#383 What's the Role of Communications Strategy in M&A? How Public Affairs Impacts Antitrust

Narrator: Welcome to our Cureus Amalgam, the weekly podcast brought to you by the Antitrust Law section of the American Bar Association. Our curious amalgam explores the fascinating and increasingly overlapping world of competition, consumer protection, data protection and privacy law. Each week we bring you leading global experts on the most compelling issues of the day. Enjoy the show.

Fuji Patel: Hello, welcome to our curious Amalgam. I'm Fuji Patel and today's episode is in touch titled what's the role of communication Strategy in M and A? How Public affairs impacts Antitrust. We will be discussing the role communications and public affairs complain mergers and acquisitions, particularly in today's antitrust and political environment at the DOJ and ftc. I'm, um, joined today by my co host, Jenny Meyer. Hi Jenny.

Jenny Meyer: Hey Pooja. How are you doing? Well, uh, would you like to introduce our guest today? This will be fun.

Fuji Patel: I sure would. Uh, our guest today is Nat Wood, who is a managing Director at Rational 360 where he advises companies and organizations on strategic communications, public affairs, crises management, um, in all sorts of high stakes M and A and regulatory matters. Before his time at Rational360, Nat held senior roles at both the Federal Trade Commission and the National Park Service, including leading the FTC's consumer education efforts. Um, he brings a very unique perspective on communication strategy and we're very, very excited to have him here. Welcome that.

Nat Wood: Thank you, Pooja. Thank you, Jenny.

Jenny Meyer: And uh, I'll have to put a pin in uh, your history at the National Park Service because that's going to be really fun to talk about later. Uh, so let's start off our conversation and talk generally about what is public affairs and where does it fit within the M and A trajectory. So perhaps to just truly start with the basics, how would you define what public affairs is and particularly how it operates in the course of M and A?

Nat Wood: So I'd say that public affairs is using strategic communications to achieve a goal in the public arena. It could be legislation, uh, either trying to get something passed, trying to get something not passed, uh, regulatory, sometimes law enforcement, um, sometimes impacting, uh, public sentiment on an issue. Uh, there's a wide range of tools that we use. Uh, certainly research, strong message development, creating interesting content, um, working with partners and building coalitions, and then also a lot of new, uh, digital tools. Uh, all of those things are being applied, uh, in the world of mergers and acquisitions these days. You know, we're talking about multi billion dollar, sometimes tens of billions of dollar transactions. And you know, it's one of the ways that companies want to Reduce risks and make sure that they get the necessary approvals

Fuji Patel: that, um, you have a very rich, uh, resume spending time both with FTC and National Park Service. Since this is Antitrust podcast, I'm going to ask about the ftc. How does your experience there sort of inform the work you do now at rational360?

Nat Wood: So I had a wonderful experience at the FTC. I was there for about 17 years. Uh, it was all either as the head or the deputy in the Division of Consumer and Business Education in the Bureau of Consumer Protection. Uh, I occasionally worked with BC on specific projects. For example, uh, we created an education, ah, program called Competition Matters, explaining the importance of, uh, antitrust and competition policy. Uh, for one thing, it gave me additional experience because this was already kind of my field, um, running national campaigns. So, uh, when, within a year or so of starting there, I was leading the marketing for the National Do Not Call Registry, which we ended up getting 70 million people to register within a few months. Um, I worked on interesting, ah, campaigns around children's online safety. Um, and then toward the end of my career, I worked on the creation of identity theft.gov, which was a big leap forward in terms of helping people who had been impacted by identity theft, uh, report that and get advice.

Jenny Meyer: And on the, you know, your history with the ftc, you're working on behalf of the agency, partnering with attorneys across that organization. In your work today at Rational360, are you working principally with, uh, lawyers at law firms or, uh, directly with companies or a mixture of both.

Nat Wood: Both. Um, so, um, sometimes we work with law firms that bring us in when they're involved in a deal or looking at a potential crisis situation, um, where there may be a public aspect or they want to use public affairs to, you know, reach decision makers in, um, federal agencies, also state agencies. We do a lot of state work as well. Um, sometimes we're brought in by the general counsel or communications people, working with the general counsel or working with in house lobbying teams. Sometimes we're first brought in by leaders, um, at a law firm who have a client that has an issue. Um, ideally we, uh, get involved early in the process so that we can do some planning. Uh, sometimes we don't have that luxury and we're sort of thrown immediately into the fire. In a crisis situation.

Fuji Patel: Yeah, kind of. Um, on that question of timing, Matt, typically what stage are your clients bringing you in to get involved and what might sort of, uh, inspire a law firm or company to bring you in? What is the right moment?

