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Freshly minted attorneys often begin their careers in private practices or small firms, but Stephanie Finn landed in a fast-paced corporate environment immediately: she was hired at PAE right out of law school, and has been there ever since.
During high school and college, Finn assisted at her aunt’s real estate business, even earning her real estate license. But after observing the office’s attorney—and seeing the benefits he brought to colleagues—she set her sights on the legal field. She earned a BA in public policy studies from Vanderbilt University, followed by a JD from the Emory University School of Law.
“When I was looking for a job, I applied at PAE, which was owned by Lockheed Martin at the time,” she says. “I was hired in 2011 as a regulatory and compliance analyst in the tax department and concentrated on ensuring the company complied with foreign and US tax and related laws. The fact that I had a law degree and had passed the bar exam gave me a leg up on the other applicants.”
Finn stayed in the tax department for about a year before being promoted to assistant general counsel in 2012, and then to associate general counsel in 2017. As her role at PAE has evolved, so has the company itself (often with Finn’s help).
PAE is a federal government contractor that operates in approximately sixty countries and on all seven continents, providing US government operations with everything from sidewalk repairs at military bases to sophisticated intelligence solutions. Not only has it undergone a series of acquisitions since 2012 but in 2020, the company went public in a fraction of the time it usually takes to complete the process.
In addition, during that time, PAE’s legal team has expanded from a staff of three lawyers to seven, including the deputy general counsel, four associate GCs, and an assistant GC. “It’s actually still a pretty lean team,” Finn says, “considering PAE has a workforce of approximately twenty thousand around the world.”
Finn cut her teeth in M&A as the lead lawyer (together with the company’s general counsel) on a rapid series of acquisitions for PAE: Applied Technologies in 2013, A-T Solutions and the Global Security and Solutions in 2015, FCi Federal in 2017, Macfadden & Associates in 2018, and both CENTRA Technology and Metis Solutions in late 2020. In addition, when PAE was sold in 2016 and then again in 2020, Finn was heavily engaged in both of those transactions.
“It was a steep learning curve at first,” she recalls. “I had taken a course in contract drafting in law school, so I had some basic knowledge about the essential elements of a complex purchase agreement. After seeing a handful in practice, I began to recognize a common skeleton and am now able to provide constructive feedback.
“In addition, I coordinate with other functional areas at PAE for their input to ensure we’re addressing any concerns in the agreements,” she continues. “For example, I have no background in environmental concerns—but someone else here does, so he reviews that information and we discuss it.”
Finn’s capacity for quick learning on the job was stretched further when PAE was purchased in February 2020 by a special purpose acquisition company (SPAC), a “blank check” company that’s formed for the purpose of purchasing another business to take public.
“This transaction was very complicated, since it was both parts an M&A transaction and also a going-public transaction,” Finn says. The acquisition phase is an involved process—working with internal stakeholders to gather documentation to facilitate due diligence on the company, ensuring the necessary documentation is completed and approved, negotiating the complete purchase agreement, preparing public company filings, and so on.
The typical process for a company to go public via an IPO takes about eighteen months to unfold. In PAE’s case, it took a fraction of that time. SPACs are initially funded by investors, even before the acquisition target has been identified. When the transaction closes, the target company emerges as a publicly listed company. And, despite the accelerated timeframe, Finn was responsible for leading all of PAE’s related internal legal work.
“Going public created the need for in-house securities regulation expertise and manpower to support compliance and cyclical reporting—quarterly and annual reports and proxy statements, for example. PAE decided to build in-house expertise. Although the finance team leads certain filing efforts, I review every draft of every document,” she says. “My professional development has continually accelerated at PAE, and I am constantly learning more about the financials underlying the reports, so I understand them much better. Plus, I’m able to notice company-specific inconsistencies that outside counsel might not pick up on.”
COVID-19 restrictions haven’t slowed her down. Finn assigns many projects to her team—and then stays out of it. “I want them to have meaningful tasks, more than administrative responsibilities. If there are questions or concerns, I’m always available, but we frequently set aside blocks of time to cover several topics in a single session, rather than have a series of one-off conversations,” she says.
Despite the seemingly endless workflow, Finn strives to simply roll with it. “My manager frequently reminds us that ‘the perfect is the enemy of the good’ and it’s become a sort of mantra,” she says. “I do the best job I can in the time allotted, and then try to move on to the next fire.”
Interpersonal skills have played a key role in her success. “As a global company, PAE’s workforce is necessarily diverse, and I often work with employees and vendors in countries across the world. It’s essential to remember that they are all just people trying to get their jobs done, and have a lot going on in their lives. That helps personalize the remote interactions.”
Morgan Lewis:
“Stephanie is a smart, thoughtful, and diligent lawyer. She is a critical member of the PAE team and is particularly skilled at analyzing complex legal issues in an efficient and effective manner.”
–Sean Donahue, Partner
