Nancy Lieberman | Retired Partner from Skadden
Being Unstoppable | JD at Age 22 | M&A in the 80s | Skadden’s Youngest Partner | Taking Charge | Carl Icahn | Negotiating Tips | Kansas City Utility Deals | The Ski Accident | Dad’s Inspiration | New Yorkers to Cure Paralysis
I interviewed Nancy Lieberman | Retired Partner at Skadden Arps Slate Meagher & Flom on Wednesday, April 21st, 2021.
We began the episode with Nancy finishing both her undergrad and law school early, how she picked Skadden, and what it looked like working there in the 80s as M&A law was forming. She described the culture at Skadden and how she was able to do so well. She shared advice for young associates who want to become partners. She described a deal she worked on and how Ivan Boesky affected it. Then, she shared three tips for negotiating deals. She shared a memory of working a deal for Carl Icahn and two decades of utility deals in Kansas City. She shared about her life-altering Christmas ski trip and how her dad’s advice continued to speak to her. We talked about her mentorship of young attorneys and how her legal experience supported her passion for New Yorkers to Cure Paralysis. We wrapped up discussing her parent’s yin and yang approach to raising her.
Here are some highlights of my interview with Nancy Lieberman:
After law school, you have a lot of book knowledge, but you don’t have much practical experience. You’re only going to get that by working hard.
M&A at Skadden during the 80s was like electricity pulsing down the hallways. We were one of the few go-to firms doing M&A and making the law as we went along.
To me, M&A was a positive way of practicing law, and I had no interest in being a litigator.
As I have told lots of people, the most important thing in life is that whatever job you do, it should come easy to you. If it comes easy, then you’re going to be able to jump into it and put one building block on top of the other.
Nobody cared in those days, whether you were a man or woman. All they wanted was for you to be a really great lawyer and if you produced good work.
When you’re a senior associate, you have to demonstrate to the partners in these other departments that you can function as the person in charge, and you have to inspire confidence.
When negotiating a deal, it’s not a sin to give in and come up with a compromise. Being reasonable is not a sin. It’s a virtue.
I went back to practicing law, and I actually had my best days after my accident. I was busier than I ever was. It didn’t stop me.
Every knock is a challenge, but it keeps your mind sharp as you figure out workarounds to solve the problem facing you, which is basically what a lawyer has to do.
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Greetings, friends. This is Chris Batz, your host of The Law Firm Leadership Podcast. In today’s episode, I spoke with one of Wall Street’s top dealmakers and Skadden’s youngest partner ever. We discussed her career on Wall Street, her book, The Savvy Lawyers Playbook, how Christmas 2007 changed her life forever, and so much more.
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You’re listening to Episode 56 of The Law Firm Leadership Podcast.
Chris: Welcome to The Law Firm Leadership Podcast. I’m your host, Chris Batz, with The Lion Group.
Today, I have the pleasure of speaking with Nancy Lieberman, a recently retired M&A partner at Skadden Arps. Nancy had a 39-year career at Skadden and was known as one of Wall Street’s top dealmakers at age 30. Nancy became Skadden’s youngest partner ever. Shortly after, she was named one of the 50 Most Influential Women Lawyers in America in 2013. She was named a Dealmaker of the Year by The American Lawyer. She’s an adjunct lecturer at Columbia Law School teaching on mergers and acquisitions. She is also a co-founder of New Yorkers to Cure Paralysis, and very passionate about finding a cure and fundraising for the cause. She’s the author of The Savvy Lawyers Playbook. She received her law degree from the University of Chicago and her LLM from NYU law.
Welcome, Nancy, to The Law Firm Leadership Podcast. It’s great to have you on the show.
Nancy: Thank you very much for having me, Chris.
Finished School Early
Chris: Nancy, your story is just extraordinary and so fun to dive into. Tell me about what was behind you graduating early from both undergrad and law school?
Nancy: I was bored being a kid, and I wanted to be a grown-up. I knew I wanted to go to law school, and I had the opportunity to go to the University of Chicago, my first choice, after my junior year in college. Because I previously skipped a couple of grades, I was able to get my JD degree at the age of 22.
Chris: You then landed at Skadden. Were they your first choice as well?
Nancy: Absolutely. They were my first choice after interviewing with many law firms during my second year of law school, which is pretty typical when you get summer associate jobs.
The Savvy Lawyers Playbook
Chris: Today, we get to announce that you are publishing The Savvy Lawyers Playbook, which is an amazing compilation of wisdom you’ve gained and wish you had when you started law. Could you share about jumping into your legal career and some wisdom for new lawyers?
