Scarlet McNellie’s career at Norton Rose Fulbright offers a rare glimpse into what persistence and vision can yield at a large law firm when paired with loyalty.
In an industry where lateral moves and rapid turnover are sometimes celebrated as the norm, McNellie’s steady ascent from associate to co-leader of Norton’s U.S. corporate, M&A and securities vertical makes her an exception: her talent nurtured by and within the firm, along with opportunities presented to her along the way. Now she is cultivating the next generation of Norton’s dealmakers.
From the day she arrived as a fourth-year associate, McNellie has immersed herself in the substance of deals and the relationships that drive them. Early on, she found herself in boardrooms and negotiation sessions rather than hidden behind layers of staffing, learning directly from mentors and clients in the heat of the moment. These formative experiences not only accelerated her development but also anchored her confidence as an advisor, equipping her with valuable skills that have shaped her team-oriented approach as a manager as well.
Her loyalty has been matched by Norton’s investment in her leadership. For McNellie, the firm is more than an employer; it’s a community, a platform, and a home for her professional ambitions. And when she spoke of her time at the firm, it wasn’t in tired, overwrought cliches: A genuine appreciation of the opportunities afforded to her over the years, as well as how the firm sparked her idealism even in the McNellie’s day-to-day realities of dealmaking, even down to the etiquette employed on Texas deals.
McNellie also invests heavily in mentoring younger dealmakers, urging them to take on early responsibility and to think strategically beyond the deal in front of them at the moment. With support from mentors like Glen Hettinger, she recognizes on the crucial value of encouragement and is determined to pay those opportunities forward in her role as a leader at Norton.
I was fortunate to catch up with McNellie recently to talk about these topics, Texas deal trends and more, including a wild deal-closing story that involved a BlackBerry and being wheeled into the delivery room.
The following interview has been edited for length and clarity.
The Texas Lawbook: You’ve been with Norton Rose Fulbright and have risen from associate to co-leading a U.S. practice vertical. It’s uncommon in Texas to see career advancement like that, without multiple lateral moves between firms. What have been some of the opportunities you encountered along the way?
Scarlet McNellie: I have been at the firm for almost two decades, which is crazy, because my mom still thinks I’m a baby lawyer. It has been a wonderful journey. I lateraled over as a fourth-year associate and came over with a group.
I’ve had some amazing opportunities along the way, as a young associate, a senior associate, a young partner, and now, a co-leader of a team.
In terms of early responsibility, I had a mentor who really let me get involved in transactions from the start. Back then, we didn’t staff our deals with 12 people. It was usually him, a junior associate and me. And I really got to take advantage of that, being in boardrooms all day negotiating, and then spending time drafting, and then, the next day, it was the same thing.
For me, that was an awesome early experience that I really cherish, and the other piece of the puzzle is Norton Rose investing in me. I invested a ton in the firm, and the firm invested back in me, putting me in leadership positions, on every management committee and things like that. I’m very, very happy here. Hopefully, I will be here for my whole career.
The Lawbook: Let’s talk about your path to becoming a dealmaker. There aren’t any television drama series or movies made about transactional law. There’s no M&A version of Law & Order. What motivated you to pursue this line of legal work and when were you first drawn to the idea of specializing in transactional?
McNellie: Going into law school, I wanted to become a trial lawyer because that’s all I knew. And even in law school, it’s very dispute-based: mock trial, for instance. And in the summer, I worked in both disputes and transactional. I enjoyed the work, but at the end of the day, I didn’t like the adversarial nature of the litigation practice. I love the collaborative nature of doing deals, helping clients grow, merge and raise capital to build their dreams.
From an idealistic standpoint, I love that piece of the practice, and it stands out in terms of helping our clients grow, build or sell. The summer internship was when I really decided that I loved transactional work. And ultimately, that was what helped me go down that path.
The Lawbook: There has been significant consolidation in the healthcare and life sciences sectors. Are you seeing any trends that are affecting deal-making strategies?
McNellie: The big news this year was the tariffs. There was a noticeable shift toward lower-risk acquisitions, such as domestic fields, rather than cross-border industries, that are less vulnerable to tariff uncertainty, like healthcare transactions.
This will hold for the rest of the year; you’ll likely see an uptick in healthcare, life sciences and similar transactions. On the other hand, there has been an increased government focus on anti-competition reviews and drug pricing. Those can also impact valuation and yield structures.
The good news is that both corporate entities and private equity firms have capital to invest, supporting a resurgence in M&A activity in healthcare and life sciences. I’m hopeful that the fourth quarter will be a busy one for healthcare and I think the energy space in particular, as well.
