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In this episode of Women @ RopesTalk, hosted by health care partner Christine Moundas, intellectual property transactions counsel Emily Karlberg interviews Katerina Novak, associate general counsel at global asset management firm Viking Global Investors. Katerina offers candid advice on many aspects of her career, from how she became interested in the law to the biggest obstacles she has faced in her career to date. In thinking about mentorship, Katerina reflects on what she wishes she had known early on in her career and shares concrete tips on how to sustain professional relationships. Katerina also discusses recent trends in the asset management industry and the pace of regulatory change, and what they both mean for lawyers advising clients in this space.

Transcript:

Christine Moundas: Welcome, and thank you for joining us on our latest installment of Women @ RopesTalk, a podcast series brought to you by the Women's Forum at Ropes & Gray. In this podcast, we spotlight extraordinary women with successful careers and interesting lives, and who make a positive impact in their workplaces and communities. We feature women attorneys at Ropes & Gray in conversation with prominent women clients, industry leaders, entrepreneurs and others. The podcast centers on these prominent women’s careers, what's led to their successes, the challenges they’ve faced, and the hard-earned wisdom they've acquired. I’m Christine Moundas, a health care partner at Ropes & Gray based in New York and co-head of the firm’s digital health initiative. On this episode, I’m joined by my colleague, Emily Karlberg, who’s based in San Francisco. Emily, to get things started, could you please introduce yourself and provide a brief overview of your practice?

Emily Karlberg: My name is Emily Karlberg. I’m a counsel in the Ropes & Gray intellectual property transactions group. My practice focuses on complex IP and technology matters that arise in the context of strategic M&A and private equity transactions and complex divestitures, and I have a particular focus on carve-outs, business integrations and asset transfers.

Christine Moundas: Who’s the special guest that you’ll be interviewing on this episode?

Emily Karlberg: Katerina Novak, who is the associate general counsel at Viking Global Investors, a premier asset management firm.

Christine Moundas: How’d you guys meet and start working together?

Emily Karlberg: I was introduced to Katerina through a mutual friend—also a lawyer—and we wound up in a book club several years ago full of women attorneys in New York City. I also worked on several Viking investments with her at my previous firm.

Christine Moundas: What would you say is the most notable thing about Katerina’s career?

Emily Karlberg: I think Katerina will speak to this a little bit, but she’s developed a remarkable ability to remain calm under pressure—and having worked with her on some complex matters, I know this to be true. I found that this characteristic she’s developed has really enabled her to inspire confidence, not only in her clients and with the other folks on the other side of projects that she’s working on, but in lawyers, as well.

Christine Moundas: Excellent. With that, I’ll turn it over to you and Katerina.

Emily Karlberg: Hi, Katerina—thanks so much for taking the time to do this with us today. To kick it off, can you just introduce yourself to the listeners with maybe a brief background on your career, what your current role is and what you're up to these days?

Katerina Novak: I'm Katerina Novak—I'm currently an associate general counsel at Viking Global Investors LP, which is a global investment firm and a registered investment advisor. My career has been probably pretty standard for many, many corporate lawyers. I studied English literature and art history at undergrad, at UVA. So, I learned how to hold my own at cocktail parties, but then had to get real after graduation. I was a paralegal doing commercial real estate paralegal work right after college, just trying to figure out if I really wanted to go to law school, and ended up making that decision. I went to Boston University Law School, and then ended up at Cravath, which was just an awesome experience for me. I chose corporate law and never really looked back, and was there for about six years. And then, I got the job at Viking, which was also an awesome move for me as it turned out. But literally, when I got the job offer, I had to Google “what is a hedge fund” because I had no idea, but it's turned out really well. It is a hedge fund, so there's a lot of public trading aspects to the work that I do not handle, but we have a private equity, growth equity strategy. Like a lot of investment firms over the years, they created a hybrid strategy right before I started—launched in 2015. And then, in 2016, I came on and haven't really looked back since. It's been pretty successful for us. I'm on the legal team, but I work with a great investment team and just help them negotiate and navigate all kinds of private closings and post-closing matters.

Emily Karlberg: Take us back a little bit to your time as a paralegal. What was really attracting you to the law?

Katerina Novak: The reason I really was interested in law is I loved Law & Order as a kid—the original, not the spin-offs, not SVU, not any of that. I like the original Law & Order where it turned out that the bookie did it or whatever. I was always interested in it. I loved to read. I was always an argumentative child. So, it always just felt like a natural fit to me. I come from a family of doctors, though—my mom, her only experience of lawyers are personal injury and medical malpractice lawyers, so she was a little bit more hesitant. I wanted to check it out first and I did want to work before going straight to law school, which I think ended up being a good decision.