Nancy: It’s most important for you to understand what you know, and what you don’t know after law school. You have a lot of book knowledge, but you don’t have much practical experience. You’re only going to get that by working hard. Sometimes staying up all night and just figuring a lot out on your own, which is basically how I did it. There’s no easy way. You always have to remember you don’t really know so much when you get out of law school, as a lot of it just comes through experience.
Making M&A Law in the 80s
Chris: What was it like working for Skadden back in the 80s?
Nancy: It was like electricity was pulsing down the hallways. These were the days before the internet. We had developed a niche practice in mergers and acquisitions. Our IP or intellectual property really was private, and it was our own. We were one of the few go-to firms doing M&A and making the law as we went along. Much of the law is based on Delaware court decisions. We were at the forefront of litigating those cases which created the structure of modern M&A. So, it was exciting. You were doing the deals that were on the front page squibs in The Wall Street Journal. One time I had three deals mentioned on the front page of The Wall Street Journal, and that was pretty exciting.
Chris: Was it your intent to be an M&A lawyer or were you debating between that and litigation?
Nancy: After one or two weeks in law school, I decided that I absolutely didn’t want to be a litigator. It was mean, and it was nasty. You were suing people or threatening that, whereas M&A or corporate law just seemed like you were creating something. It was ultimately a positive experience if you put a deal together, and the company did well. To me, it was a positive way of practicing law, and so, I had no interest in being a litigator.
Chris: Did M&A come naturally for you or did you have people who took you under their wing?
Nancy: It came naturally to me. As I have told lots of people, the most important thing in life is that whatever job you do, it should come easy to you. If it comes easy, then you’re going to be able to jump into it and put one building block on top of the other. If something is a chore, and you’re miserable, don’t do it. Your work product will suffer because you don’t like what you’re doing. I was so lucky and I didn’t realize it when I started law school at the age of 19. Corporate law and M&A were what I was interested in, and I fell into it. It just sang to me, and here I am 40 years later.
Skadden’s Youngest Partner Ever
Chris: Can you share with us the story of becoming a partner so young?
Nancy: First of all, again, I had skipped a few years of school by the time I got out of law school. After law school, because I was so young, I decided to be a law clerk for a federal Court of Appeals judge in the Fifth Circuit. Then, I got another advanced degree in tax law. I went to my firm, and they decided to give me credit for those first two years as a law clerk. While I was really a first-year associate, I was treated like a third-year associate, which scared the daylights out of me. In those days, it was expected that after seven or eight years, if you weren’t made a partner, you had to leave. I knew I was going to love working at Skadden. I was afraid about learning and getting all the experience I needed in only five and a half years when everyone else got seven and a half years. Somehow, I managed to do it. It was partly luck because, as I said earlier, I loved what I did immediately.
Unique Environment as a Female Attorney
Chris: Did it feel challenging for you to be such an up-and-coming female lawyer in a male dominant environment?
Nancy: I never thought of myself at a disadvantage because I was fortunate to grow up in a family where my father just said, “Go for it, go to the best school you can go to, and we’re behind you.” I never thought to myself, “Poor me. I’m a woman and I’m trying to make it in a man’s world.” I knew I wanted this and decided to go after it. I never had any of that mental baggage that a lot of people would share. The other good thing is that I went to a firm where our modern founding partner, Joe Flom, was a great egalitarian, fair-minded person. Nobody cared in those days, whether you were a man or woman. All they wanted was for you to be a really great lawyer and instead of having roadblocks thrown in my way, they figured out that I liked what I was doing and I was producing good work so they encouraged me. It was a very unique environment, and I was so fortunate.
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Chris: Nancy, in your book, you talk about this notion of Field General advice. Would you share that with my listeners?
Nancy: That’s a really important thing. The way that you become a partner in a law firm is you take on responsibility, and you run with it. A lot of people are very good at drafting a contract or even negotiating certain business points. What they don’t do is manage all the different aspects of litigation or, in my case, a merger deal. And in my case, it would be getting the tax lawyers, figuring out you need an environmental law specialist, or knowing there are antitrust issues. You’ve got to put together what I would call a symphony orchestra of specialists to handle a big M&A transaction. When you’re a senior associate, you have to demonstrate to the partners in these other departments that you can function as the person in charge, and you have to inspire confidence. That’s what I mean by Field General. Not only do you have to draft a contract or negotiate major issues, but you have to keep all the balls bouncing in the air so that the orchestra puts out beautiful music and gets the merger deals signed very quickly (particularly if it’s a public company deal). Because there may be a big concern about the stock price running up, there being leaks, too much volume trading creating all sorts of issues, and disclosure obligations that you want to avoid. It could also cause harm with your employees if they know that the company is being acquired or is acquiring something. You want to keep everything moving very quickly without dropping any of the balls. If you demonstrate that on top of the nuts and bolts of lawyering, it really goes a long way in helping your career.