Nat Wood: I would say the right moment to have the first conversation is as soon as you think, I wonder if we should have a conversation.

Fuji Patel: Right.

Nat Wood: I'm, I'm happy to have conversations that don't lead to a formal arrangement. I, I do that all the time. Um, it's much easier and better for everyone around the more time we can have for planning, for research, for, you know, buy in on the, on the client side. Um, so I would encourage anyone who's thinking maybe we need a public affairs team involved here to reach out early in the process. Um, I would say that a lot of the times what, uh, people have in mind is there's going to be some pushback, right? There's either there's a merger acquisition where there's some rumblings of opposition or competitors are likely to make hay. Um, or there's already something that is appearing in the media or in there are think tanks or somebody's writing a blog that's raising some issues. Um, those are often the things that make people say, hey, I wonder if we should have some strategic communication support.

Jenny Meyer: Well, pivoting a little bit to what exactly that communications strategy in support of a deal might look like. Could you elaborate on sort of what the elements may be of such a strategy? Understanding that that probably is dependent on the nature of the deal and the nature of some of, you know, what's going on, uh, in the marketplace. But what some common elements of that kind of a project?

Nat Wood: There really are common elements. I mean, the details will be different in terms of how things play out, but I can run through five or six things that are in kind of. They're the first things we think of. The foundation is research. I started my career as a political researcher and it's something I love. I don't necessarily have to be the person doing the research now, but anything we do is going to be really based in a strong foundation of understanding what the legal matter is, um, what the potential threat environment is. Who are the decision makers? Who are the people that influence those decision makers? So sometimes even if we're talking about the FTC or doj, there are key members of Congress who maybe listen to and are important for conveying, uh, messages about the transaction. Um, there may be think tanks or antitrust experts or subject matter experts, depending on the industry or field. So we're really going to start with that deep dive into what are the goals, what's the environment? Um, I will read everything, right? Like I ask people, please give me all the documents you possibly can to help me and our team at Rational Understanding Uh, what the issue is, um, that allows us to create the strongest messages. Um, so after we look at those different audiences we're going to think well, what are going to be the most persuasive messages to help them understand the value of this transaction, the legal basis for the transaction and why the world's going to be a better place after it happens. Um, so we'll create specific messages for kind of each audience. Right. They're all going to be based in the facts. Um, but there may be certain elements that are more resonant with certain uh, people or groups than others. Um, then we're going to create some content that gets out in the world. You know, at the very least there's going to be talking points and kind of a messaging document that will help guide whether it's lobbyists or members of the legal team or executives in some of their conversations with these groups. Um, it may also involve things that we're going to use to reach the media. Um, uh, pitches or drafting opinion articles or blog posts, uh, that might get out in the world for a uh, really big deal or a long term project. We might create video, uh, assets and explainers. Um, those things can be really useful. Um, then we'll use that to reach out to, to the media, um, the, the reporters and, and outlets that are going to be of interest to those decision makers and influencers. Um, and we might be doing some sort of coalition building, you know, talking to allies or equipping the, the deal team and executives to talk to allies, uh, about uh, why it should happen. Um, and then the last thing is we can take some of that content and we can deliver it. Now this might be media articles that have been placed, that are favorable or opinion articles placed by uh, allies, uh, um, and share those directly with um, decision makers and influencers, um, uh, through the digital platforms that, that they use.

Fuji Patel: Matt, can you give us um, an example, maybe it's anonymized, but just an example or two of some effective public affairs strategies you've seen that have really worked in this sort of M and a regulatory setting.

Nat Wood: Well, in the current environment, um, one of the things we always think about with the uh, Trump administration is reaching conservative media and the um, outlets that are most aligned with the administration. Uh, both people that might be following at the FTC and doj, but also people at the White House, um, and people that are outside the administration. So um, I have a couple of colleagues who that's really their world and they are very skilled and knowledgeable and have a Lot of relationships in that space. So when I talk about getting messages into outlets that matter with the audience these days, a lot of the time that's conservative media, um, whether it's newsletters, uh, blogs, uh, TV channels, shows, um, whatever, um, that then can be elevated to the decision makers using what we call pinpoint targeting, um, which is, uh, creating that audience of decision makers and influencers and delivering the content to them. So whether they're on social media, apps, games, websites, uh, streaming video, uh, television shows, m they'll see the messaging. Um, it may be just a simple line, uh, with the main point of something that's been in the media and a link to the article. Um, we found that to be a really effective strategy. And we hear from uh, people we work with that they hear from their um, audiences, the decision makers, that they're really seeing those messages.

