The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
D. Scott Bennett—Partner, Corporate Department
Scott Bennett is a partner in Cravath’s Corporate Department. His practice primarily focuses on representing issuers and investment banking firms in connection with public and private offerings of securities, as well as representing corporate clients in mergers and acquisitions.
Scott received a B.A. in Economics from Duke University in 2002 and a J.D. with High Honors from Emory University in 2006 where he was valedictorian, a notes and comments editor of the Law Journal and was elected to the Order of the Coif. He joined Cravath in 2006 and became a partner in 2014. Scott currently serves as the Firm’s Corporate Hiring Partner and is a member of the Firm’s Diversity Committee.
Please provide an overview of what, substantively, your practice area entails.
My practice at Cravath focuses on representing issuers and underwriters in public and private debt and equity offerings, including IPOs, investment grade and high-yield corporate bonds. I also represent corporate clients in mergers and acquisitions, a testament to Cravath’s associate rotation system, which provided me deep experience in multiple corporate areas.
What types of clients do you represent?
On the underwriter side of transactions, I have represented a large number of major investment banks, such as Goldman Sachs, Citi, Credit Suisse, Bank of America Merrill Lynch and J.P. Morgan Securities. I also regularly represent corporate clients of all industries and sizes as issuers or in M&A, including Qualcomm, Jose Cuervo, Weyerhaeuser, GasLog and Costamare.
What types of cases/deals do you work on?
I work on a large variety of transactions, but many of my deals are IPOs, spin-offs, split-offs, complex Reverse Morris Trust deals and other similar transactions.
I recently represented Jose Cuervo in its $916 million IPO in Mexico and in a concurrent international private offering. It was a high-profile and complicated transaction as it not only involved the world’s largest tequila producer, but the IPO process itself spanned the months leading up to the 2016 U.S. presidential election and the first days of Trump’s presidency. Jose Cuervo’s IPO was the first Mexican offering in the new administration and was closely watched by industry insiders. Currently, I am representing Jose Cuervo again, this time in connection with an M&A deal—its pending $205 million acquisition of Pendleton Whisky, one of the leading super premium whisky brands in the United States.
I also recently represented Weyerhaeuser in a hybrid M&A and securities transaction. I led the $900 million notes offering of its homebuilding business, made in connection with its split-off from Weyerhaeuser and its subsequent $2.8 billion merger. I also handled the SEC aspects of the split-off exchange offer transaction, which were very complex and interesting.
How did you decide to practice in your area?
As an associate, I rotated through both capital markets and M&A, among other corporate groups. I learned from a variety of Cravath partners, each with their own style of practice that allowed me to grow and evolve as a lawyer. I also worked with a diverse range of clients and was exposed to the range of corporate issues facing, for example, a family-owned private company, or an oil and gas giant or a global technology player. My experiences as an associate formed a foundation of expertise that now allows me to advise clients through the various stages of their corporate life cycles and on their most significant matters. This comprehensive training system is a Cravath hallmark, and I feel fortunate that I have been able to build upon that knowledge to have the ambidexterity to continue practicing in both capital markets and M&A.
What is a typical day or week like in your practice area?
The nature of this work often means that no two days or weeks are the same. I work on multiple transactions that are at different stages simultaneously. While balancing multiple live transactions can be challenging, the pace of the work and the diversity of client relationships and matter type make every day interesting, which has been an extremely fulfilling part of practicing in this space.
What is the best thing about your practice area?
Hands down, the wide variety of work that I am able to do is what makes this practice interesting and enjoyable. More generally, I appreciate the collegiality that is an inherent part of securities work. Although issuers and underwriters may technically be adversaries, there is a collective appreciation that we are moving toward a common goal—all parties are solution-oriented and ultimately want to reach a successful closing. That shared goal means there is a sense of teamwork that has allowed me to build lasting relationships—not just with other practicing lawyers, but with bankers and other advisory professionals as well. I think that’s a unique characteristic of this field, and it’s one I have appreciated over the course of my career.
What is the most challenging aspect of your practice area?
Juggling multiple deals simultaneously can certainly be challenging, particularly when several clients are facing critical issues at once. My goal is always to ensure that each of my clients feels like they are my first priority—I want them to know that they can count on me and the Cravath team when they are facing difficult and time-sensitive challenges. Fortunately, the collaborative environment at Cravath means that there is always a member of the team in place to field urgent questions or to respond quickly when a client need arises.
In addition, our associates take on a great deal of responsibility and are on the front lines of working with clients on these issues, so having a capable team allows us to respond ably to client needs—even when there are multiple live projects at once. We make great efforts to find the best and brightest for each of our incoming associate classes. We generally do not hire lateral associates, so training and development of our associates is hugely important for us and represents a big part of what I do day to day.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
In addition to the traditional law school curriculum, I would recommend taking some accounting and economics courses if you are interested in corporate work. Having a basic understanding of terms and principles in these areas can be incredibly valuable as you progress in your career and work with clients on transactional matters. Similarly, reading business publications—The Wall Street Journal or the business section of The New York Times, for example—will help you stay current on market trends and company news. It is also helpful to read relevant trade publications and periodicals to stay up-to-date on industry developments and regulatory news.
What is unique about your practice area at your firm, and how has it evolved since you have been at the firm?
Just as all Cravath lawyers are trained as generalists, our capital markets practice is distinct in that we do not specialize by industry or type of transaction. Since we’re not trapped in silos, we are better able to see issues and problems that arise in various types of deals. This approach means that each of our partners is an adept problem-solver, and we can respond quickly and effectively if, for example, a deal structure changes.
In terms of how this has progressed since I have been at the Firm, I think Cravath evolves with our clients and with the markets. For example, I have been establishing a greater foothold in transactions involving Latin America, a region that has always been important to Cravath and a region that we think could become even more important in the years to come. While my client base continues to be diverse, the Latin American expertise I have accrued has been an exciting and important point of development in my career.
What activities do you enjoy when you are not in the office, and how do you make time for them?
I am an avid scuba diver and have been diving since I was 14 years old. In between college and law school, I took a bit of time off to become a Divemaster and work professionally on dive boats. I have completed many hundreds of dives, and I am also a passionate freediver. Living in New York means finding time to get away to keep up with my hobby can be difficult, but I do my best to make time during market lulls, or around the holidays and late summer. I have found the trick is to ensure that my destination has two key attributes: a warm climate and good WiFi.