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Lawdragon Q & A with:Daniel NeffThe thing about the attorneys at WachtellLipton that often goes unsaid is that they may be betterat corporate law than anyone else. It’s not thattheir attorneys earn more than any other firm and havethe lion’s share of the claim to being the most successfulcorporate firm in the world. They pick andchoose the deals and clients whose matters arise tobeing the most critical, and then execute those matterswith a nuance that’s rare. They’re a bit like theWarren Buffett or Bill Gates of corporate law.It’s the understated nature of how incredibly goodthey are that always surprises. That comes throughwhen you talk to Daniel A. Neff, the firm’s co-chairmanof the executive committee. He is a quiet icon of thedealmaking world with his name attached to many ofthe trademark matters of the last three decades:Unocal’s merger with Chevron, which was contested byChina’s CnooC, El Paso’s merger with Kinder Morgan,Rohm and Haas in its sale to Dow Chemical. And, ofcourse, and most recently, Airgas in its defenseagainst a $5.8B hostile takeover bid by Air Productsand Chemicals.LAWDRAGon: Tell me a little about the firm’s history.DanIEL nEFF: We were founded at Christmas in 1964.The founding generation provided and continue to provideincredible leadership. My generation is comprisedof people like me and Ed Herlihy, the other co-chair ofthe Executive Committee, who bought into why the firmis different. It’s both a great opportunity and enormousresponsibility to perpetuate a culture and approach tobeing a law firm that’s always been part of the fabricof the firm. And so I guess we’re the second full generation,and at this stage we’re guiding the firm.But I can’t underestimate the value of having Marty[Lipton] and Herb [Wachtell] coming to work every dayand continuing to make enormous contributions aspracticing lawyers and mentors. They are amazing people.So we fully believe in what the founders tried to doand succeeded beyond their wildest dreams andbelieve we have a duty to pass on what we’ve inheritedin the best shape we possibly can.LD: Who do you consider your mentor?DN: Well, start with Marty as a visionary, a great technicallawyer – something people don’t appreciate. Theyknow he’s a scholar of the law, which he is. But inaddition to all that he literally ran the firm fordecades. He’s a unique individual. And you can copyonly so much of Marty because he’s such a forcefulbY Katrina Deweypersonality and legendary figure.In terms of lawyering and judgment, in addition toMarty, I’ve had a number of extremely, extremely goodmentors. One who comes to mind is Jim Fogelson, whodied in Sept. ‘91. He was 48-years old. He was the hiringpartner and would have been head of the firm forthe last 20 years. Jim was a tremendous blend of allgood things in a business lawyer. ... His was an enormousloss to the firm, but he had been such a greatmentor to so many of us in addition to having hired usthat, in a way, we are a big chunk of his professionallegacy. Quite a number of us of my vintage in the firm,the people leading many of the big deals, are Jim’strainees. Another partner who has been an importantmentor is Dick Katcher, who was managing partner forseven years, and a great lawyer. ...LD: What do you consider the biggest lesson you’velearned as a lawyer?DN: That’s a hard question. Let me throw out somethoughts. A big part of what we do is really listen, listenand anticipate. I find clients really appreciate itwhen you tell them what’s going to happen before ithappens which enables them to be prepared for developmentsas they occur.Another skill which is appreciated is to reflect andcontinually grapple with issues clients present. Withsome frequency – and realizing the issues I’m nowasked about are often very challenging – I will notrespond immediately. Instead, I just listen and thinkabout why a certain issue is important, considerwhether there is another way. And then ultimately ifyou believe you’re right, tell clients “yes” or “no,” asthe situation warrants, or you tell them, “I wouldn’t doit this way, but here’s an idea.”Ultimately, it’s taken me a long time to figure outwhat it is that lawyers should do and what they shouldnot do. When you’re asked for pure business advice,it’s ok to give it. But when you’re not asked for it, it’sprobably wise to defer to those who’ve spent theircareers in a particular industry.As lawyers, we know a lot about the law andhuman behavior, but on particular industry dynamics,although we are involved in many situations and hearnumerous management and board presentations, youneed a sense of humility. Because it’s not really ourknowledge, it’s what we’re hearing from peoplewho’ve spent their lifetimes in particular careers andindustries. View all Q&As at www.lawdragon.com/newsfeatures.500Photo by: Laura BarisonziL A W D R A G O N 131 I s s u e 13