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americanlawyer.com December 2013

The GoLdenTouch

When law professor Kathleen Sullivan joined

Quinn Emanuel, it wasn’t clear that the

relationship would work. It has.

By Susan Beck

Cover.1213_TAL.indd 1 11/14/13 11:40 AM

In 2009 Bradley lerman got a phone call from a

former law school classmate. It was Kathleen Sullivan of the firm then called Quinn, Emanuel, Urquhart, Oliver & Hedges, and she and her partner, Faith Gay, had a proposal. They told Lerman, who was chief litigation counsel at Pfizer Inc., that they had noticed that his company had a case on appeal involving the Alien Tort Statute.

In recent years, plaintiffs have sued under that statute to try to hold corporations responsible for human rights abuses abroad. Sullivan and Gay knew a lot about that con-troversial law from successfully representing The Coca-Cola Company in two ATS cases, and asked Lerman if they could come by and spend 30 minutes talking to him. Ler-man hadn’t used Quinn Emanuel before, but he said sure.

“It was pure initiative on their part,” says Lerman, who had gone to Harvard Law School with Sullivan. Their analysis of the case was brilliant, he says, and Sullivan and Gay even offered to write a “shadow brief” for free, dem-onstrating a different approach from what Pfizer had taken. Lerman took them up on it and was impressed, but stayed with Kaye Scholer, which was handling the matter. After the U.S. Court of Appeals for the Second Circuit ruled against Pfizer in 2009—finding that the company could be sued over its testing of an experimental drug on children in Nigeria—Lerman hired Sullivan to write a certiorari peti-tion to the U.S. Supreme Court.

The high court didn’t grant cert, but Ler man soon af-terward chose Sullivan for another Pfizer case that did make it to the justices. In 2011 Sullivan convinced the court in Bruesewitz v. Wyeth that Wyeth (which Pfizer had acquired) was insulated by the National Childhood Vaccine

Injury Act from suits alleging defects in vaccines. “In terms of oral advocacy, I don’t think I’ve seen anybody better,” says Lerman, who is now executive vice president and gen-eral counsel of the Federal National Mortgage Association.

Now in her fifth year as a partner at Quinn Emanuel, the 58-year-old Sullivan is a singular success story. After spending more than two decades in academia as a profes-sor at Harvard Law School and Stanford Law School, in-cluding five years as Stanford Law’s dean, she’s proven she can compete in the world of big law. It’s fair to say that not many former elite law school deans would be willing to go around making cold calls to companies, hat in hand, ask-ing for work—and offering up free samples in the bargain. But that’s the culture of Quinn Emanuel, and the politic and personable Sullivan has fit in seamlessly. So much so that in 2010 the firm changed its name to Quinn, Eman-uel, Urquhart & Sullivan, making Sullivan the first female name partner of an Am Law 100 firm.

At Quinn, Sullivan has argued four Supreme Court cases and won three, including a prominent victory this spring for corporate America in Kiobel v. Royal Dutch Pe-troleum Co. That ruling will sharply limit the ability of plaintiffs to bring ATS cases in the United States. She’s also recently won major rulings for American Interna-tional Group, the Federal Housing Finance Agency, Sam-sung, Mattel Inc., Cisco Systems Inc. and Entergy Ser-vices Inc. At press time she didn’t have a case this term before the Supreme Court, but she had a cert petition pending for Pfizer on whether the company could be li-able under RICO for its off-label marketing of the anti-seizure drug Neurontin.

The Halo

EffEct When law professor Kathleen Sullivan joined the upstart

Quinn Emanuel in 2005, it wasn’t clear that this unusual pairing would work. It has.

P h o t 0 g r a p h B y B r a d Tr e n t

By Susan Beck

“I thought that a place that was very structured

and regImented would not be a place where I could flourIsh,” says sullIvan

(photographed at the fIrm’s new york offIce). “but I

thought I could flourIsh lIke crazy at QuInn.”

