Sullivan & Cromwell

Sullivan & Cromwell Lead Lawyers Feature in Bloomberg’s ‘Leading Questions’ on Law Firm Strategies

The Vice chairs talk about strategies for law firms to retain clients and more

Vice chairs Bob Giuffra and Scott Miller were featured in the latest edition of Bloomberg‘s “Leading Questions,” discussing their work, strategies to attract and retain clients, and how the Firm is handling uncertainties stemming from the COVID-19 pandemic.
 
“There are activities that have been delayed, plans that have changed,” Scott told Bloomberg. “But for the most part, it largely has been business as usual for our firm.” Scott noted that S&C just went through “maybe the most successful recruiting season we’ve ever had,” largely accomplished virtually.
 
Bob pointed out that the firm has weathered previous crises, including 9/11 and Hurricane Sandy. “Each one of these crises has positioned us better,” he said. “We were able to put in place processes that have allowed us to work remotely in a way that 10 years ago would have been impossible.”
 
Bob and Scott also spoke about the Firm’s commitment to diversity, their advice for young lawyers, and the challenges that keep them up at night.

The Full Interview –

Robert Giuffra, a Sullivan & Cromwell vice chair and a partner in its litigation practice, says Volkswagen AG diesel emissions class actions and government investigations show the importance of coordination.

“When you have a problem the scope of Volkswagen, you end up with regulators all around the world,” Giuffra says. “The key is to keep the pieces on the multi-dimensional chess board moving in the right direction.”

Giuffra, who was lead counsel for Volkswagen, became vice chair in January, along with Scott Miller, an M&A and capital markets partner. Miller has been the principal outside counsel for Fiat Chrysler Automobiles for nearly two decades.

The duo says that the firm was prepared for the pandemic because it had weathered both 9/11 and Superstorm Sandy from its lower Manhattan office location. “We just went through maybe the most successful recruiting season we’ve ever had, and that was really done all virtually,” Miller says.

Last year, the firm handled the transaction with special acquisition company Diamond Eagle Acquisition Corp. to bring DraftKings Inc. public. Miller says the transaction “broke the dam on the popularity and efficacy of SPACs to take companies public under difficult circumstances.“

Bloomberg Law spoke to Giuffra and Miller about leading during difficult times, how the firm’s culture of collaboration is the key to its success, and how new associates shouldn’t specialize too soon.

This conversation has been edited for clarity and length.

Bloomberg Law: You obtained a ruling for Volkswagen that clarifies the Department of Justice’s authority to settle civil securities claims on behalf of all U.S. government agencies. What effects will this have going forward?

Robert Giuffra: In future cases, where they will have these multi governmental agency investigations, there will be a bit more coordination. Volkswagen—the EPA was involved, Homeland Security was involved, the Justice Department was involved, the SEC came later to the party, and we had 50 state attorney generals.

When you have a problem the scope of Volkswagen, you end up with regulators all around the world. The key is to keep the pieces on the multi-dimensional chess board moving in the right direction.

BL: Special purpose acquisition company transactions have become more frequent, and you have handled some of these. What legal challenges do SPAC transactions present?

Scott Miller: We’ve done a lot of SPAC transactions over the last six months. We worked on the DraftKings transaction. That broke the dam on the popularity and efficacy of SPACs to take companies public under difficult circumstances.

There are specific transactional challenges. It’s a very difficult dynamic, because you are looking at someone who, as a practical matter, has a pile of cash, and access to capital that really is cash, and has investors who are willing to follow them into investments. How to assess that, and how to assess the value that the sponsor of the SPAC is bringing to the table, is very difficult for targets to do.

Targets have to determine how much of that value they are entitled to capture, and how much of the value the sponsor is entitled to retain. So there is a real negotiation over what sponsors should keep and what they should be putting at risk.

BL: Will we see more litigation from shareholders who didn’t realize what they were getting into with a SPAC?

Miller: What we can do as lawyers, obviously, is to ensure that the disclosures are proper—that the qualifications on the transaction are properly documented and have been completed. Once that’s done, I’m not sure we have much to add in terms of policing the trading, or if people are making mistakes in what they are purchasing.

Giuffra: I don’t see many lawsuits in rising securities markets. It’s only when they fall do you see the lawsuits. For the last three or four years, we’ve seen rising securities markets. The interesting question will be when there will inevitably be a falling securities market.

