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Deal Makers and Breakers: “The Academic” - An Interview with Professor Afra Afsharipour

When I think of corporate law scholarship, I think of UC Davis School of Law Professor Afra Afsharipour.  Professor Afsharipour teaches future lawyers the basics of business law while also impacting the legal landscape with interesting, timely, and relevant research on corporate law matters.

After graduating from Columbia Law School and clerking for the 11th Circuit, Professor Afsharipour joined  Davis Polk and Wardwell LLP in their Manhattan and then Menlo Park offices. Professor Afsharipour has experience working in all things corporate, including: Securities, Financial Institutions, and Mergers and Acquisitions. She is now a professor at UC Davis teaching and conducting research on Business Law Pedagogy, Indian Corporate Governance, Reverse Termination Fees, and Cross Border M&A. Professor Afsharipour is also a featured blogger on the M&A Law Prof Blog.

Professor Afsharipour is a powerhouse, and I thoroughly enjoyed interviewing her. Sit back and read about her journey from human rights fellow to corporate scholar, her typical day, and her advice to female law students and attorneys pursing a corporate career in this tough economic environment.

Can you tell me a little bit about your educational background? Did you plan on pursuing a career in corporate law?

Professor Afsharipour: No. I was a typical government and political science major as an undergraduate with minors in international relations and women’s studies. I had always been very focused on human rights, women’s rights, and women’s access to economic rights. I actually went to law school at Columbia very much focused on these issues.  In law school, I served as a human rights fellow and worked for a well-known South East Asian women’s rights organization that trained other female activists and regional women’s organizations so that they could effectively access international law and the UN system.

I was very young when I started as an associate at Davis Polk. I really hadn’t had much work experience outside of the public interest sector, and Davis Polk was such a well-respected law firm. From what I had heard from a number of people who had been associates with the firm, it was a place where I (1) would have the opportunity to do a lot of pro bono work, which I was very interested in given my interest in human rights issues, and (2) would be very well trained. I really cared about being somewhere that would invest in my education as a young lawyer and where I could use some of my international background in doing international-related work. I was also heavily in debt from undergrad, law school, and clerking for a year on the 11th Circuit, and I thought that working at Davis Polk would be an opportunity for me to pay back my debt.

Describe your experience as an associate at a top international corporate law firm.

Professor Afsharipour: When I went to the New York City office of Davis Polk, I had already clerked for a year, so I started out technically as a second-year associate. At that time, the firm had a system where associates rotated through different practice groups. This was in fall of 2000. Securities and M&A work were both fairly dead given what was going on with the dotcom crash and so forth, so I started off in the credit transactions group and worked on project finance transactions as well as credit agreements and amendments.

I then rotated to the financial institutions group. That was where I really fell in love with corporate law, business law, and the private sector generally. I was in that group for about a year and a half. I also rotated through the M&A group, but ended up doing primarily financial institutions work. Through my work with the financial institutions group, I found mentors. They were all incredibly bright, dedicated, open lawyers and were instrumental in training me, working with me, and teaching me. I had never had that same level of training at any other work environment, and it really opened my eyes to private practice.

I stayed at the firm for a while and worked really hard. Soon it became about more than the money. Although the pay was useful to be able to pay back my debt, being at Davis Polk became this real opportunity for me to learn and to be very engaged and to take on responsibility. I worked with some phenomenal partners and senior associates, who were really very involved in teaching. For me, because I seemed engaged and seemed interested in learning, it became this wonderful back and forth relationship where the more engaged I became, the more responsibilities they gave me, and the more, in some ways, they taught me.

For personal reasons, I moved to the Bay Area and specifically wanted to stay with Davis Polk. I really liked the firm. I really liked the people I worked with. I really liked the work. And I liked the pro bono opportunities available to me.  In the Menlo Park office, I had the opportunity to become the senior associate on deals very quickly and I worked on transactions, drafted documents, and advised on M&A and securities deals. Again, I was working with incredible partners. These lawyers weren’t necessarily the people I would have envisioned were going to become my mentors – they were mostly older white men – but they were integral in teaching me about the law. I really took advantage of the opportunity to build those types of mentoring relationships and seek out those people. I still keep in touch with some of those attorneys quite a bit.

Working at Davis Polk, I became so interested in corporate law and corporate practice that in my free time, I started reading law review articles and work that was done by people who were studying transactional law, corporate law, and recent deals. I wanted to know why we were doing deals in the certain ways we were doing them, I thought, “I really want to have the opportunity to do this.” I wanted to have more of a macro-vision of how we were doing transactions rather than the minutia of working on the transactions themselves. I really liked working on the transactions, and that’s why I stayed in transactional practice for seven years, but I wanted to understand why we approached things the way we did rather than just doing them.

Is that when you transitioned to academia?

