Up-and-Comers
from
July/August 2002
by Randy Myers
Mergers and Acquisitions
David Katz, 38
Wachtell Lipton Rosen & Katz
Serge Weinberg, chief executive of the French retailer Pinault-Printemps-Redoute SA, recalls David Katz’s arrival in London three years ago to help negotiate his company’s $3 billion investment in Gucci Group NV. Gucci was trying to fend off a hostile takeover bid from France’s LVMH Moët Hennessy Louis Vuitton, the world’s top luxury-goods company, and time was of the essence. Katz arrived on a Tuesday, and by Friday afternoon PPR’s investment in Gucci had been negotiated and the papers had been drafted and signed.
“David was working day and night with his colleagues to tailor a contract which would resist any assault,” Weinberg recalls. “He did it; this contract has never been broken by any court. I realized at that moment how very strong and efficient he was.”
Earlier this year Katz represented Newmont Mining Corp. during its purchases—in the space of just three months—of Australia’s Normandy Mining Ltd. and Canada’s Franco-Nevada Mining Corp. Ltd. When he began negotiating, Normandy was already the object of a hostile takeover attempt by the South African mining company AngloGold Ltd. The South African outfit fought Katz and his client relentlessly, challenging Newmont five times before the Australian Takeovers Panel in an unsuccessful attempt to derail its bid. That Newmont prevailed spoke not only to Katz’s skill in structuring the deal to meet legal requirements in the U.S., Canada, and Australia, but also to his quick study of South African law, which helped him understand the circumstances under which AngloGold would have to receive shareholder approval before it could raise its bid for Normandy. “We were already starting behind them, so understanding when we should raise our bid, knowing the timing constraints for them, was helpful,” Katz says.
Ultimately, he notes, Newmont got in a final bid that AngloGold was unable to match. Clients praise Katz’s academic expertise, commercial pragmatism, and remarkable stamina. “The first thing I would say about David is that he is a physical miracle,” says Weinberg. “He’s working in New York, I’m working in Paris, and with him, I’ve never felt there is any time difference between the two cities. He is able to work at any time of night or day with incredible efficiency.”
Katz is married, with two sons. He graduated cum laude from New York University School of Law, where he was a member of the Law Review. Already a partner at Wachtell, he now teaches a mergers-and-acquisitions course as an adjunct professor at his alma mater.
Bankruptcy
James Conlan, 38
Sidley Austin Brown & Wood
Growing up the son of an Iowa farmer, James Conlan says, he understood the concepts of debt and credit “before I understood what it meant to understand something.” But it wasn’t until he was enrolled in the University of Iowa Law School that he realized he could parlay his natural affinity for the subject into a legal career. Now 38, married, and the father of two daughters, he may already be the world’s foremost legal expert on cross-border corporate restructurings.
As vice chairman of the corporate reorganization and bankruptcy practice in the Chicago office of Sidley Austin, Conlan and the chairman of that practice, Larry Nyhan, are orchestrating a novel and complex global restructuring of auto-parts manufacturer Federal-Mogul Corp. In an effort to resolve crushing asbestos liabilities, Federal-Mogul is simultaneously working through Chapter 11 bankruptcy proceedings in the U.S. and operating in the U.K. under a comparable procedure called “administration.” The strategy of parallel proceedings in both countries is designed to lead to global rather than piecemeal resolution of the client’s problems, and could set a precedent for reorganizations. “We already have people approaching us and Sidley, asking how we have made this work,” says chartered accountant Simon Freakley, who is working with Conlan on the Federal-Mogul case as head of U.K.-based Kroll Buchler Phillips, one of that country’s leading corporate recovery and insolvency practices.
Freakley says it didn’t take him long to recognize Conlan as a special lawyer. “In the very early days of this assignment, he was quickly on top of sophisticated legal and business issues,” Freakley says. “He also has outstanding communication skills and is a very commercial lawyer; he has a real business focus.” In fact, Conlan not only serves as a Sidley Austin partner but also sits on the boards of Heartland Financial U.S.A., a financial-services company based in Dubuque, Iowa, and two of its six banks.
In-House Counsel
Jeryl Bowers, 34
Key3Media Events Inc.