But Scott made an important point. The focus should be on disclosure. The better the disclosure, the harder it is to bring a lawsuit.
Sullivan & Cromwell Lead Lawyers Feature in Bloomberg's 'Leading Questions' on Law Firm Strategies 1Robert Giuffra, left, and Scott MillerPhoto courtesy of Sullivan & Cromwell

BL: What strategies are you using to attract and retain clients? What’s the biggest challenge?

Miller: The remote working is clearly a challenge in terms of client development and retention. Every law firm faces that. Still, the best way to attract and retain clients is doing really good work for them and other clients.

Lately, there’s been an explosion in some of the work we do on the capital markets side. How we differentiate ourselves is the way we approach matters—our consultation approach, and the way we bring to bear all of the resources of the firm. It’s easier to do and present that in this environment. It’s a lot easier to get four or five people on a Zoom to offer different views or perspectives than it would be if you were in a client office.

Giuffra: The thing that’s been really surprising to me this past year is how we’ve been able to retain our culture of excellence with folks being spread out all over the world. I didn’t know what Zoom was until March of last year. The ability to see someone when you talk to them is more effective than the old conference calls.

We’re not able to visit clients, and clients aren’t able to visit us, face-to-face, like we used to do. Once the pandemic is over and things return to normal, we will feel the need to go out and press the flesh, so to speak.

BL: You both serve as firm vice chairs. How are you handling the economic uncertainty related to the pandemic? Are you delaying activities, or changing earlier plans?

Miller: There are activities that have been delayed, plans that have changed. But for the most part, it largely has been business as usual for our firm.

We just went through maybe the most successful recruiting season we’ve ever had, and that was really done all virtually. We did virtual on-campus interviews, we did Zoom call-back interviews. All of that was done in a virtual environment.

Giuffra: Our offices are at the bottom of Manhattan. The firm worked through 9/11 when we couldn’t come into the office for two weeks. We had Superstorm Sandy, which knocked us out for a while when our basement was flooded. We’ve been through the global financial crisis. Each one of these crises have positioned us better. We were able to put in place processes that have allowed us to work remotely in a way that 10 years ago would have been impossible.

The key is a lot of communication. We’ve done a lot more training internally. I played a judge in a moot court for two young associates that we wanted to give the opportunity to do a Zoom oral argument. Other people have done them as well. We try to do as much face-to-face training as we possibly can, as we are very focused on training our young associates from the moment they walk into the office.

BL: Does the firm have specific diversity targets, is the firm meeting those targets, and what does it still need to do to improve diversity?

Giuffra: We are very focused on diversity efforts. It’s both the right thing to do and it’s good for business, and it’s very important if you appear in court to try a case that you have a diverse team. Juries are diverse, the judges are diverse.

The thing we are most focused on now is trying to identify the most qualified and diverse candidates at the intake stage, when they are in law school, and then making sure that we’re mentoring them as best as we can with the most senior resources at the firm so they can become the best lawyers they can possibly be.

Miller: We are in the trenches with clients as well, and they have perspectives, and backgrounds, and viewpoints they want to see represented in their counsel. And it makes our workplace a more enjoyable place as well. But it is something we all need to work on. Law firms have fallen short over the years, and we are dedicated to rectifying that.

BL: I’m a new associate, fresh out of law school, what should I do to stand out and advance my career in the best way possible?

Giuffra: Don’t specialize too soon. The law changes very quickly. After the financial crisis, I remember speaking to someone who was in-house at a bank. This person had started doing residential mortgage-backed securitizations as a first-year lawyer at a law firm, and then did it at another firm, and then another firm, and then they did it in-house. So basically, they had 12 years of doing RMBS securitization work, and they became very good at it. But that work went away.

BL: What legal question keeps you up at night?

Miller: It’s not so much the law or a particular legal issue that keeps you up at night, because a lot of times you can’t control that. What you can control is how you communicate to the client. A lot of what I do is to try to convince a court, or a regulator, or a government authority, on a position that might be very nuanced. That is the kind of thing that keeps us up at night—whether we did enough communicating advice to a client, or arguing a matter in a way that’s going to resonate with a decision maker.

Source: Sullivan & Cromwell, Bloomberg Law

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