Professor Afsharipour: Yes. I took a short leave of absence from the law firm and went to Columbia Law School to do a fellowship and have the opportunity to engage in academic research.  I learned that research is just as involved as transactional work in lots of ways and just as time consuming, but very different in your day-to-day life. I don’t have lots of conference calls. I don’t have clients calling or emailing me at all hours of the night. Students email me, but they are not as demanding as clients.

Being in academia gives you the opportunity to sit back and look at a series of transactions. When I did the fellowship, I became more convinced that I wanted to do academic work. Because I liked the senior lawyers who were very involved in teaching me, I really liked teaching the junior associates. I had the opportunity to teach an asylum seminar through a program Davis Polk did with Stanford Law School. I also had a lot of general teaching opportunities, and I really liked teaching.

You have done research on several related but different topics, including Reverse Termination Fees, Indian Corporate Governance, and Cross-Border Mergers and Acquisitions. How do you choose what research you want to pursue?

Professor Afsharipour: That’s a good and somewhat hard question. I don’t think about my papers as having a topic. I don’t say I really want to write a paper on this topic. I think about questions.  Because I read so much on current issues and other’s scholarship, a lot of questions arise.

With respect to reverse termination fees for example, a slew of articles came out about reverse termination fees, and I thought, “Is this just anecdotal that there is a rise in these fees or has anyone actually ever done a study to figure out why this particular contractual provision has arisen? Do we think it’s going to last? And what are the benefits and what are the drawbacks?”  I didn’t see any kind of systemic study, so I thought maybe I should do one. Sometimes when you read articles, journalists dramatize what is happening. I wanted to figure out if there was any meat behind the drama and see if there was anything really interesting happening there.  A lot of time when you are working on a paper and you have a question, it leads to other questions. That reverse termination fee paper has easily led to three or four other questions that I am going to pursue.

My Indian corporate governance paper came out of my long-term interest in India. I had taken undergraduate classes on Indian history and politics, wrote my honors thesis on women’s organizations in India, and read a lot of Indian Supreme Court cases. I had been reading about Indian corporate law, about the Indian business press touting their new corporate governance standards, and about how these standards were derived from or inspired by the corporate governance reforms in the U.S. and U.K. I wanted to know to what extent the new standards really were derived from U.S. and U.K. standards and to what extent they are going to work. That was really the purpose of that paper.

The cross-border M&A paper also came from my reading and researching. Because I’m very interested in the comparative issues between the U.S. and India, and the U.K. and India, I started looking at the merger rules in India.  I wanted to find a way to tie changes in Indian corporate law to the new wave of merger activity by Indian firms.

I read a lot of data that comes out about activity with respect to Indian firms, and ask how is the law playing a role. There aren’t many people writing about corporate law in India. I’m really trying to find a niche for what I can contribute that is different from what finance scholars are doing, what economists are doing, and from what political scientists are doing.

Describe your typical day as a corporate practitioner and as an academic.

Professor Afsharipour: Practice. I was one of those people that got into the office fairly early because I liked to get work done before people started rolling in. I usually came in around 7:30 or 8:00 in the morning. I was a very checklist driven person, and still am a very checklist driven person. My typical day would start with updating the checklist from the night before of the things I needed to complete. I would list out what clients I need to speak with. I would make sure I answered any client emails I had received in the middle of the night while I was asleep right away. For me, I think it’s extremely important when you’re giving client service to be extremely responsive.

If I had asked for work product from junior associates, I would make sure I reviewed it that day so that they understood that I valued the work they were doing and when they were doing it. Then I would usually have a series of conference calls or negotiations, draft the needed documents arising from those calls, engage in discussions with my colleagues, and then likely have further negotiations.

It’s hard to say there were too many “typical days” only because sometimes I was working on two or three deals all at the same time and sometimes they could be very different transactions. I could be working on an M&A transaction and a securities transaction at the same time. And they have a very different flow to the deal. I also had company clients – clients that I serviced with their corporate governance issues, their annual reports, their quarterly reports, press releases, and their current reports on form 8-k. I was very involved with those particular clients. Even if I didn’t have a deal going on, I always had work for those other kinds of clients. And I was doing pro bono work at the same time, so that was keeping me pretty engaged.

 Academia. My typical day now is really different and much more structured and predictable. I usually know what is going to happen at least quite a few days in advance. I typically wake up at 4:30 in the morning. I split my workdays into writing days and my teaching days. On my writing days, I concentrate on getting at least 500 to 1000 words written that day. It doesn’t have to mean that they are good words, but for me writing begets more writing.  I spend the afternoons reading other people’s scholarship. I try to stay very current on on-going transactions. I study M&A, deals, and trends. I spend a lot of time looking at the deal.com, the Wall Street Journal, the deal book, reading the business section of the newspaper, reading business blogs, and just reading everything I can.