Within Quinn Emanuel, Sullivan has built from scratch a 43-law-yer appellate group at a firm that was previously known for trial work and that didn’t have a single appellate specialist. She’s also attracted top talent, recruiting some of her best former students and proving a draw to lateral partners across practice areas. Product liability pio-neer Sheila Birnbaum says that Sullivan and Gay were instrumental in convincing her to leave Skadden, Arps, Slate, Meagher & Flom this year and bring her huge practice and a group of 19 lawyers with her. “They were very persistent. But only in the nicest way,” says Birnbaum. In fact, it was Sullivan, then of counsel at Quinn Emanuel, who convinced Gay to leave White & Case in 2006. “We talked back and forth about how fun it would be to shape a firm,” recalls Gay, who now co-chairs the firm’s national trial practice group.

Back in 2005, when Sullivan joined Quinn Emanuel, it wasn’t at all obvious that this unusual alliance would work. But Sullivan has been willing to adapt, and hustle, to go on myriad client pitches and to provide leadership as the firm grew its appellate practice from scratch. New York partner Peter Calamari says Sullivan has been critical to the firm’s recent success. “She gave us a certain amount of respectability during an important transitional period for the firm,” he explains. “She changed how the world looked at us: from scrappy lawyers to a force to be reckoned with.”

When SullIvan Stepped doWn aS dean of Stanford laW

School in 2004, law firms didn’t line up to bid for her talents. For-mer deans aren’t expected to go into private practice. She returned to teaching and focused on creating the Stanford Constitutional Law Center. “I had no intention of joining a law firm,” she says. “None.”

Then an old friend, A. William Urquhart, contacted her out of the blue and suggested she join Quinn Emanuel. The two had worked together decades ago at Cravath, Swaine & Moore: Urquhart was an associate and Sullivan was a summer associate. At Cravath, the two spent time in Alabama representing workers in a pro bono racial discrimination case brought against the Tennessee Valley Authority that ultimately failed. They punctuated periods of hard work with beer runs to Tennessee to alleviate the challenges of staying in a dry

county. “I can’t tell you how many hundreds of thousands of summer associates I’ve known over the years,” Urquhart recalls with perhaps some exaggeration. “I’ve only stayed in touch with two. Kathleen is one of them.”

Urquhart thought Sullivan would be a nice addition to the firm because she was more than an academic; she had maintained a bou-tique appellate practice on the side. At Stanford, for instance, she was representing California wineries challenging the constitutionality of state laws banning certain interstate wine sales. She also knew almost anyone who mattered in the Silicon Valley business community.

John Quinn, who was also an associate at Cra-vath with Urquhart, confirms that it was Urqu-hart’s idea to recruit Sullivan. “Bill always has been a guy who had big goals and big ideas. More so than me,” says Quinn. “He said he thought there was a chance we could get Kathleen.”

To woo Sullivan, Urquhart sent her a goody box containing a bottle of Cristal champagne, a laptop, a BlackBerry, and a box of Quinn Emanuel business cards. More enticing to Sullivan, he gave her some case files of interesting matters that she could work on if she joined the firm. To close the deal, Urqu-hart and Quinn visited with her at her Palo Alto home. Sullivan agreed to join, but only part-time, becoming of counsel and working from the firm’s Silicon Valley office one day a week. She continued to teach full-time at Stanford.

Only when word got out about Sullivan’s move to Quinn Emanuel did other firms approach her. Some Stanford alumni were taken aback by the news. “They said: ‘Why didn’t you tell us you were

SullIvan’S docketKathleen Sullivan has had a productive year in 2013. Here are some of her victories.

kIoBel v. royal dutch petroleum co.: The U.S. Supreme Court ruled 9-0 that a company can’t be sued in the U.S. under the Alien Tort Statute for alleged human rights abuses occurring in a foreign country.

