Photo by Jennifer Pottheiser.
If anyone needs advice on how to be a successful corporate lawyer and still find time to watch “Mad Men” and read thick biographies of historical figures, Charles “Casey” Cogut, Simpson Thacher’s most senior M&A partner, may have the answer. Considered one of the nation’s most prominent and prolific corporate lawyers, Cogut has been doing deals since 1973 and he hasn’t slowed down a bit.
Last year, Cogut took part in several major deals, including multibillion-dollar back-to-back deals including Microsoft’s $8.5-billion acquisition of Skype and Sealed Air’s $2.9 billion buyout of Diversey Holdings. Both transactions commenced around spring of 2011, while Cogut was advising on a very complicated split-off of The Mosaic Company from Cargill, a transaction that, according to Cogut, had been in the works for three years.
More recently, Cogut was part of the legal team that advised Eaton Corp. in its $11.8 billion acquisition of Cooper Industries, one of the largest M&A transactions announced so far in 2012.
But in between deals, Cogut, 65, still manages to squeeze in vacation time, golf and tennis games, and passionately follow his favorite sports teams.
“The ‘heavy lifting’ on all of these transactions was handled by various younger M&A partners, specifically Alan Klein, Patrick Naughton, Eric Swedenburg, Mario Ponce and associates at Simpson Thacher who were working with me on these deals,” Cogut, who was voted one of the top New York partners to work for by Above The Law readers, modestly explains. “It is easier to be involved in multiple transactions when you have the type of talent pool we have at STB.”
Lawdragon: You’ve been practicing in the M&A area since 1973. Has there been a significant change in the practice from when you were a young associate at the firm to now being one of its most senior partners?
Charles Cogut: When I started practicing in 1973, the M&A specialty practice didn’t exist. Corporate lawyers generally worked on client teams, doing whatever corporate work was required for a company – credit agreements, securities offerings, M&A. We also did credit agreements for banking clients and underwritings for investment banks.
'As the M&A specialty started to develop at investment banks and other law firms in the late '70s and '80s, a few of us at STB started to specialize in M&A. However, we didn’t formally establish our separate M&A practice group until the mid-'90s. Today it is one of the firm’s most important practice areas with a global reach and approximately 55 partners specializing in M&A throughout our 10 offices.
LD: You have represented some of the firm’s largest and oldest institutional clients for years now. What’s the secret to maintaining long-term client relationships at the corporate level, when oftentimes there’s a revolving door in terms of in-house executives?
CC: I’ve been very fortunate to have a great relationship with KKR for almost 30 years. Henry Kravis and George Roberts have been sensational clients and great friends and supporters over that period. I can’t imagine a better client to be working with over the course of a career. Along with STB’s Chairman, Dick Beattie, we’ve built a superior team of lawyers to service KKR as it has grown from a small firm to a global enterprise with hundreds of employees in numerous lines of business.
In general, private equity firms have less of a “revolving door” than banks and many corporations. In addition to KKR, my relationships with other PE firms are usually with the founders whose names are on the door, so it is less likely that they will leave and it is easier to maintain a relationship.
Wyeth (previously American Home Products) was a very important client relationship of mine from 1994 until its acquisition by Pfizer in 2009. I was fortunate to have great relationships with three successive CEOs and CFOs, in addition to two GCs.
Like any relationship, in order to maintain a long-term relationship with a client you have to work at it.
LD: Last year was a really busy year for you. How is 2012 shaping up so far deal-wise? How has the economic slowdown affected your practice?
CC: The first quarter of 2012 was quite slow, though we have seen a pretty good pick-up in potential strategic transactions starting in April. However, new private equity deals continue to remain at a much reduced rate from 2011. Given the global economic turmoil, I don’t believe that we will see a return to a really robust M&A environment in the near future.
LD: Which industry do you think will be the most active in the coming year?
CC: I think that the Energy, Healthcare and Tech sectors will continue to lead the market in 2012.
