When people think of successful lawyers, they may think of wingtip shoes and a stern demeanor, a pinstripe suit and a pedantic mindset. They may not have an image of a person raised by an avant-garde family in 1970s Houston, a young lawyer conducting multimillion-dollar acquisitions in her bare feet, or a person who would move to Paris for love. Most people wouldn’t have an image of Kate Romain . She is not your traditional buttoned-up lawyer and has not followed a traditional path to becoming a partner at Bredin Prat, one of the most prestigious law firms in Paris, where she specializes in the representation of French and non-French clients in cross-border mergers and acquisitions.

Opting out of the safe path of biglaw in Texas and following her heart to France, Romain embarked on a life adventure that validates the notion that the combination of being very smart, being ready to work hard, and being true to who you are and what you believe in will ultimately lead to success—even if, early on, you are not quite sure what all that means.

Prior to joining Bredin Prat in 2006, Romain was an associate with the Paris offices of Hogan & Hartson and Paul Weiss. She began her career at the Federal Trade Commission’s Bureau of Consumer Practices in Washington DC. A graduate of the University of Texas School of Law (JD, with honors), Romain was admitted to the Bar of the State of Texas in 1991 and the Paris Bar in 2004. Her native language is English and she is fluent in French.

Clare Cosslett: By way of providing a mise-en-scène for this interview, Kate and I are in a conference room in the extraordinary mansion that houses the law firm of Bredin Prat on one of Paris’ most fashionable streets, rue du Faubourg Saint-Honoré. We are sitting on vintage leather chairs, having had a delicious lunch served to us in elegant navy-blue boxes. It’s a delight to come and visit you here, Kate. Tell me about yourself.

Kate Romain: I grew up in Houston, Texas, one of four kids. Houston is a very conservative place politically, and both my parents were Democrats. My mother was a first-generation German immigrant and my grandparents, Omi and Opi, spoke only German. My parents were very involved in the arts: with the opera, with the ballet. Every year, we had young opera singers who were singing with the Houston Opera stay with us. We had gay friends, which for Houston was very avant-garde.

My father was a very good cook and was always trying cuisines from different cultures. When my friends came over, they would think they had gone to some exotic country. My family was not like any other family in Houston, so I grew up being different, and I knew that when I could, I would leave and go somewhere far from Houston.

Cosslett: Were both your parents professionals?

Romain: At the time, women didn’t work much outside the home, but my mom did a lot of volunteer work. She volunteered as president of the Houston YWCA for about ten years. She woke up every morning, put on a suit, and went to work. She was also president of the UN Allocations Committee for Houston. She had very visible, high-level volunteer jobs and every year she would win an award with a terrible name: “The Most Beautiful Volunteer of Houston.”

My dad was a lawyer who had a small, one-man practice. He did divorces, he did litigation, and he worked with real estate developers. He usually had two or three clients at a time. A very small practice.

Cosslett: Did you know that you were going to follow in his footsteps?

Romain: I knew that it made sense for me to follow in his footsteps, but I never really thought a lot about it. My dad said, “Go to law school . Even if you don’t want to be a lawyer, you will love law school. You can put that degree in your pocket and then do whatever you like.” My mother gave me great advice too. She said, “Learn to type, because you never know what life has in store for you, and if you know how to type, you can always support yourself.” I thought that was pretty good advice.

Cosslett: Where did you do your undergrad ?

Romain: I started at Vanderbilt, which was a terrible choice for me. My parents were so afraid of being too hands-on that they were too hands-off. I arrived at Vanderbilt and said, “What have I done? I’m here at this super-conservative, white, privileged university in the South.” It was a total mismatch. I immediately transferred to the University of Colorado in Boulder. And that was a much better match. I did a year abroad in France and went to Grenoble, which was also a good time.

Cosslett: Did you think about any career paths other than becoming a lawyer?

Romain: Right after college, I worked as a waitress for a couple of years and I wasn’t really thinking of anything. It took me five years of working as a lawyer in Paris to earn as much as I earned waitressing between college and law school. I was happy then. I was going out every night, and dancing, and waiting tables, and making tons of money. I really wasn’t worrying much about the future. I think when you have a mother who doesn’t work as a professional, you think that your life is going to be exactly the same. I didn’t really know what I wanted from law school or from being a lawyer. When I came to France, I still didn’t have much of an idea as to what I wanted to do. I didn’t even really know what I had done. I was completely clueless for about ten years, seriously.

I went to the University of Texas Law School, which was like going back home. I had a great time in law school, and I did really well. I thought, “Wow, maybe I’m supposed to be a lawyer.” Because, in fact, it came very easily to me and I wasn’t necessarily trying very hard. My dad had told me before I went to law school, “All you have to do to do well in law school is be smart.” You have to work hard, but mainly you have to be able to synthesize information. If you can do that, you can be a successful lawyer.

Cosslett: Of the courses you took in law school, was there anything that you particularly enjoyed or anything you found particularly challenging ?

