Deal Makers and Breakers: “The Venture Capital & Emerging Companies Corporate Law Partner” - An Interview with Suzanne Graeser of Morrison & Foerster
By Michelle Hugard • June 20, 2010•Writers in Residence
This month’s Deal Makers and Breakers features Suzanne Graeser, a corporate law partner in the Palo Alto office of Morrison & Foerster. Ms. Graeser’s practice focuses on emerging companies and venture capital investment, with an emphasis on entity formation, mergers and acquisitions, debt and equity financing, and executive compensation. Ms. Graeser is the West Coast chair of Morrison & Foerster’s Emerging Companies and Venture Capital Group, the former Chair of the Executive Committee to the California State Bar’s Business Law Section, and an advisor to the Business Law News.
Ms. Graeser’s experience as a partner in an Am Law 100 law firm and her corporate law expertise qualify her as a “Deal Maker and Breaker,” and her energy, enthusiasm, and grounded perspective have made her a true “Female Powerhouse.” Below, read her advice on succeeding in a corporate law setting, retaining women in positions of power, and managing work-life balance.
You are currently a successful corporate partner and West Coast Chair of the Emerging Companies & Venture Capital Group at Morrison & Foerster. What was your first legal position out of law school?
In the summer of my second year of law school, I worked as a summer associate at a business law firm in San Jose, California. The summer program gave me the opportunity to work in many different areas of law, including corporate, litigation, real estate and tax. After doing a little bit of everything (even estate planning), I found that my interest was in the corporate arena, in helping businesses grow and being part of a team with long-term client relationships.
After graduating, I joined the San Jose firm as a corporate associate and did a lot of merger and acquisition (“M&A”) work. Back then, my clients were mostly family-held businesses that wanted to minimize taxes, which meant reducing the appearance of profitability. This was quite a different objective from my current venture-backed clients and a challenge when the clients wanted to be sold for maximum value.
When and why did you transition to Morrison & Foerster?
In the early 1990s, I made partner at the San Jose firm. By the mid 1990s, the economy and the legal market were doing poorly, and I hit a professional plateau. Several of my former colleagues had moved to Morrison & Foerster (“MF”) and were very happy there. With its deeper international platform, MF provided me with greater opportunities to expand my practice. In 1995, I decided to move to MF.
Can you describe a typical day for in you in your practice?
My typical day varies depending on the state of the economy. Before the economic crisis, I spent about 40-50% of my time on M&A with the balance on general corporate matters for emerging company clients and venture capital investors. Although M&A has started to pick up, I am now spending a lot of my time working with clients on financing and exit alternatives. I spend less than 30% of my time on M&A.
In terms of my typical daily schedule - I am usually in the office about 12 hours a day. I spend several hours phoning and emailing clients, several hours drafting and reviewing documents, and about an hour on client development matters (lunches, calls and presentations). I also regularly attend client board meetings. I have, on average, at least one board meeting a week, and sometimes I’ll have two in the same day, which is a bit much.
In addition to client work, I hold a number of administrative roles in the firm. I’m currently co-head of the Emerging Companies/Venture Capital (“EC/VC”) group. In this role, I run firmwide meetings, organize marketing materials and sponsorships, attend EC/VC focused events, and supervise preparation of form documents and articles. I am also actively involved in recruiting attorneys and mentoring associates. These administrative activities take up time each day.
What types of deals/clients are you currently working on?
These too have changed with the market. I now represent a number of VCs and companies that focus on socially responsible investments and sustainable energy. For example, in the last several months I have represented VCs with investments in solar products, schools in Africa, and botanical cleaning products. I also do joint venture work for the development of wind turbine farms. The deals involve complicated structuring and financing arrangements in the growing alternative energy market. Two years ago, I would not have expected to be working on wind turbine farms, but the markets change, and, to be successful, lawyers need to adapt to these changes.
You have mentioned that your work is companies-focused. How do you obtain your clients?
Essentially clients come from four places.
First, VCs, accountants and investment bankers with whom I have worked in the past will refer me to the companies they have invested in or are representing.
Second, serial entrepreneurs or executives will switch companies or start new ventures. If they have worked with me before, and like me, they will refer their new companies to the firm.
Third, internal referrals from other practice groups in the firm. For example, at MF we have a very strong patent group. Often clients, especially in the life sciences area, will develop their intellectual property first, obtain patents, and then form an entity and contribute their intellectual property to the company in exchange for the stock. I will get brought in by my patent colleagues to advise the company on formation, structuring and raising capital.
Finally, external referrals from other lawyers. I receive referrals from overseas counsel who need assistance in the U.S. Many of my former colleagues have gone in house and refer work to me. I also get referrals from smaller or non-California firms, where the client or transaction has outgrown the firm’s capabilities or local advice is needed. My involvement in the state bar has helped expand this referral source.
What would you say has been your most exciting or challenging deal?
It is hard to pick from over 23 years of deals. But I will try. Recently I worked on a sell-side M&A deal that was very exciting. The client was a private, primarily family owned, communications company. We went through a bidding process managed by investment bankers. The company was quite successful and thus, received about 20 initial bids. These were ultimately narrowed down to three bidders. We concurrently negotiated three merger documents. Due to the company’s success, we had the luxury of picking the best deal and buyer for the client. This isn’t always the company offering the highest dollar amount.
As often happens, as we negotiated the definitive documents, material issues came up. However, due to the size of the deal and the increasing value of the company, we had substantial leverage and were able to negotiate very favorable terms for our client. When a deal is so good, some of the issues that you normally get concerned about may become less important.