Working at the law firm, I guess, it was a lot of just the skills, and being helpful and on top of things. I really think what you find satisfying about work isn't always super substantive—it’s more like what skills and what daily routines make you happy, and does it fit in with what you're doing? I really liked being organized, processing things and being on the phone. At the time, the loan syndication bubble was happening, and so we were constantly syndicating these loans, backed by commercial real estate security interests. So, it was like a real factory, but there was a lot to do after closing in order to perfect the security interest. The paralegals do all that, and that is literally the most important part of the entire process—but we were in charge of that, of just making sure and following up. I loved that part of being in an office, so for me, I thought I should go to law school and give it a try. It took me a while in law school to really parse out: Do I want to be that kind of corporate office-type lawyer versus litigating in the courtroom? I was very torn about that for most of law school, but then I had to make a choice, and I did, and I've never really looked back from that.

Emily Karlberg: Can you talk about what are you most proud of in your career, thus far?

Katerina Novak: Yes, there's a lot of things. I think one of my favorite stories is a little bit of one of those corporate lawyer “back in the trenches” warfare stories. I was a senior associate. I had to get on a very intense phone call at 2:00 in the morning. There was no partner on the phone—it was just my client, 14 lawyers from the other side, the GC of a giant public company and the head of the entire firm at a different big law firm. My client was just getting absolutely hammered, and I really wasn't in a position to help because I hadn't been involved in this part of the negotiation. But I tried my best to tell them to move on and that we were going to address their concerns—try to keep the temperature as low as possible. It was probably the most stressful hour-and-a-half of my life. And then, later, I found out that the law partner that was on the phone had called my boss and said that I did an awesome job, really kept it together and was instrumental in keeping that call on track. I think, for me, that really solidified that one of my strengths is just complete and utter calm under pressure. I don't know if I just completely dissociate emotionally, which is possible, but there've been a few other instances like that where I get compliments on being very, very calm under extreme pressure conditions.

Emily Karlberg: That's such a good strength in the corporate law world, especially on how many 2:00 a.m. phone calls just go totally awry. I hear you. Can you talk a little bit about some obstacles you've faced in your legal career?

Katerina Novak: I think the biggest obstacle is knowing what you want and finding your place, at least for me. I think a lot of that, again, ties into: What are your strengths. What makes you happy? And that's something I'm still actually working through. Your career progresses naturally, and I'm at the point where if I was at a law firm, I’d probably be making partner. Where I'm at currently, I'm senior middle management, and so, there's a big question in my mind. I've just been incredibly lucky in a lot of ways that I haven't faced that many obstacles in my career. The job at Cravath—that was the last year before the financial crisis where, coming from Boston University, you wouldn't have been able to get a job there, so I slid in as the door was closing shut for a few years. And likewise with Viking—I stumbled into this job a little bit. So, I think the big obstacle is what do I want to do in the next 20 years and figuring out what would make me happy. Am I going to be happy being the general counsel at a company or another law firm? That's natural next steps, but you’ve still got to figure it out and figure out if you're going to be happy. I think there's lots of stories of unhappy lawyers that you hear about, so I think that's the most challenging thing that I find is actually myself, and figuring out what I want, and what's going to make me happy.

Emily Karlberg: Who has had the greatest influence or has been the most meaningful or important relationship in your career?

Katerina Novak: There's one partner at Cravath, he's no longer there, who I worked with when I was very, very senior, who I think was really important to me in the sense of he just really believed in me. It was the last M&A rotation I was doing there, and we just developed a really good working relationship. He completely trusted me. We still keep in touch. So, I think he was very influential. And honestly, my current boss is awesome, as well, and I think is teaching me so much about that next level of seniority of what it means to be the top legal position in a company. I feel like saying my boss is a little bit of a cop-out because we're still working together, but those would probably be the two most influential relationships that I've had.

Emily Karlberg: Do you have any strategies for sustaining important relationships—check-ins or anything else that you do?

Katerina Novak: Pre-COVID, yes. Pre-COVID pandemic and pre-having a baby, I would frequently get drinks or meet up with former partners or colleagues that I worked with. I remember I had a great client at Cravath, and she ended up getting a promotion and I saw it on LinkedIn—I reached out to her to get coffee and it was great. I think now, post-pandemic, I have a small child—it just makes it so much harder to reach out. I think a lot of that is coming back—within the past couple of months, I've done a lot more law firm dinners and reconnecting with people who are coming back to the office and coming back into the city. I do set up quarterly reminders a lot of the time because otherwise I will completely forget, so I find those to be really useful for people that I know I want to stay in touch with.

Emily Karlberg: To switch a little bit to the flip side, how have you been involved in mentoring? And what do you see as the importance of mentoring in your career?