Romain: The more challenging courses were things that you had to take that I wasn’t necessarily interested in. I also think—and I tell my kids this now as they’re going to college—that a good professor can make a course that you’re not interested in fascinating. A bad professor can make a course that you’re interested in the worst thing in the world.

So I tried to always choose the good professors and, because of that, I took a wide variety of courses. One of the most interesting courses that I took—and it was a seminar so it was meant to be interesting—was a course on prominent women in the legal profession. We had women partners of law firms come and talk to us. I wrote a paper on challenges that young women lawyers were experiencing. It was very interesting, but it wasn’t very legal.

Probably the course I enjoyed the most in law school, bizarrely, was first-year contracts—maybe because the professor, David Sokolow, was fantastic, but for me, the law of contracts was really the basis of law, and that’s what I do now. I also really enjoyed the Socratic method of teaching. I remember I got called on to discuss the rule against perpetuities. And the teacher asked me a question, and I said, “That’s so funny because I was going to ask you the same thing.” That was my big moment in law school.

Cosslett: “A life in being plus twenty-one years.” It’s like pornography, you can’t define it, but you know it when you see it. Did you take any internships or any clerkships ?

Romain: I had to fund my own studies and was employed during all three years of law school. I worked as a clerk during my first and second years at a law firm in Austin, Texas. The firm was handling a huge litigation and I did a lot of deposition summaries. I went to the firm, picked up a couple of three-inch-thick depositions and a Dictaphone, and read the depositions and made summaries sitting by the pool. I was paid by the hour for my work. So it wasn’t a full-time job. It was as many hours as I wanted to work. In my last year, I taught legal research and writing to first-years.

Cosslett: You didn’t find reading all those depositions to be boring?

Romain: It was fantastic. It was a take-or-pay oil and gas case. Take-or-pay is an oil and gas contract where you undertake to buy a certain minimum volume that you have to pay for even if you don’t take it. So I was working there during my first year and hadn’t made any plans for the summer. I was very clueless and asked my classmates, “What are you supposed to do after your first year of law school?” They said, “You haven’t been interviewing for internships or summer clerkships?” I said, “No, I haven’t.”

I saw a poster in school that said, “Study abroad in France,” and at the bottom it said, “A limited number of clerkships available.” It was the University of Iowa School of Law. So I went home, called the guy, and he said, “I’d be thrilled if you came, and I’ll give you a bottle of French wine for every student from the University of Texas you can bring with you.”

I came to Arcachon, which is near Bordeaux, on the coast, and it was great. We had six weeks of classes, for which I got law school credit. We all lived together in this old house right on the sea and rode our bikes to classes. Then I had a six-week clerkship at Donovan Leisure right here in this building where we are sitting. It was during that clerkship that I met my husband, and that is why I’m here now.

Cosslett: But you had to tear yourself away to return to law school?

Romain: I tore myself away and moved back to Texas for my second year of law school. In my third year, my husband came to the University of Texas and did an LLM. When he graduated in ’91, he could not find a job in the United States. None of the US law firms were running their foreign intern programs due to the economic crisis. He had to come back to France.

Cosslett: And you moved to the Federal Trade Commission . Why?

Romain: When I graduated from law school in 1991, the market was terrible, but since I didn’t really know what I wanted to do, I didn’t really have any expectations. I interviewed at some of the big firms in Texas because that’s what everyone else was doing, but I knew that I really didn’t want to do that.

I don’t remember why I thought of applying to the FTC but I did, and I applied remotely—no interview—and got the job. I didn’t even know what the FTC did. My other job offer was at a firm in New Orleans that specialized in admiralty law. I thought admiralty law sounded very international, but when I flew out there to interview, the culture of the city was very racist, and I decided I could never live in a city with a culture like that. So I went to the FTC. I had a very good friend living in Washington at the time and it just made sense.

Cosslett: What type of work did you do at the FTC?

Romain: The FTC has a Bureau of Consumer Practices, and that’s where I was. It was a fascinating job. It was litigation, but I didn’t even know it was litigation until I got there. I realized, “Wow, I’m doing litigation. This is fantastic.” When I first arrived, I was given about two dozen letters from people complaining about a bad investment that had been marketed to them over the phone from a place in Florida: First American Trading House, FATH . We read the letters, called the people who had written them, and began to gather information. We subpoenaed the FedEx records of the boiler room selling the investments, found and contacted people to whom they had sent solicitations, found other people who had invested, and, little by little, started writing affidavits.

We would go to Florida and interview former salespeople on the playground of an elementary school, or in the back of Denny’s. We had some weird meetings. It was fun. We made a request to get either a temporary restraining order or an emergency injunction, and we got to put on official Broward County jackets and go in and shut them down. After we closed them down, we realized they were just one of many boiler rooms selling bad investments for a bigger company called Unimet Trading Corporation , so we started to shut them all down—an operation in Arizona, an operation in California.

Cosslett: Could you get anyone’s money back?

