Canadian Lawyer InHouse

JANUARY 2017 40 INHOUSE P r o f e s s i o n a l P r o f i l e what he didn't know. At four o'clock on his fi rst day, a clerk wheeled in a hand truck with 10 fi le boxes. They were fi lled with paperwork related to an insurance merger being conducted out of the fi rm's New York offi ce. He had to digest them and produce a due diligence report for the following day. "Not only did I not know anything about the reinsurance business, but I'd never done due diligence before," he recalls. This kind of thing was common. He affectionately likens working at the fi rm to "a pie-eating contest, where the winner of the contest got more pie." "It was sink or swim," he says. It also taught him that the most important thing law school teaches you isn't the specifi cs of contract law or the specifi cs of anything else, really — it's the art of knuckling down. "It's a lot of time, reading and prepara- tion," he says. "That's what clicked for me in law school: If I really want to do this and be successful, a lot of it is down to time and attention to detail." With a baby at home and a gruelling series of increasingly intricate cases to work on in the offi ce, things were far from easy for the young associate, but over time he began to understand the commonalities between some of the deals, describing it as "pattern recognition." The experience he was getting on the smaller mergers groomed Frasca for his big shot: working on the public spinoff of EMC subsidiary VMware. The technology giant had purchased VMware in 2004, and it released around 10 per cent of its shares on the market in August 2007 for US$29 per share, raising US$957 million at launch. By the end of a day when the Dow dropped 1.6 per cent, VMware shares fi nished at US$51. It was a huge coup. EMC was spinning out a business that had grown substantially since acquisition, had almost no competition and was of extreme strategic importance. Consequently, it wanted to retain control while giving it the market capital it needed. Frasca and his colleagues developed a dual-class share structure that gave EMC high-voting shares. The process took some intensive research, he recalls. "We looked at every transaction that had a controlled company in a dual- class structure, and tried to understand how they set up their corporate structure and their governance documents." "We also tried to come up with relation- ships on the commercial side and IP sharing between EMC and VMware. They were rules of the road for how they would interact when VMware was a public company," he adds. If there's one thing that Frasca took away from this process it's that a successful business lawyer must have a healthy understanding of both legal disciplines and real-world business concerns. "To be a good business lawyer, you must give commercial advice," he says, arguing SECOND SNAPSHOT T H E L A W Y E R Joseph Frasca T H E C O M P A N Y Shopify • Studied at Boston University and Tufts University • Worked at Skadden Arps Slate Meagher & Flom LLP • Was senior counsel at EMC • Steered the IPO for Shopify in 2015

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