The Call about Ivan Boesky
Chris: Nancy, you have been drawn into several big battles in your life as an M&A lawyer, and you’ve dealt with some very strong name brand hostile takeover artists.
Nancy: That was in the 80s. Now, they’re called activists. It’s the same thing as it was 30-40 years ago, but the nomenclature has changed. Now, it’s wearing a different colored jacket, but it’s basically similar.
Chris: Any war stories you care to share from that time in your career?
Nancy: One thing I will never forget, I was working with the Skadden team as a senior associate when Carl Icahn was interested in acquiring United States Steel. In those days, its name was USX, but it’s essentially United States Steel. We were negotiating with him for months on end. Then, all of a sudden, a phone call came into a conference room at our firm. His bankers were from the now defunct firm, Drexel Burnham, and apparently, they had gotten word that Ivan Boesky was arrested and there was an insider trading issue. They all just got up and left. For a little while, that was the end of that takeover attempt or transaction. When you have experiences like that, it leaves such a strong impression on you. It’s amazing how you never know where something’s gonna come up and create a big problem. That was certainly memorable.
3 Negotiating Tips
Chris: What are some of those anecdotal takeaways for negotiations that you can share from your book?
Nancy: Number one, when negotiating a deal it’s not a sin to give in and come up with a compromise. A lot of people feel that you’ve got to win everything, and if you give anything, you’re going to be viewed as weak. My analogy would be what’s going on now in Congress where there are extremes on either side, and people don’t quite get to the middle. Being reasonable is not a sin. It’s a virtue.
The other thing I would say is that you need to know what your non-negotiable points are and what the other party’s non-negotiable issues are. You need to make up a list, and people don’t really focus on that. They treat every issue equally and that’s ridiculous. You have got to find out what the other party really must-have. The beauty of doing that is you realize that there are things you really don’t care about that they must have. And you’re willing to give them what they want to get something that you really want for your client. If people took a step back and realized that they’d be a lot better off.
The other thing I would say is, the dumbest thing I’ve ever seen people do is making an empty threat. If you’re in a negotiation or even litigation, and you say to the other party, that you’re out of there and aren’t doing the deal, you’ll have no credibility when a few days later you’ve overplayed your hand, and you have to go back into negotiation. You really have to be judicious and very careful when making a threat. And before you do that, you’ve got to clear it with your client. I’ve seen people make those ridiculous threats when I know that their client doesn’t agree with that point. I can’t imagine why they do that, but they do, and it just destroys their credibility. Don’t make an empty threat.
Chris: What was it like for you to negotiate in an intense environment?
Nancy: First of all, when you’re up at three in the morning, and you had very little sleep the night before, which is invariably what happens, it’s a tough situation to live through. Part of your head is saying, “I want to go to sleep.”
Earlier, you requested a story about an unfriendly situation with an activist. The gentleman that I had been on deals with from the time I was an associate, in the 80s, until relatively recently had been Carl Icahn. He’s been around for a very long time. He’ll definitely keep you up late into the night because he loves to negotiate. At the end of the day, you’ll repeat what each of you thinks the deal is, and you may end up signing off. Then, the next day, he’ll raise the issue again, and he’ll want to renegotiate it for whatever reason, and it’s very hard until you finally have signed the documents. It’s fun, but it’s hard. There were times when I would make a point that I thought was extremely valid. He is so smart and he always has a great comeback, but one or two times, I made a point on a conference call with a lot of people, and he slammed the phone down. And that was the end of the call. When you’ve been working really hard, and it’s three in the morning, and the phone slams down on you, that’s not the way you want it to go. Eventually, that particular deal that I’m thinking of all worked out, and everybody, including Mr. Icahn, walked away very happy.
20 years of Kansas City Utility Deals
Chris: Nancy, would you share about a deal that’s pretty dear to Kansas City?