Romain: No. The money was all spent, but at least we were able to close up the businesses. It was a very interesting job. The people I worked with at the government were all top-notch: very smart and very dedicated. They were there because they believed in what they were doing, not because they wanted to make a ton of money. The job did have a lot of perks, one of which was the hours. There was a lot of flexibility. I worked nine to six for eight days in a row, nine to five on the ninth day, and then had the tenth day off. So you had every other Friday off. And you could work whatever hours you wanted to. Some people dropped their kids off at school at seven and started working at seven thirty. Now, you had the salary that went with it, but I worked with very smart and very dedicated people.

I would recommend the FTC or other similar government agencies for people who are having trouble finding a job in the private sector. I think it’s probably better than working in a small, no-name firm. The training was hands-on. I got to argue a motion in court and nearly died of a heart attack. I realized I didn’t want to do litigation in the end, and I was lucky to leave before they all knew that I didn’t want to do litigation.

After a year with the FTC, my husband and I decided to get married. While the market in 1992 was a bit better than it had been the year before, it was still much easier for me to find a job in France than it was for him to find a job in the States. So I moved to Paris for love.

Cosslett: Let’s talk about the practice of law in France generally. How big are most French firms ?

Romain: As a general rule, French firms are smaller than US firms. At Bredin Prat, we have one hundred thirty-six lawyers, and we’re a pretty big firm. We’re not full service in that we don’t do IP and we don’t do real estate, but we cover most of the other practice areas. We have about seventy lawyers in our corporate department, which makes us probably the biggest corporate practice in Paris. One of our closest competitors is Darrois Villey, which is another French firm that’s very much like ours but much smaller.

Cosslett: How many of the one hundred thirty-six at Bredin Prat are partners and how many are associates ?

Romain: There are forty-two partners and the rest are associates, so we have leverage of two-to-one. We currently have nine female partners and in the fairly recent past, let’s say eight to ten years, we’ve made more women partners than men partners. If résumés were gender-blind, we would hire all women because their résumés are so much better. We have to engage in affirmative action to hire men. In the US, you want your son or daughter to be a doctor or a lawyer, or maybe a banker, although perhaps less so now. In France, you want your son to be an engineer. One of my nephews was not doing that well in school and my father-in-law, who is an engineer, said dejectedly, “Well, I don’t know. I guess he can be a lawyer.”

Cosslett: So for a boy, it’s not the first thing the parents are aiming for—it’s a fallback. For a girl, it’s an acceptable profession.

Romain: That’s how I explain the fact that there are so many women lawyers and so many good women candidates.

Cosslett: Are there distinct practice area groups within the firm?

Romain: A peculiarity of the practice in France is that you have a lot more people who do both corporate and litigation , even in big firms. So, of our corporate partners, we have probably five or six who regularly litigate. And the junior associates coming up are hired for both corporate and litigation. While market forces are definitely pulling lawyers toward more specialization, we’re trying to keep junior associates in the courtroom in order to give them a more generalized experience. This is the old-school way of doing things.

Cosslett: Are you the only US-trained attorney in the practice?

Romain: No. We have a partner from Tennessee. She’s the smartest person in the firm and has been a partner here for many years, and we also have an American attorney who’s a senior counsel. We have a number of associates who have done LLMs in the US, because today if you want to work in a firm that’s doing cross-border work, it’s one of the pieces of the puzzle that you need to fill in.

Cosslett: Can you explain the structure of US firms that are in France?

Romain: There are two models for US firms practicing in France. There are US firms that are real competitors of ours, because they practice French law. Cleary Gottlieb and Linklaters are probably the firms that we see the most on the types of deals that we’re working on. Cleary and Linklaters have both American and English partners, and they have a very strong French practice. Cleary has been here forever. Linklaters established themselves here during the 1970s. Sullivan & Cromwell picked up a strong French practice and then added American lawyers, which, I think, works well for American clients. The firms that have done the best have a real French practice, with real French lawyers.

In addition, there are a number of US firms with more general practices that maintain small offices here with about ten or fifteen lawyers. These offices are usually staffed with some French lawyers experienced in working for US firms and a small group of US lawyers.

Cosslett: Paul Weiss decided to not stay in France?

Romain: Paul Weiss established their office in Paris in the late 1970s. Nobody knew then whether Paris or London was going to become the financial capital of Europe. Paul Weiss bet on the wrong city and opened their office in Paris. In 1996, Steve Wolfram, the partner with whom I worked at the Paris office of Hogan & Hartson, and I were brought into Paul Weiss in order to help integrate the office with New York. That was before the Internet in France, so communications were difficult. That was when you had modems and dial up. People would stand around the computer . . . dee-dee-dee-dee-dee-dee. And they would send the billable hours by modem once a month. That was their only communication with New York. We were hired to Americanize the office. Paul Weiss opened its London office in 2001, and it made sense to close the Paris office after that.

Cosslett: Do US firms tend to have either London or Paris offices ?

Romain: It’s usually London and maybe also Paris. I don’t know that there are very many US firms that have only Paris and not London.

Cosslett: What was the culture at Hogan & Hartson ?

Romain: When I joined Hogan in Paris, I was a baby. Steve Wolfram was a wonderful mentor. He had a very small and informal office, and we usually walked around the office barefoot. Our main client was Thales, the French electronics defense company, which at the time was called Thomson CSF. They were doing acquisition after acquisition in the US.

