Managing M&A at Shearman & Sterling
This article is from the archive of The New York Sun before the launch of its new website in 2022. The Sun has neither altered nor updated such articles but will seek to correct any errors, mis-categorizations or other problems introduced during transfer.

Imagine for a moment trying to manage 1,000 lawyers. That, roughly, is the job description for senior partner at Shearman & Sterling, David Heleniak. No doubt his days as a tackle on the University of Michigan football team taught him a few things about leverage and positioning that come in handy in the inevitable skirmishes.
Founded in 1873, Shearman and Sterling is one of the country’s leading law firms, with estimated revenues of $750 million. Its colorful history includes defending the notable preacher Henry Ward Beecher against adultery charges, representing depositors trying to reclaim funds confiscated by the Bolsheviks in 1917, helping the robber baron Jay Gould fight for control of American railroads, and assisting in brokering a deal to free the hostages in Iran. Colorful, indeed.
Today the firm is particularly well known for its expertise in international corporate law. Long before the investment banks could locate Abu Dhabi on a map, Shearman & Sterling had opened an office in that wealthy city, providing counsel to the National Oil Company. Early on, too, S&S moved into Hong Kong, in order to provide legal services to Chinese companies doing business with the West.
Mr. Heleniak’s successful route to the top of his firm may well have been accelerated by his enthusiastic participation in S&S’s overseas expansion. Junior partners are often wary of being shipped off to exotic destinations, concerned that they will be far from the mothership from which promotions flow. However, Mr. Heleniak could hardly wait to move to Hong Kong in 1981, wife in tow, and undertake the delicate task of helping escort an emerging China into the twentieth century.
It was an auspicious move. The firm’s connections in China ran deep, and provided the young partner with unparalleled access. Indeed, his first night in Hong Kong he had dinner with future president Jiang Zemin, who was involved in China’s State Commission on Imports and Exports at the time. Through such encounters Mr. Heleniak was able to participate in some of China’s earliest business deals with the west, such as representing China National Coal Development Corporation in a ground-breaking joint venture with Occidental Petroleum.
Earlier on, wanderlust had also led Mr. Heleniak to secure a master’s degree in economics from the London School of Economics. Back home, he spent a few years teaching economics at the University of Wisconsin before succumbing to a long-standing ambition and entering Columbia Law School.
Mr. Heleniak joined Shearman & Sterling in 1974, working initially in the London office. After a few years, he left the firm to follow a senior partner and Deputy Secretary of the Treasury, Robert Carswell, to Washington. He served in the Treasury Department for three years, during which time the government did its first overseas borrowing in foreign currencies, nicknamed the Carter bonds, and also helped in the bailout of New York City.
It was not a dull time at the Treasury, with the economy reeling from unprecedented high interest rates and inflation; there was room for innovative solutions and creative thinking. Mr. Heleniak’s contributions to these efforts were such that when he left Washington in 1979, Shearman & Sterling enthusiastically welcomed him back.
Soon thereafter, he became a partner. He had spent five years at the firm; most lawyers become partners only after eight or even 10 years. Clearly, his star was rising
After his assignment in Hong Kong, Mr. Heleniak joined a nascent mergers and acquisitions (M&A) division. The firm was for the first time organizing into specialty groups, and management had decided to take on the entrenched leaders in this most lucrative but often contentious field – Wachtel, Lipton and Skadden, Arps, Slate, Meagher, and Flom.
In due course, Mr. Heleniak became the head of the M&A practice, which grew into the firm’s major profit center. He was involved in a long list of impressive transactions, including the mergers of Citicorp and Travelers, Sandoz and Ciba-Geigy, Fort Howard and James River, and Robertson, Stephens and BankAmerica. He also worked with Viacom in its acquisitions of Paramount and Blockbuster, with Phelps Dodge in its takeover of Cyprus Amex and Asarco, and on many other deals too numerous to list here.
Today the league tables consistently rank Shearman & Sterling as a top player in this field. Undoubtedly, Mr. Heleniak’s ascent in the firm has stemmed in part from this achievement.
Mr. Heleniak took over as senior partner in 2001, just before September 11, 2001. It was unfortunate timing. Shearman & Sterling’s practice suffered a major downdraft following the attacks, as the flow of investment banking deals collapsed and the economy went into recession.
Unhappily, the firm had been on a hiring spree, inspired by the loss of lawyers to dot-com companies and by robust demand. One of Mr. Heleniak’s first chores was to oversee the first layoffs in S&S’s proud 130-year-plus history. Although fewer than 10% of the firm’s employees were let go, it was a blow to the corporate culture that still provokes nasty commentary in legal chat rooms.
Today, Mr. Heleniak is focused on broadening the company’s portfolio and thus dampening the cyclicality so keenly felt in 2002. Historically, Shearman & Sterling has been heavily tied to the capital markets; his ambition is to lessen that dependence.
Litigation, which for other New York firms can account for 35% of revenues (and as much as 45% for firms outside of New York), contributes only 20% of S&S billings. Mr. Heleniak intends to bolster this activity and has taken the bold move of bringing in a leading litigator from another firm. Fortunately, Shearman & Sterling’s reputation is such that it has long been able to woo top lawyers.
Mr. Heleniak also wants to build the firm’s bankruptcy practice, which defines counter-cyclicality, as well as legal representation in the relatively stable investment management arena, where S&S is already a leader.
He also targets continued expansion overseas. While initially Shearman & Sterling and its competitors operated internationally, practicing American law for foreign and domestic clients, today the firm is competitive in local markets as well. Mr. Heleniak judges it, for instance, the best non-European law firm in Europe. Approximately 35% of S&S’s lawyers work in Europe. S&S is one of the top three firms in M&A work in Germany, and one of the top three doing program finance work in Britain. A notable coup was advising on the 2002 financing of the new Wembly Stadium in Britain, a project assessed at more than $1 billion.
All in all, Shearman & Sterling appears to have recovered from the hiccup of 2001 and is again prospering. If past successes are any guide, Mr. Heleniak’s efforts to broaden the firm’s activities should help it navigate the next downturn more smoothly. With luck, it may be another 130 years before the next round of layoffs.