Ross' right hand man

New York-based WL Ross & Co. LLC, founded in 2000 by distressed maestro Wilbur Ross, is active around the world, but particularly in Japan and Korea. The job of overseeing the complex financial and tax issues arising from this mixture of bankruptcy and global activity falls to Michael Gibbons. Prior to joining WL Ross in 2002, Gibbons was a co-founder of the hedge fund and investment partnership specialty practice group at Marcum & Kliegman. He spoke with us recently about his expansive role at an expanding distressed investment giant.

What do you do at WL Ross that may differ from what other private equity CFOs do?
I obviously play the traditional role of overseeing all the financial and tax aspects of the funds, structure of the back office, internal controls, those kinds of things. But since our firm mainly handles bankruptcies, workouts and restructurings – which is generally how we acquire assets/companies rather than buying into pre-set equity structures – we' re buying assets that need to be structured from the ground up on day one. We have to get a good deal closer to the transactions and be able to figure out the optimal way to structure them from a business, tax and financial perspective and also in addition ensure that those structures mesh with our fund's objectives and structures. Much of the challenge is to balance tax effectiveness with the best corporate structure for the entity. There's always a big unknown of projecting what the end result will be and making sure the structure works for our potential exit strategies as well.

I also deal with the firm's legal relationships, managing foreign currency hedging risk and am involved on the operations side negotiating the firm's new ventures and general oversight of the business.

What are some challenges related to your firm's Asian activities?
Time difference is clearly one, especially in Japan and Korea, where we' re active. There's no overlap in the business day, so it's either very early in your morning and very late in their day, or vice versa. I've been on calls that started at 10 o'clock at night and ended past one o'clock in the morning.

Other challenges have to do with local laws – how do you deal with permanent establishment issues; local taxes, withholdings on distributions and dividends and exits from transactions.

Do you play a role in LP relations and fundraising?
When we are starting a new fund, I'm very involved in that process, starting with looking at the original concept with Wilbur and assessing whether the new opportunity is a good one. I then organize the compilation of the offering memo, partnership agreements, subscription agreements and work with our legal firm to organize the structure and decide on the jurisdiction of the new fund.

On an individual investor basis, each investor may have their own concerns, which we work to mitigate through discussions and providing relevant information. We also may negotiate side letters if applicable. One additional challenge is when we call capital for a deal which may not be public. Investors want information on the transaction and many times it's a challenge because we have to tell people, ?You have to send in money, but I can't tell you what it's for.?

How did you end up at WL Ross?
When Wilbur left Rothschild, he took his investment team with him, but didn't take any back office staff with him. In 2000, I met Wilbur with one of my partners and pitched our business. At the time he was running three funds totaling $450 million. A year and a half later, he was managing over one billion. By that time I was so involved with the firm that a lot of their first phone calls were to me. So Wilbur hired me full time in to my current position. The firm now manages over $3.5 billion. The opportunity to work with a pioneer in the industry such as Wilbur on a daily basis was not something I could turn down.