There was one other young lawyer in the office and we got involved in everything. We took a plane to the US, we did the due diligence, we wrote the due diligence report, we came back, we wrote the contract, and we negotiated the contract. And we made the coffee. I got to do everything from being a paralegal to being an eighth-year associate—good and bad. And it was fantastic.

Steve Wolfram was a very well-trained New York lawyer and he rewrote much of my work, even down to a cover sheet that read, “Please see attached.” I mean, he rewrote everything and you know what? Little by little, I became a very good draftsman by learning to adopt his style. Steve is really an excellent lawyer.

Cosslett: How different was the culture at Paul Weiss?

Romain: Very different—I had to wear shoes. At my very first Paul Weiss dinner, a partner asked me, “So now you’ve been with us for six months, how do you find the culture?” I said, “The main difference is that Hogan is based in Washington, DC, and in Washington, people are much more chatty.”

When I dealt with people in Washington, I knew how many kids they had, what other matters they were working on, and what they were doing that weekend. Paul Weiss was all business. The partner from Paul Weiss said, “That’s very interesting because in Washington, information is power. And people in Washington are just naturally trained to keep you talking because they never know when you’re going to say something that could be useful.” I thought that was kind of interesting.

Cosslett: Knowledge is power.

Romain: As far as the practice, I found that working with a Washington law firm was more loosey-goosey in style than working with a New York law firm—which was more bing-bing-bing, getting business done, much more serious, much more structured. There was the New York way of approaching and doing something, and it was all very serious.

I didn’t come from that culture growing up. I didn’t come from a culture with a lot of rules and regulations at home. We had no rules at home. We could do whatever we wanted, but we were responsible and did well in school. Obviously, at Hogan & Hartson we had no shoes and very few rules even though we worked very hard. So I’ve always been the one in the room that’s a little more informal than everybody else, and that’s always served me fine.

Cosslett: Is the French salary structure comparable to the US?

Romain: No. Salaries are just a lot lower. Also, French lawyers are considered independent contractors: profession libérale. The way it works is this: even if you’re a first-year associate, you have to get a number, and you are, from the administration’s point of view, your own business. Every month you send an invoice to the firm. If you invoice your firm $100, you pay social charges of about twenty-five to thirty percent on that. That leaves you $70, and then you’re taxed on $70. So on the $100 that you’ve invoiced, you probably take home $50.

This treatment of lawyers as independent contractors developed from the noble principle that lawyers should be independent and should not be beholden to anyone except to their clients. So in the olden days, you could not be a salaried lawyer. In 1991, the law was changed and they said, “You can be a salaried lawyer,” and everybody changed all their lawyers to being salaried lawyers, which had two benefits. One was they could work the lawyers harder. Secondly, they didn’t have to permit them to have their own clients. Everyone thought it was great. Then somebody started looking at the math and realized it was cheaper for firms if their associates were independent lawyers. So everybody has gone back.

The other thing in France is that it’s very difficult and expensive to fire salaried employees. If a firm wants to separate from an independent lawyer, it’s just a three-month notice period. That’s it. Legally, no amounts are required to be paid. An advantage to being independent, though, is that young lawyers all are permitted to have independent clients. You’re supposed to leave them time to develop their own business. A lot of associates significantly increase their salary by having independent clients.

Cosslett: In the States, the model at some big firms is to encourage associates to develop their own book of business, but the reality is, when you’re billing long hours, there’s not a lot of time for that. Also there’s not always an interest in smaller clients, because a smaller client may struggle with big firm billing rates.

Romain: When people come to me for very small things, I say, “Do you want me to find a very good senior associate who will take this on as a personal matter?” And they usually say, “Yes,” and then they get the senior associate at Bredin Prat who is completely capable of handling their small matter, who charges half and who has all the resources of the firm available.

Cosslett: How long does it take to make partner at a firm such as Bredin Prat?

Romain: Well, as in the US, the track is getting longer. It used to take seven or eight years, but now it is closer to ten years as a general rule.

Cosslett: Given what you have described, there is likely not a service partner structure here. Over ten years, it seems that lawyers would have developed their own books of business .

Romain: It depends on the firm and the structure of compensation of the firm. Bredin Prat is very fortunate to have a lot of institutional clients, so that when people are up for partner, their individual book of business is not really ­considered. The question is do we like this person? Is she a good person? Do we want to be partners with him? And then, of course, there’s their practice area. Do we take another partner in financing, or labor law, or M&A?

Cosslett: How has your practice been affected by the financial downturn in 2008 and by the current economic crisis in Europe?

Romain: I think that the US is rebounding a little bit now. I had lunch with a partner from a leading New York firm a couple of days ago, who said, “Of course, this is not going to be a stellar year for us. It won’t be the best year ever, obviously. But, crossing our fingers, we’re not expecting a real catastrophe.”

But here, with the problem in Greece and the euro potentially coming apart, and the recent presidential and legislative elections in France, things are slow. We’re fortunate here at Bredin Prat in that we are probably like many top firms. We’re saying, “Well, we’re not going to disappear. It’s not going to be the best year, but it’s not going to be horrible.”

