Meet partner Allison Leopold Tilley, who just celebrated her 25th anniversary with one of the world’s largest firms (Pillsbury). Tilley has thrived in this 650+ firm, as shown by her years in practice and the deals she’s been a part of. Have you heard of WebEx or Cisco? Tilley worked on the M&A transaction involving those two companies, as one example among many.
In this interview, Tilley shares with us what it’s like to live and work in Silicon Valley, why she loves representing clients working on technology that doesn’t exist (but will soon be in the palm of your hand), what it is about tech entrepreneurs that makes them successful (hint: they’re a different breed), and why these entrepreneurs and venture capitalists don’t give a hoot about your long, perfectly-drafted document.
About the Lawyer
Who are you and where are you from?
Allison Leopold Tilley from the Silicon Valley in California.
Where did you go to law school?
What type of law do you practice?
Corporate securities law for technology companies.
Where do you practice and what’s the size of your firm?
I’m a partner at Pillsbury Winthrop Shaw Pittman, LLP located in Palo Alto, California. The firm has approximately 650 lawyers.
What’s the history of your firm?
My firm has a long history that began during the industrial age and continues into today’s digital economy. In the late 1800s we incorporated our first start-up, Standard Oil, the predecessor to Chevron. And 105 years later we advised Chevron in its $18.5B acquisition of Unocal. We enforced the first patent for an X-ray machine used in the treatment of cancer in 1940; launched the nation’s first nuclear energy practice in 1960; and advised on the formation of the Intel Corporation in 1968. In 1970, we took the first New York Stock Exchange member firm public; in 1987, won an important decision from the U.S. Supreme Court allowing states to regulate corporate takeovers; registered the first trademark for a dotcom in 1994; and facilitated a record $2.2B public offering for Network Solutions, Inc. in 2000. We continue to work on cutting-edge legal matters including formation, mergers & acquisitions, and IPOs for some of the world’s leading technology companies.
How long have you been practicing?
I just celebrated my 25th anniversary with the firm.
Have you always been a lawyer or did you have a prior career?
I was born a lawyer (according to my parents). I went straight through college and law school and joined Pillsbury as my first “real” job.
A Day in the Life
Describe a typical day.
I wake up at 5 or 5:30 a.m. to run or go to CrossFit but check my inbox and respond to anything urgent before heading out the door. I respond again around 7 a.m. before I get ready for work. I get to the office between 8 and 8:45 a.m. depending on whether or not I dropped one of my kids at school or if I had a breakfast meeting with an entrepreneur. Fortunately, I live close to the office—an excellent piece of advice I received from a colleague in my early days of working motherhood.
But my days are never the same. I never know when I walk in the door how the day will end up. The only thing I can count on is that whatever I planned to get done that day won’t actually be what I do.
Here’s what a day might involve:
- Multiple meetings with existing clients, potential clients, and team members
- Reviewing agreements
- Responding to emails (which can be hundreds, like a lot of lawyers)
There are also board meetings. Whether or not I have them depends on the day of the week and the week of the month. Venture capitalists have in-house meetings on Mondays, so there are never board meetings on Mondays, and VCs generally don’t like to have them on Fridays.
And companies don’t like to have board meetings the first week of the month because their financials aren’t done yet.
Public companies like to have their board meetings after the end of the quarter. I often have lunch meetings with clients, the occasional closing dinner or client dinner and I get home between 7:30 p.m. and much later if we are in the middle of a negotiation.
How many hours would you say you work per week on average?
55-80 depending on what transactions I have going at any given time and whether or not I have to travel.
How many transactions or representations do you typically juggle at any given time?
It depends on the size of the matter. You can juggle multiple private financings at the same time but it is much harder when you are leading a billion dollar M&A transaction. In addition to the transactions I always have the day-to-day representation of my clients so you never know what will come up for them. It might be a simple matter like needing board approval or hiring/firing an employee or it might be the random call that the FBI is in the lobby and the client is asking, “What do I do?” The good news is that we have client teams so we work together to make sure that all of our clients are getting answers quickly and that their transactions all receive top priority and keep moving forward no matter what else is going on.
