It was an intense day in January 2020. Gar Smyth, a partner in boutique business law firm Wallace Corporate Counsel, was in a meeting room from morning until evening in A&L Goodbody’s office on North Wall Quay. On the other side of the table was a senior attorney from Apple, who was represented by A&L.

She had flown over from Cupertino, California to Dublin that week to thrash out a sale and purchase agreement (SPA) that would allow one of the world’s biggest companies acquire a tiny Irish startup with an exciting technology called Voysis.

A term sheet was already in place ably negotiated by the Irish firm’s chief executive Cormac Whelan, a brilliant dealmaker who had previously led Datalex and later chaired Boxever, but now it was time to put the binding detail together to create a contract.

Irish corporate finance advisors CKS Finance were across the finances but Wallace Corporate Counsel was needed for the legals.

By the close of the day Smyth had a deal and trillion dollar plus Apple was on course to acquire Voysis which had helped develop a voice technology that could improve tech giant’s virtual assistant Siri. It was a complex agreement that involved not just money but also pioneering technology and relocating employees to Apple. “We dealt with everything upfront,” Smyth recalled.

As a result, by March the deal was done. It was a great outcome for founder Peter Cahill and his team, but the speed would prove prescient. Less than two weeks later the world shut down as a pandemic swept across it ending for a period all thoughts of M&A.

Where the focus really is

Gar Smyth is recalling the Voysis deal four years later in his office on Northumberland Road in Dublin. “It really made me think about how to build efficiencies into transactions. There is so much in the M&A process that is repetitive that it is important to create as much time as possible for the 30 per cent to 40 per cent of every deal that’s different from a legal perspective. That’s the bit you want to spend your time and focus on and you need to get it right.”

I am meeting Smyth on the recommendation of Frank Madden, who sold Crest Solutions the company he founded for a large sum in 2022. “Gar and his team did an outstanding job on that Crest exit, handling the transaction with great expertise,” Madden said.

“They’re a boutique firm with a unique approach that sets them apart from the larger, more traditional law firms, and in my experience it’s been very effective.” Madden is a serial entrepreneur, who while very likeable is no nonsense, so his recommendations carry weight.

As it happened after I researched Wallace Corporate Counsel and Smyth I realised I’d been writing about deals they had been involved with for years without knowing much about them. Among the companies it has worked for are Triviumvet, CameraMatics, Learnosity, Bleeperbike, CleverCards, Property Bridges, and Dimply. But before we get into the deals and how Smyth sees the corporate finance and legal market, we go back to the start of his career.

Seeking out a new role

Gar Smyth graduated from UCD in 2003, but he didn’t immediately love the law. “I found studying quite abstract,” he recalled. It did however secure him an internship with O’Dwyer & Bernstein, a 100-year old law firm based in Lower Manhattan which specialised in construction accidents, personal injury, and employment law.

“It was a brilliant opportunity,” Smyth said. “I loved living in New York probably more than working there.” Smyth became friends with some of the firm’s partners and being Irish helped open doors in the firm which was co-founded by Mayoman William O’Dwyer, the 100th Mayor of New York in the 1940s. To his surprise at the end of his internship, Smyth was offered a full-time job but only if he passed his New York Bar Association exams.

At 21, Smyth took the exam and got it, making him one of the youngest attorneys in Manhattan. He was now spending all his time in litigation but didn’t enjoy the constant conflict required. Still only in his early 20s, he decided to travel in Latin America, before coming back to Ireland to get a job. “I wanted to leverage my legal background but get into a more commercial business-facing role,” he recalled.

Smyth joined a renewable energy startup called Open Hydro which was co-founded by Brendan Gilmore and Donal O’Flynn. The business had developed an innovative tidal energy technology that was at the time tipped to be the next Airtricity.

“It was a really exciting company to work for,” Smyth said. He was doing everything from working on the legals around fundraising to operating the winch on the barges used to deploy its devices in Canada.

“I was getting a mix of everything, reporting to the CFO and seeing the different sides of business, not just the legal side,” Smyth recalled.