There are a lot of firms out there, however, that over the past few years have been de-equitizing partners, firing partners, not hiring and letting go associates. A lot of partners are moving from one firm to another and a lot of firms are really, really downsizing. It’s in the press every day. It has gotten very bad over the last two years. The downturn took a little longer to hit here than in the States, and we’re paralyzed. We’re all waking up in the morning, brushing our teeth, going to work, and not knowing what’s going to happen. At some point, something’s gotta give.

Europe had a lot of advantages, but I’m not sure people thought too hard about the disadvantages of a common currency. One of the disadvantages is that the strong are going to have to bail out the weak, and I think you’ve got a lot of votes that have to be collected for that to happen. The governments are also doing a Band-Aid approach with funding countries on the verge of bankruptcy.

Cosslett: Do the French approach the practice of law differently than Americans?

Romain: I am an M&A lawyer, so I will talk about the different approaches to that practice. Maybe I’m a bit biased, but I think good French lawyers tend to be a lot more flexible and nimble in getting the deal done, in cutting through what’s important and what’s not important. A good French M&A lawyer is not afraid to sign a big deal with a fifteen-page contract.

On the other hand, I’m doing a four-million-euro deal with New York lawyers. It is a teeny-weeny deal, and the huge American company has just sent across their seventy-page contract. And I want to say, “Do you know what you’re buying? If you want us to give you reps and warranties that we have no elephants in our garden, we will give you reps and warranties that we have no elephants in our garden. But is that really relevant?”

The lawyers that we’re talking to on the other side said, “This is our standard contract.” I think on the French side, we’re a lot more adept at cutting through what’s important and not important, and a lot less scared to deviate and take a chance. It means we can get the deal done, which I like. To many American lawyers, the French approach might look fast and loose, but as I work more with senior American lawyers, I see that they get it.

Cosslett: Maybe they get it, but they still want that rep that “there are no elephants in the garden,” because there’s just no comfort unless everyone has checked behind every bush.

Romain: There’s a lot of heavy-handed American ticking of the boxes. We frequently work hand in hand with US firms, and there is one big difference—we don’t bill by the hour. Fees are discussed at the end of a matter and agreed to by the client at that time. That has a huge impact on how you work. If I’ve got something to do and it’s six at night and I can do it in two hours, I’m going to do it in two hours because I want to go home and I don’t bill by the hour. An American lawyer now is trained to believe that the same thing that might take me two hours is going to take him four-and-a-half hours. I don’t think they make this decision consciously. I think it is the way they are trained. My work product might have two typos. Theirs is going to have no typos. Does the client want to pay two-and-a-half more hours for no typos?

In our firm, probably because we don’t bill by the hour, everybody just wants to be as efficient as possible. For any given task, if there is someone in the firm who has done it already or can do it better than me, I’m going to call him or her immediately. We all want to work as efficiently as possible and as quickly as possible. We don’t keep timesheets. No one’s going to evaluate me on how many hours I billed this year. And so we’re very, very efficient.

Cosslett: If French attorneys are characterized by their ability to cut through complex legal issues with laser-like sharpness, and American attorneys are characterized by their fear of elephants and love of mountains of paper, how do you characterize British attorneys?

Romain: Of course, these are just generalizations! In England, we work most often with Slaughter & May, which is a very elite, very good UK firm. They’re very hard workers. They’re very thoughtful. They are very similar to New York lawyers. On both ends you get this very methodical thinking through of everything they do—there’s very little shooting from the hip. Everything is very serious, very considered. So I put them in the same category.

I must admit that sometimes we may make fun of them here in the firm, because we say, “You have to know the code.” So when they say, “We’ve received your markup. It was very useful, very insightful,” it means it was crap and they threw it in the bin. You have to know the code to work with them. I’d say culturally the French are probably closer to the US than we are to the UK. It’s a whole other culture. But as far as working with lawyers from the UK, I’ve always had very good experiences.

Cosslett: What are your days like ?

Romain: I’m at the office at nine thirty. I’m probably one of the first lawyers to get here. Most lawyers arrive around ten o’clock. I usually get home around eight thirty and, when I’m really busy, between nine o’clock and ten thirty, at the latest.

Cosslett: What about the two-hour lunch ? I have to ask.

Romain: As I am American, I don’t do it as much as the others, but three times a week I eat a regular hot, sit-down lunch. Once a week it’s business development. Twice a week it’s with friends from the office, and then a couple times a week I usually get something quick to eat and then bring it back in.

Cosslett: Okay, so the lawyers arrive at ten o’clock, they go to lunch from twelve thirty to two thirty and then go home at eight o’clock. US firms tend to have a late start and go later in the evening, but a two-hour lunch is just not part of the culture.

Romain: Here it’s perfectly normal to say, “I’m going to lunch.” The other thing that’s different in the culture is vacation. Vacation is very important to French people, and you don’t hide the fact that you’re going to take a few weeks of vacation. Around this time of the year, you are in meetings, sitting around, having lunch, talking with clients or counsel on the other side, or people on a deal, and somebody will start, “Hey, so where are you going on vacation this year?” And people say, “I’m going three weeks to Greece and then two weeks to our country house in the south of France.” And you talk about it and you find out where other people are going. People take real vacations.