Like a lot of people, Jeryl Bowers succumbed to the siren song of the Internet in 1999, when he left the Los Angeles law firm of Latham & Watkins to become general counsel of online retailer PetsMart.com. Unlike a lot of people, Bowers didn’t simply stand by when the dot-com bubble burst a year later, in 2000. Instead, he huddled with PetsMart.com’s senior managers and helped craft a buyout by PetsMart Inc., a bricks-and-mortar retailer that already held a minority interest in the company. Not only did the deal save the online business operation, it also allowed PetsMart.com employees, from the receptionist to the president, to receive value for their stock options—no small feat at the time. “This was not a simple merger, and Jeryl was our point person,” recalls Gary Marcotte, then PetsMart.com’s chief financial officer and now the CFO of an AOL Time Warner subsidiary, B3 Corp.
With his dot-com fling behind him, Bowers immediately landed a new job as vice president and chief legal officer of Los Angeles-based Key3Media Events Inc., the operating arm of Key3Media Group Inc., a New York Stock Exchange-listed company that produces trade shows for the information-technology industry, including the granddaddy of all such events, Comdex.
Bowers began making a name for himself when he was chosen as managing editor of the Law Review at the University of Chicago Law School. “I was told that I was one of the first African-Americans on the editorial board in more than 30 years,” he says. “I’m proud that I did a pretty good job as a role model, and in assisting African-Americans behind me to strive and succeed in becoming members of the board.”
After graduation Bowers spent a year clerking for Judge Joseph Hatchett of the U.S. Court of Appeals for the Eleventh Circuit, then embarked on stints with prominent law firms, including Skadden
Arps Slate Meagher & Flom and Latham & Watkins. When he went to PetsMart.com, he wowed CFO Marcotte with the breadth of his abilities, handling venture capital financings and M&A work, setting up the young company’s corporate governance structure, and taking on a wide variety of general legal issues, from licensing intellectual property to real estate transactions to the management of litigation. “I was just amazed at the kinds of things he would handle day in and day out,” Marcotte says. “But what I liked most about him was his businessperson’s approach; he knows how to balance legal theory with what actually works. He clearly has a full seat at the management table. He’s not just the legal guy.”
Bowers is married and the father of two daughters.
Mergers and Acquisitions
Faiza Saeed, 36
Cravath Swaine & Moore
When the French media and telecommunications giant Vivendi decided two years ago to buy Seagram, the Canadian owner of Universal Studios and Polygram Records, it turned to rising M&A star Faiza Saeed to structure the complex cross-border transaction. The challenge was to do the deal in a way that would make it tax-free for Seagram shareholders while adhering to the French rules governing such transactions. Saeed succeeded.
Only 34 at the time, Saeed had already proved herself in other high-profile deals, including her work for Time Warner in its merger with America Online. More recently, she has represented Vivendi in its acquisition of USA Networks, another tough transaction which required that she not only negotiate complex legal issues but also maneuver among an international cast of strong-willed executives that featured Barry Diller of USA Networks, John Malone of Liberty Media, and Jean-Marie Messier of Vivendi.
“What is distinct about Faiza,” says investment banker Alan Mnuchin, head of the media group at Lehman Brothers, “is that she doesn’t come on strong initially. She’s a very careful, thoughtful observer of facts, circumstances, and people. But once she’s sized up the situation and evaluated her client’s competitive advantages and objectives, as well as the issues on the other side of the table, she takes control of the process.”
“I never personalize anything that goes on in a negotiation,” says Saeed. “I really don’t think you serve your clients by getting your own ego tied up in anything; you always have to keep your eye on the ultimate prize. I try to figure out which issues really matter—because we fight over a zillion issues—and never let the deal get bogged down in the issues that don’t really matter.”
Born in Walnut Creek, California, Saeed majored in molecular biology and economics at the University of California at Berkeley, then graduated magna cum laude from Harvard Law School. In 1991 she joined Cravath, where her intelligence and problem-solving skills have inspired great confidence in her clients. “She’d never let things get so far that you need a Hail Mary to resolve the problem,” says Ronald Nelson, chief operating officer of DreamWorks, another company Saeed represents. “She’s good at containing issues before they get out of control.”
