Voice of Experience: Eliza Swann, Partner, Shearman & Sterling

Eliza Swann, a partner at Shearman & Sterling, says that her interest in law and her interest in M&A developed in two wildly different ways: the first was a matter of design and the second was a matter of happenstance.

“I wanted to go to law school for as long as I can remember, but ending up on the M&A team at Shearman & Sterling was a bit of an accident. I had never considered a business transactional type of career,” Swann said.

It’s funny how things turn out. Swann, who became a partner at Shearman & Sterling in 2007 after eight years with the firm, works on domestic and cross-border deals. In recent years, she has worked on several of the highest-profile M&A transactions in the world, including last year’s acquisition by Liberty Global of Virgin Media in a $23.3 billion transaction.

As an associate just out of law school, Swann found herself on Shearman & Sterling’s M&A team, in large part because she had clerked for the Delaware Supreme Court. Because so many companies incorporate in Delaware (more than 60 percent of Fortune 500 companies are Delaware companies), it is a major venue for business law litigation, with a judiciary that is extremely sophisticated in reviewing corporate law issues. Swann’s clerkship gave her valuable insight into issues fundamental to a transactional practice.

“I was so lucky to have been offered the clerkship and accepted the position without realizing how truly interesting the work would be,” Swann said. “About halfway in, I decided that I wanted to work in a New York firm with a strong M&A practice. I got the job at Shearman & Sterling and have been interested every day since.”

Providing Guidance When the Stakes Are High
Swann has spent nearly her entire career with Shearman & Sterling. Some of her favorite transactions have been those involving board special committees, which are often required when there is an actual or potential conflict of interest raised in the context of a pending deal. In these circumstances, special committees serve as disinterested, arm’s-length negotiators whose goal is to ensure that any final deal is in the best interests of the company’s stockholders.

Swann says you’re essentially advising directors who are incredibly smart, accomplished, business-savvy people, but they’re not always familiar with the intricacies and challenges of a transaction process of that nature.

“It’s an incredibly important event for a company, and the stakes are very high. Nothing is the same afterwards and directors often find themselves in uncharted territory,” Swann said. “I enjoy providing guidance to directors in these situations – ensuring that they are thinking about all the right things and making them feel more comfortable in the process. It’s some of the most interesting and fulfilling work that I do.”

It is also very demanding, often requiring round-the-clock negotiations and the ability to carefully manage multiple work streams and teams of legal advisors. Some of her recent high-profile special committee representations include the Special Committee of the Board of Directors of Psychiatric Solutions in its acquisition by Universal Health Services and the Special Committee of the Board of Directors of Bright Horizons Family Solutions in its sale to an affiliate of Bain Capital Partners.

Women & Representation
The special committee work, in particular, has made Swann no stranger to corporate boardrooms, and diversity – in particular gender diversity – is a topic that she spends a great deal of time considering. “I think that a lot of people have given a lot of thought to women’s representation in corporate America for quite some time,” she said. “Now those thoughts are part of a very public discourse, which I think is a great thing.”

Swann notes that in 2013, Shearman & Sterling took that discourse to heart and joined the Lean In global community. The firm hosts Lean In Circles in all of its offices worldwide and sponsors Lean In activities with external organizations, including clients.

Swann says one of the things she likes most about Shearman & Sterling’s Lean In initiative is that when you go to Lean In Circle meetings, you see women and men in all career stages.

“An inclusion initiative obviously can’t be relegated to a particular group of people – that doesn’t get anybody anywhere,” Swann said. “Don’t get me wrong: I think we still have a lot of work to do in promoting the representation of women throughout corporate America, but I’m very happy and proud to be at a firm that is this committed – across the board and at the highest levels – to addressing the issue.”

Work & Play
As anyone in M&A will tell you, the hours are long and the work is challenging, but giving back to her local community is very important to Swann. Because she has so little free time – and the time she does have, she enjoys spending with her three-year-old son – she came up with an ingenious way to integrate her personal passion into her line of work.

Swann has been on the board of the Brooklyn Prospect Charter School since 2008 when the school opened its doors. Since 2009, she has also served on the board of Appleseed, a nonprofit network of public interest justice centers dedicated to building a just society through pro bono legal work.

“This work is very meaningful to me. I can use my expertise to advise on legal matters for two things I’m very interested in: public education and addressing inequalities,” Swann said. “It’s sometimes difficult to juggle so much, but for me it’s worth it. Plus, I get to combine my interests with my professional background. That’s pretty amazing.”

By Tina Vasquez, Managing Editor