About

Jonas Software is one of six operating groups of Constellation Software, a public company that trades on the facilities of the Toronto Stock Exchange. Each of the six divisions of Constellation has its own management team and operates quite autonomously and sometimes compete. There are approximately 25 lawyers spread out throughout the various operating groups and sub-operating group portfolios of Constellation. Within Jonas Software, there are two senior lawyers and two support staff led by general counsel Michael Shour. He explains that ‘as Jonas continues to grow, our goal is to try to replicate Constellation’s model within Jonas. The hope is that the lawyer working under me will soon become the general counsel of one of Jonas’ five portfolios and we will then hire another lawyer to work with me for a couple of years before she or he then becomes the general counsel for another one of our portfolios, and so on’. Constellation’s mission is to acquire, manage and build market-leading software businesses that develop specialised, mission-critical software solutions to address the specific needs of particular industries. For the first 10 or so years of Constellation’s existence, much of the deal activity was led out of Constellation’s head office. For the next 10 or so years, much of the deal activity was led out of the operating group head offices, including Jonas. The team has recently organised Jonas into five thematic and geographic portfolios and is growing decentralised M&A teams within each of these portfolios. ‘It’s challenge, and its goal’, according to Shour, ‘is to increasingly build up and decentralise the legal function to keep pace with this activity’. The team is constantly working on various stages of acquisitions from initial contact, negotiating the letter of intent to structuring and closing the deal. Unlike many purchasers of businesses such as private equity funds, Jonas buys and holds for life, as a policy. Shour says that, ‘we never sell the businesses. Accordingly, it in is our best interest to help the acquired business prosper while honouring the legacy of the sellers. Globally, we work with various owners, boards and legal teams from different backgrounds and industries’. A couple recent examples include Jonas’ 2018 acquisition of Greycon, involving multi-jurisdictional negotiations to include the entire business spread across the UK, Greece, Uruguay, France and China. The team also worked on the acquisition of Leonardo Worldwide Corporation in 2018, a major Canadian digital asset management and digital marketing company.