The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Keith Pagnani, Partner—General Practice
Recognized by The American Lawyer as “Dealmaker of the Week” for his role advising UnitedHealth in its subsidiary OptumRx’s $12.8 billion combination with Catamaran Corporation and “Dealmaker of the Year” for his role advising Alcon, Inc.’s independent directors committee in Alcon’s $52.9 billion acquisition by Novartis AG, Keith Pagnani is actively involved in Sullivan & Cromwell’s M&A practice and has broad experience representing buyers, sellers, special committees of independent directors, and financial advisers on a wide range of domestic and international merger and acquisition transactions.
Mr. Pagnani also is actively involved in the firm’s management and administration, including as co-head of the firm’s Healthcare and Life Sciences group and as a member of the firm’s Managing Partners Committee, Billing Policy Committee, and Diversity Committee.
Describe your practice area and what it entails.
Our Mergers & Acquisitions practice is extremely dynamic, and we work closely with our colleagues across all of the firm’s different practice areas and geographies. Lawyers from multiple disciplines and offices within S&C work with each other and with our clients (as well as with investment bankers, accountants, proxy solicitors, and other advisers) to execute some of the world’s largest and most complex and noteworthy transactions. As the co-head of S&C’s Healthcare and Life Sciences group, I also have the opportunity to work with some of the most innovative companies in the world. It has been especially exciting to have had a front row seat to the evolution of these companies as the industry continues to evolve.
What types of clients do you represent?
One of the benefits of working at S&C is advising major global corporations in some of the world’s largest, most complex, and noteworthy transactions across a range of industries. We also represent smaller companies whose transactions involve enormous strategic significance. Regardless of the representation or the company, the work we do is always professionally stimulating and rewarding.
What types of cases/deals do you work on?
As M&A lawyers, we’re given the opportunity to think strategically and interface with a variety of stakeholders. At S&C, we approach M&A transactions as we do across all of our practice areas—as “business lawyers.” Over the course of any transaction, we’re working with a company’s board and C-Suite, while at the same time, navigating multi-jurisdictional regulators and myriad judicial aspects (e.g., the Delaware Chancery Court)—not to mention the other side! Having the opportunity to work across from and alongside all of these diverse constituents makes for an incredibly challenging and rewarding career.
Over the course of my career, I’ve advised an array of companies across the industry spectrum, including most recently Harris Corporation in its $35 billion pending merger of equals with L3 Technologies, the largest ever transaction in the defense industry. I also led the team that advised Praxair in its $80 billion merger of equals with Linde, a challenging, multijurisdictional transaction that had been ongoing since 2016. Additional clients include UnitedHealth Group, Delta Air Lines, Booking Holdings (formerly The Priceline Group), and Alcon. The diverse nature of our clients and transactions helps keep me on my toes and creates a sense of excitement with each new deal.
How did you choose this practice area?
I’ve been at the firm now for about 30 years. I came out of law school in the late 1980s, just as M&A was really taking off. The headlines were attention grabbing and spoke of corporate raiders, hostile activity, and a wave of change in the business world; I knew M&A was where I wanted to be. Looking back, however, I think I may have picked M&A for all the wrong reasons but stayed for all the right reasons. M&A certainly was—and still is—newsworthy and exciting, but that’s not necessarily why you want to choose an area of expertise. What got me to stay and live in the practice was the skill set that M&A requires and the impact it has on the corporate world at large.
What is a typical day like and/or what are some common tasks you perform?
A typical day is the fact that there is no typical day. That being said, there are varying degrees of similar activities in my day to day. You might find me in a conference room negotiating a merger agreement, in a boardroom advising a client’s directors on a potential transaction, in S&C’s offices working with fellow partners and associates to structure and execute transactions, or at a conference speaking. I also travel to meet prospective and current clients to both build and maintain relationships. This variety provides for a truly exciting and fulfilling career.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
I would recommend trying to get as much hands-on experience as you can early on in your career. What drew me to S&C was the promise that I would get substantive work at a relatively junior level, and that has indeed been my experience. We staff our deals relatively leanly, so our junior associates have an abundance of terrific, real-world training as soon as they join us. We also recognize the importance of teaching junior associates and helping them to contextualize a transaction; it is the responsibility of partners and senior associates to cultivate the younger ranks in order for them to reach their full potential. With that said, our learning structure is non-hierarchical, as I’m constantly learning from the juniors on my deal teams, who have been tasked with researching and investigating a particular issue or aspect of the law. We really believe that—in order to optimize what we have—it’s important to have a lot of multi-directional knowledge sharing.
What do you like best about your practice area?
What I love about M&A is that it forces you to be a dynamic thinker and requires a diverse set of skills. As dealmakers, we’re often interacting with the upper ranks of our clients, including board members, C-Suite executives, and, of course, general counsels. Over the course of a company’s history, M&A borders on the “extraordinary”; as a lawyer, being able to work at such a high level in these transformational matters is equally extraordinary. I also really enjoy the pace of M&A. At times, it can be frenetic, but you’re able to move from one deal to the next relatively quickly; there is always something new and exciting in the pipeline. The transactions are different enough that the work does not get monotonous, but similar enough to call on your previous experiences, creating a nice balance.
What is unique about your practice area at your firm?
The M&A practice at S&C calls upon so many resources at the firm across practice areas, which is reflective of how we’ve built our transactional practice more broadly. For example, in many cases, our lawyers in our regional offices have spent significant time either in New York or interacting with lawyers in New York, and so all of us have a consistent approach to problem solving and client service. I love when a client tells me that he or she has an integrated experience while dealing with my colleagues across our offices in Europe or Asia—it’s a win from the client’s perspective and a win from the firm’s perspective, too. We recently advised on a record-breaking cross-border deal that brought together lawyers across our regional offices (New York, London, and Frankfurt) and also across practice groups (antitrust, capital markets, environmental, executive compensation, finance, intellectual property, M&A, regulatory, and tax). Our ability to work seamlessly across practice groups and offices is what sets us apart and makes us unique. It allows us to serve our clients in a highly efficient way.
What kinds of experience can summer associates gain in this practice area at your firm?
We make a real effort to give our summer associates substantive experience. I work with my summer associates just as though they were regular associates—we focus less on labeling people based on tenure and more on individuals and their willingness and ability to challenge themselves. That being said, we also want our summer associates to strike the right balance between doing meaningful work and taking advantage of the terrific social opportunities that we offer. At the end of the day, we’re looking for matches—if you’re a summer associate at S&C, we already think you’re a match for us, but you need to confirm that we’re a match for you, too.
What are some typical career paths for lawyers in this practice area?
M&A lawyers tend to be highly desirable in the marketplace, and I think the career paths for associates in this area are unlimited. As a truly business-minded lawyer, you need to be dynamic and quick on your feet in order to be successful; employers are naturally drawn to these attributes when they are looking at potential candidates. Junior M&A lawyers get to see the entire scope of their deals and get an A-to-Z look at the inner workings of strategy, negotiations, drafting, and people skills—there’s no doubt that future employers appreciate that type of well-rounded perspective. As a result, there are lots of different opportunities available to M&A lawyers. I’ve seen people go in-house to important firm clients, into investment banking, into private equity—the list goes on.