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Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates logo

Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.

Graham Robinson, Partner—Transactional

Graham Robinson is head of Skadden’s Boston Mergers and Acquisitions group. He focuses his practice on mergers, acquisitions, and other transactions in the pharmaceutical, medical device, and technology industries in the U.S. and internationally. Mr. Robinson regularly represents public and private companies, as well as private equity and venture capital funds, in acquisitions and divestitures, both negotiated and contested. He has significant experience advising companies in preparing for and responding to unsolicited acquisition proposals, as well as advising companies in dealing with activist investors. Mr. Robinson has been listed in the most recent rankings of Chambers Global, Chambers USA, and The Best Lawyers in America. He is the only corporate lawyer based in New England listed in the Lawdragon 500 Leading Lawyers in America. He also was named a Financial & Corporate Star by LMG Life Sciences in 2019, as well as a 2018 Client Choice Award winner as an attorney who “stands apart for excellent client care.” Mr. Robinson is a member of the board of fellows of Harvard Medical School, an overseer of the Boston Symphony Orchestra, and a former member of the board of directors of the Massachusetts Chapter of the March of Dimes.

Describe your practice area and what it entails.

As a partner in the M&A practice at Skadden, I represent companies involved in buying or selling themselves to other companies. In some cases, the target doesn’t want to be sold to the buyer, at least not at the price offered or maybe at all—those transactions are some of the most interesting and engaging. A related part of my practice is representing companies in their dealings with activist (or “suggestivist”) investors. Most of the clients with which I work are public companies, though some are large, sophisticated private businesses.

What types of clients do you represent?

A large portion of my clients are public biotechnology and pharmaceutical companies. I also represent companies in other, often technology-related, industries. While I’m based in Boston, my practice doesn’t focus specifically on local companies—our office provides M&A advice to businesses around the world. For example, in 2019, we advised on M&A transactions for public companies based in the Boston area, as well as in London, Montreal, San Francisco, Boulder, Seattle, and Philadelphia.

What types of cases/deals do you work on?

Most of my deals involve representing the buyer or seller in the acquisition of a public company, including buyers like Gilead Sciences and Vertex Pharmaceuticals and sellers like Array BioPharma and Carbonite.

I also recently represented WeWork, a large private company, in a very complicated (and interesting!) transaction with SoftBank.

How did you choose this practice area?

When I was in law school, I would have fought you if you told me I would become a transactional lawyer. I was sure I wanted to be a litigator. As a summer associate, I was staffed on an M&A transaction by obligation, and I immediately fell in love with the work. From that point forward, I knew that I wanted to be an M&A lawyer. I’ve been lucky to find a specialty area in the law that I continue to find fun and engaging 20 years later.

What is a typical day like and/or what are some common tasks you perform?

Most of my day is divided between talking with clients and investment bankers on the telephone and meeting with my fellow team members at Skadden. Much of our work involves interacting with boards of directors. For example, if we are representing a public company considering a takeover proposal, our principal job is helping the company’s board of directors make the best possible decisions. How should we respond? Do we want to say “no”? If we are open to a sale, should we ask for more money? Should we approach other potential buyers? How do we keep employees comfortable with rumors they may hear? These are all questions that do not come up regularly for directors, so they need guidance from outside advisors who are specialized in these transactions and can help them think through the issues.

What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?

Learning as much relevant law as possible is a good starting point. Many other factors distinguish a very good M&A lawyer from their peers, but a deep knowledge of the law is, nevertheless, a prerequisite. Take high-quality M&A classes (preferably taught by a former practitioner) and corporate classes that cover the heart of the laws that are central to M&A deals (such as fiduciary duty law). Classes in securities law and tax are worthwhile as well. Other areas, like secured transactions and UCC, may be interesting but not as relevant.

What do you like best about your practice area?

I enjoy the intellectual challenges of my practice, including working to understand a board of directors’ objectives and human dynamics. This allows us to determine the best way to help them achieve their goals and make ideal decisions in the process.

What is unique about your practice area at your firm?

Part of what appeals to me about my practice is the central role that M&A lawyers play in the dealmaking process, including the tactics. In many other areas, the role of a lawyer is principally to document a transaction worked out by others. While that can still be very rewarding and interesting, I enjoy the strategic side of M&A—especially public M&A.

What are some typical tasks that a junior lawyer would perform in this practice area?

We work as a team, and junior lawyers are involved in every aspect of a matter. These aspects range from completing the many documents and workstreams necessary for executing an M&A transaction to brainstorming ways to tackle an issue or a CEO’s script for the next step of the negotiation to preparing for our segments in board meetings.

How do you see this practice area evolving in the future?

M&A practice has evolved significantly during the 20 years
that I’ve been doing it. The pace of transactions has accelerated. As lawyers and bankers have become more specialized in their roles, many routine deal aspects have become standardized, allowing dealmakers to focus quickly on the transaction’s more unique and important issues. I expect all of that to continue. But an excellent M&A lawyer’s core abilities—a strong understanding of the law, a keen tactical mind, creativity, strong analytical thinking, and good oral presentation skills and boardroom presence—will likely remain the same.

 

Published in 2020.