As one of Wall Street’s top dealmakers, Nancy Lieberman has built a reputation for never backing down. When a tragic event forever changed her life, she stuck to her winning approach.
BY JENNIFER FREY
PORTRAIT BY JULIANNA THOMAS
On Christmas Eve 2007, Nancy Lieberman LLM ’81 was taking a ski vacation with her family in Telluride, Colorado. Riding the triple-chairlift with her husband, Mark Ellman, she had been planning to get off at an intermediate station until a fellow skier persuaded the couple to go to the summit. “‘Oh, it’s such a beautiful day,’” Lieberman recalls him saying. They continued on to the top of the mountain.
Lieberman wasn’t one to be intimidated by difficult terrain. In her decades as an attorney, she had risen to the top of New York’s competitive mergers and acquisitions (M&A) field and was a respected dealmaker at Skadden, Arps, Slate, Meagher & Flom. She had just come off a banner year, racking up the most billable hours in her career. Consuming many of those hours was a complicated three-way deal in which her client, Great Plains Energy Inc., was trying to acquire another company while simultaneously selling off assets to a third. Shepherding this transaction required all of her keen technical and management skills—not to mention steely resolve.
Terry D. Bassham, who was then chief financial officer of Great Plains and is now chief executive, says it was Lieberman’s fortitude that got them past a critical point. The target company, Aquila, was demanding more money and threatening to walk. “Nancy and I turned and looked at each other,” Bassham recalls. “We didn’t say a word. She just had, as only she can have, this very firm look that we didn’t need to budge one inch. I trusted her. We turned back to the lawyer and said, ‘Well, this is as far as we can go.’”
Lieberman’s command of the negotiating table paid off; the deal closed in 2008 for $2.7 billion.
Having taken up skiing at the age of 11, Lieberman regularly honed her skills on the icy runs of Vermont. But as she entered the not particularly steep slope in Telluride, something went wrong. “I caught an edge; I couldn’t stop myself,” she says. “I don’t remember seeing anything, although I knew it was bad, and I was going fast and just hoping I’d get out of it. I hit a tree. I heard my neck snap, and that was it.”
She came out of surgery a quadriplegic with limited lung capacity. Her prognosis was grim: the doctors told her she would never walk again. “Period, the end,” she says. “That’s a hard thing to hear when you’re a can-do person.”
BECOMING NANCY LIEBERMAN
Up until that time, there was little Lieberman couldn’t do. Preternaturally determined, with an outsize sense of purpose, Lieberman decided to become a lawyer at the age of 12. Her cousin was a litigator, and she took note of his “exciting job in a big Chicago law firm,” she says. Exactly what a lawyer did was still a mystery to her, but she was fairly certain that if she followed in his footsteps, “the world would be my oyster.”
Her father, Eli, a traveling salesman who became a builder, was the biggest influence on her drive. The onetime Jeopardy! champion pushed Lieberman to excel. If she came home with a score of 98 on a test, recalls sister Jane Warren, he would say, “What happened to the other two points?” Her mother, Elayne, a homemaker and amateur interior decorator who sported red hair “like Lucy” and a larger-than-life personality, imparted her sense of style to Lieberman.
The family, which also includes a brother, Gary Lieberman, lived “an idyllic, Leave It to Beaver-ish” life in Little Neck, Queens, Lieberman says. “We didn’t have buckets of money, but we had amazing times,” echoes Warren. Still, Lieberman was eager to get out into the world. She raced through her education, skipping eighth grade and finishing high school at 16. While attending the University of Rochester, she persuaded the dean of arts and sciences to allow her to combine her last year of college with the first year of law school. She entered the University of Chicago Law School at 19—several years younger than her peers—which proved to be somewhat daunting.
“I was lost, like a deer with my eyes in the headlights,” she says, recalling a particularly telling incident from her Torts class. Professor Richard Epstein, now the Laurence A. Tisch Professor of Law at NYU Law, was pacing up and down the classroom pressing students to define a tort. No one could provide an answer that would satisfy him, and eventually he got to Lieberman. “Honestly, I had no idea,” she recounts. “So I blurted out, ‘It depends, strawberry or apple?’”
Epstein and Professor Geoffrey Stone, who later became dean of the University of Chicago Law School, took Lieberman under their wings. “She seemed like someone who was quite promising, but could use some reinforcement. She had to get over that barrier of self-doubt,” says Stone. “The two of them helped me flip the switch,” Lieberman says.
By her third year of law school, she was confident and self-assured. When Epstein grilled her again, this time with questions regarding a particular case in his class on tax law, she had the answers. Impressed, he handed her the chalk and asked her to teach the class. “By sheer force of will and intelligence she mastered the material. Then she took on the large world, myself included,” says Epstein.
