Steve Franklin was part of the Comerica legal team that won the 2025 DFW Corporate Counsel Award for M&A Transaction of the Year related to the bank’s $10.9 billion merger with Fifth Third Bank. In this Q&A with The Texas Lawbook, he discusses the traits he seeks in outside counsel, what outside counsel need to know when working with him and more.
Lawbook: What was your specific role in the Fifth Third Bank transaction?
Steve Franklin: I assisted with the negotiation of the merger agreement, preparation of applicable SEC filings, in particular, the merger proxy statement and the execution of the special shareholder meeting to approve the merger.
Lawbook: Regarding your role, what were the biggest challenges the transaction presented and how did you and the team address or overcome those challenges?
Franklin: The biggest challenge was time. We had a three-week period to complete diligence and execute the merger agreement. People across the organization were working around the clock to meet this timeline. The ability of our people to come together to accomplish a common goal under challenging circumstances is what makes Comerica such a special place to work.
Click here to read the story of the 2025 DFW M&A Transaction of the Year as Lawbook reporters Allen Pusey and Mark Curriden provide the behind-the-scene details of how the Comerica team got the deal done.
Lawbook: What was your personal favorite day during the acquisition process?
Franklin: Signing day (Oct. 5). I knew I would finally have an opportunity to catch up on some sleep and could talk about the deal!
Lawbook: What led you to join Comerica from Goldman Sachs in 2025?
Franklin: I felt ready to take the next step in my career and lead a legal team in the securities / capital markets / M&A space at a public company. I was attracted to Comerica because of its emphasis on relationship banking and community. Those qualities were evident among every individual I interviewed with and what has made Comerica such a great place to work at.
Lawbook: What do you seek in outside counsel?
Franklin: I value someone who is practical, responsive, and frankly just makes my life easier. In my view, the best outside counsel is someone who can make you look good in front of your peers and manager.
Lawbook: What are your pet peeves with outside counsel?
Franklin: When I am provided theoretical instead of actionable advice. Nothing drives me more insane than opening a document that has a bunch of comments to “consider this” and “consider that” without providing anything actionable. If I send you something to review, I am asking you to do the consideration and to provide me specific instruction on what changes you think need to be made and why.
Fun Facts: Steve Franklin
- Favorite book: Catch-22. The nonlinear structure, the poetic, rhythmic prose, the satire and, of course, the absurdity of it all just comes so masterfully together.I can’t read it without smiling and laughing the entire time.
- Favorite musician: I cannot deny, I am a huge Swifty. Big 1989 guy right here. However, Hanson sparked my interest in music back in the mid-’90s and will always be my No. 1. Middle of Nowhere was the first CD I ever bought as a kid (I can still remember the “MMMbop” dance parties I would have with my neighbor across the street), and I started playing guitar because of Isaac. They have continued to write music together under their own independent label for the past 20-plus years. They love producing music and connecting with their fans, and all three brothers are great instrumentalists, vocalists and songwriters. They are musicians in every sense of the word, and I think that’s what continues to draw me to them today. In fact, I saw Hanson perform at Choctaw last year for my 35th birthday! And yes, it was as awesome as it sounds.
- Favorite movie: Saving Private Ryan
- Favorite restaurant: Lochland’s. It’s a neighborhood Irish bar and restaurant near where I live that serves the best fish and chips in Dallas and is simply a great place to have a pint, whether it’s outside in the beer garden or up at the bar.
- Favorite vacation: My honeymoon in Australia. We went to a playoff Aussie football game at the Melbourne Cricket Ground, held koalas, hung out with kangaroos, watched the penguin parade at Phillip Island, swam at some incredible beaches including Bondi Beach and the Whitsundays, snorkeled and took a helicopter ride around the Great Barrier Reef and so much more!
- Hero in life: I’m not sure I really have a “hero”, but there are plenty of people that I admire. One in particular is George W. Bush. He served as president during a pivotal time of my development (from the age of 10-18) and sparked my interest in politics and the presidency. His book Decision Points further sparked my interest in presidential decision making and lead to me reading additional books on Harry Truman, Ulysses S. Grant, Barack Obama and others. Regardless of politics, what I always appreciated about George W. Bush was that he was unwavering with his principles, always trying to do what he felt was right and best for our country.