Fuji Patel: You of course work on the public affairs communication strategy side. Um, do you often work with lobbyists? And if so, how does that relationship work? Sort of what context are you guys coming together with lobbyists?

Nat Wood: Yeah, so we're very teamly. We like being part of a team. Um, uh, often that team will look like uh, outside counsel at a law firm, lobbyists that could be in house or contract lobbyists, um, uh, communications people inside a company and executives, you know, who are kind of overseeing the entire situation. Um, often we have a regular, you know, weekly meeting with the team. Sometimes we also have one offs with subsets of the team. Um, I have had situations where we have a separate meeting with the lobbyists, you know, just to focus really on their meetings and making sure they're armed with the best information. And we'll sort of be the keepers of the messaging and that helps them really stay on track and have the most useful things for each of their meetings. Then if we're running a pinpoint digital campaign that's going to overlay to kind of create surround sound so that the people they're meeting with are hearing these messages or seeing these messages in the run up to the meetings and then after the meetings. And it kind of locks in the messaging. We've had situations where, you know, senior folks at the White House are meeting with lobbyists and they say, oh yes, we're familiar with your issue. We've been seeing the ads, um, uh, which is really, you know, we love to hear that.

Jenny Meyer: So we've been talking, you know, just now about lobbyists and the role that they play. The role that um, organizations like yours play in the kind of broader narrative. How has the sort of dynamic changed at all in the current Trump administration, uh, as compared to the previous Biden administration or even in years prior.

Nat Wood: So pinpoint targeting really got its roots in the first Trump administration when we realized that the most senior decision makers in the administration were getting their news and their information from completely different sources than had been the case, um, in the past. Um, and some of it was the rise of conservative media, um, online sources. You know, it wasn't all about the biggest legacy media. You know, I remember when if you had something in the New York Times or the Wall Street Journal in the morning, you could be guaranteed it was going to be in all of the, um, network news shows in the night and almost everybody was going to see it. That those days are long gone. Um, so we really created this targeting system so that we could reach people in the administration with compelling content that stops them from scrolling and gets them to focus on that issue for a few moments. Um, I think another thing that has been interesting here is that that interplay between public affairs and lobbying has shifted. 25 years ago, PR was often very much an afterthought. It's really become an essential part of a thoughtful government relations strategy.

Jenny Meyer: Maybe just double clicking on the pinpoint targeting. Certainly don't want you guys to, uh, reveal any secrets of, uh, the sauce, but maybe explain to our audience a little bit more about sort of what exactly you mean by pinpoint targeting and how at a very high level, uh, it works.

Nat Wood: It starts by building those audiences. Right? Because we go deep on the research, there's a lot of visibility for our clients in who's in that audience. Um, and there's often some interchange on that. Um, our sort of basic level is up to 1,000, um, decision makers and influencers. So that's a pretty big group that can, um, be segmented. Um, then we are going to use, uh, uh, commercial and political data to make sure that we're matching with their devices. We generally match with at least 90% of the people in our audience. Um, and we're going to develop content. I talked about the wide range of content. Could be a short video, uh, could be just uh, uh, an ad that appears in a game or an app. Um, our goal is to stop the scroll in less than three seconds so that we want them to realize that this relates to them and is a topic they care about right away. Um, and uh, then we're going to deliver, um, through a variety of platforms, social platforms and other. Um, we tend to reach people on three to four different devices, um, over Time. Um, and our goals are to make sure that, uh, we're reaching them at a frequency that's going to drive recall. So it tends to be about 10 or more times a week. Then, because all of this is digital, we get a lot of data right on in the aggregate, and we can see what's really working, uh, with each segment of the audience and adjust that way.

Jenny Meyer: Really, really cool.

Fuji Patel: Um, how has your job changed, if at all, uh, in this new Trump administration? You talked a little bit about the earlier Trump administration, but I'm curious how it's evolved in the last couple of years.

Nat Wood: I'd say that some of the, the, the messaging has become very pointed. The many of the Trump administration leaders, we've certainly seen this at the ftc, have been really clear about what they're there to do. And, and, um, you know, I'm not making a value judgment on it, but, you know, there's sort of a rubric. Right. For what they're looking for. Um, and so you can match messaging to, to do that. Right. I mean, uh, you know, Chairman Ferguson said most mergers benefit Americans and he wants capital to flow to innovators. You know, that should be an element of most

Fuji Patel: mergers.