Earning her law degree in 1979 at age 22, Lieberman clerked for Judge Henry A. Politz of the US Court of Appeals for the Fifth Circuit in New Orleans. Then in 1980, Lieberman entered NYU Law for her LLM in tax. She studied with Charles Lyon, who served as deputy chief prosecutor at the Nuremberg trials before chairing the NYU tax law department, and with James Eustice LLM ’58, a legendary figure in the field. She credits her time at NYU for providing her with a deep understanding of tax law. “[It] gave me a superb grounding and sensitivity to the tax implications of every transaction, which I was able to incorporate into my M&A practice over the years. It was a fantastic experience.” After graduating from NYU, she became an associate at Skadden in 1981, at age 24.
MERGER MANIA
Skadden was a revelation to Lieberman—contemporary (in comparison to the white-shoe firms of the time) and staffed with lawyers who were doing enterprising and bold work. “You felt like there was electricity pulsing through the floors,” says Lieberman.
One area that sparked her interest was the frenetic world of mergers and acquisitions, especially the hostile takeovers that came to define the ’80s. “It was sort of like the Wild West. The rules were first being written,” she says. With the old-line Wall Street firms generally avoiding that kind of work, Skadden seized on an opportunity and quickly became a dominant player in M&A, as it is today.
In 1985, Lieberman was consumed with the then-largest non-oil deal in the world—the $12 billion merger combining aerospace and automotive conglomerates Allied Corporation and the Signal Companies (the merged companies are now known as Honeywell). In this pressure-cooker environment, says former Skadden associate Pamela Fox, Lieberman never lost her cool. “She came to my office in a whirlwind, her arms full of black binders. ‘We need to do this, we need to get that,’ she told me, listing 100 things that had to be done by the next morning. Then she stopped, looked at my briefcase, and said: ‘Bottega Veneta? We’re going to get along just great.’”
Lieberman proceeded to draft the Allied merger agreement, her first ever from scratch, and with none of the databases available today, under a 12-hour deadline. “It was sink or swim. If you were good, you’d figure it out. It was a great feeling of empowerment,” says Lieberman.
The following year she helped United States Steel Corporation fend off a takeover bid by Carl Icahn. Dealing with Icahn was a lesson in itself. She would draft an agreement one day, only to have him change his mind the next. The parties would insist she join them for dinner even though she still faced hours of work. “I’d be sitting there with the leading investment bankers in the world—the heads of M&A. It was exhilarating,” she says.
Whether it was at dinner or a negotiating session, Lieberman was often the only woman at the table. But she doesn’t focus on experiences of discrimination. “You wanted to be treated like one of the boys,” she says, crediting Skadden’s famed partner Joseph Flom for creating an environment where women could flourish.
In 1987, at the age of 30, Lieberman became Skadden’s youngest partner ever—a record she still holds. “I got to work on all these great deals. I went to China before it really changed … traveled all over the world … and then became partner. What could be better?” Lieberman exclaims. But her greatest challenge was ahead.
WORKING HER WAY BACK
Following her injury, Lieberman was told that about 80 percent of spinal cord patients never return to work. She would have none of that. As an attorney, Lieberman had built a reputation for her skill at targeting a problem and inventing a novel way to break an impasse. And in addressing her injury, she took the same approach. While in recovery at Mount Sinai Hospital in New York, she received a visit from Dr. Mark Noble, director of stem cell and regenerative medicine at her alma mater, the University of Rochester. His team was conducting research in cell transplantation therapy and seeing promising results for spinal cord injuries. Though commercialization of his research was still years away, he thought she might be a candidate for robotics-based rehabilitation therapy at the Burke Medical Research Institute. He was right.
Burke’s robotics program gave Lieberman a meaningful degree of upper arm movement. With hard-fought rehabilitation, she regained use of her arms and can now wiggle her fingers. Lieberman went back to Skadden in early 2009, just over a year after the accident. To accommodate her disability, the firm hired a consultant to make the office accessible and was ready to change the configuration of her office and buy a new desk plus other assistive devices. “They pulled out all the stops,” says Lieberman. “But the one thing that someone like me wants is for everything to be the way it used to be.” So she had her desk elevated and accepted the firm’s offer to invest in a voice recognition system to take dictation and compose e-mails. She also types using pointers taped to her hands.
“It was a very hard recovery, make no bones about it. But I had every reason to live,” says Lieberman, who turns 60 in December. “I knew I couldn’t have 100 percent of my life back, but I knew I could get at least 90 or 95 percent. That was my goal, and I think I achieved a lot of it. I couldn’t let my family down.” Love and support from Ellman, founder and president of Celestial Capital Group, a real estate private equity investment firm, and their son, Eric, who was eight years old at the time of the accident, as well as from extended family, friends, and business associates, sustained her.
During her rehabilitation, Lieberman’s clients visited her to offer their support and to ascertain her capabilities. “They wanted to know whether I had the stamina, the wherewithal, whether I was someone who could still work hard and be available,” she says. The majority of them assured her that they didn’t hire her for her pretty handwriting. “They’d say, ‘You’ve got your brain, and that’s what I care about.’”
