In this installment of Ropes & Gray's Alumni @ RopesTalk podcast, strategic transactions group co-leader Marko Zatylny interviews alum George Kopcsay, general counsel of Atlas Air. George was an associate at Ropes & Gray for five years before going in-house at Atlas, where he has been for 13 years. George talks about the experience of taking the company private in 2023 and the differences between being a lawyer at a public company versus a private one. In thinking about the role of a corporate generalist, he explains the "quarterbacking" skill that is essential to his job. George also shares a valuable (and easy) thing outside counsel can do to cultivate closer relationships with their in-house colleagues.
Transcript:
Marko Zatylny: Thank you for tuning in to the latest installment of the Ropes & Gray alumni podcast. I'm Marko Zatylny, co-chair of our strategic transactions practice group. I am delighted to be joined by George Kopcsay, a friend and former colleague. I had the pleasure of working with George while he was at Ropes, and then have followed his career pretty closely since he joined Atlas Air back in 2010, where he was recently promoted to general counsel. George, congratulations and welcome to the podcast.
George Kopcsay: Thank you so much for that kind introduction. I think the pleasure of working together was mine though, Marko.
Marko Zatylny: Let's start by talking about your career path. How did you land at Atlas?
George Kopcsay: I have one of those unusual resumes in today's day and age in that I only have had two jobs, which is Ropes & Gray and then 13 years at Atlas, which is a long time at one company. My story of how I landed at Atlas is not dissimilar from, I think, a lot of folks who land in-house. I did five years at Ropes & Gray and loved the firm work I was doing. Atlas was a client of the firm's and that's how I was introduced to Atlas. I'm not sure I had general counsel in mind right at that time, but at least it was the size of a company where I felt like there was room to move up the ladder, and I think the stars aligned.
Marko Zatylny: I remember when the move happened. You were definitely taking advantage of your practice at Ropes & Gray being principally a public company securities lawyer, but you were moving into a client that was very heavily regulated, being in the air travel industry. How did you think your skills were going to transfer?
George Kopcsay: I love, like a lot of us do, diving into the business of our clients. You can have a fun career in anything, and to me, aviation was just like a fun plus. I was like, "I get to learn, touch and feel airplanes—that sounds fun." I'm not sure I thought about it a heck of a lot more than that. Having that broad public company experience, one of the nice things is it does allow you to have a really transferable set of skills that you can bring to all different industries.
Marko Zatylny: When you leave Ropes & Gray and you move in-house, you get to be more intimately involved in a business and get to have those experiences as a stakeholder in a company. Did you expect that?
George Kopcsay: One of the things I really enjoyed at Ropes & Gray was having a lot of work with consistent clients and feeling like you do build up as a trusted business advisor. At a high level, I wanted to increase that feeling like I was part of the team and be able to spend a little bit more time on learning the politics of an organization and learning the business—I wanted to "get a seat at the table." But that's something you earn over time at a company, just like you do at a law firm. So, I think I liked those aspects of firm life and was lucky enough to have those as part of my practice. To me, that's been one of the most enjoyable aspects of being an in-house lawyer. There's a lot there in terms of getting to know the people that you work with, getting to know the people and the business that you work with, and broadening the amount of time you can spend dedicating to just one business as opposed to a lot.
Marko Zatylny: I remember having conversations about all of the different things that you got to learn, and even had to learn in order to thrive as an in-house lawyer. Then, 12 years go by, and all of a sudden, you go through a major take-private transaction with Atlas, which is back to what lawyers in law firms do best. What was that experience like from the client side?
George Kopcsay: To be on the other side of that, I found myself thinking back more to my Ropes & Gray days, especially during the transactional diligence when you're dealing with the bankers of the world and going through a 400-page Excel spreadsheet. It's just a stressful time when you're going through an acquisition, and you've got this long list of things to do. I think seeing it through the eyes of the in-house lawyer, it was fantastically interesting. I could sense the emotions and think back to some of the deals I did when I was dealing with in-house lawyers, and I could hear in their voices some stress, and you don't quite understand that until you're on the other side. It was a great deal for our shareholders, a great deal for our board, and a great deal for our company, so to be involved in a successful go-private like that, especially at a time when the credit markets were crunching a little bit, was really a great experience.
