The Strategist

Stephen Graham takes battlefield strategy from Board game to boardroom

Published in 2011 Washington Super Lawyers Magazine

Ask Stephen Graham about his life and he’ll tell you it’s not very interesting. “I’m just a small-town kid from East Texas,” he says, settling his lanky frame into a chair in the 10th floor conference room at Fenwick & West in downtown Seattle.

Not just any small-town “kid,” as it turns out. Graham, 60, is the lead biosciences attorney and managing partner at Fenwick’s recently opened Seattle office. The Silicon Valley-based firm, known for its expertise in high-tech and biotech, sprouted a branch here in 2008 and courted Graham to run the office. His clients have included ZymoGenetics, Immunex Corp., Allozyne and AmpliPhi Biosciences Corp. (formerly Targeted Genetics Corp.). He has represented public and private companies in mergers and acquisitions totaling hundreds of millions of dollars.

Also, not just any small town. Graham’s hometown—Prairie View—was highly unusual. It is home to a historically black university, set up by the Texas Legislature after the Civil War as an “Agricultural and Mechanical College” for black students. Because of the rare educational opportunity, the town was essentially all-black when Graham, whose father was dean of the engineering school, was a child. For a young African-American child growing up in an intolerant South, Prairie View was a haven, Graham says. “We had a community; we weren’t excluded. Of course, we had to deal with segregated beaches and water fountains outside of Prairie View, but that was a reality that didn’t matter. So I didn’t have feelings that race was an issue.”

That changed when Graham was 9, and his father started working on his doctorate in civil engineering at Iowa State University, where he stayed on as a professor. “We moved from an all-black town in Texas to an all-white town in Iowa when I was in third grade.” It was a bit disorienting. “Something struck me,” Graham recalls, “but I didn’t know what it was. … Then I realized, ‘Where did all the black people go?’ I really didn’t know I was black until then.”

Racial attitudes in Ames, Iowa, were different from those in Prairie View. “It was the first time I was dealing with people who called attention to race,” Graham says. But by that time, his self-esteem was well-developed. “I had spent my whole life being accepted. In Iowa, that part didn’t change.”

Looking back at a childhood that was significantly different from that of many children, especially other black youth in the South, Graham says, “Most people didn’t grow up with the freedom I did. I had access to a university as a playground.” High academic expectations went along with the territory. “We were always expected to have good grades—I really didn’t have a choice.”

Graham excelled in the classroom. He imagined a career as an entomologist until he had a chance to be a summer assistant and decided the idea was more entertaining than the practice. He attended Iowa State, graduating with a degree in political science in 1973, and headed to law school. “I had decided that I liked people and I enjoyed arguing. I was good at communication and good on my feet.” Graham was accepted to Harvard, but with the advice and support of his adviser, political science professor Alston J. Shakeshaft, he applied to Yale. “Shakeshaft was a brilliant guy, but I thought he was a racist when I first met him,” Graham says with a laugh. “I mean, you’d go to his office, he was gruff, mean, and he never did smile. But I realized he saw something in me.” Graham says Shakeshaft called him aside one afternoon. “He had this book on all these law schools. He sort of threw it at me and said, ‘Read this stuff! Law schools are dying to add diversity!’ Then he finally said, ‘Yale’s the place for you—you get the grades, I’ll make sure you get in.’ And he did.” Graham maintained a close relationship with Shakeshaft until he died 11 years ago.

Moving to New Haven, Conn., in 1973 was a bit of a shock for Graham. “I pulled up in front of the law school—it was a pretty imposing building—and thought, ‘What the hell am I doing here?’ I was intimidated—an unfamiliar feeling—because of all the power and 250 years of history represented by a law school ranked as number one in the world, a stage where future and former presidents and Supreme Court justices had routinely walked the halls. It wasn’t my world. I was small-town Iowa.” Graham says the anxiety lasted about a year and a half, but then one of his professors told him, “Stop worrying about it—the hardest part was getting into Yale.”

After graduating in 1976, Graham took a job with the Seattle office of Perkins Coie. “I had my eye on Seattle since high school,” he says. “My father had two sisters who lived here, and I visited them and loved it.” Like so many Northwest newcomers, Graham says he and his wife, Joanne, were attracted to the natural beauty and the ready access to the out-of-doors. Perkins Coie was his introduction to corporate and securities work, and his avenue into a mergers and acquisitions practice.

With a perspective gained from 35 years in practice, Graham assesses the personality traits that make for a good M&A lawyer. “I think the first quality you have to have is to be an effective adviser—a good communicator and a good negotiator.”

Gordon Davidson, chairman of Fenwick, says that ability was one reason the firm wanted Graham to open its Seattle office. “He is a first-rate lawyer and business counselor who has handled a number of very complex transactions,” says Davidson.

Then there’s corporate warfare; Graham explains that his hard-won skills were developed on the battlefield—of board games. “I used to play those complicated games that lasted days when I was in junior high,” Graham says. “I really think it led to understanding how to think strategically, how to do deals, how to move people in a direction you want to move them in.”

There are similarities in working through a merger or an acquisition, he notes: “[It] is like warfare; you have to understand the battlefield, understand the moving parts, be ready to change and react in real time. You need to focus on your objective, but know that the way you reach your objective may change—it’s not always a frontal assault.”

Graham recalls representing Immunex Corp. in an effort to ward off a hostile takeover. One of the company’s major shareholders, American Home Products Corp. (AHP), had made a play to buy the rest of Immunex’s stock. “Both Steve Duzan, the CEO [of Immunex] and Alan Frazier, the CFO, trusted Steve and regularly asked him for advice,” recalls Tom Alberg, a managing director at Madrona Venture Group, who worked with Graham at Perkins Coie.

Graham describes the drama. “We’re sitting in Seattle and AHP shows up with an army of New York lawyers and investment bankers.” Graham’s job was to keep the board members from being intimidated into thinking they would be sued by their shareholders if they didn’t take the offer. 

“It was tense, because it was real money, and you’d better be right,” Graham says. He persuaded the board to stand firm, and AHP went back to New York empty-handed. “Immunex was eventually sold for much more,” Graham says. Ed Fritzky, who succeeded Duzan as CEO of Immunex, told Graham his advice had added $80 million to the market value of the company.

Graham’s gift for corporate law has served him well, and he is appreciative. “I have spent a lot of time making a good life for me and my family.” (He has three grown children.) He now finds himself thinking about the next stage, perhaps working with young people, particularly disadvantaged youth. He’s on the board of directors of the Fred Hutchinson Cancer Research Center and the Institute for Systems Biology. And Graham has already begun mentoring law students looking for career guidance.

“You start out in law school thinking you’re going to save the world,” Graham says. “Then there’s this thing called ‘career.’ And now, it’s back to saving the world.”

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