The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Stephen F. Arcano, Partner & Global Head of Transactions Practices (New York Office)
Stephen F. Arcano serves as global co-head of the firm’s transactions practices, advising companies, boards of directors, and financial institutions on a wide range of corporate matters, including mergers and acquisitions, corporate governance, and other corporate and securities laws matters. He has worked on a variety of high-profile mergers, acquisitions, and contested situations representing acquirers, sellers, and targets.
Steve is an adjunct professor of law at Georgetown University Law Center and has lectured at various other law schools and seminars. He was named as one of The American Lawyer’s Dealmakers of the Year in 2017 and repeatedly has been selected for inclusion in Chambers Global: The World’s Leading Lawyers for Business and Chambers USA: America’s Leading Lawyers for Business. He also has been listed in The Best Lawyers in America, Lawdragon 500 Leading Lawyers in America, and IFLR1000.
Describe your practice area and what it entails.
My practice covers a wide variety of corporate matters. My main focus is counseling on transactions involving the purchase and sale of companies through various means (mergers, tender offers, or stock or asset transfers), spinoffs, and contests for corporate control. But my work really runs the full gamut of corporate matters, including providing corporate and securities law advice to senior management teams and boards of directors, assisting companies in responding to shareholder activism, and advising on matters of critical judgment at a company’s most senior level.
What types of clients do you represent?
There really is no “typical” client. I have represented companies in some of their most high-stakes or noteworthy deals, including Mobil Corporation in its merger with Exxon Corporation, the independent directors of Time Warner Cable in its acquisition by Charter Communications, and Gilead Sciences in its acquisitions of Kite Pharma, Inc. and Pharmasset. I’ll often represent clients in cross-border deals, such as Alcatel in its merger with Lucent Technologies or WhiteWave in its sale to Danone. Many clients are smaller companies, as well, pursuing transactions that are critical to them. I’ve also represented major investment banking firms as financial advisors in a number of transactions.
What types of cases/deals do you work on?
Many deals I have worked on involved representing major corporations in some of their most strategic and important matters. Some situations involve responding to unsolicited offers, proxy challenges, or shareholder activism. I work on deals across practically every industry, including pharma and biotech, energy, gaming, heavy industry, health care, and consumer products, just to name a few.
How did you choose this practice area?
In the fall of 1986, when I was applying for a job for the summer of 1987, I knew I was interested in corporate law, but I didn’t know precisely what areas would be of most interest. I thought about corporate finance or M&A as likely areas of interest. M&A deals were big news at that time, and there were only a few firms with significant M&A practices. Skadden was definitely at the top of the list. I ended up at Skadden, which turned out to be a great fit personally and professionally. Over the course of that summer, in addition to M&A deals, I worked on a corporate finance assignment and then a tax assignment. Both were good experiences, but I was hooked on M&A. I loved the energy and the excitement, and I knew I had found my practice.
What is a typical day like and/or what are some common tasks you perform?
There really is no typical day for me. The job involves a lot of telephone time with clients, financial advisors, or counterparties. I review transaction documents and discuss transaction issues with the deal team. I also spend a good deal of time coordinating with my colleagues in other practices here at the firm. Often when working on a deal, we loop in other Skadden attorneys from a wide variety of practices, such as tax or antitrust, and as the M&A partner on the deal, I often have to quarterback those efforts.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Because M&A deals often involve so many disciplines, it’s also good to have a general corporate background. Taking courses or attending seminars on a range of corporate topics—such as corporations and corporate law, securities laws, corporate finance, or corporate tax—is always beneficial. If you know you’re interested in M&A, I would also recommend taking a course in M&A negotiations.
What is the most challenging aspect of your practice area?
One of the challenging aspects of M&A work is coordinating the multiple work streams required to move a deal along from conception to execution and then finally to completion. In advising the board of directors and management, there is often a challenge in trying to identify and understand multiple viewpoints and then help bring all the parties to a consensus in order to craft a solution and move the deal forward. In negotiations, it often can be challenging to understand what the other side’s goals may be, and crafting a solution that accommodates both sides, while doing what’s best for your client, is necessary in order to get the deal done.
What do you like best about your practice area?
One challenge I enjoy is finding ways to “see around the corner” when working on a deal. We strive to anticipate potential issues or contingencies before they pop up—and before they’re on anyone else’s radar—and then try to get ahead of those issues or craft solutions. It’s part of the constantly changing nature of working on a deal, and every transaction is different.
The intellectual stimulation of M&A practice is a real attraction. Working on deals across industries, you’re continually addressing different intellectual challenges and learning new things. I really thrive on digging into difficult legal issues and then finding a novel path to address a problem.
Also, even after working on many headline-making deals over the years, it’s still exciting to open The Wall Street Journal in the morning and see a deal you’re working on featured.
What are some typical career paths for lawyers in this practice area?
Attorneys in M&A have many options when it comes to choosing a career path. For me personally, I was on a path focused on excelling at Skadden, where I started, and aimed at making partner. For others, who decide to go into the business side, there is potential to go into corporate development at a client’s organization or become a member of an in-house legal department. Some M&A attorneys have gone on to work at financial institutions, either on the advisory side at investment banks or as consultants, or on the investment side at private equity firms or hedge funds. Others have leveraged their experience in the M&A world to develop and grow their own startups.
How do you deal with the fast-paced nature of your work in M&A, especially given the high stakes for your client?
Over time, doing what we do, you definitely learn the substance of the law from the multitude of transactions we tackle. But beyond that, you also learn to manage the complexity and the pace of high-stakes mergers and acquisitions. You learn not to get too stressed by the pace, and then you’ll discover that pace is part of what makes you enjoy showing up at the office every day.