This past year, Skadden, Arps, Slate, Meagher & Flom represented Netherlands-based NXP Semiconductors N.V. in the largest-ever semiconductor deal, its $47 billion acquisition by Qualcomm Inc.
The firm also represented Intel Corp. in its $15.3 billion acquisition of Israel-based Mobileye, signaling Intel as a major player in the race for autonomous vehicles. Skadden also handle’s London-based XIO Group’s $1.1 billion all-cash deal to acquire marketing data and analytics company JD Power.
Skadden partner Sonia Nijjar, who worked on the Intel deal, recently told The Recorder about the sorts of cross-border matters clients bring the firm’s way.
What do each of those engagements demonstrate about Skadden’s cross-border M&A capacities? The $47 billion NXP/Qualcomm deal is the largest-ever semiconductor deal, and NXP had operations in approximately 25 countries. Regulatory filings and interactions with the agencies were required in multiple jurisdictions around the globe, requiring close coordination across legal systems and borders. The XIO matter also implicated operations around the globe. Our work for Intel in its acquisition of Mobileye required we develop a novel plan to address Mobileye’s unique status as an Israeli tax resident and a Dutch corporate entity traded on the U.S. stock market.
What these three matters have in common—indeed with many other deals we handle—is that they are among the largest or most-complex deals the particular client has ever undertaken. It is gratifying that, in each case, they called on Skadden to sort out novel issues or incredibly complex regulatory matters or all of the above.
What would you say are the traits of your cross-border deal lawyers and the department overall that keep clients coming back—especially those with cross-border M&A needs? Firmwide and in Palo Alto, California, Skadden’s corporate attorneys tend to share some common attributes that have allowed us to take on the world’s most-complex cross-border deals for decades. A key to our success is that strangely, we all require only two to three hours of sleep a night.
In all seriousness, though, the fact that our clients have been entrusting us for years with their most-complex cross-border deals—including many “largest-ever” transactions that have required truly innovative structures—means we have a level of in-the-trenches experience that I truly think is hard to match. Skadden is known for fielding attorneys who are sticklers for detail and nuances while also being attuned to business mandates. This mindset helps us in getting these very complex deals to the finish line.
We also are supported by a number of specialty practices that are critical to getting cross-border deals done efficiently. For example, Skadden is one of the few large law firms with integrated CFIUS [Committee on Foreign Investment in the United States] and national security practices.
A prospective client with an urgent cross-border matter calls and asks why your team should be retained to handle it. What is your answer? We should be hired because we can instantly swing into action, across offices and time zones, to put together precisely the right team for the particular transaction. Chances are we have handled a deal like the one at issue before. If we have not, we have unmatched experience in terms of creating novel deal structures. Our experience means we can offer our clients a highly streamlined level of efficiency, something that is key to running a cross-border deal with precision and within short time frames.
What is the firm doing to train the next generation of cross-border dealmakers in your ranks? At Skadden, everything starts with the Associate Comprehensive Education (ACE) training program we offer all first-year associates. This is an intensive program that allows associates to enhance their knowledge of finance, valuation and business analysis through self-study and teamwork. It is essentially a mini-MBA. Also, junior associates can bill up to 100 hours a year to shadow senior associates, counsel and partners as they develop their skills. This allows them to participate in important client meetings, negotiations and so forth.
Ultimately, we are training the next generation every minute of every day by giving our associates and counsel the most challenging, interesting legal work in the world. Personally, I have been lucky to work on a variety of cross-border deals throughout my career, from large public deals to private subsidiary carveouts.
One of my first cross-border deals involved a client who had 30 people come to our offices from Europe and camp out for three weeks. It was incredibly helpful to be around and observe the more senior attorneys around me—from the way they interacted with the client, dealt with cross-border issues adeptly, and the way they negotiated. Along with doing the work (the best way to learn anything!), being given the opportunity to be in front of the client and observe the senior attorneys doing the same was incredibly helpful and we endeavor to give our junior attorneys the same type of experiences.
How do you balance the need to cross every T and dot every I in a particular matter with demands to be efficient with client resources? Balancing efficiency and attention to detail is simply what we do at Skadden every day. It is part of our DNA as attorneys.
How are your cross-border deal teams using technology to work more efficiently? We use technology to allow us to feel like we’re in the same room with people who are often working thousands of miles away from us. Having the same document sharing systems, video-conferencing capability and the ability to jump on a call with the client from anywhere in the world makes us able to run cross-border deals seamlessly and get the advice we need to most effectively help our client in the most efficient manner.