LD: You spent three years in the firm’s London office back in the early 1990s. What was the biggest adjustment for you then and how did the experience enhance your practice? Would you recommend the same move to a fellow partner?
CC: My three-and-a-half years in London was a wonderful experience, and clearly one of the highlights of my career. When I arrived in London in the summer of 1990 we had two STB partners in the office, supported by four associates, all practicing only U.S. law. Today we have 13 partners and approximately 55 associates practicing U.S. and U.K. law. Adjusting to the small group of lawyers, and not having a regular deal flow was somewhat of a challenge, especially after the heightened activity of the late 1980s. Over the next few years, I had a great time helping to build our London-based European practice and developing relationships with many foreign lawyers on behalf of the firm. My time in London enhanced my future practice through the development of a more global view, and the establishment of wonderful friendships with many European lawyers whom I have had the pleasure of working with over the years.
I had been a partner for 10 years when I went to London, and there is a risk for a partner rotating to a foreign office at that stage of his or her career in terms of what their practice opportunities will be when they return. I was very fortunate in that a U.S. M&A wave started in 1994 when I returned and I had no difficulty in re-engaging. I think that a foreign posting can be a wonderful experience for a lawyer, but I would recommend it for M&A partners earlier in their careers.
LD: What do you consider the most interesting deal you’ve ever handled in your career? Do you have a favorite?
CC: KKR’s acquisition of RJR in 1989 was probably the most important transaction in my career because of all of the attention it received. However, I think that the deal that is my favorite and was also the most important to my development as a transactional lawyer was KKR’s $6-billion acquisition of Beatrice Companies in 1986, and the divestitures and spin-offs from Beatrice that followed over the next few years.
In 1984, KKR had a deal to acquire Esmark Inc., which was “jumped” by Beatrice. After acquiring Esmark, Beatrice was in disarray, with its stock price languishing, and in November 1985 KKR proceeded with one of the few unsolicited LBOs in history. It was also the largest LBO up until that time, and in many ways more difficult to finance than the RJR deal two years later that was five times its size.
KKR brought in Don Kelly and his management team to run Beatrice. Don had been the CEO of Esmark and had left after Beatrice ruined his LBO with KKR, so it was sweet revenge. Beatrice was a conglomeration of many different businesses and KKR and Kelly devised a very successful strategy of dismantling these operations, in what turned out to be a very successful deal. Working with the KKR team and Don Kelly and his team in addition to many other STB lawyers on these transactions was a great experience and probably the most interesting set of deals I ever handled.
LD: Forty years is a long time to spend on one career. Did you ever have a desire to do anything else other than being a lawyer?
CC: I have been very fortunate to have had an extraordinarily fulfilling career for close to 40 years, so I really haven’t thought about doing anything else. I’m not sure if this would have been the case had I not gravitated to the M&A practice area, or not had the opportunity to practice at such a great firm as Simpson Thacher. I continue to enjoy advising clients and working with my younger colleagues at STB.
In addition, this Fall I will utilize my legal skills to teach for the first time. The course I’ll be teaching at Penn Law School, my alma mater, is entitled “Transactional Lawyering: Practical Skills in Getting Deals Done”.
LD: What are your interests outside of law?
CC: I am an active member of the Board of Overseers at Penn Law School and Co-Chair of Penn’s Institute of Law and Economics. In addition, I have recently joined the Board of Trustees of Cold Spring Harbor Laboratories, an outstanding research institution. On the recreational side, I am an avid but not very good golfer. I also like to play tennis and bike. I am a committed New York sports fan, with the Yankees, Knicks, Rangers and Giants being my teams of choice. I prize my single malt scotch collection, which was started during my time in STB’s London office. I like to read biographies and go to modern art exhibits. I am fond of most Marx Brothers, Woody Allen and Mel Brooks movies, in addition to Mad Men and Curb Your Enthusiasm on TV.