The Lawbook: With healthcare, have you noticed that deals differ in terms of risk or how they’re integrated in the post-pandemic environment?
McNellie: The distinction is in the risk-value integration for public and private deals in the healthcare space. Those deals, in particular, experienced that sort of risk during that time period from 2020 to 2023 time period. There was a lull in healthcare transactions. There was an impact. Having said that, I think we’re coming out of it. There’s a lot more thought given to values, which are coming down a bit, which is a good thing for buyers in the healthcare space. From a risk perspective, I’m not sure there’s been an increased risk profile for healthcare deals to date, post-COVID.
The Lawbook: A lot is happening in energy and the renewable space at the moment. Energy deals are always complex. Are you noticing that those deal structures are different? How do the risk profiles look between purchasing a traditional E&P company versus doing a renewable deal?
McNellie: There are certainly many distinctions between traditional upstream oil and gas transactions and renewable energy transactions, and between energy transition transactions and traditional O&G transactions, structurally. But then, the diligence with respect to environmental respectability is different than the renewable space, which has a different set of what I’ll call environmental factors. Here, you’re talking more about, “OK, where are these solar panels being placed? Are they going to be in the way of the migration of certain birds?” In addition, from a structural perspective, you are looking at many differences in the tax treatment of the renewable energy transition work, many of which are valuable. The position there is with tax equity financing, you know, specifically with legislation that gives tax credits for certain types of renewables. That is not something that is emphasized in a traditional upstream oil and gas phase. Lastly, from a valuation perspective, it depends on the current temperature in Washington and the current political climate. One set is obviously valued by one political party, and another political party values other transactions. The valuation perspective of the current legislation and the political climate matters and it impacts valuation for both types of energy transactions.
The Lawbook: How have representations and warranties insurance changed negotiation dynamics, if at all, between buyers and sellers in transactions over the past couple of years?
McNellie: RWI is really an elegant solution to the age-old struggle of indemnification in an M&A transaction. You’ve got a buyer who wants protection against unknown risk, and you’ve got a seller who doesn’t want to pull back or enter escrow. Now you’ve got a third-party insurance company stepping in to ensure the representations and warranties provided by a seller or target in a transaction. Now that gap has been solved by a third party. It helps alleviate negotiation between buyers and sellers on that part of the transaction so that they can focus more on the rest — the covenants of the agreement and the transaction structure.
The Lawbook: Are you seeing deal terms or structures that are uniquely advantageous here in Texas compared to other states, or are we just like everyone else?
McNellie: Businesses are finding Texas a wonderful place to grow and build their empire. There’s a regulatory environment that’s welcoming to business in terms of helping companies: the new business court and changes to the Texas business organizations code. We now have specialized judges in Texas who will handle complex commercial matters, and we’ll have more streamlined, efficient dockets. From a deal structural perspective, I can’t say that Texas is better than any other state.
You have a lot of capital talent here. Plus, you have a regulatory government that’s figuring out ways to help businesses and not inhibit them.
I grew up on the East Coast, but Texas is a wonderful place to live, work out and raise a family. And ultimately, that shines through from the corporate sector as well as from the government.
The Lawbook: Are client expectations or deal etiquette different in Texas versus elsewhere? If you’re doing a deal in New York or California, are they the same, or are there some nuances in Texas that have to be taken into consideration for dealmakers on your team?
McNellie: There is something different about practicing in Texas, especially if your clients are in Texas. You’ve got a state of gentlemanliness and gentlewomanliness on both sides. We work hard and our clients have high expectations, so there’s no difference there. But in terms of deal etiquette, there is a code of conduct among Texas lawyers that makes deal-making fun, very interesting, and pleasant.
The Lawbook: Is there anything that you or your team are seeing in the middle market deal space right now that’s surprising?
McNellie: In terms of middle-market deal structures, given higher interest rates recently and the ability to bridge the valuation gap, I see more equity rollovers and seller-financed transactions. The thought process there is, given higher interest rates and a tougher environment in M&A in the past couple of 18 months, I do think that’s been more prevalent in middle market deals, and the thought process there is, “OK, look, we’re going to have management align incentives. We’re going to have them roll over some of what they have owned in the company, separated, but from a buyer perspective.” There’s an evaluation gap between what the buyer is thinking and what the seller is willing to let go of the company for. Again, seller financing also bridges that gap very nicely. And that’s happening in deals that we’ve been seeing.
The Lawbook: Have you noticed any banks or investor groups bringing unique perspectives to deals here in Texas compared to their national peers?