Cosslett: Is it difficult for female attorneys to balance family life and work life ?

Romain: We are trying to make the older male partners in the firm a little bit more sensitive to this issue, but fortunately, we have a lot of young male partners who have kids. And that, I think, helps a lot. In today’s world, men are more involved in bringing up their kids. They will say, “I was late this morning because I went to give the bottle to my twins.” People say, “Oh, that’s so cute!” Women, on the other hand, can’t say that. It’s different.

Balancing long hours with raising kids can be difficult for some of the younger female associates, but women are having babies later. They are having babies at thirty instead of twenty-five. So at thirty, they’ve already worked for five years and are a little more established, a little more comfortable than before. We have a lot of women partners who had their kids either before they joined the firm or after they became partner. I’m one of them. Everybody’s very comfortable talking about their kids and that makes for a good culture.

Also, weekend work is not as prevalent here as in the US, and we do have all that vacation time. We are not that strict with vacation days. While, it’s supposed to be five weeks, if you’re working very hard and you happen to take six weeks in a year, it’s okay. It doesn’t matter. Nobody’s counting it. I’ve always worked quite hard, but I took a lot of vacation. My kids are pretty normal. We also have lots of good help available. Everyone has got nannies and there’s a very good daycare system and network of help. Also, school starts at age three, so the guilt factor is not overwhelming.

Cosslett: Tell me about your practice .

Romain: My practice is “cross-border M&A,” which means somebody buying a company in another jurisdiction or creating a joint venture with someone in another jurisdiction. I started off representing French companies making acquisitions in the US. Viewed from the French point of view, that’s outbound work. Then I went through a period of time at Paul Weiss when we were doing inbound work—so Time Warner investing in cable activities in France and things like that.

The constant in these cross-border deals is that you have two different cultures. Usually, you have oral negotiations in English, and the contract is usually written in English, which is why somebody like me can be helpful on any deal. Even Franco-French transactions often are in English these days because when you start out, you don’t know who you’re going to sell to, so you do everything in English. And then maybe you end up with a French buyer and you’ve got this strange situation where two French people negotiate English-language documents.

I’ve represented Crédit Mutuel, the French bank, in deals in Spain and Germany. I’m an American lawyer, but the secret of M&A is that there’s very little law in M&A. So what’s M&A? Once you learn the basics, it’s drafting. You have to be a very good draftsman. It’s issue spotting. It’s knowing when you need to call upon a specialist. A specialist for me could be a French corporate lawyer. I’m admitted in France, but I’m not a specialist in French law. The same way a French corporate lawyer is not a specialist in environmental law. I always say it’s like doctors. You wouldn’t call upon a heart surgeon to operate on your brain, but brain surgeons and heart surgeons are both doctors. We’re very specialized.

Cosslett: Let’s say your client is buying a company in Germany. How do you know what issues might be specific to a company in that industry in Germany ?

Romain: The last deal I did in Germany was representing Crédit Mutuel buying Citibank’s retail banking operations in Germany. I did that deal with another partner at Bredin Prat, and, of course, we had a German law firm that was on the ground advising us as far as what authorizations we needed to get, and what the banking and regulatory issues were. They also did the due diligence. So what did we do? We negotiated the contract, which took their due diligence report that said, “Here are the issues we need to be careful about.” We drafted and negotiated the contract, always keeping them in the loop and always calling upon them as necessary. But the client relationship was ours. We knew the client—we’ve represented them on a lot of transactions—and they’re comfortable working with us. That’s my favorite kind of deal to do.

With regard to inbound work, I just represented Berlitz on a transaction where they bought a company in France. I had a French law firm on the other side. Berlitz is actually a Japanese-owned company. Their headquarters are in Prince­ton, New Jersey, and so I’m dealing with the Japanese and American clients doing the deal in France. I was the main lawyer in France. I had a team of young lawyers doing the due diligence, and there were things that came up where I had to call one of my partners and say, “Should I be worried about this?” in the same way I would if it were real estate or IP or something like that. You call upon specialists.

Drafting, negotiating, communication, good organization, good deal management skills, good delegation skills. Those are the talents that you need to be a good M&A lawyer. None of that has anything to do with law.

Cosslett: How would you assess the role of in-house counsel in a French company as compared to a law firm?

Romain: I mentioned earlier that French parents don’t want their sons to go to law school. The same prejudice exists in French companies historically. It’s starting to change, but historically the French general counsel usually reports to the financial director of a company. Already that gives you an idea. The French inhouse lawyer traditionally does not have a very important role. They’re viewed in France the way that human resources professionals are viewed in the US. The French general counsel is usually not the right-hand man to the president. The French general counsel is probably not on the executive committee. The French general counsel is just a whole different role.