Nancy: I got involved representing a wonderful company, Kansas City Power & Light, that has gone through multiple name changes since around 1990. When I first worked on a matter in the early 90s, they wanted to acquire in an unfriendly deal, Kansas Gas & Electric based in Topeka. That company became Western Resources and then Westar Energy. That deal ended up not happening, I think because the pricing just didn’t work out. Then, I got a phone call in the mid-90s from one of the wonderful executives at Kansas City Power & Light. They were going to merge with another local company that was called MOPUB or Missouri Public Gas Company. Its name changed multiple times. That deal was going to be a stock-for-stock merger. Then, Westar Energy, or what was previously Kansas Gas and Electric, blew up the deal by making an allegedly higher offer. So again, that went on for multiple years with us doing multiple merger agreements. Ultimately, that deal didn’t happen because their stock price dropped precipitously which brought things to a close. Eventually, Great Plains Energy Company acquired electric assets in Missouri and Kansas from a public company and ended up selling off the gas assets to a company based in South Dakota called Black Hills Corporation. It was an extremely complex M&A deal that ultimately happened in the early 2000s. Over a 20 year period, it was something like three major deals and eight or nine different agreements signed.
I love going to Kansas City and I love the Plaza. I loved the Plaza III Steakhouse. There is nothing like a great Kansas City steak.
Skiing Accident during Christmas 2007
Chris: It’s now a company called Evergy which may be the final rendition of the utility company in our backyard. Let’s pivot and talk about a life-changing event that took place Christmas 2007.
Nancy: I loved skiing. I had worked very hard that year, including the Great Plains deal, and probably worked as hard as I’d ever worked as an associate, let alone a senior partner. My family loves skiing, and we’re good skiers so we went out west for a ski holiday. On the very first day and on the very first run down Telluride, I caught an edge, which meant I lost my balance. Telluride is a very steep mountain, and I couldn’t stop my speed even though I was on a relatively flat area. I skied over the side of the mountain because they didn’t have netting that keeps you within bounds as other resorts do. Just when I was near the clearing of trees, I hit a tree with my neck, it snapped, I heard it and I became paralyzed. I’m now paralyzed from my middle section down. I do have some use of my arms, which I got back from a lot of rehabilitation, but my fingers don’t move around very much. It’s difficult. It really changes your life dramatically. You need a lot of help. You can’t really be left alone, because if, God forbid, there’s a fire or something bad, you’ll just sit there and not be able to move. It’s hard, but there’s still a lot of great things I can do. I’ve traveled to almost every continent in the world since then, including Africa, Asia, Europe, South America, and North America. Nothing stops me. I can still do a lot of things and what I can’t physically do…let’s just say I’ve become the executive chef for making apple pies and soup and all sorts of great cooking things. I love gardening, so I’ve become the executive gardener and tell people where to plant the seeds, what’s a weed, what’s a flower, and all that. I’ve kept as many of my hobbies as possible. I went back to practicing law, and I actually had my best days after my accident. I was busier than I ever was. It didn’t stop me.
Chris: Nancy, what advice would you give lawyers who’ve been through hard things?
Nancy: My father, Eli, had a wonderful expression, “Every knock is a boost.” When you say that, it just says it all. The paralysis thing is probably one of the worst problems that a human being could have and yes, I still have my intellectual capability. Paralysis wasn’t the only knock I’ve had in life. When I applied to college, I was turned down by almost every college I applied to, including the one I ultimately went to because they reconsidered my application. All it did was spurred me to do really well. I graduated in a class of over 1200 students at the University of Rochester, and I finished in three years instead of four and came out first in my class. I took my first year of law school at Chicago which was counted as my last year of college. Every knock is a challenge, but it keeps your mind sharp as you figure out workarounds to solve the problem facing you, which is basically what a lawyer has to do. You learn to think on your feet as you solve problems.
Mentoring Young Lawyers
Chris: Nancy, you enjoy mentoring lawyers, correct?
Nancy: Yes, I do, and particularly mentoring women. Not all women like doing that, by the way. Sometimes, the ladies could be your worst enemies, and I’ve seen some of that. But I really enjoy mentoring people.
Chris: How do attorneys come to be mentored by you?
Nancy: Some are women who have worked with me. I gravitate toward people, men or women, who can produce. You see the flash of intelligence, even when they’re young lawyers, and they’re proactive. Anyone who is proactive, sharp, and can keep up, particularly if it’s a woman, I just gravitate towards. I like to work with the people I’m most comfortable with. I’ve worked with women more often, but right now I have a younger male associate I’m working with. Overall, when you look at the teams I would assemble, more than half happened to be women lawyers at my firm. Women (this is going to sound very stereotypical) are very detail-oriented. In the law, the devil is in the details.