Academics
Iman Anabtawi, 38
UCLA School of Law
Iman Anabtawi was just 12 years old when she decided to make a career of the law, an occasion she marked by putting on a coat and tie to dress up as an attorney for Halloween. After studying mathematical economics at Pomona College in Claremont, California, Anabtawi earned a master’s degree at Oxford, where she studied philosophy, politics, and economics, then returned to California to earn a law degree at Stanford. She clerked at the U.S. Court of Appeals for the D.C. Circuit after graduation. A year later she was chosen to clerk for fellow Stanford alum Sandra Day O’Connor, the first female justice of the U.S. Supreme Court. Anabtawi’s next stop was an eight-year stint at the global law firm of O’Melveny & Myers, where she began as a tax associate and went on to become special counsel in the corporations department.
Although Anabtawi was on a career path to partner at O’Melveny & Myers, she found herself increasingly longing to explore the law in other ways—to participate in debates that could help shape public policy, to accept more speaking engagements, to conduct more pure research, and in general to revive the concept of lawyer as advocate that she’d held in her youth. So in 2000, she gave up her post to join the faculty of the UCLA School of Law. “It was wonderful for her,” observes Ken Bishop, a partner in the transaction department at O’Melveny & Myers, “and a loss for us.”
As an acting professor of law at UCLA, Anabtawi is helping to pioneer “transactional skills” courses in which students get to participate in simulated real-world corporate transactions such as venture capital financings or mergers and acquisitions. “Law school today is still very much based on the case method of teaching, with very little simulation or ‘live client’ work, especially on the corporate side,” she says. “My goal at UCLA is to prepare students for practice, which I do by bringing my practice background to the classroom.”
While her return to academia may have
cut into her compensation, Anabtawi, married and the mother of two, claims to be delighted with the move. Over the long term, it may pay career dividends. “Iman is an intellectual,” observes Duke Bristow, a senior fellow at the Harold Price Center for Entrepreneurial Studies at UCLA’s Anderson School of Management. “These are the
kind of people who end up being Supreme Court justices.”
Government
Steven Bernstein, 34
Federal Trade Commission
For defense, aerospace, and pharmaceutical companies planning a merger or acquisition in the U.S., the road to success goes directly through the government-issue office of 34-year-old Steven Bernstein, deputy assistant director of the Mergers I Division of the Federal Trade Commission’s Bureau of Competition. “Steven has played a significant role in virtually every major defense-industry merger the FTC handled in the 1990s,” says Ann Malester, assistant director of the Bureau of Competition. “And I can tell you that the commission has gone along with every recommendation the staff has made where he was leading the case.”
Among Bernstein’s earliest coups was his work in the FTC’s successful district-court challenge of the proposed merger between Alliant Techsystems and Olin Corp. in 1992. In 1997, he worked on the FTC’s analysis of the ultimately successful merger of aerospace manufacturers Boeing and McDonnell Douglas. The deal relied on the FTC’s determination that McDonnell Douglas, one of only two major manufacturers of commercial aircraft in the U.S. and only three in the world, was nonetheless no longer a “meaningful competitive force” in that market.
Finding bright young lawyers in the halls of the Federal Trade Commission is no big deal, of course; the federal government thrives on hiring promising novices willing to trade the plump starting salaries offered in private practice for the chance to take on real responsibilities early in their careers. But finding one who has played a lead role in prominent cases just a few years out of law school, as Bernstein did, is rare. His early aptitude in that area produced an appointment to his deputy position in 1999 at the age of 32, which made him one of the youngest deputies in agency history. “Steven is a brilliant lawyer and has the ability to do a substantive analysis of an antitrust case as well as or better than any other lawyer I’ve worked with in 25 years of antitrust law,” says Malester. Adds renowned antitrust attorney William Baer, former director of the FTC’s Bureau of Competition and now head of the antitrust practice at Arnold & Porter in Washington, D.C.: “Even when he says no, the folks on the other side invariably are impressed with his judgment and evenhandedness.”
“It’s a real responsibility,” Bernstein says, “because the stakes are so high on these matters. They are high for companies as well as for the consumers who could be impacted by mergers.”
Bernstein is married, with one daughter. He majored in accounting at the University of Miami, moved on to law school at Northwestern, joined the FTC immediately following graduation, and has so far resisted offers from the private sector. “There would be a bidding war for him if he came out,” says Richard Parker, who succeeded Baer at the FTC and is now co-chair of the antitrust and trade regulation group at O’Melveny & Myers. “This guy can be on my team any day of the week.”
