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2021 DIVERSITY DATABASE UNDERWRITER Wachtell, Lipton, Rosen & Katz

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

Ryan A. McLeod, Partner—Litigation

Ryan A. McLeod is a litigation partner at Wachtell, Lipton, Rosen & Katz. His practice focuses on representing corporations and directors in complex corporate, commercial, securities, and deal-related litigation and advising on transactional, fiduciary, and governance matters. Ryan received his B.A. in Latin and English from Ursinus College in 2004 (summa cum laude, Phi Beta Kappa) and his J.D. from the Duke University School of Law in 2007 (magna cum laude, Order of the Coif). After graduating from law school, he clerked for the Honorable William B. Chandler III, the former Chancellor of the Delaware Court of Chancery. Ryan is a lecturer in law at Columbia Law School, where he teaches a seminar on corporate litigation; a fellow of the Leadership Council on Legal Diversity; and a member of Wachtell Lipton’s Diversity Committee. He is admitted to practice in New York and Delaware.

Describe your practice area and what it entails.

My practice focuses on litigation related to corporate matters—complicated transactions, securities issues, and corporate governance. Such cases involve issues of both federal and state (usually Delaware) statutory and common law, and they generally concern the interaction between corporate entities, their investors, and their officers and directors. Because litigating these cases has required me to learn a lot of substantive corporate law, my practice also includes advisory work for clients when they are considering taking actions or engaging in transactions that might lead to litigation. As a result, I have the chance to do more than just classic litigation.

What types of clients do you represent?

I have been lucky to work for a diverse, eclectic, and talented group of individuals and businesses. Our clients come from just about every industry sector there is and at every stage of the corporate life cycle. In the past few years, for example, I have represented Chemours in litigation concerning is spinoff, AOL in an appraisal proceeding, the directors of Facebook in a suit challenging a proposed revision of the company’s governance structure, Harman International Industries in multi-forum stockholder and securities litigation challenging its merger with Samsung, Lionsgate in litigation related to its acquisition of Starz, and the board of Sotheby’s in connection with litigation challenging its use of a poison pill against an activist stockholder during a proxy fight.

What types of cases/deals do you work on?

My caseload is pretty varied. The bulk of my work is made up of stockholder litigation alleging breaches of fiduciary duty by corporate boards, traditional securities matters (such as defending Section 11 suits brought against underwriters and Section 14(a) claims against companies issuing proxy statements in support of proposed mergers), takeover battles between hostile acquirers and target companies, and busted deal litigation between jilted merger partners. These cases are often litigated on extremely expedited schedules that call for rapid document productions, compressed deposition schedules, and swift briefing and argument. It makes for an intense practice, but it also means my cases do not tend to drag on and on for years.

How did you choose this practice area?

I am an unabashed corporate law and equity jurisprudence geek. Several years ago, then-Chancellor Strine of the Delaware Court of Chancery wrote about how a particular legal issue was only fit for discussion among a Red-Bull-fueled group of nerdy corporate law junkies; if you replace Red Bull with Diet Pepsi, I would be in that group. Late last year, Vice Chancellor Glasscock included a footnote in an opinion asserting that “equity enthusiasts” exist, and I’m living proof. I have been interested in this sort of law since I was a 2L at Duke, I got the best break in the world by securing a clerkship with Chancellor Chandler in Delaware, and I found a home of like-minded lawyers at Wachtell Lipton.

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

My days and weeks are seldom predictable, and they largely depend on the matters I am handling and the stage of litigation of those matters. Some weeks, I spend the bulk of my time holed up in my office with cases and treatises scattered about while I type away at a brief; others, I spend flying around the country meeting with witnesses to prepare them for and then defend them in depositions.

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

As with any form of litigation, writing skills are key. That goes well beyond wordsmithing. The foundation of good writing is good structure; knowing how to put together a sound and logical argument, organized in a simple and clear way, makes for a great writer. It also makes for a great litigator because building your case requires the same sort of thinking. As to the specifics of my practice, I would recommend to anyone interested to take all the corporate law courses available, to keep current on recent developments by reading blogs on corporate governance, and to try to take a basic corporate finance class to understand some of the fundamentals behind the transactions that generate all this litigation.

What is the most challenging aspect of practicing in this area?

The most challenging part of my practice is how intense it is. Litigating high-stakes matters on expedited schedules can be stressful and taxing. It requires putting in very long days, mastering an incredible volume of evidence in uncomfortably little time, and staying ever vigilant in thinking strategically. These cases are won in inches, and, thus, small details and tiny tweaks in one’s theory can make all the difference in the end.

What do you like best about your practice area?

The best thing about my practice is the opportunity it affords for creative, tactical thinking. Litigation concerning matters of corporate control and governance is dynamic—the cases are “live” as we are litigating them, and the facts can change during the course of a matter. This means a good litigator in my practice has more weapons in her arsenal than in most other types of litigation. She can, and should, seek to mold the record as the case progresses to optimize the outcome for her client. In more traditional forms of commercial litigation, by contrast, cases generally involve facts that happened long ago—an immutable, cold record—and all the litigators can do is try to marshal them in a persuasive fashion. Here, though, we can modify the structure of a deal or create and implement a different defense and, consequently, make new, more-favorable law.

What misconceptions exist about your practice area?

I think many people believe that securities litigation is limited to 10b-5 fraud suits involving routine matters subject to the same sorts of motion practice over and over again. Not so. If there is one thing about my practice that is predictable, it is how unpredictable it is. Nothing about what I do can fairly be said to be routine. The M&A markets are constantly evolving, and M&A-related litigation consequently evolves along with them.

What is unique about your practice area at your firm?

The litigation practice at Wachtell Lipton is unique, I think, because there is so much crossover with our corporate practice. Not a day goes by that I fail to talk with my corporate partners about the transactions they are doing and the cases I am litigating. They come to me to get my perspective on how courts would consider transactions that have not yet happened, and I go to them to benefit from their expertise in understanding how past transactions have worked and the reasons they were structured the way they were. It is a symbiotic relationship that makes all of us better lawyers.