We are often hired by the president of the company, the financial director, and maybe the general counsel. It depends on the company. Now, the role of in-house counsel is changing as the legal element has become more and more important for companies in France—but the general rule still holds. When I was first practicing, it led to awkward situations because you had the financial director asking you for your advice on something, and you could see that the in-house legal guy was furious that he wasn’t being asked his opinion. And you had to manage the relationship.

Cosslett: That could be tough. It is very different in the States where, in some cases, in-house legal departments can resemble law firms.

Romain: There’s been a lot more internalization of law firm talent in the States than in France, although I did read an article just yesterday that the French are starting to internalize a little bit more.

Cosslett: It can be a lot less expensive to pay a salary than to retain a law firm.

Romain: Except in France the salaried workers are very protected, as we discussed. So you think ten times before hiring somebody because it’s very costly to get rid of them.

Cosslett: Tell me about the process of being admitted to the French bar .

Romain: It almost killed me. The way it works here is that if you’re admitted in another jurisdiction outside of the EU, you take a special bar exam for non-EU lawyers called Article 100.

There was a bar review course held three nights a week and all day Saturday. I started the course in mid-October and the bar exam was scheduled for early April. As we got closer to April, class was also held on Sunday. It was a huge undertaking. I was still working at Paul Weiss and it was a very long and very tiring process, but my family was really supportive and proud.

It was fantastic because for the first time—and remember I had been in France for eleven years—I had to write in French. My oral French was much more developed than my written French. I would speak to somebody in French on the phone, hang up, and write an e-mail in English or write a fax in English because we weren’t permitted to make any mistakes and my written French wasn’t perfect. But for the first time I was reading and writing in French. I also learned French law. I had to take commercial law, civil law, civil procedure, and ethics. So I really learned all of the areas I had touched upon, but barely knew about before. I was so proud.

The exams here are both oral and written. In the oral exams, you walk in and, literally, you pull a subject out of a hat. You have a certain amount of time to write a short outline. You are permitted to have your statutes with you. And you write an outline in a very specific format. There’s this very regimented way to give your answer. You have to sit in a certain way and have a certain posture. And you have to present your answer en trois parties, in three parts—so, whatever the subject is, you have to think of a way to divide your answer into three areas.

Cosslett: This is in front of a panel?

Romain: Yes, you present yourself and then they ask you questions for what seemed like an eternity, but was probably about sixty to ninety minutes. And then there’s a written portion as well. Civil law and commercial law were written, and civil procedure and ethics were oral.

Cosslett: Is it an issue for a lawyer trained in a common law system to practice law in a civil law country?

Romain: It depends on the type of law that you’re practicing. In M&A, it is not an issue. There are some practice areas that can cross a border, and some that are more difficult. Arbitration you can do. Financing you can do. It is easy to transfer most contract-based practices, and it takes about a year to understand the particularities of the new jurisdiction.

Being a litigator would be more difficult, not only because of the differences between the civilian and common law systems, but because you wouldn’t know how to address the court and all the particularities. There are a lot of unwritten codes of practice. I don’t really litigate, but I do work on some litigations—brief-writing and things like that. And it’s very interesting because just the manner of writing briefs here is very unlike the States. Here you can say something just totally outrageous and the other party in their brief will say, “That’s so outrageous. You said the opposite thing in an e-mail.” And then you say, “Oh well, whatever”—and move on. The rules are different. I think you tend to be more reasonable in the US.

Cosslett: Where do you see your practice in ten years?

Romain: I hope, because I’m so happy here, that I’ll be right here, a little bit further along in my practice. One of the things I’m trying to do now is to build my recognition in the legal community . I have the privilege of working in a very visible law firm, and that brings with it a lot of opportunity. My professional goals are to do more business development.

Bredin Prat has something of a best friends network , where we’re best friends with Slaughter & May in the UK, Bonelli Erede Pappalardo in Italy, Uria Menen­dez in Spain, De Brauw Blackstone Westbroek in the Netherlands, and Hen­gelerMueller in Germany. We also have very good friends all over the world. So I’m part of an informal international group who are often working on cross-border matters. We travel all around the world. About twice a week I meet with lawyers from different jurisdictions. Last week, I had dinner with lawyers from Brazil. So, I’m constantly trying to increase my own visibility, and the firm is very interested in helping me to do that.

Cosslett: It is great to be with a firm where you can leverage their footprint in your own practice.

Romain: I’ve never been ambitious in that I’ve never had a business plan. I’ve always stumbled into things by accident. I feel very lucky to be here because I didn’t really plan any of it.

Cosslett: From a professional responsibility perspective, what is the difference between practicing in France and practicing in the US?

Romain: There is one very important difference that comes up every single day. In France, when a lawyer has a communication with another lawyer on a matter, which we do constantly, you’re not permitted under the French bar rules to tell your client about that exchange. All communications between lawyers are deemed to be confidential unless you have both agreed otherwise. So, what you do is establish a practice at the beginning of a matter: “Let’s say that everything is nonconfidential unless we provide otherwise.” That’s how we usually start out. If you don’t establish nonconfidentiality at the outset, communications look like this: “Here’s the draft contract with our comments.” The other lawyer writes back, “Am I permitted to share this with my client?” You write back, “Of course.” If another lawyer writes you an e-mail, you must ask, “Can I share this with my client?” Even if the other lawyer says yes, you would never just forward the e-mail, nor would you cut and paste. You always put it in your own words, just because there’s that sensitivity about what a lawyer tells another lawyer.