Though Lieberman can’t put the injury behind her completely, she has hardly slowed down. Just three years after returning to work, she handled a complex deal for Amylin Pharmaceuticals with the tenacity and skill she is known for, and it won her renewed recognition.
A small biotech, Amylin had joined with Eli Lilly in 2002 to develop and market drugs to treat diabetes. But in early 2011, Amylin learned that Lilly had struck a deal with another pharmaceutical company to market a rival diabetes drug. Lieberman pushed Amylin to negotiate to wrest two drugs back from Lilly. Talks hit a “brick wall,” according to Lieberman, so the Skadden team, which she led, recommended that Amylin sue Lilly for breach of contract.
While saying the suit had no merit, Lilly agreed to resume talks. Lieberman worked out an innovative deal that allowed Amylin to buy back the drugs for $1.6 billion with a smaller up-front fee—$250 million—and the rest contingent on Amylin’s getting FDA approval on a new once-a-week diabetes drug being developed and hitting certain revenue targets for it. “If the new drug flopped, we’d still own it, and we wouldn’t have to pay them tons of money,” she says. Lieberman and her team also made sure that the contract allowed Amylin to find a new partner without Lilly’s interference. And that’s what Amylin did, selling itself to Bristol-Myers for $7 billion in 2012, representing a 50 percent increase from an initial bid just four months earlier.
For this masterful two-step transaction, the American Lawyer magazine named Lieberman a dealmaker of the year, and Law360 put her on its list of M&A MVPs.
Later that year, she helped Skadden client DigitalGlobe turn the tables on would-be acquirer GeoEye—all in a weekend. It started on Friday, May 4, 2012, when GeoEye, a satellite imagery company, released a bear-hug letter proposing to purchase rival DigitalGlobe for almost $800 million. Lieberman quickly set up a war room of executives and lawyers to work out a strategy. On Sunday night, DigitalGlobe released a three-page letter that rebuffed GeoEye and proposed instead that DigitalGlobe buy its rival—a tactic known as the “Pac-Man” defense. Less than three months later, DigitalGlobe announced plans to buy GeoEye for about $900 million, a deal that closed in 2013.
Lieberman continues to be a rainmaker, having brought in most of the clients on her roster. “Nancy has intense relationships with her clients,” says longtime Skadden colleague Mark Kaplan, and retains their business, he adds, when they move to other companies. She is also a valued mentor to her associates. Rather than marking up an associate’s draft and sending it back for revision, she’ll often take the time to go through her comments with the junior lawyer. “I’ve seen her do this on a Friday night, sparing the associate from a weekend of spinning wheels, trying to figure out what Nancy was getting at,” says Alexandra McCormack, a young partner who was a Lieberman protégée.
FIGHTING FOR A CURE
It’s been nearly nine years since the accident, and Lieberman has taken back her life, both professional and personal. She grows Sweet Williams in her kitchen to plant in her sister’s garden. She has ridden a camel in Morocco; gone on safari in Africa; and visited South America, China, and elsewhere, refusing to let her disability dent her passion for travel.
Lieberman is also directing some of her enormous energy and determination toward furthering progress in spinal cord injury research. When New York State cut crucial funding for spinal cord injury programs, including those dear to her— Dr. Mark Noble’s and Burke’s— she took action. Lieberman co-founded New Yorkers to Cure Paralysis in late 2013 to restore the funding. “We went up to Albany and lobbied the hell out of this,” she says. “I wasn’t going to give up, and I didn’t give up.” Not only did her lobbying succeed in getting the money restored, but Governor Andrew Cuomo appointed Lieberman director of the review board that oversees the fund’s allocation.
Lieberman has raised more than $750,000 for spinal cord injury research and is committed to finding a cure, she says, for people like a young girl she met who was paralyzed when struck by a stray bullet. “I’ve already had a great life. She’s only had 13 years.”
Though Lieberman is incredibly busy—“It’s hard to get a date with Nancy. Her calendar is very full,” says friend Marcy Syms—spending time with family still trumps all. “Her son Eric is the love of her life,” says her brother, Gary. She joins her husband, Mark, a serious sailboat racer, on leisurely sails. She also hosts Thanksgiving dinner for friends and family, taking charge in much the same way she does at Skadden. Assuming the role of executive chef, Lieberman oversees the making of the tradi-tional Nana Elayne’s Golden Vegetable Soup, “barking out orders … too much of this, too little of that,” says her sister, Jane Warren. Lieberman’s table, like her documents, must be just right. “The fork is one inch too high. The glass goes at 1:00 on the placemat, not 1:30,” says Warren.
People often tell Lieberman that she is courageous, strong, and what her family calls “the forbidden I word”—inspirational. “What they’re really saying to me is they would give up, and they could never cope with what I deal with on a daily basis,” she says. “After hearing this over and over I thought, life is fantastic, and I’m sure glad I’m not missing it. I could either whine or drink wine. I’d rather the latter.”
Jennifer Frey is a New York City–based writer.
September 2, 2016