CULR online editor Ned Brose went to Vestar Capital Partners, a private equity firm, to interview Steven Della Rocca, a Managing Director and General Counsel. He was previously a Partner at Latham and Watkins LLP, and is a graduate of both NYU Law and the Wharton School at the University of Pennsylvania.
N.B. Was there a particular moment when you decided you wanted to be a lawyer?
S.D.R. No, not really. I was an undergrad at Penn in the Wharton School, and I was an accounting finance major. It was fun, but I thought there was something more satisfying, so I thought about law school. I can’t say that there was one moment in time that I wanted to practice law, I just thought it was something worth investigating and ultimately I got into law school, went to NYU, and enjoyed it. More so for me than the business side of it when I was an undergrad. No aha moment, though.
N.B. You’ve done a lot of work with mergers and acquisitions, how did you find your way into this particular area of law?
S.D.R. It’s interesting, as I think you would hear from a lot of people, it’s a matter of luck and circumstance – for me, when I was looking for jobs in my second and third year in law school, one of the things I was looking for was something in business, but I wasn’t really sure. One of the things I liked was a tax course in law school – NYU is noted for its tax program especially on the LLM side. When I was interviewing at law schools my second and third year I was trying to find the best fit for me, and I ultimately wound up going to Latham and Watkins in Los Angeles. One thing that attracted me to Latham was the way they approached associates. They had what was called an unassigned program, where you were unassigned and you had to do work in a variety of areas. It gave me the opportunity to experience not only tax law, but I did some real estate law and litigation, and I started working on corporate transaction halfway or so through my first year. That was when it really clicked. From there, I wound up specializing in corporate and transactional law.
N.B. You mentioned the move from being a generalist to a specialist, and as we discussed at the launch event for our 2015 CULR spring journal, the practice of law has been commercialized and changed over time. What do you think is the breakdown between being a specialist and a generalist – it seems the market has shifted to those with specific skills in specific areas.
S.D.R. Certainly. In the kind of law I’ve been involved with, large corporate matters, the market has changed fairly dramatically. Even though I was a corporate lawyer, Latham allowed and encouraged generalization within the corporate practice. I did M and A work (Mergers and Acquisitions) and work with private equity funds, with corporate strategic buyers as they’re called, I bought and sold companies, stock deals, merger deals, and a lot of debt financing – I also represented public and private companies in general matters. I was able to stay a generalist during my time at Latham, which was unusual. As the transaction in the corporate area has gotten larger, and the pace has accelerated, it’s become part of the arsenal of any law firm to have people very specialized in these transactions, so they can get them done quickly. It’s virtually impossible to do the type of work I did early in my career at Latham today because of the economics – in my perspective it’s an unfortunate thing because I agree with the benefit to being a generalist. The kinds of recommendations and judgments that most benefit clients come from experience over the years – anything you do adds to that, so having done different things, over time can really help inform your decisions to the things clients are looking for at the end of the day.
N.B. You are a managing director and general counsel here at Vestar capital, what are things you do on a daily basis?
S.D.R. Part of the main business is making investments and realizing investments – it runs the gambit of corporate transactional mergers and acquisitions and regulations work – I do more in the planning and process stages now than I used to. In some respects it’s the good parts, not the time-consuming tedious parts. We have a company that we just signed an agreement to purchase early in the week. In addition, being a general counsel has an internal role, so I do a lot of work internally with regulations for our PE firm. There’s a lot that I do that isn’t per say legal. I handle HR matters, employment matters, I’m involved in IT work, and strategic business issues. I work together with the top managers the CEO and COO, as there are myriad issues and concerns that come up. So the job is legal, but more than that it’s strategic and business. To do that job at the high level, you need all those qualities to do it well.
N.B. Was there a mentor over your time that helped you figure out what you wanted to do? Was there a specific person?
S.D.R. I count myself lucky to have relationships with partners at Latham with whom I worked a lot – it was great to have people you could have confidence and trust in to be able to go to with questions, whose styles you could look at and how they dealt with situations. You could then say I’d like to incorporate that into how I do things. So I had three great relationships with mentors that gave me a lot to pick and choose from and become a good lawyer.
N.B. Thank you so much.