A good thing about this emphasis on confidentiality between lawyers is that you can say, “I want to have a confidential conversation with you,” and you tell the lawyer on the other side of a matter something that maybe as a US lawyer would say is “between you and me,” if you know the lawyer very well. You can tell him things, and it permits the other lawyer to understand what you’re going through on your side and helps him to help you to get the deal done, which is, in the end, what the clients want. And you can say, “Listen, let me tell you, confidentially between us, Joe on our side—he’s not the one. He’s having to make these difficult decisions, and it’s because his boss, Steve, is really worried about such and such.” You say it in a confidential way. He’s not permitted to share that with his client. And people take that very seriously here. We have to remind French lawyers here, “Be careful when you’re conversing with your American lawyers because they don’t understand this concept of confidential versus nonconfidential.”

Cosslett: You’ve practiced in France for a number of years now. How have you seen the practice change over time ?

Romain: French lawyers have become much more—I hate to use this word because it’s a little bit pejorative—sophisticated and as good as or better than New York lawyers at their own game. When I arrived in France, a New York lawyer could come here and he could outtalk and out-negotiate most French lawyers, and the sophistication of the documents was overwhelming. The French lawyers would receive these eighty-page contracts and just not even know what the words meant. Actually, a lot of New York lawyers didn’t even know what the words meant in the contracts that they were sending. But the French were overwhelmed.

Now the young French lawyers—they’re smart, they’re savvy, many have done LLMs at Harvard or NYU or Columbia. And they speak good English and they’re no longer intimidated or certainly less intimidated by the New York lawyers. Both sides are now equals from the very first moment and you can see the mutual respect. Ten years ago, you saw the New York lawyer thinking, “I’m just going to roll over these French lawyers.” So that’s the main difference. And you also see French lawyers saying, “Sorry guys. To get this deal done, we’re not going to do this on a sixty-page contract. We’re going to do it French-style. We’re going to use a twenty-five-page contract that covers all the main points. If we can say something in one sentence, we’re going to use one sentence. We’re not going to use six sentences.” And it’s working.

Cosslett: While the practice of law has certainly become internationalized, ultimately, a contract’s a contract.

Romain: A contract is a contract is a contract. Also, the crop of lawyers who are doing cross-border work has become a lot more homogeneous. While you’re working with lawyers in different countries at top-notch firms, they’re all very similar. They’ve all done LLMs and they all speak excellent English.

Cosslett: Have you felt that being a woman has been a relevant factor in your practice, either positively or negatively?

Romain: I think being an American woman has been a positive. In my early years, I was always the only woman and the only American on the team, and there was always a special place for me in the team, but positively. In work and at the negotiating table, I’ve never felt that if I were a man I would have had a different treatment or a different amount of respect. I think France may be a bit ahead of the US as far as seeing and accepting women lawyers and working women. Even when I first came here, a French working mom was not at all as strange as it was in the US.

Cosslett: What advice would you give law students or practicing lawyers considering a career change about how best to position themselves for practicing as a lawyer overseas?

Romain: It’s harder now than it was before to work overseas, because your competition is no longer just other American lawyers wanting to work overseas. Your competition becomes these young star French lawyers as well. It’s not as easy as it used to be. But as far as coming to France, you have to speak French. You have to have some nexus with France. Hiring somebody is an investment, and we would hesitate to hire someone unless they had a French husband, French wife, some reason to come to France. Because otherwise, you know they’re going to stay two and a half years and then they’re going to want to go back. If somebody shows up on this doorstep today and says, “I’m a fifth-year associate at a very good US law firm. I speak French. My wife or my husband or my mother was French”—some nexus to France—“and I want to come here,” I think we would consider hiring him or her because well-trained American lawyers are useful. Just the fact that an American attorney has English as a mother tongue makes him very useful.

Another piece of advice I would give to law students is to meet with as many lawyers as you can informally—your parents’ friends, your doctor’s wife. Meet with as many people as you can because that’s a great way to listen and learn. Just listen and ask questions because you’ll realize you don’t know as much as you think you do. The same thing is true for somebody wanting to come to France. I meet people all the time who just have a little seed of an idea that they want to come to France, and I tell them the advantages and the disadvantages of practicing here.

I think you also need to understand the legal market wherever you’re seeking to go. Do your homework. Call people up. What does that market need? For example, I’m sure right now any firm in Paris would hire a French-speaking associate doing energy law. There’s a lot of energy work going on in French-speaking Africa. So a lot of the companies most naturally call the Paris firms, yet we don’t have big energy practices in France. We have some big energy companies, such as Total, but it’s not traditionally been a huge practice area for French lawyers. So you’re a US-trained, fifth-year associate in energy law and you speak French and you have a reason to come to France: that would be something that the market needs right now.