The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Allison M. Wein, Partner—Corporate
Allison (“Allie”) M. Wein is a partner in Cravath’s Corporate department, where she focuses her practice on mergers and acquisitions and general corporate matters.
Allie was named a “Rising Star” by Law360 in 2020, recognizing her as one of five outstanding mergers and acquisitions lawyers in the nation under the age of 40. In 2019, she was named an M&A “Rising Star” by The Deal in The Dealmaker Quarterly. She has been recognized for her transactional work in the technology industry and the media and entertainment industry by The Legal 500 US, and for her work in mergers and acquisitions by IFLR1000.
Allie was born in Manassas, Virginia. She received a B.A., magna cum laude, from the University of Pennsylvania in 2004 and a J.D., cum laude, from Northwestern University in 2010, where she was an associate editor of the Northwestern University Law Review.
Allie joined Cravath in 2011 and was elected a partner in 2018.
Describe your practice area and what it entails.
My practice at Cravath encompasses all aspects of mergers and acquisitions work, including private and public company deals, joint ventures, and other transactions that are a bit more bespoke. Clients call us whenever they have a question or corporate issue that presents a significant challenge or opportunity to scale their businesses, and my job is to unpack those complicated problems and find solutions in line with their business goals.
In thinking about transactional work with clients, I think of myself as an ally in the process of bringing a deal to completion. Clients come to Cravath for transformational deals because they trust the advice they receive from us. We walk our clients through risks and issues they need to be concerned about, while making sure they are thinking through, from a legal perspective, what the deal means for them as a company.
What types of clients do you represent?
I consider myself a generalist but have recently worked on a number of transformative deals in the media and entertainment space. We represented Disney in its $85 billion acquisition of 21st Century Fox, overcoming an interloper bid by Comcast to its original $66 billion agreement. We also advised on the $10.6 billion sale of the Fox Regional Sports Networks to Sinclair; the $3.47 billion sale of Disney’s interest in the YES Network to an investor group including the Yankees and Sinclair; Endemol Shine’s acquisition by Banijay Group; and the sale of FoxNext Games to Scopely.
Looking to other industries, I recently worked on the team advising Northrop Grumman in the pending sale of its federal IT and mission support business to Veritas Capital and its 2018 acquisition of Orbital ATK. We also represented AveXis in its acquisition by Novartis and Johnson & Johnson in its acquisition of Alios BioPharma.
What types of cases/deals do you work on?
We advise companies in their most critical issues across the full spectrum of corporate transactions, including mergers, acquisitions, divestitures, spinoffs, and joint ventures. This oftentimes requires navigating novel legal and business issues.
I view M&A work as a true partnership with my clients, where I stand side-by-side with them trying to get a deal done and working to achieve a result that creates value for their businesses. I think that level of trust is incredibly meaningful—no matter the specifics, you start from the very beginning of evaluating a potential transaction and you get to see it all the way through to completion.
How did you choose this practice area?
I fell in love with M&A work as an associate and have never really looked back. When I joined Cravath as a first-year associate, I was in a Capital Markets rotation working on a variety of equity offerings, bond offerings, and acquisition financing. My second rotation and really all the rest of my experiences as an associate were in M&A groups. As an M&A partner now, I value the trust my clients place in me and the firm to provide insight and guide them through high-value, high-impact transactions. M&A deals tend to be very meaningful and transformational for clients, and I find being able to contribute to that as their legal counsel extremely rewarding.
What is a typical day like and/or what are some common tasks you perform?
My schedule varies significantly from day to day. I work very closely with associates on my deals to draft and review documents, but a significant portion of my day is also spent on conference calls and participating in meetings. The subject of the calls and meetings I have varies widely—generally, some are focused on negotiating issues in a particular transaction, others focus more on discussing issues and potential solutions with the client, and still others focus more specifically on strategy and tactics for achieving the best outcome for the client.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
I think it is very helpful for M&A lawyers to have broad exposure to many different types of corporate transactions, as the issues that we face in M&A transactions vary widely. In terms of law school courses, classes like Corporations and Securities Regulations are pretty foundational—but I also encourage exploring classes that get you some exposure to the business side as well. For instance, in law school, I took classes in accounting and corporate finance. It is also very helpful to follow along with the latest developments in the M&A space, both business and legal (i.e., Delaware court decisions).
What is unique about your practice area at your firm?
Cravath’s culture is distinctly collaborative, and teamwork is really a hallmark of all our matters. There is a tremendous pool of knowledge within the M&A practice, and we all rely on one another. I think this stems partly from the rotation system, where everyone is used to having to lean on one another to figure out answers and grow and develop, as well as our focus on client service. Our clients have the backing of the entire firm, not just one or two partners on a given matter.
As an example, when we were working on a transformational deal like Disney’s acquisition of Fox, I think there were so many things about Cravath in particular that made a difference for our client. For one, the team focus at the partner level: Everyone was willing to pitch in, so when we had complicated accounting or SEC questions, we had a partner who could jump on and really help guide the client through those problems. I think this collaborative nature is really distinctive, and clients often remark on the value they see from this approach.
What are some typical tasks that a junior lawyer would perform in this practice area?
The firm gives young lawyers as much responsibility as they can handle early on, and along with that comes the flexibility and the space to take ownership. Associates truly do get real, hands-on substantive experience from their first days at the firm. Tasks for junior associates vary depending on the complexity and speed of a particular deal—junior associates are often involved in the diligence aspects of an M&A transaction, which is really critical, as the diligence helps the client understand and address risks in the transaction and key commercial aspects of contracts that the target company may have.
Junior associates also very often draft and revise the many agreements that are part of the overall transaction. And, importantly, junior associates are often tasked with helping to quarterback the transaction as a whole by managing document flow and deal process and ensuring that nothing slips between the cracks. At Cravath, we tend to have leanly staffed deals, and that enables even the most junior associates to take real ownership over their work and the transaction that is happening.
How do you see this practice area evolving in the future?
I think the M&A field is starting to become more specialized, especially in terms of people who choose to focus in one particular industry or area. That trend looks as though it may continue, though I would argue, based on my own training and experience, that there is still plenty of room for generalists in the mergers and acquisitions practice—the generalist background equips you to be nimble and creative in problem solving.
Another change we’re seeing more of in the transactional space is the sophisticated technology involved in dealmaking. We are seeing this impact aspects such as due diligence and the speed of transactions, which in many ways has already changed certain parts of the practice. I still believe there are many opportunities for lawyers to offer skills that technology cannot replace, specifically where creativity and customized guidance for clients is involved.
How do you deal with the fast-paced nature of your work in M&A, especially given the high stakes for your client?
I think what keeps me focused is that I still am immensely excited about the work that I do and want to continue doing it long term. I am invested in my clients and in pursuing their best interests, I enjoy the tight-knit and collaborative culture at Cravath, and our clients trust us with their most complicated and transformational matters. That combination is one that motivates me, and I think all of us at Cravath, every day.