fhfa v. uBS et al.: Representing the Federal Housing Finance Authority, Sullivan persuaded the U.S. Court of Appeals for the Second Circuit that the statute of repose doesn’t bar the FHFA’s multibillion-dollar litigation against 18 major banks that sold mortgage-backed securities. UBS soon after settled for $885 million; JPMorgan Chase later settled for $4 billion.

alaSka WIlderneSS league v. epa: In one of a series of victories that Sullivan has won for Shell Offshore Inc. involving its drilling off the Alaskan coast, the U.S. Court of Appeals for the Ninth Circuit refused to revoke permits issued to Shell by the U.S. Environmental Protection Agency.

u.S. fIdelIty v. amerIcan re: Before the New York Court of Appeals, Sullivan helped win a 5-0 reversal of a $400 million insurance award on behalf of a pool of reinsurers.

mattel v. mga entertaInment: Sullivan convinced the Ninth Circuit to overturn a $172.5 million judgment against client Mattel in the long-running dispute over the rights to MGA’s Bratz dolls.

“We joked that Kathleen was our halo car. Back then nobody knew who the hell we were,” says Quinn name partner A. William Urquhart.

looking at law firms? You could have come to [our firm],’” Sullivan says. “They were all a little huffy.” Appellate advocate Maureen Mahoney of Latham & Watkins, who knew Sullivan, says she called her, but it was clear that Quinn Emanuel’s preemptive strike had worked. “She described it as a full court press,” Mahoney says. Sullivan says she didn’t consider other firms.

Sullivan was drawn to Quinn Emanuel’s litigation-only model, as well as its unconventional, loose structure. “I’m part of a group of partners that is regularly consulted on major decisions, but we don’t have a formal executive committee,” she says. Quinn manages the firm, and makes all compensation decisions, which he shares with the partners. (The firm has just one committee, for alternative fees.) Those with opinions on such things as promotions to partner, lat-eral hires and new offices can weigh in by email. Quinn remembers one time that Sullivan objected to a video on the firm’s website that showed a day in the life of a female associate. “Kathleen called me in the middle of the night in London,” he recalls. “She said, ‘This is not good.’ She thought it was cheesy and stagey. We pulled it right away.”

“I thought that a place that was very structured and regimented would not be a place where I could flourish,” Sullivan says, explaining that she was used to her independence as a dean and faculty member. “But I thought I could flourish like crazy at Quinn.”

Quinn Emanuel’s rise is unrivaled in recent years. No Am Law 200 firm has increased its revenue as quickly in the past 10 years without a merger. Today, Quinn Emanuel has roughly 700 lawyers spread across 15 offices, including nine locations overseas. Last year it reported rev-enue of $852 million. Its $4.435 million profits-per-partner is second only to Wachtell, Lipton, Rosen & Katz. As a name partner, Sullivan is likely one of the highest-paid woman lawyers in the country. “I’m very fortunate,” says Sullivan. “I make more than enough.”

But when Sullivan joined in 2005, Quinn Emanuel was considered a quirky West Coast outfit. It had about 250 lawyers, one office outside California, and its revenue of $194 million didn’t even qualify it for The Am Law 100. “Having Kathleen join us at the time was not so obvious a move,” says Quinn. “Our profile was nothing like what it is now.”

Urquhart admits that the move to hire Sullivan was in part moti-vated by the desire to get noticed. “Do you know what halo cars are?” he asks. “They’re exotic sports cars put into a showroom to attract young men, like a Corvette. We joked that Kathleen was our halo car. Back then nobody knew who the hell we were. … I don’t think we thought she would be as successful as she’s been.”

SullIvan fIrSt learned hoW to lItIgate By WorkIng at the side of Harvard Law School professor Laurence Tribe. The re-nowned constitutional scholar had tapped Sullivan when she was a student at Harvard Law to be a research assistant as he worked on several prominent cases, including a U.S. Supreme Court free speech

case. After a Second Circuit clerkship for the late Judge James Oakes in Brattleboro, Vt., Sullivan was deciding between Cravath and Paul, Weiss, Rifkind, Wharton & Garrison, where she had also spent a summer. Then Tribe made her a competing offer, enticing her with the chance to work on constitutional law cases. Although he was of-fering a salary of only $25,000 (half the going rate for first-year as-sociates), and she’d have to work out of the law school library, Sul-livan accepted. “Of course, Cravath and Paul Weiss both thought I had lost my mind,” Sullivan says.