New Yorkers to Cure Paralysis
Chris: Can you tell us about the organization you co-founded supporting the research of spinal injuries?
Nancy: The biggest causes of these injuries are drunk drivers driving a car off the road or down an embankment or speeding drivers. New York State had a paralyzed state trooper who was injured in the line of duty. His idea was, if you cause harm, you have to be part of the solution. When people get hit with a significant speeding ticket surcharge, DUI, or any moving violation, that money goes into a segregated account. The first $8.5 million a year is supposed to go towards spinal cord injury, and it worked beautifully. In the Great Recession of 2008, when New York State was in deep trouble, they decided to cut the program, which defeated the purpose of the law to keep those funds segregated. It was not part of the tax concept of New York State. I worked very hard and co-founded New Yorkers to Cure Paralysis with a wonderful person similarly paralyzed like me. We succeeded in marshaling some of the top researchers in the United States and, really, in the world, who came to New York because of this significant pot of cash to do research with every year. It spawned a lot of intellectual property and a lot of potential cures. Then, again, with the pandemic, the same thing happened, the state decided that since their budget was off by $15 billion, they went after the teeny, tiny $8.5 million. So, I swung into action again, and we resuscitated our coalition. We launched a mega letter-writing campaign. And we had meetings with top state legislators who had a voice in determining the outcome, and we got the money restored. It makes me very happy that not once, but twice, I was able to lead this group that got together and got all the money restored. It’s very satisfying because I was able to use my legal skills for something that was probably much more significant than any M&A deal that I did.
Many people who have the injury I have tend to be teenage boys who either have a ski accident, diving accident, or speeding accident, etc. They’re young and they haven’t lived the 51 years that I had lived when I had my accident. They didn’t have their careers. They’re really in the early part of being adults, or not even an adult, and then have this terrible thing happen to them. They are never going to get the wherewithal to do what I would be able to do. So I decided to use my skills and never quit. I never quit until I get what I want. I get very singular in my desire to solve a problem. With the training I got at Skadden, I learned how to walk through a brick wall if I had to. It made me happy to use those skills to see the spinal injury research fund reinstated.
Chris: Are you able to meet anybody that’s benefited from that?
Nancy: Well, I benefited from it. My arms could barely move two inches away from my chest, but now I can, and I did it with robotics. They are used in retraining pathways in your brain. They don’t know exactly how it works, but they believe that if you do certain things repetitively, through the use of computer simulations, you might be able to develop pathways around the problem you have. In my case, with quadriplegia, I got back a lot of use of my arms, which is tremendous. As a result of that program, I came across a researcher in New York, who was incredibly helpful with my pain. One of the biggest problems you have, or the thing that is not obvious, is this Phantom Pain called neuropathic pain. This particular doctor discovered that giving you electromagnetic stimulation on a certain part of your brain 10 minutes, once a week, causes 90% of the pain to go away. When I don’t have those treatments, my hands feel like there are 10,000 needles sticking in every part of my arm from the elbow to the tip of my fingers. Then, after the 10,000 needles, it feels also like your hands were stuck in a freezer. You could be in a room that’s 90 degrees and still want a heavy down comforter and a flannel top sheet to keep you warm. It’s a horrible byproduct of a spinal injury.
Happy to Try Anything
Chris: What does the future hold for the indomitable Nancy Lieberman?
Nancy: Opportunities come my way that I least expect, and it puts me in touch with interesting people. I’m always open to new things. I never thought I’d be teaching at Columbia Law School as an adjunct lecturer, but I am doing that, and the students seem to like it. I’ve been asked back, so it’s nice to do that and to train the next generation. I don’t exactly know what the future holds, but there’s always something around the corner, and I’m happy to try anything.
Chris: What’s the kindest thing anyone has ever done for you?
Nancy: Without my mom and dad, I’d be no place. They were like a yin and yang. My father was tough and valued intellect. When he figured out that I had half a brain, he encouraged me to go for it and do the best I could. My mother was always the leavening factor. She would say you don’t need to get straight A’s and that I should have a little fun when I went off to college. They were sort of opposite in that respect, and it was a great balance. I got unconditional support and love from both my parents, and that is the most important reason why I became who I am.
Chris: Nancy, it’s been an honor and a pleasure. Thank you for your time today.
Thank you to everyone who listened to this episode of The Law Firm Leadership Podcast.