McNellie: I’ve really enjoyed working with regional banks, in particular, and more regional investment banks that are Texas-based. And it depends on the industry that you’re in. I do a lot of energy deals, so they have a particular knowledge and expertise in Texas that you don’t necessarily find on the two coasts, which has been really nice.
The Lawbook: How are you mentoring the younger dealmakers to think strategically beyond the immediate deal in front of them?
McNellie: It’s important to me and Norton Rose that we mentor younger associates and, for me, obviously, that means working on a deal. That’s all you’re thinking about at the moment. But outside of that, it’s really key for us to get our young associates greater responsibility early on, which our firm does. They also need to be thinking about things like their network: making sure they keep in touch with their law school friends and keep up with the business development aspect. And then we want them to think bigger.
The last piece is getting early exposure to presentation opportunities, whether it’s a web seminar, client presentations, or Zoom presentations. It’s important because that’s a critical skill set that sometimes a transactional lawyer doesn’t get as much practice in, because it’s just, you’re not in a courtroom.
The Lawbook: More associates are leading or co-leading more deals these days than they were even a few years ago. Were you given the opportunity early in your career to lead or co-lead deals so that you could learn?
McNellie: Early in my career, I was given the opportunity to co-lead transactions. That experience was extremely valuable. Doing so gives you the confidence to be prepared, whether it’s for negotiations or anything else. But then the second piece of it is being given the chance to speak up in the room, whether it’s with the client, opposing counsel, the opposing client, or the opposing party. I think that given the opportunity, it makes you think on your feet.
It bonded with the client and their interests, because I was in the room for them. And that gave me ownership with the client and what they wanted, so that’s valuable.
The Lawbook: Looking back, are there early career decisions or key moments that shaped your approach to not only deals, but as a manager of people?
McNellie: In terms of experience, I had an amazing mentor, Glen Hettinger. He was the head of the corporate M&A team. He challenged me: volunteered me for speaking engagements and webinars. I wasn’t so excited at the time because it was a lot of work, and I was nervous and anxious. As it turns out, it’s probably one of the best things he could have done for my career. It was an amazing opportunity to get out of my comfort zone. Public speaking and giving my own presentations are skills that I would never have cultivated on my own.
Now I encourage our younger associates to do the same.
That’s why I love Norton Rose. The firm truly gives our young associates early opportunities for development and the responsibility of a transaction.
The Lawbook: What are some predictions you’d make about the rest of this year and going into 2026 that you and your team feel strongly about?
McNellie: The first quarter of 2025 was spectacular from an M&A perspective. And then we had a lull due to tariff uncertainty. People are waking up and saying, “OK, look, we’ve got to do our deals. We’re going to be at year-end. We don’t have the deal done.” The third quarter picked up, at least for us. The fourth quarter will be very busy in terms of deal activity and the sources of those deals. PE has a lot of dry powder. I’ve heard that over the last couple of years, but they need to deploy their capital. So, there’ll be more deals in the fourth quarter.
The Lawbook: Do you have a favorite food or restaurant in DFW?
McNellie: Absolutely! Uchi is my favorite restaurant. It’s where my husband and I go for anniversaries or birthdays.
The Lawbook: Do you have a favorite book or author you turn to when you’re relaxing?
McNellie: I do love The Hunger Games. I love the movies and the books. And so that’s my favorite book. That’s my guilty pleasure book.
The Lawbook: The Hunger Games: a true dealmaker answer. What are some of the other ways you relax or have fun when you’re not doing deals?
McNellie: I love Legos. We have so many Legos in our house that there is a room full of mommy’s Legos and another full of the kids’ Legos. I love building with them and collecting them. Big Bang Theory Lego sets, Harry Potter sets. It’s a very soothing activity. Legos are my way to relax and have fun with the kids as well.
The Lawbook: Do you have any habits or rituals that help you stay focused during long negotiations or closings?
McNellie: I like listening to music when I’m drafting and reviewing. I love Taylor Swift and I recently added the KPop Demon Hunters soundtrack to my playlist. I like music that gets me going when I’m drafting and reviewing. And that’s what really helped me be in the zone for work.
The Lawbook: Do you have a deal story that you remember fondly?
McNellie: Yes. It was my first child.
I remember all-day negotiations in New York. I’m going into the delivery room and my husband had to pry the BlackBerry out of my hand. I love doing deals because there’s always something that comes up. For me, getting a deal across the finish line and signing on the dotted line — that’s really exciting, whether it’s in the labor and delivery room, in a conference room in New York, or anywhere else.