She spent the next two years helping Tribe with a docket of prom-inent cases, including an unsuccessful appeal of the criminal tax con-viction of Reverend Sun Myung Moon. “I had the most exhilarating two years working with Larry,” says Sullivan. “What I learned from Larry was absolutely how to immerse myself in a case, to inhale ev-erything about the law and the record, and to be creative.” Near the end of her two years working for Tribe, Sullivan still planned to head to New York and become a law firm associate, but she was offered a teaching job at Harvard and other top schools. She joined the Har-vard faculty in 1984, started establishing herself as a constitutional law scholar, and continued to work on outside cases with Tribe.

One of those cases was the first gay rights suit to reach the Su-preme Court. Tribe and Sullivan represented the National Gay Rights Task Force in a suit against the Oklahoma City Board of Education, challenging a state law that allowed public school teachers to be fired for homosexual conduct. The court held the law invalid in 1985. Next they worked on Bowers v. Hardwick, another landmark gay rights case. Representing defendant Michael Hardwick, Tribe and Sullivan asked the court to find that Georgia’s law criminalizing consensual sodomy

sullIvan (In 1989 at harvard law school) worked closely wIth colleague laurence trIbe. from hIm she

learned “how to Immerse myself In

a case, to Inhale everythIng about the

law and the record and to be creatIve.”

violated the Constitution. In a 5-4 ruling in 1986, the court allowed the statute to stand, holding that the right to privacy did not pro-tect this activity. “It was a terrible disappoint-ment,” says Sullivan.

While working on those two gay rights cases, Sullivan was afraid to be open—even with her mentor Tribe for some of the time she worked with him—about the fact that she’s gay. “At that time it seemed, whether rightly or wrongly, that it was a career risk to be open,” she says. “I sometimes think living with the fear that a chasm could open up, and all my work would disappear, helped drive me to work even harder.”

Sullivan didn’t feel comfortable about be-ing publicly gay until she moved to Stanford in 1993. She’s been in a relationship for 14 years with Helen Stacy, a senior fellow at the Center on Democracy, Development, and the Rule of Law at Stan-ford University’s Freeman Spogli Institute for International Studies. In discussions on gay issues, Sullivan is cautious and shifts the focus to the victories. “It’s a joy to see society can change so quickly—17 years from Bowers to Lawrence,” she remarks, referring to Lawrence v. Texas, in which the Supreme Court in 2003 struck down a law criminalizing consensual sodomy. “I’m happy to say being gay is a nonissue. Clients regard it as just as irrelevant as whether I’m red-headed or Irish. It’s a huge relief that it’s an accepted part of who people are.”

In 1993 Sullivan left Harvard for Stanford, and within six years was tapped to be the dean of Stanford Law School, a job, she insists, she didn’t seek. She proved gifted at fundraising. Over the next five years, she raised $105 million for the school, including a record-breaking $44 million from Charles Munger (cofounder of Munger Tolles & Olson) to build new law school dorms on campus. It was then the largest sin-gle gift to a law school, and Munger didn’t even go to Stanford. Sulli-van also renovated and updated all the classrooms for new technology, established robust clinical law programs, recruited top faculty, and de-veloped a technology-oriented center for legal studies.

Munger says most academics would have messed up such an am-bitious agenda. “She’s a quick learner,” he says. “Stanford has the best plant facility for a law school in the United States. It’s number one.” Munger adds, “It’s unusual for someone with no background [in busi-ness] to be so screamingly successful.”

deSpIte her accomplIShmentS, SullIvan WaS In Some WayS

starting from scratch when she joined Quinn Emanuel in 2005. A ca-reer as a respected professor and dean was no guarantee that she could build a viable commercial appellate practice. Sullivan brought a few cases to the firm with her, including the California winery challenge. She got off to a good start by getting a Supreme Court win in that case, Granholm v. Heald, within a few months of joining the firm.

