The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Keith Hallam—Partner, Corporate Department
Keith Hallam is a partner in Cravath’s Corporate Department. His practice primarily focuses on mergers and acquisitions and activist defense. Keith also advises corporations and their directors on general corporate and governance matters.
Keith received a B.A. magna cum laude from the University of Pennsylvania, where he was elected to Phi Beta Kappa, and a J.D. from the University of Pennsylvania, where he was a senior editor of the Law Review. He joined Cravath in 2007 and became a partner in 2015.
Please provide an overview of what, substantively, your practice area entails.
My practice at Cravath focuses on representing companies across a variety of industries as buyers and sellers in all types of M&A transactions, including a variety of purchases and sales of public and private companies, carve-out divestitures, spin-offs and joint ventures. I also advise clients on activist defense matters as well as general governance and other corporate matters.
What types of clients do you represent?
I represent clients from various industries and of differing sizes in both public and private transactions. I have also represented numerous companies and boards of directors in defending against activist hedge funds, including Carl Icahn in a number of matters. Every client is different and every deal is different, which makes my job interesting and exciting.
What types of cases/deals do you work on?
Cravath consistently works on matters where our clients need the highest quality skills and experience in large and complex negotiations, which often involve multiple jurisdictions. As one example, I worked on the Cravath team advising Starwood in its $13.3 billion sale to Marriott International and in connection with a competing, unsolicited acquisition proposal from a consortium consisting of Anbang Insurance Group, J.C. Flowers & Co. and Primavera Capital.
Starwood had engaged the Firm to explore a full range of strategic alternatives and held discussions with a number of potential counterparties as part of that effort. The review not only included potential sale transactions, as was ultimately the case with Marriott, but also other business combinations, acquisitions and other transactions. It was an incredibly thorough and rigorous effort led by Starwood’s management, Board and advisors, and required significant work in analyzing and pursuing a number of potential options at the same time. This is just one example, but a good representation of the scale and impact of the transactions on which we work regularly.
How did you decide to practice in your area?
As an associate, I rotated through the different areas of corporate practice, gaining significant experience in capital markets and M&A. I was drawn to M&A because of the fast-paced nature of the work and the opportunity to advise on a wide variety of transactions. There is no cut-and-dried method for this work, and clients rely on our ability to think outside the box to develop solutions based on each deal’s set of circumstances. I have enjoyed the quick, strategic thinking that M&A demands in today’s market.
What is a typical day or week like in your practice area?
With multiple transactions happening simultaneously, I think most M&A lawyers would agree that there is no typical day or week in this space. For example, I was working to sign a deal to sell The Fresh Market, the specialty grocery store chain, to Apollo on the same day that Anbang made its first bid to acquire Starwood—which dovetailed into the Starwood/Marriott deal process I described earlier. At any given moment, I could be negotiating a public M&A deal, figuring out how to structure a complex carve-out divestiture, or helping a company defend against a shareholder activist.
What is the best thing about your practice area?
I would expand this to three “best things.” First, M&A has always appealed to me because of the excitement inherent in the pace and strategy of the work. In addition, working with clients across various industries has been an added bonus—no deal is ever the same. And last, but certainly not least, there is nothing better than working with colleagues who share the same passion for this work. Cravath is an extraordinary place to practice law, and our clients really benefit from the collective passion our lawyers bring to every matter.
What is the most challenging aspect of your practice area?
What can be considered challenging about the M&A space is also exciting—an active deal market can mean unpredictable timing, fast-paced negotiations and high stakes for your client. While those characteristics make for a challenging deal process, achieving success is incredibly rewarding. It is crucial to remain flexible—you may not know what the next “shoe” is going to be in a given scenario, and when or if it will drop. Being adaptable allows you to face challenges head on, and to remain innovative in structuring solutions.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
If you are interested in M&A work, I would recommend taking courses focused on corporate law and securities regulations. It is also helpful to stay on top of trends in the market and factors that affect the economy, such as uncertainty caused by the political climate, interest rates, proposed regulations and industry developments.
What misconceptions exist about your practice area? What do you wish you had known before joining your practice area?
People may assume that since Cravath is based in New York, our work is solely focused on clients within the U.S., but Cravath handles cross-border assignments for clients in jurisdictions around the world. It is also easy to forget that M&A is uniquely positioned to touch a variety of other practice areas, so we have the opportunity to regularly work with our colleagues in tax, executive compensation and benefits, antitrust, intellectual property, real estate, etc. There is real camaraderie in teaming up with colleagues in other practice areas to get a deal across the finish line.
What is unique about your practice area at your firm, and how has it evolved since you have been at the firm?
Many are surprised to hear how small the M&A group is, given the multibillion-dollar deals for big-name clients we lead. I really do believe that we’re able to perform at the level we do because of the Firm’s deep commitment to nurturing its talent from within. Partners were, with few exceptions, recruited from law school and trained through Cravath’s Rotation System. We maintain an integrated platform for serving clients and the partnership invests in the development of every associate class knowing that they will become the next generation of the Firm.
What activities do you enjoy when you are not in the office, and how do you make time for them?
Outside the office, I spend most of my time with my wife and daughter. I am fortunate to be able to balance my partnership with my family life. M&A is interesting and exciting, but it doesn’t compare to raising our two-year-old.