The other thing that I'd say was fun in that was if you've been at a company for 13 years, you tend to know the business pretty well, so it really allows you to not only focus on diligence, but to do a lot of it yourself. As opposed to farming out the diligence to a lot of different people within the company, you can be the tip of the spear and manage it because you know the level of detail that's appropriate, that folks will want, and then dive in. Having been at Atlas for 13 years, it was a nice opportunity to show your understanding of the business and have the legal team show their understanding of the business to new prospective owners too.
Marko Zatylny: So, now you're private. How have things changed as a private company, and, in particular, since you've become GC? How do you compare it to being a public company?
George Kopcsay: I think life is a series of incremental evolutions, and this is one. I don't view it as a sea change. There's a lot of things that are the same as when we were a public company, but there are a lot of things that are different too. From the board perspective, it's very different working with a private equity board than a public company board. Ironically, after 12 years, I think I am very well suited, at this stage in my career, to be the general counsel of a private company. I've always been a very much in-the-weeds lawyer that likes to be very much involved in the business, likes to be involved in all of the transactions, and that's what a private equity board is particularly interested in. They want to hear about that stuff—they want somebody in the room that is close to the business. So, I think that that part has been fun for me—I really like that engagement.
Marko Zatylny: Do you have a typical day in the life—is it different every day? Now, how much of your job typically would you say this is still George being a lawyer versus having to branch out into things beyond what would typically be something you'd think about as a lawyer's job?
George Kopcsay: I think it's pretty cool how the role of the lawyer has evolved at companies into something that's really beyond a definable, one-sentence role. We really do try to pitch in wherever the needs are of the day, the needs of the week, the needs of the month or the year. If I look at a year, I can say, "I spent that year with a key focus on maybe one, two, three or four major initiatives." Then, behind that, the day is also mixed between handling the personnel stuff and making sure that the different groups across the country are collaborating really well—just like you do when you're the lead M&A corporate lawyer on a deal. You can have 17 really smart people working in different silos, but if you don't have somebody quarterbacking all of that work and have the broader perspective on what the objective of the deal or the business is, you can end up doing a lot of work that isn't all that useful. So, I really like that quarterbacking role, and I find a lot of my time is dedicated to that quarterbacking skill that you really do learn as a corporate generalist at a firm. That translates really well to any sort of project that you're managing in-house, whether it's one of the big ones or one of the small ones.
Marko Zatylny: As an outside counsel, that quarterbacking role is key. When I think of my role in particular, the one thing that I rely on all the time is that I've got other people at the firm I can call when I need to find answers to questions that I haven't dealt with before, just to get some perspective. How do you do that in-house, particularly when you're going outside of being a typical lawyer?
George Kopcsay: It takes a team—I think that's the key takeaway. Everything that we do at Atlas and at Ropes & Gray, it takes a team to accomplish. Being at Atlas for 13 years, there's this cadre of people that I've worked with for so long that there's a lot of people that I can call, and in the legal world, you get to work with some of the best lawyers out there. When you talk about the quarterbacking role, I think one of the key functions of a general counsel, especially working with the CEO or working with the board, is just dialing to the right level of detail that they need on a particular issue. The CEO's time is just so valuable in terms of the amount of things that they're being asked to do in this day and age and the amount of decisions that need to be made—if you can distill down something that might take an hour to something that takes 10 minutes because you just put all the time in to make sure you're really organized and you really understand the issue, and you can dial the level, you can really just add a lot of value throughout the year in terms of just saving time to focus on other things.
Marko Zatylny: You've now experienced law firm life, and for a long time, have been on the other side, receiving services from law firms. When you think about young associates coming up the ranks, what do you think that they should know from the in-house perspective? What advice would you have for them as they grow as young lawyers?
George Kopcsay: For at least most people, it's not an expected path. There are exceptions to that, but, for me, the keys were being really open and being engaged in whatever I was doing and really being present. Also, just being grateful for the opportunities that we have as lawyers to be working on these really large and interesting transactions. It can be a lot of work, obviously, but it's pretty fun when you think about a lot of the things that you get to do right away as a young lawyer. I think just taking in as much as you can is good, and obviously finding good mentors is really key. From an in-house perspective, I think feeling comfortable picking up the phone and calling, that's more valuable than anyone realizes, especially when you're more junior. I don't care if it's a first-year associate or a partner—I just like to hear from our lawyers. I'm always happy to take a call and spend five minutes chatting with somebody. I think when I was a junior lawyer, there was some intimidation there in terms of calling the client: "Oh my gosh, am I going to interact with the client or talk to the client?" We're just people, and most of the time we're in awe of you as the in-house lawyers, so when you flip that mindset and just right away feel comfortable doing that interaction, you also build up a bit of a rapport.