What’s the most challenging transaction you’ve dealt with?
The most challenging transactions tend to be the complex M&A transactions with employees and assets all around the globe. Juggling the need to get the transaction done quickly while dealing with anti-trust regulations, employment law and governmental requirements and multiple jurisdictions can make the deals very complex. It is also what makes them very interesting and fun to work on.
The sale of Mission West at the end of last year was a very challenging transaction. We were selling a public REIT for $1.3B, working hard to get it done in a short period of time before year-end and spinning off a portion of the assets in the process. There were multiple buyers, 85+ properties and public company regulations as well as REIT rules.
What’s been your most challenging or toughest encounter with someone on the other side of the table?
I think the most challenging interactions are when the attorneys on the other side engage in bold lies but tell them with a straight face. Some people think that is a good way to negotiate but I really don’t have any respect for it. If you can’t make your argument with the facts or the law then don’t just make something up. I also find it difficult when attorneys take on the emotions of their client. If the two clients are arguing or don’t like one another it doesn’t mean the attorney needs to follow suit. It is actually more productive if the attorney can remain calm and provide advice that is not filled with emotion.
What would you say is the most challenging aspect of your work?
Keeping up-to-date with technology. We work with companies in all different areas and it is important to at least have a base understanding of what your client does. So whether it is online businesses, cloud computing, big data, semi-conductors, social media or the like, I need to have an understanding of what it is and how it works. It keeps me on my toes.
What’s been your biggest accomplishment as a lawyer so far?
Building a successful practice, doing well within my firm and community while hopefully being a good mother at the same time. I believe that I serve as a role model for the younger attorneys coming up through the ranks and if I can help lead the way for them then I consider that a great success. More importantly, if I can set a good example for my daughters as to how to juggle a life and career then I will consider that a great accomplishment.
Why did you become a lawyer?
I wanted to do something challenging that involved working with people and that allowed me to combine my love of negotiating with my love of business.
What do you think is your best trait or quality as a lawyer?
I really listen to my clients and give them sound, commonsense advice. I work hard not to be the lawyer that gives lawyers a bad name but rather to be the trusted business advisor clients value.
Any advice for law students or young lawyers who might consider walking in your shoes and going into business law?
I think it is a great and fulfilling career but you have to be passionate about it. There are always things you have to do on a daily basis that are more routine but if there is nothing about the business that gets you excited then it is too difficult of a job to endure. For me getting a new client or a new deal, solving a complex issue or learning a new technology really fires me up so you have to find those things that make you want to get out of bed in the morning.
What’s your advice for someone interested in working in Silicon Valley?
Come on down! We think it is the center of the universe and it is an awesome place to work. It is however very much a place where it is important to have connections so you really need to immerse yourself in the Valley to fully participate.
Now, to the Meat: Practicing Business Law in Silicon Valley
Tell me a little about the practice of mergers & acquisitions. On a broad level, what is M&A all about? Why should we care about it? What does it accomplish?
M&A is about the purchase and sale of a business but more importantly it is often about the realization of a dream. Some folks get together and start a company, work hard for years, recruit others to join them and then hopefully have a successful exit event where they not only achieve some wealth or comfort for themselves and their families but they find a good “home” for the company that they have built. Often that means finding a buyer who can take the business to the next level by either infusing capital or combining it with their business to make it stronger as a whole. We should care about M&A because it occurs on a daily basis and it is how businesses grow and change throughout the world, including law firms and media outlets. It accomplishes a transference of wealth and tremendous growth in business. That’s what makes it fun.
Tell me a little about representing venture capitalists and how it relates to M&A.
Venture capitalists are part of the ecosystem of the Valley. In order for so many companies to get started, they need the funds and advice of the VCs. Then they grow, get sold. Sometimes those entrepreneurs become VCs themselves. Many of the best VCs were entrepreneurs and/or held operating roles in companies in their past lives.
Generally describe the working environment in Silicon Valley. What’s it like?
