Minh Van Ngo's first negotiation came before his first birthday in 1976. His father wanted to leave his youngest child, just six months old then, with relatives in Saigon while he, his wife and older son fled the communist regime that had taken over South Vietnam in 1975.
Van Ngo, now 33, and a partner in Cravath, Swaine & Moore LLP's M&A team since January, says he used all his powers of persuasion to convince his father not to leave him behind: "I cried a lot. They decided to take me at the last minute."
By the time he reached 2, he and his family had dodged pirates in the treacherous waters between Vietnam and Malaysia and lived for months in a makeshift wooden shelter at a refugee camp before emigrating to Southern California as political refugees. His family's ordeal was a difficult, painful passage through history at the time, but one that Van Ngo says ultimately instilled in him a sense of empowerment.
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That sense stayed with Van Ngo as he grew up in suburban Garden Grove. He discovered he had a knack for business contracts after he advised some high school friends on how to negotiate with venture capitalists. Next stop was Duke University, where he majored in philosophy and economics, abandoning earlier dreams of becoming an engineer. He was then accepted by Yale University Law School -- an event that helped his father, who escaped from Vietnam after spending six months in a communist re-education camp, shake off his cynicism for the American ideal.
"He used to say, 'We're second-class citizens,' " the younger Van Ngo says. "My father didn't trust the system. He was flabbergasted that his son could be accepted into a school that has graduated presidents. When he passed away, my father truly loved this country," he recalls.
In August 2001, Van Ngo took an associate's position at Cravath in New York, where he showed he could tackle large, complex transactions such as advising Johnson & Johnson on its fraught -- and failed -- bid for Guidant Corp. In 2005, he was involved in the $15 billion, leveraged buyout of SunGard Data Systems Inc., a historic clubbed transaction signaling the beginning of the debt-fueled buyout boom. Last May, as the financial crisis unfolded, he waded into uncharted territory: J.P. Morgan Chase & Co.'s emergency acquisition of Bear Stearns Cos., with Cravath working with Bear Stearns adviser Lazard.
Van Ngo is in his element on the toughest deals. On the Bear Stearns rescue, he was part of a Cravath team -- led by partners B. Robbins Kiessling, Richard Levin, Erik Tavzel and James "Jim" Woolery -- that helped craft a fairness opinion on a transaction that was essentially negotiated in two days. Bear was sold for a relative pittance under extreme circumstances.
"The Bear Stearns deal was a perfect storm of legal and valuation challenges," Van Ngo says. "We had to come up with new valuation tools."
Drafting a fairness opinion for J.P. Morgan's bid was made more difficult by the opacity of Bear's balance sheet and the fact that the investment bank was teetering on the verge of bankruptcy, he says.
The team's solution: Use not only Bear's share price, but also the relative value of the investment bank's credit default swaps to gauge whether the deal made sense for Bear shareholders.
Van Ngo's sound reputation among clients such as J.P. Morgan has helped him reel in some big fish, including the Kuwait sovereign fund, a new client since March. Yezan Haddadin, then J.P Morgan executive director and now an adviser at Perella Weinberg Partners LP, recommended Van Ngo to the fund. "Minh is the consummate lawyer. He has a solid understanding of the substance of corporate law and combines that with an understanding of business objectives," says Haddadin, whose nickname for Van Ngo is "The Closer."
("Whenever things are going sideways, it's time to bring him in," he quips.)
Today Van Ngo appreciates having been named partner at a time when deal activity has ebbed. "If I had become a partner in 2007, I would have walked into a mountain of work," he says.
But in this environment, Cravath is encouraging new partners to be rainmakers, he adds.
Asked to explain his unabashed enthusiasm for his work, Van Ngo replies: "If you see negotiations as a chess game, whoever gets to draft the contract gets to set up the board. It's very empowering."