To attract more clients, she filed a string of pro bono ami cus briefs with the Supreme Court, trying to get the high court to see Quinn Emanuel as a credible Supreme Court firm. Sullivan didn’t limit herself to appellate work, and helped with motions to dismiss and summary judgment briefings, and even took depositions. “I rolled up my sleeves, I gave myself to the firm, and said, ‘I will help anybody who needs me in ways that make sense,’” she says. Silicon Valley partner Dan Bromberg, who worked closely with Sullivan in her first years at the firm, says her practice didn’t take off immediately. “It took a little bit longer than we originally thought

[for these efforts] to build on themselves,” Bromberg says.By 2010 she had stopped teaching at Stanford and was working

mostly in the rapidly growing New York office, where her practice gained momentum. Among other things, she won another Supreme Court case in 2009, this time for Shell International in an environ-mental cleanup dispute. She made the move east in large part to be closer to her parents, who live on Long Island.

At the same time she was building an appellate group at a firm that never had one. Before her arrival, Quinn Emanuel’s trial lawyers would often argue their own appeals. “It was a revelation to me when I worked with her for first time,” says Urquhart, who used to handle appeals for his cases. “I thought her briefs would be a little bit better [than mine], but she takes an entirely different approach. [Trial law-yers] tend to argue about everything; she will pick a few things.” In oral arguments she displays uncanny powers of recall. In an interview, for example, she casually named a janitor who was a plaintiff in the TVA case that she worked on as a Cravath summer associate.

To build her team at Quinn Emanuel, Sullivan recruited several partners at other firms: Bromberg had been an appellate partner in Jones Day’s Washington, D.C., office; Andrew Schapiro joined from Mayer Brown; and Derek Shaffer was a partner at Washington, D.C.’s Cooper & Kirk. Shaffer is one of several former students of Sullivan’s that she’s convinced to join the firm. Today, her appellate group has eight partners and roughly 35 associates.

Sullivan says her tenure as dean taught her a lot about client de-velopment. “Being a dean was being a businesswoman,” she says. “De-veloping clients is like raising donations for Stanford Law School.” Sullivan says she still spends 10–15 percent of her time on client devel-opment. “You might think, here’s somebody who’s come from 25 years in academia. She won’t get client relationships or advocacy,” says New York partner Richard Werder. “All of that is untrue. She’s brilliant at client relationships.” He adds, “I have clients that share nothing with

sullIvan moved to stanford law school In 1993 and became dean In 1999. “developIng clIents Is lIke raIsIng donatIons,” she says.

Linda Cicero

her politically, who are standard Republicans. I can think of one or two comments [initially] like, ‘Oh, she has to be an ultra-liberal lefty and won’t get business issues.’ … Now I think the business world has ac-cepted her as a premier advocate.”

Sullivan has lost cases that sting. “The case I continue to lose sleep over is Refco,” she says. In 2010 the New York Court of Appeals held that Sullivan’s client, the bankruptcy trustee for brokerage firm Re-fco, couldn’t sue banks and accounting firms that allegedly aided and abetted the company’s fraud. The court applied the legal principle of in pari delicto, which meant that the trustee was imputed with the wrongdoing of Refco, and couldn’t recover because of its unclean hands. Sullivan lost a similar case in 2011 before a New Jersey appel-late court in a suit brought by the trustee for Parmalat.

But those cases are the minority. Marcus Brown, the senior vice president and general counsel at Entergy, recalls how he had lined up interviews with three top appellate lawyers when the company planned

to challenge the Vermont legislature’s decision to shut down Vermont Yankee nuclear power plant, which Entergy owns. He interviewed Sul-livan first, and then canceled the other meetings. “The conclusion was immediate,” he says. “This is a lawyer I would trust on the most sig-nificant piece of litigation we’ve ever had in the company’s history.” As for the other advocates: “There was no point wasting their time or our time. We would not have changed our mind.”