Silicon Valley is a bustling place—no other quite like it on the planet. The general environment these days is optimistic. There’s traffic on Page Mill Road and you have to make lunch reservations to get a table so this is my unofficial sign that the economy is picking up. People in the Valley are innovative, smart and creative. That combination always makes for an interesting workday.
As far as my law firm is concerned, I’ve been with Pillsbury for over 25 years and many others at the firm have been there for 5+ or 10+ years. This is remarkable because in the Silicon Valley two years at any job is a long time. But I can’t imagine going to work anywhere else and I truly enjoy my colleagues, many of whom have become dear friends.
What kinds of challenges do your clients face?
Many of our clients are creating new technologies or markets that don’t exist. So they’re doing something very complex while at the same time finding funding, recruiting talent, and trying to beat the other guy to market. Often they’re going head-to-head with a major public company, so they’ve got to get people to take them seriously. All of these challenges would make mere mortals run away. But entrepreneurs are a different breed.
How do you earn your fees?
It’s a mix. Generally we bill hourly, but we also do alternative arrangements like contingent fees or premiums at the end of a transaction. Sometimes we take equity.
What do you love about your job?
The people I work with and getting to know the people who work at my clients’ companies. I’ve developed many long-term friendships. The best thing about the Valley is that even if you sell a company, those folks end up working somewhere new, so you have a chance to work together again. We call them serial entrepreneurs. I have several that I’ve worked with in 5+ companies over the years. I love negotiating complex transactions and watching a company that may have started with only two people (in the garage, of course) become a multi-national public company. I love when a piece of technology that was only a glimmer in a student’s eye becomes something people use in their everyday lives.
Everyone says this, but there are only so many hours in a day. In terms of what I’d like to do, I just can’t work with all of the entrepreneurs I come across, which is a shame. It would be great if you could work with an unlimited number of companies, because that’s what I really love most about the work: advising start-ups and helping them get off the ground.
Describe your office space.
Pillsbury’s Silicon Valley office is located in the heart of Palo Alto. We’re close to everything—the VCs, corporations (HP and SAP are literally across the street and around the corner), entrepreneurs, Stanford University, great restaurants, and hiking and running trails. As far as our office space, we are in a lovely building off of Hanover Street with lots of windows and light. And there’s parking, a rare commodity in the Valley. The conference space on the first floor opens to an outdoor patio, which is great in the summer for lunches and evening receptions and internal staff and attorney get-togethers. My office is at the northwest corner of the building on the second floor and has all of the state-of-the-art electronics and business equipment, plus the personal touches like pictures of my family, awards I’ve received, and fun artwork.
What’s your go-to handbook or primer for someone interested in getting into M&A work?
What is life outside of work?
I have three kids ranging from elementary school to college so family time is a big part of my outside life. Also having grown up in the Bay Area I have lots of friends and family around so my favorite thing to do is spend time with them. I’m very active and like to run, bike, hike, ski and do anything I can outdoors. I’ve been running half-marathons and 10Ks with my running group lately so that has been a lot of fun. I spend time in my vegetable garden and cook whenever I get the chance. I love to travel and we try to plan a big trip every other year to see a new part of the world. I also like to read but admit I’m always behind on the books for my book club.
What are your favorite spots in Palo Alto or greater California?
One of the best parts of the Bay Area are all the great restaurants. Hard to name them all but I love the Los Altos Grill, Kabul’s (Afghan), Indo (Singaporean), Tamarine (Vietnamese) and the Valley classic Chef Chu’s (Chinese). The Celadon in Napa is one of my favorites. For outdoor life hiking “the dish” at Stanford is not to be missed.
How can Lawyerist readers get in touch with you?
- Web: pillsburylaw.com/allison
- Email: email@example.com
And One Final Question
What makes a lawyer great?
To be a great lawyer you have to start with the basics—you need good legal skills and an extensive knowledge of the law, but then you’ve got to go beyond that. You must really understand your clients and their businesses and what is important to them. Silicon Valley clients don’t care as much about long, perfectly-drafted documents. They care about having useful, quick, correct answers that help them move their business forward.