Nat Wood: Uh, right. So it's something that's important to highlight. And so we've gotten really skilled at ways of doing that, you know, just from the messaging to putting things in front of people. Um, uh, I'd say that's, that's been the most. The biggest change in this Trump administration from earlier.

Fuji Patel: Last question. And I think we'll go into a couple of more fun personal ones, but it's a midterm election year. Um, do you have any sort of predictions? Do you expect political dynamics to change and how companies should think about public affairs strategies and M and A deals? Any other thoughts?

Nat Wood: Yeah. I'll tell you first what I think my political prediction is, and then what the implications are. And I've been around politics for a long time, really didn't do that while I was at the ftc, but before it and after it, I've done a lot of that. And, uh, in 1994, I was in the war room for the Democratic National Committee, uh, When Democrats lost 54 seats in the House and lost seats that they didn't think they were competing in. To me, a wave election is an election where one party wins seats that they're not aware that they're really going to be competitive in. Uh, assuming we have straightforward elections this year, I would expect that to happen. Um, and the Democrats would Pick up a lot of seats. So many, um, companies are dusting off their who is relevant in the Democratic Party playbooks. Smart companies have never stayed out of touch. Um, but if they have, it's time to start thinking about, uh, who's going to be enrolls, uh, um, in the House and possibly even in the Senate, um, and what the agenda is likely to be. It's always interesting. The, you know, campaigns run at very high level information, slogans and simple things. It's the think tanks and policy experts on the Hill who are kind of developing what that agenda will be. And, um, that's something that a lot of companies are looking at. Now.

Jenny Meyer: Just to wrap us up on the substantive portion of our conversation, any last bits of advice or perspective to some of those smart companies out there, uh, or companies that want to be smarter generally in their approach to public affairs, uh, in this current environment.

Nat Wood: Well, I think one of the things to think about is if you're thinking about public affairs or a digital element like pinpoint targeting that is a complement to other strategies, you don't necessarily do that instead of lobbying. Um, certainly not instead of all the legal and regulatory work that happens. It's a compliment. You also shouldn't wait and say, well, we'll see later if we need it, if we get in trouble. It's really something that it's worth making an investment in up front as part of a coordinated public affairs and government relations and regulatory strategy, um, rather than waiting till you're in trouble.

Jenny Meyer: We really appreciate the conversation. As always, very interesting stuff for those of us who are both anti trust nerds and those of us like me, who are in, uh, the M and A world, but pivoting to something a little bit more fun, as we usually do here on our curious amalgam, we like to get to know our guests as individuals and as human beings. So could you share with us Nat, something that we wouldn't know if we only knew you professionally?

Nat Wood: Yes. And you mentioned the National Park Service. I do love doing outdoors things. I think over my shoulder you can see a blue heron. I've gotten very into kayaking in the last few years, so I've kayaked rivers all around, um, really around the Annapolis area and on the Eastern Shore. And I love doing that.

Jenny Meyer: That's very cool. The one and only time I've tried, I got completely stuck on a bank and needed, uh, some rescuing. So maybe I will come to you for some help going forward.

Nat Wood: Be happy to take you out sometimes.

Jenny Meyer: Awesome. Do you want to play our Curious Hat.

Narrator: And, uh, now it's time for the Curious Hat.

Fuji Patel: Yes, I would be delighted to. So we have this segment called Our Curious Hat where we ask you a question that we haven't prepped you on. Um, so this is the first time you'll be hearing it. Um, and the question is, if you had $50,000 on the condition that you set spend it in one hour, what would you spend it on?

Nat Wood: I don't know if I should let my daughter see this or not. My daughter's getting ready to go to grad school at Columbia and it would go straight there.

Fuji Patel: A. Um, good, dad.

Nat Wood: Sorry, honey, I don't have it.

Fuji Patel: Oh, well, on that note, thank you, Nat, for joining us today. This was super enlightening, at least for me also, as a deal maker, and I think Jenny and our audience would very much agree. Um, really appreciate your time and thank you audience for joining us today.

Nat Wood: Thank you both.

Narrator: Thank you for listening to this week's episode of our Curious Amalgam, a competition, consumer protection, data protection and privacy law podcast. It is produced and shared around the globe by ABA's antitrust law section. The opinions expressed by the participants in this podcast are their own and do not necessarily represent their employer or other organizations. If you like what you heard or would like to become a member of the American Bar association, please check out what the Antitrust Section has to offer@ambar.org antitrust. You can learn more about our podcast atour curious amalgam.com. if you have comments, suggestions or podcast ideas, please reach out to us at podcast at our curious amalgam.com until next time, thank you for listening.