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Best Idea Wins

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Best IdeaWins


Adam Frankel built NWN’s first in-house legal department in 2019. Three acquisitions later he has stopped believing in the one thing every acquirer wants, and he is unusually direct about why.

A Counsel Collective Feature · August 2026

Adam Frankel, General Counsel of NWN

Over the past five years, Adam Frankel has helped NWN acquire and integrate organizations onto its platform, advancing the company’s evolution into North America’s leading AI-enabled service provider for innovative public and private organizations. Through Carousel Industries, Leverage Information Systems, and InterVision, NWN has built a differentiated integration capability: one that protects what made each company valuable, creates a stronger combined operating model, and delivers positive outcomes for customers, employees, partners, and investors. The lesson is clear: every successful integration requires a custom-built approach, and using someone else’s playbook can be one of the most expensive mistakes in any deal.

Adam has a line he keeps returning to, and it is not the kind of thing lawyers usually say out loud about their own profession.

The deal is won or lost in integration, not negotiation.

He is the General Counsel of NWN, and he is describing the gap between where legal energy goes and where value actually moves. “As lawyers, especially GCs, we spend enormous energy on diligence, purchase agreements, indemnities, disclosure schedules, and closing mechanics,” he says. “Those things matter.” Then the turn. “But the transactions that ultimately create value are rarely distinguished by who negotiated the better escrow cap or basket.”

They are distinguished, he says, by whether the acquirer keeps the key talent, integrates the systems, aligns the culture and the incentives, and catches the integration risks early enough to do something about them.

That is the work Frankel and his team have been doing since 2019, when he built NWN’s first in-house legal department. In the years since, the company has absorbed Carousel Industries, Leverage Information Systems, and InterVision. Outsiders see the announcements. “They just see the top line number,” he says, and assume the rest resolves itself.

It does not resolve itself. That is the story.

The view from outside counsel

“Adam is a fantastic attorney and executive who consistently finds the right balance between protecting his organization, aggressive advocacy, and level-headed business solutions. Working with him as outside employment counsel, I appreciate his practical and reasoned approach to analyzing complicated legal issues, and I view our work together as truly a partnership.”

The successful method NWN has built is not a static checklist. It is a disciplined, repeatable way of listening first, identifying where value truly lives, and then tailoring the integration so the combined company becomes stronger than either organization could have been on its own.

In 2020, Frankel gave an interview about the importance of comprehensive integration strategy. Five years on, he has changed his mind about something fundamental, and he is candid about it.

“My thinking has moved from believing in the strategy only to believing in the strategy and execution,” he says.

The old belief was appealing and, he notes, still sounds right: build a clean, comprehensive, repeatable integration playbook before the first meaningful deal, then run it. What he has learned is that it does not work that way. “Integration capability isn’t designed in advance,” he says. “It’s built through experience, one integration at a time.”

What was not apparent to him then was how completely different each deal is from the last. The strategic rationale behind an acquisition, whether it is technology or geographic expansion or entry into a new vertical, whether the target is founder-led or already an enterprise, dictates the integration approach. Running a uniform model across all of them, he says, “isn’t just ineffective; it actively risks destroying value.”

So the conclusion he draws is direct. “I no longer think the goal is a single static playbook. The right approach is custom to the deal, the stage of the business, and the outcomes the acquisition is designed to create.”

He is also clear about why the trap of a static playbook is so well populated. A playbook is comforting and sellable. “It’s easy to put in a deck, easy to promise a board, easy to feel in control of.” The alternative, learning and adapting each time, is more honest and much harder to socialize. And because integration is where value quietly leaks out without ever appearing cleanly on a financial statement, the correction rarely arrives. “The cost of getting it wrong is real but diffuse, so the lesson doesn’t always get learned.”

3

Acquisitions integrated since 2019

2019

The year he built NWN’s first legal function

0

Playbooks that survived the next deal

Three deals, three different integration challenges, and three successful outcomes.

The evidence is in the three acquisitions themselves.

Carousel Industries taught NWN how to integrate a large, founder-led business. Leverage Information Systems was the entry into federal contracting, a regulated world of FAR requirements and audit expectations that Frankel says the generalist framework simply could not absorb, so they stood up a dedicated function around it. InterVision was the one that demanded refinement and optimization at scale.

Three acquisitions, three genuinely different opportunities to accelerate value creation. Carousel strengthened NWN’s cultural and customer-engagement model. Leverage expanded NWN’s federal contracting capabilities without diluting the specialization that made the business valuable. InterVision helped NWN refine and optimize its governance, compliance, and operating model at scale. None of those outcomes would have been achieved by a static document written in advance.