He was doing well and was promoted to general counsel for Open Hydro which was now taking off. Smyth loved the variety of the work which ranged from filing patents, to hiring people, to raising finance across multiple jurisdictions.

“Like any General Counsel, it was a mile wide and an inch deep,” Smyth laughed. He gained experience working with different bankers, accountants, and law firms as Open Hydro grew.

The firm was led by James Ives, who would go on to found Xocean, today a client of Wallace Corporate Counsel. At the time Open Hydro was widely predicted to be groundbreaking as it carried out positive tests off Orkney in the European Marine Energy Centre.

The attraction of M&A

While working for the law firm Byrne Wallace he got to know Sean Wallace, its then head of corporate.

“We got on straight away,” Smyth recalled. “He stood out from other lawyers. He’s a brilliant lawyer but what was different was that he’d give you the advice and then his opinion. He wasn’t a two-handed lawyer. He just gave you the answer.”

Smyth and Wallace worked closely together as Open Hydro geared up for its biggest ever deal. DCNS, a large French naval defence and energy company, was taking a small stake in the business with the option to increase it.

When Wallace founded his own law firm in 2011 called Wallace Corporate Counsel, Smyth convinced his board to keep working with him.

“It was our first M&A deal, and I found it really exciting,” Smyth recalled. “We worked a lot together during that time and we became friends.”

In 2013, DCNS took a majority position in Open Hydro valuing the business at over €100 million and Smyth again worked closely with Wallace on closing it.

Wallace asked Smyth to join him as a partner in September 2013. “At this stage, the big deal was done in Open Hydro and I’d got a sense of a big M&A deal. I realised that’s what I was most interested in.”

“I had no interest in joining a big firm. I really admired Sean and liked working with him, so it was a chance to start something.”

Smyth was the third employee in the firm, after Al Ryan, today a partner and its head of investments. In its early years, when it was smaller, Wallace was less specialised. 

“Sean had a good following from Byrne Wallace so we had some deals. But it was 2013 so we were doing everything like litigation, debt restructuring, and advisory. We were still finding our feet.”

Building a boutique law brand

From early on, Wallace Corporate Counsel advised companies in the tech sector. There was less capital around in the aftermath of the financial crisis. “Companies were wary of legal fees, especially startups, so we developed good relationships and built up our reputation. When they grew we did too.”

“We started to get more mid-size M&A deals but it took a number of years to get there.”

In 2015, Smyth became a partner, and he quickly started to lead more deals. “We were building a good enough brand and I felt M&A was something I could focus on.”

“Sean was really supportive, and said ‘Just go for it and I’ll back you.’” As the firm grew Smyth led its M&A arm, while Ryan took on investments with Sean Wallace leading its advisory work and helping with all aspects of the business.

In 2018, Patrick O’Shea joined the M&A team in Wallace from Arthur Cox, where he was an associate. While Wallace Corporate Counsel has multiple arms to its business, its M&A work is by its nature most visible. It’s advisory work takes place behind the scenes.

In 2023 Mergermarket ranked the firm number one in Ireland by deal count. Other firms worked on deals worth more, but Wallace stood out for the sheer variety of deals it worked on.

“We had more than 80 deals in ’23. Not all were M&A because Mergermarket includes investments as well, but as number two was less than 60 deals, we were number one by deals by quite a margin, not by deal value.”

All of its deals were private, as the firm doesn’t advise listed companies although it has sold to them.

What size deals is it doing? “Our sweet spot in transaction values on the M&A side is €10 million to €70 million, and then there’s a handful of deals that we’ll do in any year which are greater than €100 million.”

The firm appears about 70 per cent on the sell side and 30 per cent on the buy side. Its clients are often Irish or Irish-led when selling a business, but it has acted for private equity firms often on the recommendation of American investment banks.

What is different about Wallace Corporate Counsel? “There’s a lot of law firms and lawyers. But our reputation in the market is because we’re entrepreneurial. We’ve set up our own business so we understand it. Clients appreciate that, and there’s also a certain independence because we’re the decision makers. We’re not answerable to anyone. We can make the calls that are needed and that’s why 90 per cent of our business is referral-based.”

