Paul S. Scrivano

As global head of the Ropes & Gray’s mergers and acquisitions practice, Scrivano’s practice is a balancing act that often involves deals with billions of dollars on the line. Scrivano said one of the greatest threats to pulling off a deal successfully can be simple time.

“Time tends to kill deals,” Scrivano said, adding that the more time that passes, the more opportunities there are for a deal to falter. Scrivano said myriad pitfalls tend to arise in complex deals, a situation he encountered while representing Mentor Graphics Inc. in its $4.5 billion acquisition by Siemens AG. Scrivano said the deal involved negotiating with U.S. and European regulators and dueling with activist shareholders, and that was before news of the deal leaked in the media. Scrivano said it was also a landmark sale in that it was the first push by a classic industrial company into the heart of U.S. high technology.

Also notable was Scrivano’s negotiation of a so-called, “hell or high water” clause in the sale wherein Siemens agreed to not only go to any lengths to obtain antitrust approval for the sale, but also to do the same to satisfy The Committee on Foreign Investment in the United States or CFIUS, the U.S. organization charged with regulating mergers and acquisition that involve foreign entities investing in or buying U.S. assets in the high technology and national security spaces.

“It’s remarkable to get an unqualified ‘hell or high water’ provision in M&A deals generally,” Scrivano said. “To then wrap CFIUS into that, I don’t think there’s any other deal that’s done that.” Scrivano said in his view, deals such as the acquisition of Mentor Graphics by Siemens were not a one-off and that he expected to see accelerated consolidation in the high technology arena.

“You’re going to continue to see the semiconductor consolidation wave continue,” Scrivano said. “You’re also going to see a meaningful uptick in M&A activity in the cloud computing space,” he added, noting that he expected to see more mergers in the health care and media businesses as well.

— Chase DiFeliciantonio