As General Counsel of NWN, Adam has navigated the company through multiple acquisitions, both at the investor level and NWN’s acquisition of other communications companies. During these transactions, Adam led teams across finance, tax, legal and regulatory to identify potential issues, quantify potential exposure and develop a reasonable path forward. After each transaction, Adam managed the integration of multiple diverse billing and tax calculation platforms, varied and at times divergent regulatory and tax compliance histories and differing management approaches to regulatory compliance risk.Michael Donahue, Partner, Scale LLP

Best idea wins

The Carousel deal is where Frankel’s thinking about culture hardened, and it is the part of the story he tells with the most conviction.

He does not soften the claim. “I’d go further than saying culture impacts success. I think culture usually determines it.” Contracts and compliance, in his framing, are the backbone of an integration. Culture is the foundation. Get the legal mechanics right and the cultural integration wrong and you have still failed, because you have eroded the value of the people and the relationships you just bought. Culture, he says, “isn’t one workstream on the integration plan sitting alongside the others. It sits underneath all of them.”

Carousel made that principle unavoidable. It was founder-led, it had a strong and distinct identity, and, in the detail Frankel says people consistently underestimate, it was larger than NWN at the time on an employee basis. There was no credible version of the deal where the acquirer simply imposed its processes and moved on. NWN had to earn trust, listen carefully, and build a combined model that respected the people, practices, and customer relationships that made Carousel valuable in the first place.

What happened instead is the moment the whole piece turns on.

“Carousel was where we first made ‘best idea wins’ real instead of rhetorical,” he says. Some of Carousel’s approaches to customer engagement and execution were more refined than NWN’s, so NWN adopted them. That visible willingness to learn from the acquired company, rather than merely absorb it, became a defining proof point of NWN’s integration philosophy. “That single act, the acquirer visibly deferring to the acquired company on something that mattered, did more for cultural integration than any memo could have.”

That distinction matters because integrations are not won through authority alone. They are won through trust: showing the acquired team that their expertise will be respected, their best ideas will be considered on the merits, and their people will have a meaningful role in shaping the future operating model.

You Evolve

If Carousel is the culture story, InterVision is the governance story, the kind of integration that shows why disciplined execution matters even when both organizations are sophisticated and well run.

On paper it was the easy kind of integration. Two sophisticated organizations, both with legitimate, well-functioning compliance programs. “The surprise wasn’t that one side was broken,” Frankel says. “It was that both were working, but working differently.” One program was framework-driven and structured. The other was operationally embedded and pragmatic. One governed through centralized ownership, the other through a distributed, accountability-based model.

Two right answers, and the friction between them was not something anyone had modeled: inconsistent approaches to data handling, variability in how risk got assessed and escalated, and, most seriously, misalignment in what the combined company was telling the outside world about privacy.

So they looked properly. Websites, public privacy notices, cookie and consent mechanisms, marketing and data-collection touchpoints. Frankel describes what they found without any defensiveness, and with the clear implication that most companies would find the same thing. Outdated or inconsistent disclosures. Gaps between policy and actual practice. “The kind of incremental compliance drift that accumulates quietly as a business evolves.”

The instinct at that point is to force alignment fast, pick one program, impose it. “We deliberately didn’t.” They treated the integration as a forcing function to step back and re-architect: harmonize the two frameworks into a single defensible model, standardize governance and accountability, modernize the external disclosures, and pull internal practice back into line with what the company was saying publicly.

The combined program ended up stronger than either version that went into it. And the lesson generalizes past privacy: “Compliance integration isn’t convergence, you don’t average two programs together. You redesign.”

Preserve or consolidate

Out of these deals Frankel has extracted something more portable than a playbook, which is a rule for deciding what to leave alone.

Where the acquired company’s value is specialized, preserve it; where the value is scale, consolidate.

Leverage is the preserve case. The value there was deep domain expertise in federal procurement, so over-standardizing would have undermined the exact thing NWN acquired. They aligned Leverage to enterprise systems for contracts, intake, and governance, and deliberately left the federal specialization alone.

The consolidate case is less glamorous and, he argues, considerably more valuable. In a AI-enabled services and technology-integration business, the durable synergies are operational: consolidating purchasing power across distributors and OEM partners so the combined company buys with real leverage, freeing up working capital, and running one best-in-class order-to-cash process across a broad catalog of third-party products layered with NWN’s own services. That is where integration becomes measurable value creation.

