How Covington’s Dargan Led $18 Billion in Bristol Myers Deals
Former
Then, a little more than two years ago, the drugmaker turned away from Kirkland & Ellis to Covington & Burling for two successive deals at a combined $18 billion.
There was a secret weapon behind the move: Catherine Dargan, a Harvard-educated Covington veteran with a reputation for trading bluster for amicability in the negotiating room and for finding thrills in the minute details of deals.
Dargan in an interview recalled adrenaline-fueled work that robbed her of sleep while working on the Bristol Myers acquisitions of drug developers Karuna Therapeutics Inc. and RayzeBio leading up to Christmas Day 2023.
Through long phone calls with opposing counsel, and by intensely focusing on getting the deals done “the right way,” Dargan also felt she had reached the top of a legal mountain she had been climbing since growing up in Columbia, South Carolina, where society in the 1970s told Black girls they had no business envisioning Big Law careers.
“This is as good as it gets,” she recalls thinking.
Why Covington?
Bristol’s decision to steer the two large deals to Covington over the proven incumbent Kirkland carried risk.
Kirkland, the largest law firm in the world by revenue, is a mergers and acquisitions behemoth. It guided $743.3 billion worth of deals last year, more than every law firm except Latham & Watkins, according to Bloomberg data.
Covington, the 31st largest law firm, is historically known for Washington, DC political work and white collar representation rather than M&A. It didn’t even crack the top 20 in deal value last year, Bloomberg data shows.
Read More: Big Law’s Top 20 M&A Dealmakers
Bristol’s main exposure to Covington had come when the drugmaker was targeted by federal enforcers, or when it needed regulatory advice.
“We didn’t think of them as an M&A firm,” Leung, now retired, said of Covington. “But we wanted to do something different.”
“It’s good to keep these law firms on their toes so no one takes you for granted,” Leung added. “That’s how you keep your costs down. Law departments understand they’re a cost center and need predictability in their budgets.”
Casarine Chong, Bristol’s deputy general counsel for transactions, recommended Dargan for the work. Chong and Dargan had collaborated on a transaction when Chong worked at Abbott Laboratories before joining Bristol.
Bristol initially directed Dargan to complete the Karuna deal and then take up RayzeBio. But when the company found it needed to speed up the RayzeBio acquisition, it decided Dargan would need to work on both at the same time.
Chong told Dargan of the accelerated timeline.
“This is your opportunity to prove yourself,” Chong said she told her. “These are two highly complex deals, both high-risk and with hairy issues—do you feel like you can deliver?”
Dargan remembered her first thought after receiving the news: “How do we execute?”
Medical Destiny
Dargan’s parents influenced her path to making massive life sciences deals. They both had careers in medicine.
Her father was a thoracic and cardiovascular surgeon who became the first Black chief of surgery at Richland Memorial Hospital in Columbia. He met Dargan’s mother, a nurse, while working in New York earlier in his career.
Dargan’s ambitions drove her from South Carolina to Stanford University, where she earned her undergraduate degree, and then to Harvard Law.
“I’m a Black woman, and in South Carolina, it felt like at the time the opportunities weren’t going to be that great,” she said. “The idea of having constraints on what I wanted to do, because of who I am, felt too uncomfortable to me, and I thought I had better opportunities elsewhere.”
After graduating from Harvard in 1994, she landed a job as an associate at Covington the following year. She made partner in 2002, became co-chair of M&A in 2010 and has led the corporate practice since 2021.
“She’s expanded the range of clients we work with,” said Doug Gibson, who chairs the Covington management committee, where Dargan served for eight years. “The profile and size of the deals that we’re handling are increasing, which is significantly attributable to Catherine.”
At her urging, the firm opened a Boston office, where Dargan encouraged leaders to pursue local life science clients who prefer local legal help over lawyers based elsewhere.
“I fought like hell for the Boston office,” she said.
Precision, Professionalism
Landing the Bristol transactions was an accomplishment for Dargan. But how would she keep the pharma giant as a client?
The Bristol lawyers said she earned their trust by defying the characteristics of many of her Big Law peers.
Some Big Law M&A partners foment conflict with opposing counsel to show how aggressive they are willing to be on behalf of a client, Leung said. Not so with Dargan.
“I’ve been in some rooms where people are table-pounders,” Leung said. “She’s nice but she’s not a push-over. She’s just very clear, precise, and professional. She brings the conversation back to the critical things.”
Chong said Dargan allows her in-house legal team to take a central role in negotiations.
“We don’t just hand off deals to outside counsel,” Chong said. “We need outside counsel who are without ego, and are flexible and can work very collaboratively and sort of seamlessly with my in-house team and with me, and that is why I brought Covington in.”
Not all M&A partners would be comfortable with that approach, Chong said. “They’re used to running the show and insist on being the only point of contact with the other side,” she said. “They give you advice and raise an eyebrow if you don’t agree.”
Keeping Work
Dargan did hang on to Bristol for more work. Her Covington team handled last year’s acquisitions of Orbital Therapeutics and 2seventy bio Inc. for a combined total of nearly $1.8 billion.
Kirkland, to be sure, has also kept Bristol as a client. The firm advised Bristol on a €5 billion ($6 billion) public offering of senior unsecured notes in November, and for a nine-tranche, $13 billion registered bond offering in 2024, according to firm statements.
Kirkland declined to comment for this article.
Dargan said she doesn’t think of herself as that interesting and would rather draw attention to her colleagues than herself. Behind her understated presentation dwells a detail-oriented puzzle-solver.
Her understated disposition fits well with her firm’s approach. Covington does not award origination credit—financial incentives many firms award to lawyers who bring in new clients. Gibson said the system leads to a territorial approach to client relationship management among partners.
Dargan said her upbringing as the daughter of medical professionals as well as helping to care for elderly parents late in life have helped inform in her work. So did those late nights ahead of Christmas 2023.
“Working with clients,” she said, “has taught me a lot.”
Editor’s note: This is the first installment of The Big Deal, a periodic series profiling M&A lawyers.
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