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Lawdragon Q & A with:bY Xenia KobylarzCharles “Casey” Cogut500If anyone needs advice on how to be asuccessful corporate lawyer and still find time towatch “Mad Men” and read thick biographies of historicalfigures, Charles “Casey” Cogut, Simpson Thacher’smost senior M&A partner, may have the answer.Considered one of the nation’s most prominent andprolific corporate lawyers, Cogut has been doing dealssince 1973 and he hasn’t slowed down a bit.Last year, Cogut, 65, took part in several major multibillion-dollardeals. But in between deals, he stillmanages to squeeze in vacation time, golf and tennisgames, and passionately follow his favorite sportsteams.“The ‘heavy lifting’ on all of these transactions washandled by various younger M&A partners, specificallyAlan Klein, Patrick Naughton, Eric Swedenburg, MarioPonce and associates at Simpson Thacher who wereworking with me on these deals,” Cogut, who wasvoted one of the top New York partners to work for byAbove The Law readers, modestly explains.LAWDRAGon: You’ve been practicing in the M&A areasince 1973. Has there been a significant change in thepractice from when you were a young associate at thefirm to now being one of its most senior partners?CHARLES Cogut: When I started practicing in 1973,the M&A specialty practice didn’t exist. Corporate lawyersgenerally worked on client teams, doing whatevercorporate work was required for a company – creditagreements, securities offerings, M&A. We also didcredit agreements for banking clients and underwritingsfor investment banks.As the M&A specialty started to develop at investmentbanks and other law firms in the late ‘70s and‘80s, a few of us at STB started to specialize in M&A.However, we didn’t formally establish our separateM&A practice group until the mid-’90s. Today it is oneof the firm’s most important practice areas with aglobal reach and approximately 55 partners specializingin M&A throughout our 10 offices.LD: What’s the secret to maintaining client relationshipsat the corporate level, when oftentimes there’s arevolving door in terms of in-house executives?CC: I’ve been very fortunate to have a great relationshipwith KKR for almost 30 years. Henry Kravis andGeorge Roberts have been sensational clients andgreat friends and supporters over that period. I can’timagine a better client to be working with over thecourse of a career. Along with STB’s Chairman, DickBeattie, we’ve built a superior team of lawyers to serviceKKR as it has grown from a small firm to a globalenterprise with hundreds of employees in numerouslines of business.In general, private equity firms have less of a“revolving door” than banks and many corporations. Inaddition to KKR, my relationships with other PE firmsare usually with the founders whose names are on thedoor, so it is less likely that they will leave and it iseasier to maintain a relationship. Wyeth (previouslyAmerican Home Products) was a very important clientrelationship of mine from 1994 until its acquisition byPfizer in 2009. I was fortunate to have great relationshipswith three successive CEOs and CFOs, in additionto two GCs.Like any relationship, in order to maintain a longtermrelationship with a client you have to work at it.LD: What do you consider the most interesting dealyou’ve ever handled in your career? Do you have afavorite?CC: KKR’s acquisition of RJR in 1989 was probably themost important transaction in my career because of allof the attention it received. However, I think that thedeal that is my favorite and was also the most importantto my development as a transactional lawyer wasKKR’s $6-billion acquisition of Beatrice Companies in1986, and the divestitures and spin-offs from Beatricethat followed over the next few years.In 1984, KKR had a deal to acquire Esmark Inc.,which was “jumped” by Beatrice. After acquiringEsmark, Beatrice was in disarray, with its stock pricelanguishing, and in November 1985 KKR proceededwith one of the few unsolicited LBOs in history. It wasalso the largest LBO up until that time, and in manyways more difficult to finance than the RJR deal twoyears later that was five times its size.KKR brought in Don Kelly and his management teamto run Beatrice. Don had been the CEO of Esmark andhad left after Beatrice ruined his LBO with KKR, so itwas sweet revenge. Beatrice was a conglomeration ofmany different businesses and KKR and Kelly devised avery successful strategy of dismantling these operations,in what turned out to be a very successful deal.Working with the KKR team and Don Kelly and histeam in addition to many other STB lawyers on thesetransactions was a great experience and probably themost interesting set of deals I ever handled.See the full Q&A at www.lawdragon.com/lawyer-limelights/charles-casey-cogut.Photo by: Jennifer PotthesierL A W D R A G O N 67 I s s u e 13