Bain and Company

History

Bain & Company was established in 1973 by a group of seven former partners from the Boston Consulting Group headed by Bill Bain.

Under Bain's direction, the firm implemented a number of practices that were unusual to the consulting industry in its early years. Notably, Bain & Co. would work with only one client per industry to avoid potential conflicts of interest. Partners did not carry business cards, and clients were referred to by code names to enforce client confidentiality. The company won clients by boardroom referrals rather than marketing, and claimed its consultants worked on increasing a company's market value rather than simply handing clients a list of recommendations. To win business, Bain demonstrated the increase in value of their clients' stocks.

The firm's founding was followed by a period of international expansion. Even though business was sluggish and the company was overstaffed, Bain had to turn away business due to its one-client-per-industry restriction. Competition increased as other firms also adopted Bain’s implementation-focused strategy, and internal infighting among the senior partnership threatened to break up the firm. In response, Bain & Co. was formally incorporated in 1985 and, over the course of two years, an Employee Stock Ownership Plan (ESOP) was established. Bain's senior partners began borrowing against their equity for cash, eventually leaving the firm with a heavy debt load.

As business slowed, this debt load began to squeeze the firm. Bain ultimately found itself in non-compliance with Bank of New England loan covenants. The resulting debt write-off at the Bank of New England eventually resulted in that bank's failure in 1991.

With the company facing financial duress, Bain Capital partner Mitt Romney was asked to rejoin and lead Bain & Co. as interim CEO. Romney negotiated a settlement between the Bain partnership and the firm's lenders, including a $10 million reduction in the $38 million Bain owed the Bank of New England, which by that time had been seized by the FDIC and placed in Chapter 7 liquidation. Romney was able to negotiate this reduction in the debt amount with the FDIC by threatening to use the remaining cash that Bain had on hand as bonuses for Bain executives. Bain & Company paid Bain Capital a fee of $4 million for Romney's services.

Romney’s plan involved "a complicated restructuring of the firm's stock-ownership plan, real-estate holdings, bank loans, and money still owed to partners". To avoid the financial crisis that a buyout would have triggered, the group of founding partners agreed to return about $100M cash and forgive outstanding debt.

Although in the role for just one year before returning to Bain Capital, Romney's tenure resulted in three changes to firm governance. First, ownership was officially shifted from the owners to the firm's 70 general partners. Second, transparency in the firm's finances increased dramatically (e.g. partners were able to know each other's salaries). Third, Bill Bain relinquished ownership in the firm that carried his name. Within a year, Bain became profitable again and stemmed partner defections.

In 1993, the head position was split into two roles – an executive head (Worldwide Managing Director) and a non-executive head (Chairman of the Board). Orit Gadiesh was named Bain’s first Chairman in 1993, becoming the first woman to lead one of the major consulting firms. Under Gadiesh and MD Tom Tierney, the firm grew by 25 percent per year, expanded its office count from 12 to 26, and increased partnership from about 70 to nearly 200.

Relationship with Bain Capital

Bain & Co. is an entirely separate entity from Bain Capital. Bain Capital is a private investment firm specializing in private equity (PE), public equity, leveraged debt asset, venture capital, and absolute return investments. Bain Capital does not provide management consulting services to its clients.

Bain Capital was founded in 1984 by several former Bain & Co. partners that included Mitt Romney (later to become the 70th Governor of Massachusetts and candidate for President of the United States), T. Coleman Andrews III, and Eric Kriss. On account of these shared roots, Bain & Co. still maintains a strong institutional relationship with Bain Capital. Many current Bain Capital managing directors and professional staffers began their business careers at Bain & Co.

Past controversies

The Guinness share-trading fraud was a corporate takeover scandal of the 1980s. In April 1986, the British government launched an investigation into Guinness' purchase of Distillers Company for equity valued at $3.8 billion. The government suspected that Guinness had illegally inflated its stock price to sway Distillers' shareholders away from a competing offer from the Argyll Group, a Scottish food retailer.

Several executives were implicated in the investigation: the Guinness CEO Ernest Saunders, several top executives at Morgan Grenfell (Guinness's investment bank), and Guinness' director of financial strategy & development and then Bain VP Olivier Roux (who had temporarily been assigned to Guinness by Bain). Roux was still on Bain's payroll at the time, prompting public criticism that Bain was guilty of a conflict of interest and leaving Bain vulnerable to lawsuits. Roux later resigned his posts at both Guinness and Bain.

Sir Jack Lyons and "the Guinness Four"

Sir Jack Lyons, whom Bain hired to help build its consulting practice in Britain, admitted to receiving more than $3 million in fees from Guinness for "advisory services". His company, J. Lyons Chamberlayne, was also under investigation for accepting another $480,000 from Guinness linked to improper share buying. Bain fired Lyons in January 1987; he was later charged (along with Ernest Saunders, Gerald Ronson, and Anthony Parnes). The four men became known as "the Guinness Four." All men were convicted but Lyons was not imprisoned due to ill health. He lost his knighthood and was fined £3,000,000 plus £1,000,000 prosecution costs.

Due to Roux's resignation and Lyon's swift termination, Bain & Co. was never accused of any wrongdoing in the Guinness affair.

Background

In 1998, Value Partners, a smaller management consulting firm based in Milan, filed a lawsuit in U.S. federal court against Bain & Co., alleging Bain's theft of Value Partners' office in São Paulo, Brazil, including its clients, employees, and confidential and proprietary information.

Value Partners, which was established in 1993, had expanded its operations to five offices worldwide with 80 staff. In 1994, Value Partners opened an office in São Paulo, Brazil. By 1997, Value Partners' Brazilian office was thriving and had grown to 25 staff.

Value Partners claimed that Bain unlawfully caused members of Value Partners São Paulo office to enter into a conspiracy with Bain to take-over Value Partners' Brazilian office. Bain, which at the time had no business presence in Brazil, allegedly determined that it thereby could expand into the region, without incurring the associated start-up costs and risks of a new branch office.

According to the complaint, unbeknownst to fellow members of Value Partners at the time, the co-conspirators remained with Value Partners even after agreeing to join Bain, so as to secretly work from within Value Partners to better effectuate the wholesale misappropriation of Value Partners' São Paulo office.

Post-trial outcome

In 2002 following a four-week trial, the jury found Bain liable for unfair competition and tortious interference under Brazilian law and awarded Value Partners $10 million in compensatory damages (the full award requested by Value Partners at trial). Value Partners was also awarded approximately $2.5 million in prejudgment interest.

Bain's post-trial motions were denied, and Bain appealed to the First Circuit U.S. Court of Appeals. Value Partners filed a cross-appeal, contesting the District Court's denial of its companion claim for treble damages for unfair competition under Massachusetts law.

Awards

2017 - Rated #1 on Glassdoor.com Best Places to work.