Photo provided by Weil Gotshal
Changing law firms twice in three years could present some serious speed bumps on a lawyer’s career path. But not if you’re Keith Flaum, one of the most sought-after deal lawyers in the technology sector. The 1989 graduate of UC Davis School of Law has built such a rock-star reputation advising on some of the largest, headline-grabbing deals in the technology sector – including eBay’s purchase and subsequent sale of Skype, Applied Materials’ acquisition of Varian Semiconductor, and Oracle’s acquisitions of Taleo, Eloqua and Acme Packet – that he has his very own M&A client-groupies.
When he left Cooley LLP in 2009 for Dewey & Leboeuf, many if not all of his clients went with him, including longtime client eBay. And when Dewey imploded in 2012, Flaum’s M&A team, co-headed by partner Richard Climan, reportedly started off a bidding war between rival firms. Weil Gotshal & Manges won and, so far, no buyer's remorse.
Flaum didn’t miss a beat. He immediately got to work creating more billion-dollar deals, including Illumina’s successful defense of Roche’s $6.2 billion hostile takeover attempt.
Lawdragon: You belong to that rare group of M&A lawyers who routinely handle multi-billion dollar deals. What makes a deal unique and challenging these days? Is it the price tag, the economy, geography, industry, regulations or people involved?
Keith Flaum: Each deal is unique and challenging in its own way. The price tag alone is certainly not unique. The uniqueness and challenges in a deal come from structuring complexities, people/cultural issues, regulatory complexities, conflict and related fiduciary duty issues, drafting complexities or a combination of the above. I handle many cross-border deals, including throughout Europe, Asia, the Middle East and elsewhere, which adds to the complexity – and fun!
LD: What do you consider the most significant or the most challenging deal you’ve ever had to negotiate in your career?
KF: I have been incredibly lucky to have had the opportunity to work with great companies and really smart people on some of their most challenging and interesting deals. It is impossible to pick the most challenging deal – simply because each has its own challenges. I’ve enjoyed them all – well, almost all.
LD: Now that most M&A deals are being routinely challenged in derivative actions, how has that affected your practice?
KF: Given the nature of my practice over the years, including my focus on handling deals involving publicly traded companies and deals involving actual or potential conflicts of interest, I’ve been dealing with lawsuits challenging the deal for quite some time. Whether I’m on the buy-side or the sell-side, it is critical to make sure that the boards of both companies are well-advised, that the disclosures relating to the deal are robust and that the companies know to expect deal litigation. I’m happy to see the Delaware courts getting tougher with strike suits.
LD: What makes a good M&A lawyer?
KF: I think that there are many factors that make an M&A lawyer a good one, including being very well-prepared, highly interested in many areas of the law, good with numbers, detail-oriented, great at drafting and incredibly responsive. As with any profession, I also think that it is critical to enjoy what you do.
LD: The recession has had a deep impact on the legal market, and it has made the lateral market for partners pretty active and fluid. And based on your own successful experience of having to switch firms twice in three years, what’s the secret to a smooth transition? How did you ensure that what’s going on in the back-end of your job doesn’t negatively impact the matters you’re handling?
KF: Yes, the recession has had, and is continuing to have, a major impact on the legal profession. There have been several keys to my successful transition. First, in both of my recent changes, I moved with an incredibly talented group of people that I have worked with for many years. Rick Climan and I have been working together for 18 years now, Jane Ross for 13 years, John Brockland for 14 years, etc..
Second, our primary focus was on ensuring a smooth transition for our clients. That meant staying focused on the clients’ needs, including by not letting the things around us distract us from the task at hand and transitioning to places that had very talented lawyers and a team-oriented culture.
LD: How would you describe your partnership track? Was it a traditional course or an unconventional one?
KF: My partnership track was very traditional – although it spanned three firms. I had great mentors at all three firms – mentors who wanted me to succeed and did everything they could, from training to transitioning client relationships, to make that happen. Mentoring and a lot of hard work were key.
LD: Did you set out to be in this practice area when you got out of law school? What was your plan after law school?
KF: Interestingly, up until the end of my second year of law school, I wanted to be a litigator. In fact, at my Bar Mitzvah, I talked about being a litigator. Things changed during my second summer when I was introduced to M&A – it was much more interesting and dynamic than I expected. After law school, I focused on a transactional practice generally – securities, M&A, general corporate – and then in, and since, 1995, I focused exclusively on M&A, joint ventures and related complex transactions.
LD: What course did you take in law school that you think helped you the most as a new lawyer?
KF: Definitely, my contracts, corporate law and securities law classes were key. Great classes with great professors.
LD: Is there a course in law school you wish you had taken and didn’t?
KF: If my law school had a “Doing Deals” class that taught the nuts and bolts of deals, I would have enjoyed that. My partner, Rick Climan, and I do a mock negotiation of an M&A deal at various law schools around the country. I think the students enjoy it and we get a kick out of it.
LD: What’s the most recent movie you’ve seen? Or book you’ve read?
KF: I’ve been reading quite a bit lately about raising children. My wife and I have been blessed with an incredible little boy, who is now 4-1/2, and we need to stay out in front of that. "Parenting with Love & Logic" is one of my favorites.