Katerina Novak: Mentoring is one of those things that's so, so helpful, and I learned that because I was always terrible at seeking out mentorship. I was always the person who instead of going to office hours if I had a question, I would sit and I would research—it would take seven hours, but I would figure it out on my own or become bored with the question. I liked figuring things out on my own. I don't need help. I do the best I can and I'll just navigate it. I'm not going to try to seek out help from others. And I think it's stupid—it’s a very stupid approach.

I think mentorship makes your life so much easier. It's how you find good jobs. It's how you learn and grow, especially early in your career, but throughout your career. And I think what's challenging about mentorship is the onus is almost always on the mentee. I learned very early on, you can't just get assigned a mentor and then have the relationship be created—somebody needs to put in the effort, and that really falls on the mentee in the beginning. So, what I've done now is some formal mentoring programs—there was one program I did where you get assigned a mentee who's a first-generation immigrant, college student in the CUNY system. And for two years, you mentor them through internships, getting internships, the soft skills, resumes, how to do interviews, how to behave in an office when you have an internship over the summer. I think stuff like that is so important. In the legal field, I'm a little bit more just about mentoring where those opportunities come. I find that in the workplace, it's the best when it's organic and you're working with somebody, and you're able to immediately give feedback, have an open door and be available for advice—I find that that's usually the best way. I know at Cravath we had an assigned mentor system, and to me, that just never really panned out.

Emily Karlberg: What advice would you offer to women who are getting started in their legal careers?

Katerina Novak: I think, for me, it's pick your battles, but always ask for what you want—if that's more pay, better work, whatever. You don't want to be raising your hand all the time. Nobody wants a co-worker that's doing that all the time, but I think it's really important. If it's done respectfully and in a straightforward way, I've never in my life experienced somebody not respecting that. And so, that would be my advice.

Emily Karlberg: That's great. Just turning a bit to your current position at Viking, are there any recent legal or business developments that have been particularly interesting or challenging, specifically in your role or within the company?

Katerina Novak: Yes. In my role, I think what was really fascinating was just the very quick SPAC bubble/circus of last summer and how it's come to completely pop. It's been a very quick and painful cycle that obviously involved a lot of legal analysis for us. I remember around this time last year, all of our portfolio companies in the span of two weeks started talking about de-SPACs and that they were being courted by SPACs. Most of those didn't ever come to fruition, but it was one of those situations where, as the lawyer, you've got to really quickly get up to speed on what that means. And what it really meant is outsized valuations plus the SEC regulatory scheme for selling stockholders is a little bit different in the post-de-SPAC context, and so, it's a little bit harder to get out if you are a pre-de-SPAC stockholder. It was interesting to me because I wasn't around during the dot-com bubble, and I definitely was only tangentially around during the last financial crisis and the real estate bubble, so it was really interesting to just see a mini-bubble just happening before your eyes, and you know exactly what it is and where it’s going to go.

I'm lucky that I work for a company and a group of people, especially on the investment side, who are very smart about risk and are very clear-eyed about it, and also listen to their lawyers, so that makes my job a lot more fun. There's a lot of other stuff, especially in private investments, like dealing with the constant changing CFIUS, and now, there are SEC proposals on disclosure requirements—so those are constantly changing. And I think especially on the disclosure (Schedule 13D and G proposals), those will be very interesting to see how those actually get implemented.

Emily Karlberg: I also found it just totally fascinating how the uptick in SPACs led to, in the legal world, all these people just having to get up to speed within weeks. And all of a sudden, all these legal trainings on SPACs with SPAC experts… What is a SPAC expert?

Katerina Novak: Yes, everyone had to become an expert. And then, what's also fascinating to me is I just feel by the time the law firm alerts are coming out, you're already at the peak of the bubble. Once the whole machinery is up and spinning, it's at the point where people are going to start putting on the brakes, and I think it did happen because selling stockholders, and people who are buying in the pipes, also were having trouble exiting. That was a very quick and rude awakening. It’s like, “We bought these shares in a pipe but, now we can't really figure out how to sell them.”

Emily Karlberg: I almost wonder if there's going to be a similar sort of thing happening with Bitcoin and NFTs and all of that?

Katerina Novak: You can't turn around without some Bitcoin legal article hitting you in the face. So, it's possible.

Emily Karlberg: I guess we'll see. So, along the same lines, how has the COVID pandemic, the international conflicts that are going on, and the economy—how have all of those recent things affected you and Viking?

Katerina Novak: Putting aside the most recent developments—which I would put international conflict in Europe, and the current market conditions, which are horrible—I think the pandemic, and I think this is a phenomenon throughout our country, which is that the professional classes I think did pretty well during the pandemic (lawyers, investment funds). We were growing and were evaluating potential other avenues of growth, continuing to hire, so I think like most members of the professional class, post-pandemic, Viking was fine. Now, there's an interesting whole other conversation to be had about what that says about the country, stratification and all of that because other segments of the population were very negatively impacted by the pandemic. I think the pandemic was very interesting to me in that sense because everyone I knew at a law firm was busier than they ever had been. At the same time, I know law firms had a lot of pressures of people moving back home and deciding they didn't want to live the New York, big law lifestyle. Then, that ended up with associates getting paid more. And so, I think it was an overall positive for the most part, other than all of the loneliness and depression from sitting at home all the time.