I’m protective of my writing days, and I really have to force myself to write in the morning and get those certain number of words out because I really love to research. One of the good things about academia is that I really like to research a lot and I take on very research-intensive projects. I could just sit, and read, and do research for years.

On my teaching days, I get up at the same early hour. I come to school right away. I will have spent part of the evening before preparing for my class and then I prepare another 2 hours for each class – reading through the assignment and my notes. I like my class to be somewhat structured in terms of asking questions and being organized, using PowerPoint, and having the students understand the big picture as well as the smaller details of whatever case or statute or hypothetical that we are talking about. After class, I meet with students, advise student groups, and have lots of meeting while I am on campus. Those days, I end up not writing very much.

Corporate law has the perception of being very male dominated.  Can you describe your experience as a female corporate practitioner? Did you feel that corporate law was an old boys club? 

Professor Afsharipour: To a certain extent, yes, it was an old boys club. However, I also found that it was really changing. I could feel the shift and the change when I was in practice. Looking back, I actually don’t feel that I was disadvantaged by being a woman and being in corporate law. It’s funny because I was someone who studied woman’s studies and was very aware of these issues. There were definitely transactions where I was the only woman in the room. Actually, there were a number of transactions where that was the case. Although I had some women lawyers who I had worked with in the New York office, and my firm was known to have a good number of female partners, when I worked in Menlo Park, there were not a lot of senior woman attorneys in that office at the time I was an associate.

However, I didn’t find being a woman to be as much of a detriment in practice as I had expected it to be when I first started. Maybe because I expected it to be an issue, I worked extra hard. Because I worked extra hard, because I was really engaged, I overcame that issue. Also, I was very young when I started practice. If I wanted to pull an all-nighter, I could because there was no one else I needed to go home to – no one else whose life I was responsible for. I don’t think that now, being a woman is necessarily a disadvantage or a difficulty when you are in transactional practice, I think being a parent is hard. That’s where things begin to change, and that is not just in transactional practice, that’s a societal issue.

Corporate law scholarship is also a seemingly male dominated field. Has your experience as a female corporate law scholar differed from your time as a corporate law practitioner?

Professor Afsharipour: In a strange way, being a woman was more of an issue for me in academia than I thought it was going to be when I started, particularly in the classroom, particularly teaching business and corporate law classes. I didn’t have that immediate comfort level that I felt I had in practice, especially from my clients. Because I had worked with partners, particularly male partners that were extremely respectful and treated me in front of clients as an equal, I didn’t have that issue where I felt that I needed to overcome some barriers with my clients, whereas in the classroom, you are alone. You are standing up there in front of a class by yourself and it is very different. So, I found that a little bit of a challenge my first year.

What advice would you give to female law students and practitioners who are interested in pursuing a career in corporate law or academia? 

Professor Afsharipour: Try and keep an open mind. I think keeping an open mind was extremely helpful to me in many ways. I think I am a stronger feminist than I used to be partly because I am breaking some barriers in areas where there haven’t been a lot of woman, and that is important to me.

Having a law degree is a tremendous opportunity. It gives you a level of access and level of knowledge that a lot of people in the general population do not have.  With those privileges come a lot of responsibilities – responsibilities to take ownership of your career, responsibility to do the best work that you can possibly do, and a responsibility to stay engaged in your work. I found that a lot of people would say, “I hate this kind of work,” but they hadn’t ever really done it. They just heard that they should hate it. They would say, “I hate due diligence. I don’t want to do it.” For me, that was actually where I learned a huge amount of information about how to run a business, what businesses care about, and their particular issues.

I wasn’t one of those people that shied away from certain work or was grumpy about doing the “grunt work.” That’s the way you learn. You’re not going to be a senior partner on the first day you start your practice – it’s just not possible. And I think when you take on that responsibility and you seemed engaged, people give you more responsibility, particularly if you are performing well in it.

For students, I would really say keep an open mind. Take some classes outside of what you think you are interested in. Try and stay engaged. Law school education is an investment. You are making an investment, and you should make a sound investment decision. Staying engaged in school, building a professional demeanor while you are in school, answering emails in a professional manner when faculty send you an email or when other students send you an email, networking with other lawyers, learning about the local bar associations, what are they doing, and what sorts of projects are they working on are all things that students should work on.

Also remember that if there are things you care about, just because you go into corporate practice doesn’t mean you have to give them up. You just have to learn to work side-by-side on those issues. I continued to do pro bono work until the day I left practice. It was extremely important to me. And I respected it. So the people I worked with respected it.

Any last thoughts? 

Professor Afsharipour: I think that in this economic downturn, there is really an opportunity for people to take ownership over their own career and not just fall into doing something because everyone else is going into a firm or because everyone else is going to a certain program. I think some people will do quite well as a result of this, and I’m just hoping for the best for my law students.

 

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