Covington & Burling Cross-Office Q&A - Tech Transactions

Suzanne Bell, Partner, Palo Alto

https://www.cov.com/en/professionals/b/suzanne-bell

Nigel Howard, Partner, New York

https://www.cov.com/en/professionals/h/nigel-howard

Describe your practice - what types of clients do you represent and what types of matters do you work on?

Suzanne Bell

The technology transactions practice covers three types of matters. The first type of matter is representing clients in deals involving technology, intellectual property rights, products, services, or data, and this is by far the largest percentage of our work. The second type of matter is providing intellectual property and commercial subject matter expertise on M&A, private equity, and investment transactions, as well as joint ventures. The third type of matter is counseling clients on the legal issues implicated by the release of a new product or service, in collaboration with other practice disciplines. I mainly work with technology company clients, and they span the range of technologies that you see in Silicon Valley.

Nigel Howard

We represent technology companies, but you can make the argument that every company is essentially a technology company in some form nowadays. We represent large companies, as well as medium sized and very small companies - literally from a startup and on. The clients we represent are varied, some are in the technology industry, such as providers of technology products and services, but many are in other industries, such as airlines, biopharma, healthcare, food companies, and banks. I think this selection just highlights another feature of our practice, which is that it's diverse both in terms of matters and types of clients.

Tell us about your experience working with colleagues across offices, and how Covington's culture plays into this.

Suzanne Bell

One of the Covington’s key principles is collaboration, and there are a number of ways that is facilitated and reinforced. We don't track origination credit - it's not something that is a factor in partner compensation, which removes the barrier to bringing other partners into matters or pitches. We also don't track revenue by office, which facilitates cross-office collaboration. The firm also sponsors many cross-office events to ensure that people across the firm know each other. We work very closely across offices and practices, and we find the right person for a given matter, regardless of their office or practice group. This makes Covington a very nice place to work, and it also makes the firm very client-focused - partners and associates jump on matters when they are needed, which is great.

Nigel Howard

This week, I've worked with colleagues in Los Angeles, Palo Alto, Washington, D.C., Boston, New York, London, and Dubai - not every Covington office, but a very large proportion, and that's representative of what it's like every week. We staff matters with people across the globe - many of our projects are international, and geographic location is only one factor in staffing - we also think about who's the right fit and who's got availability and interest in a particular project. Covington's culture really plays a huge part in this, and people very much welcome opportunities to work with one another - it's one of the most fun parts of what we do.

How did you choose this practice area?

Suzanne Bell

I was a research engineer before law school; after a few years, I decided working in a lab was not for me, but what I did enjoy was analyzing the results and drafting reports and papers. I explored ways that I could use my interest in science and technology but do something that I liked more on a day-to-day basis, and settled on law school. I didn’t see myself in the courtroom, so I found my way to a corporate transactional practice with a specialty in technology and IP transactions, and I've never looked back!

Nigel Howard

The short version is that I got a chance early in my career to experience intellectual property work. I found the intrinsic subject matter so interesting, as well as the people - the entrepreneurs, technologists, and scientists - it really appealed to me and I knew that that's what I wanted to do as soon as I got a chance to work on it. This was back in the 1980s - at the time, I was told it was a dead end choice because there was no such thing as technology lawyers, and you shouldn't do such things. But I stuck with it because I was really interested in the area, and it proved to be a great career choice.

What is a typical day like in your practice?

Suzanne Bell

On a typical day, I work on a range of client matters, doing this like drafting, negotiating, advising clients, and reviewing associate work product. There's also non-client work such as meeting with a mentee or attending an office lunch; client development; conflicts checks and engagement letters; and client billing. I don’t necessarily do all of those things every day, but on a typical day much of what I just described comes into play. But, I could also be in negotiations all day long for a week or more at a time out of the country on a single big deal and not get any of those other things done!