“Another differentiator is our approach to transactions and I think part of that comes from our independence and our ethos because we’ve a smaller number of partners and there’s a smaller number of decision-makers to get on the same page.”

“We don’t focus on immaterial items. We don’t point score. We don’t mark up documents for the sake of marking up documents to say the same thing in a different way. We don’t raise issues that we know aren’t important to our client. We spend time with the client to make sure that we spend the time on what’s relevant to them.

‘’Critically, we advise a client on the level of risk that they can take in certain situations, and we’ll input on the commercial clauses when asked, and that is something that clients appreciate.”

The value of global networks

Smyth said James Ives and Karen May in Xocean were examples of entrepreneurs with which Wallace had a long relationship going back over a decade. “Xocean is a phenomenal company,” Smyth said.

How can Wallace Corporate Finance compete against firms with international offices? “We’re part of the IR Global Network, a professional services network of 1,463 advisors in 167 jurisdictions.”

He said that the Crest deal required European, UK, and US legal advice on different aspects of it so it worked with other firms it knew through the network. Wallace Corporate Counsel also knew top-tier and boutique law firms in the US where it had strong relationships with certain partners. “I think a lot of the time people pick lawyers, not law firms,” Wallace said. “We can give people options.”

Has any international or domestic firm tried to buy Wallace Corporate Counsel? “We’ve had offers to merge with other firms. Like anything you consider them, but I think bespoke is better.”

“When we’re sitting around the table as partners we’re on the same wavelength. I really like all of my partners. I think that can dissipate as you get bigger and I don’t necessarily think we want that. I think we always want to get better, so it’s not something that interests us.”

Selling Soapbox

In 2023, Wallace Corporate Counsel advised on the sale of Irish AI company Soapbox Labs to US education company, Curriculum Associates. “Sean Wallace advised Patricia Scanlon on the sale. She is a super smart founder with a great personality and approach to business,” Smyth said. “And Sean would have advised her across multiple investment rounds and fundings.”

It was a deal that had to be done fast. After Curriculum Associates issued a term sheet that Autumn, a deadline of just five weeks to close against the usual eight months was set to close the deal. “The deadline was for reasons specific to the seller.” Smyth came in on the deal to help Wallace.

“It was a deal with everything: a number of different stakeholders and a number of different instruments,” Smyth said Wallace Corporate Counsel’s long relationship with the company meant it could get the deal done even under such a tight deadline.

Smyth said his firm regularly followed firms from pre-seed all the way through to a full or partial exit many years later.

The due diligence process on Soapbox was particularly difficult because the children’s speech technology company has created groundbreaking AI, so its buyer was anxious to ensure it was locked down.

 “It was challenging. When you’ve got a signed term sheet, a lot of that is based on due diligence. At the same time people are trying to run a company, respond to a lot of queries, hit their numbers, and negotiate the transaction documents all at the same time.”

It was a really interesting deal, and it was brilliant to work with CEO Martyn Farrows and Patricia Scanlon.”

Being able to close deals efficiently, he said, was vital. “I always say the biggest responsibility is to make sure that the deal happens because time kills deals,” he said. Smyth is now involved in a startup to help speed up due diligence using AI, to try and make this aspect of deals run efficiently.

I ask: do you go for beers when a deal closes? “Ten years ago, we might have!” Smyth laughed. “But when there’s so much work you’re just wrecked, you’re shattered. There’s huge euphoria when a deal closes and that never gets old, because you’re dealing with interesting entrepreneurs, and this is their life’s work.”

“You hear these outlier stories in Silicon Valley where a 23 or 24-year-old gets a big exit, but most Irish exits are after 15/20/30 years building a business. They’re by entrepreneurs who have taken huge risks and made many difficult decisions.

“Deal making doesn’t get old because entrepreneurs usually see, and are appreciative of, the level of work that goes into it, to make sure that their deal happens. A lot of times, it’s the pinnacle of their professional life and it is incredible to be there for it.”