Sullivan and her team handled the case from start to finish, win-ning a 2011 bench trial in Brattleboro and a Second Circuit appeal. This summer, the appellate court agreed with Sullivan’s constitutional preemption argument that only the federal Nuclear Energy Com-mission could close Vermont Yankee for safety concerns. Entergy has since announced that it will shut the plant after all for economic rea-sons, but Brown maintains that this case stands as an important prec-edent limiting the role that states play in relicensing nuclear plants.

The Entergy executive praises Sullivan’s legal skills—“I’ve never seen anybody better in oral arguments”—but also stresses how much he likes her as a person. “I’ve met a lot of people who are among the best at what they do,” says Brown. “Sometimes there’s an arrogance or manner in which they deal with people that you tolerate, but it’s not attractive. The quality of the person she is, the engaging, authen-tic person she is, was much more surprising to me than her talent.”

“She cares deeply about people,” adds Dorian Daley, senior vice president and general counsel of Oracle Corp. “She sent a lovely note to my assistant when her father passed away, although she had never met her [in person].” Sullivan is currently working on the appeal of

Oracle’s $306 million judgment against SAP for copyright infringe-ment; the company wants the court to reinstate the $1.3 billion ver-dict it won. “I’ve worked with lots of attorneys across the globe,” says Daley. “She’s one of the finest I’ve ever worked with.”

SullIvan SayS She WaS completely SurprISed When QuInn called her in March 2010 and told her that the firm wanted to make her a name partner. “My jaw literally dropped,” she says. Sullivan, who had been a partner for less than two years, asked if this was the right move: “I said, so many people before me did so much to build the firm.” Later, she called all the receptionists and thanked them for learning to answer the phone with the new name.

Sullivan recognizes that this change was also partly a marketing move. Many of her 8,000 former students, after all, are at major law firms, in corporate legal departments and on the bench. “My name was very well-known to people we cared about a lot,” she says.

When asked about the status of women at major law firms, Sul-livan, as usual, focuses on the positive. “Women flourish where there are opportunities and in a meritocracy where all that matters is mer-it and talent. And our firm is that,” she says. She notes that women chair five of Quinn Emanuel’s practice groups and head four offices. She also points out how far women have come in the profession: “I remember when I worked in New York [as a summer associate], there were literally no women litigation partners at the big firms.”

Sullivan, however, resists discussing why more women haven’t risen to the top at other firms. (Women make up less than 20 percent of eq-uity partners at most Am Law 100 firms, according to an American Law-yer survey.) “I don’t want to focus too much on the woman thing,” she says. “I want to talk about how wonderful our firm is for all people.”

At home, Sullivan keeps several copies of the coffee table book “Women,” by Annie Leibovitz and Susan Sontag. The book is filled with Leibovitz’s photographs of women, both the famous and the less-known. Between the mother-daughter duo of Blythe Danner and Gwyneth Paltrow and the basketball star Chamique Holdsclaw is a picture of Sullivan taken shortly after she became dean of Stanford Law School. It’s a remarkable photo. Leibovitz managed to capture her at a moment when she appears a bit unsettled, and doesn’t look completely composed. Sullivan likes the candid shot, and was thrilled to be included with such a powerful group of women. She says: “It was one of the most exciting days of my life.”

Email: sbeck@alm.com.

Sullivan recognizes that the firm’s name change was partly a marketing move. Many of her 8,000 former students, after all, are at major law

firms, in corporate legal departments and on the bench.

Reprinted with permission from the December 2013 edition of THE AMERICAN LAWYER © 2013 ALM Media Properties, LLC. All rights reserved. Further duplication without permission is prohibited. For information, contact 877-257-3382 or reprints@alm.com. # 001-12-13-01