Nigel Howard

There really is no typical day because each day is pretty varied and expecting the unexpected is a big feature for most lawyers, especially in our practice. There's usually some form of contract drafting and negotiation in a given day. I start the day by consuming a lot of news, as having that kind of context and awareness is crucial for what we do, since our technology practice doesn't exist in a vacuum, it's part of what's going on in commerce and society, and comes up in conversations with colleagues and clients.

What training and experience would you recommend for someone who is interested in your practice area?

Suzanne Bell

I would say take as many intellectual property, contracts, commercial and corporate law classes as are offered in law school, as it's really important to have that doctrinal foundation and these subjects inform a large part of what we do all day. Like a lot of legal disciplines, there's a lot of on the job training, but those core subjects are really important. I also suggest taking classes in related areas such as international business transactions and a clinic that requires drafting. You also have to love this area, think that intellectual property and technology are inherently interesting subjects, and be interested in reading the news every day about what's happening in the world of tech and the particular industries in which you work.

Nigel Howard

I think that the experience that people bring from previous careers or undergraduate studies are also very relevant too for our practice. One of the things that we're proudest of is that we've got a very diverse group in lots of different ways, including diversity of experience. The people in our group come from careers in business and the creative arts, and have developed different technical backgrounds. I think the fact that we have people with varied experiences, ideas, and talents really enriches the group and makes us as interesting and powerful group as we are.

What do you like best about your practice area?

Nigel Howard

What I like best about the lawyering we do is the interactions with the clients - to get to work with entrepreneurs, scientists, business people is really a privilege. Additionally, we often actually get to shape the direction of a company, its business, and its strategies. The product counseling aspect of our practice, helping products come to the market or working on a collaboration with two companies to bring a new service to the market is a thrill. Being part of something very positive is one of the things I like the most about what I do.

Suzanne Bell

I like seeing new technology and products and hearing what's going on in the tech world when it's still in the idea phase - being there at the very beginning and knowing about things long before they're actually products in the marketplace and even before there's a market. I was practicing law before the internet, mobile phones, smartphones, drones, and autonomous vehicles, and have loved working with companies developing technologies and products and services in those areas and then seeing them come to fruition.

What is unique about your practice area at Covington?

Nigel Howard

Although not “unique” features, there are aspects of our practice at Covington that are noteworthy.  The first is the amount of standalone technology transactions work we do.  In some firms, particularly on the East Coast, technology lawyers mainly act as a support function for other groups in the firm (e.g., IP specialist on a public offering or an M&A transaction). For the vast majority of our work at Covington we act as the lead lawyers on the technology deals. Another feature of our practice that I particularly like is that we're involved in the day-to-day operations of our clients, so we have an ongoing relationship with them, as opposed to only being involved with discreet or episodic projects.

Suzanne Bell

The large and deep regulatory practices at the firm and our large international footprint make us uniquely able to do complicated cross-border transactions across a range of industries and geographies.

What kind of experience can summer and junior associates expect to gain in this practice area at Covington?

Nigel Howard

Summer and junior associates can expect to get a very realistic experience of what it's like to work here. We get them involved in drafting, negotiation, and collaborating on projects from day one, even in the summer associate program. We give junior associates the chance to actually participate in negotiations, interact with clients, so a lot of hands on work experience.

Suzanne Bell

Summer associates will know exactly what our practice is like by the end of the summer, and both summer and junior associates dive right in.

How do you envision this practice area will evolve in the future?

Nigel Howard

I'm very bullish about this practice area and its prospects for growth.  There's an ever growing need for our technology lawyers in all facets of commercial activity, so I see us being involved with even more industries as they all become increasingly impacted by technology. I also think there will be an evolution in the way in which we use technology in our practice and in the delivery of our services.

Suzanne Bell

I would say whatever technologies are on the forefront of people's minds is where you'll see us practicing. For example, generative AI is the word of the day, and we're doing a lot with clients in that area. And so next year, and in 10 years, our practice will be focused on whatever the new technologies are at that time.