Often the smaller deals are the most challenging, because every dollar matters to the client. The personalities involved can also make a deal interesting or challenging. And the product or service being sold can also make a transaction fun. I once sold a company that manufactured roller coasters and carousals. Since then, every time I go to an amusement park, I’ll tell my kids, “Hey, I know the person who built this.” They are no longer impressed, but I still am.
In addition to your corporate work at Morrison and Foerster, you have also been active in the California State Bar. Can you describe your activities?
I became involved with the Business Law Section (“BLS”) of the California State Bar over 15 years ago - first, as a member of the Corporations Committee where I ultimately became chair, and then as a member and chair of the Executive Committee of the BLS, the largest section in the State Bar.
Working with the State Bar gave me an opportunity to shape legislation, write articles, speak and meet other business lawyers. As an active committee member, I met people in a collaborative environment and formed strong friendships. I can ask these people questions I would never ask an adversary or a competitor. I have also developed relationships with state regulators, which is helpful for my clients in getting answers and filings more quickly.
You are a corporate partner at a major international law firm, and you work with leaders in emerging companies and venture capital, all of which appear to be male-dominated. How has being a woman affected your career? What advice do you have for women interested in pursing legal careers in these sectors?
When you first start practicing, working in law is difficult regardless of your gender. People look at you as young and inexperienced, and they are less likely to give you opportunities. You need to have confidence in yourself which you gain through experience. As you become an effective lawyer, it is easier to deal with the challenges.
I don’t feel like my gender is “detrimental” to me. However, the venture capital industry is almost exclusively men and certain circumstances can be difficult. For example, today I am attending a client’s board meeting. There will be eight people in the room, and I will likely be the only woman. There are also business development opportunities such as fishing trips, golf games, and sporting events where gender issues still arise. That doesn’t mean that you can’t go watch the games or play golf, but you are not going to go on the fishing trips. It just doesn’t work. Although there are ways to participate in those activities, as a woman you actually have to think about how to approach the situation. Men do not have the same obstacles.
In addition to the advice noted below, you should find other ways to build rapport with your clients. I find that women are often better at establishing personal relationships with their clients. I talk to my clients about their families and common interests. I know if their kids play soccer and where they go on vacation. I often learn more about a client in a few weeks than my male colleagues have learned over several years. Creating that bond is important. You want your tie to the client to go behind your legal skills and your connection to the firm.
What are your thoughts on the retaining women in corporate law practice?
I am very aware of the lack of female partners in corporate law, and it has been getting progressively worse.
Recruiting and retaining more female partners is one way to help remedy the issue. Many female associates become corporate lawyers, but they often choose to go in-house or leave the legal profession after a few years. If the leadership had more women, more women would likely be hired and more women would stay. Seeing women in positions of power helps attorneys visualize a successful career path as a female corporate partner.
Another issue is maintaining an appropriate work-life balance. The key is to draw boundaries – at work and at home. Get a strong mentor, either male or female, that understands your circumstances. Be reasonable about your expectations as there will be times your boundaries will be stretched. I find that lawyers who work 24-7 and don’t have anything else, ultimately are not the best lawyers. They often have difficulty establishing rapport with clients or developing business.
How do you deal with these work-life balance issues?
If you adequately manage your client’s expectations, you can make it work as a young lawyer. Finding partners and clients that are willing to work with varying schedules is key, not just for the associate, but also for the entire team. When a client asks me when I can get something done, I suggest a reasonable deadline. Nine times out of ten, they are fine with the proposed timeline. The few times they are not, I am able to spend that extra time to meet the “real” deadline.
Some attorneys have more of a “how high can I jump” mentality. This approach can set them up for failure, either because they burn out from too much pressure or they cannot meet their self-imposed deadline. Then the client gets angry even if they don't need the document by the date promised because the attorney has unreasonably set the client’s expectations. However, if you start out as an associate finding ways to appropriately manage client expectations and your life outside of the firm, ultimately you are going to be a better attorney and more in control of your life. It doesn’t matter your gender.
What advice do you have for female law students or new practitioners who want to eventually be in your shoes?
First, make sure you want to be in my shoes. Do you like corporate law? Do you understand and want to be part of a private firm environment?
Second, remember that underlying everything, the attorney, whether male or female, must produce quality work, exhibit good judgment (common sense), and be responsible.
Third, find a mentor (male or female). This is extremely important. The ideal mentor is someone who will give you the opportunity to work directly with clients on projects that interest you, will bring you to pitches so that you understand how to generate business, and will support you within the firm. In addition to finding a strong partner mentor, identify a strong senior associate mentor who you can go to for support on issues that you don’t want to bother a partner with.
Fourth, become familiar with numerous areas of corporate law and then focus on one area. Obtain exposure to private securities, public securities, M&A, corporate governance, contract negotiations, and general corporate law. After you have this broad overview, pick one or two areas to focus on. Choosing an industry focus is also helpful, but be willing to switch industries if your first choice has troubles.
Fifth, work with multiple partners. Get a mentor, but don’t just work for that one person.
Sixth, remember that business development is very important. Obviously a first year associate won’t start developing business right away, but always remember to keep business development in the back of your mind. Get yourself involved in pitches and find speaking and writing opportunities that put you in front of potential clients or referral sources.
Lastly, try to get some non-legal business experience. If you have the opportunity to work between college and law school, do it. If for some reason you don’t find a job in a law firm right out of law school, get a corporate job even if it’s not in law. It’s important to have a basic knowledge of business to be a successful corporate lawyer.
Any last thoughts?
At times being a female corporate partner is a tough road, but it is generally challenging, often rewarding, and never boring.
Is there a particular Deal Maker you’d like to hear from? Do you have a question you’d like answered? Leave a comment below, and I’ll address it in future posts.