Then, the recent events, we, just like most people, are hunkering down. I think it's hard to tell what's going to happen. I don't think anyone knows how all of these very negative factors in the economy are going to come together and whether it's going be a short, painful pinch or if it's going to be a long, protracted, painful period of time. I've never in my career been through a serious downturn. Whenever I'm negotiating documents and growth equity rounds, at the end of the day, it comes down to these terms only matter when things start to really go sideways. It's really sometimes hard to get business people to focus on that when things are just going up and up and up, and the companies are kicking butt, taking names and IPO'ing next month. And so, I think it's going to be an interesting time period where we may be slowing down on new capital deployed, but there's probably going to be a lot of fire drills and just issues that come out of the woodwork at the portfolio companies. I remember in March 2020, when the lockdown was starting—it was similar. The market dropped and everything froze as people were waiting to see what was going to happen. And that's when they came out with the PPP loans and everyone had to get smart on the PPP loans. A few of our portfolio companies that had already been struggling were really struggling, and so, it was a very, very busy, intense period just dealing with that, even though there was not a lot of powder being deployed.

Emily Karlberg: That's incredibly interesting. I've never been through a downturn either. I guess the one upside in the legal career is that there's not going to probably be a shortage of work for us—there’s always something. You talked a little bit about some legal changes around CFIUS and some other things. What do you see as the most important changes in the law, technology and the economy that will impact Viking?

Katerina Novak: I think for me, from where I sit, the pace of regulatory change is really fast, which is translating to broader regulations. The regulators are often trying to cast a wide net, and then that ends up being kind of ambiguous in how whatever the regulation is applies to a particular business. When you’re a lawyer, and especially if you’re a lawyer in-house, you’re left wondering, “Is this really what they intend?” Although, at the end of the day, you have to comply with whatever they wrote, obviously no matter what. In-house it gets really tough because you’re part of a business that has to run. You’re not just advising clients, you’re advising your business team that has to make a decision—you can’t just close up shop, so you have to be really commercial and practical. I just find that a lot of the time that means reading tea leaves sometimes. The hardest part of being a lawyer is exercising judgement: “I'm not really sure what this means” or “I don't really know how big this risk is or how it's going to manifest,” but you do the best you can to ameliorate the risk and move on. I think the primary example of this (which I already mentioned) is the PPP loan program and the application process—you immediately had business people responding to the news that there was going to be this rescue program saying, “Yes, our portfolio companies are struggling—they need this.” It’s money—it’s free money the government’s giving out, and as the lawyer, you have to put the brakes on and get a handle on the situation fast to be able to combat that perception. You end up reading the application process, and asking the questions like, “What do they mean by this? Can we give this rep? What does this rep mean in this context?” And figuring out the process of how you’re going to make those determinations. The PPP loan program was obviously written quickly because the situation was so intense and dire, but I think it’s a prime example of the intense pressure that regulatory uncertainly can bring to bear, especially for lawyers, either outside counsel or in-house counsel. I haven’t been around long enough to know if that’s just regulatory uncertainty’s on the upswing or if it’s always been like this and I’m just joining the club, but I do find that everything seems to be coming out very quickly, often very broadly written, and it’s hard to digest and figure out how it applies to your particular company, especially if you’re being intellectually honest and really trying to follow the letter of the law, and be ethical in your business practices.

Emily Karlberg: Yes, absolutely. So, one final question for you: Are there any efforts or successes at Viking around diversity and inclusion that you're particularly proud of?

Katerina Novak: So, this is something we've been really focused on. We are focused on it in hiring, which I think is just unfortunately a slow process. Making sure the people who are making the hiring decisions get unconscious bias training so that they're evaluating the candidates fairly. It's very easy to implement at the lower, more junior levels, but then, in order to have a fully diverse firm, there's got to be a better pipeline. Those problems start way earlier, and we have no control over that.

Emily Karlberg: I hear you. The pipeline issue is always top of mind—how to support people who are in middle to senior roles. Because I agree, it's easier to hire at the junior levels and start off on the right foot, but there's a lot that you can't control in someone's career progression.

Katerina Novak: Yes, and I will say that at Viking, I think one of the cool things about it is I've seen people rise from even admin jobs to analyst jobs. I've seen people rise from a junior operations person to actually being on investment staff. So, I think we're good in that sense that if you're really fantastic, you're going to make it, which I think is also just a huge strength for our company to have.

Christine Moundas: Emily and Katerina—thank you both so much. And thank you to our listeners.