For the Benefit of Your Successors and Assigns, A Brief Look-Back at ACIC History
The “About” tab on the ACIC Website will tell you that the American College of Investment Counsel was founded in November 1981 by a group of ten lawyers. Incorporated by a special act of the Connecticut Legislature in 1982, the College recently celebrated its 35th anniversary.
In celebration of that anniversary, a few members of the College were gracious enough to share some memories and thoughts on how the ACIC has grown up over the years.
Contributors:
Tom Donahue, Prudential Financial, Inc. (Dallas, TX)
Chip Fisher, Morgan, Lewis & Bockius LLP (Hartford, CT)
Howard MacKichan, Norton Rose Fulbright Canada LLP (Calgary, Alberta)
Mark Zaander, Schiff Hardin LLP (Chicago, IL)
Q: What do you know about the founding of the ACIC?
TD: A group of firms went to the ABA, asked to create a special section for private placements. The ABA turned them down – they thought we were too much like the banks. So they got together and formed their own group. Each firm was supposed to come up with 10 people so there would have been around 100 members originally. And that’s how it started.
CF: I don’t recall the initial leaders having a defined agenda at first. I probably knew around half of the original board. In the early part of the organization, everyone was pretty much just trying to figure out what it was going to become.
Q: How did you get involved?
CF: Dick Gitland got me involved. I had done some private placements and I was working with a firm in New York at the time and he was recruiting me. I also had the pleasure of running two meetings. I did one in New York around 1990 and then another one in Chicago around 2005.
MZ: A partner got me involved as an associate – my first conference was in New York. I really got involved by doing a Spring Forum (1992). I joined the Board of Trustees and did that for 3 years.
TD: I started in 88 or 89. Our boss made it a point whenever he hired someone to get them into the ACIC. I was on the TPMC from 2004 until recently and was a Trustee starting around the same time. I was also an officer.
HM: Tom Donahue got me involved. In the very first deals they started doing in Canada we worked with them. He walked me through how to go about doing them and then he quickly figured out he should get me into the College. I was a trustee for 3 years. I really loved those years. One of my very favorite experiences was being on the board and pretending we were managing something that really kinda ran by itself.
Q: What do you remember about the Annual Meeting/Spring Forum?
HM: I know I never missed them. For me it was always long distance travel. I always brought my wife along – and there was no way she was going to let me miss them either. I think I have to miss the upcoming one this spring and it may be the first one I have missed.
CF: I think I went to one of the first ACIC Meetings (Fall of 1983). I recall it being shorter. It might have been only a day back then. My main memory is that of the cocktail party – and that’s mostly because I was meeting people that I didn’t know. I don’t recall a whole lot about the older meetings – except we jumped from hotel to hotel.
MZ: Way back when the Annual Meeting was for members of the College only. Chicago was for teaching/training and was seen more as an educational conference. The lines have become a bit more blurred now.
TD: We had this nice dinner. There was a lot of collegiality. In the 80’s there was a dinner on Friday night. You would show up and everyone would get two tickets. Each ticket could be redeemed for a drink. So they controlled the alcohol on Friday afternoon.
HM: I’m almost hard-pressed to come up with changes. It’s always terrific programs and really relevant materials. The big differences that come to mind are more technology and that we sit at round tables instead of rows. We also used to have dinners after the first day in New York – sometimes with a guest speaker.
Q: Anything you remember from putting on your own Meeting/Forum? Any hot topics?
HM: It’s always Make-Whole.
MZ: One of our panels was an infamous disaster. We got a negotiation consultant to talk about negotiating techniques and I missed it, because at the time the Board of Trustees actually met during the Forum (overlapping with some of the sessions) and we had to go report to them on how it was going. When we got back from that everyone was rolling their eyes. I don’t think I ever lived that down.
TD: When I put on the Annual Meeting (2004), we had an ethics presentation. It was the liveliest ethics presentation I can recall. We came up with a scenario that dealt with pre-selected counsel and the panel came as a shock to many people – especially the pre-selected counsel.
Q: Have there been any major changes since you have been a member?
CF: One of the dominant changes was in the beginning of the 90’s, the ACIC got more active in the development of the model form. Prior to that, the College was really just primarily educational in nature. But then the organization got more proactive to influence how deals were done. It started in the 90’s and has continued ever since.
TD: It used to be that there were law firms, each aligned with an institution. The Term Sheet would go around and people would bid. The institution that got the largest allocation would basically be the lead and they would pick counsel. There were maybe 6 or 7 institutions that would lead typically and each had their own counsel and each had their own form. So it would take forever and the agents kept worrying the private placement market would die.
TD: Up until 1993 this is how it worked. And then they produced the model form and came up with this pre-selected counsel. Everyone who started practice from 1995 on thinks it’s always been this way, but it’s not true.
CF: I do remember back in the 90’s there was a split of views of counsel with the development of the model form. Some raised that the model form would be less work and would literally become a form document and another group thought that in fact the model form would increase business because it would make the process easier for issuers and would attract issuers to the market. And the second group looks like they were right, but it was a big topic of discussion back then.
Q: How do you think things have otherwise changed over time (or not)?
TD: It’s a great institution. It keeps people civil. Because you get to know people and meet people.
MZ: The College has always been a healthy mix of inside and outside counsel. And the mission has always been the same: Education and Camaraderie.
HM: To me the College isn’t characterized by how much its changed, it’s more characterized by how much its stayed the same. All the traditions of the College seem to have carried on all this time.
