The University of Utah S.J. Quinney College of Law is excited to welcome Cathy Hwang to the faculty.
Hwang will teach several courses related to business law, including business organizations (the introductory business law course) as well as mergers and acquisitions. She will also co-coach the Transactional LawMeet team with Professor Jeff Schwartz in the upcoming academic year.
Hwang will also continue with her research on deal structuring and deal contracting.
“On the deal structuring side, I’m interested in how fast-changing business innovations (like tax inversion transactions and securitized financial products) interact with a slow-moving legal and regulatory system. On the deal contracting side, I’m interested in how contracts shape deals, and how deals shape push the boundaries of what we traditionally conceive as contractual relationships,” she said.
Her new article, Unbundled Bargains: Multi-agreement Contracting in Complex Mergers and Acquisitions, is forthcoming in the University of Pennsylvania Law Review later this year. The research examines how complex deals are put together through sets of contracts and agreements, rather than just one comprehensive contract. Hwang noted that her prior experience as a mergers and acquisitions lawyer has helped to animate much of her research, including her forthcoming article. She practiced in the mergers and acquisitions group at Skadden, Arps, Slate, Meagher & Flom LLP in New York from 2011 to 2014.
“In my first year or two of practice, I worked on a lot of ‘ancillary agreements’—stuff that’s anything but the central, definitive contract in mergers and acquisitions deal. I started to wonder how junior associates contribute to deals, and that question led to this project,” she said.
She’s also recently started a new project about preliminary agreements in mergers and acquisitions deals, and the role of enforcement in shaping deal parties’ behavior. Her research will try to uncover why deal parties abide by agreement terms, even when breaking them doesn’t have much of a consequence.
Schwartz, who will co-coach the student transactional law team with Hwang, said her arrival will bring a new depth and knowledge to the law school on business law issues.
“Cathy’s corporate law experience will be tremendously valuable for our students. The way she connects theory and practice in her scholarship on dealmaking is also original and exciting,” said Schwartz. “Cathy is one of the most energetic and funniest people I’ve met and will be a great addition to our community.”
Hwang received her bachelor’s degree in economics and international relations from Pomona College in 2007 and her J.D. from the University of Chicago Law School in 2010. While in law school, she served as managing editor of the Chicago Journal of International Law and was an extern to Judge Alex Kozinski (then chief) of the U.S. Court of Appeals for the Ninth Circuit.
Hwang recently spoke to the S.J. Quinney College of Law about the new chapter she is starting at the University of Utah.
Q: What drew you to the University of Utah S.J. Quinney College of Law?
A: I love the College of Law’s sense of community. I attended Pomona College and the University of Chicago Law School—both small, warm, tight-knit schools. As a result, I got to know my classmates and professors really well, and many have become lifelong friends and mentors. I see that same warmth at the U.
Q: Describe your research expertise.
A: My research falls broadly into two buckets: deal structuring and deal contracting. On the deal structuring side, I’m interested in how fast-changing business innovations interact with a slow-moving regulatory system. For example, I recently wrote about the corporate governance implications of companies that move abroad for tax reasons, and about how securitized financial products—the too-good-to-be-true products that brought about the last financial crisis (and that are the subject of the movie The Big Short)—are now working their way through the courts.
My interest in deal contracting is born out of a lifelong love of police procedurals. I really like mysteries, and working systematically to figure them out. Deal parties use contracts in lots of odd ways—for example, in a recent paper, I explore why parties use many contracts for one bargain. Everyone involved in dealmaking is very sophisticated and well-advised. If something weird is going on, it’s likely intentional, and it’s a lot of fun to figure out why it’s happening. The process of doing this research is also a great way for me to stay connected with practice, to get to know local lawyers, and to keep my research current and relevant.
Q: You’ve had many interesting experiences along your path to now working at the S.J. Quinney College of Law, including several years practicing as a mergers and acquisitions lawyer at Skadden, Arps, Slate, Meagher & Flom in New York City. What was one memorable lesson from that experience that you still carry with you today?
A: Use checklists. Mergers and acquisitions lawyers routinely juggle multibillion-dollar deals by using checklists—huge to-do lists that are detailed roadmaps for how to do a deal. Whenever you start a new deal, the first order of business is to ask your friends if they’ve done a similar deal—if they have, get their checklist, and start from there. Almost every task, regardless of size or stakes, can be executed successfully with good precedent and a good checklist. Whenever I start on a new project—whether it’s planning for the National Business Law Scholars Conference that Professor Schwartz and I are hosting at the U next year, or starting a new research project—I usually start with a checklist. Checklists break big projects down into manageable chunks—and if you can take a little bite out of that checklist regularly, you’ll soon find that you’ve completed something pretty big.
The one other thing to remember is that being a lawyer is kind of like being an eye surgeon (or a wedding planner, if that’s more your flavor). For you, a particular deal is another day at the office. For your clients, the deal is maybe once-in-a-lifetime. So try to always have empathy for your clients, and support them—you’re helping them do something really exciting, but also scary and new.
Q: With many interesting experiences in your portfolio, what is one of the most important pieces of career advice you received along the way? What advice do you give students on how to move forward to have a successful career after law school?
A: Build yourself a personal board of directors. A corporation has a board of directors—a group of people who represent lots of different skills, and to which the corporation can turn for guidance. Directors also have a duty to look out for the corporation’s best interests. Try to find great people to add to your personal board of directors—people with good judgment, who are in your corner. These can be your mentors, your friends, or whoever else you really trust. When you’re facing a tough decision or a career crossroads, reach out to those people and seek their advice. For me, having a personal board of directors means that I can get advice from people who are a lot wiser and smarter than I am. I’m also constantly floored by how absolutely lovely and giving people are—it’s really a great reminder that the world is full of amazing, wonderful people.
I would add that it’s important to try to be someone who is worthy of other people’s trust and support. We don’t build our careers all by ourselves. We have teachers, mentors, friends, and family who are supporting us—by taking us to lunch to talk through a tricky work situation, or just picking up more than their fair share of non-work responsibilities so that we can do what we do. Think of those people as your investors—try to be worthy of their investment by being a thoughtful person, by practicing law with integrity, and by paying their investment forward as often as you can.