a “typical suburban” milieu. When his father, a car dealer, bought a dealership in Amelia Island, Florida, the ensuing move was met with resistance. Now, he can admit that there were some academic advantages. “I was accustomed to being indoors for most of the year, which lent itself to more time than I would have liked for studying. Suddenly, I find myself in a beach town where my competition for college scholarships often preferred surfing to studying.”
Moore enrolled at the University of Florida. Instead of pursing a business degree as he originally planned, Moore majored in geography. After faculty made clear that geography professorships were few and far between, Moore decided to go to law school. He admits, “I didn’t have any real feel for the types of law that would suit me when I enrolled. None of my family members were attorneys.” He had watched his father negotiate business transactions and knew the part lawyers played at a high level, but had paid little attention to the advice of a high school guidance counselor who noted that with his wide variety of interests and communication skills he “should become a lawyer.”
Seeking a change in scenery and a desire for a law school with a low faculty-to-student ratio, Moore enrolled at Washington & Lee in Virginia. From the beginning, he had no desire to practice criminal law or plead a case in a courtroom. One of Moore’s first classes was contracts and he instantly gravitated towards it. The professor brought New York big law experience and real-world examples to bear when describing esoteric concepts. Subsequently, Moore focused his education on commercial law.
Moore’s initial M&A experience came as a corporate associate at Baker Donelson in Memphis. His supervising partner sat him down one day for a couple of hours and taught him something he’s never forgotten. “He walked me through how to review and analyze, not simply read, a purchase agreement. He explained that you don’t just go front to back in the voluminous documents, but instead first determine the most material things in the transaction (e.g., purchase price mechanics, risk allocation). Then you go to the relevant clauses and related definitions and connect them to ensure the memorialization of the transaction is accurate and consistent. And to this day I still do that. Otherwise, you are just reviewing the same template language over and over,” Moore explains.
Though Moore admits to lacking a passion for math, when he looks at a contract, “I get the financial mechanics. I can spot anomalies. I can look at a spreadsheet and go. ‘Ok, something’s out of whack here.’ There has to be that detective’s scrutiny in seeing numbers and thinking, ‘No, no, this just doesn’t add up.’”
Additionally, he always heeded some early advice to check the purchase price in the agreement (at least) three times. “Sometimes in the turns of documents, numbers can be unintentionally transposed or added. You don’t want to have to try to explain a costly extra zero in a signed purchase agreement.”
During the technology boom, many of Moore’s lawyer friends were moving to Atlanta. He had some formal interviews, and received multiple offers, but was convinced to take a job at Troutman Sanders after a weekend breakfast in Buckhead arranged by a corporate partner. “I liked the approach they took to client service and the work environment felt similar to Baker Donelson. It was an easy transition.”
Moore joined the telecom and e-commerce practice group, which was fairly new and relatively small. He supported clients ranging from giant Southern Company to start-ups. With the smaller clients in particular, Moore says, “You had to be acutely aware of their goals and risk tolerances and to focus your work accordingly. As a young associate that’s challenging because your tendency is to think everything’s an issue. I realized that advice must be tailored to the client. That takes time.”
After four years at Troutman Sanders, Moore took a position in-house at Equifax in the hopes of more daily interaction with clients and seeing the business results of his work. “Most of my colleagues from the telecom and e-commerce practice group took a similar route with their careers. It’s a credit to the partners in the group for training associates to be successful in-house attorneys from day one.”
At Equifax, Moore began as purely a business unit lawyer but continued taking on more responsibilities, such as supporting the chief regulatory counsel. He discovered he enjoyed regulatory work as much as the commercial side. Moore was recognized as a Super Lawyers “Rising Star” while at Equifax. When Equifax kicked off a new product innovation team, they appointed Moore the lawyer. “Besides what I’m doing now, that was the most exciting work I’ve done as an attorney,” he relays.
He leveraged his regulatory expertise to advise a cross-functional group of senior leaders and thrived on the project-based work. “We felt we had been given a significant opportunity to support the future direction of the company and we were determined to get it right,” he says. Moore was even a finalist in the company’s first new product innovation contest. “I was able to get my creative juices going,” he laughs.
“The product innovation team role was one of the few where everybody goes, ‘That’s neat. I want to do that.’” Knowing that this coveted new role would be subject to regular attorney rotation, Moore decided after nearly six years it was time to go elsewhere.
Moore then began his tenure at LexisNexis Risk Solutions and subsequent internal recruitment by RELX Group. Although Moore knew he would miss the people he managed at LexisNexis (which by then had grown to over ten), the RELX opportunity was too good to turn down. He felt M&A analysis and negotiation was a key strength to have in being a well-rounded in-house counsel, and he knew he’d enjoy refreshing some of his old “first year associate skills” to “get the wheels turning again.”
He appreciates that the strategic transaction work is project-based. “Once you’re done with a deal, the transaction is handed off to the business unit integration team, “he explains. “You’ve given them all the tools. Here’s what we’ve done. Go make it work.’ I never realized how nice it is to have a hard stop on projects.”
At home in Alpharetta, Moore enjoys swimming and boating with his wife Tracey and five year old daughter Haviland. He also enjoys golfing and has gotten used to hearing how he looks (but does not play) like pro-golfer Phil Mickelson on the links.
Moore also takes the occasional hike to “get out in nature and to see the diversity of tree species up close. “ “In other words,” Moore says, “I’m a bit of a tree nut.” Eager to work with a local organization that shared his passion, he began an association with the Fernbank Museum of Natural History that has lasted more than a decade.
A colleague invited Moore and his wife to join the board of directors of the museum’s Artemis Young Professionals Guild in 2005. Three years later, he and Tracey were event co-chairs for the annual Lost Oasis benefit. Moore says co-chairing Lost Oasis with Tracey and Ryan and Sam Dunlap has been the most memorable experience of his tenure. The benefit raised a record-breaking $175,000 for BONES for Kids (Building on Experiences in Science), a fund that supports children’s programming at Fernbank. “It was my first chance to be a leader on a large-scale philanthropic project -- true leadership by influence. At the time we raised what was the highest amount for a Lost Oasis benefit. And in the middle of the recession!”
Moore became an inaugural member of the museum’s Corporate Leadership Council in 2009. As a member, he gets to preview new programs and is particularly excited by Fernbank’s plans to build out the ideal viewing environment for the Atlanta public to appreciate its old-growth forest. “Those trees had to adapt to urbanization to survive,” muses Moore, “Now they thrive.”
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