Marko Zatylny: That's great advice. We talked a little bit about mentors, George. I know that being at Atlas for 13 years you've had a number of them of real importance to your career. Tell us a little bit about your experience with mentors, and, in particular, at Atlas.
George Kopcsay: There's been so many, but the most key mentor to really mention is Adam Kokas, who was our general counsel for 12 years before I took over the role. He was just a key mentor in my life, but more than that, a true friend. He was a valuable member of the Ropes & Gray community. As the Ropes & Gray community knows, his unexpected passing at a way too early age, really touched everyone at Atlas in a way that there are no real words to describe. I think in all of the opportunities and good things that I've seen at Atlas Air, what happened to Adam touched me in a way that is not really describable but does make me thankful and grateful for every single day. He lived so well, touched so many lives, and had just such an impact. His passing was just so unfortunate. He was a wonderful mentor, so I would just recognize Adam for a moment.
Marko Zatylny: Thanks for sharing that. Sticking to the advice column—somebody's thinking about or considering a move in-house: What would you say to them?
George Kopcsay: I think being at one company gives me a certain perspective because I've only known one company, but I can say what I was looking for was a company that was the right size for me. I wanted a place where I could go and feel like I could have an impact as a broad corporate generalist. Now, if I'd gone to a really big company, I think that would've been a struggle for me. You want to be comfortable with what the organization looks like, and you want to be working with a great group of people. I've been very lucky to work with just a fantastic group of people. I tend to think that whatever industry you work in matters a little bit less. It's easy for me to say because airplanes are fun, and I've enjoyed that aspect. I've talked to so many other in-house lawyers, and nobody ever says, "I don't like my job because of the company." Maybe it's not liking the politics of the company or maybe it's not liking the red tape. So, I think being strategic in the size of the company and trying to find out a little bit about the group of people are really important. Also, what level you go in-house does matter. If you look at my career, I've had a 13-year progression, which is a lot. You can succeed in-house in all sorts of different ways, but I did it by starting at a relatively low rung in-house and five or six levels of progression before getting to where I wanted to be. You do have to think a little bit about what level you are entering a company in.
In most success stories, there's a little bit of luck and a little bit of seizing your opportunities. Many different things could've happened in my path, and if they had gone differently, I would've ended up in a completely different place. It's hard to play that game in terms of what would've happened if I went through this door or that door, but the only takeaway that I have is that you do just try to seize the opportunities when they come along. As you said, you can't be certain, so at some point if you want to be in-house, you've got to take that jump, and you're taking a little bit of risk with that.
Marko Zatylny: Final question for you—it's going to have you look back into the past. What do you miss most about Ropes & Gray?
George Kopcsay: There are so many things, because I really do miss a lot of things about working at Ropes & Gray. I really love the culture of the firm. There were just so many great and interesting people that you got to know and you got to interact with on a daily basis. You're interacting with just so many smart people—the level of academic rigor and intelligence at a firm that you get to work with every single day, you don't get that in-house. There's a certain amount of excitement, too, that just comes from walking into a big law firm that maybe you don't feel when you're there—but when you leave it, you do miss it. I miss the people. I miss the culture. I do miss the academic nature behind the scenes of really drilling into an issue with some of the smartest people on that issue and being able to get into depth on it. There were just so many great colleagues and the personal friendships and interactions that were built up, too—I certainly miss all of that, as well.
Marko Zatylny: One of the best things about my career is getting to work with people like you as your career grows and watch that from the outside now that you're at Atlas. George, thanks for joining me today. It's always a treat to reconnect. I know that our alumni community will appreciate the chance to hear about your experiences while at Atlas and at Ropes & Gray. For all of our alumni out there, please visit the alumni website at alumni.ropesgray.com to stay up to date on our alumni and get the latest news about the firm and our lawyers. Thanks for listening.
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