The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Stephen Salley, Partner—Financial Services Group
Recently recognized by Law360 as a “Rising Star” in Banking and by M&A Advisor as one of its “Emerging Leaders,” Stephen Salley is a partner in Sullivan & Cromwell’s Financial Services group, where his practice focuses on mergers and acquisitions; corporate governance; and bank regulatory, supervisory, and enforcement matters involving companies operating in the financial services industry. Clients include U.S. and non-U.S. banks, fintechs, asset managers, broker-dealers, insurance companies, private equity funds, and trade associations, among others.
Stephen’s pro bono work has included representation of a microfinance nonprofit and a young musician “incubator” on various corporate matters.
Describe your practice area and what it entails.
I am a member of our Financial Services group, which ad-
vises financial services clients in the U.S. and from around the world on a full range of transactional, advisory, and enforcement matters. Consistent with the firm’s generalist model, we take a broad approach to our practice, defined by client industry rather than practice type. As a result of that, my work encompasses M&A, strategic investments, regulatory matters, corporate governance, investigations and enforcement, and other areas—our goal is to be a total advisor to our clients, and that means my work is varied and driven by their needs and the most important issues they are facing at any given time.
What types of clients do you represent?
To name a few, American Express, Barclays, Bank of Nova Scotia, HSBC, and Wells Fargo. These are more of the “household” names, but my practice is broader and really runs the gamut. In addition to more established institutions, we also represent fintech companies, private equity investors, trade associations, payments companies, and many others—in fact, just last year, I represented a real estate investment trust. We don’t silo ourselves into doing one thing. The breadth and diversity of the practice, both subject matter and clients, keeps it interesting and keeps us at the forefront of industry developments.
What types of cases/deals do you work on?
As already mentioned, the scope of my matters is broad—M&A, advisory, and enforcement. The most recent deal I completed was representing The Bank of Nova Scotia—one of the largest banks in Canada—in the sale of its Puerto Rico and U.S. Virgin Islands operations.
How did you choose this practice area?
I came out of law school with a very strong interest in transactional work, but I didn’t quite know enough to understand what that really meant. Our Senior Chairman, Rodge Cohen, was my partner advisor when I was a summer associate, so I was quickly immersed in the practice. My experience working with him and with other lawyers in our Financial Services group introduced me to a substantive practice and industry-focused approach that I didn’t even know existed when I was a law student and that is unique to S&C. The ability to practice in multiple different substantive areas and to develop long-term relationships with clients appealed to my desire for a dynamic practice that would allow me to grow quickly as a lawyer. I also genuinely enjoy working with my colleagues and the longstanding client relationships I’ve formed. For instance, I have been working with American Express since I was a first-year associate, and I’ve now known and worked with many people there for more than a decade.
What is a typical day like and/or what are some common tasks you perform?
The truth is that there is no typical day! Days are driven by the projects I’m working on and client needs. So, some days could be spent almost entirely in meetings or on calls with the client or opposing counsel negotiating an M&A transaction. Other days could be spent developing potential transaction structures to achieve an objective within the complex U.S. regulatory framework. But to try to hone in on “typical,” on most days, some amount of time is spent communicating with clients (by phone, in person, via email, or some combination) or meeting with and working with my internal teams.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Taking a course in financial regulation or administrative law could be helpful, given an important aspect of our practice is the U.S. regulatory framework and because those courses should introduce students to the basic vocabulary and background. That being said, there is no substitute for the kinds of hands-on training that associates get here—even starting as summer and first-year associates. For that reason, I would encourage students to take classes that challenge them to think creatively and outside the box, which is ultimately what keeps clients coming to us.
What do you like best about your practice area?
I really enjoy being an overall advisor to our clients with the ability to be a “go-to” for virtually any issue that they face. The breadth of my practice makes every day unique and challenging, and we are very engaged with our clients in the matters that are most meaningful to them at any particular time.
What is unique about your practice area at your firm?
Some law firms have a strong M&A practice and others may have a strong regulatory practice. What sets S&C apart is that we offer a single financial services practice that provides top-level transactional, regulatory, and enforcement advice. This is really unique to S&C, and we believe it allows us to provide tremendous value to our clients and provides incredible training to our associates. For example, in a recent M&A transaction, a team consisting of me and two corporate associates covered the same ground as our counterparts at another major firm that brought in four different teams of lawyers covering four different practice areas.
What are some typical tasks that a junior lawyer would perform in this practice area?
Like all S&C lawyers, a junior associate in our Financial Services group has a broad practice. It’s not uncommon for our junior associates to be the only associate on a matter—particularly if it’s a smaller transaction—which means they may be negotiating and leading the deal on the associate side, developing a memo on a particular legal question, or working on developing a transaction structure. And while our junior lawyers have plenty of opportunities to build their research and writing skills, it’s not uncommon for junior associates to run transactions directly with me—I’m working on a public company M&A transaction right now where the “senior” associate is a third-year associate. Our lean staffing model offers associates a very high level of responsibility early on, and there are many opportunities to engage directly with partners and clients.
How do you see this practice area evolving in the future?
The financial services area is constantly evolving, particularly in the payments and fintech space, including as established institutions adapt in response to market, technology, and competitive changes. In the last few years, there has been a steady level of investment by established institutions in startups, with most major banks having a venture arm. It can also go the other way. We now are advising some of the more mature fintechs that began operating intentionally outside the regulated bank space in their evaluation of either chartering or acquiring a bank. Given the nature of our practice and the generalist training that allows us to adapt more nimbly to changes in the market, we are well positioned to advise our clients on all of these issues, as well as on new issues that may arise as technology, the market, and the law continue to develop. All of this means that this is an exciting and interesting time to be a financial services lawyer at S&C.