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Bruce K. Dallas

By James Getz | Sep. 20, 2017

Sep. 20, 2017

Bruce K. Dallas

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Davis Polk & Wardwell LLP

There are no physical gears in the machinery running between high finance and high technology, but Dallas makes sure the virtual gears mesh perfectly so investors and innovators can create high-stakes deals.

Dallas, a partner at Davis Polk’s Menlo Park office, deals in the world of underwriters, book-running managers, derivatives, high-yield debt, initial public offerings — and billions of dollars. To keep the gears meshing, he has three roles.

The first is doing due diligence on companies, to ensure what they are reporting is supportable. No one in a deal wants to get caught in a “Bernie Madoff” situation. If a company lies, “then the underwriter can get sued for the investors’ losses, unless the underwriter has done due diligence,” Dallas explained.

Second is making sure every facet in the deal meets Securities and Exchange Commission rules. “There are a lot of ‘gotcha’ rules,” Dallas said. “So one of the roles for counsel is to make sure you don’t run afoul of those rules.“ Finally, Dallas’ third role is documenting the agreement.

Dallas said his job offers creative challenges. “The fun stuff is a structure that hasn’t been done before and figuring out if the SEC rules allow it,” he said, “or figuring out a company like Twitter, in a competitive environment with competing ad revenues where it might not succeed.”

To Dallas, his most interesting deal recently was a $200 million transaction by BeiGene, a biopharmaceutical company. One of the financial advisers had a conflict under the federal Investment Adviser Act that could have derailed the deal, “but we came up with a structure that worked for one of the investors,” Dallas said.

One of his longest-running clients is Comcast, for which he has done more than $65 billion worth of debt issuance in 25 years. The company uses what’s known as Formosa bond issues, sold to Taiwanese investors, to raise money to build out its cable network.

“What’s interesting about the transaction is that some of things you take for granted here don’t work there,” Dallas said. “Here, everything is done in fax pages. There, you have to have pen-and-ink documents. And there is no overlap in business hours. You wind up doing a lot of things at 2:00 in the morning just to have them done in advance and well done on the execution side.”

Dallas said his three roles boil down to being in the client service business. “I think being responsive, available and knowledgeable is what causes clients to come back,” he said.

— James Getz

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