STEPHEN GRAHAM
· MANAGING PARTNER,
FENWICK & WEST
· SECURITIES, CORPORATE, MERGERS
& ACQUISITIONS
· WASHINGTON SUPER LAWYERS:
2003–2011
· REPRESENTATIVE CLIENTS:
ACUCELA INC., AMNIS CORP.,
CARDIAC DIMENSIONS, OVP
VENTURE PARTNERS, SONOSITE
INC., THERACLONE SCIENCES.
says he and his wife, Joanne, were attracted
to the natural beauty and the ready access
to the out-of-doors. Perkins Coie was his
introduction to corporate and securities
work, and his avenue into a mergers and
acquisitions practice.
With a perspective gained from 35
years in practice, Graham assesses the
personality traits that make for a good M&A
lawyer. “I think the first quality you have to
have is to be an effective adviser—a good
communicator and a good negotiator.”
Gordon Davidson, chairman of Fenwick,
says that ability was one reason the firm
wanted Graham to open its Seattle office.
“He is a first-rate lawyer and business
counselor who has handled a number of very
complex transactions,” says Davidson.
Then there’s corporate warfare; Graham
explains that his hard-won skills were
developed on the battlefield—of board
games. “I used to play those complicated
games that lasted days when I was in junior
high,” Graham says. “I really think it led to
understanding how to think strategically,
how to do deals, how to move people in a
direction you want to move them in.”
There are similarities in working through
a merger or an acquisition, he notes: “[It]
is like warfare; you have to understand the
battlefield, understand the moving parts, be
ready to change and react in real time. You
need to focus on your objective, but know
that the way you reach your objective may
change—it’s not always a frontal assault.”
Graham recalls representing Immunex
Corp. in an effort to ward off a hostile takeover.
One of the company’s major shareholders,
American Home Products Corp. (AHP), had
made a play to buy the rest of Immunex’s
stock. “Both Steve Duzan, the CEO [of
Immunex] and Alan Frazier, the CFO, trusted
Steve and regularly asked him for advice,”
recalls Tom Alberg, a managing director at
Madrona Venture Group, who worked with
Graham at Perkins Coie.