This is the part Frankel thinks the industry systematically underrates. “Executives will happily talk about revenue synergy and cross-sell, but the durable value usually sits in that operational plumbing, and it gets underinvested in precisely because it doesn’t demo well and most importantly, it’s really hard to do well.”

The part nobody models

Then there is the half of integration that no financial model contains, which is what any of this feels like to the people living through it.

Frankel does not treat communication as a supporting function. “It’s close to being the whole game on the human side.” The legal and operational work can be flawless, but if people do not understand what is changing, why it is changing, and what is staying the same, uncertainty fills the gap. NWN’s approach is to communicate with enough candor and consistency that people feel informed, respected, and included in the transition.

Three practices carry it. Transparency, meaning candor about what is changing and honesty about what is not yet known, because “in an acquisition people can tell when they’re being managed rather than informed.” Sustained engagement instead of one-time messaging, repeated across the Day 1, 30, and 90 phases, “because people absorb change on their own timeline, not the deal’s.” And alignment between the internal story and the external one, a lesson he traces straight back to InterVision: when external commitments and internal practice drift apart, that is a communication and integrity problem before it is a compliance one.

All of it is harder because NWN is remote-first and geographically scattered. The informal signals are gone. You do not catch the hallway conversation that tells you a team is quietly resisting a change or confused by a new process, so the intentional channels have to be built to replace them. Frankel puts the stakes plainly: “Under-communicating in a distributed workforce isn’t neutral; it reads as something being hidden.”

What he watches instead of the numbers

Asked how he measures whether an integration worked, Frankel starts by reframing the question. Financial performance matters, but it is a lagging indicator. By the time it moves, the integration has already succeeded or failed for reasons that showed up much earlier: whether key talent stayed, whether customers remained confident, whether operating processes actually worked, and whether the combined company became easier to run rather than harder.

So he watches earlier things. Retention first, specifically the leaders and key talent who carried the value of the acquired business. “If those people leave too soon, you’ve usually lost the deal regardless of what the numbers say for a quarter or two.” Then the compliance and governance posture after integration, which in the InterVision case meant a unified, defensible privacy program with practice and disclosure back in alignment. He is pointed about why that one counts: “That’s a concrete, checkable outcome, not a vibe.”

His legal team also surveys the internal constituents it serves, the sales organization above all, scoring itself the way a company would run a net promoter score, to get a trended read on whether legal is helping or getting in the way. And they watch the contract lifecycle data, because the volume and velocity of contracts actually moving through the system reveals whether the integrated intake process is being used or quietly worked around.

The higher floor

For a general counsel stepping into this work, his advice starts by reframing the job. “Integration is a strategic discipline, not an operational checklist. If you approach it as a list of tasks to close out, you’ll manage the mechanics and miss the point.”

Then the harder instruction, the one that runs back through Carousel: let go of the idea that the acquirer automatically has the best answer. Do not standardize reflexively and do not rush. Stage the work, and standardize only where it genuinely adds scale, “because over-standardization quietly destroys the specialized value you paid for.” Use the integration to fix what both organizations had tolerated separately rather than simply bolting two companies together.

It has been a pleasure partnering with Adam at the five companies at which he has been in-house, and it has been particularly interesting to see him grow from a very junior attorney into a sophisticated GC who does not hesitate to probe and question my advice, even in areas where I have more experience than he does.Shepard Davidson, Partner, ArentFox Schiff LLP

What success looks like years later is not size. “Not just bigger, better.” The test is whether the best ideas from both sides survived regardless of which company they came from. On Carousel, Frankel’s marker is that some of their approaches are just how NWN operates now, and “nobody thinks of them as ‘theirs’ anymore.” For the people, the test is whether those who made the acquired company valuable are still there, still have real influence, and can point to things the combined organization does their way.

And zoomed all the way out, the prize is not any individual deal.

“The ideal outcome is that the organization has become better at absorbing complexity itself, more coherent and more scalable, so that the next integration starts from a higher floor.”

That, in the end, is what NWN’s method buys you that a playbook never could: the ability to acquire with discipline, integrate with respect, and make the combined organization more valuable, more scalable, and better prepared for whatever comes next.

Adam Frankel

About

Adam Frankel

General Counsel, NWN

Adam Frankel is General Counsel of NWN, a technology services company built substantially through acquisition. He founded its in-house legal department in 2019 and has led the legal, regulatory and cultural work of folding Carousel Industries, Leverage Information Systems and InterVision into the combined business.

A Counsel Collective Feature · Legal · 2026
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